ex-10a.htm


    
      EXHIBIT
10(a)

       

        
          

        

      

      


      THE
DOW CHEMICAL COMPANY

      


      


      EXECUTIVES'
SUPPLEMENTAL

      RETIREMENT
PLAN

      


      Restated
and Effective January 1, 2009

      


      


      PREAMBLES

      


      ESTABLISHMENT
OF PLAN

      


      On
May 14, 1992, The Dow Chemical Company (the "Company") established the
Executives' Supplemental Retirement Plan as an unfunded program of deferred
compensation for executives, which included Part A for Non-U.S. Service,
Non-Controlled Group Service and/or Non-Covered Controlled Group Service and
Part B for a Select Group of Management or Highly Compensated Employees, Board
members of the Company and Employees whose Benefits are Statutorily
Limited.  On March 1, 1997, the Company amended and restated the
Executives' Supplemental Retirement Plan (the "Plan") to incorporate the terms
of the Enhanced Executives' Supplemental Retirement Options.  On
January 1, 2003, the Plan was amended and restated to include other benefits in
addition to those provided under the Key Employee Insurance Program for any
Chief Executive Officers of the Company who return to executive management at
the request of the Board of Directors as a non-executive Chairman of the Board
(hereinafter "Returning CEOs").  On March 1, 2004, the Plan was
amended to include other benefits for former employees of Union Carbide
Corporation who transferred to the Company after the merger of the Company with
Union Carbide Corporation and the liability for such benefits was transferred to
the Plan, herein after referred to as "Prior UCC Program
Participants".  Effective April 7, 2004, the Plan was amended to
include the benefit provided to the CEO appointed in November,
2004.  Effective, December 31, 2006, retroactive to January 1, 2005,
the Plan was amended and restated to comply with Section 409A of the Internal
Revenue Code of 1986, as amended, ("Code") and to reformat the Plan document to
combine Parts A and B.  Effective January 1, 2009, the Plan is further
amended and restated to comply with the requirements of Section 409A of the Code
and official guidance issued thereunder, and to include provisions with respect
to employees who have accrued benefits under the Cadre Pension Plan to the
extent such employees ("Cadre Employees") earn Compensation while on assignment
in the U.S.  The terms of the Plan supersede the terms of the Plan in
effect prior to the effective date of this Plan.  For the rules that
apply to the distribution of amounts that were earned and vested (within the
meaning of Section 409A of the Code) under the Plan prior to 2005 (and earnings
thereon) and are exempt from the requirements of Section 409A of the Code, see
Appendix A.

      


      PURPOSE

      


      The
Company desires to (a) to provide certain of its executives and a select group
of management employees with retirement benefits that might otherwise be
provided by the Dow Employees' Pension Plan, but for (i) restriction of the
exclusive benefit rule under Code section 401(a), (ii) the inability to grant
past service, under the Dow Employees' Pension Plan, to highly compensated
Employees because of the non-discrimination requirements of Code section
401(a)(4), and/or (iii) the inability to credit service to Employees while
employed by a controlled group member not covered by the Dow Employees' Pension
Plan, and (b) to
restore benefits which are reduced under Dow Employees' Pension Plan due to the
statutory limitations imposed by Code sections 401(a)(17) and 415 and which are
not otherwise provided by any other plan maintained by the Company.

      


      INTERPRETATION
AND GOVERNING LAW

      


      The
Plan is intended to (1) constitute an unfunded program maintained primarily for
the purpose of providing deferred compensation for a select group of management
or highly compensated Employees consistent with the requirements of Sections
201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), and (2) comply with Section 409A of the Code and
official guidance issued thereunder.  Notwithstanding any other
provision of this Plan, this Plan shall be interpreted, operated and
administered in a manner consistent with these intentions. In the event ERISA
does not preempt state law, the state law of Michigan applies.

      



      
        
           


        

        
          139

          
            

          

        

        
           


        

      


      ARTICLE
I

      DEFINITIONS

      


      
        	
                1.01

              	
                AVERAGE
      COMPENSATION for purposes of the Supplemental Retirement Benefit of
      a Prior UCC Program Participant who was in the Union Carbide Compensation
      Deferral Program on February 6, 2001 and who shall attain at least age 50
      and have at least 10 years of Eligibility Service, as defined under the
      Dow Employees' Pension Plan, as of or before December 31, 2005, shall
      equal the highest three year average compensation ("HC3A") as defined in
      the Dow Employees' Pension Plan but using Compensation as defined in the
      Plan, without regard to incentive compensation, plus the highest three
      year average, as defined in the former Union Carbide Corporation Enhanced
      Retirement Income Plan (attached as Exhibit I), of incentive compensation
      averaged separately.  For calendar years 2004 and 2005,
      incentive compensation shall mean Compensation as defined in the Plan
      without regard to either deferred or paid base
      compensation.  This Average Compensation shall be used to
      calculate benefits as specified under Section
  3.04.

              


      

      


      
        	
                1.02

              	
                BENEFICIARY
      shall mean that person or persons designated by the Participant to receive
      a distribution of any amounts payable under the Plan due to the death of
      the Participant.  The beneficiary of a Participant shall be
      deemed to be such Participant's spouse, if married, unless such spouse
      agrees in writing to waive this right, or their domestic partner, if in an
      approved domestic partner relationship (as defined in the Dow Employees'
      Pension Plan) (written waiver does not apply to a domestic
      partner).  If the Participant is not married or in an approved
      domestic partner relationship and fails to designate a Beneficiary, the
      amounts payable, if any, under this Plan due to the death of the
      Participant shall be paid in the following
      order:  (a)  to the children of the Participant; (b)
      to the beneficiary of the Company Paid Life Insurance of the Participant;
      (c) to the beneficiary of any Company-sponsored life insurance policy for
      which the Company pays all or part of the premium of the Participant; or
      (d) to the estate of the
Participant.

              


      

      


      
        	
                1.03

              	
                CADRE
      BENEFITS shall mean the
      benefits described in Section 3.06.

              


      

      


      
        	
                1.04

              	
                CADRE
      EMPLOYEE shall mean an employee who has been authorized by Dow
      Europe GmbH to participate in the Cadre Pension Plan and who earns
      compensation while on assignment to the
U.S.

              


      

      


      
        	
                1.05

              	
                CHANGE OF
      CONTROL, for purposes of the Plan, 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 percent
      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
      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 30 percent or more of the total
      voting power of the stock of The Dow Chemical Company;
  or

              


      

      
        	
                 
      

              	
                (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 have a total gross fair market value equal to or
      more than 40 percent 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 percent 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 percent or more of the stock of The
      Dow Chemical Company, or (iv) a transfer to an entity, at least 50 percent
      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 satisfy the definition of a
"change in the ownership or effective control of a corporation, or a change in
the ownership of a substantial portion of the assets of a corporation"
as


      
        
           


        

        
          140

          
            

          

        

        
           


        

      


      defined
under Code section 409A and any official guidance issued thereunder, and no
corporate event shall be considered a Change of Control unless it meets such
requirements.

      


      
        	
                1.06

              	
                COMPANY
      shall mean The Dow Chemical Company and any other entity authorized
      to participate in the Plan by the Corporate Vice President of Human
      Resources of the Company or her/his
delegate.

              


      

      


      
        	
                1.07

              	
                COMPENSATION
      shall mean the sum of:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                compensation
      as defined under the Dow Employees' Pension Plan without regard to Code
      limitations; and

              


      

      
        	
                 
      

              	
                (b)

              	
                deferred
      compensation to The Dow Chemical Company Elective Deferral
      Plan.

              


      

      


      
        	
                1.08

              	
                DEPP
      COMPONENT shall mean benefits accrued under the provisions
      contained in the Dow Employees' Pension Plan applicable to the DEPP
      component of such Plan.

              


      

      


      
        	
                1.09

              	
                DEPP
      COMPONENT SUPPLEMENTAL RETIREMENT BENEFITS shall mean the benefits
      accrued by Participants and Prior UCC Program Participants in accordance
      with Section 3.04 of the Plan that would have been provided under the DEPP
      Component of the Dow Employees' Pension Plan but for the statutory
      limitations in Code sections 415 and 401(a)(17) and based upon the
      alternative definitions of Compensation and Average Compensation, as
      applicable, provided in this Plan.

              


      

      


      
        	
                1.10

              	
                EMPLOYEE
      shall mean someone who is employed by the Company to perform
      personal services in an employer-employee relationship who receives
      compensation from the Company, other than a retirement benefit, severance
      pay, retainer, or fee under
contract.

              


      

      


      
        	
                1.11

              	
                KEY
      EMPLOYEE means a Participant who has a job level of 820 points or
      higher as of his Separation from
Service.

              


      

      


      
        	
                1.12

              	
                PARTICIPANT
      shall mean:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                an
      Employee who is entitled to a Restricted Benefit under this Plan as
      determined by the Corporate Vice President of Human Resources of the
      Company or her/his delegate;

              


      

      
        	
                 
      

              	
                (b)

              	
                an
      Employee who is a Board member who is an officer or Employee of the
      Company and who may relinquish line
  responsibility;

              


      

      
        	
                 
      

              	
                (c)

              	
                an
      Employee whose benefits under the Dow Employees' Pension Plan are limited
      by the Code or ERISA;

              


      

      
        	
                 
      

              	
                (d)

              	
                an
      Employee who is part of a select group of management or highly compensated
      Employees, as determined by the Corporate Vice President of Human
      Resources of the Company or her/his delegate, who receives forms of
      compensation that do not constitute compensation as defined in the Dow
      Employees' Pension Plan;

              


      

      
        	
                 
      

              	
                (e)

              	
                a
      Prior UCC Program Participant; or

              


      

      
        	
                 
      

              	
                (f)

              	
                a
      Cadre Employee.

              


      

      


      
        	
                1.13

              	
                PLAN YEAR
      shall mean the twelve (12) month period beginning January 1 and
      ending December 31.

              


      

      


      
        	
                1.14

              	
                PPA
      COMPONENT shall mean benefits accrued under the provisions
      contained in the Dow Employees' Pension Plan applicable to the Personal
      Pension Account or PPA component of such
plan.

              


      

      


      
        	
                1.15

              	
                PPA
      COMPONENT SUPPLEMENTAL RETIREMENT BENEFITS shall mean the benefits
      accrued by Participants in accordance with Section 3.05 of the Plan that
      would have been provided under the PPA Component of the Dow Employees'
      Pension Plan but for the statutory limitations in Code sections 415 and
      401(a)(17) and based upon the alternative definition of Compensation, as
      applicable, provided in this Plan.

              


      

      


      
        	
                1.16

              	
                RESTRICTED
      BENEFIT shall mean the benefits described in Part A of Article
      III.

              


      

      


      
        	
                1.17

              	
                SEPARATION
      FROM SERVICE or SEPARATES FROM SERVICE shall mean a "separation
      from service" within the meaning of Section 409A of the Code, except that
      in applying Section 1563(a)(1), (2), and (3) of the Code for purposes of
      determining a controlled group of corporations under Section 414(b) and
      (c) of the Code, and in applying Treasury Regulation section 1.414(c)-2
      for purposes of determining trades or businesses that are
      under

              


      


      
        
           


        

        
          141

          
            

          

        

        
           


        

      


      common
control under Section 414(c) of the Code, the language "at least 45 percent" is
used instead of "at least 80 percent" each place it appears.

      


      Additional
definitions appear in the Preamble of the Plan.

      


      


      ARTICLE
II

      PARTICIPATION

      


      


      
        	
                2.01

              	
                ELIGIBILITY
      AND PARTICIPATION

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Each
      Employee who is participating in Dow Employees' Pension Plan and is
      specifically named by the Corporate Vice President of Human Resources of
      the Company or her/his delegate shall be eligible to participate in the
      Plan.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Each
      Employee who is a member of a select group of management or a highly
      compensated Employee, Board member of the Company and/or whose benefits
      are statutorily limited shall be eligible to participate in the
      Plan.  Each former employee of Union Carbide Corporation who
      transferred to the Company after the merger of the Company with Union
      Carbide Corporation who was in the Union Carbide Compensation Deferral
      Program on February 6, 2001 and who shall attain at least age 50 and have
      at least 10 years of Eligibility Service, as defined under the Dow
      Employees' Pension Plan, as of or before December 31, 2005 shall also be a
      Participant in the Plan ("Prior UCC Program
  Participants").

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Each
      Employee who is determined by the Corporate Vice President of Human
      Resources of the Company to be entitled to a Restricted Benefit shall be
      eligible to participate under this
Plan.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Each
      Cadre Employee who has been authorized by Dow Europe GmbH to
      participate in the Company's Cadre Pension Plan shall be eligible to
      participate in the Plan while such employee is on assignment to the
      U.S.

              


      

      


      Each
Employee shall furnish such information and perform such acts as the Company may
require in order to maintain such eligibility.

      


      
        	
                2.02

              	
                MEANING
      OF PARTICIPATION

              


      

      


      A
Participant in the Plan shall be entitled to receive a Restricted Benefit, a
DEPP Component Supplemental Retirement Benefit, a PPA Component Supplemental
Retirement Benefit, and/or a Cadre Benefit, as applicable.

      


      
        	
                2.03

              	
                TERMINATION
      OF PARTICIPATION

              


      

      


      An
otherwise eligible Employee shall cease to actively participate in the Plan upon
the earlier of the Participant's Separation from Service, death, or receipt of
written notification that he or she is no longer eligible to participate in the
Plan.  Thereafter, participation shall continue only for the purposes
of receiving a distribution of those benefits accrued and vested as of the date
the Participant ceased to actively participate in the Plan.

      


      


      


      ARTICLE
III

      RESTRICTED
BENEFITS AND SUPPLEMENTAL RETIREMENT BENEFITS

      


      PART
A – RESTRICTED BENEFITS

      


      
        	
                3.01

              	
                CALCULATION
      OF RESTRICTED BENEFITS

              


      


      
        
           


        

        
          142

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                (a)

              	
                The
      amount of retirement benefits payable under the Dow Employees' Pension
      Plan to Participants who transfer from (i) a Dow foreign entity to a Dow
      U.S. entity covered by the Dow Employees' Pension Plan, (ii) a controlled
      group entity that does not participate in the Dow Employees' Pension Plan,
      or (iii) a non-controlled group entity or non-affiliated company
      (collectively, a "Prior Company"), may not include compensation and
      service with the Prior Company.  The intent of this Section is
      to ensure that Participants, as named by the Corporate Vice President of
      Human Resources or her/his delegate (the "VP"), receive (I) eligibility
      and vesting service under the Dow Employees' Pension Plan for such service
      with a Prior Company, as determined by the VP, and/or (II) a pension
      benefit based on their aggregate service (and compensation) rendered to
      Dow and the Prior Company, as determined by the VP (the "Approved
      Service"), but that benefits attributable to such Approved Service not
      result in a duplication of benefits.  However, Restricted
      Benefits attributable to such Approved Service shall be reduced by the
      value of any benefit payable under the Dow Employees' Pension Plan or any
      other tax-qualified retirement savings vehicle sponsored by a member of
      the Dow controlled group, attributable to such Approved
      Service.  For purposes of calculating the Participant's
      Restricted Benefits, the amount of retirement benefits payable under the
      Dow Employees' Pension Plan to Participants with Approved Service shall be
      calculated as provided in Section 3.01(a)(i), (ii) or (iii), as applicable
      to the Participant.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                No Proration
      Method. Under this method, the Restricted Benefits shall be
      determined by counting the Approved Service as eligibility and vesting
      service under the Dow Employees' Pension
Plan.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Equivalent Benefits
      Method. Under this method, the Restricted Benefits  shall
      be determined by using the entire Approved Service as credited service,
      and such benefit shall be reduced by the accrued benefit under the plan
      maintained by the Prior Company, as determined under (iv)
      below.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                Proration
      Method. Under this method, the Restricted Benefits shall be
      determined under the proration rules set forth in the Global Pension
      Relocation Policy (the "Policy"), and in accordance with section
      3.01(a)(iv) below.

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                The
      Employee's accrued benefit under the plan maintained by the Prior Company
      shall be determined under the terms
      and provisions of such plan as of the date of the Employee's transfer to
      this Plan.  To the extent such plan provides a fixed value based
      on compensation and service (or other factors) earned prior to
      participation in the Plan, the value shall be fixed and determinable as of
      the date of transfer.  To the extent such plan provides an
      accrued benefit that is not reasonably ascertainable as of the date of
      transfer, such benefit shall be determined based on objectively
      determinable factors set forth under such plan as of the date of transfer
      (e.g., conversion rate, age or service, interest rates, actuarial
      assumptions), and shall not be subject to the discretion of any Employee,
      Company, or Prior Company.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      amount of retirement benefits payable under the Dow Employees' Pension
      Plan to Participants who transfer to (i) a Dow foreign entity not covered
      by the Dow Employees' Pension Plan, (ii) a controlled group entity that
      does not participate in the Dow Employees' Pension Plan, or (iii) a
      non-controlled group entity or non-affiliated company (collectively, a
      "Nonparticipating Company"), may not include compensation and service with
      the Nonparticipating Company.  The intent of this Section is to
      ensure that Participants, as named by the VP receive (I) eligibility and
      vesting service under the Dow Employees' Pension Plan for such service
      with a Nonparticipating Company, as determined by the VP, and/or (II) a
      pension benefit based on their aggregate service (and compensation)
      rendered to Dow and the Nonparticipating Company, as determined by the VP
      (the "Approved Service"), but that benefits attributable to such Approved
      Service not result in a duplication of benefits.  Any such
      Restricted Benefits shall be determined under the proration rules set
      forth in the Policy, and in accordance with the rules in Section
      3.01(a)(iv), and shall be reduced by any benefit payable under the Dow
      Employees' Pension Plan or any other tax-qualified retirement savings
      vehicle sponsored by a member of the Dow controlled group, attributable to
      such Approved Service.

              


      


      
        
           


        

        
          143

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                (c)

              	
                For
      this purpose, the value of the Dow Employees' Pension Plan benefit shall
      be determined under the terms of such plan (as modified by 3.01(a) above)
      as in effect on the earlier of Separation from Service or
      death.

              


      

      


      
        	
                3.02

              	
                VESTING
      OF RESTRICTED BENEFITS

              


      

      


      A
Participant's vested interest in his or her Restricted Benefit calculated under
Section 3.01 (i.e.,
vesting percentage) shall be determined in accordance with the applicable
vesting schedule in the Prior Plan as in effect when the Participant transferred
from that plan. Such vested interest shall be determined by aggregating service
earned under the Prior Plan and the Dow Employees' Pension Plan.

      


      
        	
                3.03

              	
                ADDITIONAL
      RESTRICTED BENEFITS TO RETURNING
CEO

              


      

      


      The
amount of the additional Restricted Benefit for Returning CEO is (a) minus (b)
calculated as follows:

      


      
        	
                 
      

              	
                (a)

              	
                The
      amount of benefit calculated under the terms of the frozen Key Employee
      Insurance Program, modified as
follows:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      highest three years of Compensation shall be used, whether or not
      consecutive; and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                provided
      that the Returning CEO does not leave the positions of President and CEO
      without the prior concurrence of the Company's Board of Directors, before
      December 31, 2004, Compensation for the years 2003 and 2004 shall be
      defined as follows:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                2003:  (a)
      the total base salary paid in 2003 as posted in Dow's Global Human
      Resources Information System; plus (b) the percentage established as of
      March 1 for the Executive Performance Plan target performance award
      multiplied by the base salary paid in 2003 as described in subsection
      3.03(a)(i)(B)(1)(a); and

              


      

      


      
        	
                 
      

              	
                (B)

              	
                2004:  (a)
      the total base salary paid from January 1, 2004 to October 31, 2004 as
      posted in Dow's Global Human Resources Information System; plus (b) the
      percentage established as of March 1 for the Executive Performance Plan
      target performance award multiplied by the base salary paid the month of
      October, 2004 multiplied by 10; plus (c) the deceleration base salary for
      November 1 to December 31, 2004 as posted in Dow's Global Human Resources
      Information System;

              


      

      


      MINUS

      


      
        	
                 
      

              	
                (b)

              	
                The
      amount of benefit calculated under the terms of the frozen Key Employee
      Insurance Program without
modification.

              


      

      


      


      PART
B – SUPPLEMENTAL RETIREMENT BENEFITS

      


      3.04           DEPP
COMPONENT SUPPLEMENTAL RETIREMENT BENEFITS

      


      The
amount of DEPP Component Supplemental Retirement Benefits payable to a
Participant equals the benefit which would be payable to or on behalf of the
Participant under the DEPP Component of the Dow Employees' Pension Plan if
Compensation as defined in Section 1.07 were substituted for compensation as
defined in the Dow Employees' Pension Plan and the provisions of the Dow
Employees' Pension Plan providing for the limitation of benefits in accordance
with Code sections 415 and 401(a)(17) were inapplicable, less the benefit
actually payable to or on behalf of the Participant under the Dow Employees'
Pension Plan.

      


      The
amount of Supplemental Retirement Benefits payable to a Prior UCC Program
Participant who was in the Union Carbide Compensation Deferral Program on
February 6, 2001 and who shall attain at least age 50 and have
at


      
        
           


        

        
          144

          
            

          

        

        
           


        

      


      least
10 years of Eligibility Service, as defined under the Dow Employees'
Pension Plan, as of or before December 31, 2005, equals the greater of the
benefit calculated under the above paragraph or the benefit calculated as of
December 31, 2005 which would be payable to or on behalf of the Participant
under the Dow Employees' Pension Plan if Average Compensation as defined in
Section 1.01 of the Plan were substituted for compensation as defined in the Dow
Employees' Pension Plan under the formula of Section 4.1(b)(iii) or Section  4.5(b)(iii)
of the Union Carbide Employees' Pension Plan, as applicable, and the provisions
of the
Dow Employees' Pension Plan providing for the limitation of benefits in
accordance with Section 415 and 401(a)(17) of the Code were inapplicable, less
the benefit actually payable to or on behalf of the Participant under in the Dow
Employees' Pension Plan. 

      


      A
Participant's vested interest in his or her DEPP Component Supplemental
Retirement Benefit calculated under this Section 3.04 (i.e., vesting percentage)
shall be determined in accordance with the applicable vesting schedule in the
Dow Employees' Pension Plan.

      


      3.05           PPA
COMPONENT SUPPLEMENTAL RETIREMENT BENEFITS

      


      The
amount of PPA Component Supplemental Retirement Benefits payable to a
Participant equals the benefit which would be payable to or on behalf of the
Participant under the PPA Component of the Dow Employees' Pension Plan if
Compensation as defined in Section 1.07 were substituted for compensation as
defined in the Dow Employees' Pension Plan and the provisions of the Dow
Employees' Pension Plan providing for the limitation of benefits in accordance
with Code sections 415 and 401(a)(17) were inapplicable, less the benefit
actually payable to or on behalf of the Participant under the Dow Employees'
Pension Plan.

      


      A
Participant's vested interest in his or her PPA Component Supplemental
Retirement Benefit calculated under this Section 3.05 (i.e., vesting percentage)
shall be determined in accordance with the applicable vesting schedule in Dow
Employees' Pension Plan.

      


      PART
C – CADRE EMPLOYEE BENEFITS

      


      3.06           CADRE
BENEFITS

      


      A
Cadre Employee on assignment to the U.S. will receive the same defined benefit
accrual schedule with respect to his or her service in the U.S. as would have
applied under the Cadre Pension Plan if such individual had continued working
outside of the U.S (including death and disability benefits).  This Cadre
Benefit shall be determined in accordance with Section 3.4 of the Cadre Pension
Plan, based solely on the U.S. credited service, highest consecutive three-year
average compensation, and U.S. annual accrual rate; provided, however, that the
amount payable under this Plan shall also include any pay roll-up on the Cadre
Pension Plan benefit if such benefit is determined using U.S. sourced
compensation. 

      


      PART
D – ESRP BENEFITS

      


      
        	
                3.07

              	
                ESRP
      BENEFIT CALCULATIONS

              


      

      


      For
any Participant, the ESRP benefit under this Plan shall be the sum of the value
of (i) supplemental retirement benefits under Section 3.04 or 3.05, (ii) Cadre
Employee benefits under Section 3.06, (iii) returning CEO benefits under Section
3.03, and (iv) Restricted Benefits under Section 3.01, as
applicable.  For this purpose, actuarial equivalence under this Plan
shall be determined using the applicable actuarial factors contained in the Dow
Employees' Pension Plan as of the determination date.

      


      


      ARTICLE
IV

      DISTRIBUTION
OF RESTRICTED BENEFITS AND SUPPLEMENTAL RETIREMENT BENEFITS

      


      
        	
                4.01

              	
                PAYMENT
      OF RESTRICTED BENEFITS, DEPP COMPONENT AND PPA COMPONENT SUPPLEMENTAL
      RETIREMENT BENEFITS

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Form
      of Payment

              


      


      
        
           


        

        
          145

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                (i)

              	
                Restricted Benefits, DEPP
      Component Supplemental Retirement Benefits, and Cadre
      Benefits

              


      

      


      Subject
to the special rules provided in this Section 4.01, a Participant's vested
Restricted Benefits, vested DEPP Component Supplemental Retirement Benefits,
and/or vested Cadre Benefits accrued under the Plan shall be payable in one of
the actuarially equivalent life annuities described below.  In the
event the Participant does not select a form of payment, the following default
provisions will apply.  If a Participant is married or has a domestic
partner (as defined in the Dow Employees' Pension Plan) when the Participant
Separates from Service, then the Participant's vested Restricted Benefits,
vested DEPP Component Supplemental Retirement Benefits, and/or vested Cadre
Benefits shall be paid in the form of a 100 % joint and survivor
annuity.  If a Participant does not have a spouse or domestic partner
when the Participant Separates from Service, then the Participant's vested
Restricted Benefit, vested DEPP Component Supplemental Retirement Benefits,
and/or vested Cadre Benefits shall be paid in the form of a single life
annuity.  A Participant may elect an optional form of payment from the
list of actuarially equivalent life annuities (within the meaning of Treas. Reg.
section 1.409A-2(b)(2)(ii)) described below.  The election of an
optional form of payment by the Participant shall be made without regard to the
timing or form of payment elected by the Participant under the Dow Employees'
Pension Plan and must occur prior to the month in which benefit payments under
the Plan are scheduled to commence.

      


      The
optional forms of payment are:

      


      (A)           Single
life annuity

      


      (B)           50%
joint and survivor annuity

      


      (C)           100%
joint and survivor annuity

      


      
        	
                 
      

              	
                (D)

              	
                For
      the Restricted Benefits and/or DEPP Component Supplemental Retirement
      Benefits, to the extent the Participant is eligible to elect it, any of
      the three options described above – single life annuity, 50% joint and
      survivor annuity, or 100% joint and survivor annuity – with a Guaranteed
      Payout Option.

              


      

      


      The
Guaranteed Payout Option is an additional option elected in conjunction with one
of the life annuities otherwise available as a form of distribution under the
Plan. The Guaranteed Payout Option provides reduced benefits that are payable
monthly during the Participant's and surviving annuitant's lifetime(s), with any
remaining guaranteed payout amount paid in the form of a single lump sum payment
in the first month following the death of the last
annuitant.   Unless a Participant has (i) accrued less than 10
years of Eligibility or Vesting Service (as determined under the Dow Employees'
Pension Plan) and (ii) is considered Totally Disabled as defined under the Dow
Employees' Pension Plan, a Participant may elect the Guaranteed Payout
Option.

      


      The
amount of the guaranteed payout shall equal the excess, if any, of (i) the
Participant's account balance from a vested Restricted Benefit or a
vested DEPP Component Supplemental Retirement Benefit determined on the date
the Participant Separates from Service over (ii) the sum of all monthly benefits
payments made before the date of death of the last annuitant to die. The
Guaranteed Payout amount shall be paid to the Participant's remaining
Beneficiary as determined in Section 1.02.

      


      


      (ii)           PPA
Component Supplemental Retirement Benefits


      
        
           


        

        
          146

          
            

          

        

        
           


        

      


      A
Participant's vested PPA Component Supplemental Retirement Benefits payable
under the Plan shall be paid in the form of a single lump sum payment following
the Participant's Separation from Service.  Payment of the PPA
Component Supplemental Retirement Benefit shall be made without regard to the
timing or form of payment elected by the Participant under the Dow Employees'
Pension Plan.

      


      
        	
                 
      

              	
                (iii)

              	
                Small
      Benefits

              


      

      


      Notwithstanding
the provisions in this Section 4.01, if the present value of the sum of a
Participant's vested Restricted Benefits, vested DEPP Component Supplemental
Retirement Benefits, and/or vested Cadre Benefits under this Plan as of the date
the Participant Separates from Service, is equal to or less than twenty five
thousand dollars ($25,000), such benefits will instead be paid as a single lump
sum payment at the time provided in Section 4.01(b)(iii).

      


      (b)           Date
of Payment

      


      
        	
                 
      

              	
                (i)

              	
                Restricted
      Benefits, DEPP Component Supplemental Retirement Benefits, and Cadre
      Benefits

              


      

      


      Subject
to the delay for Key Employees, vested Restricted Benefits, vested DEPP
Component Supplemental Retirement Benefits, and vested Cadre Benefits accrued
under the Plan shall be payable commencing in the first month following the
Participant's Separation from Service.

      


      
        	
                 
      

              	
                (ii)

              	
                PPA
      Component Supplemental Retirement
Benefits

              


      

      


      
        	
                 
      

              	
                A
      Participant's vested PPA Component Supplemental Retirement Benefits
      accrued under the Plan shall be payable in the seventh month following the
      Participant's Separation from
Service.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                Small
      Benefits

              


      

      


      Subject
to the delay for Key Employees, a Participant's vested Restricted Benefits,
vested DEPP Component Supplemental Retirement Benefits, and/or vested Cadre
Benefits that satisfy the description of small benefits in Section 4.01(a)(iii)
shall be paid as a single lump sum in the third month following the
Participant's Separation from Service.

      


      
        	
                 
      

              	
                (iv)

              	
                Delay
      for Key Employees

              


      

      


      Notwithstanding
the foregoing, in the event the Participant is a Key Employee upon the
Participant's Separation from Service, any distribution of benefits under the
Plan shall be delayed until the seventh month following the date of the
Participant's Separation from Service (or if earlier, the date of the
Participant's death).  Amounts otherwise payable to the Participant
during such period of delay shall be accumulated and paid in the seventh month
following the Participant's Separation from Service, along with interest on the
delayed payments.

      


      
        	
                 
      

              	
                (v)

              	
                Change
      of Control

              


      

      


      Notwithstanding
the foregoing, in the event of a Change of Control, a Participant's vested
Restricted Benefits, vested DEPP Component Supplemental Retirement Benefits,
vested PPA Component Supplemental Retirement Benefits, and/or vested Cadre
Benefits accrued under this Plan shall become payable immediately and shall be
paid as a single lump sum payment within ninety (90) days of the Change of
Control, provided that the Participant shall not be able to designate the tax
year in which such lump sum payment will occur.

      


      
        	
                 
      

              	
                (c)

              	
                Benefit
      Payments upon Death

              


      

      



      
        
           


        

        
          147

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (i)

              	
                Death Prior to Commencement of
      Benefit Payments.  In the event of a Participant's death
      before the month in which benefit payments commence under Section 4.01(b),
      death benefits equal to the Participant's
      vested Restricted Benefits, vested DEPP Component Supplemental Retirement
      Benefits, vested PPA Component Supplemental Retirement Benefits, and/or
      vested Cadre Benefits, as applicable, shall be paid in the first month
      following the month in which the Participant dies.  The death
      benefit shall be payable in a lump sum to the Participant's
      Beneficiary.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Death after Commencement of
      Benefit Payments.  In the event of a Participant's death
      after benefit payments have commenced under Section 4.01(b), the death
      benefit, if any, payable hereunder shall be paid in accordance with the
      applicable form of payment specified in Section 4.01(a) and any optional
      form of payment elected by the Participant (if
  applicable).

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Benefit
      Payments upon Inclusion in Income

              


      

      


      
        	
                 
      

              	
                If
      a Participant's vested Restricted Benefits, vested DEPP Component
      Supplemental Retirement Benefits, vested PPA Component Supplemental
      Retirement Benefits, and/or vested Cadre Benefits under this Plan are
      includible in income pursuant to Code section 409A, such benefits shall be
      distributed immediately to the
Participant.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Permitted
      Delays in Distribution

              


      

      


      Notwithstanding
the foregoing, any payment to a Participant under the Plan shall be delayed upon
the Committee's reasonable anticipation of one or more of the following
events:

      


      
        	
                 
      

              	
                (i)

              	
                The
      Company's deduction with respect to such payment would be eliminated by
      application of Code section 162(m);
or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                The
      making of the payment would violate Federal securities laws or other
      applicable law;

              


      

      


      provided,
that any payment delayed pursuant to this Section 4.01 shall be paid in
accordance with Code section 409A and any official guidance issued
thereunder.

      


      


      


      
        	
                 
      

              	
                ARTICLE
      V

              


      

      FINANCING
OF BENEFITS

      


      
        	
                5.01

              	
                FINANCING
      OF BENEFITS

              


      

      


      The
entire cost of providing benefits under the Plan shall be paid by the Company
out of its current operating budget, and the Company shall not be required under
any circumstances to fund its obligations under the
Plan.  Notwithstanding the foregoing, the Company may, at its sole
option, informally fund its obligations under the Plan in whole or in part by
the creation of book reserves, the establishment of a grantor trust, the
purchase of insurance and other assets, or by other means.  In no
event shall any Participant or Beneficiary have any incidents of ownership to
any such insurance contracts or other assets.  In addition, no
Participant or Beneficiary shall be named a beneficiary under any such insurance
contract.  If the Company informally funds the Plan, in whole or in
part, the manner of such informal funding and the continuance or discontinuance
of such informal funding shall be the sole decision of the Company.

      


      
        	
                5.02

              	
                GENERAL
      CREDITOR

              


      

      


      The
Participant, and/or Beneficiary, shall be regarded as an unsecured general
creditor of the Company with respect to any rights derived by the Participant,
and/or Beneficiary, from the existence of this Plan.  Title to and
beneficial ownership of any Company assets (including any assets that may be
held in trust) which may be used to satisfy the Company's obligation for payment
of Restricted Benefits and Supplemental Retirement Benefits shall remain solely
the property of the Company.


      
        
           


        

        
          148

          
            

          

        

        
           


        

      

      


      
        	
                5.03

              	
                LIABILITY
      OF THE COMPANY

              


      

      


      Nothing
in this Plan shall constitute the creation of a trust or other fiduciary
relationship between the Company, its agents, representatives or other Employees
dealing with the Plan and the Participant, Beneficiary or any other
person.  The obligations of the Company under the Plan shall be an
unfunded and unsecured promise to pay.

      


      
        	
                5.04

              	
                ASSIGNMENT

              


      

      


      No
interest of any person in, or right to receive a distribution under, the Plan
shall be subject in any manner to sale, transfer, assignment, pledge,
attachment, garnishment, or other alienation or encumbrance of any kind; nor may
such interest or right to receive a distribution be taken, either voluntarily or
involuntarily for the satisfaction of the debts of, or other obligations or
claims against, such person.  The obligations and rights of the
Company under this Plan may be encumbered in the event of the Company's
insolvency.

      


      


      ARTICLE
VI

      MISCELLANEOUS

      


      
        	
                6.01

              	
                PLAN
      IS BINDING

              


      

      


      This
Plan shall be binding upon and inure to the benefit of the Company,
participating Employees and their respective successors, assigns, heirs,
personal representatives, executors, administrators, Beneficiaries, and
legatees.

      


      
        	
                 
      

              	
                6.02

              	
                ENTIRE
      PLAN

              


      

      


      This
document constitutes the entire Plan and no representations or other actions by
a Company Employee or representative may modify the rights and obligations set
forth in the Plan.

      


      
        	
                6.03

              	
                NO
      GUARANTEE OF EMPLOYMENT

              


      

      


      Nothing
in this Plan shall be construed as an employment contract or as a guarantee of
employment for any period of time.

      


      
        	
                6.04

              	
                GOVERNING
      LAW

              


      

      


      In
the event that ERISA does not preempt state law, the state law of Michigan
applies.

      


      
        	
                6.05

              	
                TERMINATION

              


      

      


      The
Company reserves the right to terminate the Plan completely subject to the
conditions set forth below.  Such termination shall have prospective
application only and shall not reduce or impair a Participant's right to
benefits accrued and vested under the Plan as of the date of
termination.  Each Participant shall receive written note of the
termination of the Plan describing the action taken in detail.  Any plan termination made pursuant to this Section 6.05
shall be performed in a manner consistent with the requirements of Code section
409A and any regulations or other
applicable guidance issued thereunder.

      


      Except
as provided in the next sentence, no amendment or termination of the Plan shall
adversely affect the rights of any Participant to any amounts accrued and vested
under this Plan as of the effective date of such amendment or
termination.  Upon termination of the Plan, distributions under this
Plan shall be made to Participants and beneficiaries in the manner and at the
time described in Article IV, unless the Company determines in its sole
discretion that all such amounts shall be distributed upon termination in
accordance with the requirements under Code section 409A.  Upon
termination of the Plan, no further benefit accruals under Article III shall be
permitted.


      
        
           


        

        
          149

          
            

          

        

        
           


        

      

      


      
        	
                6.06

              	
                WITHHOLDING
      TAXES

              


      

      


      The
Company shall have the right to withhold taxes from any payments made pursuant
to the Plan, or make such other provisions as it deems necessary or appropriate
to satisfy its obligations to withhold federal, state, local or foreign income
or other taxes incurred by reason of payments pursuant to the
Plan.  In lieu thereof, the Company shall have the right, to the
extent permitted by Code section 409A and other provisions of law, to withhold
the amount of such taxes from any other sums due or to become due from the
Company to the Participant or any Beneficiary upon such terms and conditions as
the Company may prescribe.  The Company may also accelerate and pay a
portion of a Participant's benefits in a lump sum equal to the Federal Insurance
Contributions Act ("FICA") tax imposed and the income tax withholding related to
such FICA amounts.

      


      
        	
                6.07

              	
                OVERPAYMENTS

              


      

      


      If
any overpayment of benefits is made under this Plan, the amount of the
overpayment must be refunded.

      


      6.08           PLAN
DOCUMENT CONTROLS

      


      Notwithstanding
the provisions of any agreement that was entered into with a Participant on or
before December 31, 2008, the terms of Article III shall control the accrual of
any benefits under this Plan and the terms of Article IV shall control the
payment of any benefits under this Plan.  The terms of Articles III
and IV shall supersede the applicable terms of any such agreements that
purported to control the accrual and payment of nonqualified deferred
compensation benefits under this Plan.

      


      


      


      ARTICLE
VII

      PLAN
ADMINISTRATION

      


      
        	
                7.01

              	
                ADMINISTRATION
      AND AMENDMENT

              


      

      


      This
Plan is administered by the Corporate Vice President of Human Resources of the
Company or her/his delegate.  The Corporate Vice President of Human
Resources of the Company or her/his delegate is authorized to construe and
interpret all Plan provisions, to adopt rules concerning the implementation of
Plan provisions, and to make any determinations necessary or appropriate
hereunder which shall be binding and conclusive on all
parties.  However, any discretionary actions regarding Section 16
Employees, as defined by the Securities Exchange Act of 1934 and determined by
the Company, are reserved for the Compensation Committee of the Board of
Directors of the Company.

      


      The
Compensation Committee of the Board of Directors of the Company is authorized to
amend the Plan.  Any amendment shall have prospective application only
and shall not reduce or impair a Participant's right to benefits accrued and
vested under of the Plan as of the date such amendment is made.  Each
Participant shall receive written notice of the amendment or termination of the
Plan describing the action taken in detail.

      


      Notwithstanding
the foregoing, no amendment of the Plan shall apply to amounts that were earned
and vested (within the meaning of Code section 409A and regulations thereunder)
under the Plan prior to 2005, unless the amendment specifically provides that it
applies to such amounts.  The purpose of this restriction is to
prevent a Plan amendment from resulting in an inadvertent "material
modification" to amounts that are "grandfathered" and exempt from the
requirements of Code section 409A.

      


      
        	
                7.02

              	
                CLAIMS
      SUBMISSION AND REVIEW PROCEDURE

              


      

      


      (a)           Designee
for Benefits Claims

      


      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


      
        
           


        

        
          150

          
            

          

        

        
           


        

      


      actions
shall be treated as a claim for benefits.  Benefits under this Plan
shall be payable only if the Corporate Vice President of Human Resources of the
Company or her/his delegate (the "Designee") or the Compensation Committee of
the Board of Directors of the Company (the "Administrator"), as the case may be,
determines, in its sole discretion, that a claimant is entitled to
them.

      


      
        	
                 
      

              	
                (b)

              	
                Initial
      Claim for Benefits

              


      

      


      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 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.

      


      
        	
                 
      

              	
                (c)

              	
                Appeal
      of Denied Claims

              


      

      


      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.  In no event shall the Administrator render
a final decision later than the initial 60 days plus the possible additional 60
days following receipt of the claimant's appeal.  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.

      



      
        
           


        

        
          151

          
            

          

        

        
           


        

      

      


      (d)           Binding
Interpretations

      


      The
interpretations and construction of the Plan by the Corporate Vice President of
Human Resources of the Company or her/his delegate shall be binding and
conclusive on all persons and for all purposes.  Notwithstanding the
above, any disagreement may be submitted to the Board of Directors of the
Company or the Compensation Committee of the Board of Directors of the Company,
for resolution provided that all interested parties agree to be bound by the
decision.  No member of the Board of Directors of the Company or
Company management shall be liable to any person for any action taken hereunder
except for those actions undertaken with lack of good faith.

      


      


      


      


      


      
        
          
            	
                    By:

                  	 
      
	 
      	
                    Gregory
      M. Freiwald

                  
	 
      	 
      
	
                    Its

                  	
                    Corporate
      Vice President

                  
	 
      	
                    Human
      Resources Department

                  
	 
      	
                    The
      Dow Chemical Company

                  
	 
      	 
      
	
                    Dated

                  	
                    December
      31, 2008

                  


          

        

      

      


      


      



      
        
           


        

        
          152

          
            

          

        

        
           


        

      


      APPENDIX
A

      GRANDFATHERED
AMOUNTS

      


       

      Distribution
of amounts that were earned and vested (within the meaning of Code section 409A
and regulations thereunder) under the Plan prior to 2005 (and earnings thereon)
and are exempt from the requirements of Code section 409A shall be made in
accordance with the Plan terms as in effect on October 3, 2004, as attached
hereto.

       

      [INSERT
PLAN AS IN EFFECT ON OCTOBER 3, 2004 HERE.]

      


      "[A
copy of The Dow Chemical Company Executives' Supplemental Retirement Plan in
effect on October 3, 2004 is contained in Exhibit 10(a) to The Dow Chemical
Company Annual Report on Form 10-K for the year ended December 31, 2004, and is
incorporated herein by this reference.]"

       

       

       

      153