ex-10dd.htm


    
      EXHIBIT
10(dd)

      
        
          

        

      

       

      


      The
Dow Chemical Company

      Elective
Deferral Plan

      Restated
and Effective January 1, 2009

      


      


      ARTICLE
I

      


      PURPOSE
AND EFFECTIVE DATE

      


      The
purpose of The Dow Chemical Company Elective Deferral Plan ("Plan") is to aid
The Dow Chemical Company and its subsidiaries in retaining and attracting
executive employees by providing them with tax deferred savings opportunities.
The Plan provides a select group of management and highly compensated employees
of The Dow Chemical Company and certain subsidiaries with the opportunity to
elect to defer receipt of specified portions of compensation, and to have these
deferred amounts treated as if invested in specified Hypothetical Investment
Benchmarks.  The benefits provided under the Plan shall be provided in
consideration for services to be performed after the effective date of the Plan,
but prior to the executive’s Separation from Service.

      


      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 Internal
Revenue Code of 1986 ("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.

      


      The
Plan shall be effective for deferrals made hereunder on or after January 1,
2005.  Amendments were made to the Plan on January 10, 2005 and March
11, 2005 to comply with the provisions of Code section 409A, and a minor
amendment was made to the Plan on January 23, 2006. On September 1, 2006, the
Plan was amended to further comply with the provisions of Code section 409A and,
effective September 1, 2006 and January 1, 2007, to change the Hypothetical
Investment Benchmarks.  On November 1, 2006, the Plan was amended for
Change of Control language.  On December 31, 2008, the Plan was
amended and restated to comply with the requirements of Code section 409A and
the final regulations thereunder, effective January 1, 2009.  For
rules that apply to the distribution of amounts that were earned and vested
prior to 2005 (and earnings thereon) and are exempt from the requirements of
Code section 409A, refer to the plan document in effect on October 3,
2004.

      


      


      ARTICLE
II

      


      DEFINITIONS

      


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

      
        	
                 

                Section
      2.01   Administrator.  "Administrator" means the
      Retirement Board appointed under the Dow Employees’ Pension
      Plan.

              
	 
      
	
                Section
      2.02   Base Salary.  “Base Salary” means the
      annual base rate of pay from the Company at which a Participant is
      employed (excluding Performance Awards, commissions, relocation expenses,
      and other non-regular forms of compensation) before deductions under (A)
      deferrals pursuant to Section 4.02 and (B) contributions made on his or
      her behalf to any qualified plan maintained by any Company or to any
      cafeteria plan under Code section 125 maintained by any
      Company.  "Base Salary" for a Cadre Employee means the annual
      base rate of pay (excluding Performance Awards, commissions, relocation
      expenses, and other non-regular forms of compensation) before the
      deductions listed above payable to a Cadre Employee while the Cadre
      Employee is on U.S. assignment.

              
	 
      
	
                Section
      2.03   Base Salary Deferral.  “Base Salary
      Deferral” means the amount of a Participant’s Base Salary which the
      Participant elects to have withheld on a pre-tax basis from his or her
      Base Salary and credited to his or her Deferral Account pursuant to
      Section 4.02.

              


      


      
        
           


        

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

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

              
	 
      
	
                Section
      2.06   Cadre Employee.  “Cadre Employee” means an
      employee who has been authorized by Dow Europe GmbH to participate in the
      Cadre Pension Plan and who earns compensation while on assignment in the
      U.S.

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

              
	 
      
	
                Section
      2.08   Code.  "Code" means the Internal Revenue
      Code of 1986, as amended.

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

              
	 
      
	
                Section
      2.10   Company.  "Company" means The Dow Chemical
      Company, its successors, any subsidiary or affiliated organizations
      authorized by the Board or the Administrator to participate in the Plan
      and any organization into which or with which The Dow Chemical Company may
      merge or consolidate or to which all or substantially all of its assets
      may be transferred.

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

              
	 
      
	
                Section
      2.12   Deferred Amount.   "Deferred Amount"
      means the amount deferred pursuant to Section 4.02.

              
	 
      
	
                Section
      2.13   Designee.  “Designee” means The Dow
      Chemical Company’s Global Compensation & Benefits Department to whom
      the Administrator has delegated the authority to take action under the
      Plan.

              
	 
      
	
                Section
      2.14   Disabled.  “Disabled” or "Disability"
      means a Participant who, by reason of any medically determinable physical
      or mental impairment which can be expected to result in death or can be
      expected to last for a continuous period of not less than 12 months, is
      receiving income replacement benefits for a period of not less than 3
      months under the Company's ERISA welfare plan that provides long-term
      disability payments.  The Administrator, in its complete and
      sole discretion, shall determine whether a Participant is
      Disabled.  The Administrator may require that the Participant
      submit to an examination on an annual basis, at the expense of the Company
      at which such Participant was employed, by a competent physician or
      medical clinic selected by the Administrator to confirm the Participant is
      Disabled.  On the basis of such medical evidence, the
      determination of the Administrator as to whether or not a condition of
      Disability exists or continues shall be
  conclusive.

              


      


      
        
           


        

        
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                Section
      2.15   Discretionary Company
      Contribution.  "Discretionary Company Contribution" means an
      amount credited to a Participant's Deferral Account pursuant to Section
      7.09.

              
	 
      
	
                Section
      2.16    Domestic Partner.  A person who is a
      member of a Domestic Partnership.

              
	 
      
	
                Section
      2.17    Domestic Partnership.  A partnership
      of two people that meets the definition of “Domestic Partnership” as
      defined in the Savings Plan.

              
	 
      
	
                Section
      2.18   Eligible Compensation.  "Eligible
      Compensation" means any Base Salary, Performance Awards and any other
      monies treated as eligible compensation by The Dow Chemical Company,
      payable to a Participant to the extent the Participant is on the U.S.
      payroll of the Company at the time the amount would have otherwise been
      paid to the Participant.  "Eligible Compensation" for a Cadre
      Employee means any Base Salary, Performance Awards and any other monies
      treated as eligible compensation by The Dow Chemical Company, payable to a
      Cadre Employee while the Cadre Employee is on U.S.
      assignment.  

              
	 
      
	
                Section
      2.19   Eligible Employee.  “Eligible Employee”
      means an employee of any Company who: (i) is a United States employee or
      an expatriate who is paid from one of The Dow Chemical Company’s U.S.
      entities, (ii) is a member of the functional specialist/functional leader
      or global leadership job families, (iii) has a job level of 362 points or
      higher,  (iv) is eligible for participation in the Savings Plan,
      (v) is designated by the Administrator as eligible to participate in the
      Plan as of September 30 for deferral of Base Salary and Performance
      Awards, and (vi) qualifies as a member of the “select group of management
      or highly compensated employees” under ERISA.  For purposes of
      Section 7.09, Discretionary Company Contributions, only, “Eligible
      Employee” means an employee who: (i) is a United States employee, (ii) has
      terminated employment with a foreign affiliate of the Company and has
      accepted employment with one of the Company’s U.S. entities, (iii) is
      eligible for a signing bonus from one of the Company’s U.S. entities, (iv)
      has a job level of 208 points or higher, (v) is eligible for participation
      in the Savings Plan and (vi) qualifies as a member of the “select group of
      management or highly compensated employees” under
ERISA.

              
	 
      
	
                Section
      2.20   ERISA.   "ERISA" means the Employee
      Retirement Income Security Act of 1974, as amended.

              
	 
      
	
                Section
      2.21   Executive Life Insurance.  “Executive Life
      Insurance” means a life insurance policy under TDCC Executive Split Dollar
      Life Insurance Plan, or the UCC Executive Life Insurance
    Plan.

              
	 
      
	
                Section
      2.22   Fair Market Value.  "Fair Market Value" of
      a share of Common Stock means the closing price of The Dow Chemical
      Company’s Common Stock on the New York Stock Exchange on the most recent
      day on which the Common Stock was so traded that precedes the date the
      Fair Market Value is to be determined. The definition of Fair Market Value
      in this Section shall be exclusively used to determine the values of a
      Participant’s interest in The Dow Chemical Company Stock Index Fund
      (defined in Section 6.02(b)) for all relevant purposes under the
      Plan.

              
	 
      
	
                Section
      2.23   Form of Payment.  "Form of Payment" means
      payment in one lump sum or in substantially equal monthly, quarterly or
      annual installments not to exceed 15 years.

              
	 
      
	
                Section
      2.24   Hardship Withdrawal.  “Hardship
      Withdrawal” means the early payment of all or part of the balance in a
      Deferral Account(s) in the event of an Unforeseeable
      Emergency.

              
	 
      
	
                Section
      2.25   Hypothetical Investment
      Benchmark.  “Hypothetical Investment Benchmark” shall mean the
      phantom investment benchmarks which are used to measure the return
      credited to a Participant’s Deferral Account.

              
	 
      
	
                Section
      2.26   Key Employee.  "Key Employee" means any
      Eligible Employee or Cadre Employee who has a job level of 820 points or
      higher as of his Separation from Service.

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

              
	 
      
	
                Section2.28   Participant.  "Participant"
      means any individual who is eligible and makes an election to participate
      in this Plan by filing a Participation Agreement as provided in Article
      IV.

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

              


      


      
        
           


        

        
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                Section
      2.30   Performance Awards.   “Performance
      Awards” means the amount paid in cash to the Participant by any Company in
      the form of annual incentive bonuses for a Plan
      Year.  "Performance Awards" for a Cadre Employee means the
      annual incentive bonuses for a Plan Year payable to a Cadre Employee while
      the Cadre Employee is on U.S. assignment.

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

              
	 
      
	
                Section
      2.32   Phantom Share Units.   “Phantom Share
      Units” means units of deemed investment in shares of The Dow Chemical
      Company Common Stock so determined under Section
  6.02(b).

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

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

              
	 
      
	
                Section
      2.35   Section 16 Participant.  “Section 16
      Participant” means an officer or director of The Dow Chemical Company
      required to report transactions in The Dow Chemical Company securities to
      the Securities and Exchange Commission pursuant to Section 16(a) of the
      Securities Exchange Act of 1934.

              
	 
      
	
                Section
      2.36   Separation from Service.  "Separation from
      Service” or "Separates from Service" means 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 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.

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

              
	 
      
	
                Section
      2.38   Valuation Date.   "Valuation Date"
      means the last day of each calendar month or such other date as the
      Administrator in its sole discretion may
  determine.

              


      

      


      


      


      ARTICLE
III

      


      ADMINISTRATION

      


      Section
3.01   Administrator Duties. This Plan shall be administered by
the Administrator.  The Administrator shall act by a majority of its
members by vote at a meeting or by unanimous consent in writing.  If
all members of the Administrator are not available, a quorum, consisting of
three (3) members of the Administrator, may act by a majority of the
quorum.  It may authorize one or more of its members to execute
documents in its behalf.  Any person, upon written notification of the
authorization, shall accept and rely upon that authorization until notified in
writing that the Administrator has revoked the authorization.  The
Administrator shall appoint a secretary (who may or may not be an Administrator
member) to keep all minutes of its meetings and to receive and deliver all
notices.  The secretary shall record and, where appropriate,
communicate to all persons affected all delegations made by the Administrator of
its responsibilities, any rules and procedures adopted by the Administrator and
all other formal actions taken by the Administrator.  No member of
the


      
        
           


        

        
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      Administrator
shall vote or act on any matter relating solely to him/herself. The
Administrator may meet by means of a conference telephone or similar
communications equipment that enables all persons participating in the meeting
to hear each other, and such participation in a meeting shall constitute
presence in person at the meeting and waiver of notice of such
meeting.

      


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

      


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

      


      Neither
The Dow Chemical Company, any other Company, a member of the Board, a member of
the Administrator nor the 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 Administrator and the Designee against expenses
(including attorneys' fees), judgments, fines, amounts paid in settlement,
actually and reasonably incurred by  such person in connection with
any threatened, pending or actual suit, action or proceeding (whether civil,
criminal, administrative or investigative in nature or otherwise) in which such
person may be involved by reason of the fact that he or she is or was serving
this Plan in any capacity at the request of The Dow Chemical Company, the
Administrator  or Designee.

      


      Any
expense incurred by The Dow Chemical Company or the Administrator relative to
the administration of this Plan shall be paid by The Dow Chemical Company and/or
may be deducted from the Deferral Accounts of the Participants as determined by
the Administrator or Designee.

      


      Section
3.02   Claim Procedure.  If a Participant or
Beneficiary (“claimant”) makes a written request alleging a right to receive
payments under this Plan or alleging a right to receive an adjustment in
benefits being paid under this Plan, such actions shall be treated as a claim
for benefits.  Benefits under this Plan shall be payable only if the
Designee or the Administrator, as the case may be, determines, in its sole
discretion, that a claimant is entitled to them.

      


      (a)   All
initial claims for benefits under this Plan shall be sent to the
Designee.  If the Designee determines that any individual who has
claimed a right to receive benefits, or different benefits, under this Plan is
not entitled to receive all or any part of the benefits claimed, the Designee
shall inform the claimant in writing of such determination and the reasons
therefor in terms calculated to be understood by the claimant.  The
notice shall be sent within 90 days (45 days when the claim for benefits relates
to receipt of disability payments) of receipt of the claim unless the Designee
determines that additional time, not exceeding 90 additional days (30 days when
the claim for benefits relates to receipt of disability payments and a second
additional 30 days for a benefits determination when the Designee determines the
additional time is necessary), is needed and so notifies the claimant in writing
before the expiration of the initial 90 day period (45 day period when the claim
relates to receipt of disability benefit payments).  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


      
        
           


        

        
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      Department
of Labor Regulation Section 2560.503-1(m)) to the claim.  Such notice
shall, in addition, inform the claimant of the procedure that the claimant
should follow to take advantage of the review procedures set forth below in the
event the claimant desires to contest the denial of the claim, including the
right to bring a civil action under Section 502(a) of ERISA following exhaustion
of review procedures set forth herein.

      


      (b)   The
claimant may within 60 days (180 days when the review relates to receipt of
disability benefits) 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
(45 days when the claim relates to receipt of disability payments) of the
written request for review, unless the Administrator determines that additional
time, not exceeding 60 days (45 days when the claim relates to disability
payments), is needed, and so notifies the claimant in writing before the
expiration of the initial 60 day period (45 days when the claim relates to
disability payments).  In no event shall the Administrator render a
final decision later than the initial 60 days (45 days when the claim relates to
the receipt of disability payments) plus the possible additional 60 days (45
days when the claim relates to the receipt of disability payments) 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.

      


      ARTICLE
IV

      


      PARTICIPATION

      


      Section
4.01   Participation.

      


      (a)   Eligible
Employees.  In general, participation in the Plan shall be limited to
Eligible Employees who elect to participate in this Plan by filing a
Participation Agreement with the Administrator in accordance with the Company's
enrollment procedures.  A Participation Agreement normally must be
filed on or prior to the November 30 (Eastern Standard Time) immediately
preceding the Plan Year in which the Eligible Compensation to which the
Participation Agreement relates is earned. An individual shall not be eligible
to elect to participate in this Plan unless the individual qualifies as an
Eligible Employee for the Plan Year for which the election is
made.  The Administrator, in its sole discretion and to the extent
permitted by Code section 409A and the regulations or other guidance issued
thereunder, may permit a newly Eligible Employee to submit a Participation
Agreement within 30 days after the date the Eligible Employee becomes eligible,
and deferrals shall commence as soon as practical thereafter for Eligible
Compensation earned after the Administrator receives a completed and timely
submitted Participation Agreement.

      


      (b)   Cadre
Employees.  Cadre Employees shall also be eligible to participate in
the Plan by filing a Participation Agreement with the Administrator in
accordance with the Company's enrollment procedures.  A Participation
Agreement normally must be filed on or prior to the November 30 (Eastern
Standard Time) immediately preceding the Plan Year in which the Eligible
Compensation to which the Participation Agreement relates is
earned.  The Administrator, in its sole discretion and to the extent
permitted by Code section 409A and the regulations or other guidance issued
thereunder, may permit a newly eligible Cadre Employee to submit a Participation
Agreement within 30 days after the date the Cadre Employee becomes eligible, and
deferrals shall commence as soon as practical thereafter for Eligible
Compensation earned after the Administrator receives a completed and timely
submitted Participation Agreement.  In addition, the Administrator, in
its sole discretion and to the extent permitted by Code section 409A Code and
the regulations or other guidance issued thereunder, may permit a newly eligible
Cadre Employee for the first Plan Year in which the Cadre Employee is a
resident


      
        
           


        

        
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      alien
to make a deferral election in a timely manner as permitted under Treas. Reg.
Section 1.409A-2(c).

      


      


      
        	
                Section
      4.02   Contents of Participation
  Agreement.

              
	 
      
	
                (a)   Eligible
      Employees.  Subject to Article VII, each Participation Agreement
      shall set forth the amount of Eligible Compensation for the Plan Year to
      which the Participation Agreement relates that is to be deferred under the
      Plan (the "Deferred Amount"), expressed as either a dollar amount or a
      percentage of the Base Salary and Performance Awards for such Plan Year;
      provided, that the minimum Deferred Amount for any Plan Year shall not be
      less than 5% (in 5% increments) of Base Salary and/or 5% (in 5%
      increments) of any Performance Award and the maximum Deferred Amount for
      any Plan Year shall not exceed 50% of Base Salary and 85% of any
      Performance Award.  In accordance with the provisions contained
      in Article VII, each Participation Agreement shall also set forth a time
      and Form of Payment of a Deferred Amount.  Participation
      Agreements are to be completed in a format specified by the
      Administrator.

              
	 
      
	
                (b)   Cadre
      Employees.  A Cadre Employee's Participation Agreement shall set
      forth the amount of Base Salary for the Plan Year to which the
      Participation Agreement relates that is to be deferred under the Plan (the
      "Deferred Amount"), expressed as a whole percentage of the Base Salary for
      such Plan Year; provided that the maximum Deferred Amount for any Plan
      Year shall not exceed 15% of Base Salary.  In addition, each
      Participation Agreement shall, in accordance with the provisions contained
      in Article VII, set forth a time and Form of Payment of a Deferred
      Amount.  Participation Agreements are to be completed in a
      format specified by the Administrator.

              
	
                  

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

              


      

      


      ARTICLE
V

      


      DEFERRED
COMPENSATION

      


      
        	
                Section
      5.01   Elective Deferred Compensation.  Except
      for Section 16 Participants, the Deferred Amount of a Participant with
      respect to each Plan Year of participation in the Plan shall be credited
      to the Participant’s Deferral Account as and when such Deferred Amount
      would otherwise have been paid to the Participant.  For Section
      16 Participants who elect to direct their Deferred Amount to the
      Hypothetical Investment Benchmark of The Dow Chemical Company Stock Index
      Fund only, the Deferred Amount of that Participant with respect to each
      Plan Year of participation shall be credited to the Participant’s Deferral
      Account in the Hypothetical Investment Benchmark of 125% of Ten Year
      Treasury Notes as and when such Deferred Amount would otherwise have been
      paid to the Participant; on a quarterly basis (on the last business day of
      the months of March, June, September and December), such Deferred Amount
      shall be reallocated to the Hypothetical Investment Benchmark of The Dow
      Chemical Company Stock Index Fund.  If a Participant is employed
      at a Company other than The Dow Chemical Company, such Company shall pay
      or transfer the Deferred Amounts for all such Company’s Participants to
      The Dow Chemical Company as and when the Deferred Amounts are withheld
      from a Participant’s Base Salary or Performance Award.  Such
      forwarded Deferred Amounts will be held as part of the general assets of
      The Dow Chemical Company.  The earnings credit under Section
      6.02 based on a Participant’s investment selection among the Hypothetical
      Investment Benchmarks specified in Appendix A hereto, as amended by the
      Administrator from time to time, shall be borne by The Dow Chemical
      Company.  To the extent that any Company is required to withhold
      any taxes or other amounts from the Deferred Amount pursuant to any state,
      Federal or local law, such amounts shall be taken out of other
      compensation eligible to be paid to the Participant that is not deferred
      under this Plan.

              
	 
      
	
                Section
      5.02   Vesting of Deferral Account.  Except as
      provided in Sections 7.09 and 7.10, a Participant shall be 100% vested in
      his or her Deferral Account as of each Valuation Date.

              
	 
      


      

      


      ARTICLE
VI

      


      MAINTENANCE
AND INVESTMENT OF ACCOUNTS

      


      Section
6.01   Maintenance of Accounts.  Separate Deferral
Accounts shall be maintained for each Participant.  More than one
Deferral Account may be maintained for a Participant as necessary to reflect (a)
various Hypothetical 

      
 

      
        
          
             


          

          
            262

            
              

            

          

          
             


          

        

      

      


      Investment
Benchmarks and/or (b) separate Participation Agreements specifying different
times and Forms of Payment.  A Participant's Deferral Account(s) shall
be utilized solely as a device for the measurement and determination of the
amounts to be paid to the Participant pursuant to this Plan, and shall not
constitute or be treated as a trust fund of any kind.  The
Administrator shall determine the balance of each Deferral Account, as of each
Valuation Date, by adjusting the balance of such Deferral Account as of the
immediately preceding Valuation Date to reflect changes in the value of the
deemed investments thereof, credits and debits pursuant to Section 6.02 and
Section 7.08 and distributions pursuant to Article VII with respect to such
Deferral Account since the preceding Valuation Date.

      


      Section
6.02   Hypothetical Investment
Benchmarks.  (a)  Each Participant shall be entitled to
direct the manner in which his or her Deferral Accounts will be deemed to be
invested, selecting among the Hypothetical Investment Benchmarks specified in
Appendix A hereto, as amended by the Administrator from time to time, and in
accordance with such rules, regulations and procedures as the Administrator may
establish from time to time.  Notwithstanding anything to the contrary
herein, earnings and losses based on a Participant’s investment elections shall
begin to accrue as of the date such Participant’s Deferred Amounts are credited
to his or her Deferral Accounts.    Participants, except for
Section 16 Participants, can reallocate among the Hypothetical Investment
Benchmarks on a daily basis.  Section 16 Participants can reallocate
among the Hypothetical Investment Benchmarks in accordance with such rules,
regulations and procedures as the Administrator may establish from time to
time.

      


      (b)
(i)   The Hypothetical Investment Benchmarks available for
Deferral Accounts will include "The Dow Chemical Company Stock Index
Fund.”  The Dow Chemical Company Stock Index Fund will consist of
deemed investments in shares of The Dow Chemical Company Common Stock including
reinvestment of dividends, stock splits and without brokerage
fees.  Deferred Amounts that are deemed to be invested in The Dow
Chemical Company Stock Index Fund shall be converted into Phantom Share Units
based upon the Fair Market Value of the Common Stock as of the date(s) the
Deferred Amounts are to be credited to a Deferral Account.  The
portion of any Deferral Account that is invested in The Dow Chemical Company
Stock Index Fund shall be credited, as of each dividend payment date, with
additional Phantom Share Units of Common Stock with respect to cash dividends
paid on the Common Stock with record dates during the period beginning on the
day after the most recent preceding Valuation Date and ending on such Valuation
Date.

      


      (ii)   When
a reallocation or a distribution of all or a portion of a Deferral Account that
is invested in The Dow Chemical Company Stock Index Fund is to be made, the
balance in such a Deferral Account shall be determined by multiplying the Fair
Market Value of one share of Common Stock on the most recent Valuation Date
preceding the date of such reallocation or distribution by the number of Phantom
Share Units to be reallocated or distributed.  Upon a distribution,
the amounts in The Dow Chemical Company Stock Index Fund shall be distributed in
the form of cash having a value equal to the Fair Market Value of a comparable
number of actual shares of Common Stock.

      


      (iii)   In
the event of a reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, or other change in the corporate
structure of The Dow Chemical Company affecting Common Stock, or a sale by The
Dow Chemical Company of all or part of its assets, or any distribution to
stockholders other than a normal cash dividend, then the Administrator may make
appropriate adjustments to the number of Phantom Share Units credited to any
Deferral Account.  The determination of the Administrator as to such
adjustments, if any, to be made shall be conclusive.

      


      (iv)   Notwithstanding
any other provision of this Plan,  the Administrator shall adopt such
procedures as it may determine are necessary to ensure that with respect to any
Participant who is actually or potentially subject to Section 16(b) of the
Securities Exchange Act of 1934, as amended, the crediting of deemed shares to
his or her Deferral Account is deemed to be an exempt purchase for purposes of
such Section 16(b), including without limitation requiring that no shares of
Common Stock or cash relating to such deemed shares may be distributed for six
months after being credited to such Deferral Account.

      


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

      


      ARTICLE
VII

      


      BENEFITS

      


      Section
7.01   Time and Form of Payment.  The Dow Chemical
Company shall pay to the Participant the balance of each Deferral Account at the
time and in the Form of Payment as provided in this Article.  If the
Participant is employed at


      
        
           


        

        
          263

          
            

          

        

        
           


        

      


      a
Company other than The Dow Chemical Company, such Company shall pay the balance
of such Participant’s Deferral Account, pursuant to the terms of the Plan, and
The Dow Chemical Company shall reimburse such Company for any such
payments.

      


      (a)   Distributions
in a Specific Year.  A Participant may elect in a Participation
Agreement to have a Deferral Account be distributed in a lump sum (determined as
of the most recent Valuation Date preceding the payment date) in cash in a
specific future year or be distributed in installment payments (either annual,
quarterly or monthly for up to 15 years) beginning in a specific future
year.  Except when a Participant elects quarterly installment
payments, distributions pursuant to this Section 7.01(a) shall be made or
commence on the January 31st (or the last immediately preceding business day of
January if such January 31st is not a business day) of the year that the
Participant has selected to begin receiving distributions.  If a
Participant has selected quarterly installment payments, such distributions
shall commence on the March 31st (or the last immediately preceding business day
of March if such March 31st is not a business day) of the year that the
Participant has selected to begin receiving distributions.

      


      (b)   Distributions
upon Separation from Service.  Alternatively, a Participant may elect
in a Participation Agreement to have a Deferral Account be distributed (i) in a
lump sum (determined as of the most recent Valuation Date preceding the payment
date) in cash in the year after the year in which the Participant's Separation
from Service occurs, (ii) in installment payments (either annual, quarterly or
monthly for up to 15 years) beginning in the year after the year in which the
Participant's Separation from Service occurs, (iii) in a lump sum (determined as
of the most recent Valuation Date preceding the payment date) in cash in the
second year after the year in which the Participant’s Separation from Service
occurs, or (iv) in installment payments (either annual, quarterly or monthly for
up to 15 years) beginning in the second year after the year in which the
Participant’s Separation from Service occurs.  Except when a
Participant elects quarterly installment payments, such distributions pursuant
to this Section 7.01(b) shall be made or commence on the January 31st (or the
last immediately preceding business day of January if such January 31st is not a
business day) of the applicable year.  If a Participant has selected
quarterly installment payments, such distributions pursuant to this Section
7.01(b) shall commence on the March 31st (or the last immediately preceding
business day of March if such March 31st is not a business day) of the
applicable year.

      


      (c)   Distributions
upon Separation from Service by a Key Employee.  Notwithstanding the
foregoing, distributions may not be made to a Key Employee upon a Separation
from Service before the date which is six months after the date of the Key
Employee's Separation from Service (or, if earlier, the date of the Key
Employee's death).  Any amounts that would otherwise be paid during
this period of delay shall be accumulated and paid on the first day of the
seventh month after the Participant's Separation from Service (or, if earlier,
the first day of the month after the Participant's death).

      


      (d)   Calculation
of Installments.  If a Participant has elected in a Participation
Agreement to have a Deferral Account be distributed in installment payments,
each installment payment shall equal (i) the balance of such Deferral Account as
of the most recent annual Valuation Date preceding the payment date, times (ii)
a fraction, the numerator of which is one and the denominator of which is the
number of remaining installment payments.  Each subsequent installment
shall be paid on or about the succeeding anniversary of such first payment or in
quarterly or monthly intervals, if selected.  Each such installment
shall be deemed to be made on a pro rata basis from each of the different deemed
investments of the Deferral Account (if there is more than one such deemed
investment).

      


      Section
7.02   Changing Time or Form of Benefit. A Participant may
subsequently elect an alternative time or Form of payment as available under
Section 7.01 by written election filed with the Administrator; provided,
however, that:

      


      (a)   the
election will not be effective for the twelve (12) month period after the date
on which the election is made;

      


      (b)   the
election must be made at least twelve (12) months prior to the date the
distribution is scheduled to be made or commence; and,

       

      (c)   a
distribution may not be made earlier than at least five (5) years following the
date the distribution would have been made or commenced.

      


      Section
7.03   Survivor Benefit.  Notwithstanding any election
by a Participant in a Participation Agreement or provisions of the Plan to the
contrary, if a Participant dies 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 death) to the
Participant's Beneficiary or Beneficiaries (as the case may be) in a lump sum in
cash as soon as administratively practicable within 90 days after the
Participant's death, provided that such beneficiary or beneficiaries shall not
have the right


      
        
           


        

        
          264

          
            

          

        

        
           


        

      


      to
designate the taxable year of payment.  If a Participant was employed
at a Company other than The Dow Chemical Company, such Company shall pay the
remaining balance of such deceased Participant’s Deferral Account in accordance
with the preceding sentence, and The Dow Chemical Company shall reimburse the
Company for such payment.

      


      Section
7.04   Disability.  Notwithstanding any election by a
Participant in a Participation Agreement or provisions of the Plan to the
contrary, if a Participant incurs a Disability 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
death) to the Participant in a lump sum in cash as soon as administratively
practicable within 90 days after the Participant becomes Disabled, provided that
the Participant shall not have the right to designate the taxable year of
payment.  If a Participant was employed at a Company other than The
Dow Chemical Company, such Company shall pay the remaining balance of such
Participant’s Deferral Account in accordance with the preceding sentence, and
The Dow Chemical Company shall reimburse the Company for such
payment.

      


      Section
7.05   Small Benefit Distribution.  Notwithstanding any
elections by a Participant in a Participation Agreement or provisions of the
Plan to the contrary, the Administrator shall distribute all of a Participant's
or Beneficiary's vested Deferral Account balances at any time after the
Participant's Separation from Service if the sum of such balances does not
exceed ten thousand dollars ($10,000) and results in the termination of the
Participant's entire interest in the Plan as provided under Section 409A of the
Code.

      


      Section
7.06   Hardship Withdrawals.   Notwithstanding the
provisions of Section 7.01 and any elections by a Participant in a Participation
Agreement, 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 7.06.  A distribution
pursuant to this Section 7.06 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 7.06 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 a
distribution will be permitted pursuant to this Section 7.06 shall be made by
the Administrator.  Upon such an early payment under this Section 7.06
in a Plan Year, the Participant's deferral election pursuant to Section 4.02
shall be cancelled with respect to any Deferred Amounts that would otherwise be
deferred for the remainder of such Plan Year.

      


      Section
7.07   Change of Control.  In accordance with the
Company's procedures and to the extent permitted by Code section 409A, a
Participant may elect in a Participation Agreement that, if a Change of Control
occurs, the Participant shall receive a lump sum payment of the balance of the
Participant's applicable Deferral Account within thirty (30) days after the
Change of Control.  Certain Participants were provided with transition
elections during the Code section 409A transition period to have their 2005 -
2008 Deferral Accounts, if any, paid in a lump sum within thirty (30) days
after a Change of Control.  In the event a Participant did not
elect to have his 2005 - 2008 Deferral Accounts, if any, paid in a lump sum upon
a Change of Control, such 2005 – 2008 Deferral Accounts, if any, will be
distributed in accordance with the Participant’s Distribution elections in the
relevant Participation Agreements. 

      


      


      Section
7.08   Matching Contribution.  Each Eligible Employee
who elects to make deferrals of Eligible Compensation to the Plan will be
credited with a Matching Contribution utilizing the same formula authorized
under the Savings Plan for employer matching contributions.  For
purposes of calculating the match under this Plan, The Dow Chemical Company will
assume each Participant is contributing the maximum allowable amount to the
Savings Plan and receiving a match thereon.  The Matching Contribution
calculated under provisions of this Plan will be reduced by this assumed match
from the Savings Plan.  Notwithstanding the foregoing, the sum of the
Matching Contribution under the Plan plus the assumed employer matching
contributions under the Savings Plan may not exceed fifteen thousand dollars
($15,000) in each Plan Year.  The amount of the Matching Contribution
may be based on a formula that takes into account a Participant's overall
compensation and may be subject to maximum or minimum
limitations.  The Matching Contribution shall be credited to the
Deferral Account as soon as administratively feasible within the first 60 days
of the following Plan Year.  The Matching Contribution shall be
invested among the same Hypothetical Investment Benchmarks as defined in 6.02 in
the same proportion as the elections made by the Participant governing the
Eligible Compensation deferrals of the Participant at such time.  The
Matching Contribution for a Plan Year shall be distributed to the Participant at
the same time and in the same Form of Payment as the Participant's Deferred
Amount (and earnings thereon) for such Plan Year in accordance with this Article
VII, and will vest one hundred percent (100%) on the date credited to the
Participant’s account.  In the event a Participant has elected one
time and Form of Payment with respect to his or her Base Salary Deferral for
such


      
        
           


        

        
          265

          
            

          

        

        
           


        

      


      Plan
Year and another time and Form of Payment with respect to his or her Performance
Deferral for such Plan Year, the Matching Contribution (and earnings thereon)
for such Plan Year shall be distributed in accordance with the time and Form of
Payment applicable to the Participant's Base Salary Deferral for such Plan
Year.   A Cadre Employee is not eligible for a Matching
Contribution.

      


      If
a Participant is employed by a Company, other than The Dow Chemical Company, an
amount equal to all Matching Contributions credited to Participants of such
Company shall be paid or transferred in full by such Company to The Dow Chemical
Company as of the date such Matching Contribution is credited to a Participant’s
Deferral Account.  The Dow Chemical Company shall hold such amounts as
part of the general assets of The Dow Chemical Company.

      


      Section
7.09   Discretionary Company Contributions.   Any
Company may at any time contribute a discretionary Company
contribution.  This discretionary Company contribution may be for
payments including, but not limited to, signing or retention
bonuses.  The amount of the discretionary Company contribution may
vary from payroll period to payroll period throughout the Plan Year, may be
based on a formula which takes into account a Participant's overall
compensation, and otherwise may be subject to maximum or minimum limitations.
The discretionary Company contribution shall be credited to the Deferral Account
as soon as administratively feasible following the end of the payroll
period.  The discretionary contribution shall be invested among the
same Hypothetical Investment Benchmarks as defined in 6.02 in the same
proportion as the elections made by the Participant governing the deferrals of
the Participant at the time, or if none, 125% of Ten Year Treasury
Notes.  Subject to the other provisions contained in this Article VII,
any vested discretionary contribution (and earnings thereon) shall be
distributed to the Participant in cash in a lump sum on January 31st following
the Participant's Separation from Service.  Any vesting schedule shall
be determined by the Administrator at the time the discretionary Company
contribution is made.  An Cadre Employee is not eligible for a
discretionary Company contribution.

      


      If
a Participant is employed at a Company other than The Dow Chemical Company, such
Company shall pay or transfer to The Dow Chemical Company any amounts designated
as discretionary Company contributions for all such Participants as of the date
such discretionary Company contributions are credited to a Participant’s
Deferral Account.  The Dow Chemical Company shall hold such amounts as
part of the general assets of The Dow Chemical Company.

      


      Section
7.10   Special Cadre Plan Contributions.  Each Cadre
Employee will be credited with a nondiscretionary Company contribution equal to
(1) 4% of the Cadre Employee's monthly Base Salary for each month while he is an
eligible to participate in the Plan, and (2) 12% of the Cadre Employee's
Performance Awards received annually while he is eligible to participate in the
Plan. The Company contribution shall be credited to the Deferral Account as soon
as administratively feasible following the end of the applicable
period.  The Company contribution shall be invested among the same
Hypothetical Investment Benchmarks as defined in 6.02 in the same proportion as
the elections made by the Participant governing the deferrals of the Participant
at the time, or if none, 125% of Ten Year Treasury Notes.  Subject to
the other provisions contained in this Article VII, the Company contribution
shall be distributed to the Participant at the same time and in the same form as
the Participant's deferrals for the Plan Year in which the nondiscretionary
Company contribution is made in accordance with this Article VII.  In
the event a Participant has elected one time and Form of Payment with respect to
his or her Base Salary Deferral for such year and another time and Form of
Payment with respect to his or her Performance Deferral for such year, the
Company contribution (and earnings thereon) for such year shall be distributed
in accordance with the time and From of Payment applicable to the Participant's
Base Salary Deferral for such year.  The nondiscretionary Company
contributions will vest one hundred percent (100%) on the date the Participant
has earned five years of vesting service (recognizing all service with the
Company (and its affiliates) with 1 year of vesting service credited for each
calendar year during which the employee receives pay for 1,000 or more hours of
service).

      


      If
a Participant is employed by a company other than The Dow Chemical Company, an
amount equal to all nondiscretionary Company contributions credited to
Participants of such company shall be paid or transferred in full by such
company to The Dow Chemical Company as of the date such contribution is credited
to a Participant’s Deferral Account.  The Dow Chemical Company shall
hold such amounts as part of the general assets of The Dow Chemical
Company.

      


      Section
7.11   Withholding of Taxes.  Notwithstanding any other
provision of this Plan, any Company shall withhold from payments made hereunder
any amounts required to be so withheld by any applicable law or regulation. 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.

      


      Section
7.12   Distribution Upon Inclusion in
Income.  Notwithstanding the foregoing, if a portion of the
Participant's Deferral Account balance is includible in income under Code
section 409A, such portion shall be distributed immediately to the
Participant.


      
        
           


        

        
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      ARTICLE
VIII

      


      BENEFICIARY
DESIGNATION

      


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

      


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

      


      to
the spouse or Domestic Partner of such person, if any;

      to
the children of such person, if any;

      to
the beneficiary of any company paid life insurance of such person, if
any;

      to
the beneficiary of the Executive Life Insurance of such person, if
any;

      to
the beneficiary of any Company-sponsored life insurance policy for which any
Company pays all or part of the premium of such person, if any; or

      to
the deceased person’s estate.

      


      


      ARTICLE
IX

      


      AMENDMENT
AND TERMINATION OF PLAN

      


      Section
9.01   Amendment.  The Board may at any time amend this
Plan in whole or in part, provided, however, that no amendment shall be
effective to decrease the balance in any Deferral Account as accrued at the time
of such amendment, nor shall any amendment otherwise have a retroactive
effect.  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.

      


      Section
9.02   Company's Right to Terminate.  The Board may at
any time terminate the Plan with respect to future Participation
Agreements.  The Board may also terminate the Plan in its entirety at
any time for any reason, including without limitation if, in its judgment, the
continuance of the Plan, the tax, accounting, or other effects thereof, or
potential payments thereunder would not be in the best interests of The Dow
Chemical Company.  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.  In the event a Participant is employed by a Company other
than The Dow Chemical Company at the time distributions are made as a result of
the plan termination and such Company makes the required payments to the
Participant, The Dow Chemical Company shall transfer to such Company an amount
equal to the amount paid to the Participant on account of termination of the
Plan.  Any Company may cease participation in the Plan for any reason
by notifying The Dow Chemical Company in writing at least 30 days prior to such
Company’s cessation of participation.  Payments to Participants by any
such Company will commence in accordance with the terms of the Plan and the
Company's cessation of participation will otherwise comply with Code section
409A.

      


      Section
9.03   Effect of Amendment or Termination.  Except as
provided in the next sentence, no amendment or termination of the Plan shall
adversely affect the rights of any Participant to amounts credited to his
Deferral Accounts as of the effective date of such amendment or
termination.  Upon termination of the Plan, distribution of balances
in Deferral Accounts shall be made to Participants and beneficiaries in the
manner and at the time described in Article VII, 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 deferrals of Eligible
Compensation shall be permitted; however, earnings, gains and losses shall
continue to be credited to Deferral Account balances in accordance with Article
VI until the Deferral Account balances are fully distributed.


      
        
           


        

        
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      ARTICLE
X

      


      MISCELLANEOUS

      


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

      


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

      


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

      


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

      


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

      


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

      


      Section
10.07  Successors of the Company.  The rights and
obligations of The Dow Chemical Company shall inure to the benefit of, and shall
be binding upon, the successors and assigns of The Dow Chemical
Company.

      


      Section
10.08  Waiver of Breach.  The waiver by The Dow Chemical
Company of any breach of any provision of the Plan by the Participant shall not
operate or be construed as a waiver of any subsequent breach by the
Participant.

      


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

      


      



      
        
           


        

        
          268

          
            

          

        

        
           


        

      


      


      By:

                 Gregory
Freiwald

      


      Its:     Corporate
Vice President

                 Human
Resources Department

                 The
Dow Chemical Company

      



      
        
           


        

        
          269

          
            

          

        

        
           


        

      


      APPENDIX
A

      


      


      


      The
Dow Chemical Company Stock Index Fund

      


      125%
of Ten Year Treasury Notes

      


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

      


      Vanguard
500 Index Fund

      


      T.
Rowe Price Mid-Cap Growth Fund

      


      Fidelity
Low-Priced Stock Fund

      


      Fidelity
Diversified International Trust (Effective September 1, 2006)

       

      Vanguard Balanced Index Fund

       

       

       

      270