DOW CHEMICAL CO /DE/
EX-10(P)
<DOCUMENT>
<TYPE>EX-10.(P)
<SEQUENCE>2
<FILENAME>a2167550zex-10_p.htm
<DESCRIPTION>EX-10(P)
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY BGCOLOR="#FFFFFF" LINK=BLUE  VLINK=PURPLE>
<BR>
<FONT SIZE=3 ><A HREF="#06CHI1199_2">QuickLinks</A></FONT>
<font size=3> -- Click here to rapidly navigate through this document</font>
<P ALIGN="RIGHT"><FONT SIZE=2><A
NAME="page_ke1200_1_117"> </A> </FONT></P>

<!-- TOC_END -->
<P ALIGN="RIGHT"><FONT SIZE=2><A
NAME="ke1200_exhibit_10(p)"> </A>
<A NAME="toc_ke1200_1"> </A>
<BR></FONT><FONT SIZE=2><B>EXHIBIT 10(p)    <BR>    </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>The Dow Chemical Company<BR>
Elective Deferral Plan  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>ARTICLE I  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B> <U>PURPOSE AND EFFECTIVE DATE</U>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The purpose of The Dow Chemical Company Elective Deferral Plan ("Plan") is to aid The Dow Chemical Company and its subsidiaries in retaining and attracting
executive employees by providing them with tax deferred savings opportunities. The Plan provides a select group of management and highly compensated employees, within the meaning of Sections 201(2),
301(a)3 and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (ERISA) and therefore exempt from Parts 2, 3, and 4 of Title I of ERISA, of The Dow Chemical Company with the
opportunity to elect to defer receipt of specified portions of compensation, and to have these deferred amounts treated as if invested in specified Hypothetical Investment Benchmarks. The Plan shall
be effective for deferral elections made hereunder on or after January&nbsp;1, 2001. The benefits provided under the Plan shall be provided in consideration for services to be performed after the
effective date of the Plan, but prior to the executive's retirement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective
December&nbsp;15, 1994, The Dow Chemical Company originally adopted The Dow Chemical Company Elective Deferral Plan. Minor amendments were made to the Plan on
December&nbsp;11, 1997. On October&nbsp;19, 2000 The Dow Chemical Company amended and restated the Plan, to be effective as of January&nbsp;1, 2001, to read as set forth in this Plan document.
Minor amendments to the restated Plan were made on December&nbsp;11, 2000, September&nbsp;10, 2001, October&nbsp;4, 2001, September&nbsp;9, 2002, December&nbsp;2, 2002, February&nbsp;3,
2003, April&nbsp;7, 2003, July&nbsp;7, 2003, August&nbsp;4, 2003 and December&nbsp;10, 2003. The Dow Chemical Company again restated the Plan on August&nbsp;6, 2004, effective as of
January&nbsp;1, 2001, in order to clarify certain provisions of the Plan. Minor amendments to the restated Plan were made on October&nbsp;7, 2004. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>ARTICLE II  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B> <U>DEFINITIONS</U>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For the purposes of this Plan, the following words and phrases shall have the meanings indicated, unless the context clearly indicates otherwise: </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.01</U>&nbsp;&nbsp;&nbsp;&nbsp;Administrator.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Administrator" means the Retirement Board
appointed under the Dow Employees' Pension Plan. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.02</U>&nbsp;&nbsp;&nbsp;&nbsp;Base Salary.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"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)&nbsp;deferrals pursuant to Section&nbsp;4.02 and (B)&nbsp;contributions made on his or her behalf to any qualified plan maintained by any Company or to any cafeteria plan under
Section&nbsp;125 of the Internal Revenue Code maintained by any Company. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.03</U>&nbsp;&nbsp;&nbsp;&nbsp;Base Salary Deferral.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Base Salary Deferral" means the amount
of a Participant's Base Salary which the Participant elects to have withheld on a pre-tax basis from his Base Salary and credited to his or her Deferral Account pursuant to
Section&nbsp;4.02. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.04</U>&nbsp;&nbsp;&nbsp;&nbsp;Beneficiary.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Beneficiary" means the person, persons or entity
designated by the Participant to receive any benefits payable under the Plan pursuant to Article&nbsp;VIII. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.05</U>&nbsp;&nbsp;&nbsp;&nbsp;Board.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Board" means the Board of Directors of The Dow Chemical
Company. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.06</U>&nbsp;&nbsp;&nbsp;&nbsp;Change of Control.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Plan, a "Change of
Control" shall be deemed to have occurred upon: (i)&nbsp;the dissolution or liquidation of The Dow Chemical Company; (ii)&nbsp;a reorganization, merger or consolidation of The Dow Chemical Company
with one or more corporations as a result of which The Dow Chemical Company is not a surviving corporation; (iii)&nbsp;approval by the stockholders of The Dow Chemical Company of any sale, lease,
exchange, or other transfer (in one or series of transactions) of all or substantially all of the assets of The Dow Chemical </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>117</FONT></P>

<HR NOSHADE>
<P style='page-break-before:always'></p>
<!-- ZEQ.=1,SEQ=1,EFW="2167550",CP="DOW CHEMICAL",DN="2",CHK=902736,FOLIO='117',FILE='DISK127:[06CHI0.06CHI1200]KE1200A.;11',USER='ABLIJDE',CD='15-FEB-2006;20:12' -->
<A NAME="page_ke1200_1_118"> </A>

<P><FONT SIZE=2>Company;
(iv)&nbsp;approval by the stockholders of The Dow Chemical Company of any merger or consolidation of The Dow Chemical Company in which the holders of the voting stock of The Dow Chemical
Company immediately before the merger or consolidation will not own fifty percent (50%) or more of the outstanding
voting shares of the continuing or surviving corporation immediately after such merger or consolidation, or (v)&nbsp;a change of fifty-one percent (51%) (rounded to the next whole
person) in the membership of the Board of Directors of The Dow Chemical Company within a twenty-four (24)&nbsp;month period, unless the election or nomination for election by
stockholders of each new director within such period was approved by the vote of eighty-five percent (85%) (rounded to the next whole person) of the directors still in office who were in
office at the beginning of the twenty-four month period. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.07</U>&nbsp;&nbsp;&nbsp;&nbsp;Common Stock.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Common Stock" means the common stock of The Dow
Chemical Company. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.08</U>&nbsp;&nbsp;&nbsp;&nbsp;Company.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Company" means The Dow Chemical Company, its
successors, any subsidiary or affiliated organizations authorized by the Board or the Retirement Board to participate in the Plan and any organization into which or with which The Dow Chemical Company
may merge or consolidate or to which all or substantially all of its assets may be transferred. </FONT></P>


<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.09</U>&nbsp;&nbsp;&nbsp;&nbsp;Deferral Account.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Deferral Account" means the notional account
established for record keeping purposes for each Participant pursuant to Article&nbsp;VI. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.10</U>&nbsp;&nbsp;&nbsp;&nbsp;Deferral Period.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Deferral Period" is defined in
Section&nbsp;4.02. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.11</U>&nbsp;&nbsp;&nbsp;&nbsp;Deferred Amount.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Deferred Amount" is defined in
Section&nbsp;4.02. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.12</U>&nbsp;&nbsp;&nbsp;&nbsp;Designee.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Designee" shall mean The Dow Chemical Company's
North American Compensation Resource Center to whom the Retirement Board has delegated the authority to take action under the Plan. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.13</U>&nbsp;&nbsp;&nbsp;&nbsp;Disability.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Disability" means eligibility for disability
benefits under the terms of the Long-Term Disability Plan maintained by The Dow Chemical Company. The Retirement Board, in its complete and sole discretion, shall determine a Participant's
disability. The Administrator may require that the Participant submit to an examination on an annual basis, at the expense of the Company at which such Participant was employed, by a competent
physician or medical clinic selected by the Retirement Board to confirm Disability. On the basis of such medical evidence, the determination of the Retirement Board as to whether or not a condition of
Disability exists or continues shall be conclusive. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.14</U>&nbsp;&nbsp;&nbsp;&nbsp;Eligible Compensation.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Eligible Compensation" means any Base
Salary, Performance Awards or Other Bonuses and any other monies deemed to be eligible compensation by The Dow Chemical Company. </FONT></P>


<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.15</U>&nbsp;&nbsp;&nbsp;&nbsp;Eligible Employee.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Eligible Employee" means a key employee of
any Company who: (i)&nbsp;is a United States employee or an expatriate who is paid from one of The Dow Chemical Company's U.S. entities, (ii)&nbsp;is a member of the functional
specialist/functional leader or global leadership job families, (iii)&nbsp;has a job level of L2 or higher, (iv)&nbsp;is eligible for participation in the Savings Plan, (v)&nbsp;is designated by
the Administrator as eligible to participate in the Plan as of September&nbsp;30 for deferral of Base Salary and
Performance Awards, and (vi)&nbsp;qualifies as a member of the "select group of management or highly compensated employees" under ERISA. </FONT></P>


<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.16</U>&nbsp;&nbsp;&nbsp;&nbsp;ERISA.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"ERISA" means the Employee Retirement Income Security
Act of 1974, as amended. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.17</U>&nbsp;&nbsp;&nbsp;&nbsp;Fair Market Value.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"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&nbsp;6.02(b)) for all relevant purposes under the Plan. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.18</U>&nbsp;&nbsp;&nbsp;&nbsp;Form of Payment.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Form of Payment" means payment in one lump
sum or in substantially equal monthly, quarterly or annual installments not to exceed 15&nbsp;years. </FONT></P>


<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.19</U>&nbsp;&nbsp;&nbsp;&nbsp;Hardship Withdrawal.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"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. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>118</FONT></P>

<HR NOSHADE>
<P style='page-break-before:always'></p>
<!-- ZEQ.=2,SEQ=2,EFW="2167550",CP="DOW CHEMICAL",DN="2",CHK=991657,FOLIO='118',FILE='DISK127:[06CHI0.06CHI1200]KE1200A.;11',USER='ABLIJDE',CD='15-FEB-2006;20:12' -->
<A NAME="page_ke1200_1_119"> </A>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.20</U>&nbsp;&nbsp;&nbsp;&nbsp;Hypothetical Investment Benchmark.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Hypothetical Investment
Benchmark" shall mean the phantom investment benchmarks which are used to measure the return credited to a Participant's Deferral Account. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.21</U>&nbsp;&nbsp;&nbsp;&nbsp;Matching Contribution.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Matching Contribution" means the amount
of annual matching contribution that each Company will make to the Plan. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.22</U>&nbsp;&nbsp;&nbsp;&nbsp;Other Bonus.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Other Bonus" means the amount awarded to a
Participant for a Plan Year under any other incentive plan maintained by any Company that has been established and authorized as eligible for deferral. </FONT></P>


<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.23</U>&nbsp;&nbsp;&nbsp;&nbsp;Other Deferral.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Other Deferral" means the amount of a
Participant's Other Bonus which the Participant elects to have withheld on a pre-tax basis credited to his or her account pursuant to Section&nbsp;4.02. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.24</U>&nbsp;&nbsp;&nbsp;&nbsp;Participant.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"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&nbsp;IV. </FONT></P>


<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.25</U>&nbsp;&nbsp;&nbsp;&nbsp;Participation Agreement.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Participation Agreement" means an
agreement filed by a Participant in accordance with Article&nbsp;IV. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.26</U>&nbsp;&nbsp;&nbsp;&nbsp;Performance Awards.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"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. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.27</U>&nbsp;&nbsp;&nbsp;&nbsp;Performance Deferral.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"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&nbsp;4.02. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.28</U>&nbsp;&nbsp;&nbsp;&nbsp;Phantom Share Units.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Phantom Share Units" means units of
deemed investment in shares of The Dow Chemical Company Common Stock so determined under Section&nbsp;6.02(b). </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.29</U>&nbsp;&nbsp;&nbsp;&nbsp;Plan Year.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Plan Year" means a twelve-month period beginning
January&nbsp;1 and ending the following December&nbsp;31. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.30</U>&nbsp;&nbsp;&nbsp;&nbsp;Retirement.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Retirement" means normal or early retirement of a
Participant from the Companies after attaining age 65 or age 50 with at least ten years of service under the Dow Employees' Pension Plan or any other defined benefit pension plan maintained by a
Company under which a Participant is eligible to receive a benefit. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.31</U>&nbsp;&nbsp;&nbsp;&nbsp;Retirement Board.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Retirement Board" means the general
administrator of the Plan appointed under the Dow Employees' Pension Plan. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.32</U>&nbsp;&nbsp;&nbsp;&nbsp;Savings Plan.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Savings Plan" means The Dow Chemical Company
Employees' Savings Plan as it currently exists and as it may subsequently be amended. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.33</U>&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;16 Participant.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Section&nbsp;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&nbsp;16(a) of the Securities Exchange Act of 1934. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.34</U>&nbsp;&nbsp;&nbsp;&nbsp;Termination of Employment.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Termination of Employment" means
the cessation of a Participant's services as an employee of the Companies, whether voluntary or involuntary, for any reason other than Retirement, Disability or Death. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.35</U>&nbsp;&nbsp;&nbsp;&nbsp;Unforeseeable Emergency.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Unforeseeable Emergency" means severe
financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, loss of the Participant's property due to
casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of the Participant as determined by the Administrator. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>119</FONT></P>

<HR NOSHADE>
<P style='page-break-before:always'></p>
<!-- ZEQ.=3,SEQ=3,EFW="2167550",CP="DOW CHEMICAL",DN="2",CHK=293158,FOLIO='119',FILE='DISK127:[06CHI0.06CHI1200]KE1200A.;11',USER='ABLIJDE',CD='15-FEB-2006;20:12' -->
<A NAME="page_ke1200_1_120"> </A>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;2.36</U>&nbsp;&nbsp;&nbsp;&nbsp;Valuation Date.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;"Valuation Date" means the last day of each
calendar month or such other date as the Administrator in its sole discretion may determine. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>ARTICLE III  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B> <U>ADMINISTRATION</U>  </B></FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;3.01</U>&nbsp;&nbsp;&nbsp;&nbsp;Administrator Duties.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This Plan shall be administered by the
Retirement Board. The Retirement Board shall consist of not less than three members who may, but need not, be employed by any Company. Each person appointed to the Retirement Board shall signify
acceptance of his or her position and may resign by delivery of a written notice to The Dow Chemical Company. The Dow Chemical Company may remove any member at its pleasure by delivery of a written
notice to the member. In the event of any vacancy in membership, The Dow Chemical Company shall (or, if at least three members are then serving, may in its discretion) appoint a successor to fill the
vacancy in office; provided, however, that the Retirement Board may exercise its full authority and discretion notwithstanding the existence of any vacancy. Members shall serve without compensation
for their services. The Retirement Board shall act by a majority of its members by vote at a meeting or by unanimous consent in writing. If all members of the Retirement Board are not available, a
quorum, consisting of three (3)&nbsp;members of the Retirement Board, may act by a majority of the quorum. It may authorize one or more of its members to execute documents in its behalf. Any person,
upon written notification of the authorization, shall accept and rely upon that authorization until notified in writing that the Retirement Board has revoked the authorization. The Retirement Board
shall appoint a secretary (who may or may not be a Retirement Board member) to keep all minutes of its meetings and to receive and deliver all notices. The secretary shall record and, where
appropriate, communicate to all persons affected all delegations made by the Retirement Board of its responsibilities, any rules and procedures adopted by the Retirement Board and all other formal
actions taken by the Retirement Board. No member of the Retirement Board shall vote or act on any matter relating solely to him/herself. The Administrator may participate in a meeting of such
committee by means of a conference telephone or similar communications equipment that enables all persons participating in the meeting to hear each other, and such participation in a meeting shall
constitute presence in person at the meeting and waiver of notice of such meeting. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Retirement Board shall be responsible for the administration of this Plan and shall have all powers necessary to administer this Plan, including discretionary authority to determine
eligibility for benefits and to decide claims under the terms of this Plan, except to the extent that any such powers that are specially vested in any other person administering this Plan by the
Administrator. The Administrator may from time to time establish rules for the administration of this Plan, and it shall have the exclusive right to interpret this Plan and to decide any matters
arising in connection with the administration and operation of this Plan. All rules, interpretations and decisions of the Administrator shall be conclusive and binding on any Company, Participants and
Beneficiaries. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Retirement Board has delegated to the North American Compensation Resource Center responsibility for performing certain administrative and ministerial functions under this Plan. The
Designee shall be responsible for determining in the first instance issues related to eligibility, Hypothetical Investment Benchmarks, distribution of Deferred Amounts, determination of account
balances, crediting of hypothetical earnings and debiting of hypothetical losses and of distributions, withdrawals, deferral elections and any other duties concerning the
day-to-day operation of this Plan. The Retirement Board shall have discretion to delegate such additional duties as it may determine. The Designee may retain and supervise
outside providers, third party administrators, record keepers and professionals (including in-house professionals) to perform any or all of the duties delegated to it hereunder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither
The Dow Chemical Company, any other Company, a member of the Board, a member of the Retirement Board nor any Designee shall be liable for any act or action hereunder, whether of
omission or commission, by any other member or employee or by any agent to whom duties in connection with the administration of this Plan have been delegated or for anything done or omitted to be done
in connection with this Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Dow Chemical Company shall, to the fullest extent permitted by law, indemnify each director, officer or employee of The Dow Chemical Company (including the heirs, executors,
administrators and other personal representatives of such person), each member of the Retirement Board and any Designee against expenses (including attorneys' fees), judgments, fines, amounts paid in
settlement, actually and reasonably incurred by such person in connection with any threatened, pending or actual suit, action or proceeding (whether civil, criminal, administrative or investigative in
nature or otherwise) in which such person may be involved by reason of the fact that he or she is or was serving this Plan in any capacity at the request of The Dow Chemical Company, the Administrator
or Designee. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>120</FONT></P>

<HR NOSHADE>
<P style='page-break-before:always'></p>
<!-- ZEQ.=4,SEQ=4,EFW="2167550",CP="DOW CHEMICAL",DN="2",CHK=572858,FOLIO='120',FILE='DISK127:[06CHI0.06CHI1200]KE1200A.;11',USER='ABLIJDE',CD='15-FEB-2006;20:12' -->
<A NAME="page_ke1200_1_121"> </A>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;3.02</U>&nbsp;&nbsp;&nbsp;&nbsp;Claim Procedure.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If a Participant or Beneficiary makes a
written request alleging a right to receive payments under this Plan or alleging a right to receive an adjustment in benefits being paid under this Plan, such actions shall be treated as a claim for
benefits. All claims for benefits under this Plan shall be sent to the Designee. If the Designee determines that any individual who has claimed a right to receive benefits, or different benefits,
under this Plan is not entitled to receive all or any part of the benefits claimed, the Designee shall inform the claimant in writing of such determination and the reasons therefor in terms calculated
to be understood by the claimant. The notice shall be sent within 60&nbsp;days of the claim unless the Designee determines that additional time, not exceeding 60 additional days, is needed and so
notifies the claimant. The notice shall make specific reference to the pertinent Plan provisions on which the denial is based, and shall describe any additional material or information that is
necessary to perfect the claim. Such notice shall, in addition, inform the claimant of the procedure that the claimant should follow to take advantage of the review procedures set forth below in the
event the claimant desires to contest the denial of the claim. The claimant may within 60&nbsp;days thereafter submit in writing to the Administrator a notice that the claimant contests the denial
of his or her claim and desires a further review by the Administrator. The Administrator shall within 60&nbsp;days thereafter review the claim and authorize the claimant to review pertinent
documents and submit issues and comments relating to the claim to the Administrator. The Administrator will render a final decision on behalf of The Dow Chemical Company with specific reasons therefor
in writing and will transmit it to the claimant within 60&nbsp;days of the written request for review, unless the Administrator determines that additional time, not exceeding 60&nbsp;days, is
needed, and so notifies the claimant. If the Administrator fails to respond to a claim filed in accordance with the foregoing within 60&nbsp;days or any such extended period, the claim shall be
deemed to have been denied. If such determination is favorable to the claimant, it shall be binding and conclusive. If such determination is adverse to the claimant, it shall be binding and conclusive
unless the claimant notifies the Retirement Board within 90&nbsp;days after the mailing or delivery to him or her by the Retirement Board of its determination that he or she intends to institute
legal proceedings challenging the determination of the Retirement Board, and actually institutes such legal proceeding within 180&nbsp;days after such mailing or delivery. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>ARTICLE IV  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B> <U>PARTICIPATION</U>  </B></FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;4.01</U>&nbsp;&nbsp;&nbsp;&nbsp;Participation.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Participation in the Plan shall be limited to
Eligible Employees who elect to participate in this Plan by filing a Participation Agreement with the Administrator. A Participation Agreement must be filed on or prior to the November&nbsp;30
immediately preceding the Plan Year for which it is effective. The Administrator shall have the discretion to establish special deadlines regarding the filing of Participation Agreements for
Participants. Notwithstanding the foregoing, the Retirement Board, in its sole discretion, may permit a newly eligible Participant to submit a Participation Agreement within 30&nbsp;days of that
employee becoming eligible, and deferrals shall commence as soon as practical thereafter. An individual shall not be eligible to elect to participate in this Plan unless the individual is a
Participant for the Plan Year for which the election is made. In the event a Participant transfers to a subsidiary of any Company and such subsidiary does not participate in the Plan, the
Participant's Deferred Amount shall cease, and the Participant's Deferral Account shall remain in effect until such time as the benefits are distributed as originally elected by the Participant in the
Participation Agreement. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;4.02</U>&nbsp;&nbsp;&nbsp;&nbsp;Contents of Participation Agreement.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Subject to
Article&nbsp;VII, each Participation Agreement shall set forth: (i)&nbsp;the amount of Eligible Compensation for the Plan Year or performance period to which the Participation Agreement relates
that is to be deferred under the Plan (the "Deferred Amount"), expressed as either a dollar amount or a percentage of the Base Salary and Performance Awards for such Plan Year or performance period; </FONT> <FONT SIZE=2><I>provided</I></FONT><FONT
SIZE=2>, that the minimum Deferred Amount for any Plan Year or performance period shall not be less than 5% (in 5% increments) of Base Salary and/or 5%
(in 5% increments) of Performance Award/Other Bonus; (ii)&nbsp;the maximum Deferred Amount for any Plan Year or performance period shall not exceed 50% of Base Salary and 85% of Performance
Award/Other Bonus; (iii)&nbsp;the period after which payment of the Deferred Amount is to be made or begin to be made (the "Deferral Period"), which shall be (A)&nbsp;a specific future year, not
greater than the year the Participant reaches age 70<SUP>1</SUP>/<SMALL>2</SMALL> or (B)&nbsp;the period ending upon the Retirement or prior termination of employment of the Participant; and (iv)&nbsp;the
form in which payments are to be made, which may be a lump sum or in substantially equal monthly, quarterly or annual installments not to exceed 15&nbsp;years. Participation Agreements are to be
completed in a format specified by the Administrator. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>121</FONT></P>

<HR NOSHADE>
<P style='page-break-before:always'></p>
<!-- ZEQ.=5,SEQ=5,EFW="2167550",CP="DOW CHEMICAL",DN="2",CHK=263327,FOLIO='121',FILE='DISK127:[06CHI0.06CHI1200]KE1200A.;11',USER='ABLIJDE',CD='15-FEB-2006;20:12' -->
<A NAME="page_ke1200_1_122"> </A>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;4.03</U>&nbsp;&nbsp;&nbsp;&nbsp;Modification or Revocation of Election by Participant.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;A
Participant may not change the amount of his or her Deferred Amount during a Plan Year. A Participant's Participation Agreement may not be made, modified or revoked retroactively, nor may a deferral
period be shortened or reduced except as expressly provided in this Plan. For deferrals to occur from Performance Awards, the Participant must be actively employed, an eligible retiree or a member of
an entire class of employees identified by the Administrator as eligible under Section&nbsp;7.10. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>ARTICLE V  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B> <U>DEFERRED COMPENSATION</U>  </B></FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;5.01</U>&nbsp;&nbsp;&nbsp;&nbsp;Elective Deferred Compensation.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Except for Section&nbsp;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&nbsp;16 Participants who elect to direct their Deferred Amount to the Hypothetical Investment Benchmark of The Dow Chemical Company
Stock Index Fund only, the Deferred Amount of that Participant with respect to each Plan Year of participation shall be credited to the Participant's Deferral Account in the Hypothetical Investment
Benchmark of 125% of Ten Year Treasury Notes as and when such Deferred Amount would otherwise have been paid to the Participant; on a quarterly basis (on the last business day of the months of March,
June, September and December), such Deferred Amount shall be reallocated to the Hypothetical Investment Benchmark of The Dow Chemical Company Stock Index Fund. If a Participant is employed at a
Company other than The Dow Chemical Company, such Company shall pay or transfer the Deferred Amounts for all such Company's Participants to The Dow Chemical Company as and when the Deferred Amounts
are withheld from a Participant's Base Salary, Performance Award or Other Bonus. Such forwarded Deferred Amounts will be held as part of the general assets of The Dow Chemical Company. The earnings
based on a Participant's investment selection among the Hypothetical Investment Benchmarks specified in Appendix&nbsp;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. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;5.02</U>&nbsp;&nbsp;&nbsp;&nbsp;Vesting of Deferral Account.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Except as provided in
Sections&nbsp;7.03 and 7.15, a Participant shall be 100% vested in his or her Deferral Account as of each Valuation Date. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>ARTICLE VI  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B> <U>MAINTENANCE AND INVESTMENT OF ACCOUNTS</U>  </B></FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;6.01</U>&nbsp;&nbsp;&nbsp;&nbsp;Maintenance of Accounts.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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)&nbsp;various Hypothetical Investment Benchmarks and/or
(b)&nbsp;separate Participation Agreements specifying different Deferral Periods and/or forms of payment. A Participant's Deferral Account(s) shall be utilized solely as a device for the measurement
and determination of the amounts to be paid to the Participant pursuant to this Plan, and shall not constitute or be treated as a trust fund of any kind. The Administrator shall determine the balance
of each Deferral Account, as of each Valuation Date, by adjusting the balance of such Deferral Account as of the immediately preceding Valuation Date to reflect changes in the value of the deemed
investments thereof, credits and debits pursuant to Section&nbsp;6.02 and Section&nbsp;7.03 and distributions pursuant to Article&nbsp;VII with respect to such Deferral Account since the
preceding Valuation Date. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;6.02</U>&nbsp;&nbsp;&nbsp;&nbsp;Hypothetical Investment Benchmarks.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(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&nbsp;A hereto, as
amended by the Administrator from time to time, and in accordance with such rules, regulations and procedures as the Administrator may establish from time to time. Notwithstanding anything to the
contrary herein, earnings and losses based on a Participant's investment elections shall begin to accrue as of the date such Participant's Deferral Amounts are credited to his or her Deferral
Accounts.&nbsp;&nbsp;&nbsp;&nbsp;Participants, except for Section&nbsp;16 Participants, can reallocate among the Hypothetical Investment Benchmarks on a daily basis. Section&nbsp;16 Participants can
reallocate among the Hypothetical Investment Benchmarks in accordance with such rules, regulations and procedures as the Administrator may establish from time to time. This reallocation capability is
extended to the monies associated with deferrals for services performed on or after January&nbsp;1, 2001. Account balances from deferrals that occurred prior to January&nbsp;1, 2001 will maintain
the investment direction authorized under similar prior plans. Notwithstanding the foregoing, once </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>122</FONT></P>

<HR NOSHADE>
<P style='page-break-before:always'></p>
<!-- ZEQ.=6,SEQ=6,EFW="2167550",CP="DOW CHEMICAL",DN="2",CHK=485494,FOLIO='122',FILE='DISK127:[06CHI0.06CHI1200]KE1200B.;9',USER='ABLIJDE',CD='15-FEB-2006;20:12' -->
<A NAME="page_ke1200_1_123"> </A>

<P><FONT SIZE=2>within
180&nbsp;days after Retirement a Participant may reallocate deferrals that occurred prior to January&nbsp;1, 2001 between The Dow Chemical Company Stock Index Fund and the 125% of Ten Year
Treasury Note Hypothetical Investment Benchmarks. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;(i)&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;In
the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, or other change in the corporate
structure of The Dow Chemical Company affecting Common Stock, or a sale by The Dow Chemical Company of all or part of its assets, or any distribution to stockholders other than a normal cash dividend,
then the Administrator may make appropriate adjustments to the number of deemed shares credited to any Deferral Account. The determination of the Retirement Board as to such adjustments, if any, to be
made shall be conclusive. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;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&nbsp;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&nbsp;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. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;6.03</U>&nbsp;&nbsp;&nbsp;&nbsp;Statement of Accounts.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>ARTICLE VII  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B> <U>BENEFITS</U>  </B></FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;7.01</U>&nbsp;&nbsp;&nbsp;&nbsp;Time and Form of Payment.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;At the end of the Deferral Period for
each Deferral Account, The Dow Chemical Company shall pay to the Participant the balance of such Deferral Account at the time or times elected by the Participant in the applicable Participation
Agreement. If the Participant is employed at a Company other than The Dow Chemical Company, such Company shall pay the balance of such Participant's Deferral Account, pursuant to the terms of the
Plan, and The Dow Chemical Company shall reimburse such Company for any such payments. If the Participant has elected to receive payments from a Deferral Account in a lump sum, The Dow Chemical
Company (or any other Company as described above) shall pay the balance in such Deferral Account (determined as of the most recent Valuation Date preceding the end of the Deferral Period) in a lump
sum in cash on the January&nbsp;31<SUP>st</SUP> after the end of the Deferral Period, and/or as soon as administratively feasible in the year of the payment of the Performance Award for the
Performance Award deferral. If the Participant has elected to receive payments from a Deferral Account in installments, The Dow Chemical Company (or any other Company as described above) shall make
cash only payments from such Deferral Account, each of which annual amount shall consist of an amount equal to (i)&nbsp;the balance of such Deferral Account as of the most recent annual Valuation
Date preceding the first annual payment date times (ii)&nbsp;a fraction, the numerator of which is one and the denominator of which is the number of remaining installment years (including the
installment being paid). The first such installment shall be paid on
the January&nbsp;31st after the end of the Deferral Period and each subsequent installment shall be paid on or about the </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>123</FONT></P>

<HR NOSHADE>
<P style='page-break-before:always'></p>
<!-- ZEQ.=7,SEQ=7,EFW="2167550",CP="DOW CHEMICAL",DN="2",CHK=611809,FOLIO='123',FILE='DISK127:[06CHI0.06CHI1200]KE1200B.;9',USER='ABLIJDE',CD='15-FEB-2006;20:12' -->
<A NAME="page_ke1200_1_124"> </A>


<P><FONT SIZE=2>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). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
Participants who elect to commence distribution of benefits upon Retirement, the lump sum cash payment or the first installment shall be paid on the January&nbsp;31<SUP>st</SUP>
after Retirement, and/or as soon as administratively feasible in the year of the payment of the Performance Award for the Performance Award deferral. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
any of the foregoing, Deferred Account distributions must begin no later than the April&nbsp;1<SUP>st</SUP> after the calendar year in which the Participant reaches
age 70<SUP>1</SUP>/<SMALL>2</SMALL>. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;7.02</U>&nbsp;&nbsp;&nbsp;&nbsp;Changing Form of Benefit.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Participants may elect an alternative
form of payout as available under Section&nbsp;7.01 by written election filed with the Administrator; provided, however, that the Participant files the election in the prior tax year and at least
six (6)&nbsp;months prior to the first day of the month in which payments are to commence. Distribution change elections for payments commencing in January must be made no later than June&nbsp;30
of the prior calendar year. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
the Participant files the election in the year that the benefit payments are to commence or in the prior year but less than six (6)&nbsp;months prior to the date of benefit
commencement, the Participant will have his or her Deferral Account reduced by ten percent (10%) at the Valuation Date immediately prior to commencement of payments, and, for future deferrals only,
all Participation Agreements previously filed by such Participant shall be null and void after such election is filed (including without limitation Participation Agreements with respect to Plan Years
or performance periods that have not yet been completed), and such a Participant shall not thereafter be entitled to file any Participation Agreements under the Plan with respect to the first Plan
Year that begins after such election is made. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;7.03</U>&nbsp;&nbsp;&nbsp;&nbsp;Matching Contribution.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Each Participant who elects to make
deferrals of Eligible Compensation to the Plan will be credited with a Matching Contribution utilizing the same formula authorized under the Savings Plan for employer matching contributions. For
purposes of calculating the match under this Plan, The Dow Chemical Company will assume each Participant is contributing the maximum allowable amount to the Savings Plan and receiving a match thereon.
This assumed match from the Savings Plan will be offset from the Matching Contribution calculated under provisions of the Elective Deferral Plan. Notwithstanding the foregoing, the sum of the Matching
Contribution under the Plan plus the assumed employer matching contributions under the Savings Plan may not exceed fifteen thousand dollars ($15,000) in each Plan Year. The amount of the Matching
Contribution may be based on a formula that takes into account a Participant's overall compensation and may be subject to maximum or minimum limitations. The Matching Contribution shall be credited to
the Deferral Account as soon as administratively feasible within the first 60&nbsp;days of the following plan year. The Matching Contribution shall be invested among the same Hypothetical Investment
Benchmarks as defined in 6.02 in the same proportion as the elections made by the Participant governing the Base Salary deferrals of the Participant. The Matching Contribution shall be distributed to
the Participant according to the election made by the Participant governing his or her Base Salary deferrals and will vest one hundred percent (100%) on the date credited to the Participant's account. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
a Participant is employed by a Company, other than The Dow Chemical Company, an amount equal to all Matching Contributions credited to Participants of such Company shall be paid or
transferred in full by such Company to The Dow Chemical Company as of the date such Matching Contribution is credited to a Participant's Deferred Account. The Dow Chemical Company shall hold such
amounts as part of the general assets of The Dow Chemical Company. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;7.04</U>&nbsp;&nbsp;&nbsp;&nbsp;Retirement.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Subject to Section&nbsp;7.01 and
Section&nbsp;7.11 hereof, if a Participant has elected to have the balance of his or her Deferral Account distributed upon Retirement or after a Specific Future Year, the account balance of the
Participant (determined as of the most recent Valuation Date preceding the end of the Deferral Period) shall be distributed in installments or a lump sum in accordance with the Plan and as elected in
the Participation Agreement. Notwithstanding any of the foregoing, Deferred Account distributions must begin no later than the April&nbsp;1<SUP>st</SUP> after the calendar year in which the
Participant reaches age 70<SUP>1</SUP>/<SMALL>2</SMALL>. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;7.05</U>&nbsp;&nbsp;&nbsp;&nbsp;Distributions after Specific Future Year.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Subject to
Section&nbsp;7.01 and Section&nbsp;7.11 hereof, if a Participant has elected to defer Eligible Compensation under the Plan until a stated future year, the account balance of the Participant
(determined as of the most recent Valuation Date preceding such Deferral Period) shall be distributed in installments or a lump sum in accordance with the Plan and as elected in the Participation
Agreement. Notwithstanding any </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>124</FONT></P>

<HR NOSHADE>
<P style='page-break-before:always'></p>
<!-- ZEQ.=8,SEQ=8,EFW="2167550",CP="DOW CHEMICAL",DN="2",CHK=614223,FOLIO='124',FILE='DISK127:[06CHI0.06CHI1200]KE1200B.;9',USER='ABLIJDE',CD='15-FEB-2006;20:12' -->
<A NAME="page_ke1200_1_125"> </A>

<P><FONT SIZE=2>of
the foregoing, Deferred Account distributions must begin no later than the April&nbsp;1<SUP>st</SUP> after the calendar year in which the Participant reaches age 70<SUP>1</SUP>/<SMALL>2</SMALL>. </FONT></P>


<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;7.06</U>&nbsp;&nbsp;&nbsp;&nbsp;Pre-Retirement Survivor Benefit.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If a Participant
dies prior to Retirement and prior to receiving full payment of his or her Deferral Account(s), The Dow Chemical Company shall pay the remaining balance (determined as of the most recent Valuation
Date preceding such event) to the Participant's Beneficiary or Beneficiaries (as the case may be) according to the form elected by the Participant as a part of the Participation Agreement. If a
Participant was employed at a Company other than The Dow Chemical Company, such Company shall pay the remaining balance of such deceased Participant's Deferral Account in accordance with the preceding
sentence, and The Dow Chemical Company shall reimburse the Company for such payment. In the event that installment payments are elected, The Dow Chemical Company shall continue to credit interest on
the unpaid balance of the Deferral Account subject to Section&nbsp;6.02(a) hereof, based on the Participant's investment elections. Participant's Beneficiary may request acceleration of timing and
form of payment by filing a written designation with the Administrator within 60&nbsp;days of the death of the Participant, provided that such change shall not be effective until the
January&nbsp;31<SUP>st</SUP> after the calendar year of the Participant's death. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;7.07</U>&nbsp;&nbsp;&nbsp;&nbsp;Post-Retirement Survivor Benefit.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If a Participant
dies after Retirement and prior to receiving full payment of his or her Deferral Account(s), The Dow Chemical Company shall pay the remaining balance (determined as of the most recent Valuation Date
preceding such event) to the Participant's Beneficiary or Beneficiaries (as the case may be) according to the form elected by the Participant as a part of the Participation Agreement. If a Participant
was employed at a Company other than The Dow Chemical Company, such Company shall pay the remaining balance of such deceased Participant's Deferral Account in accordance with the preceding sentence,
and The Dow Chemical Company shall reimburse such Company for such payments. In the event that installment payments are elected, The Dow Chemical Company shall continue to credit interest on the
unpaid balance of the Deferral Account subject to Section&nbsp;6.02(a) hereof, based on the Participant's investment elections. Participant's Beneficiary may request acceleration of timing and form
of payment by filing a written designation with the Administrator within 60&nbsp;days of the death of the Participant, provided that such change shall not be effective until the
January&nbsp;31<SUP>st</SUP> after the calendar year of the Participant's death. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;7.08</U>&nbsp;&nbsp;&nbsp;&nbsp;Disability.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If a Participant suffers a Disability, the
Participant's Deferred Amount shall cease, and The Dow Chemical Company (or, a Company other than The Dow Chemical Company, if the Participant is employed at a Company other than The Dow Chemical
Company, subject to reimbursement by The Dow Chemical Company) shall pay the benefit described in section&nbsp;7.01. Participant may request acceleration of timing and form of payment by filing a
written designation with the Administrator within 60&nbsp;days of the determination of Disability of the Participant, provided that such change shall not be effective until the
January&nbsp;31<SUP>st</SUP> after the calendar year of the Participant's Disability. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;7.09</U>&nbsp;&nbsp;&nbsp;&nbsp;Termination of Employment.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In the event of Termination of
Employment which takes place prior to eligibility for Retirement, The Dow Chemical Company (or, a Company other than The Dow Chemical Company, if the Participant is employed at a Company other than
The Dow Chemical Company, subject to reimbursement by The Dow Chemical Company) shall pay the benefits described in section&nbsp;7.01 in a single lump sum payment as soon as practicable after the
Termination of Employment. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;7.10</U>&nbsp;&nbsp;&nbsp;&nbsp;Merger, Joint Venture or Sale of Business
Exception.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding any of the foregoing, if the Termination of Employment occurs as a direct result of a merger, joint venture or sale of a subsidiary,
division, business or other unit of any Company, or as a result of transfer of the Participant to a non-participating subsidiary or joint venture, as determined by the Administrator, the
Administrator may, in its sole discretion, </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;elect
to waive the lump sum distribution of benefits for an entire class of affected employees transferring to the joint venture. In cases where this election is made by
the Administrator, the Participant's Base Salary Deferrals shall cease and the Participant's Deferral Account shall remain deferred, in accordance with the distribution elected in the Participation
Agreement, until the Participant's termination of employment from the joint venture, provided however, the Participant is employed by the joint venture until at least age 50; in cases where the
Participant is not 50&nbsp;years old at the time of termination of employment from the entity, The Dow Chemical Company (or, a Company other than The Dow Chemical Company, if the Participant is
employed at a Company other than The Dow Chemical Company, subject to reimbursement by The Dow Chemical Company) shall pay to the Participant a lump sum termination benefit equal to the balance of the
Deferral Account as of the Valuation Date. If any Company terminates its ownership interest in the joint venture, the Participant's Deferral Account shall remain deferred, in accordance with the
distribution elected in the Participation Agreement, until the Participant's termination of employment from the remaining joint venture partners, provided however, the Participant is </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>125</FONT></P>

<HR NOSHADE>
<P style='page-break-before:always'></p>
<!-- ZEQ.=9,SEQ=9,EFW="2167550",CP="DOW CHEMICAL",DN="2",CHK=277734,FOLIO='125',FILE='DISK127:[06CHI0.06CHI1200]KE1200B.;9',USER='ABLIJDE',CD='15-FEB-2006;20:12' -->
<A NAME="page_ke1200_1_126"> </A>

<P><FONT SIZE=2>employed
by the remaining joint venture partners until at least age 50; in cases where the Participant is not 50&nbsp;years old at the time of termination of employment from the remaining joint
venture partners, The Dow Chemical Company (or, a Company other than The Dow Chemical Company, if the Participant is employed at a Company other than The Dow Chemical Company, subject to reimbursement
by The Dow Chemical Company) shall pay to the Participant a lump sum termination benefit equal to the balance of the Deferral Account as of the Valuation Date. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;elect
to waive the lump sum distribution of benefits for an entire class of affected employees of a sale. In cases where this election is made by the Administrator, the
Participant's Base Salary Deferrals shall cease and the Participant's Deferral Account shall remain in effect until such time as the benefits are distributed to Participants in accordance with the
distribution elected in the Participation Agreement, provided however, the Participant is employed by the purchaser until at least age 50; in cases where the Participant is not 50&nbsp;years old at
the time of termination of employment from the purchaser, The Dow Chemical Company (or, a Company other than The Dow Chemical Company, if the Participant is employed at a Company other than The Dow
Chemical Company, subject to reimbursement by The Dow Chemical Company) shall pay to the Participant a lump sum termination benefit equal to the balance of the Deferral Account as of the Valuation
Date. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;elect
to permit the Performance Deferral for an entire class of affected employees transferring to the joint venture. In cases where this election is made by the
Administrator, the award will be credited to the Participant's Deferral Account and the Participant's Deferral Account shall remain in effect until such time as benefits are distributed to
Participants as provided under Section&nbsp;7.10 (i). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;elect
to permit the Performance Deferral for an entire class of affected employees of a sale. In cases where this election is made by the Administrator, the award will
be credited to the Participant's Deferral Account and the Participant's Deferral Account shall remain in effect until such time as the benefits are distributed to Participants as provided under
Section&nbsp;7.10 (ii). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Participants
who retire or terminate after merger, joint venture or sale of a subsidiary, division, business or other unit of any Company, or as a result of transfer of the Participant
to a non-participating subsidiary or joint venture assume the personal responsibility to notify The Dow Chemical Company of their status change. Failure to promptly notify The Dow Chemical
Company may result in the loss of earnings beyond the status change date. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;7.11</U>&nbsp;&nbsp;&nbsp;&nbsp;Small Benefit Election.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding any of the foregoing,
in the event the sum of all benefits payable to the Participant or Beneficiary(ies) is less than or equal to ten thousand dollars ($10,000), the Administrator may, in its sole discretion, elect to pay
such benefits in a single lump sum. The Administrator may also, in its sole discretion, elect to change monthly payments so they are at least three hundred dollars ($300) by reducing the number of
monthly installments. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;7.12</U>&nbsp;&nbsp;&nbsp;&nbsp;Hardship Withdrawals.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the provisions of
Section&nbsp;7.01 and any Participation Agreement, a Participant's on-going Deferred Amount shall cease and a Participant shall be entitled to early payment of all or part of the balance
in his or her Deferral Account(s) in the event of an Unforeseeable Emergency, in accordance with this Section&nbsp;7.12. A distribution pursuant to this Section&nbsp;7.12 may only be made to the
extent reasonably needed to satisfy the Unforeseeable Emergency need, and may not be made if such need is or may be relieved (i)&nbsp;through reimbursement or compensation by insurance or otherwise,
(ii)&nbsp;by liquidation of the Participant's assets to the extent such liquidation would not itself cause severe financial hardship, or (iii)&nbsp;by cessation of participation in the Plan. An
application for an early payment under this Section&nbsp;7.12 shall be made to the Administrator in such form and in accordance with such procedures as the Administrator shall determine from time to
time. The determination of whether and in what amount and form&nbsp;a distribution will be permitted pursuant to this Section&nbsp;7.12 shall be made by the Administrator. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;7.13</U>&nbsp;&nbsp;&nbsp;&nbsp;Voluntary Early Withdrawal.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the provisions of
Section&nbsp;7.01 and any Participation Agreement, a Participant shall be entitled to elect to withdraw all or a portion of the balance in his or her Deferral Account(s) in accordance with this
Section&nbsp;7.13 by filing with the Administrator such forms, in accordance with such procedures, as the Administrator shall determine from time to time. The amount of this withdrawal must be at
least twenty five percent (25%) of the balance of the Deferral Account, or $10,000.00, whichever is less. As soon as practicable after receipt of such form by the Administrator, The Dow Chemical
Company (or, a Company other than The Dow Chemical Company, if the Participant is employed at a Company other than The Dow Chemical Company, subject to reimbursement by The Dow Chemical Company) shall
pay an amount equal to ninety (90)&nbsp;percent of the amount elected for withdrawal (determined as of the most recent Valuation Date preceding the date such election is filed) to the electing
Participant in a </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>126</FONT></P>

<HR NOSHADE>
<P style='page-break-before:always'></p>
<!-- ZEQ.=10,SEQ=10,EFW="2167550",CP="DOW CHEMICAL",DN="2",CHK=996458,FOLIO='126',FILE='DISK127:[06CHI0.06CHI1200]KE1200B.;9',USER='ABLIJDE',CD='15-FEB-2006;20:12' -->
<A NAME="page_ke1200_1_127"> </A>

<P><FONT SIZE=2>lump
sum in cash, and the Participant shall forfeit the remaining ten (10)&nbsp;percent of the amount elected for withdrawal. For future deferrals only, all Participation Agreements previously filed
by a Participant who elects to make a withdrawal under this Section&nbsp;7.13 shall be null and void after such election is filed (including without limitation Participation Agreements with respect
to Plan Years or performance periods that have not yet been completed), and such a Participant shall not thereafter be entitled to file any Participation Agreements under the Plan with respect to the
first Plan Year that begins after such election is made. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;7.14</U>&nbsp;&nbsp;&nbsp;&nbsp;Change of Control.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;An Eligible Employee may, when completing a
Participation Agreement during the enrollment period, elect that, if a Change of Control occurs, the Participant (or after the Participant's death the Participant's Beneficiary) shall receive a lump
sum payment of the balance of the Deferral Account within thirty (30)&nbsp;days after the Change of Control. This election may be changed only during a 30-day period ending on
November&nbsp;30 of each calendar year and shall apply to the entire Deferral Account both before and after Retirement. The Deferral Account balance shall be determined as of the most recent
Valuation Date preceding the month in which Change of Control occurs. All Participation Agreements previously filed by a Participant who receives a distribution under this Section&nbsp;7.14 shall be
null and void (including without limitation Participation Agreements with respect to Plan Years or performance periods that have not yet been completed), and such a Participant shall not thereafter be
entitled to file any Participation Agreements under the Plan with respect to the first Plan Year that begins after such distribution is made. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;7.15</U>&nbsp;&nbsp;&nbsp;&nbsp;Discretionary Company Contributions.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Any Company may at any
time contribute a discretionary Company contribution. The amount of the discretionary contribution may vary from payroll period to payroll period throughout the Plan Year, may be based on a formula
which takes into account a Participant's overall compensation, and otherwise may be subject to maximum or minimum limitations. The Discretionary Contribution shall be credited to the Deferral Account
as soon as administratively feasible following the end of the payroll period. The discretionary contribution shall be invested among the same Hypothetical Investment Benchmarks as defined in 6.02 in
the same proportion as the elections made by the Participant governing the deferrals of the Participant. The discretionary contribution shall be distributed to the Participant according to the
election made by the Participant governing his or her deferrals. The vesting schedule shall be at the sole discretion of the Plan Administrator. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;7.16</U>&nbsp;&nbsp;&nbsp;&nbsp;Withholding of Taxes.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>ARTICLE VIII  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B> <U>BENEFICIARY DESIGNATION</U>  </B></FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;8.01</U>&nbsp;&nbsp;&nbsp;&nbsp;Beneficiary Designation.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;8.02</U>&nbsp;&nbsp;&nbsp;&nbsp;No Beneficiary Designation.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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: </FONT></P>

<UL>
<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>(a)</FONT></DT><DD><FONT SIZE=2>to
the spouse of such person, if any;
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2>to
the children of such person, if any;
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(c)</FONT></DT><DD><FONT SIZE=2>to
the beneficiary of any Company Paid Life Insurance of such person, if any;
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(d)</FONT></DT><DD><FONT SIZE=2>to
the beneficiary of the Executive Life Insurance of such person, if any;
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(e)</FONT></DT><DD><FONT SIZE=2>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
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>(f)</FONT></DT><DD><FONT SIZE=2>to
the deceased person's estate. </FONT></DD></DL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>127</FONT></P>

<HR NOSHADE>
<P style='page-break-before:always'></p>
<!-- ZEQ.=11,SEQ=11,EFW="2167550",CP="DOW CHEMICAL",DN="2",CHK=582008,FOLIO='127',FILE='DISK127:[06CHI0.06CHI1200]KE1200B.;9',USER='ABLIJDE',CD='15-FEB-2006;20:12' -->
<A NAME="page_ke1200_1_128"> </A>
<UL>
<UL>
</UL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2><B>ARTICLE IX  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B> <U>AMENDMENT AND TERMINATION OF PLAN</U>  </B></FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;9.01</U>&nbsp;&nbsp;&nbsp;&nbsp;Amendment.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;9.02&nbsp;&nbsp;&nbsp;&nbsp;Company's Right to Terminate.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Board may at any time terminate the Plan with respect to
future Participation Agreements. The Board may also terminate the Plan in its entirety at any time for any reason, including without limitation if, in its judgment, the continuance of the Plan, the
tax, accounting, or other effects thereof, or potential payments thereunder would not be in the best interests of The Dow Chemical Company, and upon any such termination, The Dow Chemical Company
shall pay to each Participant (or shall transfer to a Company other than The Dow Chemical Company for payment if the Participant is employed at a Company other than The Dow Chemical Company) the
benefits such Participant is entitled to receive under the Plan as monthly installments over a three (3)&nbsp;year period commencing within ninety (90)&nbsp;days (determined as of the most recent
Valuation Date preceding the termination date). Any Company may cease participation in the Plan for any reason by notifying The Dow Chemical Company in writing at least 30&nbsp;days prior to such
Company's cessation of participation. Payments to Participants of any such Company will commence in accordance with the terms of the Plan. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>ARTICLE X  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B> <U>MISCELLANEOUS</U>  </B></FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;10.01</U>&nbsp;&nbsp;&nbsp;&nbsp;Unfunded Plan.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;10.02</U>&nbsp;&nbsp;&nbsp;&nbsp;Nonassignability.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;10.03</U>&nbsp;&nbsp;&nbsp;&nbsp;Validity and Severability.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>


<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;10.04</U>&nbsp;&nbsp;&nbsp;&nbsp;Governing Law.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>128</FONT></P>

<HR NOSHADE>
<P style='page-break-before:always'></p>
<!-- ZEQ.=12,SEQ=12,EFW="2167550",CP="DOW CHEMICAL",DN="2",CHK=239684,FOLIO='128',FILE='DISK127:[06CHI0.06CHI1200]KE1200B.;9',USER='ABLIJDE',CD='15-FEB-2006;20:12' -->
<A NAME="page_ke1200_1_129"> </A>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;10.05</U>&nbsp;&nbsp;&nbsp;&nbsp;Employment Status.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;10.06</U>&nbsp;&nbsp;&nbsp;&nbsp;Underlying Incentive Plans and Programs.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;10.07</U>&nbsp;&nbsp;&nbsp;&nbsp;Severance.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Payments from the Executive Severance Supplement
equal to six months' Base Salary will be credited to the Participant's Deferral Account subject to the same earnings methods and distribution elections most recently elected by the Participant
governing his or her Base Salary deferrals. The Executive Severance Supplement for individuals who do not have an established Deferral Account will be deemed to be invested using the U.S. Treasury
Note Hypothetical Investment Benchmark and a ten year payout distribution election. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;10.08</U>&nbsp;&nbsp;&nbsp;&nbsp;Successors of the Company.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>


<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;10.09</U>&nbsp;&nbsp;&nbsp;&nbsp;Waiver of Breach.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;10.10</U>&nbsp;&nbsp;&nbsp;&nbsp;Notice.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<!-- User-specified TAGGED TABLE -->
<TABLE WIDTH="100%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="TOP">
<TD WIDTH="44%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2>By:</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="49%"><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="44%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
Its:</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="49%"><FONT SIZE=2><BR>
Vice-President<BR>
Environment, Health and Safety<BR>
Human Resources and Public Affairs<BR></FONT>
</TD>
</TR>
</TABLE>
<!-- end of user-specified TAGGED TABLE -->

<P ALIGN="CENTER"><FONT SIZE=2><B><U>APPENDIX A</U>  </B></FONT></P>

<P><FONT SIZE=2>The
Dow Chemical Company Stock Index Fund </FONT></P>

<P><FONT SIZE=2>125%
of Ten Year Treasury Notes </FONT></P>

<P><FONT SIZE=2>Fidelity
Equity Income Fund </FONT></P>

<P><FONT SIZE=2>Vanguard
500 Index Fund </FONT></P>

<P><FONT SIZE=2>T.
Rowe Price Mid-Cap Growth Fund </FONT></P>

<P><FONT SIZE=2>Fidelity
Low-Priced Stock Fund </FONT></P>


<P><FONT SIZE=2>Fidelity
International Growth Collective Trust </FONT></P>

<P><FONT SIZE=2>Vanguard
Balanced Index Fund </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>129</FONT></P>

<HR NOSHADE>
<P style='page-break-before:always'></p>
<!-- ZEQ.=13,SEQ=13,EFW="2167550",CP="DOW CHEMICAL",DN="2",CHK=467568,FOLIO='129',FILE='DISK127:[06CHI0.06CHI1200]KE1200B.;9',USER='ABLIJDE',CD='15-FEB-2006;20:12' -->
<!-- THIS IS THE END OF A COMPOSITION COMPONENT -->
<BR>
<P><br><A NAME="06CHI1199_2">QuickLinks</A><br></P><!-- TOC_BEGIN -->
<UL>
<FONT SIZE=2><A HREF="#toc_ke1200_1">EXHIBIT 10(p)</A></FONT><BR>
</UL>
<!-- SEQ=,FILE='QUICKLINK',USER=SLYUBOM,SEQ=,EFW="2167550",CP="DOW CHEMICAL",DN="2" -->
<!-- TOCEXISTFLAG -->
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
