THE DOW CHEMICAL COMPANY CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT?Tier 1

EXHIBIT 10(jj)

THE DOW CHEMICAL COMPANY
CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT—Tier 1

        This Agreement, dated as of                                       , is entered into between The Dow Chemical Company, a corporation organized under the laws of the State of Delaware ("Dow" or the "Company"), and                                      (the "Employee").

        WHEREAS, the Board of Directors of the Company (the "Board") recognizes that the possibility of an Involuntary Termination (as hereinafter defined) exists and that the occurrence of an Involuntary Termination can result in significant uncertainties inherent in such a situation; and

        WHEREAS, the Company has had both informal and formal practices in this area in the past, and the Board has determined that it is in the best interest of the Company and its shareholders to have clarity over the obligations of the Company to the Employee as a result of an Involuntary Termination in the event of a Change In Control (as hereinafter defined).

        NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows:

        1.     TERM OF AGREEMENT.     This Agreement shall commence as of November 2007 and shall continue in effect until the Employee leaves the employ of the Company for any reason or until the Employee becomes ineligible for this Change in Control Executive Severance Agreement as determined by the Compensation Committee of Dow's Board of Directors. In the event that Employee continues as an active employee of the Company but ceases to be eligible for this severance plan as determined by the Compensation Committee, this Agreement shall become null and void and Employee shall then be eligible for Dow's standard severance policy provided to other salaried employees.

        2.     DEFINITIONS.     

•         a.     ACCRUED COMPENSATION.     For purposes of this Agreement, "Accrued Compensation" shall mean an amount which shall include all amounts earned or accrued through the "Termination Date" (as hereinafter defined) but not paid as of the Termination Date which shall consist of (i) base salary and (ii) earned eligible variable pay. The amount of earned eligible variable pay shall be determined by using the year to date results and prorated for the number of completed months of the program.

          b.     BASE AMOUNT.     For purposes of this Agreement, "Base Amount" shall mean the Employee's annual base salary at the rate in effect on the Termination Date, including all pre-tax salary reduction contributions or amounts of base salary that are deferred under any employee benefit or deferred compensation plans of the Company or any other agreement or arrangement.

          c.     BONUS AMOUNT.     For purposes of this Agreement, "Bonus Amount" shall mean the Employee's Base Amount times the Employee's target percentage in effect on the Termination Date under Dow's Performance Award Program.

          d.     CAUSE.     For purposes of this Agreement, "Cause" shall mean the Employee's:

  •         (i)    conviction of, or plea of nolo contendere to a felony or conviction of a misdemeanor involving moral turpitude (from which no further appeals have been or can be taken) or any similar criminal act in a jurisdiction outside the United States as determined in good faith by the Company;

            (ii)   material breach of Dow's Values or Code of Business Conduct, as determined in good faith by the Company;

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• •         (iii)  gross abdication of his or her duties as an employee or Executive of the Company (other than due to the Employee's partial or total incapacity due to illness), which conduct remains uncured by the Employee for a period of at least thirty (30) days following written notice thereof to the Employee by the Company, in each case as determined in good faith by the Company; or

            (iv)  misappropriation of Company assets, personal dishonesty or business conduct which causes material or potentially material financial or reputational harm for the Company, in each case as determined in good faith by the Company.

            (v)   breach of any non-compete agreement or confidentiality provisions, as determined in good faith by the Company.

          e.     COMPANY.     For purposes of this Agreement, references to Dow and the Company shall include Dow's "Successors and Assigns" (as hereinafter defined).

          f.     INVOLUNTARY TERMINATION.     For purposes of this Agreement, Involuntary Termination shall mean Employee's (i) termination of employment as a result of a Change in Control within two years of the Change in Control event from Dow or one of the resulting entities in any merger, division, consolidation, or reorganization, other than Cause, or (ii) termination for Good Reason after a Change in Control. For purposes of this Agreement, an "Involuntary Termination" shall also mean that the Employee's employment with the Company is severed by the Company for reasons other than Cause. For purposes of clarification, an Involuntary Termination does not include the following:

  •         (i)    a voluntary termination of employment (or resignation) by the Employee for any reason;

            (ii)   the voluntary retirement of the Employee;

            (iii)  a termination of employment as a result of Disability or death of the Employee;

            (iv)  the Employee's termination of employment as a result of a sale of all or a part of the Company's business (or otherwise where it merges, divides, consolidates or reorganizes) when the Employee has the opportunity to continue employment with the buyer (or one of the resulting entities in any merger, division, consolidation, or reorganization) with comparable total compensation at a comparable position on comparable terms and conditions of employment to those applicable during the Employee's prior employment with Dow, and regardless of whether the individual accepts or rejects such employment opportunity.

          g.     CHANGE IN CONTROL.     For purposes of this Agreement, a Change in Control is the occurrence of one of the following events: (i) the acquisition of 20% or more of the Company's outstanding voting securities; (ii) changes to the membership of the Board of Directors that result in less than 50% of the current board being re-elected to the Board; (iii) approval by the shareholders of the Company of the merger or consolidation of the Company with another entity in which the Company is not the surviving company, or where the other entity owns more than 50% of the Company outstanding voting securities; or (iv) the complete liquidation of, or the sale of all or substantially all assets of, the Company.

          h.     GOOD REASON.     For purposes of this agreement, Good Reason shall mean (i) a material reduction in a Employee's job duties or (ii) a decrease in total overall compensation including variable pay and long term incentives or (iii) a requirement to relocate that extends a Employee's current home-work commute more than 50 miles; (iv) a substantial increase in business travel; or (v) the failure of the Company to require a successor corporation to expressly assume or agree to perform this Agreement in the same manner and to the same extent as the Company.

          i.     DISABILITY.     For purposes of this Agreement, "Disability" shall mean a physical or mental infirmity which impairs the Employee's ability to substantially perform the Employee's duties with the Company for a period of: (i) one hundred eighty (180) consecutive days; or (ii) one hundred eighty (180) days during any twelve (12) month period.

          j.     EXECUTIVE.     For purposes of