OFFER OF EMPLOYMENT

Base Pay:

Your initial salary will be $718,212 per year, or $59,851 per month. Under our Salary Management Process, your future increases will be based upon your individual performance and Dow's overall annual salary plan. Dow conducts a global compensation planning exercise in February of each year. At that time, you will be eligible for consideration for a salary increase. For calendar year 2006, such an increase, if granted, would become effective in March of 2006.

Variable Pay:

You will also be eligible to participate in our annual variable pay program, called the Performance Award Program. The Performance Award Program is linked to a combination of company performance (for 2005, both Dow Economic Profit and Cost Savings components) and individual/team performance against business/functional goals, with a possible range of awards equal to 0 to 200% of your target award amount. When the company, your team, and you deliver excellent results, Dow's Performance Award Program is designed to provide a significant financial reward.

Your target Variable Pay for 2005 will be 80% of your year-end annualized base salary. You will receive a copy of the Program Guidelines and the target grid applicable to you at the time you begin work. The actual award payout for the 2005 program year can range from $0 to $1,149,139, based on actual company and individual/team performance. You will be eligible for a full-year (un-prorated) award for 2005, assuming that you are not eligible to receive any portion of any annual incentive plan award from your current employer for calendar year 2005. Should you subsequently become eligible to receive any such proportionate award from your current employer, your 2005 Dow Performance Award program target will be adjusted downward proportionally. Should Dow's payout for the 2005 Performance Award be less than your target payment, Dow will make up the difference, if any, between your actual Performance Award payment and your target payment, provided that the minimum funding requirement of the Program (Dow earning at least the economic profit equivalent of Dow's annual dividend payments to shareholders) is met. The 2005 Performance Award Program payout, if any, would be delivered in March of 2006, consistent with and subject to all other terms and conditions of the 2005 Performance Award Program.

Long Term Incentives:

You will also be considered for participation in the annual Dow Long-Term Incentive (LTI) Program based on management review and the terms of the program. This program involves traditional stock options, performance shares, and deferred stock issued under The Dow Chemical Company 1988 Award and Option Plan (the 1988 A&O Plan). Participation levels each year are decided by your supervisor with Compensation Committee oversight. For calendar year 2005, your award will consist of the following mix of stock options, deferred stock, and performance shares:

•    61,340 non-qualified Stock Option Shares,

•    24,860 Performance Shares,

•    and 16,580 Deferred Shares.

The strike price of your non-qualified stock option grant will be calculated based on the fair market value of Dow stock on your date of hire, which will also be the date of grant. More complete terms and conditions, including the grant price and vesting periods of the awards, will be outlined in the actual award agreements you will receive, which, along with the terms of the A&O Plan, will control in the event of a conflict with the terms of this offer letter. Should you remain continuously employed with Dow through the one-year anniversary of your actual 2005 date of hire into Dow, all of your prior Dow service will apply for purposes of whether you will receive retiree treatment under the LTI Program.

        If you accept our offer and meet the contingencies listed below, you will, upon reporting to work, also be eligible to receive the following, special, one time employment incentives:

Cash Bonus:

You will receive a one-time, gross, lump sum cash bonus of $750,000 (less applicable taxes), payable 90 days from your hire date.

Additional Allowance:

You will be eligible to receive an additional employment allowance of $1,600,000 (less applicable taxes). If not paid earlier as described below on account of your death, disability, or involuntary separation by Dow, this allowance will be paid in three equal installments: the first installment of $533,334 to be paid at the one-year anniversary of your actual 2005 date of hire into Dow; the next installment of $533,333 to be paid at the two-year anniversary of your hire date; and the last installment of $533,333 to be paid on the three-year anniversary of your hire date. Your receipt of these respective payments is contingent upon, at the time of each respective payment date, your remaining a full-time active employee in good standing with no breaks in service who has maintained the expected level of performance during this period as determined by the Chief Executive Officer in such person's sole discretion. Should you leave employment with Dow for any reason except your death, disability, or involuntary separation by Dow prior to any scheduled installment payment date, you will forfeit your right to any future allowance installments not previously paid to you, and no further such installment payments will be made. In case of your involuntary separation, death, or disability the installments will vest immediately and will be paid to you or to your surviving spouse, provided that payments made due to your involuntary separation by Dow will be made on the first business day that is six (6) months after your last day of employment with Dow. For purposes of this Additional Allowance, the term "disability" shall have the meaning of "disabled" in Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended.

Deferred Stock:

Dow will make a Deferred Stock grant to you in the amount of 30,000 shares of Dow common stock, to be delivered on the sixtieth (60 ^th ) day following the third anniversary of your actual 2005 date of hire into Dow. A Deferred Stock Award means that, consistent with the specified terms of the Award, the Company will deliver to you the indicated number of Dow common stock shares on the sixtieth (60th) day following the third anniversary date of your hire into Dow. From the date of grant until the shares are actually delivered to you, you will be eligible to receive a payment on those shares equal to any Dow stock dividends that are declared. Any such dividend equivalents (less applicable taxes) will be paid to you on a quarterly basis through the normal

payroll process. More complete terms and conditions of this award will be outlined in the actual agreement you will receive, which, along with the terms of the 1988 A&O Plan, will control in the event of a conflict with the terms of this offer letter.

Stock Options:

Dow will make an additional, non-qualified stock option grant to you in the amount 250,000 shares of common stock of The Dow Chemical Company at a strike price calculated based on the fair market value of Dow stock on your date of hire, which will also be the date of grant. More complete terms and conditions of this stock option grant will be outlined in the actual award agreemen