COMPLETE TEXT OF THE DOW CHEMICAL COMPANY 1988 AWARD AND OPTION PLAN

As amended and restated on December 10, 2008, effective January 1, 2009.

Establishment and Purpose of the Plan:   The Dow Chemical Company 1988 Award and Option Plan is hereby established upon the following terms and conditions.  The purpose of the Plan is to attract and retain in the employ of the Company and its Subsidiaries and Affiliates people of ability, training and experience by providing such people, in consideration of services performed, an incentive for outstanding performance to the end of furthering the continued growth and profitability of the Company, and to encourage ownership of the Company’s stock by such people.

Definitions

Affiliate:   Any entity in which the Company has a substantial direct or indirect equity interest, as determined by the Committee.

Award:   An award of Deferred Stock, Restricted Stock, Options or Stock Appreciation Rights under the Plan.

Awardee:   An Employee to whom an Award is made.

Board of Directors:   The Board of Directors of the Company.

Change in Control:   A Change in Control shall be deemed to have occurred on (A) the date that there is a change in ownership of a corporation where one person, or more than one person acting as a group acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than  50 percent of the total fair market value or total voting power of the stock of such corporation, or (B) notwithstanding that there hasn’t been a change in ownership under (A), the date there is a change in the effective control of the corporation under which either: (1) any one person, or more than one person acting as a group acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 30% or more of the total voting power of the stock of the corporation; or (2) a majority of members of the corporation’s board of directors is replaced during any 12 month period by directors whose appointment or election is not endorsed by a majority of the members of the corporation’s board of directors prior to the date of the appointment or election.  This definition of “Change in Control” is intended to conform to the definition of a “change in ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation” as defined under Code section 409A and any subsequent authority issued pursuant thereto, and no corporate event shall be considered a Change in Control unless it meets such requirements.

Code:   The Internal Revenue Code of 1986, as amended.

Common Stock:   The Common Stock of the Company, par value $2.50 a share, or such other class or kind of shares or other securities as may be applicable under Section 10.

Company:   The Dow Chemical Company, a Delaware corporation, or any successor to substantially all its business.

Committee:   The Compensation Committee of the Board of Directors, or such other committee designated by the Board of Directors, designated to administer the Plan under Section 4, which committee shall have at least three members, each of which shall be a Disinterested Person.

Deferred Stock:   Common Stock awarded by the Compensation Committee under Section 6 of the Plan.

Disinterested Person:   A person defined in Rule 16b-3(d)(3) promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 as amended, or any successor definition adopted by the Commission.

Employee:   An employee of the Company or a Subsidiary, including an officer or director who is such an employee, who at the time an Award is made has a work schedule of 50% or more of the standard hours defined as full-time in such employee’s work location, but excluding any employee who has provided to the Company a written irrevocable election not to be eligible.

Fair Market Value:   As applied to a specific date, the closing market price of Common Stock, as reported on the consolidated transaction reporting system for New York Stock Exchange issues on such date or, if Common Stock was not traded on such date, on the next preceding day on which the Common Stock was traded.  However, in the case of an Incentive Stock Option, if such method of determining Fair Market Value shall not be consistent with the then current regulations of the U.S. Secretary of the Treasury, Fair Market Value shall be determined in accordance with those regulations.

Incentive Stock Option:   Any Option intended to meet the requirements of an incentive stock option as defined in Section 422A of the U.S. Internal Revenue Code of 1986 as amended or any statutory provision that may replace such Section.

Key Employee:  Any employee of the Company who has a job level of 820 points or higher as of his Separation from Service.

Non-Qualified Option:   Any Option not intended to be an Incentive Stock Option.

Options:   Any option or options granted from time to time under the Plan, including both Non-Qualified Options and Incentive Stock Options.

Plan:   The Dow Chemical Company 1988 Award and Option Plan herein set forth, as the same may from time to time be amended.

Restricted Stock:   Common stock awarded by the Committee under Section 7 of the Plan.

Separation from Service or Separates from Service:   A "separation from service" within the meaning of Code section 409A.

Stock Appreciation Rights:   Rights awarded by the Committee under Section 9 of the Plan.

Subsidiary:   Any business association (including a corporation or a partnership, other than the Company) in an unbroken chain of such associations beginning with the Company if each of the associations other than the last association in the unbroken chain owns equity interests (including stock or partnership interests) possessing 50% or more of the total combined voting power of all classes of equity interests in one of the other associations in such chain.

Eligibility

Plan Administration

Administrator:   The Plan shall be administered by the Committee.

Administrative Powers:   The Committee shall have full power to interpret and administer the Plan and full authority to act in selecting the Employees to whom Awards will be granted, in determining the type and amount of Award to be granted to each such Employee, the terms and conditions of Awards granted under the Plan, subject to the provisions of Section 409A of Internal Revenue Code of 1986, as amended and any subsequent authority promulgated Section 409A  and the terms of agreements which will be entered into with Awardees.  The Committee shall have the power to make regulations for carrying out the Plan and to make changes in such regulations as they from time to time deem proper.  Any interpretation by the Committee of the terms and provisions of the Plan and the administration thereof, and all action taken by the Committee, shall be final, binding and conclusive on the Company, its stockholders, Subsidiaries, Affiliates, all Employees, their respective legal representatives, successors and assigns and upon all other persons claiming under or through any of them.  As to the selection of and grants of awards to Awardees who are not subject to Sections 16(a) and 16(b) of the Securities Exchange Act of 1934, the Committee may delegate any or all of its responsibilities to members of the Company’s administration.

Limitation on Liability:   Members of the Board of Directors and members of the Committee acting under the Plan shall be fully protected in relying in good faith upon the advice of counsel and shall incur no liability except for gross negligence or willful misconduct in the performance of their duties.

Shares Subject to the Plan

Subject to adjustment as provided in Section 10, the total number of shares of Common Stock available for grant under the Plan in each calendar year during any part of which the Plan is effective shall be one and one-half percent (1.5%) of the total outstanding shares of Common Stock as of the first day of such year for which the Plan is in effect; provided that such number shall be increased in any year by fifty percent (50%) of the shares available for grant hereunder in each of the previous three years, but not covered by Awards granted hereunder in such years; and provided, further that no more than thirty million (30,000,000) shares shall be cumulatively available for the grant of Incentive Stock Options under the Plan. Awards of Deferred Stock and Restricted Stock are limited to fifteen (15%) of the aggregate limit as provided in this Section, such percentage to be calculated as the annual average over any ten year period of time. In addition, the Company may increase the shares available for Awards through an advance of up to fifty percent (50%) of the subsequent year’s allocation (determined by using fifty percent (50%) of the currentyear’s allocation).  In addition, any shares issued by the Company through the assumption or substitution of outstanding grants from an acquired company shall not reduce the shares available for grants under the Plan.  Any shares issued hereunder may consist, in whole or in part, of authorized and unissued shares or treasury shares.  If any shares subject to any Award granted hereunder are forfeited or such Award otherwise terminates without the issuance of such shares or of other consideration in lieu of such shares, the shares subject to such Award, to the extent of any such forfeiture or termination, shall again be available for grant under the Plan.

Individual Limits:   Notwithstanding anything to the contrary elsewhere in this Plan, and subject to adjustment as provided in Section 10, in any calendar year, the maximum number of shares of common stock covered by Awards of Options and Stock Appreciation Rights granted to any individual shall not exceed one million, two hundred thousand (1,200,000).  In addition, any shares that remain ungranted under the foregoing limitation for the prior calendar year for that individual may be carried forward to the current year, and any number of shares may be borrowed against that individual’s limit for the succeeding year.  In no event, however, shall the total number of shares carried forward and borrowed in any year for any individual pursuant to this Section 5.02 exceed the maximum number stated in the first sentence of this Section 5.02.  For purposes of this Section 5.02, shares shall be counted first against the current year, then against the prior year, and finally against the succeeding year.  Aggregate awards of Deferred Stock and Restricted Stock to any individual shall not exceed nine hundred thousand (900,000) shares during any three-calendar-year period.

Deferred Stock Rules and Conditions

The grant of Deferred Stock shall be upon the following rules and conditions:

Deferred Stock Grants:   Deferred Stock shall be evidenced by Deferred Stock agreements.  Such agreements shall conform to the requirements of the Plan, contain the time and form of payment, and may contain such other provisions (including provisions for the protection of and/or the payment of Deferred Stock in the event of a Change in Control) as set forth in Section 15.07.

Crediting of Deferred