DEFERRED STOCK AGREEMENT PURSUANT TO THE DOW CHEMICAL COMPANY 1988 AWARD AND OPTION PLAN

This Agreement is in all respects subject to the provisions of the Plan, as the Plan may be amended from time to time. The Plan is incorporated by reference. In the event of any conflict between this Agreement and the Plan, the provisions of the Plan shall govern and this Agreement shall be deemed to be modified accordingly.

The deferral period of this Agreement shall be from ___________ until ___________. Issuance and delivery of the shares of Deferred Stock credited to your account on the books of the Company hereunder shall be deferred until ___________ and shall be subject to the conditions described below. The shares will be released into your account at the end of the deferral period.  Prior to such issuance and delivery, you shall have no rights as a stockholder with respect to the shares of Deferred Stock credited to your account under this Agreement. In each year prior to issuance and delivery, you (or your successors) shall make arrangements satisfactory to the Compensation Committee for the payment of any taxes required to be withheld in connection with your right to shares of Deferred Stock under all applicable laws and regulations of any governmental authority, whether federal, state or local and whether domestic or foreign. The Company and its Subsidiaries or Affiliates (collectively and individually a “Dow Company”) and their directors, officers, employees, or agents shall not be liable for any delay in issuance or receipt of any shares pursuant to this Agreement.

For each Dow Common Stock dividend record date during the period while shares of Deferred Stock remain credited to your account on the books of the Company and before their issuance and delivery to you, the Company shall pay to you as additional compensation a sum of money equal to the amount which you would have received in dividends if the shares of Deferred Stock credited to your account had been issued and delivered to you (the “Dividend Equivalents”). Awardees regularly paid compensation by a Dow Company in other than U.S. dollars will receive such payment of Dividend Equivalents converted from U.S. dollars at the Dow inter-company trading rate in effect at the time of delivery. Such Dividend Equivalents shall be paid to you on the date the dividend was paid to shareholders of the Company’s common stock.

This Agreement shall terminate and your rights under this Agreement shall be forfeited if your employment with any Dow Company is terminated for any reason other than death, disability, retirement, or Special Separation Situation. In the event of your retirement, death or disability, your current year’s Deferred Stock Grant will be prorated based on the period of time worked during the year. If you take a leave of absence from a Dow Company, for any reason, your award under this Agreement will be subject to the leave of absence policy established by the Company for Plan awards.  For purposes of this Agreement, “retirement” is defined in your home country retirement policy in effect at the inception of this Agreement. You shall be considered to be disabled for the purposes of this Agreement in the event you, by reason of any medically determinable physic