10-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended DECEMBER 31, 2006

Commission file number: 1-3433

THE DOW CHEMICAL COMPANY
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 38-1285128
(I.R.S. Employer Identification No.)

2030 DOW CENTER, MIDLAND, MICHIGAN 48674
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code: 989-636-1000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, par value $2.50 per shares	Common Stock registered on the New York and Chicago Stock Exchanges
Debentures, 6.85%, final maturity 2013	Debentures registered on the New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

ý  Yes    o  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

o  Yes    ý  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

ý  Yes    o  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

o       

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ý Accelerated filer  o Non-accelerated filer  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

o  Yes    ý  No

The aggregate market value of voting stock held by non-affiliates as of June 30, 2006 (based upon the closing price of $39.03 per common share as quoted on the New York Stock Exchange), was approximately $37.1 billion. For purposes of this computation, it is assumed that the shares of voting stock held by Directors, Officers, the Dow Employees' Pension Plan Trust, and the Retirement Program for Employees of Union Carbide Corporation and its Participating Subsidiary Companies would be deemed to be stock held by affiliates. Non-affiliated common stock outstanding at June 30, 2006 was 949,440,129 shares.

Total common stock outstanding at January 31, 2007 was 959,167,793 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Part III: Proxy Statement for the Annual Meeting of Stockholders to be held on May 10, 2007.

The Dow Chemical Company

ANNUAL REPORT ON FORM 10-K
For the fiscal year ended December 31, 2006

TABLE OF CONTENTS

		PAGE
PART I
Item 1.	Business.	3
Item 1A.	Risk Factors.	11
Item 1B.	Unresolved Staff Comments.	13
Item 2.	Properties.	14
Item 3.	Legal Proceedings.	15
Item 4.	Submission of Matters to a Vote of Security Holders.	18
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	21
Item 6.	Selected Financial Data.	22
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operation.	24
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	53
Item 8.	Financial Statements and Supplementary Data.	54
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	108
Item 9A.	Controls and Procedures.	108
Item 9B.	Other Information.	110
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	111
Item 11.	Executive Compensation.	111
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	111
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	111
Item 14.	Principal Accounting Fees and Services.	111
PART IV
Item 15.	Exhibits, Financial Statement Schedules.	112
SIGNATURES		114

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The Dow Chemical Company and Subsidiaries
PART I, Item 1. Business.

THE COMPANY

The Dow Chemical Company was incorporated in 1947 under Delaware law and is the successor to a Michigan corporation, of the same name, organized in 1897. Except as otherwise indicated by the context, the terms "Company" or "Dow" as used herein mean The Dow Chemical Company and its consolidated subsidiaries. On February 6, 2001, the merger of Union Carbide Corporation ("Union Carbide") with a subsidiary of The Dow Chemical Company was completed, and Union Carbide became a wholly owned subsidiary of Dow.

       The Company is engaged in the manufacture and sale of chemicals, plastic materials, agricultural and other specialized products and services.

       The Company's principal executive offices are located at 2030 Dow Center, Midland, Michigan 48674, telephone 989-636-1000. Its Internet website address is www.dow.com. All of the Company's filings with the U.S. Securities and Exchange Commission are available free of charge through the Investor Relations page on this website, immediately upon filing.

BUSINESS AND PRODUCTS

Corporate Profile

Dow is a diversified chemical company that offers a broad range of innovative chemical, plastic and agricultural products and services to customers in more than 175 countries, helping them to provide everything from fresh water, food and pharmaceuticals to paints, packaging and personal care. In 2006, Dow had annual sales of $49 billion and employed approximately 42,600 people worldwide. The Company has 150 manufacturing sites in 37 countries and produces more than 3,100 products. The following descriptions of the Company's operating segments include a representative listing of products for each business.

PERFORMANCE PLASTICS

Applications: automotive interiors, exteriors, under-the-hood and body engineered systems • building and construction, thermal and acoustic insulation, roofing • communications technology, telecommunication cables, electrical and electronic connectors • footwear • home and office furnishings: kitchen appliances, power tools, floor care products, mattresses, carpeting, flooring, furniture padding, office furniture • information technology equipment and consumer electronics • packaging, food and beverage containers, protective packaging • sports and recreation equipment • wire and cable insulation and jacketing materials for power utility and telecommunications

Dow Automotive serves the global automotive market and is a leading supplier of plastics, adhesives, sealants and other plastics-enhanced products for interior, exterior, under-the-hood, vehicle body structure and acoustical management technology solutions. With offices and application development centers around the world, Dow Automotive provides materials science expertise and comprehensive technical capabilities to its customers worldwide.

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Products: AFFINITY™ polyolefin plastomers; AMPLIFY™ functional polymers; BETABRACE™ reinforcing composites; BETADAMP™ acoustical damping systems; BETAFOAM™ NVH and structural foams; BETAGUARD™ sealants; BETAMATE™ structural adhesives; BETASEAL™ glass bonding systems; CALIBRE™ polycarbonate resins; DOW™ polyethylene resins; DOW™ polypropylene resins and automotive components made with DOW™ polypropylene; IMPAXX™ energy management foam; INSPIRE™ performance polymers; INTEGRAL™ adhesive film; ISONATE™ pure and modified methylene diphenyl diisocyanate (MDI) products; ISOPLAST™ engineering thermoplastic polyurethane resins; MAGNUM™ ABS resins; PAPI™ polymeric MDI; PELLETHANE™ thermoplastic polyurethane elastomers; Premium brake fluids and lubricants; PULSE™ engineering resins; SPECFLEX™ semi-flexible polyurethane foam systems; SPECTRIM™ reaction moldable polymers; STRANDFOAM™ polypropylene foam; VERSIFY™ plastomers and elastomers; VORANATE™ specialty isocyanates; VORANOL™ polyether polyols

Dow Building Solutions manufactures and markets an extensive line of insulation, weather barrier, and oriented composite building solutions, as well as a line of cushion packaging foam solutions. The business is the recognized leader in extruded polystyrene (XPS) insulation, known industry-wide by its distinctive Blue color and the Dow STYROFOAM™ brand for more than 50 years. The business also manufactures foam solutions for a wide range of applications including cushion packaging, electronics protection and material handling.

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Products: EQUIFOAM™ comfort products; ETHAFOAM™ polyethylene foam; IMMOTUS™ acoustic panels; QUASH™ sound management foam; SARAN™ vapor retarder film and tape; STYROFOAM™ brand insulation products (including XPS and polyisocyanurate rigid foam sheathing products); SYMMATRIX™ oriented composites; SYNERGY™ soft touch foam; TRYMER™ polyisocyanurate foam pipe insulation; WEATHERMATE™ weather barrier solutions (housewraps, sill pans, flashings and tapes)

Dow Epoxy is a leading global producer of epoxy resins, intermediates and specialty resins for a wide range of industries and applications such as coatings, electrical laminates, civil engineering, adhesives and composites. With plants strategically located across four continents, the business is focused on providing customers around the world with differentiated solution-based epoxy products and innovative technologies and services.

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Products: D.E.H.™ epoxy curing agents or hardeners; D.E.N.™ epoxy novolac resins; D.E.R.™ epoxy resins (liquids, solids and solutions); Epoxy intermediates (Acetone, Allyl chloride, Bisphenol-A, Epichlorohydrin, OPTIM™ synthetic glycerine and Phenol); Peroxymeric chemicals (CYRACURE™ cycloaliphatic epoxides, FLEXOL™ plasticizers; and TONE™ monomers, polyols and polymers); Specialty acrylic monomers (Glycidyl methacrylate, Hydroxyethyl acrylate and Hydroxypropyl acrylate); UCAR™ solution vinyl resins

The Polyurethanes and Polyurethane Systems business is a leading global producer of polyurethane raw materials and polyurethane systems. Differentiated by its ability to globally supply a high-quality, consistent and complete product range, this business emphasizes both existing and new business developments while facilitating customer success with a global market and technology network.

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Products: THE ENHANCER™ and LIFESPAN™ carpet backings; FROTH-PAK™ polyurethane spray foam; GREAT STUFF™ polyurethane foam sealant; INSTA-STIK™ roof insulation adhesive; ISONATE™ MDI; PAPI™ polymeric MDI; Propylene glycol; Propylene oxide; SPECFLEX™ copolymer polyols; SYNTEGRA™ waterborne polyurethane dispersions; TILE BOND™ roof tile adhesive; VORACOR™, VORALAST™, VORALUX™ and VORASTAR™ polyurethane systems; VORANATE™ isocyanate; VORANOL™ and VORANOL™ VORACTIV™ polyether and copolymer polyols

Specialty Plastics and Elastomers is a business portfolio of specialty products including a broad range of engineering plastics and compounds, performance elastomers and plastomers, specialty copolymers, synthetic rubber, polyvinylidene chloride resins and films (PVDC), and specialty film substrates. The business serves such industries as automotive, civil construction, wire and cable, building and construction, consumer electronics and appliances, food and specialty packaging, and footwear.

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Products: AFFINITY™ polyolefin plastomers (POPs); AMPLIFY™ functional polymers; CALIBRE™ polycarbonate resins; DOW XLA™ elastic fiber; EMERGE™ advanced resins; ENGAGE™ polyolefin elastomers; FLEXOMER™ very low density polyethylene (VLDPE) resins; INTEGRAL™ adhesive films; ISOPLAST™ engineering thermoplastic polyurethane resins; MAGNUM™ ABS resins; NORDEL™ hydrocarbon rubber; PELLETHANE™ thermoplastic polyurethane elastomers; PRIMACOR™ copolymers; PROCITE™ window envelope films; PULSE™ engineering resins; REDI-LINK™ polyethylene-based wire & cable insulation compounds; SARAN™ PVDC resin and SARAN™ PVDC film; SARANEX™ barrier films; SI-LINK™ polyethylene-based low voltage insulation compounds; TRENCHCOAT™ protective films; TYRIL™ SAN resins; TYRIN™ chlorinated polyethylene; UNIGARD™ HP high-performance flame-retardant compounds; UNIGARD™ RE reduced emissions flame-retardant compounds; UNIPURGE™ purging compound; VERSIFY™ plastomers and elastomers; ZETABON™ coated metal cable armor

The Technology Licensing and Catalyst business includes licensing and supply of related catalysts, process control software and services for the UNIPOL™ polypropylene process, the METEOR™ process for ethylene oxide (EO) and ethylene glycol (EG), the LP OXO™ process for oxo alcohols, the QBIS™ bisphenol A process, and Dow's proprietary technology for production of purified terephthalic acid (PTA). Licensing of the UNIPOL™ polyethylene process and sale of related catalysts, including metallocene catalysts, are handled through Univation Technologies, LLC, a 50:50 joint venture of Union Carbide.

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Products: LP OXO™ process technology and NORMAX™ catalysts; METEOR™ EO/EG process technology and catalysts; PTA process technology; QBIS™ bisphenol A process technology and DOWEX™ QCAT™ catalyst; UNIPOL™ PP process technology and SHAC™ catalyst systems

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The Performance Plastics segment also includes a portion of the results of the Siam Group, a group of Thailand-based joint ventures.

PERFORMANCE CHEMICALS

Applications: agricultural and pharmaceutical products and processing • building materials • chemical processing and intermediates • electronics • food processing and ingredients • gas treating solvents • household products • metal degreasing and dry cleaning • oil and gas treatment • paints, coatings, inks, adhesives, lubricants • personal care products • pulp and paper manufacturing, coated paper and paperboard • textiles and carpet • water purification

Designed Polymers is a business portfolio of products and systems characterized by unique chemistry, deep expertise in regulated markets and specialty product qualities and features. Within Designed Polymers, Dow Water Solutions offers world-class brands and enabling component technologies designed to advance the science of desalination, water purification, trace contaminant removal and water recycling. Other businesses in Designed Polymers, such as Water Soluble Polymers, develop and market a range of products that enhance the physical and sensory properties of end-use products in a wide range of applications including food, pharmaceuticals, oil and gas, paints and coatings, personal care, and building and construction.

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Products and Services: Acrolein derivatives; Basic nitroparaffins and nitroparaffin-based specialty chemicals of ANGUS Chemical Company, a wholly owned subsidiary of Dow; CELLOSIZE™ hydroxyethyl cellulose; Chiral compounds and biocatalysts; CYCLOTENE™ advanced electronics resins; DOW™ latex powders; DOWEX™ ion exchange resins; ETHOCEL™ ethylcellulose resins; FILMTEC™ membranes; FORTEFIBER™ soluble dietary fiber; Hydrocarbon resins; Industrial biocides; METHOCEL™ cellulose ethers; OMEXELL™ ultrafiltration; OMEXELL™ electrodeionization; Pfçnex Expression Technology™; POLYOX™ water-soluble resins; Quaternaries; SILK™ semiconductor dielectric resins

The Dow Latex and Acrylic Monomers business is a major global supplier of latexes, for a wide range of industries and applications. It provides the broadest line of styrene/butadiene (S/B) products supporting customers in paper and paperboard (for magazines, catalogues and food packaging) applications, and the carpet and floor covering industry. UCAR Emulsion Systems (UES) manufactures and sells acrylic, vinyl acrylic, vinyl acetate ethylene (VAE), and S/B and styrene acrylic latexes and NEOCAR™ branched vinyl ester latexes for use in the architectural and industrial coatings, adhesives, construction products such as caulks and sealants, textile, and traffic paint. It also offers the broadest product range in the dispersion area and produces and markets UCAR™ POLYPHOBE™ rheology modifiers.

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Products: Acrylic acid/Acrylic esters; Acrylic latex; EVOCAR™ specialty latex; FOUNDATIONS™ latex; NEOCAR™ branched vinyl ester latexes; Styrene-acrylate latex; Styrene-butadiene latex; Styrene-butadiene vinyl acetate ethylene (VAE); UCAR™ all-acrylic, styrene-acrylic and vinyl-acrylic latexes; UCAR™ POLYPHOBE™ rheology modifiers; UCARHIDE™ opacifier

The Specialty Chemicals business provides products and services used as functional ingredients or processing aids in the manufacture of a diverse range of products. Applications include agricultural and pharmaceutical products and processing, building and construction, chemical processing and intermediates, electronics, food processing and ingredients, gas treating solvents, fuels and lubricants, oil and gas, household and institutional cleaners, coatings and paints, pulp and paper manufacturing, metal degreasing and dry cleaning, and transportation. Dow Haltermann Custom Processing provides contract and custom manufacturing services to other specialty chemical, agricultural chemical and biodiesel producers.

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Products: AMBITROL™ and NORKOOL™ industrial coolants; Butyl CARBITOL™ and Butyl CELLOSOLVE™ ethylene oxide; CARBOWAX™ and CARBOWAX™ SENTRY™ polyethylene glycols and methoxypolyethylene glycols; Diphenyloxide; DOW™ polypropylene glycols; DOWCAL™, DOWFROST™, DOWTHERM™, SYLTHERM and UCARTHERM™ heat transfer fluids; DOWFAX™, TERGITOL™ and TRITON™ surfactants; Ethanolamines; Ethyleneamines; Isopropanolamines; MAXIBOOST™ cleaning boosters; MAXICHECK™ solvent analysis test kits; MAXISTAB™ stabilizers; Propylene oxide-based glycol ethers; SAFE-TAINER™ closed-loop delivery system; SYNALOX™ lubricants; UCAR™ deicing fluids; UCARKLEAN™ amine management; UCARSOL™ formulated solvents; UCON™ fluids; VERSENE™ chelating agents; Fine and specialty chemicals from the Dow Haltermann Custom Processing business; Test and reference fuels, printing ink distillates, pure hydrocarbons and esters, and derivatives from Haltermann Products, a wholly owned subsidiary of Dow

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The Performance Chemicals segment also includes the results of Dow Corning Corporation, and a portion of the results of the OPTIMAL Group and the Siam Group, all joint ventures of the Company.

AGRICULTURAL SCIENCES

Applications: control of weeds, insects and plant diseases for agriculture and pest management • agricultural seeds and traits (genes)

Dow AgroSciences is a global leader in providing pest management, agricultural and crop biotechnology products and solutions. The business develops, manufactures and markets products for crop production; weed, insect and plant disease management; and industrial and commercial pest management. Dow AgroSciences is building a leading plant genetics and biotechnology business in agricultural seeds, traits, healthy oils, and animal health.

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Products: CLINCHER™ herbicide; DITHANE™ fungicide; FORTRESS™ fungicide; GARLON™ herbicide; GLYPHOMAX™ herbicide; GRANITE™ herbicide, HERCULEX™ I insect protection; HERCULEX™RW insect protection; HERCULEX™ XTRA insect protection; KEYSTONE™ herbicides; LAREDO™ fungicide; LONTREL™ herbicide; LORSBAN™ insecticides; MILESTONE™ herbicide; MUSTANG™ herbicide; MYCOGEN™ seeds; NEXERA™ canola and sunflower seeds; PHYTOGEN™ brand cottonseeds; PROFUME™ gas fumigant; SENTRICON™ termite colony elimination system; STARANE™ herbicide; STINGER™ herbicide; SURPASS™ herbicide; TELONE™ soil fumigant; TORDON™ herbicide; TRACER™ NATURALYTE™ insect control; VIKANE™ structural fumigant; WIDESTRIKE™ insect protection

BASIC PLASTICS

Applications: adhesives • appliances and appliance housings • agricultural films • automotive parts and trim • beverage bottles • bins, crates, pails and pallets • building and construction • coatings • consumer and durable goods • consumer electronics • disposable diaper liners • fibers and nonwovens • films, bags and packaging for food and consumer products • hoses and tubing • household and industrial bottles • housewares • hygiene and medical films • industrial and consumer films and foams • information technology • oil tanks and road equipment • plastic pipe • textiles • toys, playground equipment and recreational products • wire and cable compounds

The Polyethylene business is the world's leading supplier of polyethylene-based solutions through sustainable product differentiation. Through the use of multiple catalyst and process technologies, the business offers customers one of the industry's broadest ranges of polyethylene resins via a strong global network of local experts focused on partnering for long-term success.

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Products: ASPUN™ fiber grade resins; ATTANE™ ultra low density polyethylene (ULDPE) resins; CONTINUUM™ bimodal polyethylene resins; DOW™ high density polyethylene (HDPE) resins; DOW™ low density polyethylene (LDPE) resins; DOWLEX™ polyethylene resins; ELITE™ enhanced polyethylene (EPE) resins; TUFLIN™ linear low density polyethylene (LLDPE) resins; UNIVAL™ HDPE resins

The Polypropylene business, a major global polypropylene supplier, provides a broad range of products and solutions tailored to customer needs by leveraging Dow's leading manufacturing and application technology, research and product development expertise, extensive market knowledge and strong customer relationships.

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Products: DOW™ homopolymer polypropylene resins; DOW™ impact copolymer polypropylene resins; DOW™ random copolymer polypropylene resins; INSPIRE™ performance polymers

The Polystyrene business, the global leader in the production of polystyrene resins, is uniquely positioned with geographic breadth and participation in a diversified portfolio of applications. Through market and technical leadership and low cost capability, the business continues to improve product performance and meet customer needs.

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Products: STYRON A-TECH™ and C-TECH™ advanced technology polystyrene resins and a full line of STYRON™ general purpose polystyrene resins; STYRON™ high-impact polystyrene resins

The Basic Plastics segment also includes the results of Equipolymers and a portion of the results of EQUATE Petrochemical Company K.S.C. and the Siam Group, all joint ventures of the Company.

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BASIC CHEMICALS

Applications: agricultural products • alumina • automotive antifreeze and coolant systems • carpet and textiles • chemical processing • dry cleaning • dust control • household cleaners and plastic products • inks • metal cleaning • packaging, food and beverage containers, protective packaging • paints, coatings and adhesives • personal care products • petroleum refining • pharmaceuticals • plastic pipe • pulp and paper manufacturing • snow and ice control • soaps and detergents • water treatment

The Core Chemicals business is a leading global producer of each of its basic chemical products, which are sold to many industries worldwide, and also serve as key raw materials in the production of a variety of Dow's performance and plastics products.

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Products: Acids; Alcohols; Aldehydes; Caustic soda; Chlorine; Chloroform; COMBOTHERM™ blended deicer; DOWFLAKE™ calcium chloride; DOWPER™ dry cleaning solvent; Esters; Ethylene dichloride (EDC); LIQUIDOW™ liquid calcium chloride; MAXICHECK™ procedure for testing the strength of reagents; MAXISTAB™ stabilizers for chlorinated solvents; Methyl chloride; Methylene chloride; Monochloroacetic acid (MCAA); Oxo products; PELADOW™ calcium chloride pellets; Perchloroethylene; Trichloroethylene; Vinyl acetate monomer (VAM); Vinyl chloride monomer (VCM); Vinylidene chloride (VDC)

The Ethylene Oxide/Ethylene Glycol business is a key supplier of ethylene glycol to MEGlobal, a 50:50 joint venture and a world leader in the manufacture and marketing of merchant monoethylene glycol and diethylene glycol. Dow also supplies ethylene oxide to internal derivatives businesses. Ethylene glycol is used in polyester fiber, polyethylene terephthalate (PET) for food and beverage container applications, polyester film and antifreeze.

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Products: Ethylene glycol (EG); Ethylene oxide (EO)

The Basic Chemicals segment also includes the results of MEGlobal and a portion of the results of EQUATE Petrochemical Company K.S.C. and the OPTIMAL Group, all joint ventures of the Company.

HYDROCARBONS AND ENERGY

Applications: polymer and chemical production • power

The Hydrocarbons and Energy business encompasses the procurement of fuels, natural gas liquids and crude oil-based raw materials, as well as the supply of monomers, power and steam principally for use in Dow's global operations. The business regularly sells its byproducts; the business also buys and sells products in order to balance regional production capabilities and derivative requirements. The business also sells products to certain Dow joint ventures. Dow is the world leader in the production of olefins and aromatics.

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Products: Benzene; Butadiene; Butylene; Cumene; Ethylene; Propylene; Styrene; Power, steam and other utilities

The Hydrocarbons and Energy segment also includes the results of Compañía Mega S.A. and a portion of the results of the Siam Group, both joint ventures of the Company.

Unallocated and Other includes the results of New Ventures (which includes new business incubation platforms focused on identifying and pursuing new commercial opportunities); Venture Capital; the Company's insurance operations and environmental operations; and overhead and other cost recovery variances not allocated to the operating segments.

Industry Segments and Geographic Area Results

See Note S to the Consolidated Financial Statements for disclosure of information by operating segment and geographic area.

Number of Products

Dow manufactures and supplies more than 3,100 products and services. No single product accounted for more than 5 percent of the Company's consolidated net sales in 2006.

Competition

Historically, the chemical industry has operated in a competitive environment, and that environment is expected to continue. The Company experiences substantial competition in each of its operating segments and in each of the geographic areas in

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which it operates. In addition to other chemical companies, the chemical divisions of major international oil companies provide substantial competition in the United States and abroad. Dow competes worldwide on the basis of quality, price and customer service, and for 2006 continued to be the largest U.S. producer of chemicals and plastics, in terms of sales.

Raw Materials

The Company operates in an integrated manufacturing environment. Basic raw materials are processed through many stages to produce a number of products that are sold as finished goods at various points in those processes.

       The two major raw material streams that feed the integrated production of the Company's finished goods are chlorine-based and hydrocarbon-based raw materials.

       Salt, limestone and natural brine are the base raw materials used in the production of chlor-alkali products and derivatives. The Company owns salt deposits in Louisiana, Michigan and Texas; Alberta, Canada; Brazil; and Germany. The Company also owns natural brine deposits in Michigan and limestone deposits in Texas.

       The Company purchases hydrocarbon raw materials including liquefied petroleum gases, crude oil, naphtha, natural gas and condensate. These raw materials are used in the production of both saleable products and energy. The Company also purchases electric power, benzene, ethylene, propylene and styrene to supplement internal production. Expenditures for hydrocarbon feedstocks and energy accounted for 49 percent of the Company's production costs and operating expenses for the year ended December 31, 2006. The Company purchases these raw materials on both short- and long-term contracts.

       Other significant raw materials include acrylonitrile, aniline, bisphenol, co-monomers (for linear low density polyethylene), methanol, rubber, and toluene diamine. The Company purchases these raw materials on both short- and long-term contracts.

       The Company had adequate supplies of raw materials during 2006, and expects to continue to have adequate supplies of raw materials in 2007.

Method of Distribution

All products and services are marketed primarily through the Company's sales force, although in some instances more emphasis is placed on sales through distributors.

       Twenty-two percent of the sales of the Basic Chemicals segment in 2006 were to one customer. The Company has a supply contract with this customer on an ongoing basis. In addition, sales to MEGlobal, a 50:50 joint venture with Petrochemical Industries Company of Kuwait, represented approximately 15 percent of the sales in the Basic Chemicals segment. Excess ethylene glycol produced in Dow's plants in the United States and Europe is sold to MEGlobal. See Note C to the Consolidated Financial Statements for further discussion on the formation of MEGlobal in the second quarter of 2004. Other than the sales to these customers, no significant portion of the business of any operating segment is dependent upon a single customer.

Research and Development

The Company is engaged in a continuous program of basic and applied research to develop new products and processes, to improve and refine existing products and processes and to develop new applications for existing products. Research and development expenses were $1,164 million in 2006, $1,073 million in 2005 and $1,022 million in 2004. At December 31, 2006, the Company employed approximately 5,600 people in various research and development activities.

Patents, Licenses and Trademarks

The Company continually applies for and obtains U.S. and foreign patents. At December 31, 2006, the Company owned 2,519 active U.S. patents and 9,161 active foreign patents as follows:

Patents Owned at December 31, 2006
	U.S.	Foreign
Performance Plastics	1,291	5,101
Performance Chemicals	382	1,145
Agricultural Sciences	546	1,786
Basic Plastics	141	711
Basic Chemicals	62	96
Hydrocarbons and Energy	34	219
Other	63	103
Total	2,519	9,161

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       Dow's primary purpose in obtaining patents is to protect the results of its research for use in operations and licensing. Dow is also party to a substantial number of patent licenses and other technology agreements. The Company had revenue related to patent and technology royalties totaling $512 million in 2006, $195 million in 2005 and $246 million in 2004. Revenue related to licensing was up in 2006 due to lump sum licensing revenue that was earned in the first quarter. The Company incurred royalties to others of $64 million in 2006, $62 million in 2005 and $42 million in 2004. Dow also has a substantial number of trademarks and trademark registrations in the United States and in other countries, including the "Dow in Diamond" trademark. Although the Company considers that its patents, licenses and trademarks in the aggregate constitute a valuable asset, it does not regard its business as being materially dependent upon any single patent, license or trademark.

Principal Partly Owned Companies

Dow's principal nonconsolidated affiliates at December 31, 2006, including direct or indirect ownership interest for each, are listed below:

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Compañía Mega S.A. – 28 percent – an Argentine company that owns a natural gas separation and fractionation plant, which provides feedstocks to the Company's petrochemical plant located in Bahia Blanca, Argentina.

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Dow Corning Corporation – 50 percent – a U.S. company that manufactures silicone and silicone products. See Note J to the Consolidated Financial Statements.

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EQUATE Petrochemical Company K.S.C. – 42.5 percent – a Kuwait-based company that manufactures ethylene, polyethylene and ethylene glycol.

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Equipolymers – 50 percent – a company, headquartered in Zurich, Switzerland, that manufactures purified terephthalic acid, and manufactures and markets polyethylene terephthalate resins. See Note C to the Consolidated Financial Statements.

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MEGlobal – 50 percent – a company, headquartered in Dubai, United Arab Emirates, that manufactures and markets monoethylene glycol and diethylene glycol. See Note C to the Consolidated Financial Statements.

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The OPTIMAL Group [consisting of OPTIMAL Olefins (Malaysia) Sdn Bhd – 23.75 percent; OPTIMAL Glycols (Malaysia) Sdn Bhd – 50 percent; OPTIMAL Chemicals (Malaysia) Sdn Bhd – 50 percent] – Malaysian companies that operate an ethane/propane cracker, an ethylene glycol facility and a production facility for ethylene and propylene derivatives within a world-scale, integrated chemical complex located in Kerteh, Terengganu, Malaysia.

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The Siam Group – 49 percent [consisting of Pacific Plastics (Thailand) Limited; Siam Polyethylene Company Limited; Siam Polystyrene Company Limited; Siam Styrene Monomer Co., Ltd.; Siam Synthetic Latex Company Limited] – Thailand-based companies that manufacture polyurethanes, polyethylene, polystyrene, styrene and latex.

       See Note F to the Consolidated Financial Statements for additional information.

Financial Information About Foreign and Domestic Operations and Export Sales

In 2006, the Company derived 63 percent of its sales and had 45 percent of its property investment outside the United States. While the Company's international operations may be subject to a number of additional risks, such as changes in currency exchange rates, the Company does not regard its foreign operations, on the whole, as carrying any greater risk than its operations in the United States. Information on sales and long-lived assets by geographic area for each of the last three years appears in Note S to the Consolidated Financial Statements, and discussions of the Company's risk management program for foreign exchange and interest rate risk management appear in Item 1A. Risk Factors, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, and Note H to the Consolidated Financial Statements.

Protection of the Environment

Matters pertaining to the environment are discussed in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation, and Notes A and J to the Consolidated Financial Statements.

Employees

Personnel count was 42,578 at December 31, 2006; 42,413 at December 31, 2005; and 43,203 at December 31, 2004. During 2006, headcount was impacted by the addition of approximately 550 employees associated with the acquisition of Zhejiang Omex Environmental Engineering Co. LTD by FilmTec Corporation, a wholly owned subsidiary of the Company, and a reduction of approximately 260 employees due to the sale of the plastics division of Sentrachem Limited. In 2005, headcount declined from 2004, despite the addition of approximately 115 employees associated with the acquisition of businesses from DuPont Dow Elastomers L.L.C., as the Company remained focused on improving organizational efficiency and financial performance.

9

Other Activities

Dow engages in the property and casualty insurance and reinsurance business primarily through its Liana Limited subsidiaries.

10

The Dow Chemical Company and Subsidiaries
PART I, Item 1A. Risk Factors.

The factors described below represent the Company's principal risks. Except as otherwise indicated, these factors may or may not occur and the Company is not in a position to express a view on the likelihood of any such factor occurring. Other factors may exist that the Company does not consider to be significant based on information that is currently available or that the Company is not currently able to anticipate.

Volatility in purchased feedstock and energy costs impact Dow's operating costs and add variability to earnings.

During 2006, purchased feedstock and energy costs continued to rise, adding an additional $2 billion of costs compared with 2005 and accounting for 49 percent of the Company's total production costs and operating expenses in 2006, up from 47 percent in 2005 and 42 percent in 2004. While purchased feedstock and energy costs have trended downward in early 2007, these costs are expected to remain volatile throughout the year. The Company uses its feedstock flexibility and financial and physical hedging programs to lower overall feedstock costs. However, when these costs increase, the Company is not always able to immediately raise selling prices and, ultimately, its ability to pass on underlying cost increases is greatly dependent on market conditions. As a result, increases in these costs could negatively impact the Company's results of operations.

The earnings generated by the Company's basic chemical and basic plastic products will vary from period to period based in part on the balance of supply relative to demand within the industry.

The balance of supply relative to demand within the industry may be significantly impacted by the addition of new capacity. For basic commodities, capacity is generally added in large increments as world-scale facilities are built. This may disrupt industry balances and result in downward pressure on prices due to the increase in supply, which could negatively impact the Company's results of operations.

The businesses of many of Dow's customers are cyclical in nature and sensitive to changes in general economic conditions.

An economic downturn in the businesses or geographic areas in which Dow sells its products could reduce demand for these products and result in a decrease in sales volume and could have a negative impact on Dow's results of operations.

If key suppliers are unable to provide the raw materials required for production, Dow may not be able to obtain the raw materials from other sources on as favorable terms.

The Company purchases hydrocarbon raw materials including liquefied petroleum gases, crude oil, naphtha, natural gas and condensate. The Company also purchases electric power, benzene, ethylene, propylene and styrene to supplement internal production, and other raw materials. If the Company's key suppliers are unable to provide the raw materials required for production, it could have a negative impact on Dow's results of operations. For example, during 2005, the Company experienced temporary supply disruptions related to two major hurricanes on the U.S. Gulf Coast.

The Company experiences substantial competition in each of the operating segments and geographic areas in which it operates.

Historically, the chemical industry has operated in a competitive environment, and that environment is expected to continue. In addition to other chemical companies, the chemical divisions of major international oil companies provide substantial competition. Dow competes worldwide on the basis of quality, price and customer service. Increased levels of competition could result in lower prices or lower sales volume, which would have a negative impact on the Company's results of operations.

Actual or alleged violations of environmental laws or permit requirements could result in restrictions or prohibitions on plant operations, substantial civil or criminal sanctions, as well as the assessment of strict liability and/or joint and several liability.

The Company is subject to extensive federal, state, local and foreign laws, regulations, rules and ordinances relating to pollution, protection of the environment and the generation, storage, handling, transportation, treatment, disposal and remediation of hazardous substances and waste materials. At December 31, 2006, the Company had accrued obligations of $347 million for environmental remediation and restoration costs, including $31 million for the remediation of Superfund sites. This is management's best estimate of the costs for remediation and restoration with respect to environmental matters for which the Company has accrued liabilities, although the ultimate cost with respect to these particular matters could range up to twice that amount. Costs and capital expenditures relating to environmental, health or safety matters are subject to evolving regulatory requirements and will depend on the timing of the promulgation and enforcement of specific standards which impose the requirements. Moreover, changes in environmental regulations could inhibit or interrupt the Company's operations, or require modifications to its facilities. Accordingly, environmental, health or safety regulatory matters may result in significant unanticipated costs or liabilities.

11

The Company is party to a number of claims and lawsuits arising out of the normal course of business with respect to commercial matters, including product liability, governmental regulation and other actions.

Certain of the claims and lawsuits facing the Company purport to be class actions and seek damages in very large amounts. All such claims are being contested. With the exception of the possible effect of the asbestos-related liability of Union Carbide, described below, it is the opinion of the Company's management that the possibility is remote that the aggregate of all such claims and lawsuits will have a material adverse impact on the Company's consolidated financial statements.

       Union Carbide is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past three decades. At December 31, 2006, Union Carbide's asbestos-related liability for pending and future claims was $1.2 billion and its receivable for insurance recoveries related to its asbestos liability was $495 million. At December 31, 2006, Union Carbide also had receivables of $300 million for insurance recoveries for defense and resolution costs. It is the opinion of the Company's management that it is reasonably possible that the cost of Union Carbide disposing of its asbestos-related claims, including future defense costs, could have a material adverse impact on the Company's results of operations and cash flows for a particular period and on the consolidated financial position of the Company.

Local, state and federal governments have begun a regulatory process that could lead to new regulations impacting the security of chemical plant locations and the transportation of hazardous chemicals.

Growing public and political attention has been placed on protecting critical infrastructure, including the chemical industry, from security threats. Terrorist attacks and natural disasters have increased concern regarding the security of chemical production and distribution. In addition, local, state and federal governments have begun a regulatory process that could lead to new regulations impacting the security of chemical plant locations and the transportation of hazardous chemicals, which could result in higher operating costs and interruptions in normal business operations.

Failure to develop new products could make the Company less competitive.

The Company is engaged in a continuous program of basic and applied research to develop new products and processes, to improve and refine existing products and processes and to develop new applications for existing products. Failure to develop new products could make the Company less competitive.

Failure to protect the Company's intellectual property could negatively affect its future performance and growth.

The Company continually applies for and obtains U.S. and foreign patents to protect the results of its research for use in operations and licensing. Dow is also party to a substantial number of patent licenses and other technology agreements. The Company relies on patents and confidentiality agreements to protect its intellectual property. Failure to protect this intellectual property could negatively affect the Company's future performance and growth.

Weather-related matters could impact the Company's results of operations.

In 2005, two major hurricanes caused significant disruption in Dow's operations on the U.S. Gulf Coast, logistics across the region and the supply of certain raw materials, which had an adverse impact on volume and cost for some of Dow's products. If similar weather-related matters occur in the future, it could negatively affect Dow's results of operations, due to the Company's substantial presence on the U.S. Gulf Coast.

The Company's global business operations give rise to market risk exposure.

The Company's global business operations give rise to market risk exposure related to changes in foreign exchange rates, interest rates, commodity prices and other market factors such as equity prices. To manage such risks, Dow enters into hedging transactions, pursuant to established guidelines and policies. If Dow fails to effectively manage such risks, it could have a negative impact on the Company's consolidated financial statements.

12

The Dow Chemical Company and Subsidiaries
PART I, Item 1B. Unresolved Staff Comments.

UNRESOLVED STAFF COMMENTS

None.

13

The Dow Chemical Company and Subsidiaries
PART I, Item 2. Properties.

PROPERTIES

The Company operates 150 manufacturing sites in 37 countries. Properties of Dow include facilities which, in the opinion of management, are suitable and adequate for the manufacture and distribution of Dow's products. During 2006, the Company's chemicals and plastics production facilities and plants operated at approximately 85 percent of capacity. The Company's major production sites are as follows:

United States:	Plaquemine, Louisiana; Hahnville, Louisiana; Midland, Michigan; Freeport, Texas; Seadrift, Texas; Texas City, Texas; South Charleston, West Virginia.
Canada:	Fort Saskatchewan, Alberta.
Germany:	Boehlen; Leuna; Rheinmuenster; Schkopau; Stade.
France:	Drusenheim.
The Netherlands:	Terneuzen.
Spain:	Tarragona.
Argentina:	Bahia Blanca.
Brazil:	Aratu.

       Including the major production sites, the Company has plants and holdings in the following geographic areas:

United States:	45 manufacturing locations in 16 states.
Canada:	6 manufacturing locations in 3 provinces.
Europe:	50 manufacturing locations in 19 countries.
Latin America:	24 manufacturing locations in 5 countries.
Asia Pacific:	25 manufacturing locations in 11 countries.

       All of Dow's plants are owned or leased, subject to certain easements of other persons which, in the opinion of management, do not substantially interfere with the continued use of such properties or materially affect their value. Dow leases ethylene plants in Fort Saskatchewan, Alberta, Canada and Terneuzen, The Netherlands.

       A summary of properties, classified by type, is provided in Note E to the Consolidated Financial Statements. Additional information regarding leased properties can be found in Note M to the Consolidated Financial Statements.

14

The Dow Chemical Company and Subsidiaries
PART I, Item 3. Legal Proceedings.

LEGAL PROCEEDINGS

Asbestos-Related Matters of Union Carbide Corporation

Introduction

Union Carbide Corporation ("Union Carbide"), a wholly owned subsidiary of the Company, is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past three decades. These suits principally allege personal injury resulting from exposure to asbestos-containing products and frequently seek both actual and punitive damages. The alleged claims primarily relate to products that Union Carbide sold in the past, alleged exposure to asbestos-containing products located on Union Carbide's premises, and Union Carbide's responsibility for asbestos suits filed against a former Union Carbide subsidiary, Amchem Products, Inc. ("Amchem"). In many cases, plaintiffs are unable to demonstrate that they have suffered any compensable loss as a result of such exposure, or that injuries incurred in fact resulted from exposure to Union Carbide's products.

       Influenced by the bankruptcy filings of numerous defendants in asbestos-related litigation and the prospects of various forms of state and national legislative reform, the rate at which plaintiffs filed asbestos-related suits against various companies, including Union Carbide and Amchem, increased in 2001, 2002 and the first half of 2003. Since then, the rate of filing has significantly abated. Union Carbide expects more asbestos-related suits to be filed against Union Carbide and Amchem in the future, and will aggressively defend or reasonably resolve, as appropriate, both pending and future claims.

       The table below provides information regarding asbestos-related claims filed against Union Carbide and Amchem:

	2006		2005		2004
Claims unresolved at January 1	146,325		203,416		193,891
Claims filed	16,386		34,394		58,240
Claims settled, dismissed or otherwise resolved	(50,824	)	(91,485	)	(48,715	)
Claims unresolved at December 31	111,887		146,325		203,416
Claimants with claims against both UCC and Amchem	38,529		48,647		73,587
Individual claimants at December 31	73,358		97,678		129,829

       Plaintiffs' lawyers often sue dozens or even hundreds of defendants in individual lawsuits on behalf of hundreds or even thousands of claimants. As a result, the damages alleged are not expressly identified as to Union Carbide, Amchem or any other particular defendant, even when specific damages are alleged with respect to a specific disease or injury. In fact, there are no personal injury cases in which only Union Carbide and/or Amchem are the sole named defendants. For these reasons and based upon Union Carbide's litigation and settlement experience, Union Carbide does not consider the damages alleged against Union Carbide and Amchem to be a meaningful factor in its determination of any potential asbestos liability.

Estimating the Liability

Based on a study completed by Analysis, Research & Planning Corporation ("ARPC") in January 2003, Union Carbide increased its December 31, 2002 asbestos-related liability for pending and future claims for the 15-year period ending in 2017 to $2.2 billion, excluding future defense and processing costs. Since then, Union Carbide has compared current asbestos claim and resolution activity to the results of the most recent ARPC study at each balance sheet date to determine whether the accrual continues to be appropriate.

       In November 2004, Union Carbide requested ARPC to review Union Carbide's historical asbestos claim and resolution activity and determine the appropriateness of updating its January 2003 study. In January 2005, ARPC provided Union Carbide with a report summarizing the results of its study. At December 31, 2004, Union Carbide's recorded asbestos-related liability for pending and future claims was $1.6 billion. Based on the low end of the range in the January 2005 study, Union Carbide's recorded asbestos-related liability for pending and future claims at December 31, 2004 would be sufficient to resolve asbestos-related claims against Union Carbide and Amchem into 2019. As in its January 2003 study, ARPC did provide estimates for a longer period of time in its January 2005 study, but also reaffirmed its prior advice that forecasts for shorter periods of time are more accurate than those for longer periods of time.

       In November 2005, Union Carbide requested ARPC to review Union Carbide's 2005 asbestos claim and resolution activity and determine the appropriateness of updating its January 2005 study. In response to that request, ARPC reviewed and analyzed data through October 31, 2005. In January 2006, ARPC stated that an update of its study would not provide a more likely estimate of future events than the estimate reflected in its study of the previous year and, therefore, the estimate in that study remained applicable. Union Carbide's asbestos-related liability for pending and future claims was $1.5 billion at December 31, 2005. Based on Union Carbide's own review of the asbestos claim and resolution activity and ARPC's response, Union Carbide determined that no change to the accrual was required at December 31, 2005.

15

       In November 2006, Union Carbide requested ARPC to review Union Carbide's historical asbestos claim and resolution activity and determine the appropriateness of updating its January 2005 study. In response to that request, ARPC reviewed and analyzed data through October 31, 2006 and concluded that the experience from 2004 through 2006 was sufficient for the purpose of forecasting future filings and values of asbestos claims filed against Union Carbide and Amchem, and could be used in place of previous assumptions to update its January 2005 study. The resulting study, completed by ARPC in December 2006, stated that the undiscounted cost of resolving pending and future asbestos-related claims against Union Carbide and Amchem, excluding future defense and processing costs, through 2021 was estimated to be between approximately $1.2 billion and $1.5 billion. As in its January 2005 study, ARPC provided estimates for a longer period of time in its December 2006 study, but also reaffirmed its prior advice that forecasts for shorter periods of time are more accurate than those for longer periods of time.

       Based on ARPC's December 2006 study and Union Carbide's own review of the asbestos claim and resolution activity, Union Carbide decreased its asbestos-related liability for pending and future claims to $1.2 billion at December 31, 2006 which will now cover the 15-year period ending in 2021 (excluding future defense and processing costs). The reduction was $177 million and is shown as "Asbestos-related credit" in the consolidated statements of income.

       At December 31, 2006, approximately 25 percent of the recorded liability related to pending claims and approximately 75 percent related to future claims. At December 31, 2005, approximately 39 percent of the recorded liability related to pending claims and approximately 61 percent related to future claims.

Defense and Resolution Costs

The following table provides information regarding defense and resolution costs related to asbestos-related claims filed against Union Carbide and Amchem:

Defense and Resolution Costs				Aggregate Costs
				to Date as of
In millions	2006	2005	2004	Dec. 31, 2006
Defense costs	$62	$75	$86	$481
Resolution costs	$117	$139	$300	$1,182

       The average resolution payment per asbestos claimant and the rate of new claim filings has fluctuated both up and down since the beginning of 2001. Union Carbide's management expects such fluctuations to continue in the future based upon a number of factors, including the number and type of claims settled in a particular period, the jurisdictions in which such claims arose, and the extent to which any proposed legislative reform related to asbestos litigation is being considered.

       Union Carbide expenses defense costs as incurred. The pretax impact for defense and resolution costs, net of insurance, was $45 million in 2006, $75 million in 2005 and $82 million in 2004, and was reflected in "Cost of sales."

Insurance Receivables

At December 31, 2002, Union Carbide increased the receivable for insurance recoveries related to its asbestos liability to $1.35 billion, substantially exhausting its asbestos product liability coverage. The insurance receivable related to the asbestos liability was determined by Union Carbide after a thorough review of applicable insurance policies and the 1985 Wellington Agreement, to which Union Carbide and many of its liability insurers are signatory parties, as well as other insurance settlements, with due consideration given to applicable deductibles, retentions and policy limits, and taking into account the solvency and historical payment experience of various insurance carriers. The Wellington Agreement and other agreements with insurers are designed to facilitate an orderly resolution and collection of Union Carbide's insurance policies and to resolve issues that the insurance carriers may raise.

       In September 2003, Union Carbide filed a comprehensive insurance coverage case, now proceeding in the Supreme Court of the State of New York, County of New York, seeking to confirm its rights to insurance for various asbestos claims and to facilitate an orderly and timely collection of insurance proceeds. This lawsuit was filed against insurers that are not signatories to the Wellington Agreement and/or do not otherwise have agreements in place with Union Carbide regarding their asbestos-related insurance coverage, in order to facilitate an orderly resolution and collection of such insurance policies and to resolve issues that the insurance carriers may raise. Although the lawsuit is continuing, through the end of 2006, Union Carbide reached settlements with several of the carriers involved in this litigation.

16

       Union Carbide's receivable for insurance recoveries related to its asbestos liability was $495 million at December 31, 2006 and $535 million at December 31, 2005. At December 31, 2006, all of the receivable for insurance recoveries ($398 million at December 31, 2005) was related to insurers that are not signatories to the Wellington Agreement and/or do not otherwise have agreements in place regarding their asbestos-related insurance coverage.

       In addition to the receivable for insurance recoveries related to its asbestos liability, Union Carbide had receivables for defense and resolution costs submitted to insurance carriers for reimbursement as follows:

Receivables for Costs Submitted to Insurance Carriers at December 31
In millions		2006		2005
Receivables for defense costs	$	34	$	73
Receivables for resolution costs		266		327
Total	$	300	$	400

       After a review of its insurance policies, with due consideration given to applicable deductibles, retentions and policy limits, after taking into account the solvency and historical payment experience of various insurance carriers; existing insurance settlements; and the advice of outside counsel with respect to the applicable insurance coverage law relating to the terms and conditions of its insurance policies, Union Carbide continues to believe that its recorded receivable for insurance recoveries from all insurance carriers is probable of collection.

Summary

The amounts recorded by Union Carbide for the asbestos-related liability and related insurance receivable described above were based upon current, known facts. However, future events, such as the number of new claims to be filed and/or received each year, the average cost of disposing of each such claim, coverage issues among insurers, and the continuing solvency of various insurance companies, as well as the numerous uncertainties surrounding asbestos litigation in the United States, could cause the actual costs and insurance recoveries for Union Carbide to be higher or lower than those projected or those recorded.

       Because of the uncertainties described above, Union Carbide's management cannot estimate the full range of the cost of resolving pending and future asbestos-related claims facing Union Carbide and Amchem. Union Carbide's management believes that it is reasonably possible that the cost of disposing of Union Carbide's asbestos-related claims, including future defense costs, could have a material adverse impact on Union Carbide's results of operations and cash flows for a particular period and on the consolidated financial position of Union Carbide.

       It is the opinion of Dow's management that it is reasonably possible that the cost of Union Carbide disposing of its asbestos-related claims, including future defense costs, could have a material adverse impact on the Company's results of operations and cash flows for a particular period and on the consolidated financial position of the Company.

Environmental Matter

The Company and the Texas Commission on Environmental Quality (the "TCEQ") are in the process of combining 12 Notices of Enforcement ("NOEs") issued by the TCEQ in relation to the Company's Freeport, Texas, site into a single enforcement matter for resolution. Nine of the 12 initial penalty assessments associated with the NOEs were received by the Company in the second quarter of 2006. The 12 NOEs primarily relate to alleged fugitive air emissions, air emission events and environmental recordkeeping violations; and seek a combined civil penalty of $858,738. While the Company expects that the penalty will ultimately be reduced, resolution of all 12 NOEs will result in a combined civil penalty in excess of $100,000.

17

The Dow Chemical Company and Subsidiaries
PART I, Item 4. Submission of Matters to a Vote of Security Holders.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders during the fourth quarter of 2006.

EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth below is information related to the Company's executive officers as of January 31, 2007.

WILLIAM F. BANHOLZER, 50. DOW CORPORATE VICE PRESIDENT AND CHIEF TECHNOLOGY OFFICER. Employee of Dow since July 2005. General Electric Company, Chemical Engineer 1983-1989; Laboratory Manager and Leader R&D Center 1989-1992; Engineering Manager of Superabrasives Business 1992-1997; Vice President of Global Engineering, GE Lighting 1997-1999; Vice President of Global Technology, GE Advanced Materials 1999-2005. Dow Corporate Vice President and Chief Technology Officer July 2005 to date. Director of Dow Corning Corporation* and Mycogen Corporation*. Elected to the U.S. National Academy of Engineering in 2002. Elected NAE Councilor 2005. Member of American Chemical Society, American Institute of Chemical Engineers, and NAE Chemical Engineering Peer Committee. Advisory Board member for chemistry and chemical engineering at University of Illinois and UC Berkeley.

JULIE FASONE HOLDER, 54. DOW CORPORATE VICE PRESIDENT, HUMAN RESOURCES, DIVERSITY & INCLUSION AND PUBLIC AFFAIRS. Employee of Dow since 1975. Marketing Manager, Polyurethanes Business 1981-1984; District Sales Manager, Dow Latex 1984-1989; Group Marketing Manager for Formulation Products 1989-1994; Group Marketing Manager & Global Business Director, Performance Chemicals 1994-1997; Director of Sales and Marketing, Performance Chemicals 1997-2000; Business Vice President of Industrial Chemicals 2000-2004; Business Vice President, Specialty Plastics and Elastomers 2004-2005; Corporate Vice President, Human Resources, Diversity & Inclusion and Public Affairs 2005 to date. Recipient of Dow Genesis Award in 1999 and The National Association for Female Executives Woman of Achievement Award in 2007. Director of Wolverine Bank, FSB and The Dow Chemical Company Foundation.

MICHAEL R. GAMBRELL, 53. DOW EXECUTIVE VICE PRESIDENT, BASIC PLASTICS AND CHEMICALS PORTFOLIO. Employee of Dow since 1976. Business Director for the North America Chlor-Alkali Assets Business 1989-1992. General Manager for the Plastic Lined Pipe Business 1992-1994. Vice President of Operations for Latin America 1994-1996. Corporate Director, Technology Centers and Global Process Engineering 1996-1998. Global Business Director of the Chlor-Alkali Assets Business 1998-2000. Business Vice President for EDC/VCM & ECU Management 2000-2003. Business Vice President for the Chlor-Vinyl Business 2003. Senior Vice President, Chemicals and Intermediates 2003-2005. Executive Vice President, Basic Plastics and Chemicals Portfolio, 2005 to date. Board member of Oman Petrochemical Industries Company LLC*. Chairman of World Chlorine Council. Member of US-India Business Council. Recipient of the President's Distinguished Alumnus Award from Rose-Hulman Institute of Technology 1996.

HEINZ HALLER, 51. DOW CORPORATE VICE PRESIDENT, STRATEGIC DEVELOPMENT AND NEW VENTURES. Employee of Dow 1980-1994 and since 2006. Dow sales representative, Emulsion Polymers, Speciality Chemicals and Chlorinated Solvents 1980-1994. Managing Director, Plüss-Staufer Ag 1994-1999. Chief Executive Officer, Red Bull Sauber AG and Sauber Petronas Engineering AG 2000-2002. Managing Director, Allianz Capital Partners GmbH 2002-2006. Dow Corporate Vice President, Strategic Development and New Ventures June 2006 to date. Director Mycogen Corporation* and Univation Technologies, LLC*.

CHARLES J. KALIL, 55. DOW CORPORATE VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY. Employee of Dow since 1980. General Counsel of Petrokemya (a former 50:50 joint venture of the Company) 1982-1983. Regional Counsel to Middle East/Africa 1983-1986. Senior Environmental Attorney 1986-1987. Litigation Staff Counsel and Group Leader 1987-1990. Senior Financial Law Counsel, Mergers and Acquisitions 1990-1992. General Counsel and Area Director of Government and Public Affairs for Dow Latin America 1992-1997. Special Counsel and Manager of INSITE™ legal issues 1997-2000. Assistant General Counsel for Corporate and Financial Law 2000-2003. Associate General Counsel for Corporate Legal Affairs 2003-2004. Dow Corporate Vice President and General Counsel November 2004 to date. Corporate Secretary 2005 to date. U.S. Department of Justice – Assistant U.S. Attorney, Eastern District of Michigan 1977-1980. Board member of Dorinco Reinsurance Company*, Liana Limited* and Oman Petrochemical Industries Company LLC*. Member of the Conference Board's Council of Chief Legal Officers. Member of the American Bar Association, District of Columbia Bar and the State Bar of Michigan.

18

DAVID E. KEPLER, 54. DOW SENIOR VICE PRESIDENT, SHARED SERVICES, ENVIRONMENT, HEALTH AND SAFETY, AND CHIEF INFORMATION OFFICER. Employee of Dow since 1975. Computer Services Manager of Dow U.S.A. Eastern Division 1984-1988. Commercial Director of Dow Canada Performance Products 1989-1991. Director of Pacific Area Information Systems 1991-1993. Manager of Information Technology for Chemicals and Plastics 1993-1994. Director of Global Information Systems Services 1994-1995. Director of Global Information Application 1995-1998. Vice President 1998-2000. Chief Information Officer 1998 to date. Corporate Vice President with responsibility for eBusiness 2000 to date. Responsibility for Advanced Electronic Materials 2002-2003. Responsibility for Shared Services – Customer Service, Information Systems, Purchasing, Six Sigma, Supply Chain, and Work Process Improvement 2004 to date. Senior Vice President with responsibility for EH&S March 2006 to date. Member of U.S. Chamber of Commerce Board of Directors, EPL Global Board of Directors, the American Chemical Society, and the American Institute of Chemical Engineers. Chairman of the Chemical IT Council and Cyber Security Program. Member of the Board of Directors for the Midland Community Cancer Services and Alden B. Dow Museum of Science and Art.

ROMEO KREINBERG, 56. DOW EXECUTIVE VICE PRESIDENT, PERFORMANCE PLASTICS AND CHEMICALS PORTFOLIO. Employee of Dow since 1977. Business Operations Manager for Latex and New Ventures in the Corporate Product Department 1987-1989. Regional Commercial Director for Dow Iberica 1989-1990. Regional Commercial Director for the newly unified German geography 1990-1991. Management Board for Dow Deutschland GmbH* 1991-1992. General Manager for Dow Italy and Vice President of Dow Europe GmbH* 1992-1994. Vice President for Polyethylene and PET/PTA, Dow Europe 1994-1995. Global Vice President for Polyethylene and PET/PTA 1995-2000. Business Group President for Polyolefins and Elastomers 2000-2003. Senior Vice President, Plastics 2003-2005. Executive Vice President of Performance Plastics and Chemicals Portfolio 2005 to date. Executive oversight responsibility for Corporate Marketing and Sales April 2006 to date. Board member of Dow Corning Corporation*, Oman Petrochemical Industries Company LLC* and United States Council for International Business.

ANDREW N. LIVERIS, 52. DOW PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN. DIRECTOR SINCE 2004. Employee of Dow since 1976. General manager of Dow's Thailand operations 1989-1992. Group business director for Emulsion Polymers and New Ventures 1992-1993. General manager of Dow's start-up businesses in Environmental Services 1993-1994. Vice President of Dow's start-up businesses in Environmental Services 1994-1995. President of Dow Chemical Pacific Limited* 1995-1998. Vice President of Specialty Chemicals 1998-2000. Business Group President for Performance Chemicals 2000-03. President and Chief Operating Officer November 2003 to November 2004. President and Chief Executive Officer November 2004 to date and Chairman April 2006 to date. Director of Citigroup, Inc. and Officer of the American Chemistry Council. Member of the American Australian Association, the Business Council, the Business Roundtable, The Detroit Economic Club, the G100, the International Business Council, the National Petroleum Council, The Société de Chimie Industrielle, the U.S.-China Business Council and the World Business Council for Sustainable Development. Member of the Board of Trustees of Tufts University and the Herbert H. and Grace A. Dow Foundation.

GEOFFERY E. MERSZEI, 55. DOW EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER. DIRECTOR SINCE 2005. Employee of Dow 1977-2001 and since 2005. Dow Middle East/Africa Credit Manager 1977-1980. Dow Asia Pacific Credit Manager 1980-1982. Dow Asia Pacific Finance and Credit Manager 1982-1983. Dow Germany and Eastern Europe Treasurer 1983-1986. Dow Foreign Exchange Manager 1986-1988. Director of Finance for Dow Asia Pacific 1988-1991. Director of Finance/Treasurer for Dow Europe 1991-1996. Dow Vice President and Treasurer 1996-2001. Alcan, Inc. Executive Vice President and Chief Financial Officer 2001-2005. Dow Executive Vice President and Chief Financial Officer 2005 to date. Board member of Dow Corning Corporation*, Dow Credit Corporation*, Dow Financial Holdings Inc.*, Dow Financial Services Inc.*, Mycogen Corporation*, and Oman Petrochemical Industries Company LLC*. Chairman of Dorinco Reinsurance Company*, and Liana Limited*. Board member of Chemical Financial Corporation. Member of Financial Executives International and the Conference Board's Council of Financial Executives and member of the Corporate Executive Board Working Council for Chief Financial Officers.

FERNANDO RUIZ, 51. DOW CORPORATE VICE PRESIDENT AND TREASURER. Employee of Dow since 1980. Treasurer, Ecuador Region 1982-1984. Treasurer, Mexico Region 1984-1988. Financial Operations Manager, Corporate Treasury 1988-1991. Assistant Treasurer, USA Area 1991-1992. Senior Finance Manager, Corporate Treasury 1992-1996. Assistant Treasurer, The Dow Chemical Company 1996-2001. Corporate Director of Insurance and Risk Management 2001. Corporate Vice President and Treasurer, The Dow Chemical Company, 2001 to date. President and Chief Executive Officer, Liana Limited* and Dorinco Reinsurance Company* 2001 to date. President of Dow Credit Corporation* 2001 to date. Director of Dow Financial Services Inc.* Member of Financial Executives International, Citibank's Customer Advisory Board and Michigan State University (Eli Broad College of Business) Advisory Board. Member of DeVry, Inc. Board of Directors.

19

GARY R. VEURINK, 56. DOW CORPORATE VICE PRESIDENT, MANUFACTURING AND ENGINEERING. Employee of Dow since 1972. Global Manufacturing Director for Engineering Plastics 1995-1998. Vice President, Global Purchasing, 1998-2000. Site Director for Michigan Operations and Business Operations Director for Performance Chemicals 2000-2004. Business operations leader and Vice President of Manufacturing and Engineering for the Chemicals and Intermediates portfolio in 2004. Corporate Vice President Manufacturing and Engineering November 2004 to date. Board member of Dow Corning Corporation*, Dorinco Reinsurance Company*, Liana Limited* and National Association of Manufacturing. President and Executive Council member of the Lake Huron Area Council of the Boy Scouts of America and Board of Trustees of the Michigan Chapter of Nature Conservancy. Recipient of Outstanding Alumnus Award of the South Dakota School of Mines and Technology and member of the Academic Advisory Board.

WILLIAM H. WEIDEMAN, 52. DOW VICE PRESIDENT AND CONTROLLER. Employee of Dow since 1976. Controller of Texas operations 1994-1996. Global Business Controller for Specialty Chemicals 1996-1998. Global Finance Director for Specialty Chemical 1998-2000. Global Finance Director for Performance Chemicals 2000-2004. Finance Vice President, Chemicals and Intermediates and Dow Ventures 2004-2006. Group Finance Vice President for Basic Chemicals and Plastics Portfolio 2006. Vice President and Controller May 2006 to date. Director of the Dow Chemical Employees' Credit Union and Family and Children's Services of Midland. Director and finance committee member of Mid Michigan Medical Center. Director of Diamond Capital Management, Inc.*, Dorinco Reinsurance Company*, Dow Financial Holdings, Inc.*, and Liana Limited*. Member of Financial Executives International, Central Michigan University Accounting Advisory Committee and Central Michigan University Development Board.

* A number of Company entities are referenced in the biographies and are defined as follows. Some of these entities have had various names over the years. The names and relationships to the Company, unless otherwise indicated, are stated in this footnote as they existed as of January 31, 2007. Dow Corning Corporation; Oman Petrochemical Industries Company LLC; and Univation Technologies, LLC – companies ultimately 50 percent owned by Dow. Diamond Capital Management, Inc.; Dorinco Reinsurance Company; Dow Chemical Pacific Limited; Dow Credit Corporation; Dow Deutschland GmbH; Dow Europe GmbH; Dow Financial Holdings, Inc.; Dow Financial Services Inc.; Liana Limited; and Mycogen Corporation – all ultimately wholly owned subsidiaries of Dow. Ownership by Dow described above may be either direct or indirect.

20

The Dow Chemical Company and Subsidiaries
PART II, Item 5. Market for Registrant's Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities.

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The principal market for the Company's common stock is the New York Stock Exchange.

       Quarterly market and dividend information can be found in Quarterly Statistics at the end of Part II, Item 8. Financial Statements and Supplementary Data, following the Notes to the Consolidated Financial Statements.

       At December 31, 2006, there were 103,123 registered common stockholders. The Company estimates that there were an additional 620,000 stockholders whose shares were held in nominee names at December 31, 2006. At January 31, 2007, there were 101,814 registered common stockholders.

       On February 15, 2007, the Board of Directors announced a quarterly dividend of $0.375 per share, payable April 30, 2007, to stockholders of record on March 30, 2007. Since 1912, the Company has paid a cash dividend every quarter and, in each instance, Dow has maintained or increased the amount of the dividend, adjusted for stock splits. During that 94-year period, Dow has increased the amount of the quarterly dividend 46 times (approximately 12 percent of the time) and maintained the amount of the quarterly dividend approximately 88 percent of the time. The Company declared dividends of $1.50 per share in 2006 and $1.34 per share in 2005 and 2004.

       See Part III, Item 11. Executive Compensation for information relating to the Company's equity compensation plans.

       The following table provides information regarding purchases of the Company's common stock by the Company during the three months ended December 31, 2006:

Issuer Purchases of Equity Securities				Total number of shares	Maximum number of shares
				purchased as part of the	that may yet be purchased
				Company's publicly	under the Company's
	Total number of		Average price	announced share	publicly announced share
Period	shares purchased (1)		paid per share	repurchase program (2)	repurchase programs (2,3)
October 2006	275,080	$	38.78	210,900	7,248,093
November 2006	239,800	$	40.09	239,800	7,008,293
December 2006	806,700	$	40.02	806,700	6,201,593
Fourth quarter 2006	1,321,580	$	39.78	1,257,400	6,201,593

(1) Includes 64,180 shares received from employees and non-employee directors to pay taxes owed to the Company as a result of the exercise of stock options or the delivery of deferred stock. For information regarding the Company's stock option plans, see Note N to the Consolidated Financial Statements.

(2) On July 14, 2005, the Company publicly announced that the Board of Directors had authorized on that day the repurchase of up to 25 million shares of Dow common stock over the period ending on December 31, 2007. Prior to that authorization (and since August 3, 1999 when the Board of Directors terminated its 1997 authorization which allowed the Company to repurchase shares of Dow common stock), the only shares purchased by the Company were those shares received from employees and non-employee directors to pay taxes owed to the Company as a result of the exercise of stock options or the delivery of deferred stock.

(3) On October 26, 2006, the Company announced that the Board of Directors had approved a new share buy-back program, authorizing up to $2 billion to be spent on the repurchase of the Company's common stock. The new program will begin once the current program is complete. The information presented in the table does not reflect this new program.

21

The Dow Chemical Company and Subsidiaries
PART II, Item 6. Selected Financial Data

In millions, except as noted        (Unaudited)				2006			2005			2004		2003			2002
Summary of Operations
	Net sales (1)		$	49,124		$	46,307		$	40,161	$	32,632		$	27,609
	Cost of sales (1)			41,526			38,276			34,244		28,177			23,780
	Research and development expenses			1,164			1,073			1,022		981			1,066
	Selling, general and administrative expenses			1,663			1,545			1,436		1,392			1,598
	Amortization of intangibles			50			55			81		63			65
	Purchased in-process research and development charges			–			–			–		–			–
	Special charges, merger-related expenses, and restructuring			591			114			543		–			280
	Asbestos-related charge (credit)			(177	)		–			–		–			828
	Other income			1,096			1,719			1,622		468			94
	Interest expense – net			431			564			661		736			708
	Income (Loss) before income taxes and minority interests			4,972			6,399			3,796		1,751			(622	)
	Provision (Credit) for income taxes			1,155			1,782			877		(82	)		(280	)
	Minority interests' share in income			93			82			122		94			63
	Preferred stock dividends			–			–			–		–			–
	Income (Loss) before cumulative effect of changes in accounting principles			3,724			4,535			2,797		1,739			(405	)
	Cumulative effect of changes in accounting principles			–			(20	)		–		(9	)		67
	Net income (loss) available for common stockholders		$	3,724		$	4,515		$	2,797	$	1,730		$	(338	)
	Per share of common stock (in dollars): (2)
		Earnings (Loss) before cumulative effect of changes in accounting principles per common share – basic	$	3.87		$	4.71		$	2.98	$	1.89		$	(0.44	)
		Earnings (Loss) per common share – basic		3.87			4.69			2.98		1.88			(0.37	)
		Earnings (Loss) before cumulative effect of changes in accounting principles per common share – diluted		3.82			4.64			2.93		1.88			(0.44	)
		Earnings (Loss) per common share – diluted		3.82			4.62			2.93		1.87			(0.37	)
		Cash dividends declared per share of common stock		1.50			1.34			1.34		1.34			1.34
		Cash dividends paid per share of common stock		1.46			1.34			1.34		1.34			1.34
		Book value per share of common stock		17.81			15.84			12.88		9.89			8.36
	Weighted-average common shares outstanding – basic (2)			962.3			963.2			940.1		918.8			910.5
	Weighted-average common shares outstanding – diluted (2)			974.4			976.8			953.8		926.1			910.5
	Convertible preferred shares outstanding			–			–			–		–			–
Year-end Financial Position
	Total assets		$	45,581		$	45,934		$	45,885	$	41,891		$	39,562
	Working capital			6,608			6,741			5,384		3,578			2,519
	Property – gross			44,381			41,934			41,898		40,812			37,934
	Property – net			13,722			13,537			13,828		14,217			13,797
	Long-term debt and redeemable preferred stock			8,036			9,186			11,629		11,763			11,659
	Total debt			9,546			10,706			12,594		13,109			13,036
	Net stockholders' equity			17,065			15,324			12,270		9,175			7,626
Financial Ratios
	Research and development expenses as percent of net sales (1)			2.4%			2.3%			2.5%		3.0%			3.9%
	Income (Loss) before income taxes and minority interests as percent of net sales (1)			10.1%			13.8%			9.5%		5.4%			(2.3)%
	Return on stockholders' equity (3)			21.8%			29.5%			22.8%		18.9%			(4.4)%
	Debt as a percent of total capitalization			34.1%			39.1%			47.9%		55.4%			59.2%
General
	Capital expenditures		$	1,775		$	1,597		$	1,333	$	1,100		$	1,623
	Depreciation			1,904			1,904			1,904		1,753			1,680
	Salaries and wages paid			3,935			4,309			3,993		3,608			3,202
	Cost of employee benefits			1,125			988			885		783			611
	Number of employees at year-end (thousands)			42.6			42.4			43.2		46.4			50.0
	Number of Dow stockholders of record at year-end (thousands) (4)			103.1			105.6			108.3		113.1			122.5

(1)	Adjusted for reclassification of freight on sales in 2000 and	(4)	Stockholders of record as reported by the transfer agent. The Company
	reclassification of insurance operations in 2002.		estimates that there were an additional 620,000 stockholders
(2)	Adjusted for 3-for-1 stock split in 2000.		whose shares were held in nominee names at December 31, 2006.
(3)	Included Temporary Equity in 1996-1999.

22

The Dow Chemical Company and Subsidiaries
PART II, Item 6. Selected Financial Data

In millions, except as noted        (Unaudited)				2001			2000		1999			1998		1997			1996
Summary of Operations
	Net sales (1)		$	28,075		$	29,798	$	26,131		$	25,396	$	27,814		$	27,267
	Cost of sales (1)			23,892			24,310		20,422			19,566		20,961			19,981
	Research and development expenses			1,072			1,119		1,075			1,026		990			962
	Selling, general and administrative expenses			1,765			1,825		1,776			1,964		2,168			2,426
	Amortization of intangibles			178			139		160			106		80			58
	Purchased in-process research and development charges			69			6		6			349		–			–
	Special charges, merger-related expenses, and restructuring			1,487			–		94			458		–			–
	Asbestos-related charge (credit)			–			–		–			–		–			–
	Other income			423			706		424			1,166		657			523
	Interest expense – net			648			519		432			458		355			246
	Income (Loss) before income taxes and minority interests			(613	)		2,586		2,590			2,635		3,917			4,117
	Provision (Credit) for income taxes			(228	)		839		874			902		1,320			1,423
	Minority interests' share in income			32			72		74			20		113			194
	Preferred stock dividends			–			–		5			6		13			17
	Income (Loss) before cumulative effect of changes in accounting principles			(417	)		1,675		1,637			1,707		2,471			2,483
	Cumulative effect of changes in accounting principles			32			–		(20	)		–		(17	)		–
	Net income (loss) available for common stockholders		$	(385	)	$	1,675	$	1,617		$	1,707	$	2,454		$	2,483
	Per share of common stock (in dollars): (2)
		Earnings (Loss) before cumulative effect of changes in accounting principles per common share – basic	$	(0.46	)	$	1.88	$	1.87		$	1.92	$	2.72		$	2.61
		Earnings (Loss) per common share – basic		(0.43	)		1.88		1.85			1.92		2.71			2.61
		Earnings (Loss) before cumulative effect of changes in accounting principles per common share – diluted		(0.46	)		1.85		1.84			1.89		2.63			2.51
		Earnings (Loss) per common share – diluted		(0.43	)		1.85		1.82			1.89		2.61			2.51
		Cash dividends declared per share of common stock		1.295			1.16		1.16			1.16		1.12			1.00
		Cash dividends paid per share of common stock		1.25			1.16		1.16			1.16		1.08			1.00
		Book value per share of common stock		11.04			13.22		12.40			11.34		11.17			10.95
	Weighted-average common shares outstanding – basic (2)			901.8			893.2		874.9			888.1		898.4			950.1
	Weighted-average common shares outstanding – diluted (2)			901.8			904.5		893.5			904.8		936.2			997.2
	Convertible preferred shares outstanding			–			–		1.3			1.4		1.4			27.3
Year-end Financial Position
	Total assets		$	35,515		$	35,991	$	33,456		$	31,121	$	31,004		$	31,219
	Working capital			2,183			1,150		2,848			1,570		1,925			4,799
	Property – gross			35,890			34,852		33,333			32,844		31,052			30,896
	Property – net			13,579			13,711		13,011			12,628		11,832			11,893
	Long-term debt and redeemable preferred stock			9,266			6,613		6,941			5,890		5,703			5,770
	Total debt			10,883			9,450		8,708			8,099		8,145			7,067
	Net stockholders' equity			9,993			11,840		10,940			9,878		9,974			10,068
Financial Ratios
	Research and development expenses as percent of net sales (1)			3.8%			3.8%		4.1%			4.0%		3.6%			3.5%
	Income (Loss) before income taxes and minority interests as percent of net sales (1)			(2.2)%			8.7%		9.9%			10.4%		14.1%			15.1%
	Return on stockholders' equity (3)			(3.9)%			14.1%		14.7%			17.2%		24.5%			24.5%
	Debt as a percent of total capitalization			48.9%			42.5%		42.2%			43.6%		43.1%			36.5%
General
	Capital expenditures		$	1,587		$	1,808	$	2,176		$	2,328	$	1,953		$	2,065
	Depreciation			1,595			1,554		1,516			1,559		1,529			1,552
	Salaries and wages paid			3,215			3,395		3,536			3,579		3,640			3,645
	Cost of employee benefits			540			486		653			798		839			875
	Number of employees at year-end (thousands)			52.7			53.3		51.0			50.7		55.9			52.0
	Number of Dow stockholders of record at year-end (thousands) (4)			125.1			87.9		87.7			93.0		97.2			104.6

(1)	Adjusted for reclassification of freight on sales in 2000 and	(4)	Stockholders of record as reported by the transfer agent. The Company
	reclassification of insurance operations in 2002.		estimates that there were an additional 620,000 stockholders
(2)	Adjusted for 3-for-1 stock split in 2000.		whose shares were held in nominee names at December 31, 2006.
(3)	Included Temporary Equity in 1996-1999.

23

The Dow Chemical Company and Subsidiaries
PART II, Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation.

			Page
Management's Discussion and Analysis of Financial Condition and Results of Operation
	2006 Overview		25
	Results of Operation		26
	Segment Results		31
		Performance Plastics	31
		Performance Chemicals	33
		Agricultural Sciences	34
		Basic Plastics	35
		Basic Chemicals	37
		Hydrocarbons and Energy	38
		Sales Price and Volume Chart (Percent change from prior year)	39
	Liquidity and Capital Resources		40
		Cash Flow	40
		Working Capital	40
		Debt	41
		Capital Expenditures	41
		Contractual Obligations	42
		Variable Interest Entities	43
		Dividends	43
	Critical Accounting Policies		43
	Environmental Matters		47
	Asbestos-Related Matters of Union Carbide Corporation		50

FORWARD-LOOKING INFORMATION

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements made by or on behalf of The Dow Chemical Company and its subsidiaries ("Dow" or the "Company"). This section covers the current performance and outlook of the Company and each of its operating segments. The forward-looking statements contained in this section and in other parts of this document involve risks and uncertainties that may affect the Company's operations, markets, products, services, prices and other factors as more fully discussed elsewhere and in filings with the U.S. Securities and Exchange Commission ("SEC"). These risks and uncertainties include, but are not limited to, economic, competitive, legal, governmental and technological factors. Accordingly, there is no assurance that the Company's expectations will be realized. The Company assumes no obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws.

ABOUT DOW

Dow is a diversified chemical company that offers a broad range of innovative chemical, plastic and agricultural products that serve numerous consumer markets, including food, transportation, health and medicine, personal and home care, and building and construction. Dow is the largest U.S. producer of chemicals and plastics, in terms of sales, with total sales of $49 billion in 2006. The Company conducts its worldwide operations through global businesses, which are reported in six operating segments: Performance Plastics, Performance Chemicals, Agricultural Sciences, Basic Plastics, Basic Chemicals, and Hydrocarbons and Energy.

       In 2006, the Company sold its more than 3,100 products and its services to customers in more than 175 countries throughout the world. Forty-two percent of the Company's sales were to customers in North America; 36 percent were in Europe; while the remaining 22 percent were to customers in Asia Pacific and Latin America. The Company employs approximately 42,600 people and has a broad, global reach with 150 manufacturing sites in 37 countries.

24

2006 OVERVIEW

The Company reported strong financial performance in 2006, including record sales and the second highest earnings per share in the Company's history. Dow's results demonstrated the value of its balanced business and geographic portfolio with a solid 5 percent volume growth in the combined Performance businesses (Performance Plastics, Performance Chemicals and Agricultural Sciences) more than offsetting a volume decline of 3 percent in the combined Basics businesses (Basic Plastics, Basic Chemicals and Hydrocarbons and Energy); and a healthy increase in demand in Europe, Asia Pacific and Latin America compensating for some weakness in North America. Despite the fourth consecutive year of double-digit percentage increases in feedstock and energy costs, the Company's focus on price and volume management, control of discretionary spending and capital expenditures, and active portfolio management delivered solid results.

       With continued global economic growth, industry conditions remained sound with supply and demand roughly balanced. Sales increased 6 percent from 2005 to $49.1 billion, establishing a new sales record for the Company. Continued volatility in feedstock and energy costs presented a challenge, impacting both costs and the pattern of customer demand by aggravating customer inventory building and de-stocking cycles during the year. Despite this volatility, product prices improved sufficiently to cover the increase in purchased feedstock and energy costs, but not enough to offset additional increases in the cost of other raw materials. The Company continued to exercise spending discipline, partially offsetting increased spending in targeted growth areas, such as the Performance businesses and emerging geographies, with decreases in other businesses or regions. The benefits of Dow's strategic decision to invest for growth through joint ventures were again apparent in this year's results, with Dow's share of the earnings from nonconsolidated affiliates exceeding $900 million for the third consecutive year.

       The Company balanced its investment in new facilities with decisions to shut down a number of less efficient assets around the world in its drive to improve the competitiveness of its global operations. Capital expenditures were held below $1.8 billion, $129 million below the level of depreciation, without sacrificing the efficiency, safety and environmental performance of Dow's manufacturing facilities. In addition, the Company's key environmental and safety measures continued to improve in 2006.

       With solid earnings and cash flow, the Company further strengthened its financial position in 2006, reducing total debt by $1.2 billion and lowering its debt-to-capital ratio to 34 percent, down from 39 percent at the end of 2005 and 59 percent at the end of 2002. In February 2006, Dow's Board of Directors increased the dividend by 12 percent, to an annual rate of $1.50 per share. The Company accelerated its share repurchase program, investing over $700 million to repurchase shares during the year, and announced a further $2 billion share buy-back program that will commence when the current program is complete.

       During 2006, the Company continued to implement its strategy, which is designed to reduce earnings cyclicality and improve earnings growth by increasing investment in the Performance businesses, maintaining integration with the Basics businesses, and growing the Basics businesses through cost-advantaged joint ventures. Some of the actions taken during 2006 include:

•

Dow sold its superabsorbent polymers business to Degussa AG. The transaction included a long-term agreement to supply Degussa with a substantial volume of glacial acrylic acid.

•

Dow acquired Zhejiang Omex Environmental Engineering Co. LTD, one of China's premier water treatment and design companies. Combining Dow's existing technologies and capabilities in water treatment with this acquisition, the Company launched Dow Water Solutions, a market-facing business focused on harnessing Dow's expertise and technical know-how to support customers in the water industry.

•

FilmTec Corporation, a wholly owned subsidiary of the Company, successfully started up its new facility in Minnesota, increasing capacity for the production of FILMTEC™ reverse osmosis membranes.

•

Dow established a joint venture with one of Russia's leading polyurethane systems producers, Izolan, to provide customer-tailored, polyurethane systems products to a growing customer base in Russia.

•

Dow purchased the Plaquemine Cogeneration Facility in Louisiana from a subsidiary of American Electric Power Company, enabling Dow to generate power and steam via more energy efficient assets, while decreasing its use of older, less efficient equipment.

•

Dow successfully started up a new specialty polyethylene plant in Tarragona, Spain, to help meet growing demand for specialty polyethylene products in Europe.

•

The Company announced that it would shut down a number of assets around the world in order to improve the competitiveness of its global operations. The most significant of these shutdowns were:

•

Chlor-alkali and direct chlorination ethylene dichloride plants in Fort Saskatchewan, Alberta, Canada;

•

All production facilities in Sarnia, Ontario, Canada; and

•

A toluene diisocyanate production facility in Porto Marghera, Italy.

25

•

Dow announced plans to jointly develop a naphtha cracker in Thailand with long-time joint venture partner, Siam Cement, to supply a number of key downstream Performance businesses.

•

Construction started on the Dow Center in Shanghai, a complex that will house a state of the art research and development facility, a global information technology center and various support services.

•

As part of its commitment to global competitiveness, Dow sold its interest in the vinyl acetate monomer manufacturing facility at Cabo, Brazil in the fourth quarter of 2006.

•

Construction began on a new facility for the production of STYROFOAM™ brand insulation at LaPorte, Texas. The new capacity will allow Dow to transition all U.S. assets to next generation formulations.

•

Dow and the Bayer Group announced that Dow will acquire Bayer's Wolff Walsrode business group, subject to regulatory approval.

       The Company's outlook for 2007 is positive, both for the chemical industry and for Dow, despite the uncertainty and volatility in feedstock and energy costs. Dow expects that worldwide demand for chemical and plastic products will continue to grow, led by Asia Pacific, Latin America and other emerging geographies. The Company will continue to focus on the implementation of its strategy, and expects that, in terms of its financial performance, 2007 will be a very good year.

       Dow's results of operations and financial condition for the year ended December 31, 2006 are described in further detail in the following discussion and analysis.

RESULTS OF OPERATION

Dow reported record sales of $49.1 billion in 2006, up 6 percent from $46.3 billion in 2005 and up 22 percent from $40.2 billion in 2004. Compared with last year, prices rose 5 percent, with increases in all operating segments except Agricultural Sciences, which was down 2 percent, and in all geographic areas. In 2006, the most significant price increases were reported in Basic Plastics and Hydrocarbons and Energy, driven by continuing increases in feedstock and energy costs. In 2006, volume improved 1 percent from last year, as growth in the Performance businesses and Basic Plastics was partially offset by declines in Basic Chemicals and Hydrocarbons and Energy. From a geographic standpoint, 2006 volume in the United States was unchanged from 2005 due in part to weakness in the housing and automotive industries, while Europe and the rest of the world reported improved volume. Growth was particularly strong in Asia Pacific, up 10 percent from 2005, and Latin America, up 5 percent.

       In 2005, sales rose 15 percent from 2004, as prices rose 17 percent, with substantial increases in all operating segments and all geographic areas, and volume declined 2 percent. Prices were influenced by improved industry fundamentals, but they continued to be driven primarily by escalating feedstock and energy costs. In 2005, volume declined from the strong levels of 2004 as customers reduced inventories built during the latter part of 2004. Also contributing to the decline in volume were divestitures completed by the Company in 2004 and the disruption caused by two major hurricanes in the third quarter of 2005, which reduced demand in the United States during the second half of the year.

       Sales in the United States accounted for 37 percent of total sales in 2006, compared with 38 percent in 2005 and 37 percent in 2004.

       See the Sales Price and Volume table at the end of the section entitled "Segment Results" for details regarding the change in sales by operating segment and geographic area. In addition, sales and other information by operating segment and geographic area are provided in Note S to the Consolidated Financial Statements.

26

       Gross margin for 2006 was $7.6 billion, compared with $8.0 billion in 2005 and $5.9 billion in 2004. Despite higher selling prices of nearly $2.2 billion, gross margin declined in 2006 compared with 2005, principally due to an increase of $2.0 billion in feedstock and energy costs and increases of more than $400 million in the cost of other raw materials. Gross margin for 2005 improved $2.1 billion from 2004, as an increase in selling prices of $6.9 billion more than offset an increase of $4.0 billion in feedstock and energy costs, increases in the cost of other raw materials, and the impacts of lower volume and reduced operating rates.

       Dow's global plant operating rate (for its chemicals and plastics businesses) was 85 percent of capacity in 2006, up from 84 percent of capacity in 2005 and down from 88 percent of capacity in 2004. Operating rates improved in 2006 for many of the Company's Basics businesses. Overall, Dow's operating rate for 2006 reflected the impact of planned maintenance turnarounds at several of Dow's manufacturing facilities. In 2005, Dow's operating rate declined as the Company actively managed inventory levels and completed planned maintenance turnarounds in the first half of the year, including turnarounds in ethylene oxide/ethylene glycol, polyethylene, acrylates and the Hydrocarbons and Energy business. In the second half of 2005, the Company's operating rate declined due to hurricane-related shutdowns on the U.S. Gulf Coast during the third quarter and the lingering effects of the hurricanes on logistics and supply through the fourth quarter of 2005. Depreciation expense was $1,904 million in 2006, 2005 and 2004.

       Personnel count was 42,578 at December 31, 2006; 42,413 at December 31, 2005; and 43,203 at December 31, 2004. During 2006, headcount was impacted by the addition of approximately 550 employees associated with the acquisition of Zhejiang Omex Environmental Engineering Co. LTD by FilmTec Corporation, a wholly owned subsidiary of the Company, and a reduction of approximately 260 employees due to the sale of the plastics division of Sentrachem Limited. In 2005, headcount declined from 2004, despite the addition of approximately 115 employees associated with the acquisition of businesses from DuPont Dow Elastomers L.L.C. ("DDE"), as the Company remained focused on improving organizational efficiency and financial performance.

       Operating expenses (research and development, and selling, general and administrative expenses) totaled $2,827 million in 2006, up 8 percent from $2,618 million in 2005. Operating expenses were $2,458 million in 2004. Research and development ("R&D") expenses were $1,164 million in 2006, compared with $1,073 million in 2005 and $1,022 million in 2004. Selling, general and administrative expenses were $1,663 million in 2006, compared with $1,545 million in 2005 and $1,436 million in 2004. Approximately 60 percent of the increase in operating expenses in 2006 was related to spending for growth initiatives in the Performance businesses, consistent with the Company's strategy. The balance of the increase was principally due to the allocation of a portion of stock-based compensation expense to operating expenses in accordance with Statement of Financial Accounting Standards ("SFAS") No. 123R. Prior to the adoption of SFAS No. 123R on January 1, 2006, all stock-based compensation expense was reflected in "Cost of sales." (See Notes A and N to the Consolidated Financial Statements for additional information on this accounting standard.) In 2005, while the Company realized savings from its ongoing restructuring activities, those savings were offset by increases in salaries and fringe benefits, as well as the addition of operating expenses related to newly acquired businesses, new product development and growth in emerging geographies. In addition, 2005 operating expenses increased from 2004 due to an increase of approximately $58 million in the allowance for doubtful receivables, reflecting the higher level of sales, unstable economic conditions in Brazil and increased risk in receivables related to higher energy costs. Operating expenses were 5.8 percent of sales in 2006, 5.7 percent of sales in 2005 and 6.1 percent of sales in 2004.

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       The following table illustrates the relative size of the primary components of total production costs and operating expenses of Dow. More information about each of these components can be found in other sections of Management's Discussion and Analysis of Financial Condition and Results of Operation, Notes to the Consolidated Financial Statements, and Part II, Item 6. Selected Financial Data.

Production Costs and Operating Expenses
Cost components as a percent of total	2006		2005		2004
Hydrocarbon feedstocks and energy	49	%	47	%	42	%
Salaries, wages and employee benefits	11		13		13
Maintenance	3		3		3
Depreciation	4		5		5
Restructuring charges	1		–		2
Supplies, services and other raw materials	32		32		35
Total	100	%	100	%	100	%

       Amortization of intangibles was $50 million in 2006, $55 million in 2005 and $81 million in 2004. Amortization of intangibles in 2004 included a write-off of goodwill associated with Hampshire Chemical Corp.'s manufacturing facility in Nashua, New Hampshire, that produced HAMPOSYL™ surfactants. In the first quarter of 2004, the Company made the decision to discontinue production of HAMPOSYL™ surfactants, and as a result, wrote off goodwill of $13 million associated with this line of business in the Performance Chemicals segment. The manufacturing facility for this line of business was shut down in the third quarter of 2004; demolition of the facility was substantially completed in the fourth quarter of 2005. During the fourth quarter of 2006, the Company performed impairment tests for goodwill in conjunction with its annual planning and budgeting process. As a result of this review, it was determined that no goodwill impairments existed. See Note G to the Consolidated Financial Statements for additional information regarding goodwill and other intangible assets.

       On August 29, 2006, the Company's Board of Directors approved a plan to shut down a number of assets around the world as the Company continued its drive to improve the competitiveness of its global operations. As a consequence of these shutdowns, which are scheduled to be completed by the end of 2008, and other optimization activities, the Company recorded pretax restructuring charges totaling $579 million in the third quarter of 2006. The charges included asset write-downs and write-offs of $327 million, costs associated with exit or disposal activities of $171 million and severance costs of $81 million. In the fourth quarter of 2006, the Company recorded a net $12 million adjustment to the restructuring charges, which included an $8 million reduction of the severance costs, due to the redeployment of approximately 130 employees in Europe and Brazil; a loss of $19 million on the sale of a facility that was sold rather than shut down; and costs of $1 million related to the dissolution of a joint venture in China. The 2006 charges, totaling $591 million, are shown as "Restructuring charges" in the consolidated statements of income and are reflected in the Company's segment results as follows: Performance Plastics $242 million, Performance Chemicals $12 million, Basic Plastics $16 million, Basic Chemicals $184 million, and Unallocated and Other $137 million. When the restructuring plans have been fully implemented, the Company expects to realize ongoing annual savings of approximately $160 million. See Note B to the Consolidated Financial Statements for details on the restructuring charges.

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       In the fourth quarter of 2005, the Company recorded pretax charges totaling $114 million related to restructuring activities, as the Company continued to focus on financial discipline and made additional decisions regarding noncompetitive and underperforming assets, as well as decisions regarding the consolidation of manufacturing capabilities. The charges included costs of $67 million related to the closure of approximately 20 small plants around the world, losses of $12 million on asset sales, the write-off of an intangible asset of $10 million and employee-related expenses of $25 million (which was paid to 197 employees in the fourth quarter of 2005). The total of these charges is shown as "Restructuring charges" in the consolidated statements of income. The charges were recorded against the Company's operating segments as follows: $28 million against Performance Plastics, $14 million against Performance Chemicals, $9 million against Agricultural Sciences, $12 million against Basic Plastics and $3 million against Basic Chemicals. Charges to Unallocated and Other amounted to $48 million.

       In the second quarter of 2004, the Company recorded pretax restructuring charges totaling $543 million, including asset impairments of $99 million related to the future sale or shutdown of facilities (with $89 million charged against Performance Chemicals and $10 million charged against Unallocated and Other); the recognition of a liability of $148 million associated with a loan guarantee for Cargill Dow LLC ("Cargill Dow"), reflected in Unallocated and Other; and employee-related restructuring charges of $296 million, reflected in Unallocated and Other. The employee-related restructuring charges included severance of $225 million for a workforce reduction of 2,455 people and curtailment costs of $71 million associated with Dow's defined benefit plans. The total of these charges is shown as "Restructuring charges" in the consolidated statements of income. For additional information, see Note B to the Consolidated Financial Statements.

       In the second quarter of 2004, the Company recorded gains totaling $563 million related to the divestiture of assets in conjunction with the formation of two joint ventures, MEGlobal and Equipolymers. The gain related to MEGlobal was $439 million and was reflected in the Basic Chemicals segment. The gain for Equipolymers was $124 million and was reflected in the Basic Plastics segment. The gains in total are shown as "Gain on asset divestitures related to formation of nonconsolidated affiliates" in the consolidated statements of income. For additional information, see Note C to the Consolidated Financial Statements.

       In the fourth quarter of 2006, following the completion of a new study to review Union Carbide's asbestos claim and resolution activity, Union Carbide decreased its asbestos-related liability for pending and future claims (excluding future defense and processing costs) by $177 million. The reduction is shown as "Asbestos-related credit" in the consolidated statements of income and reflected in the results of Unallocated and Other. See Note J to the Consolidated Financial Statements for additional information regarding asbestos-related matters of Union Carbide.

       Dow's share of the earnings of nonconsolidated affiliates in 2006 was $959 million, compared with $964 million in 2005 and $923 million in 2004. Equity earnings in 2006 declined slightly from 2005 despite improved results from Dow Corning Corporation ("Dow Corning"), which was due in part to a favorable tax settlement reached in the second quarter of 2006; MEGlobal; Compañía Mega S.A.; and Univation Technologies, LLC. These improvements were offset by lower results from Equipolymers and Siam Polyethylene Company Limited ("Siam Polyethylene"), and the absence of equity earnings in 2006 from UOP LLC ("UOP") and DDE, both of which the Company exited in 2005. In 2005, equity earnings were up from 2004, as improved results from Dow Corning, UOP and Siam Polyethylene, and the absence of equity losses from Cargill Dow more than offset a decline in equity earnings from EQUATE Petrochemical Co. K.S.C. ("EQUATE"), The OPTIMAL Group ("OPTIMAL") and MEGlobal. On January 31, 2005, the Company exited Cargill Dow by transferring its 50 percent interest to the joint venture partner, Cargill, Incorporated (see Note B to the Consolidated Financial Statements).

       Sundry income – net includes a variety of income and expense items such as the gain or loss on foreign currency exchange, dividends from investments, and gains and losses on sales of investments and assets. Sundry income for 2006 was $137 million, down from $755 million in 2005 and flat with $136 million in 2004. In 2006, sundry income was reduced by the recognition of a loss contingency of $85 million (reflected in the Performance Plastics segment) related to a fine imposed by the European Commission ("EC") associated with synthetic rubber industry matters. The Company has appealed the EC's decision (see Note J to the Consolidated Financial Statements). Sundry income for 2005 included a gain of $637 million on the sale of Union Carbide's indirect 50 percent interest in UOP (reflected in the Performance Plastics segment) and a $70 million gain ($41 million reflected in the Basic Chemicals segment; $29 million reflected in the Basic Plastics segment) on the sale of a portion of Union Carbide's interest in EQUATE in the first quarter of 2005. In November 2004, Union Carbide sold a 2.5 percent interest in EQUATE to National Bank of Kuwait for $104 million. In March 2005, these shares were sold to private Kuwaiti investors thereby completing the restricted transfer, which resulted in the first quarter gain and reduced Union Carbide's ownership interest from 45 percent to 42.5 percent. Sundry income for 2005 also included a cash donation in the fourth quarter of $100 million to The Dow Chemical Company Foundation for aid to education and community development (reflected in Unallocated and Other) and a loss of $31 million associated with the early extinguishment of $845 million of debt. In 2004, sundry income included a gain of $90 million on the sale of the DERAKANE epoxy vinyl ester resin business (reflected in the Performance Plastics segment) and a loss of approximately $30 million on the sale of assets in the first quarter (reflected in Unallocated and Other).

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       Net interest expense (interest expense less capitalized interest and interest income) was $431 million in 2006, down significantly from $564 million in 2005 and $661 million in 2004. Interest income was $185 million in 2006, compared with $138 million in 2005 and $86 million in 2004, reflecting higher interest rates. Interest expense (net of capitalized interest) and amortization of debt discount totaled $616 million in 2006, $702 million in 2005 and $747 million in 2004. Interest expense continued to decline in 2006, reflecting a significant reduction in total debt.

       The provision for income taxes was $1,155 million in 2006, compared with $1,782 million in 2005 and $877 million in 2004. The Company's effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax credits available. For example, as the percentage of foreign sourced income increases, Dow's effective tax rate declines. Dow's tax rate is also influenced by equity earnings, since most of the earnings from the Company's equity companies are taxed at the joint venture level. In 2006, the effective tax rate was 23.2 percent, compared with 27.8 percent in 2005 and 23.1 percent in 2004. Based on tax strategies developed in Brazil during 2006, as well as projections of future earnings, it was determined that it was more likely than not that tax loss carryforwards would be utilized, resulting in a reversal of existing valuation allowances of $63 million. This impact, combined with strong financial results in jurisdictions with lower tax rates than the United States, enacted reductions in the tax rates in Canada and The Netherlands, and improved earnings from a number of the Company's joint ventures, resulted in an effective tax rate for 2006 that was lower than the U.S. statutory rate. In the second quarter of 2005, the Company finalized its plan for the repatriation of foreign earnings subject to the requirements of the American Jobs Creation Act of 2004 ("AJCA"), resulting in a credit to the provision for income taxes of $113 million (see Notes A and R to the Consolidated Financial Statements). On January 23, 2006, the Company received an unfavorable tax ruling from the United States Court of Appeals for the Sixth Circuit reversing a prior decision by the United States District Court relative to corporate owned life insurance, resulting in a charge to the provision for income taxes of $137 million in the fourth quarter of 2005. In the fourth quarter of 2004, the Company's provision for income taxes was reduced by tax benefits of $146 million related to the revised estimate of the future utilization of operating loss carryforwards in Argentina, Italy and Brazil ($101 million) and the impact of a legislated decrease in the tax rate in The Netherlands on deferred tax liabilities ($45 million). Excluding these items, the effective tax rate was 24.5 percent in 2006, 27.5 percent in 2005 and 26.9 percent in 2004. The underlying factors affecting Dow's overall effective tax rates are summarized in Note R to the Consolidated Financial Statements.

       Minority interests' share in income was $93 million in 2006, $82 million in 2005 and $122 million in 2004. During the first quarter of 2005, the Company purchased the remaining 28 percent of PBBPolisur S.A. for $98 million, resulting in the decline in minority interests' share in income in 2005.

       Cumulative effect of change in accounting principle reflected an after-tax charge of $20 million in 2005 related to the adoption of FASB Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations," on December 31, 2005. See Note A to the Consolidated Financial Statements for additional information regarding this change in accounting principle.

       Net income available for common stockholders was $3,724 million in 2006 (earnings of $3.82 per share) compared with $4,515 million in 2005 (earnings of $4.62 per share) and $2,797 million in 2004 (earnings of $2.93 per share).

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       The following table summarizes the impact of certain items recorded in 2006, 2005 and 2004:

			Pretax Impact (1)									Impact on Net Income (2)									Impact on EPS (3)
In millions, except per share amounts			2006			2005			2004			2006			2005			2004			2006			2005			2004
Restructuring charges		$	(591	)	$	(114	)	$	(543	)	$	(445	)	$	(77	)	$	(362	)	$	(0.46	)	$	(0.08	)	$	(0.39	)
Gain on asset divestitures related to formation of nonconsolidated affiliates			–			–			563			–			–			379			–			–			0.40
Asbestos-related credit			177			–			–			112			–			–			0.12			–			–
Sundry income – net
	Loss contingency related to EC fine		(85	)		–			–			(84	)		–			–			(0.09	)		–			–
	Gain on sale of EQUATE shares		–			70			–			–			46			–			–			0.05			–
	Gain on sale of interest in UOP		–			637			–			–			402			–			–			0.41			–
	Loss on early extinguishment of debt		–			(31	)		–			–			(20	)		–			–			(0.02	)		–
	Cash donation for aid to education and community development		–			(100	)		–			–			(65	)		–			–			(0.07	)		–
	Gain on sale of DERAKANE business		–			–			90			–			–			57			–			–			0.06
Provision for income taxes
	AJCA repatriation of foreign earnings		–			–			–			–			113			–			–			0.12			–
	Unfavorable tax ruling		–			–			–			–			(137	)		–			–			(0.14	)		–
	Reversal of tax valuation allowances and impact of change in tax rate on deferred tax liabilities		–			–			–			–			–			146			–			–			0.15
Cumulative effect of change in accounting principle			–			–			–			–			(20	)		–			–			(0.02	)		–
Total		$	(499	)	$	462		$	110		$	(417	)	$	242		$	220		$	(0.43	)	$	0.25		$	0.22
(1) Impact on "Income before Income Taxes and Minority Interests"
(2) Impact on "Net Income Available for Common Stockholders"
(3) Impact on "Earnings per common share – diluted"

SEGMENT RESULTS

The Company uses EBIT (which Dow defines as earnings before interest, income taxes and minority interests) as its measure of profit/loss for segment reporting purposes. EBIT includes all operating items relating to the businesses and excludes items that principally apply to the Company as a whole. Additional information regarding the Company's operating segments and a reconciliation of EBIT to "Net Income Available for Common Stockholders" can be found in Note S to the Consolidated Financial Statements.

PERFORMANCE PLASTICS

Performance Plastics sales increased 12 percent to $13,944 million in 2006, compared with $12,405 million in 2005 and $10,449 million in 2004. Compared with 2005, volume improved 7 percent and prices were up 5 percent. Volume in 2006 benefited from the full year impact of the addition of the ENGAGE™, NORDEL™ and TYRIN™ elastomers acquired by the Company when it divested its interest in DDE on June 30, 2005 (see Note F to the Consolidated Financial Statements) and from significant lump sum licensing revenue earned in the first quarter of 2006. In 2005, prices increased 18 percent over 2004 while volume improved 1 percent. Volume in 2005 was favorably impacted by the products acquired mid-year from DDE.

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       EBIT for 2006 was $1,629 million, compared with $2,507 million in 2005 and $1,075 million in 2004. Results for 2006 were negatively impacted by restructuring charges totaling $242 million related to the shutdown of a number of manufacturing facilities and the recognition of a loss contingency of $85 million related to a fine imposed by the European Commission associated with synthetic rubber industry matters (see Notes B and J to the Consolidated Financial Statements). The restructuring charges included the write-down of manufacturing assets; the write-off of obsolete capital spending, technology assets and inventories; contract terminations fees; and asbestos abatement costs. The most significant charges were an asset write-off of $115 million related to the permanent closure of the Company's toluene diisocyanate ("TDI") plant in Porto Marghera, Italy, at the end of August, and contract termination fees of $64 million. EBIT for 2005 included a gain of $637 million related to the sale of Union Carbide's indirect 50 percent interest in UOP to a wholly owned subsidiary of Honeywell International, Inc. in the fourth quarter of 2005 and charges totaling $28 million associated with the closure of six small manufacturing sites as part of the restructuring activities completed in the fourth quarter of 2005 (see Notes B and F to the Consolidated Financial Statements). Excluding the impact of these items, EBIT in 2006 improved from 2005 as higher selling prices and improved volumes more than offset the impact of higher feedstock and other raw material costs and lower equity earnings. The decline in equity earnings was primarily due to the absence of earnings from UOP. EBIT for 2004 included a $90 million gain on the sale of the DERAKANE epoxy vinyl ester resin business to Ashland Specialty Chemicals. Excluding the impact of these items, EBIT in 2005 improved over 2004 as higher prices and improved equity earnings more than offset the impact of rising raw material costs and lower operating rates.

       Dow Automotive sales were essentially flat in 2006 compared with 2005, as a 3 percent decline in volume was offset by a 3 percent rise in prices. The decrease in volume was largely due to a significant decline in North American vehicle production during the second half of 2006. The benefit of the Company's geographic and customer diversification partially offset the slowdown in North America as significant growth was realized in Latin America and Asia Pacific. EBIT for the business declined in 2006 due to the impact of lower volumes and higher raw material costs, as well as increased spending on new product development.

       Dow Building Solutions sales in 2006 established a new record for the business, up 4 percent from the previous record set in 2005 due to higher selling prices. Compared with last year, volume growth in the eastern and southern regions of Europe helped offset a slowdown in North American residential construction. In addition, sales of STYROFOAM™ insulation in North America were negatively impacted by product substitution, as pricing for oriented strand board ("OSB") reached a five-year low. Despite higher prices, EBIT in 2006 was down from 2005 due to higher raw material costs, increased spending on process and product technology improvements, and costs associated with market development activities in emerging geographies.

       Dow Epoxy sales in 2006 increased 16 percent compared with last year, reflecting a 6 percent increase in price and a 10 percent increase in volume. The improvements in price and volume were broad-based with increases across most geographic areas and product lines. EBIT in 2006 improved significantly versus 2005 as higher selling prices and increased volume more than offset the impact of higher feedstock and raw material costs. Results for 2006 included a restructuring charge of $9 million related to the Company's third quarter of 2006 decision to exit the peroxymeric chemicals business.

       Polyurethanes and Polyurethane Systems sales for 2006 increased 5 percent from 2005 with pricing up 6 percent and volume down 1 percent. Compared with last year, the improvement in price was led by TDI as industry supply became more balanced with demand. In 2006, the business continued to shift sales of polyurethane component products to higher value systems applications within Polyurethane Systems. EBIT in 2006 was significantly reduced by restructuring charges related to the permanent closure of the Company's TDI plant in Porto Marghera, Italy. Despite higher prices, EBIT declined in 2006 due to higher raw material costs, higher operating expenses and increased maintenance spending, in addition to the restructuring charges.

       Specialty Plastics and Elastomers sales for 2006 were up 22 percent from 2005 due to a 17 percent increase in volume and a 5 percent improvement in price. Volume improved significantly in 2006 reflecting a full year of sales of the products acquired from DDE in June 2005 and strength in Asia Pacific and Europe, which more than offset softening demand for polycarbonate in North America. Despite higher sales, EBIT for 2006 declined from 2005 due to higher raw material costs, higher operating expenses, lower equity earnings (reflecting the absence of earnings from DDE), the recognition of a loss contingency of $85 million related to the EC fine, and a restructuring charge of $11 million related to the shutdown of the polyethylene wax plant in Sarnia, Ontario, Canada.

       Technology Licensing and Catalyst sales, which vary from period to period due to the nature of the business, were up significantly in 2006 due to lump sum licensing revenue earned in the first quarter of 2006 and an increase in the level of licensing agreements signed in targeted regions of Asia Pacific. EBIT for 2005 included a gain of $637 million on the sale of UOP. Excluding this gain, EBIT improved in 2006 due to increased licensing revenue, despite a decline in equity earnings, reflecting the absence of earnings from UOP.

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Performance Plastics Outlook for 2007

Performance Plastics sales are expected to increase as the Company continues to focus on growth opportunities in developing geographic areas. Additional industry capacity for some products may result in downward pressure on pricing. Raw material costs are expected to ease somewhat, in line with changes in underlying feedstock and energy costs.

       Dow Automotive expects solid volume growth in Asia Pacific and Latin America, with more moderate growth projected for Europe in 2007. North American vehicle production is forecast to decline versus 2006 which is expected to result in a slight decline in Dow Automotive sales volume for North America. Prices are expected to remain flat for the overall product mix, with the exception of North America where competitive pressure from declining vehicle production volumes could result in some price erosion. New plants under construction in Midland, Michigan, and Schkopau, Germany, are expected to begin production in late 2007 or early 2008. These facilities will replace older, less efficient plants, which are expected to close when the new facilities become operational.

       Dow Building Solutions expects continued volume growth, led by Europe and Asia Pacific with the accelerated implementation of energy efficient building codes. The business also expects to benefit from its newly completed facility in Russia for the production of STYROFOAM™ insulation. Sales in North America are expected to be flat with 2006 as the slowdown in residential construction is anticipated to bottom out in the first half of 2007. Pricing is expected to decline slightly on a global basis, following projected declines in raw material costs. Pricing of polyisocyanurate rigid foam and extruded polystyrene sheathing in North America is expected to remain under pressure as OSB is forecast to remain at record low prices.

       Dow Epoxy volume is expected to be flat with 2006 as anticipated growth in coatings, electrical laminates, and civil engineering applications will offset the lost volume associated with exiting the peroxymeric chemicals business. Pricing is expected to stabilize in 2007 as industry capacity expands in Asia Pacific during the second half of the year. Overall, product margins are expected to be flat with 2006.

       Polyurethanes and Polyurethane Systems expects volume to grow in 2007, led by flexible and rigid foams, as well as coatings, adhesives, sealants and elastomer applications. Product availability is expected to remain tight with the exception of methylene diphenyl diisocyante, which could be impacted by additional industry capacity coming on-line in Asia Pacific. Prices are expected to be flat with 2006.

       The Specialty Plastics and Elastomers business expects modest volume growth led by Wire and Cable and other performance plastics applications. Prices are expected to stabilize in 2007 as new capacity is added by several competitors. Margins for polycarbonate are expected to remain under pressure in 2007.

       Technology Licensing and Catalyst revenue is expected to decline as licensing activity slows in Asia Pacific and the significant lump sum revenue earned in the first quarter of 2006 is not expected to recur. Catalyst sales, however, are expected to remain strong with volumes slightly above 2006 levels.

PERFORMANCE CHEMICALS

Performance Chemicals sales increased 5 percent to $7,867 million in 2006, compared with $7,521 million in 2005 and $6,483 million in 2004. Compared with 2005, volume increased 4 percent, while prices rose 1 percent. The volume increase in 2006 was broad-based across most businesses in Europe, Latin America, and Asia Pacific. In 2005, prices rose 18 percent from 2004 due to tight industry supply/demand balances for several businesses and the Company's emphasis on restoring margins in the face of higher raw material costs, while volume declined 2 percent. The decline in volume was due in part to lower demand for certain products in paint and coatings applications, the impact of the U.S. Gulf Coast hurricanes, and weak demand within the paper industry for much of the year.

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       EBIT for 2006 was $1,242 million compared with $1,435 million in 2005 and $720 million in 2004. EBIT in 2006 declined as significantly higher raw material and energy costs and lower operating rates more than offset higher selling prices, improved volume and increased equity earnings, principally from Dow Corning. In addition, EBIT in 2006 was reduced by restructuring charges totaling $12 million. EBIT in 2005 improved as higher selling prices more than offset increased raw material and energy costs, the impact of lower volume, and restructuring charges of $14 million related to the closure of five small manufacturing facilities. In 2004, EBIT was negatively impacted by charges of $111 million for asset impairments. See Notes B and G to the Consolidated Financial Statements for additional information regarding restructuring charges and asset impairments.

       Designed Polymers sales increased 8 percent versus 2005 due to improved volume. Prices were unchanged from 2005. Sales were especially strong for biocides, specialty chemical products of ANGUS Chemical Company, liquid membranes and ion exchange resins. From a geographic standpoint, volume was strong in Asia Pacific and Europe, with modest increases in North America and Latin America. Compared with 2005, EBIT improved due to volume growth, improved operating rates and reduced operating expenses. In July 2006, FilmTec Corporation, a wholly owned subsidiary of the Company, completed the purchase of Zhejiang Omex Environmental Engineering Co. LTD, expanding Dow's capabilities in the area of water purification. This acquisition, combined with the Company's existing Liquid Separations business, provides the foundation for Dow Water Solutions, a business unit focused on the science of desalination, water purification, trace contaminant removal, and water recycling.

       Dow Latex and Acrylic Monomers sales declined 2 percent versus 2005 due to lower prices. The decline in prices was primarily related to increased industry supply of acrylic monomers. Volume in 2006 was unchanged from 2005. EBIT in 2006 declined significantly due to a substantial increase in feedstock and energy costs, as well as the absence of earnings from the superabsorbent polymers business, which the Company sold in July 2006.

       Specialty Chemicals sales were up 10 percent versus 2005, with a 5 percent increase in price and a 5 percent increase in volume. Compared with last year, price increases were principally driven by higher raw material costs. The improvement in volume was broad-based with increased sales across most product lines and all geographic areas. Volume in Asia Pacific was especially strong, supported by strong operating performance at OPTIMAL, which manufactures products that are sold in the region through Dow. EBIT in 2006 held steady with 2005 as the improvements in price and volume, as well as higher equity earnings, offset higher raw material and energy costs.

Performance Chemicals Outlook for 2007

Performance Chemicals expects continued growth, as global economic conditions remain solid. Prices are expected to show modest improvement reflecting good industry fundamentals. EBIT is also expected to improve due to slightly higher volumes, improved pricing and higher operating rates. However, uncertainty remains due to the volatility of feedstock and energy costs.

       Designed Polymers sales are expected to increase. Price improvements are expected in Specialty Polymers and Water Soluble Polymers. Solid volume growth is expected in Dow Water Solutions, Water Soluble Polymers, the specialty chemical products of ANGUS Chemical Company, and biocides.

       Volume for Dow Latex and Acrylic Monomers is expected to grow slightly. The business plans to optimize pricing through customer and product consolidation. The slowdown in residential construction in North America and the replacement of some styrene-butadiene latex with starch in coated paper applications present challenges for 2007.

       Specialty Chemicals prices are expected to decline slightly due in large part to increased pressure in the large scale ethylene oxide derivative products (including amines and glycol ethers) as industry operating rates for ethylene oxide are expected to decline in 2007. Industry demand is expected to be consistent with trends in the general economy.

AGRICULTURAL SCIENCES

Sales for Agricultural Sciences were $3,399 million in 2006, compared with $3,364 million in 2005 and $3,368 million in 2004. Volume increased 3 percent, compared with 2005, while prices declined 2 percent. Volume was up across several product lines in 2006. Volume for new products – penoxsulam rice herbicide and aminopyralid herbicide for range and pasture – showed strong growth over 2005. Sales of spinosad and methoxyfenocide insecticides rebounded from the competitive pressures of 2005. Adoption of herbicide-tolerant soybeans in Brazil and herbicide-tolerant corn in the United States led to additional volume growth of glyphosate and phenoxy herbicides, while negatively impacting sales of traditional selective herbicides. Growth in cotton, sunflower and canola seed sales more than offset lower sales of corn seed in the United States. In addition, demand for heart-healthy oils resulted in several large restaurant chains choosing to use trans-fat free canola oil, an oil derived from NEXERA™ canola seed. The decline in price was primarily driven by highly competitive industry conditions in Brazil and the unfavorable impact of currency in Europe at the peak of the agricultural season and in Asia Pacific throughout the year. In 2005, volume declined 3 percent from 2004, while prices improved 3 percent, including

34

the favorable impact of currency which accounted for approximately one third of the increase in prices. Volume decreased as lower insect pressure and increased use of insect-resistant traits in cotton resulted in lower demand for insecticides, and challenging market conditions suppressed sales of corn and soybean herbicides.

       EBIT in 2006 was $415 million versus $543 million in 2005 and $586 million in 2004. The decline in EBIT in 2006 was primarily the result of lower margins due to lower prices, product mix and an increase in raw material costs. In 2005, EBIT declined from 2004 due to lower operating rates, increased raw materials cost, increased investment in R&D for new technologies, and higher selling expenses to support the launch of new products. In addition, EBIT in 2005 was negatively impacted by charges totaling $9 million for restructuring activities in the fourth quarter of 2005 related to the closure of five small manufacturing facilities.

Agricultural Sciences Outlook for 2007

Agricultural Sciences sales and EBIT for 2007 are expected to remain at the levels achieved in 2006. Volume is expected to increase slightly as sales for corn seed in the United States rebound with an increased supply of seed with multiple-stacked traits. Adoption of herbicide-tolerant soybeans and corn is anticipated to progress further resulting in a continued shift from traditional herbicides to nonselective herbicide sales. Price pressure from generic competition is expected to continue. While sales are expected to decline in more mature product lines due to generic competition, the decline is expected to be offset by the development and sale of mixtures and formulations into niche market segments. Newer products – such as penoxsulam, aminopyralid, WIDESTRIKE™ insect protection for cotton, and HERCULEX™ insect protection for corn – are expected to continue to ramp up in sales. Demand for the Company's heart-healthy canola and sunflower oils continues to build momentum, which should result in increased acres planted with NEXERA™ canola and sunflower seed. No significant change is expected in raw material costs.

BASIC PLASTICS

Sales for the Basic Plastics segment were $11,833 million in 2006, up 8 percent from $11,007 million in 2005. Sales were $9,284 million in 2004. Compared with 2005, prices increased 7 percent in 2006, while volume increased 1 percent. The increase in selling prices reflected significantly higher feedstock and energy costs in 2006. While volume was up significantly in Asia Pacific and Latin America, volume declined in North America as customers reduced inventories. Volume was down slightly in Europe. Sales in 2005 were higher than 2004 as prices increased 19 percent and volume was unchanged. The increase in prices reflected significantly higher feedstock and energy costs in 2005. While customer demand remained solid, volume was negatively impacted by customer inventory de-stocking in the first half of 2005 and by the effects of two hurricanes that resulted in a temporary shutdown of Dow's U.S. Gulf Coast manufacturing facilities during the third quarter of 2005.

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       EBIT for 2006 was $2,022 million, down from $2,398 million in 2005 and up from $1,714 million in 2004. EBIT declined in 2006, as price increases were not sufficient to offset significant increases in feedstock and other raw material costs. Equity earnings from EQUATE and Siam Polyethylene were also lower due to planned maintenance turnarounds. In addition, EBIT was reduced by restructuring charges totaling $16 million related to the shutdown of the polystyrene and polyethylene production facilities in Sarnia in late 2006. EBIT in 2005 was higher than 2004 as higher selling prices and improved equity earnings, principally from EQUATE, more than offset increased feedstock and energy costs. EBIT in 2005 was favorably impacted by a gain of $29 million associated with the sale of EQUATE shares. EBIT in 2005 was negatively impacted by restructuring charges totaling $12 million. These charges were related to the closure of a small manufacturing facility. EBIT in 2004 was favorably impacted by a gain of $124 million on the sale of a 50 percent interest in Dow's PET/PTA business in conjunction with the formation of Equipolymers. See Notes B and C to the Consolidated Financial Statements for additional information on restructuring charges and the formation of Equipolymers.

       Polyethylene sales increased 9 percent in 2006 as prices increased 7 percent and volume increased 2 percent. Prices rose in response to significantly higher feedstock and energy costs. Volume was higher in 2006 across all geographic areas except North America, with strong volume growth in Asia Pacific and Latin America. Volume in North America was soft in early 2006 as customers reduced the inventories built subsequent to the 2005 hurricanes when logistics were disrupted on the U.S. Gulf Coast. While volume improved somewhat in the second quarter, a significant decline in oil and natural gas prices at the end of the third quarter and into the fourth quarter resulted in a decline in volume as customers anticipated lower product prices. Volume growth in Europe was modest due to the impact of planned maintenance turnarounds at the Company's plants in The Netherlands and Germany. EBIT declined in 2006, as higher selling prices were more than offset by higher feedstock costs and start-up costs associated with a new linear low density polyethylene and specialty polymers production facility in Tarragona, Spain. In addition, EBIT in 2006 was reduced by a restructuring charge related to the shutdown of the polyethylene plant in Sarnia, and lower equity earnings from EQUATE and Siam Polyethylene. EBIT in 2005 included a gain of $29 million associated with the sale of EQUATE shares.

       Polypropylene sales increased 6 percent in 2006 as prices improved 9 percent and volume declined 3 percent. Polypropylene prices increased in 2006 in response to significantly higher propylene costs. Volume declined in all geographic areas except North America, where demand remained solid and customers restocked inventories from the low levels following the 2005 hurricanes. Volume declined as softened demand in Asia Pacific and a planned maintenance turnaround at the Company's facility in Germany, combined with propylene shortages during the second half of the year to limit product availability. EBIT declined from 2005, as higher prices were more than offset by increased raw material costs.

       Polystyrene sales increased 3 percent in 2006 as prices improved 4 percent and volume declined 1 percent. Prices improved in all geographic areas, except Latin America, with increases driven by significantly higher feedstock and energy costs. Volume declined in North America and Europe as high prices reduced customer demand. Anticipation of lower prices (due to a decline in oil and natural gas prices late in the third quarter of 2006) also slowed demand. Volume in Europe was also impacted by the shutdown of the Company's polystyrene plant located in Barry, United Kingdom, late in 2005, which reduced product availability in the region. In Asia Pacific, volume improved as customers began to restock inventories and overall demand increased. EBIT declined significantly from 2005 as poor global industry supply/demand balances prevented price increases from keeping pace with the increase in feedstock and energy costs. EBIT for 2006 was further reduced by a restructuring charge related to the shutdown of the polystyrene plant in Sarnia.

Basic Plastics Outlook for 2007

Feedstock and energy costs are expected to remain high, but somewhat less volatile during 2007, providing support for maintaining prices and margins. Demand for polyethylene and polypropylene is expected to show continued growth; however, another challenging year is anticipated for polystyrene, with high prices impacting demand.

       While feedstock costs are expected to remain high in 2007, polyethylene margins are expected to remain near 2006 levels. Increased demand is expected to offset new industry capacity that came on-line in Brazil and Mexico during 2006. Global industry operating rates are expected to be comparable to 2006. Equity earnings from EQUATE are expected to be lower in 2007, the result of slightly higher raw material costs and the expiration of favorable tax benefits.

       Polypropylene demand is expected to be comparable to 2006. Margins should improve in North America and Europe in 2007 as propylene costs stabilize. Sales of INSPIRE™ resins are expected to increase in North America. Operating rates are expected to improve in 2007, with fewer planned maintenance turnarounds. Within the industry, global operating rates are expected to be similar to 2006.

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       Demand growth within the polystyrene industry is expected to remain low and the cost of raw materials is expected to remain volatile during 2007, resulting in continued pressure on margins. The industry is expected to be highly competitive, with polystyrene capacity and styrene monomer supply sufficient to meet demand. Volume will be lower in 2007 due to the shutdown of the polystyrene plant in Sarnia at the end of 2006. While the business expects to benefit from the shutdown of the plants in Sarnia and Barry, demolition and environmental remediation costs for these facilities will be incurred during 2007.

BASIC CHEMICALS

Sales for Basic Chemicals were $5,560 million in 2006, compared with $5,643 million in 2005 and $5,439 million in 2004. Prices increased 1 percent versus 2005 primarily due to higher vinyl chloride monomer ("VCM") prices. Volume was down 2 percent in 2006, a result of plant closures in the Chlor-Vinyls business and the expiration of a customer contract for vinyl acetate monomer at the end of 2005. The Company ceased production of VCM at its facilities in Fort Saskatchewan, Alberta, Canada, in March 2006. The closure of the Company's chlor-alkali and ethylene dichloride plants in Fort Saskatchewan and a number of other small manufacturing facilities was part of the restructuring activities announced in August 2006 which resulted in a charge of $184 million against the Basic Chemicals segment (see Note B to the Consolidated Financial Statements). In 2005, prices rose 17 percent over 2004, driven by higher feedstock and energy prices, while volume declined 13 percent. The decline in volume in 2005 was due to disruptions on the U.S. Gulf Coast caused by hurricanes Katrina and Rita, and the formation of MEGlobal (a 50:50 joint venture) in the second quarter of 2004, as certain sales of ethylene glycol ("EG") began to be sourced through that joint venture (see Note C to the Consolidated Financial Statements). Excluding the decline in volume related to the formation of MEGlobal, Basic Chemicals volume for 2005 was down 5 percent compared with 2004.

       Caustic soda sales were up due to slightly higher prices and flat volume. Prices increased early in 2006, a residual effect of the 2005 hurricanes. Later in the year, price increases were supported by tighter supply/demand balances, the result of unplanned outages within the industry in Europe. VCM sales were down in 2006 with a 1 percent decline in volume; prices were unchanged.

       Sales of ethylene oxide and ethylene glycol declined 4 percent, as prices declined 3 percent and volume was down 1 percent. Prices softened as a result of lower demand principally in the Asian polyester industry, due to high prices for PTA, which is a key raw material for polyester fibers. Industry supply and demand continued to be balanced in 2006.

       Solvents and Intermediates sales were up 10 percent due to a 7 percent increase in prices and a 3 percent increase in volume. Price improvement was driven by significant increases in feedstock and energy costs. Volume was up in Asia Pacific, supported by improved operations at OPTIMAL, which manufactures products that are sold in the region through Dow.

       EBIT for Basic Chemicals was $689 million in 2006, compared with $1,129 million in 2005 and $1,600 million in 2004. Results for 2006 were reduced by restructuring charges totaling $184 million related to the closure of the chlor-alkali plant in Fort Saskatchewan, as well as a number of other small manufacturing facilities. In 2005, EBIT included a gain of $41 million related to the sale of EQUATE shares, as well as a restructuring charge of $3 million related to the closure of a small manufacturing facility. Excluding the impact of these items, EBIT in 2006 was down from 2005 as significantly higher feedstock and energy costs and lower volume exceeded the benefits of improved plant operations and the increase in selling prices. EBIT in 2004 was favorably impacted by a gain of $439 million on the sale of a 50 percent interest in Dow's Canadian EG manufacturing assets in conjunction with the formation of MEGlobal.

Basic Chemicals Outlook for 2007

Caustic soda sales are expected to increase primarily due to higher downstream chlorine derivative demand, which will result in increased caustic soda available for sale, as well as increased extraction from well storage. Prices are expected to continue declining as industry conditions weaken. Industry operating rates are expected to decline as industry capacity increases faster than demand.

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       VCM sales are expected to decline in 2007 due to lower demand for polyvinyl chloride ("PVC"), the major end-use of VCM. Prices are expected to decrease due to lower feedstock and energy costs and lower demand, principally in the United States.

       EG pricing is expected to decline in the second half of 2007 due to lower industry operating rates. Additional EG industry capacity is scheduled to start up in mid-2007, although the timing of some of these projects is uncertain.

       Solvents and Intermediates pricing is expected to be relatively steady with propylene costs projected to stabilize. Sales volumes are expected to grow slightly and, despite continued high feedstock and energy costs, margins should remain good, as no new industry capacity is scheduled to come on-line in 2007 and supply/demand is expected to remain balanced.

HYDROCARBONS AND ENERGY

Hydrocarbons and Energy sales were $6,205 million in 2006, compared with $6,061 million in 2005 and $4,876 million in 2004. In 2006, prices rose 11 percent while volume declined 9 percent from 2005. Compared with 2005, prices improved following a rise in crude oil and feedstock costs, as volume declined due to outages, both scheduled and unscheduled, at a number of the Company's facilities. In 2005, prices were up 22 percent and volume was up 2 percent from 2004. Prices improved as a result of higher crude oil, natural gas and feedstock costs and a continued tightening of the supply/demand balance for certain hydrocarbon products. Volume in 2005 increased due to higher sales of refined products related to improved operations at the supplying refinery as well as increased sales of ethylene to MEGlobal.

       The Hydrocarbons and Energy business transfers materials to Dow's derivative businesses at cost. As a result, EBIT for the segment was at or near breakeven in 2006, 2005 and 2004.

       The Company uses derivatives of crude oil and natural gas as feedstocks in its ethylene production facilities, while natural gas is used as a fuel. The Company's cost of purchased feedstocks and energy rose approximately $2.0 billion (or 10 percent) in 2006 due to increased prices. Crude oil prices increased throughout much of 2006 and, on average, 2006 prices were $10 per barrel higher than 2005 levels. Conversely, North American natural gas prices trended downward from the record-high levels of late 2005, and were approximately $1.00 per million Btu lower than 2005, a decrease of approximately 14 percent.

Hydrocarbons and Energy Outlook for 2007

Compared with 2006, crude oil and natural gas prices are expected to remain volatile, but decrease moderately overall during 2007. Ethylene margins are expected to remain strong, benefiting Dow's derivative businesses, as global demand continues to be solid and supply remains balanced, due in part to continued delays in the construction and start up of many of the new ethylene production facilities within the industry.

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UNALLOCATED AND OTHER

Sales for Unallocated and Other, which primarily relate to the Company's insurance operations, were $316 million in 2006, $306 million in 2005 and $262 million in 2004.

       Included in the results for Unallocated and Other are:

•

results of insurance operations,

•

gains and losses on sales of financial assets,

•

stock-based compensation expense,

•

changes in the allowance for doubtful receivables,

•

expenses related to New Ventures,

•

asbestos-related defense and resolution costs,

•

foreign exchange hedging results, and

•

overhead and other cost recovery variances not allocated to the operating segments.

       EBIT was a loss of $594 million in 2006, compared with losses of $1,048 million in 2005 and $1,238 million in 2004. EBIT for 2006 was negatively impacted by restructuring charges of $137 million (including employee-related severance expenses of $73 million, pension curtailment costs and termination benefits of $33 million, asset write-offs of $18 million related to the shutdown of several small facilities around the world, and asbestos abatement of $10 million and environmental remediation of $3 million related to the shutdown of all production facilities at the Company's site in Sarnia, Ontario, Canada); performance-based stock compensation expenses of $86 million; other severance costs of $52 million; asbestos-related defense and resolution costs (net of insurance) of $45 million; and expenses of $59 million related to the Company's corporate branding program. EBIT for 2006 was favorably impacted by a $177 million reduction in Union Carbide's asbestos-related liability for pending and future claims (excluding future defense and processing costs).

       EBIT for 2005 was negatively impacted by charges totaling $48 million for restructuring activities in the fourth quarter of 2005 (including employee-related expenses of $25 million, the write-off of an intangible asset of $10 million and costs of $13 million related to the closure of three small plants), severance costs of $68 million, a cash donation of $100 million to The Dow Chemical Company Foundation, performance-based stock compensation expenses of $276 million, asbestos-related defense and resolution costs (net of insurance) of $75 million, and a loss of $31 million associated with the early extinguishment of debt.

       EBIT for 2004 was negatively impacted by employee-related restructuring charges (including severance of $225 million and curtailment expenses of $71 million associated with Dow's defined benefits plans), performance-based compensation expenses of $317 million, the recognition of a $148 million liability associated with a loan guarantee for Cargill Dow, and asbestos-related defense and resolution costs (net of insurance) of $82 million.

       See Note B to the Consolidated Financial Statements for information regarding the restructuring charges.

Sales Price and Volume
		2006						2005						2004
Percent change from prior year		Volume		Price		Total		Volume		Price		Total		Volume		Price		Total
Operating Segments:
	Performance Plastics	7	%	5	%	12	%	1	%	18	%	19	%	10	%	10	%	20	%
	Performance Chemicals	4		1		5		(2	)	18		16		11		10		21
	Agricultural Sciences	3		(2	)	1		(3	)	3		–		9		3		12
	Basic Plastics	1		7		8		–		19		19		6		26		32
	Basic Chemicals	(2	)	1		(1	)	(13	)	17		4		3		22		25
	Hydrocarbons and Energy	(9	)	11		2		2		22		24		(2	)	30		28
Total		1	%	5	%	6	%	(2	)%	17	%	15	%	6	%	17	%	23	%
Geographic Areas:
	United States	–		4	%	4	%	(3	)%	19	%	16	%	5	%	12	%	17	%
	Europe	1	%	6		7		1		15		16		4		22		26
	Rest of World	5		3		8		(5	)	17		12		12		16		28
Total		1	%	5	%	6	%	(2	)%	17	%	15	%	6	%	17	%	23	%
Price includes the impact of currency. Volume includes the impact of acquisitions and divestitures.

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LIQUIDITY AND CAPITAL RESOURCES

The Company's cash flows from operating, investing and financing activities, as reflected in the Consolidated Statements of Cash Flows, are summarized in the following table:

Cash Flow Summary
In millions			2006			2005			2004
Cash provided by (used in):
	Operating activities	$	4,154		$	4,474		$	2,670
	Investing activities		(1,907	)		(1,096	)		(653	)
	Financing activities		(3,302	)		(2,508	)		(1,397	)
	Effect of exchange rate changes on cash		6			(172	)		96
Net increase (decrease) in cash and cash equivalents		$	(1,049	)	$	698		$	716

       Cash provided by operating activities decreased in 2006 versus 2005 primarily due to lower earnings, partially offset by a reduction in cash contributed to the Company's pension plans. Cash provided by operating activities in 2005 was substantially higher than 2004 due to a significant improvement in earnings in 2005 and lower working capital requirements, partially offset by contributions of $1 billion to the Company's pension plans.

       Cash used in investing activities in 2006 increased significantly compared with 2005, as cash usage in 2005 was reduced by the proceeds of $867 million from the sale of Union Carbide's 50 percent indirect interest in UOP. Cash used in investing activities in 2005 was higher than 2004 due to increased capital expenditures of $264 million, investments in consolidated companies (including $98 million for the remaining 28 percent ownership interest in PBBPolisur S.A.), and investments in nonconsolidated affiliates (including $170 million paid to Cargill Dow; see Note B to the Consolidated Financial Statements). In 2004, cash of $845 million was provided by the divestiture of assets related to the formation of MEGlobal and Equipolymers.

       Cash used in financing activities in 2006 increased compared with 2005 principally due to purchases of treasury stock (related to a share repurchase program authorized in July 2005) and an increase in dividends paid to stockholders. In February 2006, the quarterly dividend was increased 12 percent. Cash used in financing activities in 2005 was significantly higher than 2004 primarily due to higher payments on long-term debt, including the early extinguishment of $933 million of debt in 2005, as well as lower proceeds from sales of common stock (related to the exercise of stock options and the Employees' Stock Purchase Plan).

Working Capital at December 31
In millions		2006		2005
Current assets	$	17,209	$	17,404
Current liabilities		10,601		10,663
Working capital	$	6,608	$	6,741
Current ratio		1.62:1		1.63:1

       At December 31, 2006, trade receivables were $5.0 billion, down slightly from $5.1 billion at December 31, 2005. Days-sales-outstanding-in-receivables (excluding the impact of sales of receivables) were 39 days at December 31, 2006, unchanged from December 31, 2005. At December 31, 2006, total inventories were $6.1 billion, up from $5.3 billion at December 31, 2005, principally due to the increase in feedstock and energy costs and higher plant operating rates. Days-sales-in-inventory at December 31, 2006 was 63 days versus 59 days at December 31, 2005.

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Total Debt at December 31
In millions		2006			2005
Notes payable	$	219		$	241
Long-term debt due within one year		1,291			1,279
Long-term debt		8,036			9,186
Total debt	$	9,546		$	10,706
Debt as a percent of total capitalization		34.1	%		39.1	%

       As part of its ongoing financing activities, Dow has the ability to issue promissory notes under its U.S. and Euromarket commercial paper programs. At December 31, 2006, there were no commercial paper borrowings outstanding. In the event Dow has short-term liquidity needs and is unable to access these short-term markets for any reason, Dow has the ability to access liquidity through its committed and available credit facilities with various U.S. and foreign banks totaling $3.0 billion in support of its working capital requirements and commercial paper borrowings. At the beginning of 2006, these facilities included a $1.25 billion 364-day revolving credit facility, which was set to mature in April 2006, and a $1.75 billion 5-year revolving credit facility, with an April 2009 maturity date. In April 2006, these credit facilities were replaced with a $3 billion 5-year revolving credit facility which matures in April 2011.

       At December 31, 2006, the Company had $3.5 billion of SEC-registered securities available for issuance under U.S. shelf registrations, Euro 1.5 billion (approximately $1.9 billion) available for issuance under the Company's Euro Medium Term Note Program, as well as Japanese yen 50 billion (approximately $425 million) of securities available for issuance under a shelf registration filed with the Tokyo Stock Exchange on August 8, 2006.

       Dow's public debt instruments and documents for its private funding transactions contain, among other provisions, certain covenants and default provisions. At December 31, 2006, the Company was in compliance with all of these covenants and default provisions. For information on Dow's covenants and default provisions, see Note K to the Consolidated Financial Statements.

       On July 14, 2005, the Board of Directors authorized the repurchase of up to 25 million shares of Dow common stock over the period ending on December 31, 2007. During 2006, the Company purchased 18,084,207 shares of the Company's common stock under this program. Since the program was authorized, the Company has purchased a total of 18,798,407 shares. On October 26, 2006, the Company announced that its Board of Directors had approved a new share buy-back program, authorizing up to $2 billion to be spent on the repurchase of the Company's common stock. The new program will begin once the current program is complete. See PART II, Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Capital Expenditures

Capital spending for the year was $1,775 million, up 11 percent from $1,597 million in 2005. Capital spending was $1,333 million in 2004. In 2006, approximately 33 percent of the Company's capital expenditures were directed toward additional capacity for new and existing products, compared with 39 percent in 2005. Approximately 24 percent was committed to projects related to environmental protection, safety, loss prevention and industrial hygiene in 2006 compared with 21 percent in 2005. The remaining capital was utilized to maintain the Company's existing asset base, including projects related to productivity improvements, energy conservation and facilities support.

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       Major projects underway during 2006 included expansion of a production facility for specialty plastics and solution polyethylene and construction of a new facility for the production of octene in Tarragona, Spain; new Dow Automotive production facilities in Midland, Michigan, and Schkopau, Germany, for glass bonding and primer products; and a new multi-product facility for the production of isopropanolamines in Plaquemine, Louisiana. Additional major projects included infrastructure related to the integration of a new gas turbine and replacement of furnaces in Freeport, Texas, and upgrades to isopropanol production facilities in Texas City, Texas. Because the Company designs and builds most of its capital projects in-house, it had no material capital commitments other than for the purchase of materials from fabricators and construction labor.

Contractual Obligations

The following tables summarize the Company's contractual obligations, commercial commitments and expected cash requirements for interest at December 31, 2006. Additional information related to these obligations can be found in Notes J, K, L, M and R to the Consolidated Financial Statements.

Contractual Obligations at December 31, 2006		Payments Due by Year
													2012 and
In millions			2007		2008		2009		2010		2011		beyond		Total
Long-term debt – current and noncurrent (1)		$	1,291	$	596	$	778	$	1,002	$	1,469	$	4,191	$	9,327
Deferred income tax liabilities – noncurrent (2)			–		–		–		–		–		999		999
Pension and other postretirement benefits			332		276		219		224		210		1,846		3,107
Other noncurrent obligations (3)			271		293		169		90		67		3,531		4,421
Other contractual obligations:
	Minimum operating lease commitments		251		208		179		137		85		565		1,425
	Purchase commitments – take or pay and throughput obligations		2,107		1,802		1,579		1,339		889		5,281		12,997
	Purchase commitments – other (4)		216		120		68		3		3		49		459
Expected cash requirements for interest			566		498		466		414		354		4,264		6,562
Total		$	5,034	$	3,793	$	3,458	$	3,209	$	3,077	$	20,726	$	39,297
(1) Capital lease obligations of $40 million are included in "2012 and beyond."
(2) Deferred tax liabilities may vary according to changes in tax laws, tax rates and the operating results of the Company. As a result, it is impractical to determine whether there will be a cash impact to an individual year. All noncurrent deferred income tax liabilities have been reflected in "2012 and beyond."
(3) Annual payments to resolve asbestos litigation will vary based on changes in defense strategies, changes in state and national law, and claims filing and resolution rates. As a result, it is impractical to determine the anticipated payments in any given year, therefore, the noncurrent asbestos-related liability of $1,079 million has been reflected in "2012 and beyond."
(4) Includes outstanding purchase orders and other commitments greater than $1 million, obtained through a survey of the Company.

       The Company also had outstanding guarantees at December 31, 2006. Additional information related to these guarantees can be found in the "Guarantees" table provided in Note J to the Consolidated Financial Statements.

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Variable Interest Entities

The Company leases an ethylene facility in The Netherlands from an owner trust that is a variable interest entity ("VIE"). Dow is not the primary beneficiary of the owner trust and, therefore, is not required to consolidate the owner trust. Based on a valuation completed in mid-2003 when Dow entered into the lease, the facility was valued at $394 million. Upon expiration of the lease, which matures in 2014, Dow may purchase the facility for an amount based upon a fair market value determination. At December 31, 2006, Dow had provided to the owner trust a residual value guarantee of $363 million, which represents Dow's maximum exposure to loss under the lease. Given the productive nature of the facility, it is probable that the facility will have continuing value to Dow or the owner trust in excess of the residual value guarantee.

       In September 2001, Hobbes Capital S.A. ("Hobbes"), a consolidated foreign subsidiary of the Company, issued $500 million of preferred securities in the form of equity certificates. The certificates provide a floating rate of return (which may be reinvested) based on the London Interbank Offered Rate (LIBOR), and may be redeemed in 2008 and at seven-year intervals thereafter. The equity certificates have been classified as "Preferred Securities of Subsidiaries" in the consolidated balance sheets. The preferred return is included in "Minority interests' share in income" in the consolidated statements of income. Reinvested preferred returns are included in "Minority Interest in Subsidiaries" in the consolidated balance sheets. Under FASB Interpretation No. 46R, Hobbes is a VIE and the Company is the primary beneficiary.

Dividends

On February 15, 2007 the Board of Directors announced a quarterly dividend of $0.375 per share, payable April 30, 2007, to stockholders of record on March 30, 2007. Since 1912, the Company has paid a cash dividend every quarter and, in each instance, Dow has maintained or increased the amount of the dividend, adjusted for stock splits. During that 94-year period, Dow has increased the amount of the quarterly dividend 46 times (approximately 12 percent of the time) and maintained the amount of the quarterly dividend approximately 88 percent of the time. The Company declared dividends of $1.50 per share in 2006 and $1.34 per share in 2005 and 2004.

Outlook for 2007

In 2006, the Company continued to strengthen its financial position. Despite the fourth consecutive year of double-digit increases in feedstock and energy costs coupled with somewhat softer industry conditions, the diversity of Dow's business and geographic portfolio, as well as strong financial performance by its joint ventures, resulted in the second highest net income in the Company's history. Working capital was reduced by $133 million, despite higher sales levels, as the Company maintained working capital ratios at low levels. Capital expenditures were held below $1.8 billion, $129 million below depreciation. These actions enabled the Company to reduce total debt by $1.2 billion in 2006. Since 2002, the Company has reduced total debt by over $3.5 billion and its ratio of debt to total capitalization from 59.2 percent to 34.1 percent. The Company expects to further reduce debt as a percent of total capitalization in 2007.

       In 2007, the Company will continue to implement its strategy to improve long-term earnings growth and earnings consistency. While macroeconomic conditions are expected to remain healthy, volatility in feedstock and energy costs adds uncertainty to the outlook. The Company will retain its financial discipline while increasing its investment in targeted growth opportunities, principally in its Performance businesses and in emerging geographies. Capital expenditures are expected to increase in 2007, but should remain at or below the level of depreciation. These expenditures should be sufficient to maintain the safety and reliability of the Company's facilities while modestly increasing capacity in selected high-value businesses.

       Approximately $1.3 billion in debt will become due in 2007. While the Company has sufficient cash to meet its scheduled debt obligations in 2007, the Company will either use a portion of its cash and cash equivalents to repay this debt as scheduled or issue new debt.

OTHER MATTERS

Recent Accounting Pronouncements

See Note A to the Consolidated Financial Statements for a summary of significant accounting policies and recent accounting pronouncements.

Critical Accounting Policies

The preparation of financial statements and related disclosures in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make judgments, assumptions and estimates that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Note A to the Consolidated Financial Statements describes the significant accounting policies and methods used in the preparation of the Consolidated Financial Statements. Following are the Company's critical accounting policies impacted by judgments, assumptions and estimates:

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Litigation

The Company is subject to legal proceedings and claims arising out of the normal course of business. The Company routinely assesses the likelihood of any adverse judgments or outcomes to these matters, as well as ranges of probable losses. A determination of the amount of the reserves required, if any, for these contingencies is made after thoughtful analysis of each known issue and an actuarial analysis of historical claims experience for incurred but not reported matters. Dow has an active risk management program consisting of numerous insurance policies secured from many carriers. These policies provide coverage that is utilized to minimize the impact, if any, of the legal proceedings. The required reserves may change in the future due to new developments in each matter. For further discussion, see Note J to the Consolidated Financial Statements.

Asbestos-Related Matters of Union Carbide Corporation

Union Carbide Corporation ("Union Carbide"), a wholly owned subsidiary of the Company, and a former Union Carbide subsidiary, Amchem Products, Inc. ("Amchem"), are and have been involved in a large number of asbestos-related suits filed primarily in state courts during the past three decades. Based on a study completed by Analysis, Research & Planning Corporation ("ARPC") in January 2003, Union Carbide increased its December 31, 2002 asbestos-related liability for pending and future claims for the 15-year period ending in 2017 to $2.2 billion, excluding future defense and processing costs. Union Carbide also increased the receivable for insurance recoveries related to its asbestos liability to $1.35 billion at December 31, 2002. Since then, Union Carbide has compared current asbestos claim and resolution activity to the results of the most recent ARPC study at each balance sheet date to determine whether the accrual continues to be appropriate.

       In November 2004, Union Carbide requested ARPC to review Union Carbide's historical asbestos claim and resolution activity and determine the appropriateness of updating its January 2003 study. In January 2005, ARPC provided Union Carbide with a report summarizing the results of its study. Based on the low end of the range in the January 2005 study, Union Carbide's recorded asbestos-related liability for pending and future claims at December 31, 2004 would be sufficient to resolve asbestos-related claims against Union Carbide and Amchem into 2019.

       In November 2005, Union Carbide requested ARPC to review Union Carbide's 2005 asbestos claim and resolution activity and determine the appropriateness of updating its January 2005 study. In response to that request, ARPC reviewed and analyzed data through October 31, 2005. In January 2006, ARPC stated that an update of its study would not provide a more likely estimate of future events than the estimate reflected in its study of the previous year and, therefore, the estimate in that study remained applicable. Based on Union Carbide's own review of the asbestos claim and resolution activity and ARPC's response, Union Carbide determined that no change to the accrual was required. At December 31, 2005, the recorded asbestos-related liability for pending and future claims was $1.5 billion.

       In November 2006, Union Carbide requested ARPC to review Union Carbide's historical asbestos claim and resolution activity and determine the appropriateness of updating its January 2005 study. In response to that request, ARPC reviewed and analyzed data through October 31, 2006 and concluded that the experience from 2004 through 2006 was sufficient for the purpose of forecasting future filings and values of asbestos claims filed against Union Carbide and Amchem, and could be used in place of previous assumptions to update its January 2005 study. The resulting study, completed by ARPC in December 2006, stated that the undiscounted cost of resolving pending and future asbestos-related claims against Union Carbide and Amchem, excluding future defense and processing costs, through 2021 was estimated to be between approximately $1.2 billion and $1.5 billion. As in its January 2005 study, ARPC provided estimates for a longer period of time in its December 2006 study, but also reaffirmed its prior advice that forecasts for shorter periods of time are more accurate than those for longer periods of time.

       Based on ARPC's December 2006 study and Union Carbide's own review of the asbestos claim and resolution activity, Union Carbide decreased its asbestos-related liability for pending and future claims to $1.2 billion at December 31, 2006 which will now cover the 15-year period ending in 2021 (excluding future defense and processing costs). The reduction was $177 million and is shown as "Asbestos-related credit" in the consolidated statements of income.

       Union Carbide's receivable for insurance recoveries related to its asbestos liability was $495 million at December 31, 2006 and $535 million at December 31, 2005. In addition, Union Carbide had receivables for insurance recoveries of $300 million at December 31, 2006 and $400 million at December 31, 2005, for defense and resolution costs.

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       The amounts recorded by Union Carbide for the asbestos-related liability and related insurance receivable were based upon current, known facts. However, future events, such as the number of new claims to be filed and/or received each year, the average cost of disposing of each such claim, coverage issues among insurers, and the continuing solvency of various insurance companies, as well as the numerous uncertainties surrounding asbestos litigation in the United States, could cause the actual costs and insurance recoveries for Union Carbide to be higher or lower than those projected or those recorded.

       For additional information, see Legal Proceedings, Asbestos-Related Matters of Union Carbide Corporation in Management's Discussion and Analysis of Financial Condition and Results of Operation, and Note J to the Consolidated Financial Statements.

Environmental Matters

The Company determines the costs of environmental remediation of its facilities and formerly owned facilities based on evaluations of current law and existing technologies. Inherent uncertainties exist in such evaluations primarily due to unknown conditions, changing governmental regulations and legal standards regarding liability, and evolving technologies. The recorded liabilities are adjusted periodically as remediation efforts progress, or as additional technical or legal information becomes available. In the case of landfills and other active waste management facilities, Dow recognizes the costs over the useful life of the facility. At December 31, 2006, the Company had accrued obligations of $347 million for environmental remediation and restoration costs, including $31 million for the remediation of Superfund sites. This is management's best estimate of the costs for remediation and restoration with respect to environmental matters for which the Company has accrued liabilities, although the ultimate cost with respect to these particular matters could range up to twice that amount. The Company had accrued obligations of $339 million at December 31, 2005, for environmental remediation and restoration costs, including $41 million for the remediation of Superfund sites. For further discussion, see Environmental Matters in Management's Discussion and Analysis of Financial Condition and Results of Operation and Notes A and J to the Consolidated Financial Statements.

Pension and Other Postretirement Benefits

The amounts recognized in the consolidated financial statements related to pension and other postretirement benefits are determined from actuarial valuations. Inherent in these valuations are assumptions including expected return on plan assets, discount rates at which the liabilities could be settled at December 31, 2006, rate of increase in future compensation levels, mortality rates and health care cost trend rates. These assumptions are updated annually and are disclosed in Note L to the Consolidated Financial Statements. In accordance with U.S. GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, affect expense recognized and obligations recorded in future periods. The U.S. pension plans represent approximately 75 percent of the Company's pension plan assets and obligations.

       The following information relates to the U.S. plans only; a similar approach is used for the Company's non-U.S. plans.

       The Company determined the expected long-term rate of return on assets by performing a detailed analysis of historical and expected returns based on the strategic asset allocation approved by the Board of Directors and the underlying return fundamentals of each asset class. The Company's historical experience with the pension fund asset performance was also considered. The long-term rate of return assumption used for determining net periodic pension expense for 2006 was 8.75 percent. This assumption was changed to 8.78 percent for determining 2007 net periodic pension expense. The Company's historical actual return averaged 8.6 percent for the ten-year period ending December 31, 2006. The actual rate of return in 2006 was 13.5 percent. Future actual pension expense will depend on future investment performance, changes in future discount rates and various other factors related to the population of participants in the Company's pension plans. A 25 basis point adjustment in the long-term return on assets assumption would change the Company's total pension expense for 2007 by approximately $33 million.

       The discount rates utilized to measure the pension and other postretirement obligations of the U.S. qualified plans are based on the yield on high-quality fixed income investments at the measurement date. Future expected actuarially determined cash flows of Dow's major U.S. plans are matched against the Citigroup Pension Discount Curve (Above Median) to arrive at a single discount rate by plan. The resulting discount rate increased from 5.72 percent at December 31, 2005 to 5.98 percent at December 31, 2006. A 25 basis point adjustment in the discount rate assumption would change the Company's total pension expense for 2007 by approximately $38 million, with an immaterial change to other postretirement benefit expense due to defined dollar limits (caps).

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       The value of the U.S. qualified plan assets increased from $10.1 billion at December 31, 2005 to $11.2 billion at December 31, 2006. The Company made contributions of $433 million to the U.S. qualified plans in 2006. The favorable impact of the contributions combined with the asset returns and an increase in the assumed discount rate, resulted in an improvement in the funded status of $1.3 billion from December 31, 2005 to December 31, 2006. At December 31, 2006, the U.S. qualified plans were overfunded on a projected benefit obligation basis by $295 million.

       For 2007, the Company maintained its assumption of 4.5 percent for the long-term rate of increase in compensation levels for the principal U.S. qualified plans. Since 2002, the Company has used a generational mortality table to determine the duration of its pension and other postretirement obligations.

       The following discussion relates to all of the Company's pension and other postretirement benefit plans.

       The Company bases the determination of pension expense or income on a market-related valuation of plan assets, which reduces year-to-year volatility. This market-related valuation recognizes investment gains or losses over a five-year period from the year in which they occur. Investment gains or losses for this purpose represent the difference between the expected return calculated using the market-related value of plan assets and the actual return based on the market value of plan assets. Since the market-related value of plan assets recognizes gains or losses over a five-year period, the future value of plan assets will be impacted when previously deferred gains or losses are recorded. Over the life of the plan, both gains and losses have been recognized and amortized. At December 31, 2006, net gains of $581 million remain to be recognized in the calculation of the market-related value of plan assets. These net gains will result in decreases in future pension expense as they are recognized in the market-related value of assets and are a component of the total net loss of $2,849 million shown under "Amounts recognized in AOCI – pretax" in the table entitled "Change in Projected Benefit Obligations, Plan Assets and Funded Status of all Significant Plans" included in Note L to the Consolidated Financial Statements. The other $3,430 million of net losses represents cumulative changes in plan experience and actuarial assumptions. The net increase in the market-related value of assets due to the recognition of prior gains and losses is presented in the following table:

Net Increase in Market-Related Asset Value Due to Recognition of Prior Asset Gains and Losses
In millions
2007	$	258
2008		124
2009		104
2010		95
Total	$	581

       Based on the revised pension assumptions and changes in the market-related value of assets due to the recognition of prior asset gains, the Company expects to reduce expense by approximately $125 million for all pension and other postretirement benefits in 2007 compared with 2006.

Income Taxes

Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities, applying enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. Based on the evaluation of available evidence, both positive and negative, the Company recognizes future tax benefits, such as net operating loss carryforwards and tax credit carryforwards, to the extent that realizing these benefits is considered to be more likely than not.

       At December 31, 2006, the Company had a net deferred tax asset balance of $2.9 billion, after valuation allowances of $446 million.

       In evaluating the ability to realize the deferred tax assets, the Company relies principally on forecasted taxable income using historical and projected future operating results, the reversal of existing temporary differences and the availability of tax planning strategies.

       At December 31, 2006, the Company had deferred tax assets for tax loss and tax credit carryforwards of $2.7 billion, $42 million of which is subject to expiration in the years 2007-2011. In order to realize these deferred tax assets for tax loss and tax credit carryforwards, the Company needs taxable income of approximately $10.3 billion across multiple jurisdictions. The taxable income needed to realize the deferred tax assets for tax loss and tax credit carryforwards that are subject to expiration between 2007-2011 is approximately $353 million.

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       The Company accrues for tax contingencies when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated, based on past experience. The tax contingency reserve is adjusted for changes in circumstances and additional uncertainties, such as significant amendments to existing tax law.

       At December 31, 2006, the Company had a tax contingency reserve for both domestic and foreign issues of $732 million.

       For additional information, see Note R to the Consolidated Financial Statements.

Environmental Matters

Environmental Policies

Dow is committed to world-class environmental, health and safety ("EH&S") performance, as demonstrated by a long-standing commitment to Responsible Care®, the significant progress made by the Company over a 10-year period toward Dow's EH&S Goals for 2005, and the development of Dow's new 2015 Sustainability Goals. In 2005, Dow developed its next generation of 10-year goals that will provide continuity to the first set of goals, while also addressing a broader set of challenges. The 2015 Sustainability Goals will set the standard for sustainability in the chemical industry by focusing on improvements in Dow's local corporate citizenship and product stewardship, and by actively pursuing methods to reduce the Company's environmental impact. More information on Dow's performance regarding environmental matters and goals can be found online on Dow's Environment, Health and Safety webpage at www.dow.com.

       To meet the Company's public commitments, as well as the stringent laws and government regulations related to environmental protection and remediation to which its global operations are subject, Dow has well-defined policies, requirements and management systems. Dow's EH&S Management System ("EMS") defines the "who, what, when and how" needed for the businesses to achieve the Company's policies, requirements, performance objectives, leadership expectations and public commitments. EMS is also designed to minimize the long-term cost of environmental protection and to comply with these laws and regulations. In 2002 and 2003, the security aspects of Dow's EMS were strengthened to require that Site Vulnerability Assessments be conducted to ensure appropriate safeguards to protect Dow's employees and physical assets in a post-9/11 world. Furthermore, to ensure effective utilization, the EMS is integrated into a company-wide management system for EH&S, Operations, Quality and Human Resources.

       It is Dow's policy to adhere to a waste management hierarchy that minimizes the impact of wastes and emissions on the environment. First, Dow works to eliminate or minimize the generation of waste and emissions at the source through research, process design, plant operations and maintenance. Second, Dow finds ways to reuse and recycle materials. Finally, unusable or non-recyclable hazardous waste is treated before disposal to eliminate or reduce the hazardous nature and volume of the waste. Treatment may include destruction by chemical, physical, biological or thermal means. Disposal of waste materials in landfills is considered only after all other options have been thoroughly evaluated. Dow has specific requirements for waste that is transferred to non-Dow facilities, including the periodic auditing of these facilities. Dow believes third-party verification is a cornerstone of world-class EH&S performance and building public trust. Numerous Dow sites in Europe, Latin America, Australia and North America have received third-party verification of Dow's compliance with Responsible Care® and with outside specifications such as ISO-14001. Additional sites will receive third-party auditing over the next two years in support of new industry-wide Responsible Care® expectations and the release of the Responsible Care® Global Charter. During 2006, a third-party auditor verified that Dow's Operating Discipline Management System ("ODMS") is compliant with multiple external standards (ISO 9001, ISO 14001, ISO/TS 16949 and OHSAS 18001).

       Dow's EH&S policies helped the Company achieve excellent safety performance in 2006. Dow demonstrated continuous improvement in reducing its personal injury and illness OSHA (Occupational Safety and Health Administration) rate and Dow's newly introduced Safety Severity Index. Tragically, there were two employee fatalities during 2006 that resulted from injuries sustained from elevated falls. In one case, the employee passed away in 2006 from injuries sustained in late 2005.

       The Company posted a significant reduction in leaks, breaks and spills, and notices of violation from environmental regulatory agencies in 2006. Improvement in environmental compliance remains a top management priority, with initiatives underway to further improve compliance in 2007.

Chemical Security

Growing public and political attention has been placed on protecting critical infrastructure, including the chemical industry, from security threats. Terrorist attacks and natural disasters have increased concern about the security of chemical production and distribution. In response to the increasing call by many, including Dow and the American Chemistry Council, for uniform performance-based national standards for securing the U.S. chemical industry, U.S. Chemical Plant Security legislation and Port Security legislation were passed and draft plant and transportation security regulations were proposed in 2006.

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       The focus on security is not new to Dow. A comprehensive, multi-level security plan for the Company has been maintained since 1988. This plan was activated in response to the events of ⁹/11. Dow continues to improve its security plans, placing emphasis on the safety of Dow communities and people by being prepared to meet risks at any level and to address both internal and external identifiable risks. Dow's security plans also are developed to avert interruptions of normal business work operations which could materially and adversely affect the Company's results of operations, liquidity and financial condition.

       Dow uses a risk-based approach employing the U.S. Government's Sandia National Labs methodology to repeatedly assess the risks to sites, systems, and processes. The comprehensive Distribution Risk Review process that has been in place for decades was expanded to address potential threats in all modes of transportation across the Company's supply chain. To reduce vulnerabilities, Dow maintains security measures that meet or exceed regulatory and industry security standards in all areas in which the Company operates.

       Dow played a key role in the development and implementation of the American Chemistry Council's Responsible Care® Security Code that requires all aspects of security – including facility, transportation, and cyberspace – be assessed and gaps addressed. Through the Company's global implementation of the Security Code, Dow has permanently heightened the level of security – not just in the United States, but worldwide. Dow employs approximately 500 employees and contractors in its Emergency Services and Security department worldwide. Dow committed over $100 million in capital over a ten-year period for plant security, supply chain and cyberspace security enhancements, regulatory compliance and response capabilities as well as other components of Dow's security program. These costs are not considered material to the Company's consolidated financial statements.

       Dow continually works to strengthen partnerships with local responders, law enforcement, and security agencies, and to enhance confidence in the integrity of the Company's security and risk management program, as well as strengthen its preparedness and response capabilities. Dow also works closely with its supply chain partners and strives to educate lawmakers, regulators and communities about the Company's resolve and actions to date which are mitigating security and crisis threats.

Climate Change

There is a growing political and scientific consensus that emissions of greenhouse gases ("GHG") due to human activities continue to alter the composition of the global atmosphere in ways that are affecting the climate. Political debates continue about how to implement fair and effective GHG mitigation efforts. Dow takes global climate change very seriously and is not waiting for the resolution of the debate. Dow is committed to reducing its GHG intensity (pounds of GHG per pound of product), developing climate-friendly products and processes and, over the longer term, implementing technology solutions to achieve even greater climate change improvements. Since 1994, Dow has reduced GHG direct emission intensity by over 47 percent and has achieved a 22 percent improvement in energy intensity (the amount of energy required to produce one pound of product). In doing so, it has avoided consuming more than 900 trillion Btus, a savings that when converted to electricity would be more than sufficient to supply the electricity consumed by residential users in the State of California for one year. This trend could reverse, however, depending on business growth, capacity utilization and the pace of new technology development.

       Dow also contributes to the climate change solution by producing products that help others reduce GHG emissions, such as lightweight plastics for automobiles and insulation for energy efficient homes and appliances. Dow has demonstrated its commitment to technological innovation and conservation though its exploration of renewable energy sources. In February 2004, Dow and General Motors announced the start-up of a joint project to prove the viability of hydrogen fuel cells for large industrial power systems, using hydrogen from the Company's production processes at its Freeport, Texas, facility. This project is still underway.

       Dow has established several new teams to manage the challenges and opportunities associated with this priority issue. The new teams will lead the development of a cohesive global climate change strategy and develop new GHG emission reduction projects. Gains made toward Dow's Energy Efficiency goal will directly impact progress in meeting its Climate Change goal. Dow is studying the lifecycle impact of its products on climate change and additional global projects that could "offset" our overall GHG emissions through carbon dioxide reduction.

       A new Climate Change & Energy Policy Strategy Board has also been chartered to ensure that Dow's efforts are on target to address the long-term challenge of global warming and contribute to the world's solution to this critical issue.

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Environmental Remediation

Dow accrues the costs of remediation of its facilities and formerly owned facilities based on current law and existing technologies. The nature of such remediation includes, for example, the management of soil and groundwater contamination and the closure of contaminated landfills and other waste management facilities. In the case of landfills and other active waste management facilities, Dow recognizes the costs over the useful life of the facility. The accounting policies adopted to properly reflect the monetary impacts of environmental matters are discussed in Note A to the Consolidated Financial Statements. To assess the impact on the financial statements, environmental experts review currently available facts to evaluate the probability and scope of potential liabilities. Inherent uncertainties exist in such evaluations primarily due to unknown conditions, changing governmental regulations and legal standards regarding liability, and evolving technologies. These liabilities are adjusted periodically as remediation efforts progress or as additional technical or legal information becomes available. Dow had an accrued liability of $316 million at December 31, 2006, related to the remediation of current or former Dow-owned sites. The liability related to remediation at December 31, 2005 was $298 million.

       In addition to current and former Dow-owned sites, under the Federal Comprehensive Environmental Response, Compensation and Liability Act and equivalent state laws (hereafter referred to collectively as "Superfund Law"), Dow is liable for remediation of other hazardous waste sites where Dow allegedly disposed of, or arranged for the treatment or disposal of, hazardous substances. Dow readily cooperates in the remediation of these sites where the Company's liability is clear, thereby minimizing legal and administrative costs. Because Superfund Law imposes joint and several liability upon each party at a site, Dow has evaluated its potential liability in light of the number of other companies that also have been named potentially responsible parties ("PRPs") at each site, the estimated apportionment of costs among all PRPs, and the financial ability and commitment of each to pay its expected share. The Company's remaining liability for the remediation of Superfund sites at December 31, 2006 was $31 million ($41 million at December 31, 2005). The Company has not recorded any third-party recovery related to these sites as a receivable.

       Information regarding environmental sites is provided below:

Environmental Sites	Dow-owned Sites (1)				Superfund Sites (2)
	2006		2005		2006		2005
Number of sites at January 1	245		240		72		61
Sites added during year	8		9		8		16
Sites closed during year	(2	)	(4	)	(16	)	(5	)
Number of sites at December 31	251		245		64		72
(1) Dow-owned sites are sites currently or formerly owned by Dow, where remediation obligations are imposed (in the United States) by the Resource Conservation Recovery Act or analogous state law. 153 of these sites were formerly owned by Dowell Schlumberger, Inc., a group of companies in which the Company previously owned a 50 percent interest. Dow sold its interest in Dowell Schlumberger in 1992.
(2) Superfund sites are sites, including sites not owned by Dow, where remediation obligations are imposed by Superfund Law.

       The Company's manufacturing sites in Freeport, Texas, and Midland, Michigan, are the sites for which the Company has the largest environmental remediation accruals. From the start of operations at the Freeport site in the 1940s until the mid-1970s, manufacturing wastes were typically placed in on-site pits and landfills. The resulting soil and groundwater contamination is being assessed and remediated under the provisions of the Resource Conservation Recovery Act ("RCRA"), in concert with the state of Texas. At December 31, 2006, the Company had an accrual of $47 million ($77 million at December 31, 2005) related to environmental remediation at the Freeport manufacturing site. In 2006, $8 million ($9 million in 2005) was spent on environmental remediation at the Freeport site.

       Similar to the Freeport site, in the early days of operations at the Midland site, manufacturing wastes were usually disposed of on-site, resulting in soil and groundwater contamination, which has been contained and managed on-site under a series of RCRA permits and regulatory agreements. The most recent Hazardous Waste Operating License for the Midland site, issued in 2003, also included provisions for the Company to conduct an investigation to determine the nature and extent of off-site contamination from historic Midland site operations. The scope of the investigation includes Midland area soils; Tittabawassee and Saginaw River sediment and floodplain soils; and Saginaw Bay and requires the Company to conduct interim response actions. See Note J to the Consolidated Financial Statements for additional information. At December 31, 2006, the Company had an accrual of $41 million ($40 million at December 31, 2005) for environmental remediation and investigation associated with the Midland site. In 2006, the Company spent $20 million ($25 million in 2005) on environmental remediation at the Midland site.

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       In total, the Company's accrued liability for probable environmental remediation and restoration costs was $347 million at December 31, 2006, compared with $339 million at the end of 2005. This is management's best estimate of the costs for remediation and restoration with respect to environmental matters for which the Company has accrued liabilities, although the ultimate cost with respect to these particular matters could range up to twice that amount. It is the opinion of the Company's management that the possibility is remote that costs in excess of those disclosed will have a material adverse impact on the Company's consolidated financial statements.

       The amounts charged to income on a pretax basis related to environmental remediation totaled $125 million in 2006, $79 million in 2005 and $85 million in 2004. Capital expenditures for environmental protection were $193 million in 2006, $150 million in 2005 and $116 million in 2004.

Asbestos-Related Matters of Union Carbide Corporation

Introduction

Union Carbide Corporation ("Union Carbide"), a wholly owned subsidiary of the Company, is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past three decades. These suits principally allege personal injury resulting from exposure to asbestos-containing products and frequently seek both actual and punitive damages. The alleged claims primarily relate to products that Union Carbide sold in the past, alleged exposure to asbestos-containing products located on Union Carbide's premises, and Union Carbide's responsibility for asbestos suits filed against a former Union Carbide subsidiary, Amchem Products, Inc. ("Amchem"). In many cases, plaintiffs are unable to demonstrate that they have suffered any compensable loss as a result of such exposure, or that injuries incurred in fact resulted from exposure to Union Carbide's products.

       Influenced by the bankruptcy filings of numerous defendants in asbestos-related litigation and the prospects of various forms of state and national legislative reform, the rate at which plaintiffs filed asbestos-related suits against various companies, including Union Carbide and Amchem, increased in 2001, 2002 and the first half of 2003. Since then, the rate of filing has significantly abated. Union Carbide expects more asbestos-related suits to be filed against Union Carbide and Amchem in the future, and will aggressively defend or reasonably resolve, as appropriate, both pending and future claims.

       The table below provides information regarding asbestos-related claims filed against Union Carbide and Amchem:

	2006		2005		2004
Claims unresolved at January 1	146,325		203,416		193,891
Claims filed	16,386		34,394		58,240
Claims settled, dismissed or otherwise resolved	(50,824	)	(91,485	)	(48,715	)
Claims unresolved at December 31	111,887		146,325		203,416
Claimants with claims against both UCC and Amchem	38,529		48,647		73,587
Individual claimants at December 31	73,358		97,678		129,829

       Plaintiffs' lawyers often sue dozens or even hundreds of defendants in individual lawsuits on behalf of hundreds or even thousands of claimants. As a result, the damages alleged are not expressly identified as to Union Carbide, Amchem or any other particular defendant, even when specific damages are alleged with respect to a specific disease or injury. In fact, there are no personal injury cases in which only Union Carbide and/or Amchem are the sole named defendants. For these reasons and based upon Union Carbide's litigation and settlement experience, Union Carbide does not consider the damages alleged against Union Carbide and Amchem to be a meaningful factor in its determination of any potential asbestos liability.

Estimating the Liability

Based on a study completed by Analysis, Research & Planning Corporation ("ARPC") in January 2003, Union Carbide increased its December 31, 2002 asbestos-related liability for pending and future claims for the 15-year period ending in 2017 to $2.2 billion, excluding future defense and processing costs. Since then, Union Carbide has compared current asbestos claim and resolution activity to the results of the most recent ARPC study at each balance sheet date to determine whether the accrual continues to be appropriate.

       In November 2004, Union Carbide requested ARPC to review Union Carbide's historical asbestos claim and resolution activity and determine the appropriateness of updating its January 2003 study. In January 2005, ARPC provided Union Carbide with a report summarizing the results of its study. At December 31, 2004, Union Carbide's recorded asbestos-related liability for pending and future claims was $1.6 billion. Based on the low end of the range in the January 2005 study, Union Carbide's recorded asbestos-related liability for pending and future claims at December 31, 2004 would be sufficient to

50

resolve asbestos-related claims against Union Carbide and Amchem into 2019. As in its January 2003 study, ARPC did provide estimates for a longer period of time in its January 2005 study, but also reaffirmed its prior advice that forecasts for shorter periods of time are more accurate than those for longer periods of time.

       In November 2005, Union Carbide requested ARPC to review Union Carbide's 2005 asbestos claim and resolution activity and determine the appropriateness of updating its January 2005 study. In response to that request, ARPC reviewed and analyzed data through October 31, 2005. In January 2006, ARPC stated that an update of its study would not provide a more likely estimate of future events than the estimate reflected in its study of the previous year and, therefore, the estimate in that study remained applicable. Based on Union Carbide's own review of the asbestos claim and resolution activity and ARPC's response, Union Carbide determined that no change to the accrual was required. At December 31, 2006, Union Carbide's asbestos-related liability for pending and future claims was $1.5 billion.

       In November 2006, Union Carbide requested ARPC to review Union Carbide's historical asbestos claim and resolution activity and determine the appropriateness of updating its January 2005 study. In response to that request, ARPC reviewed and analyzed data through October 31, 2006 and concluded that the experience from 2004 through 2006 was sufficient for the purpose of forecasting future filings and values of asbestos claims filed against Union Carbide and Amchem, and could be used in place of previous assumptions to update its January 2005 study. The resulting study, completed by ARPC in December 2006, stated that the undiscounted cost of resolving pending and future asbestos-related claims against Union Carbide and Amchem, excluding future defense and processing costs, through 2021 was estimated to be between approximately $1.2 billion and $1.5 billion. As in its January 2005 study, ARPC provided estimates for a longer period of time in its December 2006 study, but also reaffirmed its prior advice that forecasts for shorter periods of time are more accurate than those for longer periods of time.

       Based on ARPC's December 2006 study and Union Carbide's own review of the asbestos claim and resolution activity, Union Carbide decreased its asbestos-related liability for pending and future claims to $1.2 billion at December 31, 2006 which will now cover the 15-year period ending in 2021 (excluding future defense and processing costs). The reduction was $177 million and is shown as "Asbestos-related credit" in the consolidated statements of income.

       At December 31, 2006, approximately 25 percent of the recorded liability related to pending claims and approximately 75 percent related to future claims. At December 31, 2005, approximately 39 percent of the recorded liability related to pending claims and approximately 61 percent related to future claims.

Defense and Resolution Costs

The following table provides information regarding defense and resolution costs related to asbestos-related claims filed against Union Carbide and Amchem:

Defense and Resolution Costs				Aggregate Costs
				to Date as of
In millions	2006	2005	2004	Dec. 31, 2006
Defense costs	$62	$75	$86	$481
Resolution costs	$117	$139	$300	$1,182

       The average resolution payment per asbestos claimant and the rate of new claim filings has fluctuated both up and down since the beginning of 2001. Union Carbide's management expects such fluctuations to continue in the future based upon a number of factors, including the number and type of claims settled in a particular period, the jurisdictions in which such claims arose, and the extent to which any proposed legislative reform related to asbestos litigation is being considered.

       Union Carbide expenses defense costs as incurred. The pretax impact for defense and resolution costs, net of insurance, was $45 million in 2006, $75 million in 2005 and $82 million in 2004, and was reflected in "Cost of sales."

Insurance Receivables

At December 31, 2002, Union Carbide increased the receivable for insurance recoveries related to its asbestos liability to $1.35 billion, substantially exhausting its asbestos product liability coverage. The insurance receivable related to the asbestos liability was determined by Union Carbide after a thorough review of applicable insurance policies and the 1985 Wellington Agreement, to which Union Carbide and many of its liability insurers are signatory parties, as well as other insurance settlements, with due consideration given to applicable deductibles, retentions and policy limits, and taking into account the solvency and historical payment experience of various insurance carriers. The Wellington Agreement and other agreements with insurers are designed to facilitate an orderly resolution and collection of Union Carbide's insurance policies and to resolve issues that the insurance carriers may raise.

51

Asbestos-Related Matters of Union Carbide Corporation – Continued

       In September 2003, Union Carbide filed a comprehensive insurance coverage case, now proceeding in the Supreme Court of the State of New York, County of New York, seeking to confirm its rights to insurance for various asbestos claims and to facilitate an orderly and timely collection of insurance proceeds. This lawsuit was filed against insurers that are not signatories to the Wellington Agreement and/or do not otherwise have agreements in place with Union Carbide regarding their asbestos-related insurance coverage, in order to facilitate an orderly resolution and collection of such insurance policies and to resolve issues that the insurance carriers may raise. Although the lawsuit is continuing, through the end of 2006, Union Carbide reached settlements with several of the carriers involved in this litigation.

       Union Carbide's receivable for insurance recoveries related to its asbestos liability was $495 million at December 31, 2006 and $535 million at December 31, 2005. At December 31, 2006, all of the receivable for insurance recoveries ($398 million at December 31, 2005) was related to insurers that are not signatories to the Wellington Agreement and/or do not otherwise have agreements in place regarding their asbestos-related insurance coverage.

       In addition to the receivable for insurance recoveries related to its asbestos liability, Union Carbide had receivables for defense and resolution costs submitted to insurance carriers for reimbursement as follows:

Receivables for Costs Submitted to Insurance Carriers at December 31
In millions		2006		2005
Receivables for defense costs	$	34	$	73
Receivables for resolution costs		266		327
Total	$	300	$	400

       After a review of its insurance policies, with due consideration given to applicable deductibles, retentions and policy limits, after taking into account the solvency and historical payment experience of various insurance carriers; existing insurance settlements; and the advice of outside counsel with respect to the applicable insurance coverage law relating to the terms and conditions of its insurance policies, Union Carbide continues to believe that its recorded receivable for insurance recoveries from all insurance carriers is probable of collection.

Summary

The amounts recorded by Union Carbide for the asbestos-related liability and related insurance receivable described above were based upon current, known facts. However, future events, such as the number of new claims to be filed and/or received each year, the average cost of disposing of each such claim, coverage issues among insurers, and the continuing solvency of various insurance companies, as well as the numerous uncertainties surrounding asbestos litigation in the United States, could cause the actual costs and insurance recoveries for Union Carbide to be higher or lower than those projected or those recorded.

       Because of the uncertainties described above, Union Carbide's management cannot estimate the full range of the cost of resolving pending and future asbestos-related claims facing Union Carbide and Amchem. Union Carbide's management believes that it is reasonably possible that the cost of disposing of Union Carbide's asbestos-related claims, including future defense costs, could have a material adverse impact on Union Carbide's results of operations and cash flows for a particular period and on the consolidated financial position of Union Carbide.

       It is the opinion of Dow's management that it is reasonably possible that the cost of Union Carbide disposing of its asbestos-related claims, including future defense costs, could have a material adverse impact on the Company's results of operations and cash flows for a particular period and on the consolidated financial position of the Company.

52

The Dow Chemical Company and Subsidiaries
PART II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Dow's business operations give rise to market risk exposure due to changes in foreign exchange rates, interest rates, commodity prices and other market factors such as equity prices. To manage such risks effectively, the Company enters into hedging transactions, pursuant to established guidelines and policies, which enable it to mitigate the adverse effects of financial market risk. Derivatives used for this purpose are designated as hedges per SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," where appropriate. A secondary objective is to add value by creating additional non-specific exposure within established limits and policies; derivatives used for this purpose are not designated as hedges per SFAS No. 133. The potential impact of creating such additional exposures is not material to the Company's results.

       The global nature of Dow's business requires active participation in the foreign exchange markets. As a result of investments, production facilities and other operations on a global basis, the Company has assets, liabilities and cash flows in currencies other than the U.S. dollar. The primary objective of the Company's foreign exchange risk management is to optimize the U.S. dollar value of net assets and cash flows, keeping the adverse impact of currency movements to a minimum. To achieve this objective, the Company hedges on a net exposure basis using foreign currency forward contracts, over-the-counter option contracts, cross-currency swaps, and nonderivative instruments in foreign currencies. Main exposures are related to assets and liabilities denominated in the currencies of Europe, Asia Pacific and Canada; bonds denominated in foreign currencies – mainly the Euro; and economic exposure derived from the risk that currency fluctuations could affect the U.S. dollar value of future cash flows. The majority of the foreign exchange exposure is related to European currencies and the Japanese yen.

       The main objective of interest rate risk management is to reduce the total funding cost to the Company and to alter the interest rate exposure to the desired risk profile. Dow uses interest rate swaps, "swaptions," and exchange-traded instruments to accomplish this objective. The Company's primary exposure is to the U.S. dollar yield curve.

       Dow has a portfolio of equity securities derived from its acquisition and divestiture activity. This exposure is managed in a manner consistent with the Company's market risk policies and procedures.

       Inherent in Dow's business is exposure to price changes for several commodities. Some exposures can be hedged effectively through liquid tradable financial instruments. Feedstocks for ethylene production and natural gas constitute the main commodity exposures. Over-the-counter and exchange traded instruments are used to hedge these risks when feasible.

       Dow uses value at risk ("VAR"), stress testing and scenario analysis for risk measurement and control purposes. VAR estimates the potential gain or loss in fair market values, given a certain move in prices over a certain period of time, using specified confidence levels. On an ongoing basis, the Company estimates the maximum gain or loss that could arise in one day, given a two-standard-deviation movement in the respective price levels. These amounts are relatively insignificant in comparison to the size of the equity of the Company. The VAR methodology used by Dow is based primarily on a variance/covariance statistical model. The year-end VAR and average daily VAR for the aggregate of non-trading and trading positions for 2006 and 2005 are shown below:

Total Daily VAR at December 31*	2006		2005
In millions	Year-end	Average	Year-end	Average
Foreign exchange	$3	$4	$3	$6
Interest rate	$34	$43	$55	$65
Equity exposures, net of hedges	$9	$3	$2	$2
Commodities	$14	$19	$23	$21
* Using a 95 percent confidence level

       See Note H to the Consolidated Financial Statements for further disclosure regarding market risk.

53

The Dow Chemical Company and Subsidiaries
PART II, Item 8. Financial Statements and Supplementary Data.

Management's Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control framework and processes are designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial reporting and the preparation of the Company's consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.

       The Company's internal control over financial reporting includes those policies and procedures that:

•

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

•

provide reasonable assurance that transactions are recorded properly to allow for the preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and Directors of the Company;

•

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the consolidated financial statements; and

•

provide reasonable assurance as to the detection of fraud.

       Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance that a misstatement of our financial statements would be prevented or detected. Further, because of changing conditions, effectiveness of internal control over financial reporting may vary over time.

       Management assessed the effectiveness of the Company's internal control over financial reporting and concluded that, as of December 31, 2006, such internal control is effective. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control – Integrated Framework.

       The Company's independent auditors, Deloitte & Touche LLP, with direct access to the Company's Board of Directors through its Audit Committee, have audited the consolidated financial statements prepared by the Company. Their report on the consolidated financial statements is included in Part II, Item 8. Financial Statements and Supplementary Data. Management's assessment of the Company's internal control over financial reporting has been audited by Deloitte & Touche LLP, as stated in their report included herein.

/s/  ANDREW N. LIVERIS Andrew N. Liveris President, Chief Executive Officer and Chairman of the Board	/s/  GEOFFERY E. MERSZEI Geoffery E. Merszei Executive Vice President and Chief Financial Officer
/s/  WILLIAM H. WEIDEMAN William H. Weideman Vice President and Controller

February 14, 2007

54

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
The Dow Chemical Company:

We have audited the accompanying consolidated balance sheets of The Dow Chemical Company and subsidiaries (the "Company") as of December 31, 2006 and 2005, and the related consolidated statements of income, stockholders' equity, comprehensive income and cash flows for each of the three years in the period ended December 31, 2006. Our audits also included the financial statement schedule listed in the Index at Item 15 (a) 2. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

       We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

       In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of The Dow Chemical Company and subsidiaries at December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

       As discussed in Notes A and L to the consolidated financial statements, effective December 31, 2006, the Company changed its method of accounting for defined benefit pension and other postretirement plans to conform to Statement of Financial Accounting Standards No. 158.

       We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over financial reporting as of December 31, 2006, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 14, 2007 expressed an unqualified opinion on management's assessment of the effectiveness of the Company's internal control over financial reporting and an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

/s/  DELOITTE & TOUCHE LLP

Deloitte & Touche LLP
Midland, Michigan
February 14, 2007

55

The Dow Chemical Company and Subsidiaries
Consolidated Statements of Income

(In millions, except per share amounts) For the years ended December 31			2006		2005			2004
Net Sales		$	49,124	$	46,307		$	40,161
	Cost of sales		41,526		38,276			34,244
	Research and development expenses		1,164		1,073			1,022
	Selling, general and administrative expenses		1,663		1,545			1,436
	Amortization of intangibles		50		55			81
	Restructuring charges		591		114			543
	Gain on asset divestitures related to formation of nonconsolidated affiliates		–		–			563
	Asbestos-related credit		177		–			–
	Equity in earnings of nonconsolidated affiliates		959		964			923
	Sundry income – net		137		755			136
	Interest income		185		138			86
	Interest expense and amortization of debt discount		616		702			747
Income before Income Taxes and Minority Interests			4,972		6,399			3,796
	Provision for income taxes		1,155		1,782			877
	Minority interests' share in income		93		82			122
Income before Cumulative Effect of Change in Accounting Principle			3,724		4,535			2,797
	Cumulative effect of change in accounting principle		–		(20	)		–
Net Income Available for Common Stockholders		$	3,724	$	4,515		$	2,797
Share Data
	Earnings before cumulative effect of change in accounting principle per common share – basic	$	3.87	$	4.71		$	2.98
	Earnings per common share – basic	$	3.87	$	4.69		$	2.98
	Earnings before cumulative effect of change in accounting principle per common share – diluted	$	3.82	$	4.64		$	2.93
	Earnings per common share – diluted	$	3.82	$	4.62		$	2.93
	Common stock dividends declared per share of common stock	$	1.50	$	1.34		$	1.34
	Weighted-average common shares outstanding – basic		962.3		963.2			940.1
	Weighted-average common shares outstanding – diluted		974.4		976.8			953.8

See Notes to the Consolidated Financial Statements.

56

The Dow Chemical Company and Subsidiaries
Consolidated Balance Sheets

(In millions, except share amounts) At December 31				2006			2005
Assets
Current Assets
	Cash and cash equivalents		$	2,757		$	3,806
	Marketable securities and interest-bearing deposits			153			32
	Accounts and notes receivable:
		Trade (net of allowance for doubtful receivables – 2006: $122; 2005: $169)		4,988			5,124
		Other		3,060			2,802
	Inventories			6,058			5,319
	Deferred income tax assets – current			193			321
	Total current assets			17,209			17,404
Investments
	Investment in nonconsolidated affiliates			2,735			2,285
	Other investments			2,143			2,156
	Noncurrent receivables			288			274
	Total investments			5,166			4,715
Property
	Property			44,381			41,934
	Less accumulated depreciation			30,659			28,397
	Net property			13,722			13,537
Other Assets
	Goodwill			3,242			3,140
	Other intangible assets (net of accumulated amortization – 2006: $620; 2005: $552)			457			443
	Deferred income tax assets – noncurrent			4,006			3,658
	Asbestos-related insurance receivables – noncurrent			725			818
	Deferred charges and other assets			1,054			2,219
	Total other assets			9,484			10,278
Total Assets			$	45,581		$	45,934
Liabilities and Stockholders' Equity
Current Liabilities
	Notes payable		$	219		$	241
	Long-term debt due within one year			1,291			1,279
	Accounts payable:
		Trade		3,825			3,931
		Other		1,849			1,829
	Income taxes payable			569			493
	Deferred income tax liabilities – current			251			201
	Dividends payable			382			347
	Accrued and other current liabilities			2,215			2,342
	Total current liabilities			10,601			10,663
Long-Term Debt				8,036			9,186
Other Noncurrent Liabilities
	Deferred income tax liabilities – noncurrent			999			1,395
	Pension and other postretirement benefits – noncurrent			3,094			3,308
	Asbestos-related liabilities – noncurrent			1,079			1,384
	Other noncurrent obligations			3,342			3,338
	Total other noncurrent liabilities			8,514			9,425
Minority Interest in Subsidiaries				365			336
Preferred Securities of Subsidiaries				1,000			1,000
Stockholders' Equity
	Common stock (authorized 1,500,000,000 shares of $2.50 par value each; issued 981,377,562 shares)			2,453			2,453
	Additional paid-in capital			830			661
	Unearned ESOP shares			–			(1	)
	Retained earnings			16,987			14,719
	Accumulated other comprehensive loss			(2,235	)		(1,949	)
	Treasury stock at cost (2006: 23,326,570 shares; 2005: 14,221,354 shares)			(970	)		(559	)
	Net stockholders' equity			17,065			15,324
Total Liabilities and Stockholders' Equity			$	45,581		$	45,934

See Notes to the Consolidated Financial Statements.

57

The Dow Chemical Company and Subsidiaries
Consolidated Statements of Cash Flows

(In millions) For the years ended December 31					2006			2005			2004
Operating Activities
	Net Income Available for Common Stockholders			$	3,724		$	4,515		$	2,797
	Adjustments to reconcile net income to net cash provided by operating
		activities:
			Cumulative effect of change in accounting principle		–			20			–
			Depreciation and amortization		2,074			2,079			2,088
			Provision for deferred income tax		104			740			255
			Earnings of nonconsolidated affiliates in excess of dividends received		(343	)		(469	)		(553	)
			Minority interests' share in income		93			82			122
			Pension contributions		(575	)		(1,031	)		(399	)
			Net gain on sales of ownership interests in nonconsolidated affiliates		–			(732	)		(29	)
			Net gain on sales of investments		(19	)		(33	)		(34	)
			Net gain on sales of property, businesses and consolidated companies		(130	)		(56	)		(100	)
			Other net (gain) loss		(12	)		(29	)		69
			Gain on asset divestitures related to formation of nonconsolidated affiliates		–			–			(563	)
			Restructuring charges		586			41			341
			Asbestos-related credit		(177	)		–			–
			Tax benefit – nonqualified stock option exercises		–			85			100
			Excess tax benefits from share-based payment arrangements		(11	)		–			–
	Changes in assets and liabilities:
			Accounts and notes receivable		242			(469	)		(1,316	)
			Inventories		(758	)		(240	)		(931	)
			Accounts payable		(129	)		106			1,252
			Other assets and liabilities		(515	)		(135	)		(429	)
	Cash provided by operating activities				4,154			4,474			2,670
Investing Activities
	Capital expenditures				(1,775	)		(1,597	)		(1,333	)
	Proceeds from sales of property, businesses and consolidated companies				296			105			163
	Acquisitions of businesses				–			–			(149	)
	Purchase of previously leased assets				(208	)		(263	)		–
	Investments in consolidated companies				(111	)		(109	)		(6	)
	Investments in nonconsolidated affiliates				(103	)		(208	)		(129	)
	Distributions from nonconsolidated affiliates				6			41			60
	Proceeds from sales of ownership interests in nonconsolidated affiliates				10			956			62
	Proceeds from asset divestitures related to formation of nonconsolidated affiliates				–			–			845
	Purchases of investments				(1,405	)		(1,400	)		(1,827	)
	Proceeds from sales and maturities of investments				1,383			1,379			1,661
	Cash used in investing activities				(1,907	)		(1,096	)		(653	)
Financing Activities
	Changes in short-term notes payable				23			74			(152	)
	Payments on long-term debt				(1,359	)		(1,559	)		(1,285	)
	Proceeds from issuance of long-term debt				–			4			658
	Purchases of treasury stock				(739	)		(68	)		(15	)
	Proceeds from sales of common stock				223			398			706
	Excess tax benefits from share-based payment arrangements				11			–			–
	Distributions to minority interests				(57	)		(70	)		(57	)
	Dividends paid to stockholders				(1,404	)		(1,287	)		(1,252	)
	Cash used in financing activities				(3,302	)		(2,508	)		(1,397	)
Effect of Exchange Rate Changes on Cash					6			(172	)		96
Summary
	Increase (Decrease) in cash and cash equivalents				(1,049	)		698			716
	Cash and cash equivalents at beginning of year				3,806			3,108			2,392
	Cash and cash equivalents at end of year			$	2,757		$	3,806		$	3,108

See Notes to the Consolidated Financial Statements.

58

The Dow Chemical Company and Subsidiaries
Consolidated Statements of Stockholders' Equity

(In millions) For the years ended December 31				2006			2005			2004
Common Stock
	Balance at beginning and end of year		$	2,453		$	2,453		$	2,453
Additional Paid-in Capital
	Balance at beginning of year			661			274			8
	Stock-based compensation			169			387			266
	Balance at end of year			830			661			274
Unearned ESOP Shares
	Balance at beginning of year			(1	)		(12	)		(30	)
	Shares allocated to ESOP participants			1			11			18
	Balance at end of year			–			(1	)		(12	)
Retained Earnings
	Balance at beginning of year			14,719			11,527			9,994
	Net income			3,724			4,515			2,797
	Dividends declared on common stock			(1,438	)		(1,292	)		(1,264	)
	Accrued dividends on deferred stock			(18	)		(31	)		–
	Balance at end of year			16,987			14,719			11,527
Accumulated Other Comprehensive Loss
	Unrealized Gains on Investments at beginning of year			11			41			43
	Unrealized gains (losses)			31			(30	)		(2	)
		Balance at end of year		42			11			41
	Cumulative Translation Adjustments at beginning of year			(663	)		301			(199	)
		Translation adjustments		651			(964	)		500
		Balance at end of year		(12	)		(663	)		301
	Minimum Pension Liability at beginning of year			(1,312	)		(1,357	)		(1,315	)
		Adjustments		1,147			45			(42	)
		Balance at end of year, 2006 prior to adoption of SFAS No. 158		(165	)		(1,312	)		(1,357	)
		Reversal of Minimum Pension Liability under SFAS No. 158		165			–			–
		Recognition of prior service cost and net loss under SFAS No. 158		(2,192	)		–			–
		Pension and Other Postretirement Benefit Plans at end of year		(2,192	)		–			–
	Accumulated Derivative Gain (Loss) at beginning of year			15			38			(20	)
		Net hedging results		(127	)		227			107
		Reclassification to earnings		39			(250	)		(49	)
		Balance at end of year		(73	)		15			38
	Total accumulated other comprehensive loss			(2,235	)		(1,949	)		(977	)
Treasury Stock
	Balance at beginning of year			(559	)		(995	)		(1,759	)
	Purchases			(746	)		(68	)		(15	)
	Issuance to employees and employee plans			335			504			779
	Balance at end of year			(970	)		(559	)		(995	)
Net Stockholders' Equity			$	17,065		$	15,324		$	12,270

See Notes to the Consolidated Financial Statements.

59

The Dow Chemical Company and Subsidiaries
Consolidated Statements of Comprehensive Income

(In millions) For the years ended December 31				2006			2005			2004
Net Income Available for Common Stockholders			$	3,724		$	4,515		$	2,797
Other Comprehensive Income (Loss), Net of Tax (tax amounts shown below for 2006, 2005, 2004)
	Unrealized gains (losses) on investments:
		Unrealized holding gains (losses) during the period (net of tax of $30, $(7), $20)		61			(21	)		24
		Less: Reclassification adjustments for net amounts included in net income (net of tax of $(16), $(6), $(16))		(30	)		(9	)		(26	)
	Cumulative translation adjustments (net of tax of $(39), $(29), $101)			651			(964	)		500
	Minimum pension liability adjustments (net of tax of $657, $26, $(25))			1,147			45			(42	)
	Net gains (losses) on cash flow hedging derivative instruments (net of tax of $(39), $8, $9)			(88	)		(23	)		58
	Total other comprehensive income (loss)			1,741			(972	)		514
Comprehensive Income			$	5,465		$	3,543		$	3,311

See Notes to the Consolidated Financial Statements.

60

The Dow Chemical Company and Subsidiaries
Notes to the Consolidated Financial Statements

Table of Contents

Note			Page
	A	Summary of Significant Accounting Policies and Recent Accounting Pronouncements	61
	B	Restructuring	66
	C	Divestitures	69
	D	Inventories	70
	E	Property	70
	F	Nonconsolidated Affiliates and Related Company Transactions	70
	G	Goodwill and Other Intangible Assets	73
	H	Financial Instruments	74
	I	Supplementary Information	78
	J	Commitments and Contingent Liabilities	79
	K	Notes Payable, Long-Term Debt and Available Credit Facilities	85
	L	Pension Plans and Other Postretirement Benefits	86
	M	Leased Property and Variable Interest Entities	91
	N	Stock-Based Compensation	92
	O	Limited Partnership	96
	P	Preferred Securities of Subsidiaries	96
	Q	Stockholders' Equity	97
	R	Income Taxes	97
	S	Operating Segments and Geographic Areas	100

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements of The Dow Chemical Company and its subsidiaries ("Dow" or the "Company") were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation. Investments in nonconsolidated affiliates (20-50 percent owned companies, joint ventures and partnerships) are accounted for on the equity basis.

       Certain reclassifications of prior years' amounts have been made to conform to the presentation adopted for 2006.

Use of Estimates in Financial Statement Preparation

The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company's consolidated financial statements include amounts that are based on management's best estimates and judgments. Actual results could differ from those estimates.

Foreign Currency Translation

The local currency has been primarily used as the functional currency throughout the world. Translation gains and losses of those operations that use local currency as the functional currency are included in the consolidated balance sheets as "Accumulated other comprehensive income (loss)" ("AOCI"). Where the U.S. dollar is used as the functional currency, foreign currency gains and losses are reflected in income.

61

The Dow Chemical Company and Subsidiaries
Notes to the Consolidated Financial Statements

NOTE A – Summary of Significant Accounting Policies and Recent Accounting Pronouncements – Continued

Environmental Matters

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. These accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. Accruals for environmental liabilities are included in the consolidated balance sheets as "Other noncurrent obligations" at undiscounted amounts. Accruals for related insurance or other third-party recoveries for environmental liabilities are recorded when it is probable that a recovery will be realized and are included in the consolidated balance sheets as "Accounts and notes receivable – Other."

       Environmental costs are capitalized if the costs extend the life of the property, increase its capacity, and/or mitigate or prevent contamination from future operations. Environmental costs are also capitalized in recognition of legal asset retirement obligations resulting from the acquisition, construction and/or normal operation of a long-lived asset. Costs related to environmental contamination treatment and cleanup are charged to expense. Estimated future incremental operations, maintenance and management costs directly related to remediation are accrued when such costs are probable and reasonably estimable.

Cash and Cash Equivalents

Cash and cash equivalents include time deposits and readily marketable securities with original maturities of three months or less.

Financial Instruments

The Company calculates the fair value of financial instruments using quoted market prices whenever available. When quoted market prices are not available for various types of financial instruments (such as forwards, options and swaps), the Company uses standard pricing models with market-based inputs, which take into account the present value of estimated future cash flows.

       The Company utilizes derivative instruments to manage exposures to currency exchange rates, commodity prices and interest rate risk. The fair values of all derivative instruments are recognized as assets or liabilities at the balance sheet date. Changes in the fair value of these instruments are reported in income or AOCI, depending on the use of the derivative and whether it qualifies for hedge accounting treatment under the provisions of Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended.

       Gains and losses on derivative instruments qualifying as cash flow hedges are recorded in AOCI, to the extent the hedges are effective, until the underlying transactions are recognized in income. To the extent effective, gains and losses on derivative and nonderivative instruments used as hedges of the Company's net investment in foreign operations are recorded in AOCI as part of the cumulative translation adjustment. The ineffective portions of cash flow hedges and hedges of net investment in foreign operations, if any, are recognized in income immediately.

       Gains and losses on derivative instruments designated and qualifying as fair value hedging instruments, as well as the offsetting losses and gains on the hedged items, are reported in income in the same accounting period. Derivative instruments not designated as hedges are marked-to-market at the end of each accounting period with the results included in income.

Inventories

Inventories are stated at the lower of cost or market. On January 1, 2006, the Company began using normal capacity of production facilities (as defined by SFAS No. 151, "Inventory Costs – an amendment of ARB No. 43, Chapter 4") to calculate per unit costs of inventories. Prior to 2006, the Company used nameplate capacity. By subsidiary, the method of determining cost varies among last-in, first-out ("LIFO"); first-in, first-out ("FIFO"); and average cost, and is used consistently from year to year.

Property

Land, buildings and equipment, including property under capital lease agreements, are carried at cost less accumulated depreciation. Depreciation is based on the estimated service lives of depreciable assets and is provided using the straight-line method. For most assets capitalized through 1996, the declining balance method was used. Fully depreciated assets are retained in property and depreciation accounts until they are removed from service. In the case of disposals, assets and related depreciation are removed from the accounts, and the net amounts, less proceeds from disposal, are included in income.

Impairment and Disposal of Long-Lived Assets

The Company evaluates long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When undiscounted future cash flows are not expected to be sufficient to recover an asset's carrying amount, the asset is written down to its fair value. Long-lived

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assets to be disposed of other than by sale are classified as held and used until they are disposed of. Long-lived assets to be disposed of by sale are classified as held for sale and are reported at the lower of carrying amount or fair value less cost to sell, and depreciation is ceased.

Investments

Investments in debt and marketable equity securities, including warrants, are classified as trading, available-for-sale, or held-to-maturity. Investments classified as trading are reported at fair value with unrealized gains and losses included in income. Those classified as available-for-sale are reported at fair value with unrealized gains and losses recorded in AOCI. Those classified as held-to-maturity are recorded at amortized cost. The cost of investments sold is determined by specific identification.

       The excess of the cost of investments in subsidiaries over the values assigned to assets and liabilities is shown as goodwill and is subject to the impairment provisions of SFAS No. 142, "Goodwill and Other Intangible Assets." Absent any impairment indicators, recorded goodwill is tested for impairment in conjunction with the annual planning and budgeting process by comparing the fair value of each reporting unit, determined using a discounted cash flow method, with its carrying value.

Revenue

Sales are recognized when the revenue is realized or realizable, and has been earned, in accordance with the U.S. Securities and Exchange Commission's Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition in Financial Statements." Approximately 98 percent of the Company's sales are related to sales of product. The remaining 2 percent is related to the Company's service offerings, insurance operations, and licensing of patents and technology. Revenue for product sales is recognized as risk and title to the product transfer to the customer, which usually occurs at the time shipment is made. Substantially all of the Company's products are sold FOB (free on board) shipping point or, with respect to countries other than the United States, an equivalent basis. Title to the product passes when the product is delivered to the freight carrier. Dow's standard terms of delivery are included in its contracts of sale, order confirmation documents and invoices. Freight costs and any directly related associated costs of transporting finished product to customers are recorded as "Cost of sales."

       The Company's primary service offerings are in the form of contract manufacturing services and services associated with Dow AgroSciences' termite solution, SENTRICON™ Termite Colony Elimination System. Revenue associated with these service offerings is recognized when services are rendered, according to contractual agreements.

       Revenue related to the Company's insurance operations includes third-party insurance premiums, which are earned over the terms of the related insurance policies and reinsurance contracts. Revenue related to the initial licensing of patents and technology is recognized when earned; revenue related to running royalties is recognized according to licensee production levels.

Legal Costs

The Company expenses legal costs, including those legal costs expected to be incurred in connection with a loss contingency, as incurred.

Severance Costs

The Company routinely reviews its operations around the world in an effort to ensure competitiveness across its businesses and geographic areas. When the reviews result in a workforce reduction related to the shutdown of facilities or other optimization activities, severance benefits are provided to employees primarily under Dow's ongoing benefit arrangements. These severance costs are accrued (under SFAS No. 112, "Employers' Accounting for Postemployment Benefits – an amendment of FASB Statements No. 5 and 43") once management commits to a plan of termination including the number of employees to be terminated, their job classification or functions, their location(s) and the expected completion date.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted rates.

       Annual tax provisions include amounts considered sufficient to pay assessments that may result from examinations of prior year tax returns; however, the amount ultimately paid upon resolution of issues raised may differ from the amounts accrued. The Company accrues for tax contingencies when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated. Provision is made for taxes on undistributed earnings of foreign subsidiaries and related companies to the extent that such earnings are not deemed to be permanently invested.

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Earnings per Common Share

The calculation of earnings per common share is based on the weighted-average number of the Company's common shares outstanding during the applicable period. The calculation for diluted earnings per common share reflects the effect of all dilutive potential common shares that were outstanding during the respective periods.

RECENT ACCOUNTING PRONOUNCEMENTS

Accounting for Stock-Based Compensation

On January 1, 2006, the Company adopted revised SFAS No. 123 ("SFAS No. 123R"), "Share-Based Payment." The fair value recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," and SFAS No. 123R were materially consistent under the Company's equity plans; therefore, adoption of this standard had an immaterial impact on the Company's consolidated financial statements.

       In November 2005, the Financial Accounting Standards Board ("FASB") issued FASB Staff Position ("FSP") No. 123R-3, "Transition Election Related to Accounting for the Tax Effects of Share-Based Payment Awards." The FSP, which became effective in November 2005, required an entity to follow either the transition guidance for the additional-paid-in-capital pool as prescribed in SFAS No. 123R or the alternative transition method described in the FSP. An entity that adopted SFAS No. 123R using the modified prospective application may make a one-time election to adopt the transition method described in the FSP, and may take up to one year from the latter of its initial adoption of SFAS No. 123R or the effective date of the FSP to evaluate the available transition alternatives and make its one-time election. The Company adopted the alternative transition method provided in the FSP for calculating the tax effects of stock-based compensation under SFAS No. 123R.

       See Note N for disclosures related to stock-based compensation.

Accounting for Asset Retirement Obligations

In March 2005, the FASB issued FASB Interpretation ("FIN") No. 47, "Accounting for Conditional Asset Retirement Obligations," which clarifies the term conditional asset retirement obligation as used in SFAS No. 143, "Accounting for Asset Retirement Obligations," as a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the Company. FIN No. 47 was effective no later than the end of fiscal years ending after December 15, 2005.

       Dow has 150 manufacturing sites in 37 countries. Most of these sites contain numerous individual manufacturing operations, particularly at the Company's larger sites. Asset retirement obligations are recorded in the period in which they are incurred and reasonably estimable, including those obligations for which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the Company. Retirement of assets may involve such efforts as remediation and treatment of asbestos, contractually required demolition, and other related activities, depending on the nature and location of the assets, and are typically realized only upon demolition of those facilities. In identifying asset retirement obligations, the Company considers identification of legally enforceable obligations, changes in existing law, estimates of potential settlement dates and the calculation of an appropriate discount rate to be used in calculating the fair value of the obligations. Dow has a well-established global process to identify, approve and track the demolition of retired or to-be-retired facilities; no assets are retired from service until this process has been followed. Dow typically forecasts demolition projects based on the usefulness of the assets; environmental, health and safety concerns; and other similar considerations. Under this process, as demolition projects are identified and approved, reasonable estimates may then be determined for the time frames during which any related asset retirement obligations are expected to be settled. For those assets where a range of potential settlement dates may be reasonably estimated, obligations are recorded.

       Assets that have not been submitted/reviewed for potential demolition activities are considered to have continued usefulness and are generally still operating "normally." Therefore, without a plan to demolish the assets or the expectation of a plan, such as shortening the useful life of assets for depreciation purposes under the requirements of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," Dow is unable to reasonably forecast a time frame to use for present value calculations. As such, Dow has not recognized obligations for individual plants/buildings at its 150 manufacturing sites where estimates of potential settlement dates cannot be reasonably made. In addition, the Company has not recognized conditional asset retirement obligations for the capping of its approximately 50 underground storage wells at Dow-owned sites when there are no plans or expectations of plans to exit the sites. Dow routinely reviews all changes to the list of items under consideration for demolition to determine if an adjustment to the value of the asset retirement obligation is required.

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       Adoption of FIN No. 47 on December 31, 2005 resulted in the recognition of an asset retirement obligation of $34 million and a charge of $20 million (net of tax of $12 million), which was included in "Cumulative effect of change in accounting principle" in the fourth quarter of 2005. The discount rate used to calculate the Company's asset retirement obligations was 4.6 percent.

       In accordance with FIN No. 47, the Company has recognized conditional asset retirement obligations related to asbestos encapsulation as a result of planned demolition and remediation activities at manufacturing and administrative sites in the United States, Canada and Europe. At December 31, 2006, the aggregate carrying amount of conditional asset retirement obligations recognized by the Company was $49 million ($34 million at December 31, 2005). The discount rate used to calculate the Company's asset retirement obligations was 4.6 percent. These obligations are included in the consolidated balance sheets as "Other noncurrent obligations."

       If the conditional asset retirement obligation measurement and recognition provisions of FIN No. 47 had been in effect on January 1, 2005, the aggregate carrying amount of those obligations on that date would have been $32 million. If the amortization of asset retirement cost and accretion of asset retirement obligation provisions of FIN No. 47 had been in effect during 2004 and 2005, the impact on "Income before Cumulative Effect of Change in Accounting Principle" and "Net Income Available for Common Stockholders" each year would have been immaterial. Further, the impact on earnings per common share (both basic and diluted) would have been less than $0.01.

       See Note J for the Company's disclosures related to asset retirement obligations.

Other Accounting Pronouncements

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs – an amendment of ARB No. 43, Chapter 4," which clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) and also requires that the allocation of fixed production overhead be based on the normal capacity of the production facilities. SFAS No. 151 was effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Because the Company previously used nameplate capacity to calculate product costs, the adoption of SFAS No. 151 on January 1, 2006 had an immaterial favorable impact on the Company's consolidated financial statements in the first quarter of 2006.

       In December 2004, the FASB issued FSP No. FAS 109-2, "Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004," which provides a practical exception to the SFAS No. 109 requirement to reflect the effect of a new tax law in the period of enactment by allowing additional time beyond the financial reporting period to evaluate the effects on plans for reinvestment or repatriation of unremitted foreign earnings. The American Jobs Creation Act of 2004 (the "AJCA") introduced a special one-time dividends received deduction on the repatriation of certain foreign earnings to a U.S. taxpayer, provided certain criteria are met. In May 2005, tax authorities released the clarifying language necessary to enable the Company to finalize its plan for the repatriation and reinvestment of foreign earnings subject to the requirements of the AJCA, resulting in a credit of $113 million to "Provision for income taxes" in the second quarter of 2005.

       In April 2006, the FASB issued FSP No. FIN 46(R)-6, "Determining the Variability to Be Considered in Applying FASB Interpretation No. 46(R)." The guidance in this FSP was applicable prospectively to all entities (including newly created entities) and when a reconsideration event has occurred pursuant to paragraph 7 of FIN No. 46(R), beginning the first day of the first reporting period beginning after June 15, 2006. Beginning July 1, 2006, the Company will apply the guidance of this FSP when circumstances require the application of FIN No. 46(R).

       In September 2006, the U.S. Securities and Exchange Commission (the "SEC") issued Staff Accounting Bulletin ("SAB") No. 108, which expresses the views of the SEC staff regarding the process of quantifying financial statement misstatements. SAB No. 108 provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. The guidance of this SAB is effective for annual financial statements covering the first fiscal year ending after November 15, 2006, which is December 31, 2006 for the Company. SAB No. 108 did not have an impact on the Company's consolidated financial statements.

       In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R)." This Statement, which is effective December 31, 2006 for the Company, requires employers to recognize the funded status of defined benefit postretirement plans as an asset or liability on the balance sheet and to recognize changes in that funded status through comprehensive income. SFAS No. 158 also establishes the measurement date of plan assets and obligations as the date of the employer's fiscal year end, and provides for additional annual disclosures. Dow currently uses a December 31 measurement date for all of its plans, consistent with its fiscal year end. See Note L for the impact of adopting this Statement.

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SAB No. 74 Disclosures for Accounting Standards Issued But Not Yet Adopted

In June 2006, the FASB issued FIN No. 48, "Accounting for Uncertainty in Income Taxes," which clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with SFAS No. 109, "Accounting for Income Taxes." This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN No. 48 is effective for fiscal years beginning after December 15, 2006. Pending further guidance from the FASB, the Company expects to increase liabilities and reduce retained earnings $200-$400 million due to the adoption of this interpretation in the first quarter of 2007.

       In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements," which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements and is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of adopting this Statement.

NOTE B – RESTRUCTURING

2006 Restructuring

On August 29, 2006, the Company's Board of Directors approved a plan to shut down a number of assets around the world as the Company continues its drive to improve the competitiveness of its global operations. As a consequence of these shutdowns, which are scheduled to be completed by the end of 2008, and other optimization activities, the Company recorded pretax restructuring charges totaling $579 million in the third quarter of 2006. The charges consisted of asset write-downs and write-offs of $327 million, costs associated with exit or disposal activities of $171 million and severance costs of $81 million. In the fourth quarter of 2006, the Company recorded a net $12 million adjustment to the third quarter restructuring charges, which included an $8 million reduction of the severance costs due to the redeployment of approximately 130 employees in Europe and Brazil; a loss of $19 million on the sale of a facility that was sold rather than shut down; and costs of $1 million related to the dissolution of a joint venture in China. The impact of the charges is shown as "Restructuring charges" in the consolidated statements of income and was reflected in the Company's segment results as follows:

2006 Restructuring Charges by Operating Segment          In millions	Impairment of Long-Lived Assets and Other Intangible Assets	Costs associated with Exit or Disposal Activities	Severance Costs		Total
Performance Plastics	$174	$68	–	$	242
Performance Chemicals	10	2	–		12
Basic Plastics	15	1	–		16
Basic Chemicals	129	55	–		184
Unallocated and Other	18	46	$73		137
Total	$346	$172	$73	$	591

Details regarding the components of the restructuring charges are included below:

Impairment of Long-Lived Assets and Other Intangible Assets

The restructuring charges related to the write-down or write-off of assets in 2006 totaled $346 million and included the impact of plant closures of $269 million. The most significant plant closures affect Dow's facilities in Porto Marghera, Italy, and Fort Saskatchewan, Alberta, and Sarnia, Ontario, Canada. Details regarding these shutdowns are as follows:

•

In Porto Marghera, Italy, the Company's toluene diisocyanate ("TDI") plant was shut down for planned maintenance in early August 2006. Business fundamentals in the TDI business were weak due to excess global capacity. As a result, the Company decided to permanently close the facility at the end of August, resulting in a $115 million write-down of the net book value of the related buildings, machinery and equipment against the Performance Plastics segment in the third quarter of 2006.

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•

Substantial capital costs would be required to address efficiency issues at the Company's chlor-alkali and direct chlorination ethylene dichloride plants in Fort Saskatchewan, Alberta, Canada. Based on an analysis of the discounted future cash flows, management determined that an investment in these facilities could not be justified. As a result, the Company shut down the facilities at the end of October 2006, resulting in a $74 million write-down of the net book value of the related buildings, machinery and equipment against the Basic Chemicals segment in the third quarter of 2006.

•

Assessments by the businesses located in Sarnia, Ontario, Canada, were triggered by the suspension of ethylene shipments through the Cochin Pipeline, a subsidiary of BP Canada Energy Resources Company, due to safety concerns. The assessments highlighted a variety of issues related to the effectiveness, efficiency and long-term sustainability of the Sarnia-based assets. Based on these assessments, the Company decided to cease all production activity at the Sarnia site by the end of 2008 as follows:

•

The low density polyethylene plant was shut down in the third quarter of 2006.

•

The polystyrene plant ceased production in December 2006.

•

Latex production from the UCAR Emulsion Systems facility and the polyols plant will shut down by year-end 2008.

The closure of manufacturing plants in 2006 resulted in a $24 million write-down of the net book value of the machinery and equipment in the third quarter of 2006 (with $11 million reflected in Performance Plastics, $10 million in Basic Plastics, and $3 million in Unallocated and Other).

       In addition to the larger shutdowns described above, the restructuring charges for plant closures included $56 million related to the shutdown of several small production facilities, a terminal, and a research and development facility.

       The restructuring charges in the third quarter of 2006 also included the write-off of capital project spending ($47 million) and technology assets ($18 million) which the Company determined to be of no further value, as well as spare parts and catalyst inventories ($12 million) associated with the plant closures. These write-offs were principally related to the businesses involved in the shutdown of assets and were therefore reflected in the results of various operating segments.

Costs Associated with Exit or Disposal Activities

The restructuring charges for costs associated with exit or disposal activities totaled $172 million in 2006 and included contract termination fees of $65 million, environmental remediation of $60 million, pension curtailment costs and termination benefits of $33 million, and asbestos abatement of $14 million.

       Contract termination fees of $65 million represent the Company's best estimate of the fair value to negotiate the settlement of the early cancellation of several supply agreements principally related to the shutdown of manufacturing assets primarily within the Performance Plastics segment.

       The restructuring charges for environmental remediation of $60 million and asbestos abatement of $14 million principally related to the shutdown of the Company's facilities in Canada. The charges were therefore reflected in various operating segments.

       According to the restructuring plan for Canada, the chlor-alkali and direct chlorination ethylene dichloride plants in Fort Saskatchewan were shut down at the end of October 2006; the Sarnia site will cease all production by the end of 2008. As such, for purposes of calculating the Company's obligation associated with Dow's defined benefit plans in Canada, the expected years of future service of active employees has been significantly reduced. In addition, the Company is obligated to provide certain termination benefits. As a result, the restructuring charge included pension curtailment costs and termination benefits of $33 million in 2006. These costs were reflected in Unallocated and Other.

Severance Costs

As a result of the Company's plans to shutdown assets around the world, and conduct other optimization activities principally in Europe, the restructuring charges recorded in the third quarter of 2006 included severance of $81 million for the separation of approximately 940 employees, under the terms of Dow's ongoing benefit arrangements, primarily over the next two years. These costs were charged against Unallocated and Other. In the fourth quarter of 2006, the severance accrual was reduced by $8 million due to the redeployment of approximately 130 employees. At December 31, 2006, severance of $4 million had been paid to 115 employees and a liability of $69 million remained for approximately 695 employees.

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       The following table summarizes the activities related to the Company's restructuring reserve:

2006 Restructuring Activities       In millions		Impairment of Long-Lived Assets and Other Intangible Assets		Costs associated with Exit or Disposal Activities	Severance Costs			Total
Restructuring charges incurred in third quarter of 2006	$	327		$171	$81		$	579
Adjustments to reserve		19		1	(8	)		12
Cash payments		–		(1)	(4	)		(5	)
Charges against reserve		(346	)	–	–			(346	)
Reserve balance at December 31, 2006		–		$171	$69		$	240

       Dow expects to incur future costs related to its restructuring activities, as the Company continually looks for ways to enhance the efficiency and cost effectiveness of its operations, to ensure competitiveness across its businesses and across geographic areas. Future costs are expected to include demolition costs related to the closed facilities, which will be recognized as incurred. The Company also expects to incur additional employee-related costs, including involuntary termination benefits, related to its other optimization activities, and pension plan settlement costs. These costs cannot be reasonably estimated at this time.

2005 Restructuring

In the fourth quarter of 2005, the Company recorded pretax charges totaling $114 million related to restructuring activities, as the Company continued to focus on financial discipline and made additional decisions regarding noncompetitive and underperforming assets, as well as decisions regarding the consolidation of manufacturing capabilities. The charges included costs of $67 million related to the closure of approximately 20 small plants around the world, losses of $12 million on asset sales, the write-off of an intangible asset of $10 million and employee-related expenses of $25 million (paid to 197 employees in the fourth quarter of 2005). The total of these charges is shown as "Restructuring charges" in the consolidated statements of income. The charges were recorded against the Company's operating segments as follows: $28 million against Performance Plastics, $14 million against Performance Chemicals, $9 million against Agricultural Sciences, $12 million against Basic Plastics and $3 million against Basic Chemicals. Charges to Unallocated and Other amounted to $48 million.

2004 Restructuring

In the second quarter of 2004, the Company recorded pretax charges of $543 million related to restructuring activities. The charges included asset impairments of $99 million related to the future sale or shutdown of facilities; the recognition of a liability of $148 million associated with a loan guarantee for Cargill Dow LLC ("Cargill Dow"); and employee-related restructuring charges of $296 million. The impact of the transactions is shown as "Restructuring charges" in the consolidated statements of income. Additional information regarding these activities is included below.

Impairment of Long-Lived Assets and Other Intangible Assets

In the second quarter of 2004, the Company recorded asset impairments totaling $99 million related to the future sale or shutdown of facilities as follows:

•

In the fourth quarter of 2003, Biopharmaceutical Contract Manufacturing Services ("BCMS"), located in Smithfield, Rhode Island, lost its contract manufacturing relationship with its largest customer. After a review of the business and site was completed in the second quarter of 2004, the Company decided to seek bids to sell BCMS. Based on indications of interest from potential buyers, the assets were written down to their fair value in the second quarter, with a $60 million charge against the Performance Chemicals segment. In the third quarter of 2004, the business was sold.

•

In the second quarter of 2004, the Company recorded asset impairments totaling $39 million for the second quarter shutdown of a latex manufacturing facility ($8 million), the pending sale of a marine terminal ($10 million) and the results of a cash flow analysis of the Company's DAXAD™ dispersant and glycine businesses ($21 million). The impairments resulted in charges against the Performance Chemicals segment of $29 million and Unallocated and Other of $10 million. The sale of the marine terminal was completed in the third quarter of 2004. The Company completed the sale of the DAXAD™ dispersant and glycine businesses in the fourth quarter of 2005. See Note G regarding a goodwill write-off associated with the DAXAD™ dispersant and glycine businesses.

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Recognition of Liability Related to Loan Guarantee

In the second quarter of 2004, the Company completed an assessment of Cargill Dow, a 50:50 joint venture with Cargill, Incorporated ("Cargill"). Based on that assessment, the Company concluded that it was probable that its portion of a loan guarantee in place for Cargill Dow would be called, and recognized a liability of $148 million in the second quarter with a charge to Unallocated and Other.

       In January 2005, the Company contributed $170 million to Cargill Dow and obtained a release from its commitments with respect to Cargill Dow's debt obligations. On January 31, 2005, Dow transferred its 50 percent interest in Cargill Dow to Cargill.

Employee-Related Restructuring Charges

In the second quarter of 2004, the Company recorded employee-related restructuring charges totaling $296 million. The charges resulted from decisions made by management in the second quarter relative to employment levels as the Company restructured its business organization and finalized plans for additional plant shutdowns and divestitures. The charges included severance of $225 million for a workforce reduction of 2,455 people, most of whom ended their employment with Dow by the end of the third quarter of 2004, and curtailment costs of $71 million associated with Dow's defined benefit plans (see Note L). The charges were included in the results of Unallocated and Other.

       In 2005, the severance accrual was reduced by $12 million (reflected in "Cost of sales") due to the redeployment of approximately 120 employees. Severance of $213 million related to this restructuring program was paid to 2,454 former employees, bringing the 2004 employee-related restructuring program to a close.

NOTE C – DIVESTITURES

On June 30, 2004, Dow and Petrochemical Industries Company ("PIC") of Kuwait, a wholly owned subsidiary of Kuwait Petroleum Corporation, formed two new joint ventures designed to further develop the commercial relationship of the two companies in the petrochemical industry. The joint ventures are:

•

MEGlobal, a 50:50 joint venture for the manufacture and marketing of monoethylene glycol and diethylene glycol ("EG").

•

Equipolymers, a 50:50 joint venture for the manufacture of purified terephthalic acid ("PTA") and the manufacture and marketing of polyethylene terephthalate resins ("PET").

       The joint ventures combined Dow's strong existing asset base, technology position and market presence with PIC's commitment to increasing its investment in downstream petrochemical markets. The formation of the joint ventures was an important step in Dow's strategy of pursuing cost advantaged feedstock positions to supply growing markets, and in reducing Dow's capital intensity. MEGlobal and Equipolymers strengthen the integration of these ethylene derivative businesses by strategically shifting future growth to cost-advantaged locations.

       To form MEGlobal, Dow sold a 50 percent interest in its Canadian EG manufacturing assets (included in the Basic Chemicals segment) to PIC for $635 million. Dow and PIC each contributed their respective interests in the Canadian EG manufacturing assets to form the joint venture. The carrying amount of the assets sold included: manufacturing facilities of $24 million, an investment in a nonconsolidated affiliate of $12 million and inventories of $11 million. MEGlobal produces EG using ethylene purchased from Dow pursuant to a market-based agreement. Proceeds from the sale included a pre-payment of the ethylene supply agreement of $121 million, which is being recognized over the life of the contract based on units of production. MEGlobal also markets excess EG produced in Dow's plants in the United States and Europe and EG produced by affiliates of Dow and PIC. EG is used as a raw material in the manufacture of polyester fibers, PET, antifreeze formulations and other industrial products.

       To form Equipolymers, Dow sold a 50 percent interest in its PET/PTA business (included in the Basic Plastics segment), which included manufacturing assets in Germany and Italy, to PIC for $210 million. Dow and PIC each contributed their respective interests in the PET/PTA business to form the joint venture. The carrying amount of the assets sold included: manufacturing facilities of $39 million, receivables of $24 million, goodwill of $22 million, inventories of $21 million, payables of $16 million and other liabilities of $4 million. PTA is a key raw material for the production of PET. PET is a high quality plastic used in the packaging industry, particularly for the production of beverage, food and other liquid containers. See Note G regarding the reduction of goodwill related to the formation of Equipolymers.

       The Company recorded a gain on the sale of the Canadian EG assets of $439 million (included in the Basic Chemicals segment) and a gain on the sale of the PET/PTA business of $124 million (included in the Basic Plastics segment) in the second quarter of 2004. The total of these gains is shown as "Gain on asset divestitures related to formation of nonconsolidated affiliates" in the consolidated statements of income.

       On July 1, 2004, Dow began accounting for the joint ventures using the equity method of accounting. Dow's share of the earnings/losses of MEGlobal are reflected in the results for the Basic Chemicals segment; Dow's share of the earnings/losses of Equipolymers are reflected in the results for the Basic Plastics segment.

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NOTE D – INVENTORIES

The following table provides a breakdown of inventories:

Inventories at December 31
In millions		2006		2005
Finished goods	$	3,498	$	2,941
Work in process		1,319		1,247
Raw materials		672		645
Supplies		569		486
Total inventories	$	6,058	$	5,319

       The reserves reducing inventories from a FIFO basis to a LIFO basis amounted to $1,092 million at December 31, 2006 and $1,149 million at December 31, 2005. Inventories valued on a LIFO basis, principally hydrocarbon and U.S. chemicals and plastics product inventories, represented 38 percent of the total inventories at December 31, 2006 and 37 percent of total inventories at December 31, 2005.

       A reduction of certain inventories resulted in the liquidation of some of the Company's LIFO inventory layers, increasing pretax income $97 million in 2006, $110 million in 2005 and $154 million in 2004.

NOTE E – PROPERTY

Property at December 31	Estimated
In millions	Useful Lives (Years	)		2006		2005
Land	–		$	582	$	518
Land and waterway improvements	15-25			1,206		1,147
Buildings	5-55			3,376		3,339
Machinery and equipment	3-20			33,457		31,831
Utility and supply lines	5-20			2,133		2,000
Other property	3-30			1,982		1,757
Construction in progress	–			1,645		1,342
Total property			$	44,381	$	41,934

In millions	2006	2005	2004
Depreciation expense	$1,904	$1,904	$1,904
Manufacturing maintenance and repair costs	$1,376	$1,289	$1,182
Capitalized interest	$73	$56	$48

NOTE F – NONCONSOLIDATED AFFILIATES AND RELATED COMPANY TRANSACTIONS

The Company's investments in related companies accounted for by the equity method ("nonconsolidated affiliates") were $2,735 million at December 31, 2006 and $2,285 million at December 31, 2005. At December 31, 2006, the carrying amount of the Company's investments in nonconsolidated affiliates was $65 million more than its share of the investees' net assets, exclusive of Dow Corning Corporation ("Dow Corning"), MEGlobal, Equipolymers and EQUATE Petrochemical Company K.S.C. ("EQUATE"), which are discussed separately below. This difference was $61 million at December 31, 2005. See Note C regarding the formation of MEGlobal and Equipolymers on June 30, 2004.

       On May 15, 1995, Dow Corning, in which the Company is a 50 percent shareholder, voluntarily filed for protection under Chapter 11 of the U.S. Bankruptcy Code (see Note J). As a result, the Company fully reserved its investment in Dow Corning and reserved its 50 percent share of equity earnings from that time through the third quarter of 2000. A difference between the Company's 50 percent share of the underlying equity of Dow Corning and the carrying value of this investment has existed since May 1995. In November 2000, following affirmation of the Bankruptcy Court's order confirming the Joint Plan of Reorganization (the "Joint Plan"), the Company reviewed the value of its investment in Dow Corning, revised its assessment of the recoverability of its investment, and determined that it had adequately provided for the other-than-

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temporary decline associated with the bankruptcy. On June 1, 2004, Dow Corning's Joint Plan became effective and Dow Corning emerged from bankruptcy. The Company considers the difference between the carrying value of its investment in Dow Corning and its 50 percent share of Dow Corning's equity to be permanent. The difference was $227 million at December 31, 2006 and $222 million at December 31, 2005.

       At December 31, 2006, the Company's investment in MEGlobal was $281 million less than the Company's proportionate share of MEGlobal's underlying net assets (and $289 million less at December 31, 2005). This amount represents the difference between the value of certain assets of the joint venture and the Company's related valuation on a U.S. GAAP basis, of which $91 million is being amortized over the remaining useful lives of the assets and $190 million represents the Company's share of the joint venture's goodwill.

       At December 31, 2006, the Company's investment in Equipolymers was $49 million less than the Company's proportionate share of Equipolymers' underlying net assets (and $50 million less at December 31, 2005). This amount represents the difference between the value of certain assets of the joint venture and the Company's related valuation on a U.S. GAAP basis, of which $12 million is being amortized over the remaining useful lives of the assets and $37 million represents the Company's share of the joint venture's goodwill.

       At December 31, 2006, the Company's investment in EQUATE was $17 million less than its proportionate share of the underlying net assets (and $34 million less at December 31, 2005). This amount represents the difference between EQUATE's value of certain assets and the Company's related valuation on a U.S. GAAP basis and as such is being amortized over the remaining useful life of those assets.

       In November 2004, Union Carbide Corporation ("Union Carbide") sold a 2.5 percent interest in EQUATE to National Bank of Kuwait for $104 million. In March 2005, these shares were sold to private Kuwaiti investors thereby completing the restricted transfer and reducing Union Carbide's ownership interest from 45 percent to 42.5 percent. A pretax gain of $70 million was recorded in the first quarter of 2005 related to the sale of these shares.

       On January 3, 2005, the Company and E.I. du Pont de Nemours and Company ("DuPont") announced that the Company had exercised its option to acquire certain assets relating to ethylene elastomers and chlorinated elastomers from DuPont Dow Elastomers L.L.C. ("DDE"), including ENGAGE™, NORDEL™ and TYRIN™ elastomers, through an equity redemption transaction involving the Company's equity interest in DDE. As a result of this option exercise, DuPont purchased the Company's remaining equity interest in DDE for $87 million; the dissolution of the joint venture, which was completed on June 30, 2005, resulted in a pretax gain of $31 million in the second quarter of 2005. The Company decreased its investment in nonconsolidated affiliates and recorded $324 million in net property, $122 million in inventories, and $48 million in other net assets.

       On November 30, 2005, Union Carbide completed the sale of its indirect 50 percent interest in UOP LLC ("UOP") to a wholly owned subsidiary of Honeywell International, Inc. for a purchase price of $867 million, resulting in a pretax gain of $637 million in the fourth quarter of 2005.

       Dow's principal nonconsolidated affiliates and the Company's direct or indirect ownership interest for each at December 31, 2006, 2005 and 2004 are shown below:

Principal Nonconsolidated Affiliates at December 31		Ownership Interest
		2006	2005	2004
Compañía Mega S.A.		28%	28%	28%
Dow Corning Corporation		50%	50%	50%
DuPont Dow Elastomers L.L.C.		–	–	50%
EQUATE Petrochemical Company K.S.C.		42.5%	42.5%	45%
Equipolymers		50%	50%	50%
MEGlobal		50%	50%	50%
The OPTIMAL Group:
	OPTIMAL Chemicals (Malaysia) Sdn Bhd	50%	50%	50%
	OPTIMAL Glycols (Malaysia) Sdn Bhd	50%	50%	50%
	OPTIMAL Olefins (Malaysia) Sdn Bhd	23.75%	23.75%	23.75%
The Siam Group:
	Pacific Plastics (Thailand) Limited	49%	49%	49%
	Siam Polyethylene Company Limited	49%	49%	49%
	Siam Polystyrene Company Limited	49%	49%	49%
	Siam Styrene Monomer Co., Ltd.	49%	49%	49%
	Siam Synthetic Latex Company Limited	49%	49%	49%
UOP LLC		–	–	50%

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       The Company's investment in these companies was $2,079 million at December 31, 2006 and $1,765 million at December 31, 2005. Equity earnings were $830 million in 2006, $859 million in 2005 and $886 million in 2004 from these companies. All of the nonconsolidated affiliates in which the Company has investments are privately held companies; therefore, quoted market prices are not available. The summarized financial information presented below represents the combined accounts (at 100 percent) of the principal nonconsolidated affiliates.

Summarized Balance Sheet Information at December 31
In millions				2006		2005
Current assets			$	5,701	$	5,112
Noncurrent assets				7,555		6,539
Total assets			$	13,256	$	11,651
Current liabilities			$	2,484	$	2,462
Noncurrent liabilities				4,858		3,769
Total liabilities			$	7,342	$	6,231
Summarized Income Statement Information
In millions		2006		2005 (1)		2004 (2)
Sales	$	11,738	$	12,744	$	10,729
Gross profit		$3,024		$3,063		$3,382
Net income		$1,868		$1,927		$1,838
(1) The summarized income statement information for 2005 includes the results for DDE from January 1, 2005 through June 30, 2005, and the results for UOP from January 1, 2005 through November 30, 2005.
(2) The summarized income statement information for 2004 includes the results for MEGlobal and Equipolymers from July 1, 2004 through December 31, 2004.

       Dividends received from the Company's nonconsolidated affiliates were $616 million in 2006, $495 million in 2005 and $370 million in 2004.

       The Company has service agreements with some of these entities, including contracts to manage the operations of manufacturing sites and the construction of new facilities; licensing and technology agreements; and marketing, sales, purchase and lease agreements.

       Excess ethylene glycol produced in Dow's plants in the United States and Europe is sold to MEGlobal and represented 2 percent of total net sales in 2006, 2005 and 2004. The impact of these sales to MEGlobal by operating segment is summarized below:

Impact of Sales to MEGlobal by Operating Segment
Percent of segment sales	2006		2005		2004
Basic Chemicals	15	%	15	%	12	%
Hydrocarbons and Energy	4	%	4	%	2	%

       Overall, transactions with nonconsolidated affiliates and balances due to and due from these entities were not material to the consolidated financial statements.

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NOTE G – GOODWILL AND OTHER INTANGIBLE ASSETS

The following table shows changes in the carrying amount of goodwill for the year ended December 31, 2006, by operating segment:

Goodwill In millions		Performance Plastics		Performance Chemicals		Agricultural Sciences		Basic Plastics		Hydrocarbons and Energy		Total
Goodwill at December 31, 2005	$	913	$	750	$	1,320	$	94	$	63	$	3,140
Goodwill related to acquisition of Zhejiang Omex Environmental Engineering Co. LTD		–		100		–		–		–		100
Goodwill related to acquisition of additional interest in RUS Polyurethanes Holding B.V.		2		–		–		–		–		2
Goodwill at December 31, 2006	$	915	$	850	$	1,320	$	94	$	63	$	3,242

       On July 11, 2006, FilmTec Corporation, a wholly owned subsidiary of the Company, completed the acquisition of Zhejiang Omex Environmental Engineering Co. LTD. The initial recording of the acquisition resulted in goodwill of $100 million, none of which is expected to be deductible for tax purposes. Final determination of the fair values to be assigned to the assets acquired may result in adjustments to the preliminary values assigned at the date of acquisition.

Goodwill Impairments

During the fourth quarter of 2006, the Company performed impairment tests for goodwill in conjunction with its annual budgeting process. As a result of this review, it was determined that no goodwill impairments existed.

       In the first quarter of 2004, the Company made the decision to discontinue production of HAMPOSYL™ surfactants manufactured by Hampshire Chemical, following a period of time during which the Specialty Chemicals business had experienced a significant decline in sales of these surfactants. The Company's efforts to reach an acceptable agreement to sell this line of business were unsuccessful. As a result of the decision to discontinue production, the Company wrote off goodwill of $13 million (included in "Amortization of intangibles") associated with this line of business in the Performance Chemicals segment. The manufacturing facility was shut down in the third quarter of 2004; demolition was substantially completed in 2005.

       In the second quarter of 2004, the Company wrote off goodwill of $18 million (included in "Restructuring charges") associated with the DAXAD™ dispersant and glycine businesses (Performance Chemicals segment), following the completion of an impairment calculation related to a continued decline in the sales of this line of products manufactured by Hampshire Chemical. See Note B for additional information.

Other Intangible Assets

The following table provides information regarding the Company's other intangible assets:

Other Intangible Assets at December 31		2006							2005
In millions			Gross Carrying Amount		Accumulated Amortization			Net	Gross Carrying Amount		Accumulated Amortization			Net
Intangible assets with finite lives:
	Licenses and intellectual property	$	234	$	(142	)	$	92	$264	$	(138	)	$	126
	Patents		148		(117	)		31	147		(103	)		44
	Software		452		(269	)		183	362		(224	)		138
	Trademarks		133		(40	)		93	136		(37	)		99
	Other		110		(52	)		58	86		(50	)		36
	Total other intangible assets	$	1,077	$	(620	)	$	457	$995	$	(552	)	$	443

       During 2006, the Company acquired software for $76 million. The weighted-average amortization period for the acquired software is five years.

       In 2006, the Company entered into a non-competition agreement with an estimated fair value of $31 million associated with the acquisition of Zhejiang Omex Environmental Engineering Co. LTD (included in "Other" in the above table). The amortization period is the five-year term of the agreement.

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       In 2006, the Company wrote off obsolete technology assets (from "Licenses and intellectual property" in the above table) with a net book value of $18 million in conjunction with other restructuring activities (see Note B). The write-off was included in "Restructuring charges" in the consolidated statements of income and reflected in the Performance Plastics segment ($15 million) and Unallocated and Other ($3 million).

       In 2005, following a review of non-strategic and underperforming assets, the Company wrote off the $10 million net book value of other intangible assets received in a 1992 acquisition. The charge was included in "Restructuring charges" in the Unallocated and Other segment.

       The following table provides information regarding amortization expense:

Amortization Expense
In millions		2006		2005		2004
Other intangible assets, excluding software	$	50	$	55	$	68
Software, included in "Cost of sales"	$	45	$	45	$	41

       Total estimated amortization expense for the next five fiscal years is as follows:

Estimated Amortization Expense for Next Five Years In millions
2007	$	89
2008	$	85
2009	$	77
2010	$	72
2011	$	17

NOTE H – FINANCIAL INSTRUMENTS

Investments

The Company's investments in marketable securities are primarily classified as available-for-sale.

Investing Results
In millions		2006			2005			2004
Proceeds from sales of available-for-sale securities	$	1,305		$	1,180		$	1,673
Gross realized gains		$55			$52			$41
Gross realized losses		$(42	)		$(19	)		$(9	)

       The following table summarizes the contractual maturities of the Company's investments in debt securities:

Contractual Maturities of Debt Securities at December 31, 2006
In millions		Amortized Cost		Fair Value
Within one year	$	313	$	312
One to five years		409		404
Six to ten years		264		273
After ten years		450		448
Total	$	1,436	$	1,437

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Risk Management

The Company's risk management program for interest rate, foreign currency and commodity risks is based on fundamental, mathematical and technical models that take into account the implicit cost of hedging. Risks created by derivative instruments and the mark-to-market valuations of positions are strictly monitored at all times. The Company uses value at risk and stress tests to monitor risk. Credit risk arising from these contracts is not significant because the counterparties to these contracts are primarily major international financial institutions and, to a lesser extent, major chemical and petroleum companies. The Company does not anticipate losses from credit risk. The net cash requirements arising from risk management activities are not expected to be material in 2007. The Company reviews its overall financial strategies and impacts from using derivatives in its risk management program with the Company's Office of the Chief Executive and the Board of Directors' Audit Committee and revises its strategies as market conditions dictate.

       The Company minimizes concentrations of credit risk through its global orientation in diverse businesses with a large number of diverse customers and suppliers. No significant concentration of credit risk existed at December 31, 2006.

Interest Rate Risk Management

The Company enters into various interest rate contracts with the objective of lowering funding costs or altering interest rate exposures related to fixed and variable rate obligations. In these contracts, the Company agrees with other parties to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated on an agreed-upon notional principal amount.

Foreign Currency Risk Management

The Company's global operations require active participation in foreign exchange markets. The Company enters into foreign exchange forward contracts and options, and cross-currency swaps to hedge various currency exposures or create desired exposures. Exposures primarily relate to assets, liabilities and bonds denominated in foreign currencies, as well as economic exposure, which is derived from the risk that currency fluctuations could affect the dollar value of future cash flows related to operating activities. The primary business objective of the activity is to optimize the U.S. dollar value of the Company's assets, liabilities and future cash flows with respect to exchange rate fluctuations. Assets and liabilities denominated in the same foreign currency are netted, and only the net exposure is hedged. At December 31, 2006, the Company had forward contracts, options and cross-currency swaps to buy, sell or exchange foreign currencies. These contracts, options and cross-currency swaps had various expiration dates, primarily in the first quarter of 2007.

Commodity Risk Management

The Company has exposure to the prices of commodities in its procurement of certain raw materials. The primary purpose of commodity hedging activities is to manage the price volatility associated with these forecasted inventory purchases. At December 31, 2006, the Company had futures contracts, options and swaps to buy, sell or exchange commodities. These agreements had various expiration dates in 2007 and 2008.

Fair Value of Financial Instruments at December 31
		2006							2005
In millions		Cost		Gain	Loss		Fair Value		Cost		Gain	Loss		Fair Value
Marketable securities:
	Debt securities	$1,436		$16	$(15	)	$1,437		$1,349		$12	$(22	)	$1,339
	Equity securities	645		48	(29	)	664		680		28	(26	)	682
Total marketable securities		$2,081		$64	$(44	)	$2,101		$2,029		$40	$(48	)	$2,021
Long-term debt including debt due within one year (1)		$(9,327	)	$2	$(380	)	$(9,705	)	$(10,465	)	$7	$(594	)	$(11,052	)
Derivatives relating to:
	Foreign currency	–		$39	$(57	)	$(18	)	–		$35	$(41	)	$(6	)
	Interest rates	–		$9	$(20	)	$(11	)	–		$5	$(7	)	$(2	)
	Commodities	–		$29	$(48	)	$(19	)	–		$129	$(66	)	$63
(1) Cost includes fair value adjustments per SFAS No. 133 of $20 million in 2006 and $54 million in 2005.

       Cost approximates fair value for all other financial instruments.

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NOTE H – Financial Instruments – Continued

       The following tables provide the fair value and gross unrealized losses of the Company's investments that were deemed to be temporarily impaired at December 31, 2006 and 2005, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

Temporarily Impaired Securities at December 31, 2006
		Less than 12 months					12 months or more					Total
In millions			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Debt securities:
	U.S. Treasury obligations and direct obligations of U.S. government agencies	$	371	$	(2	)	$	149	$	(3	)	$	520	$	(5	)
	Federal agency mortgage-backed securities		28		–			36		(1	)		64		(1	)
	Corporate bonds		83		(2	)		152		(5	)		235		(7	)
	Other		10		–			63		(2	)		73		(2	)
Total debt securities		$	492	$	(4	)	$	400	$	(11	)	$	892	$	(15	)
Equity securities			86		(13	)		20		(16	)		106		(29	)
Total temporarily impaired securities		$	578	$	(17	)	$	420	$	(27	)	$	998	$	(44	)

Temporarily Impaired Securities at December 31, 2005
		Less than 12 months					12 months or more					Total
In millions			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Debt securities:
	U.S. Treasury obligations and direct obligations of U.S. government agencies	$	165	$	(2	)	$	48	$	(1	)	$	213	$	(3	)
	Federal agency mortgage-backed securities		282		(5	)		117		(3	)		399		(8	)
	Corporate bonds		148		(5	)		91		(4	)		239		(9	)
	Other		58		(1	)		37		(1	)		95		(2	)
Total debt securities		$	653	$	(13	)	$	293	$	(9	)	$	946	$	(22	)
Equity securities			255		(22	)		2		(1	)		257		(23	)
Total temporarily impaired securities		$	908	$	(35	)	$	295	$	(10	)	$	1,203	$	(45	)

       Portfolio managers and external investment managers regularly review all of the Company's holdings to determine if any investments are other-than-temporarily impaired. The analysis includes reviewing the amount of the temporary impairment, as well as the length of time it has been impaired. In addition, specific guidelines for each instrument type are followed to determine if an other-than-temporary impairment has occurred.

       For debt securities, the credit rating of the issuer, current credit rating trends and the trends of the issuer's overall sector are considered in determining impairment. As a matter of policy, the Company does not invest in debt securities that are below investment grade.

       For equity securities, the Company's investment guidelines require investment in Standard & Poor's ("S&P") 500 companies and allow investment in up to 25 companies outside of the S&P 500. These holdings are primarily large cap stocks and, therefore, the likelihood of them becoming other-than-temporarily impaired is not as high as with other less established companies. The Company has the ability and the intent to hold these investments until they provide an acceptable return.

       The aggregate cost of the Company's cost method investments totaled $80 million at December 31, 2006 and $71 million at December 31, 2005. Due to the nature of these investments, the fair market value for impairment testing is not readily determinable. These investments are reviewed for liquidation events. There were no material liquidation events or circumstances at December 31, 2006 that would result in an adjustment to the cost basis of these investments. Of the $71 million cost method investments at December 31, 2005, none were liquidated during 2006.

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Accounting for Derivative Instruments and Hedging Activities

At December 31, 2006, the Company had interest rate swaps in a net loss position of $12 million designated as fair value hedges of underlying fixed rate debt obligations. These hedges had various expiration dates in 2007 through 2011. At December 31, 2005, the Company had interest rate swaps in a net loss position of $1 million designated as fair value hedges of underlying fixed rate debt obligations. These hedges had various expiration dates in 2006 through 2011. The mark-to-market effects of both the fair value hedge instruments and the underlying debt obligations were recorded as unrealized gains and losses in interest expense and are directly offsetting to the extent the hedges are effective. The effective portion of the mark-to-market effects of cash flow hedge instruments is recorded in "Accumulated other comprehensive income (loss)" ("AOCI") until the underlying interest payment affects income. The net loss from previously terminated interest rate cash flow hedges included in AOCI at December 31, 2006 was $25 million after tax ($33 million after tax at December 31, 2005). The amount to be reclassified from AOCI to interest expense within the next 12 months is expected to be a net loss of $8 million. The unrealized amounts in AOCI will fluctuate based on changes in the fair value of open contracts at the end of each reporting period. Interest rate cash flow hedges outstanding at December 31, 2006 were immaterial. During 2006, 2005 and 2004, there was no material impact on the consolidated financial statements due to interest rate hedge ineffectiveness. Net gains recorded in interest expense related to fair value hedge terminations were $16 million in 2006, $20 million in 2005 and $26 million in 2004. Unamortized gains relating to terminated fair value hedges were $32 million at December 31, 2006 and $55 million at December 31, 2005. Net losses related to cash flow hedge terminations recorded in "Cost of sales" were $11 million in 2006, $11 million in 2005 and $13 million in 2004.

       Commodity swaps, futures and option contracts with maturities of not more than 36 months are utilized and designated as cash flow hedges of forecasted commodity purchases. Current open contracts hedge forecasted transactions until March 2008. The effective portion of the mark-to-market effect of the cash flow hedge instrument is recorded in AOCI until the underlying commodity purchase affects income. The net loss from commodity hedges included in AOCI at December 31, 2006 was $36 million after tax ($52 million after tax gain at December 31, 2005). A net after-tax loss of approximately $36 million is expected to be reclassified from AOCI to "Cost of sales" in the consolidated statements of income within the next 12 months. The unrealized amounts in AOCI will fluctuate based on changes in the fair value of open contracts at the end of each reporting period. During 2006, 2005 and 2004, there was no material impact on the consolidated financial statements due to commodity hedge ineffectiveness.

       In addition, the Company utilizes option and swap instruments that are effective as economic hedges of commodity price exposures, but do not meet the hedge accounting criteria of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended and interpreted. At December 31, 2006, the Company had derivative assets of $1 million and derivative liabilities of $37 million related to these instruments, with the related mark-to-market effects included in "Cost of sales" in the consolidated statements of income. At December 31, 2005, the Company had derivative assets of $2 million and derivative liabilities of $36 million related to these instruments.

       At December 31, 2006, the Company had foreign currency forward contracts in a net loss position of $2 million ($4 million at December 31, 2005) designated as cash flow hedges of underlying forecasted purchases of feedstocks in Europe. Current open contracts hedge forecasted transactions until March 2007. The effective portion of the mark-to-market effects of the foreign currency forward contracts is recorded in AOCI until the underlying feedstock purchase affects income. The net loss from the foreign currency hedges included in AOCI at December 31, 2006 was $1 million after tax ($4 million after tax at December 31, 2005). A net after-tax loss of approximately $1 million is expected to be reclassified from AOCI to "Cost of sales" in the consolidated statements of income within the next 12 months. The unrealized amounts in AOCI will fluctuate based on changes in the fair value of open contracts at the end of each reporting period. During 2006, 2005 and 2004, there was no material impact on the consolidated financial statements due to foreign currency hedge ineffectiveness.

       The results of hedges of the Company's net investment in foreign operations included in the cumulative translation adjustment in AOCI was a net loss of $174 million after tax at December 31, 2006 and a net gain of $66 million after tax at December 31, 2005. During 2006, 2005 and 2004, there was no material impact on the consolidated financial statements due to hedge ineffectiveness.

       Derivative assets, excluding commodity and foreign exchange derivative assets expected to settle in 2007, are included in "Deferred charges and other assets" in the consolidated balance sheets; commodity derivative assets expected to settle in 2007 are included in "Accounts and notes receivable – Other." Foreign exchange derivative liabilities are included in "Accounts payable – Other;" other derivative liabilities are included in "Accrued and other current liabilities." The short-cut method under SFAS No. 133 is being used when the criteria are met. The Company anticipates volatility in AOCI and net income from its cash flow hedges. The amount of volatility varies with the level of derivative activities and market conditions during any period. The Company also uses other derivative instruments that are not designated as hedging instruments, primarily to manage foreign currency exposure, the impact of which was not material to the consolidated financial statements.

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NOTE I – SUPPLEMENTARY INFORMATION

Accrued and Other Current Liabilities

"Accrued and other current liabilities" were $2,215 million at December 31, 2006 and $2,342 million at December 31, 2005. Accrued payroll, which is a component of "Accrued and other current liabilities," was $435 million at December 31, 2006 and $533 million at December 31, 2005. No other accrued liabilities were more than 5 percent of total current liabilities.

Sundry Income – Net
In millions		2006			2005			2004
Gain on sales of assets and securities (1)	$	156		$	806		$	129
Foreign exchange gain		21			20			8
Dividend income		6			7			6
Other – net (2)		(46	)		(78	)		(7	)
Total sundry income – net	$	137		$	755		$	136
(1) 2005 included a gain of $637 million on the sale of Union Carbide's indirect 50 percent interest in UOP and a gain of $70 million on the sale of a 2.5 percent interest in EQUATE, a Union Carbide joint venture. 2004 included a gain of $90 million on the sale of the DERAKANE epoxy vinyl ester resin business.
(2) 2006 included the recognition of a loss contingency of $85 million related to a fine imposed by the European Commission associated with synthetic rubber industry matters. See Note J for additional information. 2005 included a cash donation of $100 million to The Dow Chemical Company Foundation.

Other Supplementary Information
In millions	2006		2005	2004
Cash payments for interest	$673		$788	$780
Cash payments for income taxes	$1,390		$848	$553
Provision for doubtful receivables (1)	$(20	)	$58	$36
(1) Included in "Selling, general and administrative expenses" in the consolidated statements of income.

Earnings Per Share Calculations
	2006				2005						2004
In millions, except per share amounts		Basic		Diluted		Basic			Diluted			Basic		Diluted
Income before cumulative effect of change in accounting principle	$	3,724	$	3,724	$	4,535		$	4,535		$	2,797	$	2,797
Cumulative effect of change in accounting principle		–		–		(20	)		(20	)		–		–
Net income available for common stockholders	$	3,724	$	3,724	$	4,515		$	4,515		$	2,797	$	2,797
Weighted-average common shares outstanding		962.3		962.3		963.2			963.2			940.1		940.1
Add dilutive effect of stock options and awards		–		12.1		–			13.6			–		13.7
Weighted-average common shares for EPS calculations		962.3		974.4		963.2			976.8			940.1		953.8
Earnings per common share before cumulative effect of change in accounting principle		$3.87		$3.82		$4.71			$4.64			$2.98		$2.93
Earnings per common share		$3.87		$3.82		$4.69			$4.62			$2.98		$2.93
Stock options and deferred stock awards excluded from EPS calculations (1)				17.8					5.1					4.6
(1) Outstanding options to purchase shares of common stock (in all years presented) and deferred stock awards (in 2006 and 2005 only) that were not included in the calculation of diluted earnings per share because the effect of including them would have been antidilutive.

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Sales of Accounts Receivable

Since 1997, the Company has routinely sold, without recourse, a participation in pools of qualifying trade accounts receivable. According to the agreements of the various programs, Dow maintains the servicing of these receivables. As receivables in the pools are collected, new receivables are added. The maximum amount of receivables available for sale in the pools was $1,658 million in 2006, $1,593 million in 2005 and $1,681 million in 2004. The average monthly participation in the pools was $135 million in 2006, $349 million in 2005 and $535 million in 2004.

       The net cash flow in any given period represents the discount on sales, which is recorded as interest expense. The average monthly discount was not material in 2006, 2005 and 2004.

NOTE J – COMMITMENTS AND CONTINGENT LIABILITIES

Litigation

Breast Implant Matters

On May 15, 1995, Dow Corning Corporation ("Dow Corning"), in which the Company is a 50 percent shareholder, voluntarily filed for protection under Chapter 11 of the Bankruptcy Code to resolve litigation related to Dow Corning's breast implant and other silicone medical products. On June 1, 2004, Dow Corning's Joint Plan of Reorganization (the "Joint Plan") became effective and Dow Corning emerged from bankruptcy. The Joint Plan contains release and injunction provisions resolving all tort claims brought against various entities, including the Company, involving Dow Corning's breast implant and other silicone medical products.

       To the extent not previously resolved in state court actions, cases involving Dow Corning's breast implant and other silicone medical products filed against the Company were transferred to the U.S. District Court for the Eastern District of Michigan (the "District Court") for resolution in the context of the Joint Plan. On October 6, 2005, all such cases then pending in the District Court against the Company were dismissed. Should cases involving Dow Corning's breast implant and other silicone medical products be filed against the Company in the future, they will be accorded similar treatment. It is the opinion of the Company's management that the possibility is remote that a resolution of all future cases will have a material adverse impact on the Company's consolidated financial statements.

       As part of the Joint Plan, Dow and Corning Incorporated have agreed to provide a credit facility to Dow Corning in an aggregate amount of $300 million. The Company's share of the credit facility is $150 million and is subject to the terms and conditions stated in the Joint Plan. At December 31, 2006, no draws had been taken against the credit facility.

DBCP Matters

Numerous lawsuits have been brought against the Company and other chemical companies, both inside and outside of the United States, alleging that the manufacture, distribution or use of pesticides containing dibromochloropropane ("DBCP") has caused personal injury and property damage, including contamination of groundwater. It is the opinion of the Company's management that the possibility is remote that the resolution of such lawsuits will have a material adverse impact on the Company's consolidated financial statements.

Environmental Matters

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. At December 31, 2006, the Company had accrued obligations of $347 million for environmental remediation and restoration costs, including $31 million for the remediation of Superfund sites. This is management's best estimate of the costs for remediation and restoration with respect to environmental matters for which the Company has accrued liabilities, although the ultimate cost with respect to these particular matters could range up to twice that amount. Inherent uncertainties exist in these estimates primarily due to unknown conditions, changing governmental regulations and legal standards regarding liability, and evolving technologies for handling site remediation and restoration. At December 31, 2005, the Company had accrued obligations of $339 million for environmental remediation and restoration costs, including $41 million for the remediation of Superfund sites. The increase in accrued environmental obligations from year-end 2005 was primarily related to restructuring activities at the Company's manufacturing facilities in Canada (see Note B).

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       The following table summarizes the activity in the Company's accrued obligations for environmental matters for the years ended December 31, 2006 and 2005:

Accrued Obligations for Environmental Matters
In millions		2006			2005
Balance at January 1	$	339		$	380
Additional accruals		130			82
Charges against reserve		(124	)		(124	)
Adjustments to reserve		2			1
Balance at December 31	$	347		$	339

       The amounts charged to income on a pretax basis related to environmental remediation totaled $125 million in 2006, $79 million in 2005 and $85 million in 2004. Capital expenditures for environmental protection were $193 million in 2006, $150 million in 2005 and $116 million in 2004.

       On June 12, 2003, the Michigan Department of Environmental Quality ("MDEQ") issued a Hazardous Waste Operating License (the "License") to the Company's Midland, Michigan manufacturing site (the "Midland site"), which included provisions requiring the Company to conduct an investigation to determine the nature and extent of off-site contamination in Midland area soils; Tittabawassee and Saginaw River sediment and floodplain soils; and Saginaw Bay. The License required the Company, by August 11, 2003, to propose a detailed Scope of Work for the off-site investigation for review and approval by the MDEQ. Revised Scopes of Work were approved by the MDEQ on October 18, 2005. Discussions between the Company and the MDEQ that occurred in 2004 and early 2005 regarding how to proceed with off-site corrective action under the License resulted in the execution of the Framework for an Agreement Between the State of Michigan and The Dow Chemical Company (the "Framework") on January 20, 2005. The Framework committed the Company to take certain immediate interim remedial actions in the City of Midland and along the Tittabawassee River, conduct certain studies, and propose a remedial investigation work plan by the end of 2005. The interim remedial actions required by the Framework are currently underway. The Company submitted Remedial Investigation Work Plans for the City of Midland and for the Tittabawassee River on December 29, 2005. By letters dated March 2, 2006 and April 13, 2006, the MDEQ provided two Notices of Deficiency ("Notices") to the Company regarding the Remedial Investigation Work Plans. The Company responded, as required, to some of the items in the Notices on May 1, 2006, and as required responded to the balance of the items and submitted revised Remedial Investigation Work Plans on December 1, 2006. On July 12, 2006, the MDEQ approved the sampling for the first six miles of the Tittabawassee River. On December 1, 2006, the MDEQ approved the Sampling and Analysis Plan in Support of Bioavailability Study for Midland. The MDEQ is requiring the Company to implement a Pilot Corrective Action Plan in specific areas in and along the Tittabawassee River, where elevated levels of dioxins and furans were found during the investigation of the first six miles of the river. Implementation will occur as soon as the MDEQ approves the final plan and schedule. The Framework also contemplates that the Company, the State of Michigan and other federal and tribal governmental entities will negotiate the terms of an agreement or agreements to resolve potential governmental claims against the Company related to historical off-site contamination associated with the Midland site. The Company and the governmental parties began to meet in the fall of 2005 and entered into a Confidentiality Agreement in December 2005. At the end of 2006, the Company had an accrual for off-site corrective action of $7 million (included in the total accrued obligation of $347 million at December 31, 2006) based on the range of activities that the Company proposed and discussed implementing with the MDEQ and which is set forth in the Framework.

       It is the opinion of the Company's management that the possibility is remote that costs in excess of those disclosed will have a material adverse impact on the Company's consolidated financial statements.

Asbestos-Related Matters of Union Carbide Corporation

Union Carbide Corporation ("Union Carbide"), a wholly owned subsidiary of the Company, is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past three decades. These suits principally allege personal injury resulting from exposure to asbestos-containing products and frequently seek both actual and punitive damages. The alleged claims primarily relate to products that Union Carbide sold in the past, alleged exposure to asbestos-containing products located on Union Carbide's premises, and Union Carbide's responsibility for asbestos suits filed against a former Union Carbide subsidiary, Amchem Products, Inc. ("Amchem"). In many cases, plaintiffs are unable to demonstrate that they have suffered any compensable loss as a result of such exposure, or that injuries incurred in fact resulted from exposure to Union Carbide's products.

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       Influenced by the bankruptcy filings of numerous defendants in asbestos-related litigation and the prospects of various forms of state and national legislative reform, the rate at which plaintiffs filed asbestos-related suits against various companies, including Union Carbide and Amchem, increased in 2001, 2002 and the first half of 2003. Since then, the rate of filing has significantly abated. Union Carbide expects more asbestos-related suits to be filed against Union Carbide and Amchem in the future, and will aggressively defend or reasonably resolve, as appropriate, both pending and future claims.

       Based on a study completed by Analysis, Research & Planning Corporation ("ARPC") in January 2003, Union Carbide increased its December 31, 2002 asbestos-related liability for pending and future claims for the 15-year period ending in 2017 to $2.2 billion, excluding future defense and processing costs. Since then, Union Carbide has compared current asbestos claim and resolution activity to the results of the most recent ARPC study at each balance sheet date to determine whether the accrual continues to be appropriate.

       In November 2004, Union Carbide requested ARPC to review Union Carbide's historical asbestos claim and resolution activity and determine the appropriateness of updating its January 2003 study. In January 2005, ARPC provided Union Carbide with a report summarizing the results of its study. At December 31, 2004, Union Carbide's recorded asbestos-related liability for pending and future claims was $1.6 billion. Based on the low end of the range in the January 2005 study, Union Carbide's recorded asbestos-related liability for pending and future claims at December 31, 2004 would be sufficient to resolve asbestos-related claims against Union Carbide and Amchem into 2019. As in its January 2003 study, ARPC did provide estimates for a longer period of time in its January 2005 study, but also reaffirmed its prior advice that forecasts for shorter periods of time are more accurate than those for longer periods of time.

       In November 2005, Union Carbide requested ARPC to review Union Carbide's 2005 asbestos claim and resolution activity and determine the appropriateness of updating its January 2005 study. In response to that request, ARPC reviewed and analyzed data through October 31, 2005. In January 2006, ARPC stated that an update of its study would not provide a more likely estimate of future events than the estimate reflected in its study of the previous year and, therefore, the estimate in that study remained applicable. Based on Union Carbide's own review of the asbestos claim and resolution activity and ARPC's response, Union Carbide determined that no change to the accrual was required. At December 31, 2005, Union Carbide's asbestos-related liability for pending and future claims was $1.5 billion.

       In November 2006, Union Carbide requested ARPC to review Union Carbide's historical asbestos claim and resolution activity and determine the appropriateness of updating its January 2005 study. In response to that request, ARPC reviewed and analyzed data through October 31, 2006 and concluded that the experience from 2004 through 2006 was sufficient for the purpose of forecasting future filings and values of asbestos claims filed against Union Carbide and Amchem, and could be used in place of previous assumptions to update its January 2005 study. The resulting study, completed by ARPC in December 2006, stated that the undiscounted cost of resolving pending and future asbestos-related claims against Union Carbide and Amchem, excluding future defense and processing costs, through 2021 was estimated to be between approximately $1.2 billion and $1.5 billion. As in its January 2005 study, ARPC provided estimates for a longer period of time in its December 2006 study, but also reaffirmed its prior advice that forecasts for shorter periods of time are more accurate than those for longer periods of time.

       Based on ARPC's December 2006 study and Union Carbide's own review of the asbestos claim and resolution activity, Union Carbide decreased its asbestos-related liability for pending and future claims to $1.2 billion at December 31, 2006 which will now cover the 15-year period ending in 2021 (excluding future defense and processing costs). The reduction was $177 million and is shown as "Asbestos-related credit" in the consolidated statements of income.

       At December 31, 2006, approximately 25 percent of the recorded liability related to pending claims and approximately 75 percent related to future claims. At December 31, 2005, approximately 39 percent of the recorded liability related to pending claims and approximately 61 percent related to future claims.

       At December 31, 2002, Union Carbide increased the receivable for insurance recoveries related to its asbestos liability to $1.35 billion, substantially exhausting its asbestos product liability coverage. The insurance receivable related to the asbestos liability was determined by Union Carbide after a thorough review of applicable insurance policies and the 1985 Wellington Agreement, to which Union Carbide and many of its liability insurers are signatory parties, as well as other insurance settlements, with due consideration given to applicable deductibles, retentions and policy limits, and taking into account the solvency and historical payment experience of various insurance carriers. The Wellington Agreement and other agreements with insurers are designed to facilitate an orderly resolution and collection of Union Carbide's insurance policies and to resolve issues that the insurance carriers may raise.

       In September 2003, Union Carbide filed a comprehensive insurance coverage case, now proceeding in the Supreme Court of the State of New York, County of New York, seeking to confirm its rights to insurance for various asbestos claims and to facilitate an orderly and timely collection of insurance proceeds. This lawsuit was filed against insurers that are not signatories to the Wellington Agreement and/or do not otherwise have agreements in place with Union Carbide regarding their asbestos-related insurance coverage, in order to facilitate an orderly resolution and collection of such insurance policies and to resolve issues that the insurance carriers may raise. Although the lawsuit is continuing, through the end of 2006, Union Carbide reached settlements with several of the carriers involved in this litigation.

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       Union Carbide's receivable for insurance recoveries related to its asbestos liability was $495 million at December 31, 2006 and $535 million at December 31, 2005. At December 31, 2006, all of the receivable for insurance recoveries ($398 million at December 31, 2005) was related to insurers that are not signatories to the Wellington Agreement and/or do not otherwise have agreements in place regarding their asbestos-related insurance coverage.

       In addition to the receivable for insurance recoveries related to its asbestos liability, Union Carbide had receivables for defense and resolution costs submitted to insurance carriers for reimbursement as follows:

Receivables for Costs Submitted to Insurance Carriers at December 31
In millions		2006		2005
Receivables for defense costs	$	34	$	73
Receivables for resolution costs		266		327
Total	$	300	$	400

       Union Carbide expenses defense costs as incurred. The pretax impact for defense and resolution costs, net of insurance, was $45 million in 2006, $75 million in 2005 and $82 million in 2004, and was reflected in "Cost of sales."

       After a review of its insurance policies, with due consideration given to applicable deductibles, retentions and policy limits, after taking into account the solvency and historical payment experience of various insurance carriers; existing insurance settlements; and the advice of outside counsel with respect to the applicable insurance coverage law relating to the terms and conditions of its insurance policies, Union Carbide continues to believe that its recorded receivable for insurance recoveries from all insurance carriers is probable of collection.

       The amounts recorded by Union Carbide for the asbestos-related liability and related insurance receivable described above were based upon current, known facts. However, future events, such as the number of new claims to be filed and/or received each year, the average cost of disposing of each such claim, coverage issues among insurers, and the continuing solvency of various insurance companies, as well as the numerous uncertainties surrounding asbestos litigation in the United States, could cause the actual costs and insurance recoveries for Union Carbide to be higher or lower than those projected or those recorded.

       Because of the uncertainties described above, Union Carbide's management cannot estimate the full range of the cost of resolving pending and future asbestos-related claims facing Union Carbide and Amchem. Union Carbide's management believes that it is reasonably possible that the cost of disposing of Union Carbide's asbestos-related claims, including future defense costs, could have a material adverse impact on Union Carbide's results of operations and cash flows for a particular period and on the consolidated financial position of Union Carbide.

       It is the opinion of Dow's management that it is reasonably possible that the cost of Union Carbide disposing of its asbestos-related claims, including future defense costs, could have a material adverse impact on the Company's results of operations and cash flows for a particular period and on the consolidated financial position of the Company.

Synthetic Rubber Industry Matters

In 2003, the U.S., Canadian and European competition authorities initiated separate investigations into alleged anticompetitive behavior by certain participants in the synthetic rubber industry. Certain subsidiaries of the Company (but as to the investigation in Europe only) have responded to requests for documents and are otherwise cooperating in the investigations.

       On June 10, 2005, the Company received a Statement of Objections from the European Commission (the "EC") stating that it believed that the Company and certain subsidiaries of the Company (the "Dow Entities"), together with other participants in the synthetic rubber industry, engaged in conduct in violation of European competition laws. In connection therewith, on November 29, 2006, the EC issued its decision alleging infringement of Article 81 of the Treaty of Rome and imposed a fine of Euro 64.575 million (approximately $85.1 million) on the Dow Entities. Several other companies were also named and fined. Subsequently, the Company has been named (but not yet served) in various related U.S. civil actions. In the fourth quarter of 2006, the Company recognized a loss contingency of $85 million related to the fine. The Company has appealed the EC's decision.

Polyurethane Subpoena Matter

On February 16, 2006, the Company, among others, received a subpoena from the U.S. Department of Justice as part of an antitrust investigation of polyurethane chemicals, including methylene diphenyl diisocyanate, toluene diisocyanate and polyols. The Company is fully cooperating with the investigation.

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Other Litigation Matters

In addition to breast implant, DBCP, environmental, synthetic rubber industry, and polyurethane subpoena matters, the Company is party to a number of other claims and lawsuits arising out of the normal course of business with respect to commercial matters, including product liability, governmental regulation and other actions. Certain of these actions purport to be class actions and seek damages in very large amounts. All such claims are being contested. Dow has an active risk management program consisting of numerous insurance policies secured from many carriers at various times. These policies provide coverage that will be utilized to minimize the impact, if any, of the contingencies described above.

Summary

Except for the possible effect of Union Carbide's asbestos-related liability described above, it is the opinion of the Company's management that the possibility is remote that the aggregate of all claims and lawsuits, in excess of recorded accruals, will have a material adverse impact on the Company's consolidated financial statements.

Purchase Commitments

The Company has numerous agreements for the purchase of ethylene-related products globally. The purchase prices are determined on a cost-of-service basis, which, in addition to covering all operating expenses and debt service costs, provides the owners of the manufacturing plants with a specified return on capital. Total purchases under these agreements were $1,356 million in 2006, $1,175 million in 2005 and $1,063 million in 2004. The Company's commitments at December 31, 2006 associated with these agreements are included in the table below.

       The Company also has various commitments for take or pay and throughput agreements. Such commitments are at prices not in excess of current market prices. The terms of all but one of these agreements extend from one to 25 years. One agreement has terms extending to 80 years. The determinable future commitment for this agreement is included for 10 years in the following table which presents the fixed and determinable portion of obligations under the Company's purchase commitments at December 31, 2006:

Fixed and Determinable Portion of Take or Pay and Throughput Obligations at December 31, 2006
In millions
2007	$	2,107
2008		1,802
2009		1,579
2010		1,339
2011		889
2012 and beyond		5,281
Total	$	12,997

       In addition to the take or pay obligations at December 31, 2006, the Company had outstanding commitments which ranged from one to six years for steam, electrical power, materials, property and other items used in the normal course of business of approximately $459 million. Such commitments were at prices not in excess of current market prices.

Guarantees

The Company provides a variety of guarantees, as described more fully in the following sections.

Guarantees

Guarantees arise during the ordinary course of business from relationships with customers and nonconsolidated affiliates when the Company undertakes an obligation to guarantee the performance of others (via delivery of cash or other assets) if specified triggering events occur. With guarantees, such as commercial or financial contracts, non-performance by the guaranteed party triggers the obligation of the Company to make payments to the beneficiary of the guarantee. The majority of the Company's guarantees relates to debt of nonconsolidated affiliates, which have expiration dates ranging from less than one year to nine years, and trade financing transactions in Latin America and Asia Pacific, which typically expire within one year of their inception.

Residual Value Guarantees

The Company provides guarantees related to leased assets specifying the residual value that will be available to the lessor at lease termination through sale of the assets to the lessee or third parties.

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NOTE J – Commitments and Contingent Liabilities – Continued

The following tables provides a summary of the final expiration, maximum future payments and recorded liability reflected in the consolidated balance sheets for each type of guarantee:

Guarantees at December 31, 2006    In millions	Final Expiration		Maximum Future Payments		Recorded Liability
Guarantees	2014	$	340	$	20
Residual value guarantees	2015		1,044		6
Total guarantees		$	1,384	$	26
Guarantees at December 31, 2005   In millions	Final Expiration		Maximum Future Payments		Recorded Liability
Guarantees	2014	$	401	$	19
Residual value guarantees	2015		1,158		5
Total guarantees		$	1,559	$	24

Asset Retirement Obligations

In accordance with SFAS No. 143, as interpreted by FIN No. 47, the Company has recognized asset retirement obligations for the following activities: demolition and remediation activities at manufacturing sites in the United States and Europe; capping activities at landfill sites in the United States, Canada, Italy and Brazil; and asbestos encapsulation as a result of planned demolition and remediation activities at manufacturing and administrative sites in the United States, Canada and Europe. See Note A for additional information.

       The aggregate carrying amount of asset retirement obligations recognized by the Company was $106 million at December 31, 2006 and $92 million at December 31, 2005.

       The following table shows changes in the aggregate carrying amount of the Company's asset retirement obligations:

Asset Retirement Obligations
In millions		2006
Balance at January 1	$	92
Additional accruals (1)		22
Liabilities settled		(12	)
Accretion expense		2
Revisions in estimated cash flows		–
Other		2
Balance at December 31	$	106
(1) Includes $14 million for asbestos abatement related to the shutdown of assets announced in the third quarter of 2006. See Note B for additional information.

       As described in Note A, the Company has not recognized conditional asset retirement obligations for which a fair value cannot be reasonably estimated in its consolidated financial statements. It is the opinion of the Company's management that the possibility is remote that such conditional asset retirement obligations, when estimable, will have a material adverse impact on the Company's consolidated financial statements based on current costs.

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NOTE K – NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES

Notes Payable at December 31
In millions		2006			2005
Notes payable to banks	$	186		$	207
Notes payable to related companies		33			34
Total notes payable	$	219		$	241
Year-end average interest rates		5.28	%		3.96	%

Long-Term Debt at December 31    In millions		2006 Average Rate			2006		2005 Average Rate			2005
Promissory notes and debentures:
	Final maturity 2006	–			–		8.64	%	$	189
	Final maturity 2007	5.04	%	$	510		5.04	%		509
	Final maturity 2008	5.75	%		494		5.75	%		491
	Final maturity 2009	6.75	%		688		6.75	%		693
	Final maturity 2010	9.13	%		278		9.13	%		279
	Final maturity 2011	6.13	%		806		6.13	%		799
	Final maturity 2012 and thereafter	7.07	%		2,914		7.08	%		2,938
Foreign bonds:
	Final maturity 2006, Japanese yen	–			–		0.71	%		255
Other facilities:
	U.S. dollar loans – various rates and maturities	0.34	%		1		3.82	%		4
	Foreign currency loans – various rates and maturities	0.66	%		40		1.77	%		41
	Medium-term notes, varying maturities through 2022	5.92	%		748		5.47	%		857
	Foreign medium-term notes, various rates and maturities	5.38	%		1		5.39	%		1
	Foreign medium-term notes, final maturity 2006, Euro	–			–		5.00	%		714
	Foreign medium-term notes, final maturity 2007, Euro	5.63	%		666		5.63	%		611
	Foreign medium-term notes, final maturity 2010, Euro	4.37	%		524		4.37	%		477
	Foreign medium-term notes, final maturity 2011, Euro	4.63	%		645		4.62	%		602
	Pollution control/industrial revenue bonds, varying maturities through 2033	5.09	%		1,006		4.79	%		1,009
	Capital lease obligations	–			40		–			40
Unamortized debt discount		–			(34	)	–			(44	)
Long-term debt due within one year		–			(1,291	)	–			(1,279	)
Total long-term debt		–		$	8,036		–		$	9,186

Annual Installments on Long-Term Debt for Next Five Years In millions
2007	$1,291
2008	$596
2009	$778
2010	$1,002
2011	$1,469

At December 31, 2006, the Company had an unused and committed $3 billion 5-year revolving credit facility with various U.S. and foreign banks, with a maturity date of April 2011, in support of its commercial paper borrowings and working capital requirements.

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       The Company's outstanding public debt of $9.3 billion has been issued under indentures which contain, among other provisions, covenants with which the Company must comply while the underlying notes are outstanding. Such covenants include obligations not to allow liens on principal U.S. manufacturing facilities, enter into sale and lease-back transactions with respect to principal U.S. manufacturing facilities, or merge or consolidate with any other corporation or sell or convey all or substantially all of the Company's assets. Failure of the Company to comply with any of these covenants could result in a default under the applicable indenture which would allow the note holders to accelerate the due date of the outstanding principal and accrued interest on the subject notes.

       The Company's primary credit agreements contain covenant and default provisions in addition to the covenants set forth above with respect to the Company's public debt. Significant other covenants and defaults include:

(a)

the obligation to maintain the ratio of the Company's consolidated indebtedness to consolidated capitalization at no greater than 0.65 to 1.00 at any time the aggregate outstanding amount of loans under the primary credit agreements exceeds $500 million,

(b)

a default if the Company or an applicable subsidiary fails to make any payment on indebtedness of $50 million or more when due, or any other default under the applicable agreement permits the acceleration of $200 million or more of principal, or results in the acceleration of $100 million or more of principal, and

(c)

a default if the Company or any applicable subsidiary fails to discharge or stay within 30 days after the entry of a final judgment of more than $200 million.

       Failure of the Company to comply with any of the covenants could result in a default under the applicable credit agreement which would allow the lenders not to fund future loan requests and to accelerate the due date of the outstanding principal and accrued interest on any outstanding loans.

       At December 31, 2006, the Company was in compliance with all of the covenants and default provisions referred to above.

NOTE L – PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

Pension Plans

The Company has defined benefit pension plans that cover employees in the United States and a number of other countries. The U.S. funded plan covering the parent company is the largest plan. Benefits are based on length of service and the employee's three highest consecutive years of compensation.

       The Company's funding policy is to contribute to those plans when pension laws and/or economics either require or encourage funding. In 2006, Dow contributed $575 million to its pension plans, including contributions to fund benefit payments for its non-qualified supplemental plans. Dow expects to contribute $150 million to its pension plans in 2007.

       The weighted-average assumptions used to determine pension plan obligations and net periodic benefit costs for the plans are provided below:

Weighted-Average Assumptions for All Pension Plans	Benefit Obligations at December 31				Net Periodic Costs for the Year
	2006		2005		2006		2005
Discount rate	5.59	%	5.39	%	5.39	%	5.68	%
Rate of increase in future compensation levels	4.15	%	4.27	%	4.27	%	4.29	%
Expected long-term rate of return on plan assets	–		–		7.96	%	8.24	%

Weighted-Average Assumptions for U.S. Pension Plans	Benefit Obligations at December 31				Net Periodic Costs for the Year
	2006		2005		2006		2005
Discount rate	5.98	%	5.72	%	5.72	%	5.875	%
Rate of increase in future compensation levels	4.50	%	4.50	%	4.50	%	4.50	%
Expected long-term rate of return on plan assets	–		–		8.75	%	8.75	%

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       The Company determines the expected long-term rate of return on plan assets by performing a detailed analysis of historical and expected returns based on the strategic asset allocation approved by the Board of Directors and the underlying return fundamentals of each asset class. The Company's historical experience with the pension fund asset performance is also considered. The discount rates utilized to measure the pension and other postretirement obligations of the U.S. qualified plans are based on the yield on high-quality fixed income investments at the measurement date. Future expected actuarially determined cash flows of Dow's major U.S. plans are matched against the Citigroup Pension Discount Curve (Above Median) to arrive at a single discount rate by plan.

       The accumulated benefit obligation ("ABO") for all defined benefit pension plans was $15.0 billion at December 31, 2006 and $14.8 billion at December 31, 2005.

Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets at December 31
In millions		2006		2005
Projected benefit obligation	$	1,493	$	8,885
Accumulated benefit obligation	$	1,339	$	8,447
Fair value of plan assets		$139	$	6,559

       Some, but not all, of the Company's pension plans require some level of funding. Plans that require some level of funding were overfunded on an ABO basis (i.e., fair value of plan assets in excess of ABO) by $1,176 million at December 31, 2006 and were underfunded on an ABO basis by $768 million at December 31, 2005.

       In addition to the U.S. funded plan, U.S. employees are eligible to participate in defined contribution plans (Employee Savings Plans) by contributing a portion of their compensation, which is partially matched by the Company. Defined contribution plans also cover employees in some subsidiaries in other countries, including Australia, France, Spain and the United Kingdom. Contributions charged to income for defined contribution plans were $84 million in 2006, $66 million in 2005 and $82 million in 2004.

Other Postretirement Benefits

The Company provides certain health care and life insurance benefits to retired employees. The Company's plans outside of the United States are insignificant; therefore, this discussion relates to the U.S. plans only. The plans provide health care benefits, including hospital, physicians' services, drug and major medical expense coverage, and life insurance benefits. For employees hired before January 1, 1993, the plans provide benefits supplemental to Medicare when retirees are eligible for these benefits. The Company and the retiree share the cost of these benefits, with the Company portion increasing as the retiree has increased years of credited service, although there is a cap on the Company portion. The Company has the ability to change these benefits at any time.

       The Company funds most of the cost of these health care and life insurance benefits as incurred. In 2006, Dow contributed $26 million to its other postretirement benefit plans. Dow does not expect to contribute assets to its other postretirement benefits plan trusts in 2007.

       The weighted-average assumptions used to determine other postretirement benefit obligations and net periodic benefit costs for the U.S. plans are provided below:

U.S. Plan Assumptions for Other Postretirement Benefits	Benefit Obligations at December 31		Net Periodic Costs for the Year
	2006	2005	2006	2005
Discount rate	5.89%	5.60%	5.60%	5.875%
Expected long-term rate of return on plan assets	–	–	8.75%	8.75%
Initial health care cost trend rate	8.79%	9.50%	9.50%	10.16%
Ultimate health care cost trend rate, assumed to be reached in 2011	6.00%	6.00%	6.00%	6.00%

       Increasing the assumed medical cost trend rate by 1 percentage point in each year would increase the accumulated postretirement benefit obligation at December 31, 2006 by $24 million and the net periodic postretirement benefit cost for the year by $1 million. Decreasing the assumed medical cost trend rate by 1 percentage point in each year would decrease the accumulated postretirement benefit obligation at December 31, 2006 by $22 million and the net periodic postretirement benefit cost for the year by $1 million.

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Impact of Remeasurements

Expense remeasurements of the Company's pension and other postretirement benefit plans were completed in the third quarter of 2006 and the third quarter of 2004, due to curtailments as defined in SFAS No. 88, "Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits," related to workforce reductions (see Note B). The remeasurement in the third quarter of 2006 resulted in a $3 million increase in net periodic pension cost for 2006. The remeasurement in the third quarter of 2004 resulted in an $8 million increase in net periodic postretirement benefit cost for 2004 and an $8 million decrease in net periodic pension cost for 2004.

       On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the "Act") was signed into law. The Act expanded Medicare to include, for the first time, coverage for prescription drugs. The Act also provides for a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. Based on regulations issued in the third quarter of 2004, the Company determined that the benefits provided by its retiree medical plans are actuarially equivalent to Medicare Part D under the Act and remeasured its net periodic cost for other postretirement benefit plans for the effect of the Act. The impact of this remeasurement was a reduction of $96 million in the accumulated postretirement benefit obligation as of January 1, 2004, for actuarial purposes only, and a reduction of $7 million in net periodic postretirement benefit cost for 2004.

Adoption of SFAS No. 158

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans." As required, the Company adopted this statement effective December 31, 2006. The following table provides a breakdown of the incremental effect of applying this statement on individual line items in the consolidated balance sheet at December 31, 2006:

Incremental Effect of Applying SFAS No. 158       In millions	Before Application of SFAS No. 158			Incremental Effect of Applying SFAS No. 158		After Application of SFAS No. 158
Deferred income tax assets – current	$228		$	(35	)	$193
Investment in nonconsolidated affiliates	$2,829			(94	)	$2,735
Deferred income tax assets – noncurrent	$2,973			1,033		$4,006
Deferred charges and other assets	$3,586			(2,532	)	$1,054
Total Assets	$47,209		$	(1,628	)	$45,581
Accrued and other current liabilities	$2,309		$	(94	)	$2,215
Pension and other postretirement benefits – noncurrent	$2,601			493		$3,094
Accumulated other comprehensive loss ("AOCI")	$(208	)		(2,027	)	$(2,235	)
Total Liabilities and Stockholders' Equity	$47,209		$	(1,628	)	$45,581

Net Periodic Benefit Cost (Credit) for All Significant Plans
	Defined Benefit Pension Plans									Other Postretirement Benefits
In millions		2006			2005			2004			2006			2005			2004
Service cost	$	288		$	279		$	260		$	22		$	24		$	24
Interest cost		827			815			804			115			124			125
Expected return on plan assets		(1,100	)		(1,056	)		(1,092	)		(27	)		(27	)		(23	)
Amortization of prior service cost (credit)		22			24			8			(4	)		(7	)		(11	)
Amortization of unrecognized loss		222			123			39			7			10			8
Termination benefits/curtailment cost (1)		33			2			42			–			6			37
Net periodic benefit cost	$	292		$	187		$	61		$	113		$	130		$	160
(1) See Note B for information regarding termination benefits/curtailment costs recorded in 2006 and 2004.

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Change in Projected Benefit Obligation, Plan Assets and Funded Status of All Significant Plans
	Defined				Other
In millions	Benefit Pension Plans				Postretirement Benefits
Change in projected benefit obligation	2006		2005		2006		2005
Benefit obligation at beginning of year	$15,617		$15,004		$2,168		$2,167
Service cost	288		279		22		24
Interest cost	827		815		115		124
Plan participants' contributions	33		18		–		–
Amendments	72		26		29		–
Actuarial changes in assumptions and experience	(580	)	698		(60	)	28
Acquisition/divestiture/other activity	85		–		(55	)	–
Benefits paid	(848	)	(808	)	(164	)	(179	)
Currency impact	327		(401	)	2		4
Termination benefits/curtailment cost (credit)	29		(14	)	–		–
Benefit obligation at end of year	$15,850		$15,617		$2,057		$2,168
Change in plan assets
Market value of plan assets at beginning of year	$13,324		$12,206		$377		$368
Actual return on plan assets	1,818		877		44		25
Employer contributions	575		1,031		26		–
Plan participants' contributions	28		18		–		–
Acquisition/divestiture/other activity	61		–		(64	)	–
Benefits paid	(848	)	(808	)	–		(16	)
Market value of plan assets at end of year	$14,958		$13,324		$383		$377
Funded status at end of year	$(892	)	$(2,293	)	$(1,674	)	$(1,791	)
Net Amounts recognized in the consolidated balance sheet at December 31, 2006:
Noncurrent assets	$    541		–		–		–
Current liabilities	(40	)	–		$     (60	)	–
Noncurrent liabilities	(1,393	)	–		(1,614	)	–
Net amounts recognized in the consolidated balance sheet	$   (892	)	–		$(1,674	)	–
Funded status and net amounts recognized in the consolidated balance sheet at December 31, 2005:
Plan asset less than benefit obligation	–		$(2,293	)	–		$(1,791	)
Unrecognized net transition obligation	–		2		–		–
Unrecognized prior service cost (credit)	–		103		–		(61	)
Unrecognized net loss	–		4,024		–		276
Net amounts recognized in the consolidated balance sheet	–		$ 1,836		–		$(1,576	)
Net amounts recognized in the consolidated balance sheet at December 31, 2005:
Accrued benefit liability	–		$(1,890	)	–		$(1,588	)
Prepaid benefit cost	–		1,667		–		12
Additional minimum liability – intangible asset	–		74		–		–
Accumulated other comprehensive income – pretax	–		1,985		–		–
Net amounts recognized in the consolidated balance sheet	–		$ 1,836		–		$(1,576	)
Amounts recognized in AOCI – pretax at December 31, 2006:
Net loss	$2,849		–		$207		–
Prior service cost (credit)	156		–		(26	)	–
Balance in AOCI at end of year – pretax	$3,005		–		$181		–

       In 2007, an estimated net loss of $180 million and prior service cost of $24 million for the defined benefit pension plans will be amortized from AOCI to net periodic benefit cost. In 2007, an estimated net loss of $4 million and prior service credit of $4 million for other postretirement benefit plans will be amortized from AOCI to net periodic benefit cost.

       The Company uses a December 31 measurement date for all of its plans.

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Estimated Future Benefit Payments

The estimated future benefit payments, reflecting expected future service, as appropriate, are presented in the following table:

Estimated Future Benefit Payments at December 31, 2006
In millions		Defined Benefit Pension Plans		Other Postretirement Benefits
2007	$	855	$	179
2008		933		172
2009		903		168
2010		1,039		164
2011		888		161
2012 through 2016		4,773		745
Total	$	9,391	$	1,589

Plan Assets

Plan assets consist mainly of equity and fixed income securities of U.S. and foreign issuers. At December 31, 2006, plan assets totaled $15.0 billion and included Company common stock with a value of $189 million (1 percent of total plan assets). At December 31, 2005, plan assets totaled $13.3 billion and included Company common stock with a value of $406 million (3 percent of total plan assets).

Weighted-Average Allocation of All Plan Assets at December 31
	2006	2005
Equity securities	54%	60%
Debt securities	28%	24%
Real estate	3%	3%
Other	15%	13%
Total	100%	100%
Weighted-Average Allocation of U.S. Plan Assets at December 31
	2006	2005
Equity securities	57%	64%
Debt securities	24%	19%
Real estate	3%	3%
Other	16%	14%
Total	100%	100%

Investment Strategy and Risk Management for Plan Assets

The Company's investment strategy for the plan assets is to manage the assets in order to pay retirement benefits to plan participants while minimizing cash contributions from the Company over the life of the plans. This is accomplished by diversifying investments in various asset classes and earning an acceptable long-term rate of return consistent with an acceptable degree of risk, while considering the liquidity needs of the plans.

       The plans are permitted to use derivative instruments for investment purposes, as well as for hedging the underlying asset and liability exposure and re-balancing the asset allocation. The plans use value at risk and other risk measures to monitor risk in the portfolios.

       In 2006, the Company conducted a new asset/liability study using the plans' projected total benefit obligation to determine the optimal strategic asset allocation to meet the plans' long-term investment strategy. The study was conducted by the Company's actuary and corroborated with other outside experts. The results of the study and the strategic target asset allocation provided below were presented to and approved by the Board of Directors in December 2006.

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Strategic Target Allocation of Plan Assets
Asset Category	Target Allocation	Range
Equity securities	56%	+/– 10%
Debt securities	27%	+/– 10%
Alternatives and other	17%	+/–  8%
Total	100%

NOTE M – LEASED PROPERTY AND VARIABLE INTEREST ENTITIES

Leased Property

The Company routinely leases premises for use as sales and administrative offices, warehouses and tanks for product storage, motor vehicles, railcars, computers, office machines, and equipment under operating leases. In addition, the Company leases gas turbines at two U.S. locations, aircraft in the United States, and ethylene plants in Canada and The Netherlands. At the termination of the leases, the Company has the option to purchase these plants and certain other leased equipment and buildings based on a fair market value determination.

       Rental expenses under operating leases, net of sublease rental income, were $441 million in 2006, $451 million in 2005 and $456 million in 2004. Future minimum rental payments under operating leases with remaining non-cancelable terms in excess of one year are as follows:

Minimum Operating Lease Commitments at December 31, 2006 In millions
2007	$	251
2008		208
2009		179
2010		137
2011		85
2012 and thereafter		565
Total	$	1,425

Variable Interest Entities

The Company leases an ethylene facility in The Netherlands from an owner trust that is a variable interest entity. Dow is not the primary beneficiary of the owner trust and is, therefore, not required to consolidate the owner trust. Based on a valuation completed in mid-2003 when Dow entered into the lease, the facility was valued at $394 million. Upon expiration of the lease, which matures in 2014, Dow may purchase the facility for an amount based upon a fair market value determination. At December 31, 2006, Dow had provided to the owner trust a residual value guarantee of $363 million, which represents Dow's maximum exposure to loss under the lease. Given the productive nature of the facility, it is probable that the facility will have continuing value to Dow or the owner trust in excess of the residual value guarantee.

       In September 2001, Hobbes Capital S.A. ("Hobbes"), a consolidated foreign subsidiary of the Company, issued $500 million of preferred securities in the form of equity certificates. The certificates provide a floating rate of return (which may be reinvested) based on London Interbank Offered Rate (LIBOR), and may be redeemed in 2008 and at seven-year intervals thereafter. The equity certificates have been classified as "Preferred Securities of Subsidiaries" in the consolidated balance sheets. The preferred return is included in "Minority interests' share in income" in the consolidated statements of income. Reinvested preferred returns are included in "Minority Interest in Subsidiaries" in the consolidated balance sheets. Under FIN No. 46R, Hobbes is a VIE and the Company is the primary beneficiary.

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NOTE N – STOCK-BASED OPTION COMPENSATION

The Company grants stock-based compensation to employees and non-employee directors in the form of the Employees' Stock Purchase Plans and stock option plans, which include deferred and restricted stock. Information regarding these plans in provided below.

Accounting for Stock-Based Compensation

In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment," which replaced SFAS No. 123, "Accounting for Stock-Based Compensation," and superseded Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees." This statement, which requires that the cost of all share-based payment transactions be recognized in the financial statements, established fair value as the measurement objective and required entities to apply a fair-value-based measurement method in accounting for share-based payment transactions. As issued, the statement applied to all awards granted, modified, repurchased or cancelled after July 1, 2005, and unvested portions of previously issued and outstanding awards. On April 14, 2005, the SEC announced the adoption of a new rule that amended the compliance date for SFAS No. 123R, allowing companies to implement the statement at the beginning of their next fiscal year that began after June 15, 2005, which was January 1, 2006 for the Company. Effective January 1, 2006, the Company began expensing stock-based compensation newly issued in 2006 to employees in accordance with the fair-value-based measurement method of accounting set forth in SFAS No. 123R, using the modified prospective method.

       The Company grants stock-based compensation awards which vest over a specified period or upon employees meeting certain performance and retirement eligibility criteria. The Company has historically amortized these awards over the specified vesting period and recognizes any unrecognized compensation cost at the date of retirement (the "nominal vesting period approach"). The Company will continue applying the nominal vesting period approach to the portion of outstanding awards that were unvested as of December 31, 2005, until the awards are fully vested. SFAS No. 123R specifies that an award is vested when the employee's right to the award is no longer contingent upon providing additional service (the "non-substantive vesting period approach"). The Company began applying this approach to all stock-based compensation awarded after December 31, 2005. The fair value of equity instruments issued to employees is measured on the date of grant and is recognized over the vesting period or from the grant date to the date on which retirement eligibility provisions have been met and additional service is no longer required. The application of the nominal vesting period approach to the unvested outstanding awards at the end of 2005 and application of the non-substantive vesting period approach to stock-based compensation awarded beginning in 2006 did not have a material impact on the Company's consolidated financial statements.

       Prior to the adoption of SFAS No. 123R, the Company expensed stock options granted after January 1, 2003, when the fair value provisions of SFAS No. 123 were adopted for new grants of equity instruments (which include stock options, deferred stock grants, and subscriptions to purchase shares under the Company's Employees' Stock Purchase Plan ("ESPP")) to employees. Prior to the adoption of SFAS No. 123, the Company accounted for its stock-based awards in accordance with APB Opinion No. 25. The following table provides pro forma results as if the fair-value-based measurement method had been applied to all outstanding and unvested awards, including stock options, deferred stock grants, and subscriptions to purchase shares under the Company's ESPP, in each period presented:

In millions, except per share amounts		2006			2005			2004
Net income, as reported	$	3,724		$	4,515		$	2,797
Add: Stock-based compensation expense included in reported net income, net of tax		173			267			187
Deduct: Total stock-based compensation expense determined using the fair-value-based measurement method for all awards, net of tax		(173	)		(236	)		(205	)
Pro forma net income	$	3,724		$	4,546		$	2,779
Earnings per share (in dollars):
Basic – as reported		$3.87			$4.69			$2.98
Basic – pro forma		$3.87			$4.72			$2.96
Diluted – as reported		$3.82			$4.62			$2.93
Diluted – pro forma		$3.82			$4.65			$2.91

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       Prior to 2006, the Company estimated the fair value of stock options and subscriptions to purchase shares under the ESPP using a binomial option-pricing model. Since the beginning of 2006, the Company uses a lattice-based option valuation model to estimate the fair value of stock options and subscriptions to purchase shares under the ESPP. The weighted-average assumptions used to calculate total stock-based compensation are included in the following table:

	2006	2005	2004
Dividend yield	3.3%	2.6%	3.2%
Expected volatility	25.67%	22.22%	30.12%
Risk-free interest rate	4.55%	3.65%	2.42%
Expected life of stock options granted during period	6 years	5 years	5 years
Life of Employees' Stock Purchase Plan	6.6 months	5 months	10 months

       The dividend yield assumption for all periods was based on the Company's current declared dividend as a percentage of the stock price on the grant date. The expected volatility assumption for the current year was based on an equal weighting of the historical daily volatility and current implied volatility from exchange-traded options for the contractual term of the options. The expected volatility assumption determined in the prior year was based entirely on the historical daily volatility of the Company's stock. The risk-free interest rate in the current year was based on the weighted-average of U.S. Treasury strip rates over the contractual term of the options. The risk-free interest rate in the prior year was based on zero-coupon U.S. Treasury securities with maturities equal to the expected life of the option. Based on an analysis of historical exercise patterns, exercise rates were developed that resulted in an average life of 6 years for the current year. The expected life of the option in the prior year was based on historical data resulting in a 5-year life.

EMPLOYEES' STOCK PURCHASE PLANS

On February 13, 2003, the Board of Directors authorized a 10-year ESPP, which was approved by stockholders at the Company's annual meeting on May 8, 2003. Under each annual offering, most employees are eligible to purchase shares of common stock of the Company valued at up to 10 percent of their annual base earnings. The value is determined using the plan price multiplied by the number of shares subscribed to by the employee. The plan price of the stock is set each year at no less than 85 percent of market price. Approximately 52 percent of the eligible employees enrolled in the annual plan for 2006; approximately 40 percent of the eligible employees enrolled in 2005; and approximately 50 percent enrolled in 2004.

Employees' Stock Purchase Plans	2006
Shares in thousands	Shares			Exercise Price*
Outstanding at beginning of year	–			–
Granted	4,399		$	35.21
Exercised	(2,857	)		35.21
Forfeited/Expired	(1,542	)		35.21
Outstanding and exercisable at end of year	–			–
* Weighted-average per share

Additional Information about ESPPs
In millions, except per share amounts		2006		2005		2004
Weighted-average fair value per share of purchase rights granted	$	7.83	$	6.77	$	6.94
Total compensation expense for ESPPs		$34		$19		$37
Related tax benefit		$12		$7		$14
Total amount of cash received from the exercise of purchase rights		$101		$135		$140
Total intrinsic value of purchase rights exercised*		$15		$41		$63
Related tax benefit		$6		$15		$23
* Difference between the market price at exercise and the price paid by the employee to exercise the purchase rights

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STOCK OPTION PLANS

Under the 1988 Award and Option Plan (the "1988 Plan"), a plan approved by stockholders, the Company may grant options or shares of common stock to its employees subject to certain annual and individual limits. The terms of the grants are fixed at the grant date. At December 31, 2006, there were 23,425,936 shares available for grant under this plan.

       No additional grants will be made under the 1994 Non-Employee Directors' Stock Plan, which previously allowed the Company to grant up to 300,000 options to non-employee directors. At December 31, 2006, there were 59,850 options outstanding under this plan.

       No additional grants will be made under the 1998 Non-Employee Directors' Stock Plan, which previously allowed the Company to grant up to 600,000 options to non-employee directors. At December 31, 2006, there were 168,150 options outstanding under this plan.

       The exercise price of each stock option equals the market price of the Company's stock on the date of grant. Options vest from one to three years, and have a maximum term of 10 years.

       The following table provides year-to-date stock option activity for 2006:

Stock Options	2006
Shares in thousands	Shares			Exercise Price*
Outstanding at beginning of year	45,489		$	35.42
Granted	7,715			43.64
Exercised	(4,224	)		29.28
Forfeited/Expired	(383	)		43.68
Outstanding at end of year	48,597		$	37.20
Remaining contractual life in years				5.58
Aggregate intrinsic value (in     millions)	$260
Exercisable at end of year	35,464		$	33.78
Remaining contractual life in years				4.46
Aggregate intrinsic value (in     millions)	$260
* Weighted-average per share

Additional Information about Stock Options
In millions, except per share amounts		2006		2005		2004
Weighted-average fair value per share of options granted	$	10.31	$	10.47	$	11.24
Total compensation expense for stock option plans		$87		$68		$41
Related tax benefit		$32		$25		$14
Total amount of cash received from the exercise of options		$122		$263		$566
Total intrinsic value of options exercised*		$49		$216		$331
Related tax benefit		$18		$80		$122
* Difference between the market price at exercise and the price paid by the employee to exercise the options

       Total unrecognized compensation cost related to unvested stock option awards was $52 million at December 31, 2006 and is expected to be recognized over a weighted-average period of 1.36 years.

Deferred and Restricted Stock

Under the 1988 Plan, the Company grants deferred stock to certain employees. The grants vest after a designated period of time, generally two to five years.

Deferred Stock	2006
Shares in thousands	Shares		Grant Date Fair Value*
Nonvested at beginning of year	5,349		$42.13
Granted	1,409		43.34
Vested	(1,139	)	30.01
Canceled	(176	)	44.29
Nonvested at end of year	5,443		$44.90
*Weighted-average per share

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Additional Information about Deferred Stock
In millions, except per share amounts		2006		2005		2004
Weighted-average fair value per share of deferred stock granted	$	43.34	$	52.45	$	43.32
Total fair value of deferred stock vested		$48		$123		$37
Related tax benefit		$18		$45		$14
Total compensation expense for deferred stock awards		$67		$60		$50
Related tax benefit		$25		$22		$19

       Total unrecognized compensation cost related to deferred stock awards was $109 million at December 31, 2006 and is expected to be recognized over a weighted-average period of 2.00 years. At December 31, 2006, approximately 200,000 deferred shares with a weighted-average fair value per share of $42.93 had previously vested, but were not issued. These shares are scheduled to be issued to employees within one to four years or upon retirement.

       Also under the 1988 Plan, the Company has granted performance deferred stock awards that vest when the Company attains specified performance targets over a pre-determined period, generally two to five years. Compensation expense related to performance deferred stock awards is recognized over the lesser of the service or performance period. The following table shows the performance deferred stock awards granted:

Performance Deferred Stock Awards		Target	Weighted-average
Shares in millions	Performance Period	Shares Granted*	Fair Value per Share
2006	January 1, 2006 – December 31, 2008	0.9	$36.78
2005	January 1, 2005 – December 31, 2007	1.0	$55.77
2004	January 1, 2004 – December 31, 2005	1.0	$38.69
	January 1, 2004 – December 31, 2006	1.3	$51.27
*  At the end of the performance period, the actual number of shares issued can range from zero to 200 percent of the target shares granted.

       The following table shows changes in nonvested performance deferred stock:

Performance Deferred Stock	2006
Shares in thousands	Shares		Grant Date Fair Value*
Nonvested at beginning of year	6,002		$37.86
Granted	943		36.83
Vested	(3,332	)	38.03
Canceled	(115	)	42.30
Nonvested at end of year	3,498		$37.28
*Weighted-average per share

Additional Information about Performance Deferred Stock
In millions	2006	2005	2004
Total compensation expense	$86	$276	$170
Related tax benefit	$32	$101	$63

       Total unrecognized compensation cost related to performance deferred stock awards was $48 million at December 31, 2006 and is expected to be recognized over a weighted-average period of 1.15 years. At December 31, 2006, approximately 4.3 million performance deferred shares with a weighted-average fair value of $37.29 per share were vested, but were not issued. These shares are scheduled to be issued in April 2007 and April 2008.

       In addition, the Company is authorized to grant up to 300,000 deferred shares of common stock to executive officers of the Company under the 1994 Executive Performance Plan.

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       Under the 2003 Non-Employee Directors' Stock Incentive Plan, a plan approved by stockholders, the Company may grant up to 1.5 million shares (including options, restricted stock and deferred stock) to non-employee directors over the 10-year duration of the program, subject to an annual aggregate award limit of 25,000 shares for each individual director. In 2006, 53,900 stock options with a weighted-average fair value of $11.19 per share and 12,100 shares of restricted stock with a weighted-average fair value of $43.37 per share were issued under this plan. The restricted stock issued under this plan cannot be sold, assigned, pledged or otherwise transferred by the non-employee director, until the director is no longer a member of the Board.

NOTE O – LIMITED PARTNERSHIP

In early 1998, a subsidiary of the Company purchased the 20 percent limited partner interests of outside investors in a consolidated subsidiary, Chemtech Royalty Associates L.P., for a fair value of $210 million in accordance with wind-up provisions in the partnership agreement. The limited partnership was renamed Chemtech II L.P. ("Chemtech II"). In June 1998, the Company contributed assets with an aggregate fair value of $783 million (through a wholly owned subsidiary) to Chemtech II and an outside investor acquired a limited partner interest in Chemtech II totaling 20 percent in exchange for $200 million. In September 2000, the Company contributed additional assets with an aggregate fair value of $18 million (through a wholly owned subsidiary) to Chemtech II.

       Chemtech II is a separate and distinct legal entity from the Company and its affiliates, and has separate assets, liabilities, business and operations. Chemtech II affords the Company a diversified source of funding through a cost effective minority equity participation. The partnership has a general partner, a wholly owned subsidiary of the Company, which directs business activities and has fiduciary responsibilities to the partnership and its other members.

       The outside investor in Chemtech II receives a cumulative annual priority return on its investment and participates in residual earnings. The partnership agreement was renegotiated in June 2003, resulting in a new cumulative annual priority return of $8 million. Chemtech II will not terminate unless a termination or liquidation event occurs. The outside investor may cause such an event to occur in 2008. Upon wind-up, liquidation or termination, the partners' capital accounts will be redeemed at current fair values.

       For financial reporting purposes, the assets (other than intercompany loans, which are eliminated), liabilities, results of operations and cash flows of the partnership and subsidiaries are included in the Company's consolidated financial statements, and the outside investor's limited partner interest is included in "Minority Interest in Subsidiaries" in the consolidated balance sheets.

NOTE P – PREFERRED SECURITIES OF SUBSIDIARIES

The following transactions were entered into for the purpose of providing diversified sources of funds to the Company.

       In July 1999, Tornado Finance V.O.F., a consolidated foreign subsidiary of the Company, issued $500 million of preferred securities in the form of preferred partnership units. The units provide a distribution of 7.965 percent, may be redeemed in 2009 or thereafter, and may be called at any time by the subsidiary. The preferred partnership units are classified as "Preferred Securities of Subsidiaries" in the consolidated balance sheets. The distributions are included in "Minority interests' share in income" in the consolidated statements of income.

       In September 2001, Hobbes Capital S.A., a consolidated foreign subsidiary of the Company, issued $500 million of preferred securities in the form of equity certificates. The certificates provide a floating rate of return (which may be reinvested) based on the London Interbank Offered Rate (LIBOR), and may be redeemed in 2008 and at seven-year intervals thereafter. The equity certificates are classified as "Preferred Securities of Subsidiaries" in the consolidated balance sheets. The preferred return is included in "Minority interests' share in income" in the consolidated statements of income. Reinvested preferred returns are included in "Minority Interest in Subsidiaries" in the consolidated balance sheets.

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NOTE Q – STOCKHOLDERS' EQUITY

There are no significant restrictions limiting the Company's ability to pay dividends.

       Undistributed earnings of nonconsolidated affiliates included in retained earnings were $1,599 million at December 31, 2006 and $1,316 million at December 31, 2005.

       The number of treasury shares issued to employees under the Company's option and purchase programs was 9.6 million in 2006, 15.7 million in 2005 and 25.8 million in 2004.

       The number of treasury shares purchased by the Company was 18,694,453 in 2006; 1,492,548 in 2005; and 330,529 in 2004. On July 14, 2005, the Board of Directors authorized the repurchase of up to 25 million shares of Dow common stock over the period ending on December 31, 2007. Prior to that authorization (and since August 3, 1999 when the Board of Directors terminated its 1997 authorization which allowed the Company to repurchase shares of Dow common stock), the only shares purchased by the Company were those shares received from employees and non-employee directors to pay taxes owed to the Company as a result of the exercise of stock options or the delivery of deferred stock. See Note N for information regarding the Company's stock option plans. On October 26, 2006, the Board of Directors approved a new share buy-back program, authorizing up to $2 billion to be spent on the repurchase of the Company's common stock. The new program will begin once the current repurchase program is complete.

Reserved Treasury Stock at December 31
Shares in millions	2006	2005	2004
Stock option and deferred stock plans	23.3	14.2	25.8
Employees' stock purchase plans	–	–	2.7
Total shares reserved	23.3	14.2	28.5

Employee Stock Ownership Plan

The Company has the Dow Employee Stock Ownership Plan (the "ESOP"), which is an integral part of The Dow Chemical Company Employees' Savings Plan. A significant majority of full-time employees in the United States are eligible to participate in the ESOP through the allocation of shares of the Company's common stock.

       In 1990, Union Carbide sold shares of its stock to its ESOP (the "UCC ESOP") for a $325 million note with a maturity date of December 31, 2005, and an interest rate of 10 percent. The UCC ESOP shares were converted into shares of Dow common stock on February 6, 2001. On December 27, 2001, the UCC ESOP and the ESOP were merged into one ESOP trust and the UCC ESOP note was restructured with a maturity date of December 31, 2023, and an interest rate of 6.96 percent. On December 31, 2006, the trustee made the final payment on the ESOP note and released the remaining shares held by the ESOP. The outstanding balance of the note was $1 million at December 31, 2005. The receivable from the ESOP was reflected as "Unearned ESOP shares" in the consolidated balance sheets as a reduction of "Stockholders' Equity."

       During 2006, 1 million ESOP shares were allocated to participants' accounts. At December 31, 2006, 12 million common shares held by the ESOP were outstanding, all of which had been allocated to participants' accounts. Shares held by the ESOP were treated as outstanding shares in the determination of basic and diluted earnings per share.

NOTE R – INCOME TAXES

Operating loss carryforwards amounted to $4,858 million at December 31, 2006 and $3,680 million at December 31, 2005. Such amounts include U.S. state and local operating loss carryforwards determined more likely than not to be utilized. At December 31, 2006, $350 million of the operating loss carryforwards is subject to expiration in the years 2007 through 2011. The remaining balances expire in years beyond 2011 or have an indefinite carryforward period. Tax credit carryforwards at December 31, 2006 amounted to $1,081 million ($1,085 million at December 31, 2005), of which $1 million is subject to expiration in the years 2007 through 2011. The remaining tax credit carryforwards expire in years beyond 2011.

       Undistributed earnings of foreign subsidiaries and related companies that are deemed to be permanently invested amounted to $5,951 million at December 31, 2006, $4,299 million at December 31, 2005 and $6,770 million at December 31, 2004. It is not practicable to calculate the unrecognized deferred tax liability on those earnings.

       The Company had valuation allowances, which were primarily related to the realization of recorded tax benefits on tax loss carryforwards from operations in the United States, Brazil and Switzerland of $446 million at December 31, 2006 and $538 million at December 31, 2005.

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       During 2006, the Company developed tax planning strategies in Brazil and determined that it was more likely than not that tax loss carryforwards would be utilized, resulting in a reversal of valuation allowances of $63 million. This impact, combined with strong financial results in jurisdictions with lower tax rates than the United States, enacted reductions in the tax rates in Canada and The Netherlands, and improved earnings from a number of the Company's joint ventures, resulted in an effective tax rate for 2006 that was lower than the U.S. statutory rate. Dow's reported effective tax rate for 2006 was 23.2 percent.

       The American Jobs Creation Act of 2004 (the "AJCA"), which was signed into law in October 2004, introduced a special one-time dividends received deduction on the repatriation of certain foreign earnings to a U.S. taxpayer, provided certain criteria are met. In May 2005, tax authorities released the clarifying language necessary to enable the Company to finalize its plan for the repatriation and reinvestment of foreign earnings subject to the requirements of the AJCA, resulting in a credit of $113 million to the "Provision for income taxes" in the second quarter of 2005.

       On January 23, 2006, the Company received an unfavorable tax ruling from the United States Court of Appeals for the Sixth Circuit reversing a prior decision by the United States District Court relative to corporate owned life insurance, resulting in a charge of $137 million to the "Provision for income taxes" in the fourth quarter of 2005.

       The Company's tax rate for 2005 was lower than the U.S. statutory rate due to strong financial results in jurisdictions with lower tax rates than the United States, improved earnings from a number of joint ventures, and the impact of the repatriation provisions under the AJCA, offset by the unfavorable tax ruling on corporate owned life insurance. Dow's reported effective tax rate for 2005 was 27.8 percent.

       In the first three quarters of 2004, PBBPolisur S.A., a wholly owned subsidiary of the Company in Argentina, recorded significantly improved earnings compared with the previous year, utilizing net operating losses for which a valuation allowance had previously been recorded. In the fourth quarter of 2004, the Company completed a revised earnings estimate and determined that it was more likely than not that the remaining valuation allowance of $28 million was no longer necessary; the valuation allowance was therefore reversed.

       In addition, during the first three quarters of 2004, the Company recorded net valuation allowances on deferred tax assets for tax loss carryforwards from Italian subsidiaries. During the fourth quarter of 2004, tax planning strategies for these entities were considered viable and were expected to be implemented in 2006, utilizing most of the existing tax loss carryforwards for the entities. As a result, $68 million of the existing valuation allowances was reversed in 2004.

       During 2004, based on tax planning strategies that were implemented in Brazil (across multiple entities), as well as projections of future earnings, it was determined that it was more likely than not that tax loss carryforwards would be utilized, resulting in a net reversal of valuation allowances of $5 million.

       The Company's tax rate for 2004 was lower than the U.S. statutory rate due to improved financial results in jurisdictions with lower tax rates than the United States, continued strong performances by a number of joint ventures, revised estimates of the future utilization of operating loss carryforwards in Argentina and Italy and the impact of a legislated decrease in the tax rate in The Netherlands on deferred tax liabilities. Dow's reported effective tax rate for 2004 was 23.1 percent.

       The reserve for tax contingencies related to issues in the United States and foreign locations was $732 million at December 31, 2006 and $860 million at December 31, 2005. This is management's best estimate of the potential liability for tax contingencies. The decrease in the tax contingency reserve was attributable to cash settlements in various jurisdictions, partially offset by current year requirements. Inherent uncertainties exist in estimates of tax contingencies due to changes in tax law, both legislated and concluded through the various jurisdictions' tax court systems. It is the opinion of the Company's management that the possibility is remote that costs in excess of those accrued will have a material adverse impact on the Company's consolidated financial statements.

Domestic and Foreign Components of Income before Income Taxes and Minority Interests
In millions		2006		2005		2004
Domestic	$	2,244	$	2,715	$	457
Foreign		2,728		3,684		3,339
Total	$	4,972	$	6,399	$	3,796

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Reconciliation to U.S. Statutory Rate
In millions		2006			2005			2004
Taxes at U.S. statutory rate	$	1,740		$	2,240		$	1,329
Equity earnings effect		(331	)		(287	)		(168	)
Foreign rates other than 35% (1)		(517	)		(409	)		(524	)
U.S. tax effect of foreign earnings and dividends		272			160			210
U.S. business and R&D credits		(44	)		(48	)		(47	)
Tax contingency reserve adjustments		177			3			24
Benefit of repatriation under AJCA		–			(113	)		–
Unfavorable tax ruling		–			137			–
Other – net		(142	)		99			53
Total tax provision	$	1,155		$	1,782		$	877
Effective tax rate		23.2	%		27.8	%		23.1	%
(1) Includes the effect of changes in valuation allowances for foreign entities as follows: a decrease of $61 million in 2006, an increase of $14 million in 2005 and a decrease of $116 million in 2004.

Provision (Credit) for Income Taxes
	2006								2005						2004
In millions		Current		Deferred			Total			Current		Deferred		Total		Current		Deferred			Total
Federal	$	367	$	401		$	768		$	255	$	535	$	790	$	214	$	(50	)	$	164
State and local		82		(99	)		(17	)		46		20		66		17		26			43
Foreign		602		(198	)		404			741		185		926		391		279			670
Total	$	1,051	$	104		$	1,155		$	1,042	$	740	$	1,782	$	622	$	255		$	877

Deferred Tax Balances at December 31
	2006						2005
In millions		Deferred Tax Assets			Deferred Tax Liabilities			Deferred Tax Assets			Deferred Tax Liabilities
Property	$	260		$	(2,128	)	$	382		$	(2,304	)
Tax loss and credit carryforwards		2,721			–			2,656			–
Postretirement benefit obligations		1,820			(1,030	)		1,501			(861	)
Other accruals and reserves		1,397			(507	)		1,666			(437	)
Inventory		163			(149	)		160			(184	)
Long-term debt		229			(80	)		216			(64	)
Investments		213			(3	)		282			–
Other – net		821			(332	)		551			(643	)
Subtotal	$	7,624		$	(4,229	)	$	7,414		$	(4,493	)
Valuation allowance		(446	)		–			(538	)		–
Total	$	7,178		$	(4,229	)	$	6,876		$	(4,493	)

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NOTE S – OPERATING SEGMENTS AND GEOGRAPHIC AREAS

Dow is a diversified, worldwide manufacturer and supplier of more than 3,100 products. The Company's products are used primarily as raw materials in the manufacture of customer products and services. The Company serves the following industries: appliance; automotive; agricultural; building and construction; chemical processing; electronics; furniture; housewares; oil and gas; packaging; paints, coatings and adhesives; personal care; pharmaceutical; processed foods; pulp and paper; textile and carpet; utilities; and water treatment.

       Dow conducts its worldwide operations through global businesses, which are aggregated into reportable operating segments based on the nature of the products and production processes, end-use markets, channels of distribution and regulatory environment. The Company's reportable operating segments are Performance Plastics, Performance Chemicals, Agricultural Sciences, Basic Plastics, Basic Chemicals, and Hydrocarbons and Energy. Unallocated and Other contains the reconciliation between the totals for the reportable segments and the Company's totals. It also represents the operating segments that do not meet the quantitative threshold for determining reportable segments, research and other expenses related to new business development activities, and other corporate items not allocated to the operating segments.

       The Corporate Profile included below describes the operating segments, how they are aggregated, and the types of products and services from which their revenues are derived.

Corporate Profile

Dow is a diversified chemical company that offers a broad range of innovative chemical, plastic and agricultural products and services to customers in more than 175 countries, helping them to provide everything from fresh water, food and pharmaceuticals to paints, packaging and personal care. In 2006, Dow had annual sales of $49 billion and employed approximately 42,600 people worldwide. The Company has 150 manufacturing sites in 37 countries and produces more than 3,100 products. The following descriptions of the Company's operating segments include a representative listing of products for each business.

PERFORMANCE PLASTICS

Applications: automotive interiors, exteriors, under-the-hood and body engineered systems • building and construction, thermal and acoustic insulation, roofing • communications technology, telecommunication cables, electrical and electronic connectors • footwear • home and office furnishings: kitchen appliances, power tools, floor care products, mattresses, carpeting, flooring, furniture padding, office furniture • information technology equipment and consumer electronics • packaging, food and beverage containers, protective packaging • sports and recreation equipment • wire and cable insulation and jacketing materials for power utility and telecommunications

Dow Automotive serves the global automotive market and is a leading supplier of plastics, adhesives, sealants and other plastics-enhanced products for interior, exterior, under-the-hood, vehicle body structure and acoustical management technology solutions. With offices and application development centers around the world, Dow Automotive provides materials science expertise and comprehensive technical capabilities to its customers worldwide.

•

Products: AFFINITY™ polyolefin plastomers; AMPLIFY™ functional polymers; BETABRACE™ reinforcing composites; BETADAMP™ acoustical damping systems; BETAFOAM™ NVH and structural foams; BETAGUARD™ sealants; BETAMATE™ structural adhesives; BETASEAL™ glass bonding systems; CALIBRE™ polycarbonate resins; DOW™ polyethylene resins; DOW™ polypropylene resins and automotive components made with DOW™ polypropylene; IMPAXX™ energy management foam; INSPIRE™ performance polymers; INTEGRAL™ adhesive film; ISONATE™ pure and modified methylene diphenyl diisocyanate (MDI) products; ISOPLAST™ engineering thermoplastic polyurethane resins; MAGNUM™ ABS resins; PAPI™ polymeric MDI; PELLETHANE™ thermoplastic polyurethane elastomers; Premium brake fluids and lubricants; PULSE™ engineering resins; SPECFLEX™ semi-flexible polyurethane foam systems; SPECTRIM™ reaction moldable polymers; STRANDFOAM™ polypropylene foam; VERSIFY™ plastomers and elastomers; VORANATE™ specialty isocyanates; VORANOL™ polyether polyols

Dow Building Solutions manufactures and markets an extensive line of insulation, weather barrier, and oriented composite building solutions, as well as a line of cushion packaging foam solutions. The business is the recognized leader in extruded polystyrene (XPS) insulation, known industry-wide by its distinctive Blue color and the Dow STYROFOAM™ brand for more than 50 years. The business also manufactures foam solutions for a wide range of applications including cushion packaging, electronics protection and material handling.

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•

Products: EQUIFOAM™ comfort products; ETHAFOAM™ polyethylene foam; IMMOTUS™ acoustic panels; QUASH™ sound management foam; SARAN™ vapor retarder film and tape; STYROFOAM™ brand insulation products (including XPS and polyisocyanurate rigid foam sheathing products); SYMMATRIX™ oriented composites; SYNERGY™ soft touch foam; TRYMER™ polyisocyanurate foam pipe insulation; WEATHERMATE™ weather barrier solutions (housewraps, sill pans, flashings and tapes)

Dow Epoxy is a leading global producer of epoxy resins, intermediates and specialty resins for a wide range of industries and applications such as coatings, electrical laminates, civil engineering, adhesives and composites. With plants strategically located across four continents, the business is focused on providing customers around the world with differentiated solution-based epoxy products and innovative technologies and services.

•

Products: D.E.H.™ epoxy curing agents or hardeners; D.E.N.™ epoxy novolac resins; D.E.R.™ epoxy resins (liquids, solids and solutions); Epoxy intermediates (Acetone, Allyl chloride, Bisphenol-A, Epichlorohydrin, OPTIM™ synthetic glycerine and Phenol); Peroxymeric chemicals (CYRACURE™ cycloaliphatic epoxides, FLEXOL™ plasticizers; and TONE™ monomers, polyols and polymers); Specialty acrylic monomers (Glycidyl methacrylate, Hydroxyethyl acrylate and Hydroxypropyl acrylate); UCAR™ solution vinyl resins

The Polyurethanes and Polyurethane Systems business is a leading global producer of polyurethane raw materials and polyurethane systems. Differentiated by its ability to globally supply a high-quality, consistent and complete product range, this business emphasizes both existing and new business developments while facilitating customer success with a global market and technology network.

•

Products: THE ENHANCER™ and LIFESPAN™ carpet backings; FROTH-PAK™ polyurethane spray foam; GREAT STUFF™ polyurethane foam sealant; INSTA-STIK™ roof insulation adhesive; ISONATE™ MDI; PAPI™ polymeric MDI; Propylene glycol; Propylene oxide; SPECFLEX™ copolymer polyols; SYNTEGRA™ waterborne polyurethane dispersions; TILE BOND™ roof tile adhesive; VORACOR™, VORALAST™, VORALUX™ and VORASTAR™ polyurethane systems; VORANATE™ isocyanate; VORANOL™ and VORANOL™ VORACTIV™ polyether and copolymer polyols

Specialty Plastics and Elastomers is a business portfolio of specialty products including a broad range of engineering plastics and compounds, performance elastomers and plastomers, specialty copolymers, synthetic rubber, polyvinylidene chloride resins and films (PVDC), and specialty film substrates. The business serves such industries as automotive, civil construction, wire and cable, building and construction, consumer electronics and appliances, food and specialty packaging, and footwear.

•

Products: AFFINITY™ polyolefin plastomers (POPs); AMPLIFY™ functional polymers; CALIBRE™ polycarbonate resins; DOW XLA™ elastic fiber; EMERGE™ advanced resins; ENGAGE™ polyolefin elastomers; FLEXOMER™ very low density polyethylene (VLDPE) resins; INTEGRAL™ adhesive films; ISOPLAST™ engineering thermoplastic polyurethane resins; MAGNUM™ ABS resins; NORDEL™ hydrocarbon rubber; PELLETHANE™ thermoplastic polyurethane elastomers; PRIMACOR™ copolymers; PROCITE™ window envelope films; PULSE™ engineering resins; REDI-LINK™ polyethylene-based wire & cable insulation compounds; SARAN™ PVDC resin and SARAN™ PVDC film; SARANEX™ barrier films; SI-LINK™ polyethylene-based low voltage insulation compounds; TRENCHCOAT™ protective films; TYRIL™ SAN resins; TYRIN™ chlorinated polyethylene; UNIGARD™ HP high-performance flame-retardant compounds; UNIGARD™ RE reduced emissions flame-retardant compounds; UNIPURGE™ purging compound; VERSIFY™ plastomers and elastomers; ZETABON™ coated metal cable armor

The Technology Licensing and Catalyst business includes licensing and supply of related catalysts, process control software and services for the UNIPOL™ polypropylene process, the METEOR™ process for ethylene oxide (EO) and ethylene glycol (EG), the LP OXO™ process for oxo alcohols, the QBIS™ bisphenol A process, and Dow's proprietary technology for production of purified terephthalic acid (PTA). Licensing of the UNIPOL™ polyethylene process and sale of related catalysts, including metallocene catalysts, are handled through Univation Technologies, LLC, a 50:50 joint venture of Union Carbide.

•

Products: LP OXO™ process technology and NORMAX™ catalysts; METEOR™ EO/EG process technology and catalysts; PTA process technology; QBIS™ bisphenol A process technology and DOWEX™ QCAT™ catalyst; UNIPOL™ PP process technology and SHAC™ catalyst systems

The Performance Plastics segment also includes a portion of the results of the Siam Group, a group of Thailand-based joint ventures.

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PERFORMANCE CHEMICALS

Applications: agricultural and pharmaceutical products and processing • building materials • chemical processing and intermediates • electronics • food processing and ingredients • gas treating solvents • household products • metal degreasing and dry cleaning • oil and gas treatment • paints, coatings, inks, adhesives, lubricants • personal care products • pulp and paper manufacturing, coated paper and paperboard • textiles and carpet • water purification

Designed Polymers is a business portfolio of products and systems characterized by unique chemistry, deep expertise in regulated markets and specialty product qualities and features. Within Designed Polymers, Dow Water Solutions offers world-class brands and enabling component technologies designed to advance the science of desalination, water purification, trace contaminant removal and water recycling. Other businesses in Designed Polymers, such as Water Soluble Polymers, develop and market a range of products that enhance the physical and sensory properties of end-use products in a wide range of applications including food, pharmaceuticals, oil and gas, paints and coatings, personal care, and building and construction.

•

Products and Services: Acrolein derivatives; Basic nitroparaffins and nitroparaffin-based specialty chemicals of ANGUS Chemical Company, a wholly owned subsidiary of Dow; CELLOSIZE™ hydroxyethyl cellulose; Chiral compounds and biocatalysts; CYCLOTENE™ advanced electronics resins; DOW™ latex powders; DOWEX™ ion exchange resins; ETHOCEL™ ethylcellulose resins; FILMTEC™ membranes; FORTEFIBER™ soluble dietary fiber; Hydrocarbon resins; Industrial biocides; METHOCEL™ cellulose ethers; OMEXELL™ ultrafiltration; OMEXELL™ electrodeionization; Pfçnex Expression Technology™; POLYOX™ water-soluble resins; Quaternaries; SILK™ semiconductor dielectric resins

The Dow Latex and Acrylic Monomers business is a major global supplier of latexes, for a wide range of industries and applications. It provides the broadest line of styrene/butadiene (S/B) products supporting customers in paper and paperboard (for magazines, catalogues and food packaging) applications, and the carpet and floor covering industry. UCAR Emulsion Systems (UES) manufactures and sells acrylic, vinyl acrylic, vinyl acetate ethylene (VAE), and S/B and styrene acrylic latexes and NEOCAR™ branched vinyl ester latexes for use in the architectural and industrial coatings, adhesives, construction products such as caulks and sealants, textile, and traffic paint. It also offers the broadest product range in the dispersion area and produces and markets UCAR™ POLYPHOBE™ rheology modifiers.

•

Products: Acrylic acid/Acrylic esters; Acrylic latex; EVOCAR™ specialty latex; FOUNDATIONS™ latex; NEOCAR™ branched vinyl ester latexes; Styrene-acrylate latex; Styrene-butadiene latex; Styrene-butadiene vinyl acetate ethylene (VAE); UCAR™ all-acrylic, styrene-acrylic and vinyl-acrylic latexes; UCAR™ POLYPHOBE™ rheology modifiers; UCARHIDE™ opacifier

The Specialty Chemicals business provides products and services used as functional ingredients or processing aids in the manufacture of a diverse range of products. Applications include agricultural and pharmaceutical products and processing, building and construction, chemical processing and intermediates, electronics, food processing and ingredients, gas treating solvents, fuels and lubricants, oil and gas, household and institutional cleaners, coatings and paints, pulp and paper manufacturing, metal degreasing and dry cleaning, and transportation. Dow Haltermann Custom Processing provides contract and custom manufacturing services to other specialty chemical, agricultural chemical and biodiesel producers.

•

Products: AMBITROL™ and NORKOOL™ industrial coolants; Butyl CARBITOL™ and Butyl CELLOSOLVE™ ethylene oxide; CARBOWAX™ and CARBOWAX™ SENTRY™ polyethylene glycols and methoxypolyethylene glycols; Diphenyloxide; DOW™ polypropylene glycols; DOWCAL™, DOWFROST™, DOWTHERM™, SYLTHERM and UCARTHERM™ heat transfer fluids; DOWFAX™, TERGITOL™ and TRITON™ surfactants; Ethanolamines; Ethyleneamines; Isopropanolamines; MAXIBOOST™ cleaning boosters; MAXICHECK™ solvent analysis test kits; MAXISTAB™ stabilizers; Propylene oxide-based glycol ethers; SAFE-TAINER™ closed-loop delivery system; SYNALOX™ lubricants; UCAR™ deicing fluids; UCARKLEAN™ amine management; UCARSOL™ formulated solvents; UCON™ fluids; VERSENE™ chelating agents; Fine and specialty chemicals from the Dow Haltermann Custom Processing business; Test and reference fuels, printing ink distillates, pure hydrocarbons and esters, and derivatives from Haltermann Products, a wholly owned subsidiary of Dow

102

The Performance Chemicals segment also includes the results of Dow Corning Corporation, and a portion of the results of the OPTIMAL Group and the Siam Group, all joint ventures of the Company.

AGRICULTURAL SCIENCES

Applications: control of weeds, insects and plant diseases for agriculture and pest management • agricultural seeds and traits (genes)

Dow AgroSciences is a global leader in providing pest management, agricultural and crop biotechnology products and solutions. The business develops, manufactures and markets products for crop production; weed, insect and plant disease management; and industrial and commercial pest management. Dow AgroSciences is building a leading plant genetics and biotechnology business in agricultural seeds, traits, healthy oils, and animal health.

•

Products: CLINCHER™ herbicide; DITHANE™ fungicide; FORTRESS™ fungicide; GARLON™ herbicide; GLYPHOMAX™ herbicide; GRANITE™ herbicide, HERCULEX™ I insect protection; HERCULEX™RW insect protection; HERCULEX™ XTRA insect protection; KEYSTONE™ herbicides; LAREDO™ fungicide; LONTREL™ herbicide; LORSBAN™ insecticides; MILESTONE™ herbicide; MUSTANG™ herbicide; MYCOGEN™ seeds; NEXERA™ canola and sunflower seeds; PHYTOGEN™ brand cottonseeds; PROFUME™ gas fumigant; SENTRICON™ termite colony elimination system; STARANE™ herbicide; STINGER™ herbicide; SURPASS™ herbicide; TELONE™ soil fumigant; TORDON™ herbicide; TRACER™ NATURALYTE™ insect control; VIKANE™ structural fumigant; WIDESTRIKE™ insect protection

BASIC PLASTICS

Applications: adhesives • appliances and appliance housings • agricultural films • automotive parts and trim • beverage bottles • bins, crates, pails and pallets • building and construction • coatings • consumer and durable goods • consumer electronics • disposable diaper liners • fibers and nonwovens • films, bags and packaging for food and consumer products • hoses and tubing • household and industrial bottles • housewares • hygiene and medical films • industrial and consumer films and foams • information technology • oil tanks and road equipment • plastic pipe • textiles • toys, playground equipment and recreational products • wire and cable compounds

The Polyethylene business is the world's leading supplier of polyethylene-based solutions through sustainable product differentiation. Through the use of multiple catalyst and process technologies, the business offers customers one of the industry's broadest ranges of polyethylene resins via a strong global network of local experts focused on partnering for long-term success.

•

Products: ASPUN™ fiber grade resins; ATTANE™ ultra low density polyethylene (ULDPE) resins; CONTINUUM™ bimodal polyethylene resins; DOW™ high density polyethylene (HDPE) resins; DOW™ low density polyethylene (LDPE) resins; DOWLEX™ polyethylene resins; ELITE™ enhanced polyethylene (EPE) resins; TUFLIN™ linear low density polyethylene (LLDPE) resins; UNIVAL™ HDPE resins

The Polypropylene business, a major global polypropylene supplier, provides a broad range of products and solutions tailored to customer needs by leveraging Dow's leading manufacturing and application technology, research and product development expertise, extensive market knowledge and strong customer relationships.

•

Products: DOW™ homopolymer polypropylene resins; DOW™ impact copolymer polypropylene resins; DOW™ random copolymer polypropylene resins; INSPIRE™ performance polymers

The Polystyrene business, the global leader in the production of polystyrene resins, is uniquely positioned with geographic breadth and participation in a diversified portfolio of applications. Through market and technical leadership and low cost capability, the business continues to improve product performance and meet customer needs.

•

Products: STYRON A-TECH™ and C-TECH™ advanced technology polystyrene resins and a full line of STYRON™ general purpose polystyrene resins; STYRON™ high-impact polystyrene resins

The Basic Plastics segment also includes the results of Equipolymers and a portion of the results of EQUATE Petrochemical Company K.S.C. and the Siam Group, all joint ventures of the Company.

103

BASIC CHEMICALS

Applications: agricultural products • alumina • automotive antifreeze and coolant systems • carpet and textiles • chemical processing • dry cleaning • dust control • household cleaners and plastic products • inks • metal cleaning • packaging, food and beverage containers, protective packaging • paints, coatings and adhesives • personal care products • petroleum refining • pharmaceuticals • plastic pipe • pulp and paper manufacturing • snow and ice control • soaps and detergents • water treatment

The Core Chemicals business is a leading global producer of each of its basic chemical products, which are sold to many industries worldwide, and also serve as key raw materials in the production of a variety of Dow's performance and plastics products.

•

Products: Acids; Alcohols; Aldehydes; Caustic soda; Chlorine; Chloroform; COMBOTHERM™ blended deicer; DOWFLAKE™ calcium chloride; DOWPER™ dry cleaning solvent; Esters; Ethylene dichloride (EDC); LIQUIDOW™ liquid calcium chloride; MAXICHECK™ procedure for testing the strength of reagents; MAXISTAB™ stabilizers for chlorinated solvents; Methyl chloride; Methylene chloride; Monochloroacetic acid (MCAA); Oxo products; PELADOW™ calcium chloride pellets; Perchloroethylene; Trichloroethylene; Vinyl acetate monomer (VAM); Vinyl chloride monomer (VCM); Vinylidene chloride (VDC)

The Ethylene Oxide/Ethylene Glycol business is a key supplier of ethylene glycol to MEGlobal, a 50:50 joint venture and a world leader in the manufacture and marketing of merchant monoethylene glycol and diethylene glycol. Dow also supplies ethylene oxide to internal derivatives businesses. Ethylene glycol is used in polyester fiber, polyethylene terephthalate (PET) for food and beverage container applications, polyester film and antifreeze.

•

Products: Ethylene glycol (EG); Ethylene oxide (EO)

The Basic Chemicals segment also includes the results of MEGlobal and a portion of the results of EQUATE Petrochemical Company K.S.C. and the OPTIMAL Group, all joint ventures of the Company.

HYDROCARBONS AND ENERGY

Applications: polymer and chemical production • power

The Hydrocarbons and Energy business encompasses the procurement of fuels, natural gas liquids and crude oil-based raw materials, as well as the supply of monomers, power and steam principally for use in Dow's global operations. The business regularly sells its byproducts; the business also buys and sells products in order to balance regional production capabilities and derivative requirements. The business also sells products to certain Dow joint ventures. Dow is the world leader in the production of olefins and aromatics.

•

Products: Benzene; Butadiene; Butylene; Cumene; Ethylene; Propylene; Styrene; Power, steam and other utilities

The Hydrocarbons and Energy segment also includes the results of Compañía Mega S.A. and a portion of the results of the Siam Group, both joint ventures of the Company.

Unallocated and Other includes the results of New Ventures (which includes new business incubation platforms focused on identifying and pursuing new commercial opportunities); Venture Capital; the Company's insurance operations and environmental operations; and overhead and other cost recovery variances not allocated to the operating segments.

104

       Transfers of products between operating segments are generally valued at cost. However, transfers of products to Agricultural Sciences from other segments are generally valued at market-based prices; the revenues generated by these transfers are provided in the following table:

Operating Segment Information
In millions		Performance Plastics		Performance Chemicals		Agricultural Sciences		Basic Plastics		Basic Chemicals		Hydrocarbons and Energy			Unallocated and Other			Total
	2006
	Sales to external customers	$	13,944	$	7,867	$	3,399	$	11,833	$	5,560	$	6,205		$	316		$	49,124
	Intersegment revenues		28		56		–		–		77		–			(161	)		–
	Equity in earnings of nonconsolidated affiliates		89		368		1		173		241		85			2			959
	Restructuring charges (1)		242		12		–		16		184		–			137			591
	Asbestos-related credit (2)		–		–		–		–		–		–			(177	)		(177	)
	EBIT (4)		1,629		1,242		415		2,022		689		–			(594	)		5,403
	Total assets		10,640		7,170		3,947		7,871		4,341		3,075			8,537			45,581
	Investments in nonconsolidated affiliates		282		847		16		617		533		436			4			2,735
	Depreciation and amortization		641		393		113		470		382		74			1			2,074
	Capital expenditures		377		364		94		169		283		488			–			1,775
	2005
	Sales to external customers	$	12,405	$	7,521	$	3,364	$	11,007	$	5,643	$	6,061		$	306		$	46,307
	Intersegment revenues		29		43		–		–		57		–			(129	)		–
	Equity in earnings of nonconsolidated affiliates		198		294		1		215		204		52			–			964
	Restructuring charges (1)		28		14		9		12		3		–			48			114
	EBIT (4)		2,507		1,435		543		2,398		1,129		(1	)		(1,048	)		6,963
	Total assets		9,779		6,548		3,999		7,605		4,575		3,100			10,328			45,934
	Investments in nonconsolidated affiliates		196		647		23		498		538		397			(14	)		2,285
	Depreciation and amortization		622		388		131		448		378		108			4			2,079
	Capital expenditures		230		334		95		246		230		462			–			1,597
	2004
	Sales to external customers	$	10,449	$	6,483	$	3,368	$	9,284	$	5,439	$	4,876		$	262		$	40,161
	Intersegment revenues		22		40		–		–		46		–			(108	)		–
	Equity in earnings (losses) of nonconsolidated affiliates		133		196		–		172		424		76			(78	)		923
	Restructuring charges (1)		–		89		–		–		–		–			454			543
	Gain on asset divestitures related to formation of nonconsolidated affiliates (3)		–		–		–		124		439		–			–			563
	EBIT (4)		1,075		720		586		1,714		1,600		–			(1,238	)		4,457
	Total assets		9,956		6,069		3,824		7,174		4,469		2,693			11,700			45,885
	Investments in nonconsolidated affiliates		874		479		23		433		517		374			(2	)		2,698
	Depreciation and amortization		541		492		122		450		366		111			6			2,088
	Capital expenditures		319		186		109		168		238		312			1			1,333
(1) See Note B for information regarding restructuring activities.
(2) See Note J for information regarding the asbestos-related credit.
(3) See Note C for information regarding the gain on asset divestitures related to the formation of nonconsolidated affiliates.
(4) The Company uses EBIT (which Dow defines as earnings before interest, income taxes and minority interests) as its measure of profit/loss for segment reporting purposes. EBIT by operating segment includes all operating items relating to the businesses; items that principally apply to the Company as a whole are assigned to Unallocated and Other. A reconciliation of EBIT to "Net Income Available for Common Stockholders" is provided below:

In millions			2006		2005			2004
EBIT		$	5,403	$	6,963		$	4,457
+	Interest income		185		138			86
-	Interest expense and amortization of debt discount		616		702			747
-	Provision for income taxes		1,155		1,782			877
-	Minority interests' share in income		93		82			122
+	Cumulative effect of change in accounting principle		–		(20	)		–
Net Income Available for Common Stockholders		$	3,724	$	4,515		$	2,797

105

       The Company operates 150 manufacturing sites in 37 countries. The United States is home to 45 of these sites, representing 55 percent of the Company's long-lived assets. Sales are attributed to geographic areas based on customer location. Long-lived assets are attributed to geographic areas based on asset location.

Geographic Area Information
In millions		United States		Europe (1)		Rest of World		Total
2006
Sales to external customers	$	18,172	$	17,846	$	13,106	$	49,124
Long-lived assets (2)		$7,505		$3,963		$2,254		$13,722
2005
Sales to external customers	$	17,524	$	16,624	$	12,159	$	46,307
Long-lived assets (2)		$7,314		$3,735		$2,488		$13,537
2004
Sales to external customers	$	15,054	$	14,280	$	10,827	$	40,161
Long-lived assets (2)		$7,139		$4,001		$2,688		$13,828
(1) Europe includes the Middle East and Africa.
(2) Long-lived assets in Germany represented approximately 11 percent of the total at December 31, 2006 and December 31, 2005, and 12 percent of the total at December 31, 2004.

106

The Dow Chemical Company and Subsidiaries
Selected Quarterly Financial Data

In millions, except per share amounts            (Unaudited)
2006		1st		2nd		3rd			4th			Year
Net sales		$	12,020	$	12,509	$	12,359		$	12,236		$	49,124
Cost of sales			9,803		10,624		10,600			10,499			41,526
Gross Margin			2,217		1,885		1,759			1,737			7,598
Restructuring charges			–		–		(579	)		(12	)		(591	)
Asbestos-related credit			–		–		–			177			177
Net income available for common stockholders			1,214		1,023		512			975			3,724
Earnings per common share – basic (1)			1.25		1.06		0.53			1.02			3.87
Earnings per common share – diluted			1.24		1.05		0.53			1.00			3.82
Common stock dividends declared per share of common stock			0.375		0.375		0.375			0.375			1.50
Market price range of common stock: (2)
	High		45.15		43.10		39.98			41.55			45.15
	Low		40.26		37.01		33.00			38.13			33.00
2005		1st		2nd		3rd			4th			Year
Net sales		$	11,679	$	11,450	$	11,261		$	11,917		$	46,307
Cost of sales			9,337		9,300		9,610			10,029			38,276
Gross Margin			2,342		2,150		1,651			1,888			8,031
Restructuring charges			–		–		–			(114	)		(114	)
Credit to "Provision for income taxes" related to the repatriation of foreign earnings under the AJCA (3)			–		113		–			–			113
Charge to "Provision for income taxes" due to unfavorable tax ruling related to corporate owned life insurance			–		–		–			(137	)		(137	)
Income before cumulative effect of change in accounting principle			1,353		1,265		801			1,116			4,535
Cumulative effect of change in accounting principle			–		–		–			(20	)		(20	)
Net income available for common stockholders			1,353		1,265		801			1,096			4,515
Earnings before cumulative effect of change in accounting principle per common share – basic (4)			1.41		1.31		0.83			1.15			4.71
Earnings per common share – basic (4)			1.41		1.31		0.83			1.13			4.69
Earnings before cumulative effect of change in accounting principle per common share – diluted (4)			1.39		1.30		0.82			1.14			4.64
Earnings per common share – diluted (4)			1.39		1.30		0.82			1.12			4.62
Common stock dividends declared per share of common stock			0.335		0.335		0.335			0.335			1.34
Market price range of common stock: (2)
	High		56.75		50.49		49.45			47.21			56.75
	Low		47.55		42.88		40.18			40.55			40.18

See Notes to the Consolidated Financial Statements.

(1) Due to a decline in the basic share count during 2006, the sum of the four quarters does not equal the earnings per share amount calculated for the year.
(2) Composite price as reported by the New York Stock Exchange.
(3) American Jobs Creation Act of 2004 ("AJCA")
(4) Due to increases in the share counts during 2005, the sum of the four quarters does not equal the earnings per share amounts calculated for the year.

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The Dow Chemical Company and Subsidiaries
PART II

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, the Company carried out an evaluation, under the supervision and with the participation of the Company's Disclosure Committee and the Company's management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to paragraph (b) of Exchange Act Rules 13a-15 and 15d-15. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that was conducted during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Management's Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control framework and processes are designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial reporting and the preparation of the Company's consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.

       The Company's internal control over financial reporting includes those policies and procedures that:

•

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

•

provide reasonable assurance that transactions are recorded properly to allow for the preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and Directors of the Company;

•

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the consolidated financial statements; and

•

provide reasonable assurance as to the detection of fraud.

       Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance that a misstatement of our financial statements would be prevented or detected. Further, because of changing conditions, effectiveness of internal control over financial reporting may vary over time.

       Management assessed the effectiveness of the Company's internal control over financial reporting and concluded that, as of December 31, 2006, such internal control is effective. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control – Integrated Framework.

       The Company's independent auditors, Deloitte & Touche LLP, with direct access to the Company's Board of Directors through its Audit Committee, have audited the consolidated financial statements prepared by the Company. Their report on the consolidated financial statements is included in Part II, Item 8. Financial Statements and Supplementary Data. Management's assessment of the Company's internal control over financial reporting has been audited by Deloitte & Touche LLP, as stated in their report included herein.

/s/ ANDREW N. LIVERIS	/s/ GEOFFERY E. MERSZEI
Andrew N. Liveris President, Chief Executive Officer and Chairman of the Board	Geoffery E. Merszei Executive Vice President and Chief Financial Officer
/s/ WILLIAM H. WEIDEMAN
William H. Weideman Vice President and Controller February 14, 2007

108

Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
The Dow Chemical Company:

We have audited management's assessment, included in the accompanying Management's Report on Internal Control Over Financial Reporting, that The Dow Chemical Company and subsidiaries (the "Company") maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

       We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

       A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

       Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

       In our opinion, management's assessment that the Company maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

       We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule listed in the Index at Item 15 (a) 2. as of and for the year ended December 31, 2006 of the Company and our report dated February 14, 2007 expressed an unqualified opinion on those financial statements and financial statement schedule.

/s/ DELOITTE & TOUCHE LLP

Deloitte & Touche LLP
Midland, Michigan
February 14, 2007

109

ITEM 9B. OTHER INFORMATION.

None.

110

The Dow Chemical Company and Subsidiaries
PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Information relating to Directors, certain executive officers and certain corporate governance matters (including identification of Audit Committee members and financial expert(s)) is contained in the definitive Proxy Statement for the Annual Meeting of Stockholders of The Dow Chemical Company to be held on May 10, 2007, and is incorporated herein by reference. See also the information regarding executive officers of the registrant set forth in Part I under the caption "Executive Officers of the Registrant" in reliance on General Instruction G to Form 10-K.

       On July 10, 2003, the Board of Directors of the Company adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer, and is incorporated herein by reference to Exhibit 14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2003.

ITEM 11. EXECUTIVE COMPENSATION.

Information relating to executive compensation and the Company's equity compensation plans is contained in the definitive Proxy Statement for the Annual Meeting of Stockholders of The Dow Chemical Company to be held on May 10, 2007, and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Information with respect to beneficial ownership of Dow common stock by each Director and all Directors and executive officers of the Company as a group is contained in the definitive Proxy Statement for the Annual Meeting of Stockholders of The Dow Chemical Company to be on held May 10, 2007, and is incorporated herein by reference.

       Information relating to any person who beneficially owns in excess of 5 percent of the total outstanding shares of Dow common stock is contained in the definitive Proxy Statement for the Annual Meeting of Stockholders of The Dow Chemical Company to be on held May 10, 2007, and is incorporated herein by reference.

       Information with respect to compensation plans under which equity securities are authorized for issuance is contained in the definitive Proxy Statement for the Annual Meeting of Stockholders of The Dow Chemical Company to be held on May 10, 2007, and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

There were no reportable relationships or related transactions in 2006.

       Information relating to director independence is contained in the definitive Proxy Statement for the Annual Meeting of Stockholders of The Dow Chemical Company to be held on May 10, 2007, and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Information with respect to fees and services related to the Company's independent auditors, Deloitte & Touche LLP, and the disclosure of the Audit Committee's pre-approval policies and procedures are contained in the definitive Proxy Statement for the Annual Meeting of Stockholders of The Dow Chemical Company to be held on May 10, 2007, and are incorporated herein by reference.

111

The Dow Chemical Company and Subsidiaries
PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a)

The following documents are filed as part of this report:

(1)

The Company's 2006 Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are included in Part II, Item 8. Financial Statements and Supplementary Data.

(2)

Financial Statement Schedules – The following Financial Statement Schedule should be read in conjunction with the Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm included in Part II, Item 8 of this Annual Report on Form 10-K:

              Schedule II        Valuation and Qualifying Accounts

Schedules other than the one listed above are omitted due to the absence of conditions under which they are required or because the information called for is included in the Consolidated Financial Statements or the Notes to the Consolidated Financial Statements.

(3)

Exhibits – See the Exhibit Index on pages 115-119 of this Annual Report on Form 10-K for exhibits filed with this Annual Report on Form 10-K or incorporated by reference. The following exhibits, listed on the Exhibit Index, are filed with this Annual Report on Form 10-K:

Exhibit No.	Description of Exhibit
10(a)	A copy of The Dow Chemical Company Executives' Supplemental Retirement Plan, amended and restated on December 31, 2006, effective as of January 1, 2005.
10(s)	A copy of the Summary Plan Description for The Dow Chemical Company Company-Paid Life Insurance Plan, Employee-Paid Life Insurance Plan, and Dependent Life Insurance Plan, amended and restated on October 1, 2006, for the Plan Year beginning January 1, 2007.
10(t)	A copy of the Summary Plan Description for The Dow Chemical Company Retiree Company-Paid Life Insurance Plan, Retiree Optional Life Insurance Plan, and Retiree Dependent Life Insurance Plan, amended and restated on October 1, 2006, effective as of January 1, 2007.
10(dd)	A copy of The Dow Chemical Company Elective Deferral Plan, effective for deferrals after January 1, 2005, amended on November 1, 2006
21	Subsidiaries of The Dow Chemical Company.
23(a)	Consent of Independent Registered Public Accounting Firm.
23(b)	Analysis, Research & Planning Corporation's Consent.
31(a)	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(b)	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32(a)	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32(b)	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

A copy of any exhibit can be obtained via the Internet through the Company's Investor Relations webpage on www.dow.com, or the Company will provide a copy of any exhibit upon receipt of a written request for the particular exhibit or exhibits desired. All requests should be addressed to the Vice President and Controller of the Company at the address of the Company's principal executive offices.

112

	The Dow Chemical Company and Subsidiaries Valuation and Qualifying Accounts	Schedule II
(In millions)	For the Years Ended December 31

COLUMN A    Description		COLUMN B    Balance at Beginning of Year		COLUMN C       Addition to Reserves	COLUMN D   Deductions from Reserves		COLUMN E   Balance at End of Year
2006
RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY:
	For doubtful receivables	$	169	9	56	(a)	$	122
	Other investments and noncurrent receivables	$	329	47	11		$	365
2005
RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY:
	For doubtful receivables	$	136	52	19	(a)	$	169
	Other investments and noncurrent receivables	$	319	29	19		$	329
2004
RESERVES DEDUCTED FROM ASSETS TO WHICH THEY APPLY:
	For doubtful receivables	$	118	49	31	(a)	$	136
	Other investments and noncurrent receivables	$	323	7	11		$	319

	2006		2005		2004
(a) Deductions represent:
Notes and accounts receivable written off	$	44	$	12	$	17
Credits to profit and loss		1		3		5
Miscellaneous other		11		4		9
	$	56	$	19	$	31

113

The Dow Chemical Company and Subsidiaries
Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on the 20th day of February 2007.

THE DOW CHEMICAL COMPANY
By:	/s/ W. H. WEIDEMAN W. H. Weideman, Vice President and Controller

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed on the 20th day of February 2007 by the following persons in the capacities indicated:

/s/ A. A. ALLEMANG	/s/ G. E. MERSZEI
A. A. Allemang, Director and Senior Advisor	G. E. Merszei, Director, Executive Vice President and Chief Financial Officer
/s/ J. K. BARTON	/s/ J. P. REINHARD
J. K. Barton, Director	J. P. Reinhard, Director
/s/ J. A. BELL	/s/ J. M. RINGLER
J. A. Bell, Director	J. M. Ringler, Director
/s/ J. M. FETTIG	/s/ R. G. SHAW
J. M. Fettig, Director	R. G. Shaw, Director
/s/ B. H. FRANKLIN	/s/ P. G. STERN
B. H. Franklin, Director	P. G. Stern, Presiding Director
/s/ J. B. HESS	/s/ W. H. WEIDEMAN
J. B. Hess, Director	W. H. Weideman, Vice President and Controller
/s/ A. N. LIVERIS
A. N. Liveris, Director, President, Chief Executive Officer and Chairman of the Board

114

The Dow Chemical Company and Subsidiaries
Exhibit Index

EXHIBIT NO.	DESCRIPTION
2	Agreement and Plan of Merger dated as of August 3, 1999 among Union Carbide Corporation, The Dow Chemical Company and Transition Sub Inc., incorporated by reference to Annex A to the proxy statement/prospectus included in The Dow Chemical Company's Registration Statement on Form S-4, File No. 333-88443, filed October 5, 1999.
3(i)	The Restated Certificate of Incorporation of The Dow Chemical Company as filed with the Secretary of State of the State of Delaware on May 18, 2004, incorporated by reference to Exhibit 3(i) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.
3(ii)	The Bylaws of The Dow Chemical Company, as amended and re-adopted in full on April 13, 2006, effective May 11, 2006, incorporated by reference to Exhibit 3(ii) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.
4	Indenture, dated as of April 1, 1992, between The Dow Chemical Company and the First National Bank of Chicago, as trustee (incorporated by reference to Exhibit 4.1 to The Dow Chemical Company's Registration Statement on Form S-3, File No. 333-88617 (the "S-3 Registration Statement")), as amended by the Supplemental Indenture, dated as of January 1, 1994, between The Dow Chemical Company and The First National Bank of Chicago, as trustee (incorporated by reference to Exhibit 4.2 to the S-3 Registration Statement), as amended by the Second Supplemental Indenture, dated as of October 1, 1999, between The Dow Chemical Company and Bank One Trust Company, N.A. (formerly The First National Bank of Chicago), as trustee (incorporated by reference to Exhibit 4.3 to the S-3 Registration Statement), as amended by the Third Supplemental Indenture, dated as of May 15, 2001, between The Dow Chemical Company and Bank One Trust Company, N.A. (formerly The First National Bank of Chicago), as trustee (incorporated by reference to Exhibit 4.4 to The Dow Chemical Company's Registration Statement on Form S-4, File No. 333-67368); and all other such indentures that define the rights of holders of long-term debt of The Dow Chemical Company and its consolidated subsidiaries as shall be requested to be furnished to the Securities and Exchange Commission pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.
10(a)	A copy of The Dow Chemical Company Executives' Supplemental Retirement Plan, amended and restated on December 31, 2006, effective as of January 1, 2005.
10(b)	The Dow Chemical Company 1979 Award and Option Plan, as amended through May 1983 (included as part of and incorporated by reference to the Prospectus contained in Post-Effective Amendment No. 4 to The Dow Chemical Company's Registration Statement on Form S-8, File No. 2-64560, filed June 23, 1983), as amended April 12, 1984 (incorporated by reference to Exhibit 10(ff) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 1984), as amended April 18, 1985 (incorporated by reference to Exhibit 10(fff) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 1985), as amended October 30, 1987 (incorporated by reference to Exhibit 10(j) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 1987).
10(c)	The Dow Chemical Company Voluntary Deferred Compensation Plan for Outside Directors (for deferrals made through December 31, 2004), as amended effective as of July 1, 1994, incorporated by reference to Exhibit 10(f) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 1994, as amended in the manner described in the definitive Proxy Statement for the Annual Meeting of Stockholders of The Dow Chemical Company held on May 14, 1998, incorporated by reference.
10(d)	Intentionally left blank.
10(e)	The Dow Chemical Company Dividend Unit Plan, incorporated by reference to Exhibit 10(j) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 1992.

115

EXHIBIT NO.	DESCRIPTION
10(f)	The Dow Chemical Company 1988 Award and Option Plan (included as part of and incorporated by reference to the Prospectus contained in The Dow Chemical Company's Registration Statement on Form S-8, File No. 33-21748, filed May 16, 1988), as amended during 1991 (incorporated by reference to Exhibit 10(k) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 1991), as amended effective as of January 1, 1997 (incorporated by reference to Appendix A to the definitive Proxy Statement for the Annual Meeting of Stockholders of The Dow Chemical Company held on May 15, 1997); as amended pursuant to shareholder approval granted on May 9, 2002 (incorporated by reference to Agenda Item 3 of the definitive Proxy Statement for the Annual Meeting of Stockholders of The Dow Chemical Company held on May 9, 2002).
10(g)	Intentionally left blank.
10(h)	The Dow Chemical Company 1994 Executive Performance Plan, incorporated by reference to the definitive Proxy Statement for the Annual Meeting of Stockholders of The Dow Chemical Company held on May 12, 1994.
10(i)	The Dow Chemical Company 1994 Non-Employee Directors' Stock Plan, incorporated by reference to Exhibit 10(o) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 1994.
10(j)	Intentionally left blank.
10(k)	A written description of the 1998 Non-Employee Directors' Stock Incentive Plan, incorporated by reference to the definitive Proxy Statement for the Annual Meeting of Stockholders of The Dow Chemical Company held on May 14, 1998.
10(l)	A written description of compensation for Directors of The Dow Chemical Company, incorporated by reference to the definitive Proxy Statement for the Annual Meeting of Stockholders of The Dow Chemical Company to be held on May 10, 2007.
10(m)	A written description of the manner in which compensation is set for the Executive Officers of The Dow Chemical Company, incorporated by reference to the definitive Proxy Statement for the Annual Meeting of Stockholders of The Dow Chemical Company to be held on May 10, 2007.
10(n)	A resolution adopted by the Board of Directors of The Dow Chemical Company on May 5, 1971, and most recently amended on July 9, 1998, describing the employee compensation program for decelerating Directors, incorporated by reference to Exhibit 10(p) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 1998; as amended, re-adopted in full and restated on March 21, 2003, incorporated by reference to Exhibit 10(n) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2003; as amended, re-adopted in full and restated on February 10, 2005, incorporated by reference to Exhibit 10(n) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.
10(o)	The template used for The Dow Chemical Company Key Employee Insurance Program ("KEIP"), which provides benefits using insurance policies that replace benefits otherwise payable under The Dow Chemical Company Executives' Supplemental Retirement Plan and Company-Paid Life Insurance Plan, incorporated by reference to Exhibit 10(o) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2002. KEIP is a component of the annual pension benefits listed in and incorporated by reference to the definitive Proxy Statement for the Annual Meeting of Stockholders of The Dow Chemical Company to be held on May 10, 2007.
10(p)	The Dow Chemical Company Elective Deferral Plan (for deferrals made through December 31, 2004), amended and restated as of September 1, 2006, incorporated by reference to Exhibit 10(p) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.

116

EXHIBIT NO.	DESCRIPTION
10(q)	Intentionally left blank.
10(r)	Intentionally left blank.
10(s)	A copy of the Summary Plan Description for The Dow Chemical Company Company-Paid Life Insurance Plan, Employee-Paid Life Insurance Plan, and Dependent Life Insurance Plan, amended and restated on October 1, 2006, for the Plan Year beginning January 1, 2007.
10(t)	A copy of the Summary Plan Description for The Dow Chemical Company Retiree Company-Paid Life Insurance Plan, Retiree Optional Life Insurance Plan, and Retiree Dependent Life Insurance Plan, amended and restated on October 1, 2006, effective as of January 1, 2007.
10(u)	2003 Non-Employee Directors' Stock Incentive Plan, incorporated by reference to Appendix C to the definitive Proxy Statement for the Annual Meeting of Stockholders of The Dow Chemical Company held on May 8, 2003.
10(v)	Non-Qualified Stock Option Agreement Pursuant to The Dow Chemical Company 1994 Non-Employee Directors' Stock Plan, incorporated by reference to Exhibit 10.1 to The Dow Chemical Company Current Report on Form 8-K filed on September 3, 2004.
10(w)	Non-Qualified Stock Option Agreement Pursuant to The Dow Chemical Company 2003 Non-Employee Directors' Stock Incentive Plan, incorporated by reference to Exhibit 10(w) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
10(x)	Performance Shares Deferred Stock Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, incorporated by reference to Exhibit 10(x) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
10(y)	Deferred Stock Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, incorporated by reference to Exhibit 10(y) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
10(z)	Non-Qualified Stock Option Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, incorporated by reference to Exhibit 10(z) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
10(aa)	Settlement Agreement and General Release between Richard L. Manetta and The Dow Chemical Company dated December 10, 2004, incorporated by reference to Exhibit 10.1 to The Dow Chemical Company Current Report on Form 8-K filed on December 16, 2004.
10(bb)	Deferred Compensation Agreement between Richard L. Manetta and The Dow Chemical Company dated December 10, 2004, incorporated by reference to Exhibit 10.2 to The Dow Chemical Company Current Report on Form 8-K filed on December 16, 2004.
10(cc)	The Dow Chemical Company Voluntary Deferred Compensation Plan for Non-Employee Directors, effective for deferrals after January 1, 2005, incorporated by reference to Exhibit 10(cc) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2004.
10(dd)	A copy of The Dow Chemical Company Elective Deferral Plan, effective for deferrals after January 1, 2005, amended on November 1, 2006.
10(ee)	The template for communication to employee Directors who are decelerating pursuant to The Dow Chemical Company Retirement Policy for Employee Directors, incorporated by reference to Exhibit 10(ee) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.

117

EXHIBIT NO.	DESCRIPTION
10(ff)	Purchase and Sale Agreement dated as of September 30, 2005 between Catalysts, Adsorbents and Process Systems, Inc. and Honeywell Specialty Materials LLC, incorporated by reference to Exhibit 10(ff) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.
10(gg)	Employment agreement with Geoffery Merszei, Executive Vice President and Chief Financial Officer, incorporated by reference to Exhibit 10(gg) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2005.
10(hh)	Employment agreement dated June 18, 2005, between William F. Banholzer and The Dow Chemical Company, incorporated by reference to the Current Report on Form 8-K filed on March 16, 2006.
14	Code of Ethics for Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer, incorporated by reference to Exhibit 14 to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2003.
21	Subsidiaries of The Dow Chemical Company.
23(a)	Consent of Independent Registered Public Accounting Firm.
23(b)	Analysis, Research & Planning Corporation's Consent.
31(a)	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(b)	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32(a)	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32(b)	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

118

The Dow Chemical Company and Subsidiaries
Trademark Listing

The following trademarks or service marks of The Dow Chemical Company and certain affiliated companies of Dow appear in this report:    AFFINITY, AMBITROL, AMPLIFY, ASPUN, ATTANE, BETABRACE, BETADAMP, BETAFOAM, BETAGUARD, BETAMATE, BETASEAL, CALIBRE, CARBITOL, CARBOWAX, CELLOSIZE, CELLOSOLVE, COMBOTHERM, CONTINUUM, CYCLOTENE, CYRACURE, DAXAD, D.E.H., D.E.N., D.E.R., DOW, DOW XLA, DOWCAL, DOWEX, DOWEX QCAT, DOWFAX, DOWFLAKE, DOWFROST, DOWLEX, DOWPER, DOWTHERM, ELITE, EMERGE, ENGAGE, THE ENHANCER, EQUIFOAM, ETHAFOAM, ETHOCEL, EVOCAR, FILMTEC, FLEXOL, FLEXOMER, FORTEFIBER, FOUNDATIONS, FROTH-PAK, GREAT STUFF, HAMPOSYL, IMMOTUS, IMPAXX, INSITE, INSPIRE, INSTA STIK, INTEGRAL, ISONATE, ISOPLAST, LIFESPAN, LIQUIDOW, LP OXO, MAGNUM, MAXIBOOST, MAXICHECK, MAXISTAB, METEOR, METHOCEL, NEOCAR, NORDEL, NORKOOL, NORMAX, OMEXELL, OPTIM, PAPI, PELADOW, PELLETHANE, PFENEX EXPRESSION TECHNOLOGY, POLYOX, POLYPHOBE, PRIMACOR, PROCITE, PULSE, QBIS, QUASH, REDI-LINK, SAFE TAINER, SARAN, SARANEX, SENTRY, SHAC, SI-LINK, SILK, SPECFLEX, SPECTRIM, STRANDFOAM, STYROFOAM, STYRON, STYRON A-TECH, STYRON C-TECH, SYMMATRIX, SYNALOX, SYNERGY, SYNTEGRA, TERGITOL, TILE BOND, TONE, TRENCHCOAT, TRITON, TRYMER, TUFLIN, TYRIL, TYRIN, UCAR, UCARHIDE, UCARKLEAN, UCARSOL, UCARTHERM, UCON, UNIGARD, UNIPOL, UNIPURGE, UNIVAL, VERSENE, VERSIFY, VORACOR, VORACTIV, VORALAST, VORALUX, VORANATE, VORANOL, VORASTAR, WEATHERMATE, ZETABON

The following trademarks or service marks of Dow AgroSciences LLC and certain affiliated companies of Dow AgroSciences LLC appear in this report:    CLINCHER, DITHANE, FORTRESS, GARLON, GLYPHOMAX, GRANITE, HERCULEX, KEYSTONE, LAREDO, LONTREL, LORSBAN, MILESTONE, MUSTANG, MYCOGEN, NEXERA, PHYTOGEN, PROFUME, SENTRICON, STARANE, STINGER, SURPASS, TELONE, TORDON, TRACER NATURALYTE, VIKANE, WIDESTRIKE

The following registered service mark of American Chemistry Council appears in this report:    Responsible Care

The following trademark of Ashland, Inc. appears in this report:    DERAKANE

The following trademark of Dow Corning Corporation appears in this report:    SYLTHERM
Dow is a distributor of SYLTHERM products manufactured by Dow Corning Corporation

119

QuickLinks

PART I, Item 1. Business.
Part I, Item 1A. Risk Factors
Part I, Item 1B. Unresolved Staff Comments.
Part I, Item 2. Properties.
Part I, Item 3. Legal Proceedings.
Part I, Item 4. Submission of Matters to a Vote of Security Holders.
Part II, Item 5.
PART II, Item 6. Selected Financial Data
Part II, Item 7.

LIQUIDITY AND CAPITAL RESOURCES

Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Part II, Item 8. Financial Statements and Supplementary Data.
Notes to the Consolidated Financial Statements

NOTE A – Summary of Significant Accounting Policies and Accounting Changes

The Dow Chemical Company and Subsidiaries Notes to the Consolidated Financial Statements

NOTE B – RESTRUCTURING
NOTE C – DIVESTITURES

NOTE D – INVENTORIES
NOTE E – PROPERTY
NOTE F – NONCONSOLIDATED AFFILIATES AND RELATED COMPANY TRANSACTIONS
NOTE G – GOODWILL AND OTHER INTANGIBLE ASSETS
NOTE H – FINANCIAL INSTRUMENTS

NOTE H – Financial Instruments – Continued
NOTE I – SUPPLEMENTARY INFORMATION
NOTE J – COMMITMENTS AND CONTINGENT LIABILITIES

NOTE K – NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES
NOTE L – PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

NOTE N – STOCK-BASED OPTION COMPENSATION

NOTE Q – STOCKHOLDERS' EQUITY
NOTE R – INCOME TAXES
NOTE S – OPERATING SEGMENTS AND GEOGRAPHIC AREAS

PART II

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
ITEM 9A. CONTROLS AND PROCEDURES.

ITEM 9B. OTHER INFORMATION.

Part III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
ITEM 11. EXECUTIVE COMPENSATION.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Part IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Signatures
Exhibit Index

EX-10.(A)

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EXHIBIT 10(a)

THE DOW CHEMICAL COMPANY

EXECUTIVES' SUPPLEMENTAL
RETIREMENT PLAN
(WHICH INCORPORATES THE
ENHANCED EXECUTIVES' SUPPLEMENTAL
RETIREMENT OPTIONS)
December 31, 2006
Retroactive to January 1, 2005
(except as otherwise provided herein)

December 31, 2006

PREAMBLES

ESTABLISHMENT OF PLAN

On May 14, 1992, The Dow Chemical Company (the "Company") established the Executives' Supplemental Retirement Plan as an unfunded program of deferred compensation for executives, which included Part A for Non-U.S. Service, Non-Controlled Group Service and/or Non-Covered Controlled Group Service and Part B for a Select Group of Management or Highly Compensated Employees, Board members of the Company and Employees whose Benefits are Statutorily Limited. On March 1, 1997, the Company amended and restated the Executives' Supplemental Retirement Plan (the "Plan") to incorporate the terms of the Enhanced Executives' Supplemental Retirement Options. On January 1, 2003, the Plan was amended and restated to include other benefits in addition to those provided under the Key Employee Insurance Program for any Chief Executive Officers of the Company who return to executive management at the request of the Board of Directors as a non-executive Chairman of the Board (hereinafter "Returning CEOs"). On March 1, 2004, the Plan was amended to include other benefits for former employees of Union Carbide Corporation who transferred to the Company after the merger of the Company with Union Carbide Corporation and the liability for such benefits was transferred to the Plan, herein after referred to as "Prior UCC Program Participants". Effective April 7, 2004, the Plan was amended to include the benefit provided to CEOs appointed in November, 2004. Effective, December 31, 2006, retroactive to January 1, 2005, the Plan is amended and restated to comply with Section 409A of the Internal Revenue Code of 1986, as amended, ("Code") and to reformat the Plan document to combine Parts A and B. The terms of the Plan supersede the terms of the Plan in effect prior to the effective date of this Plan.

PURPOSE

The Company desires to (a) to provide certain of its executives and a select group of management employees with retirement benefits that might otherwise be provided by the Dow Employees' Pension Plan ("DEPP"), but for (i) restriction of the exclusive benefit rule under Section 401(a) of the Code, (ii) the inability to grant past service, under DEPP, to highly compensated Employees without meeting the non-discrimination requirements of Section 401(a)(4) of the Code, and/or (iii) the inability to credit service to Employees while employed by a controlled group member not covered by the DEPP, and (b) to restore benefits which are reduced under DEPP and The Dow Chemical Company Employees' Savings Plan ("ESP") due to current and/or future statutory limitations and which are not otherwise provided by any other plan maintained by the Company. Effective January 1, 2003, the Company also desired to provide Returning CEOs with benefits in addition to those currently provided by the Key Employee Insurance Program. Effective April 7, 2004, the Plan was amended to include the benefit provided to CEOs appointed in November, 2004.

INTERPRETATION AND GOVERNING LAW

The Plan is intended to constitute an unfunded program maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated Employees consistent with the requirements of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). In the event ERISA does not preempt state law, the state law of Michigan applies.

120

ARTICLE I
DEFINITIONS

1.01

AVERAGE COMPENSATION for purposes of the Supplemental Retirement Benefit of a Prior UCC Program Participant who was in the Union Carbide Compensation Deferral Program on February 6, 2001 and who shall attain at least age 50 and have at least 10 years of Eligibility Service, as defined under DEPP, as of or before December 31, 2005, and such Participants who terminated employment prior to March 1, 2004 and after February 6, 2003 and had not commenced benefits as of March 1, 2004, shall equal the highest three year average compensation ("HC3A") as defined in DEPP but using Compensation as defined in the Plan without regard to incentive compensation plus the highest three year average, as defined in the former Union Carbide Corporation Enhanced Retirement Income Plan (attached as Exhibit I), of incentive compensation averaged separately. Incentive compensation for calendar years prior to 2004 shall have the same meaning as defined in the former Union Carbide Corporation Enhanced Retirement Income Plan, and for calendar years 2004 and 2005, incentive compensation shall mean Compensation as defined in the Plan without regard to either deferred or paid base compensation. This Average Compensation shall be used to calculate benefits as specified under Section 3.05.

1.02

BENEFICIARY shall mean that person or persons designated by the Participant to receive a distribution of any amounts payable under the Plan due to the death of the Participant. The beneficiary of a Participant shall be deemed to be such Participant's spouse, if married, unless such spouse agrees in writing to waive this right, or their domestic partner, if in an approved domestic partner relationship (written waiver does not apply to a domestic partner). If the Participant is not married or in an approved domestic partner relationship and fails to designate a Beneficiary, the amounts payable, if any, under this Plan due to the death of the Participant shall be paid in the following order: (a) to the children of the Participant; (b) to the beneficiary of the Company Paid Life Insurance of the Participant; (c) to the beneficiary of any Company-sponsored life insurance policy for which the Company pays all or part of the premium of the Participant; or (d) to the estate of the Participant.

1.03

CHANGE OF CONTROL, for purposes of the Plan, shall be deemed to have occurred on:

(a)

the date that any one person, or more than one person acting as a group, acquires ownership of stock of The Dow Chemical Company 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 The Dow Chemical Company;

(b)

the date that a majority of the members of the Board of Directors of The Dow Chemical Company is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the directors before the date of the appointment or election;

(c)

the date that 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 Dow Chemical Company possessing 35 percent or more of the total voting power of the stock of The Dow Chemical Company; or

(d)

the date that 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) assets from The Dow Chemical Company that has a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of The Dow Chemical Company immediately before such acquisition or acquisitions, provided that the following asset transfers shall not result in a Change of Control: (i) a transfer of assets to a stockholder of The Dow Chemical Company in exchange for or with respect to its stock, (ii) a transfer to a corporation, 50 percent or more of the total value or voting power of which is owned directly or indirectly, by The Dow Chemical Company, (iii) a transfer to a person, or more than one person acting as a group, that owns 50 percent or more of the stock of The Dow Chemical Company, or (iv) a transfer to an entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (iii).

This definition of "Change of Control" is intended to conform to the definition of a "change in the 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 Section 409A of the Code and any subsequent authority issued pursuant to Section 409A of the Code, and no corporate event shall be considered a Change of Control unless it meets such requirements.

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1.04

COMPANY shall mean The Dow Chemical Company and any other entity authorized to participate in the Plan by the Corporate Vice President of Human Resources of the Company or her/his delegate.

1.05

COMPENSATION shall mean:

(a)

compensation as defined under DEPP without regard to Code limitations;

(b)

deferred compensation to The Dow Chemical Company Elective Deferral Plan; and/or

(c)

non-covered compensation, if any, as shall be deemed by the Compensation Committee, such as deferred compensation, the value of deferred stock, dividend units, and/or restricted stock awarded under circumstances other than those described in Subsections (b) of this Section and which do not constitute compensation for purposes of DEPP.

1.06

EMPLOYEE shall mean someone who is employed by the Company to perform personal services in an employer-employee relationship who receives compensation from the Company, other than a retirement benefit, severance pay, retainer, or fee under contract.

1.07

KEY EMPLOYEE means an Employee of any Company within the meaning of Section 416(i) of the Code, without regard to paragraph (5) thereof. Unless otherwise determined by the Corporate Vice President for Human Resources, or her/his delegate, for purposes of the preceding, an Employee of any Company who meets the following requirements is a Key Employee:

(a)

the Employee is a United States Employee or an expatriate who is paid from one of The Dow Chemical Company's U.S. entities;

(b)

the Employee is a member of the global leadership job family;

(c)

the Employee has a job level of V5 or higher; and

(d)

the Employee qualifies as a member of the "select group of management or highly compensated employees" under ERISA.

The determination of who is a Key Employee shall be made consistent with Section 409A of the Code and any applicable guidance thereunder and shall apply for purposes of the Plan to Participants with a job level of V5 or higher.

1.08

PARTICIPANT shall mean:

(a)

an Employee who is entitled to a Restricted Benefit under this Plan as determined by the Corporate Vice President of Human Resources of the Company or her/his delegate;

(b)

an Employee who is a Board member who is an officer or Employee of the Company and who may relinquish line responsibility;

(c)

an Employee whose benefits under DEPP are limited by ERISA;

(d)

a select group of management or is a highly compensated Employee, as determined by the Corporate Vice President of Human Resources of the Company or her/his delegate, who receives forms of compensation that do not constitute compensation as defined in DEPP; or

(e)

a former employee of Union Carbide Corporation who transferred to the Company, after the merger of the Company with Union Carbide Corporation, prior to March 1, 2004, terminated prior to March 1, 2004 and had not commenced benefits as of March 1, 2004.

1.09

PLAN YEAR shall mean the twelve (12) month period beginning January 1 and ending December 31.

1.10

PRE-2005 RESTRICTED BENEFIT shall mean RESTRICTED BENEFITS accrued under the Plan as of December 31, 2004.

1.11

PRE-2005 SUPPLEMENTAL RETIREMENT BENEFITS shall mean SUPPLEMENTAL RETIREMENT BENEFITS accrued under the Plan as of December 31, 2004.

1.12

POST-2004 RESTRICTED BENEFIT shall mean RESTRICTED BENEFITS accrued under the Plan on and after January 1, 2005.

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1.13

POST-2004 SUPPLEMENTAL RETIREMENT BENEFITS shall mean SUPPLEMENTAL RETIREMENT BENEFITS accrued under the Plan on and after January 1, 2005.

1.14

RESTRICTED BENEFIT shall mean benefits restricted under the exclusive benefit rule, the inability to grant past service under DEPP to highly compensated Employees without meeting the non-discrimination requirements of the Code, and/or the inability to credit service to Employees while employed by a controlled group member not covered by DEPP as more specifically described in Article III. Effective January 1, 2003, RESTRICTED BENEFIT shall also mean any additional benefit granted to Returning CEOs. Effective April 7, 2004, RESTRICTED BENEFIT shall also mean any benefit granted to CEOs appointed in November, 2004.

1.15

RETIREMENT shall mean the date which the Participant commences to receive benefits under DEPP.

1.16

SUPPLEMENTAL RETIREMENT BENEFITS shall mean benefits which are reduced under DEPP and ESP due to current and/or future statutory limitations, and if applicable, for Prior UCC Program Participants, non-separate averaging of Compensation, and which are not otherwise provided by any other plan maintained by the Company.

Additional definitions appear in the Preamble of the Plan.

ARTICLE II
PARTICIPATION

2.01

ELIGIBILITY AND PARTICIPATION

Each Employee who is participating in DEPP and is specifically named by the Corporate Vice President of Human Resources of the Company or her/his delegate shall be eligible to participate in the Plan.

In addition, each Employee who is a member of a select group of management or a highly compensated Employee, Board member of the Company and/or whose benefits are statutorily limited shall be eligible to participate in the Plan. Each former employee of Union Carbide Corporation who transferred to the Company after the merger of the Company with Union Carbide Corporation who was in the Union Carbide Compensation Deferral Program on February 6, 2001 and who shall attain at least age 50 and have at least 10 years of Eligibility Service, as defined under DEPP, as of or before December 31, 2005, and such Participants who terminated employment prior to March 1, 2004 and after February 6, 2003 and had not commenced benefits as of March 1, 2004 shall also be a Participant in the Plan ("Prior UCC Program Participants").

Employees eligible for the Enhanced Executives' Supplemental Retirement Options under the Plan are a closed group of select Employees of the Company who were offered a one-time opportunity to enroll for the Enhanced Executives' Supplemental Retirement Options in 1997, 1998, or 1999, who did not enroll in the Key Employee Insurance Program and met the following eligibility criteria:

a.

Age 45 as of April 1 of the year offered enrollment;

b.

At least ten (10) years of Company service;

c.

DEPP participant in the year offered enrollment; and

d.

Present value of the projected benefit due under the Plan of at least $100,000 based on the previous December 31 Compensation and assumed Retirement at age 58 (or age 62 if over age 58 at enrollment).

Provided, however, that any Employee who is eligible for and elects to participate in the Key Employee Insurance Program is no longer eligible to participate in the Plan and waives all rights to any benefits under the Plan, except for Returning CEOs as defined herein.

Each Employee shall furnish such information and perform such acts as the Company may require in order to maintain such eligibility.

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2.02

MEANING OF PARTICIPATION

A Participant in the Plan shall be entitled to receive a Restricted Benefit or a Supplemental Retirement Benefit.

2.03

TERMINATION OF PARTICIPATION

An otherwise eligible Employee shall cease to actively participate in the Plan upon the earlier of the Participant's Retirement, death, termination of employment, or receipt of written notification that he or she is no longer eligible to participate in the Plan. Thereafter, participation shall continue only for the purposes of receiving a distribution of those benefits accrued and vested as of the date the Participant ceased to actively participate in the Plan.

ARTICLE III
RESTRICTED BENEFITS AND SUPPLEMENTAL RETIREMENT BENEFITS

PART A—RESTRICTED BENEFITS

3.01

RESTRICTION DUE TO INABILITY TO GRANT PAST SERVICE UNDER DEPP TO HIGHLY COMPENSATED EMPLOYEES WITHOUT MEETING THE NON-DISCRIMINATION REQUIREMENTS OF §4.01(a)(4) OF THE CODE

(a)

The amount of retirement benefits payable under DEPP to certain Employees who transfer from a foreign entity to a U.S. entity covered by the DEPP may not include benefits for service rendered while a non-U.S. Employee. The intent of this Section is to provide these Employees, as named by the Corporate Vice President of Human Resources or her/his delegate, benefits additional to the Employee's DEPP benefits, the benefits being equal to the value of such Employee's accrued benefits under the foreign plans at the time of transfer, subject to the restrictions in Section 3.01(b).

(b)

The Restricted Benefits payable under Subsection (a) above are subject to the following:

(i)

Restricted Benefits shall be calculated under the terms of DEPP in effect on the earlier of (A) termination, (B) Retirement, or (C) death, with the exception of credited service. Credited service shall be determined according to a method determined by the Corporate Vice President of Human Resources of the Company or her/his delegate.

(ii)

If legally permissible, Participants hereunder shall be required to waive any retirement benefits payable under any foreign plan. If such a waiver is not legally permissible, the value of any retirement benefits received under the foreign plans shall be deducted from any Restricted Benefits payable hereunder. Such value shall be calculated according to a method determined by the Corporate Vice President of Human Resources of the Company or her/his delegate. However, for CEOs appointed in November, 2004, even if it is legally permissible to waive any retirement benefits payable under any foreign plan, CEOs appointed in November, 2004 are not required to do so, but the value of any such retirement benefits received under any foreign plans shall be deducted from any Restricted Benefits payable hereunder.

(iii)

A Participant's vested interest in his or her Restricted Benefit calculated under this Section 3.01 (i.e., vesting percentage) shall be determined in accordance with the vesting schedule in their current foreign plan. Such vested interest shall be determined by aggregating service earned under the foreign plan and DEPP. In the event a Participant forfeits by waiving all or a portion of his or her Restricted Benefit due to the provisions of this Section 3.01, no other Participant shall acquire any right to such forfeited amount except as the Company in its discretion shall provide.

3.02

RESTRICTION DUE TO THE EXCLUSIVE BENEFIT RULE UNDER §401(a) OF THE CODE

(a)

The amount of credited service and compensation used to calculate retirement benefits under DEPP is limited to the credited service and compensation earned while an Employee of the Company (including all members of the controlled group that have adopted DEPP). The Company, however, transfers Employees

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to entities that are not members of the controlled group but with which it is affiliated. The Company also hires persons from entities that are not affiliated with the Company. The intent of this Section is to provide Employees, as named by the Corporate Vice President of Human Resources of the Company or her/his delegate, with additional benefits equal to the benefits such Employee would have earned under DEPP for his or her full period of employment with controlled group and non-controlled group entities and, if applicable, any such service with a non-affiliated company as may be determined by the Corporate Vice President of Human Resources of the Company or her/his delegate, subject to Section 3.02(b).

(b)

The Restricted Benefits payable under Subsection (a) above are subject to the following:



(i)

Restricted Benefits shall be calculated under the terms of DEPP in effect on the earlier of (A) termination or (B) Retirement or (C) death, using the aggregated credited service and compensation earned while an Employee at both controlled and non-controlled group entities and, if applicable, non-affiliated companies as determined by the Corporate Vice President of Human Resources of the Company or her/his delegate. This amount shall be reduced by both the benefit payable under DEPP and the value of any retirement benefits payable under any plan of a non-controlled group employer and, if applicable, non-affiliated companies as determined by the Corporate Vice President of Human Resources of the Company or her/his delegate.



(ii)

The value of any retirement benefits payable under any plan of a non-controlled group employer and, if applicable, non-affiliated companies as determined by the Corporate Vice President of Human Resources of the Company or her/his delegate, shall be calculated according to a method determined by the Corporate Vice President of Human Resources of the Company or her/his delegate.

3.03

RESTRICTION DUE TO EMPLOYMENT BY A MEMBER OF THE CONTROLLED GROUP NOT COVERED BY DEPP

(a)

The amount of credited service and compensation used to calculate retirement benefits under DEPP is limited to the credited service and compensation earned while an Employee of the Company (including all members of the controlled group that have adopted DEPP). However, Employees may be transferred to entities that are members of the controlled group not covered by DEPP. The intent of this Section is to provide such Employees, as named by the Corporate Vice President of Human Resources of the Company or her/his delegate, with additional benefits equal to the benefits such Employee would have earned under DEPP for his or her full period of employment with both the Company and the members of the controlled group not covered by DEPP, subject to the restrictions in Section 3.03(b).

(b)

The Restricted Benefits payable under Subsection (a) above are subject to the following:

(i)

Restricted Benefits shall be calculated under the terms of DEPP in effect on the earlier of (A) termination, (B) Retirement, or (C) death, using the aggregated credited service and compensation earned while an Employee at both the Company and the member of the controlled group not covered by DEPP. This amount shall be reduced by both the benefit payable under DEPP and the value of any retirement benefits payable under any plan of the member of the controlled group not covered by DEPP.

(ii)

The value of any retirement benefits payable under any plan of the controlled group member not covered by DEPP shall be calculated according to a method determined by the Corporate Vice President of Human Resources of the Company or her/his delegate.

3.04

ADDITIONAL RESTRICTED BENEFITS TO RETURNING CEOS

(a)

The amount of the additional Restricted Benefit for Returning CEOs is (i) minus (ii) calculated as follows:

(i)

The amount of benefit calculated under the terms of the Key Employee Insurance Program, modified as follows:

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(A)

the highest three years of Compensation shall be used, whether or not consecutive; and



(B)

provided that the Returning CEO does not leave the positions of President and CEO without the prior concurrence of the Company's Board of Directors, before December 31, 2004, Compensation for the years 2003 and 2004 shall be defined as follows:

(1)

2003:    (a) the total base salary paid in 2003 as posted in Dow's Global Human Resources Information System; plus (b) the percentage established as of March 1 for the Executive Performance Plan target performance award multiplied by the base salary paid in 2003 as described in subsection 3.04(a)(i)(B)(1)(a); and

(2)

2004:    (a) the total base salary paid from January 1, 2004 to October 31, 2004 as posted in Dow's Global Human Resources Information System; plus (b) the percentage established as of March 1 for the Executive Performance Plan target performance award multiplied by the base salary paid the month of October, 2004 multiplied by 10; plus (c) the deceleration base salary for November 1 to December 31, 2004 as posted in Dow's Global Human Resources Information System;

MINUS

(ii)

The amount of benefit calculated under the terms of the Key Employee Insurance Program without modification.



(b)

The additional benefit calculated under the terms of the Section 3.04 must be taken in the same form of payment as benefits payable under the Key Employee Insurance Program.

PART B—SUPPLEMENTAL RETIREMENT BENEFITS

3.05

SUPPLEMENTAL RETIREMENT BENEFITS

The amount of Supplemental Retirement Benefits payable to a Participant equals the benefit which would be payable to or on behalf of the Participant under DEPP if Compensation as defined in Section 1.05 of the Plan were substituted for compensation as defined in DEPP and the provisions of DEPP providing for the limitation of benefits in accordance with Sections 415 and 401(a)(17) of the Code were inapplicable, less the benefit actually payable to or on behalf of the Participant under DEPP (and of the benefits under any other private retirement plan deducted therefrom pursuant to Section 9 of Article IV of DEPP).

The amount of Supplemental Retirement Benefits payable to a Prior UCC Program Participant who was in the Union Carbide Compensation Deferral Program on February 6, 2001 and who shall attain at least age 50 and have at least 10 years of eligibility service, as defined under DEPP, as of or before December 31, 2005, and such Participants who terminated employment prior to March 1, 2004 and after February 6, 2003 and had not commenced benefits as of March 1, 2004, equals the greater of the benefit calculated under the above paragraph or the benefit calculated as of the earlier of December 31, 2005 or termination which would be payable to or on behalf of the Participant under DEPP if Average Compensation as defined in Section 1.01 of the Plan were substituted for compensation as defined in DEPP under the formula of Section 4.1(a)(ii) or Section 4.5(c) of the Union Carbide Employees' Pension Plan, as applicable, and the provisions of DEPP providing for the limitation of benefits in accordance with Section 415 and 401(a)(17) of the Code were inapplicable, less the benefit actually payable to or on behalf of the Participant under DEPP (and of the benefits under any other private retirement plan deducted therefrom pursuant to Section 9 of Article IV of DEPP).

If a Participant in this Plan is not a Participant in DEPP, but is covered by another retirement plan or plans maintained by the Company or a subsidiary, a Supplemental Retirement Benefit may be computed and paid based as near as practicable upon the principles set forth in this Section 3.05 as shall be determined by the Corporate Vice President of Human Resources of the Company or her/his delegate.

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A Participant's vested interest in his or her Supplemental Retirement Benefit calculated under this Section 3.05 (i.e., vesting percentage) shall be determined in accordance with the vesting schedule in DEPP.

ARTICLE IV
DISTRIBUTION OF RESTRICTED BENEFITS AND SUPPLEMENTAL RETIREMENT BENEFITS

4.01

PAYMENT OF RESTRICTED BENEFITS AND SUPPLEMENTAL RETIREMENT BENEFITS TO EMPLOYEES ELIGIBLE FOR THE ENHANCED EXECUTIVES' SUPPLEMENTAL RETIREMENT OPTIONS

(a)

Form of Payment

(i)

Post-2004 Restricted Benefits and Supplemental Retirement Benefits

Subject to 4.01(a)(iii) and 4.01(d)(ii), Post-2004 Restricted Benefits and Supplemental Retirement Benefits accrued under the Plan shall be payable in any form of payment as provided under DEPP, excluding the Pension Purchase Option and the grandfathered qualified joint and survivor annuity of the former Non-Contributory Pension Plan for Employees of Union Carbide Corporation and its Participating Subsidiary Companies for Prior UCC Program Participants. The election of a form of payment by the Participant shall be made without regard to the timing or form of payment elected by the Participant under DEPP.

(ii)

Pre-2005 Restricted Benefits and Supplemental Retirement Benefits

Pre-2005 Restricted Benefits and Supplemental Retirement Benefits are payable in any of the following forms, as elected by the Participant:

(A)

Standard Option

The Participant's benefit under the Standard Option is payable in the same optional form as the Participant's DEPP benefit other than the Pension Purchase Option and the grandfathered qualified joint and survivor annuity of the former Non-Contributory Pension Plan for Employees of Union Carbide Corporation and its Participating Subsidiary Companies for Prior UCC Program Participants. If such grandfathered option is elected under DEPP, the benefit payable hereunder shall be paid as a life only annuity as set forth in DEPP. The Standard Option benefit is determined and paid pursuant to the provisions of DEPP.

(B)

Optional Forms of Benefit Payment

Subject to Paragraph (d) of this Section 4.01, the following Optional Forms of Benefit Payment are available to Participants eligible for the Enhanced Executives' Supplemental Retirement Options. The benefits of such Participants are payable in any of the following Optional Forms of Benefit Payment, as elected by the Participant.

(1)	Lump Sum Option
	Under the Lump Sum Option, the Participant's benefit hereunder is payable in a single lump sum payment. The amount of the Lump Sum Option benefit shall be equal to the greater of:

(a) The present value of the Pre-2005 Restricted Benefit or Supplemental Retirement Benefit if paid immediately using the G83U mortality table and an interest rate of eight percent (8%); or

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(b) The present value of the Pre-2005 Restricted Benefit or Supplemental Retirement Benefit deferred to age sixty-five (65) using the mortality table and interest rate specified in DEPP for Lump Sum Benefits and in effect at time of payment.

(2)	Monthly Installment Option
	Under the Monthly Installment Option, the Participant's Pre-2005 Restricted Benefit or Supplemental Retirement Benefit hereunder is payable in monthly installments over five (5), ten (10), fifteen (15), or twenty (20) years as elected by the Participant. The amount of such monthly installment is calculated by converting the Pre-2005 Restricted Benefit or Supplemental Retirement Benefit to a single lump sum payment, as described in (1) above. Each monthly installment shall be paid in a level amount that will amortize the value of the single lump sum payment over the period of time such monthly installments are to be paid, taking into consideration distributions during such period and post-retirement earnings as set forth in Section 4.01(d)(vi). For purposes of the calculations of the monthly installments, the remaining value of the single lump sum payment shall be re-determined as of the November 30th of each year and the subsequent installments will be adjusted for the next Plan Year according to procedures established by the Corporate Vice President of Human Resources or her/his delegate.
(3)	Blended Option
	Under the Blended Option, a portion of the Participant's benefit, twenty-five percent (25%), fifty percent (50%), or seventy-five percent (75%), as elected by the Participant, is payable under the Lump Sum Option and the remainder is payable under the Monthly Installment Option. The amount of the Blended Option is calculated pursuant to the provisions of (1) and (2) above.

(iii)

Small Benefits

Effective July 1, 1999, and for Participants who terminate employment prior to January 1, 2005, at the time of Retirement, if the present value of a Participant's Restricted Benefits or Supplemental Retirement Benefits, as determined under Section 4.01(a)(ii)(B)(1) above, is equal to or less than twenty five thousand dollars ($25,000), the benefits will be paid under the Lump Sum Option.

For Participants who terminated employment prior to January 1, 2005, and Retire prior to December 1, 2007, if the present value of a Participant's Restricted Benefits or Supplemental Retirement Benefits as of the Participant's Retirement, is equal to or less than twenty five thousand dollars ($25,000), the benefits will instead be paid as a single lump sum payment.

For Participants who terminated employment prior to January 1, 2005, and Retire on or after December 1, 2007, if the present value of a Participant's Restricted Benefits or Supplemental Retirement Benefits as of the Participant's Retirement, is equal to or less than twenty five thousand dollars ($25,000), or if the monthly payment due from the Plan, based on the Single Life Annuity, is $100 or less at time of Retirement, the benefits will instead be paid as a single lump sum payment.

For Participants who terminated employment on or after January 1, 2005, and Retire prior to December 1, 2007, if the present value of a Participant's Restricted Benefits or Supplemental Retirement Benefits as of the Participant's Retirement, is equal to or less than twenty five thousand dollars ($25,000), the benefits will instead be paid as a single lump sum payment.

For Participants who terminated employment on or after January 1, 2005 but prior to December 1, 2007, and Retire on or after December 1, 2007, if the present value of a Participant's Restricted

128

Benefits or Supplemental Retirement Benefits as of the Participant's termination date, is equal to or less than twenty five thousand dollars ($25,000), or if the monthly payment due from the Plan, based on the Single Life Annuity, is $100 or less at time of termination, the benefits will instead be paid as a single lump sum. Such Participants will be required to commence their Restricted or Supplemental Benefits on July 1, 2008. Such Participants will receive their Restricted Benefits or Supplemental Retirement Benefits determined as of the Participant's date of termination, plus interest at the rate of eight percent (8%), to the date payment is made to the Participant on July 1, 2008.

For Participants who terminated employment on or after November 30, 2007, if the present value of a Participant's Post-2004 Restricted Benefits or Supplemental Retirement Benefits, as determined as of the Participant's termination, is equal to or less than twenty five thousand dollars ($25,000), or if the monthly payment due from the Plan, based on the Single Life Annuity, is $100 or less at time of termination, the benefits will instead be paid as a single lump sum payment.

At the time of termination, if a Participant elects the Monthly Installment Option or the Blended Option and the monthly payment is less than three hundred dollars ($300) per month, the Company, in its sole discretion, may shorten the elected payment period in five-year increments.

(b)

Date of Payment



(i)

Post-2004 Restricted Benefits and Supplemental Retirement Benefits

Subject to 4.01(d)(ii), Post-2004 Restricted Benefits and Supplemental Retirement Benefits under the Plan shall be payable in the month following the Participant's termination of employment, or six (6) months following the Participant's termination of employment if Participant is a Key Employee.

(ii)

Pre-2005 Restricted Benefits and Supplemental Retirement Benefits



(A)

Standard Option

Under the Standard Option, the Participant's Pre-2005 Restricted Benefit or Supplemental Retirement Benefit hereunder is payable in the same month as the Participant's DEPP benefit.

(B)

Optional Forms of Benefit Payment

Under any Optional Form of Benefit Payments that is properly elected by the Participant under Section 4.01(a)(ii)(B), the Participant's Pre-2005 Restricted Benefit or Supplemental Retirement Benefit hereunder is payable in the January of the year following the year of the Participant's Retirement.

(iii)

Small Benefits

Small benefits shall be paid as a single lump sum as soon as administratively possible following the Participant's termination.

(iv)

Change of Control

In the event of a Change of Control, the vested Restricted or Supplemental Retirement Benefits shall become payable immediately and shall be paid as a single lump sum payment within ninety (90) days of the Change of Control. The value of such single lump sum payment shall be the present value of the monthly Restricted Benefit or Supplemental Retirement Benefit as of the date of Change of Control calculated pursuant to Section 4.01(a)(ii)(B)(1).

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(c)

Benefit Payments Payable Upon Death



(i)

Death Prior to Separation from Service



(A)

Post-2004 Restricted and Supplemental Retirement Benefits

The survivor benefit payable hereunder is determined pursuant to the provisions of DEPP and shall be payable in the month following the Participant's death.

(B)

Pre-2005 Restricted and Supplemental Retirement Benefits

If a Participant is eligible for the Enhanced Executives' Supplemental Retirement Options and makes an election while an active Employee, or a terminated Participant makes an election prior to Retirement, and dies, such Participant's election shall revert to the Standard Option. Under the Standard Option, the survivor benefit hereunder is determined and paid pursuant to the provisions of DEPP.

(iii)

Death After Separation from Service



(A)

Post-2004 Restricted and Supplemental Retirement Benefits

The survivor benefit payable hereunder shall be paid in accordance with the form of payment elected by the Participant.

(B)

Pre-2005 Restricted and Supplemental Retirement Benefits

In the event the Participant dies before Retirement, such Participant's election shall revert to the Standard Option. Under the Standard Option, the survivor benefit hereunder is determined and paid pursuant to the provisions of DEPP.

In the event the Participant dies after the Participant has started to receive benefit payments under the Standard Option, the type and amount of survivor benefits will follow the same rules as DEPP.

If the Participant is eligible for the Enhanced Executives' Supplemental Retirement Options and is not receiving benefit payments under the Standard Option, the type and amount of survivor benefits will be treated as follows:

(1) Optional Forms of Payment

(a)	Lump Sum Option
	Under the Lump Sum Option, if the Participant has received the single lump sum payment, no other benefits are payable hereunder. If the Participant dies prior to receiving such single lump sum payment, the single lump sum payment will be made to the Participant's Beneficiary.
(b)	Monthly Installment Option
	Under the Monthly Installment Option, if the Participant dies prior to receiving benefit payments for the period elected, then benefits will continue to the Participant's Beneficiary for the remainder of the period elected. However, if the remaining account balance is to be paid to an estate, it will be paid out in a lump sum.

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(c)

Blended Option

Under the Blended Option, the Participant's Beneficiary would receive any benefits which have not been paid to the Participant prior to such Participant's death. If the portion elected as a single lump sum payment was not paid to the Participant prior to death, such portion would be paid as a single lump sum payment to the Participant's Beneficiary, and if the Participant dies prior to receiving monthly installment benefit payments for the period elected then monthly installment benefits will continue to the Participant's Beneficiary for the remainder of the period elected. However, if the remaining account balance is to be paid to an estate, it will be paid out in a lump sum.

(d)

Miscellaneous

(i)

No election for Pre-2005 Restricted Benefits and Supplemental Retirement Benefits

Participants who do not make an election of an Optional Form of Benefit Payment for their Pre-2005 Restricted Benefits or Supplemental Retirement Benefits in writing prior to termination from employment, Retirement, or death, such Participant shall be deemed to have elected the Standard Option, except as subject to Section 4.01(a)(iii).

(ii)

Transition from Good Faith Compliance

A Participant eligible for the Enhanced Executives' Supplemental Retirement Options and who has terminated employment on or after January 1, 2005 and has not commenced their benefit prior to November 30, 2007, such Participants will be required to commence their Post-2004 Restricted or Supplemental Benefits on July 1, 2008. Such Participants will receive their Post-2004 Restricted Benefits or Supplemental Retirement Benefits accrued on or after January 1, 2005 determined as of the Participant's date of separation from service, plus interest at the rate of eight percent (8%), to the date payment is made to the Participant.

A Participant eligible for the Enhanced Executives' Supplemental Retirement Options and who has terminated employment on or after January 1, 2005 who commences their benefit prior to November 30, 2007 and is not subject to the rules of 4.01(a)(iii) shall have their Post-2004 Restricted Benefits and Supplemental Retirement Benefits paid in the same form of payment and commencement date as their DEPP benefit (or six (6) months following the Participant's Retirement date if Participant is a Key Employee).

(iii)

Thirteen (13) Month Election Period for Pre-2005 Restricted Benefit and Supplemental Retirement Benefit

Participants, eligible for the Optional Forms of Benefit under the Enhanced Executives' Supplemental Retirement Options, must elect in writing, at least thirteen (13) months prior to Retirement, the Optional Form of Benefit Payment.

If election of an Optional Form of Benefit Payment for the Pre-2005 Restricted Benefit or Supplemental Retirement Benefit is not made at least thirteen (13) months prior to Retirement, the Participant may:

(A)

defer Retirement sufficiently so that Plan payments do not begin until the subsequent January and at least thirteen (13) months after the written election; or

(B)

receive payment in accordance with the election of an Optional Form of Benefit Payment at the date of payment indicated in Section 4.01(b)(ii)(B) subject to a ten percent (10%) penalty.

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Election of an Optional Form of Benefit Payment within thirteen (13) months shall not apply:

(A)

if the Participant's Retirement is within thirteen (13) months after the initial 1997 spring enrollment;

(B)

if the Participant's termination of employment is involuntary; or

(C)

upon the Participant's death.

(iv)

Changing an Election for Pre-2005 Restricted and Supplemental Retirement Benefit

A Participant may change his or her election at any time for the Pre-2005 Restricted and Supplemental Retirement Benefit. However, subject to Section 4.01(d)(iv), changes made as follows will subject the benefits payable hereunder to a ten percent (10%) penalty:

(A)

any change made less than thirteen (13) months prior to the date of payment set forth in Section 4.01(b)(ii);

(B)

any change made after benefit payments have commenced; however, if an Optional Form of Benefit was elected, it cannot be changed to the Standard Option and if the Standard Option was elected, it cannot be changed to an Optional Form of Benefit.

The ten percent (10%) penalty will be retained by the Company.

(v)

Withdrawal of Pre-2005 Restricted Benefits or Supplemental Retirement Benefits

Participants who elect the Monthly Installment Option or the Blended Option may withdraw up to one hundred percent (100%) of the value of their Pre-2005 Restricted Benefit or Supplemental Retirement Benefit at any time after payment begins subject to the following:

(A)

the value of the Participant's benefit immediately prior to withdrawal is subject to the ten percent penalty (10%) set forth in (d)(iv) above;

(B)

only one (1) withdrawal may be made in a Plan Year; and

(C)

all withdrawals are paid as single lump sum payments.

(vi)

Post-Retirement Earnings for Pre-2005 Restricted Benefits and Supplemental Retirement Benefits

A Participant who elects the Lump Sum Option, the Monthly Installment Option, or the Blended Option for their Pre-2005 Restricted Benefits or Supplemental Retirement Benefits shall have earnings credited on the value of his or her benefit from the later of:

(A)

the date of the Participant's Retirement; or

(B)

the date which is thirteen (13) months after the Participant's most recent option election under the Plan

through the date of full distribution. Subsection (B) above shall not apply if the Participant's Retirement or voluntary termination of employment is within thirteen (13) months after the initial 1997 spring enrollment.

Earnings shall be credited at an effective annual rate equal to one hundred twenty-five percent (125%) of the one hundred twenty (120) month rolling average of the ten (10) year U.S. Treasury Notes. The rate will change each January 1 based on such average as of the preceding September 30^th, subject to a minimum rate of eight percent (8%).

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4.02

PAYMENT OF RESTRICTED BENEFITS AND SUPPLEMENTAL RETIREMENT BENEFITS TO KEY EMPLOYEES

(a)

Form of Payment

(i)

Post-2004 Restricted Benefits and Supplemental Retirement Benefits

Subject to 4.02(a)(iii) and 4.02(d)(i), Post-2004 Restricted Benefits and Supplemental Retirement Benefits accrued under the Plan shall be payable in any form of payment as provided under DEPP, excluding the Pension Purchase Option and the grandfathered qualified joint and survivor annuity of the former Non-Contributory Pension Plan for Employees of Union Carbide Corporation and its Participating Subsidiary Companies for Prior UCC Program Participants. The election of a form of payment by the Participant shall be made without regard to the timing or form of payment elected by the Participant under DEPP.

(ii)

Pre-2005 Restricted Benefits and Supplemental Retirement Benefits

Subject to 4.02(a)(iii), and unless the Key Employee is eligible for the Enhanced Executives' Supplemental Retirement Options, Pre-2005 Restricted Benefits and Supplemental Retirement Benefits accrued under the Plan shall be payable in any form of payment as provided under DEPP, excluding the Pension Purchase Option and the grandfathered qualified joint and survivor annuity of the former Non-Contributory Pension Plan for Employees of Union Carbide Corporation and its Participating Subsidiary Companies for Prior UCC Program Participants.

(iii)

Small Benefits

For Participants with small benefits as defined hereunder, the Participant's benefit is payable in a single lump sum payment. The amount of the single lump sum payment shall be equal to the greater of:

(a)

The present value of the Pre-2005 Restricted Benefits or Supplemental Retirement Benefits if paid immediately using the G83U mortality table and an interest rate of eight percent (8%); or



(b)

The present value of the Pre-2005 Restricted Benefits or Supplemental Retirement Benefits deferred to age sixty-five (65) using the mortality table and interest rate specified in DEPP for Lump Sum Benefits and in effect at time of payment.

Effective July 1, 1999, and for Participants who terminate employment prior to January 1, 2005, at the time of Retirement, if the present value of a Participant's Restricted Benefit or Supplemental Retirement Benefits is equal to or less than twenty five thousand dollars ($25,000), the benefits will be paid in a single lump sum payment.

For Participants who terminated employment prior to January 1, 2005, and Retire prior to December 1, 2007, if the present value of a Participant's Restricted Benefits or Supplemental Retirement Benefits as of the Participant's Retirement, is equal to or less than twenty five thousand dollars ($25,000), the benefits will instead be paid as a single lump sum payment.

For Participants who terminated employment prior to January 1, 2005, and Retire on or after December 1, 2007, if the present value of a Participant's Restricted Benefits or Supplemental Retirement Benefits as of the Participant's Retirement, is equal to or less than twenty five thousand dollars ($25,000), or if the monthly payment due from the Plan, based on the Single Life Annuity, is $100 or less at time of Retirement, the benefits will instead be paid as a single lump sum payment.

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For Participants who terminated employment on or after January 1, 2005, and Retire prior to December 1, 2007, if the present value of a Participant's Restricted Benefits or Supplemental Retirement Benefits as of the Participant's Retirement, is equal to or less than twenty five thousand dollars ($25,000), the benefits will instead be paid as a single lump sum payment.

For Participants who terminated employment on or after January 1, 2005 but prior to December 1, 2007, and Retire on or after December 1, 2007, if the present value of a Participant's Restricted Benefits or Supplemental Retirement Benefits as of the Participant's termination date, is equal to or less than twenty five thousand dollars ($25,000), or if the monthly payment due from the Plan, based on the Single Life Annuity, is $100 or less at time of termination, the benefits will instead be paid as a single lump sum. Such Participants will be required to commence their Restricted Benefits or Supplemental Retirement Benefits on July 1, 2008. Such Participants will receive their Restricted Benefits or Supplemental Retirement Benefits determined as of the Participant's date of termination, plus interest at the rate of eight percent (8%), to the date payment is made to the Participant on July 1, 2008.

For Participants who terminated employment on or after November 30, 2007, if the present value of a Participant's Post-2004 Restricted Benefits or Supplemental Retirement Benefits, as determined as of the Participant's termination, is equal to or less than twenty five thousand dollars ($25,000), or if the monthly payment due from the Plan, based on the Single Life Annuity, is $100 or less at time of termination, the benefits will instead be paid as a single lump sum payment.

(b)

Date of Payment

(i)

Post-2004 Restricted Benefits and Supplemental Retirement Benefits

Subject to 4.02(d)(i), Post-2004 Restricted Benefits or Supplemental Retirement Benefits, including Small Benefit payments, to a Key Employee may not be paid before the date which is six (6) months after the Participant's termination of employment (or if earlier, the date of death of the Key Employee), subject to Section 409A of the Code, as amended. Such payments shall include interest from the scheduled date of payment to the date actually made. The payments shall be made on the last day of the seventh month following the date of termination of employment.

(ii)

Pre-2005 Restricted Benefits and Supplemental Retirement Benefits

Pre-2005 Restricted Benefits or Supplemental Retirement Benefits to a Key Employee are payable in the same month as the Participant's DEPP benefit, unless the Key Employee is a Participant eligible for the Enhanced Executives' Supplemental Retirement Options, then under any Optional Form of Benefit Payment that is properly elected by the Participant under Section 4.01(a)(ii)(B), the Key Employee's Pre-2005 Restricted Benefits or Supplemental Retirement Benefits hereunder is payable in the January of the year following the year of the Participant's Retirement.

(iii)

Change of Control

In the event of a Change of Control, the vested Restricted Benefits or Supplemental Retirement Benefits shall become payable immediately and shall be paid as a single lump sum payment within ninety (90) days of the Change of Control. The value of such single lump sum payment shall be the present value of the monthly Restricted Benefits or Supplemental Retirement Benefits as of the date of Change of Control calculated pursuant to Section 4.01(a)(ii)(B)(1).

(c)

Benefit Payments Payable Upon Death



(i)

Death Prior to Separation from Service

(A)

Post-2004 Restricted and Supplemental Retirement Benefits

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The survivor benefit payable hereunder is determined pursuant to the provisions of DEPP and shall be payable in the month following the Participant's death.

(B)

Pre-2005 Restricted and Supplemental Retirement Benefits

The survivor benefit payable hereunder is determined pursuant to the provisions of DEPP and shall be payable in the month following the Participant's death.

(ii)

Death After Separation from Service



(A)

Post-2004 Restricted and Supplemental Retirement Benefits

The survivor benefit payable hereunder shall be paid in accordance with the form of payment elected by the Participant.

(B)

Pre-2005 Restricted and Supplemental Retirement Benefits

The survivor benefit payable hereunder is determined pursuant to the provisions of DEPP and shall be payable in the month following the Participant's death.

In the event the Participant dies after the Participant has started to receive benefit payments under the Plan, the type and amount of survivor benefits will follow the same rules as DEPP depending on the option chosen.

If the Participant has received the single lump sum payment under the Small Benefits Form of Payment Benefit, no other benefits are payable hereunder. If the Participant dies prior to receiving such single lump sum payment, the single lump sum payment will be made to the Participant's Beneficiary.

(d)

Miscellaneous

(i)

Transition from Good Faith Compliance

A Participant under the Plan who terminated employment on or after January 1, 2005 and has not commenced their benefit by November 30, 2007, and deferred their benefit under the Plan which, under the rules set forth in the Plan would not otherwise be allowed for their Post-2004 Restricted Benefits or Supplemental Retirement Benefits (i.e., Participants are required to begin their benefit under the Plan immediately upon termination of employment), will be required to begin their Post-2004 Restricted Benefits or Supplemental Retirement Benefits under the Plan on July 1, 2008 with retroactive payments to the Participant's termination of employment if on or after January 1, 2005, plus interest at the rate of eight percent (8%), to the date payment is made to the Participant.

A Key Employee who has terminated employment on or after January 1, 2005 who commences their benefit prior to November 30, 2007 and is not subject to the rules of 4.02(a)(iii) shall have their Post-2004 Restricted Benefits or Supplemental Retirement Benefits paid in the same form of payment and on the same commencement date as their DEPP benefit (starting six (6) months following the Participant's Retirement date).

4.03

PAYMENT OF RESTRICTED BENEFITS AND SUPPLEMENTAL RETIREMENT BENEFITS TO ALL OTHER ELIGIBLE EMPLOYEES

(a)

Form of Payment

(i)

Terminations on and after January 1, 2005

Subject to Section 4.03(d)(i), benefits accrued under the Plan shall be payable in any of the forms of payment as provided under DEPP, excluding the Pension Purchase Option and the

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grandfathered qualified joint and survivor annuity of the former Non-Contributory Pension Plan for Employees of Union Carbide Corporation and its Participating Subsidiary Companies for Prior UCC Program Participants. The election of a form of payment by the Participant shall be made without regard to the form of payment elected by the Participant under DEPP.

(ii)

Terminations prior to January 1, 2005

Subject to Section 4.03(d)(i), the Participant's benefit is payable in the same optional form as the Participant's DEPP benefit other than the Pension Purchase Option and the grandfathered qualified joint and survivor annuity of the former Non-Contributory Pension Plan for Employees of Union Carbide Corporation and its Participating Subsidiary Companies for Prior UCC Program Participants. If such grandfathered option is elected under DEPP, the benefit payable hereunder shall be paid as a life only annuity as set forth in DEPP.

(iii)

Mandatory Lump Sum Form of Benefit Payment

Effective July 1, 1999, and for Participants who terminate employment prior to January 1, 2005, at the time of Retirement, if the present value of a Participant's Restricted Benefits or Supplemental Retirement Benefits is equal to or less than twenty five thousand dollars ($25,000), the benefits will be paid in a single lump sum payment.

For Participants who terminated employment prior to January 1, 2005, and Retire prior to December 1, 2007, if the present value of a Participant's Restricted Benefits or Supplemental Retirement Benefits as of the Participant's Retirement, is equal to or less than twenty five thousand dollars ($25,000), the benefits will instead be paid as a single lump sum payment.

For Participants who terminated employment prior to January 1, 2005, and Retire on or after December 1, 2007, if the present value of a Participant's Restricted Benefits or Supplemental Retirement Benefits as of the Participant's Retirement, is equal to or less than twenty five thousand dollars ($25,000), or if the monthly payment due from the Plan, based on the Single Life Annuity, is $100 or less at time of Retirement, the benefits will instead be paid as a single lump sum payment.

For Participants who terminated employment on or after January 1, 2005, and Retire prior to December 1, 2007, if the present value of a Participant's Restricted Benefits or Supplemental Retirement Benefits as of the Participant's Retirement, is equal to or less than twenty five thousand dollars ($25,000), the benefits will instead be paid as a single lump sum payment.

For Participants who terminated employment on or after January 1, 2005 but prior to December 1, 2007, and Retire on or after December 1, 2007, if the present value of a Participant's Restricted Benefits or Supplemental Retirement Benefits as of the Participant's termination date, is equal to or less than twenty five thousand dollars ($25,000), or if the monthly payment due from the Plan, based on the Single Life Annuity, is $100 or less at time of termination, the benefits will instead be paid as a single lump sum. Such Participants will be required to commence their Restricted Benefits or Supplemental Retirement Benefits on July 1, 2008. Such Participants will receive their Restricted Benefits or Supplemental Retirement Benefits determined as of the Participant's date of termination, plus interest at the rate of eight percent (8%), to the date payment is made to the Participant on July 1, 2008.

For Participants who terminated employment on or after November 30, 2007, if the present value of a Participant's Restricted Benefits or Supplemental Retirement Benefits, as determined as of the Participant's termination, is equal to or less than twenty five thousand dollars ($25,000), or if the monthly payment due from the Plan, based on the Single Life Annuity, is $100 or less at time of termination, the benefits will instead be paid as a single lump sum payment.

Under this Mandatory Lump Sum Form of Benefit Payment, the Participant's benefit hereunder is payable in a single lump sum payment. On or before January 1, 2006, Prior UCC Program

136

Participants may roll over such single lump sum payment to The Dow Chemical Company Elective Deferral Plan. After January 1, 2006, such rollovers will not be permitted unless such Prior UCC Program Participant terminated employment prior to March 1, 2004 and has not commenced benefits prior to March 1, 2004. The amount of the Mandatory Lump Sum Form of Benefit Payment shall be calculated pursuant to (A) or (B) below.

(A)

For Mandatory Lump Sum Form of Benefit Payments on or before January 1, 2006 for Prior UCC Program Participants, the present value of the Restricted Benefits or Supplemental Retirement Benefits if paid immediately using the mortality table specified by the Commissioner of the Internal Revenue Service in Revenue Ruling 2001-62 and a discount rate equal to the average of the 10 and 20 year AAA municipal bonds as published by Moody's or a similar rating service for the month of November.



(B)

For Mandatory Lump Sum Form of Benefit Payments after January 1, 2006, the greater of (1) or (2) below:

(1)	the present value of the Restricted Benefits or Supplemental Retirement Benefits if paid immediately using the G83U mortality table and an interest rate of eight percent (8%); or
(2)	the present value of the Restricted Benefits or Supplemental Retirement Benefits deferred to age sixty-five (65) using the mortality table and interest rate specified in DEPP for Lump Sum Benefits in effect at time of payment.

(iv)

Optional Lump Sum—Supplemental Retirement Plan

The Optional Lump Sum Form of Benefit Payment is available to Prior UCC Program Participants who were in the Union Carbide Compensation Deferral Program on February 6, 2001 and who shall attain at least age 50 and have at least 10 years of Eligibility Service, as defined under DEPP, as of or before December 31, 2005, until January 1, 2006, and such Participants, who terminated employment prior to March 1, 2004 and have not commenced benefits prior to March 1, 2004. Under the Optional Lump Sum Form of Benefit Payment, the Participant's benefit hereunder is payable as follows:

(A)

For Participants who terminate employment prior to January 1, 2005 or earlier, the Participant's benefit hereunder is payable in a single lump sum payment.



(B)

For Participants who terminate employment on or after January 1, 2005, the Participant's Pre-2005 Supplemental Retirement Benefits are payable in a single lump sum payment, while the Participant's Post-2004 Supplemental Retirement Benefits are (subject to Section 4.03(d)(i)) payable in any of the forms of payment as provided under DEPP, excluding the Pension Purchase Option and the grandfathered qualified joint and survivor annuity of the former Non-Contributory Pension Plan for Employees of Union Carbide Corporation and its Participating Subsidiary Companies for Prior UCC Program Participants. The election of a form of payment by the Participant for the Post-2004 Supplemental Retirement Benefit shall be made in the form of payment elected by the Participant under DEPP.

The amount of the single lump sum payment described above shall be equal to the present value of the Supplemental Retirement Benefit (limited to the pre-2005 Supplemental Retirement Benefit for Participants who terminate employment on or after January 1, 2005) if paid immediately using a discount rate equal to the average of 10 and 20 year Aaa municipal bonds as published by Moody's or a similar rating service for the month of November prior to the year payments commence and the mortality table specified by the Commissioner of the Internal Revenue Service in Revenue Ruling 2001-62. On or before January 1, 2006, Prior UCC Program Participants may roll over such single lump sum payment to The Dow Chemical Company Elective Deferral Plan. After January 1, 2006, such rollovers will not be permitted unless such Prior UCC Program

137

Participant terminated employment prior to March 1, 2004 and has not commenced benefits prior to March 1, 2004.

(b)

Date of Payment

(i)

Terminations on and after January 1, 2005

Benefits under the Plan shall be payable in the month following the Participant's termination of employment. However, for Participants who terminate between January 1, 2005 and December 1, 2007 and commence their DEPP benefit prior to November 30, 2007, benefits under the Plan shall be payable in the same month as the Participant's DEPP benefit. If such Participants do not commence their DEPP benefit prior to December 1, 2007, benefits under the Plan shall be payable on or about July 1, 2008.

(ii)

Terminations prior to January 1, 2005

Benefits under the Plan shall be payable in the same month as the Participant's DEPP benefit.

(iii)

Mandatory Lump Sum Form of Benefit Payment

For Participants who terminate prior to January 1, 2005, and for Participant's who terminate on or after January 1, 2005 and Retire prior to December 1, 2007, the Participant's benefit hereunder is payable as soon as administratively possible following the Participant's Retirement.

For all other Participants, the Participant's benefit hereunder is payable as soon as administratively possible following the Participant's termination.

(iv)

Optional Lump Sum—Supplemental Retirement Plan

If the Optional Lump Sum Form of Benefit is elected by Prior UCC Program Participants:

(A)

For Prior UCC Program Participants who terminated employment prior to January 1, 2005, the Participant's benefit hereunder is payable in the same optional form as the Participant's DEPP benefit in the same month as the Participant's DEPP benefit until the July of the year following the month payments commence, at which time the remaining value of the lump sum will be paid. If the Participant's DEPP benefit is in the form of the grandfathered qualified joint and survivor annuity of the former Non-Contributory Pension Plan for Employees of Union Carbide Corporation and its Participating Subsidiary Companies for Prior UCC Program Participants, the benefit payable hereunder until the lump sum payment shall be paid as a life only annuity as set forth in DEPP.



(B)

For Prior UCC Program Participants who terminated employment on or after January 1, 2005, the Participant's Pre-2005 Supplemental Retirement Benefit is payable in the same optional form as the Participant's DEPP benefit in the same month as the Participant's DEPP benefit until the July of the year following the month payments commence, at which time the remaining value of the Pre-2005 Supplemental Retirement Benefit lump sum will be paid. If the Participant's DEPP benefit is in the form of the grandfathered qualified joint and survivor annuity of the former Non-Contributory Pension Plan for Employees of Union Carbide Corporation and its Participating Subsidiary Companies for Prior UCC Program Participants, the benefit payable hereunder until the lump sum payment shall be paid as a life only annuity as set forth in DEPP. The Participant's Post-2005 Supplemental Retirement Benefit shall be payable in the month following the Participant's Retirement.

138

(v)

Change of Control

In the event of a Change of Control, the vested Restricted Benefits or Supplemental Retirement Benefits shall become payable immediately and shall be paid as a single lump sum payment within ninety (90) days of the Change of Control. The value of such single lump sum payment shall be the present value of the monthly Restricted Benefit or Supplemental Retirement Benefit as of the date of Change of Control calculated pursuant to Section 4.03(a)(iii)(B).

(c)

Benefit Payments Payable Upon Death

(i)

Death Prior to Separation from Service

Any survivor benefit is determined and paid pursuant to the provisions of DEPP and shall be payable in the month following the Participant's death. If the present value of the survivor benefit payable hereunder is equal to or less than twenty five thousand dollars ($25,000), or if the monthly survivor benefit, based on the Single Life Annuity, is $100 or less, the benefits will instead be paid as a single lump sum. The value of such single lump sum payment shall be the present value of the monthly survivor benefit as of the date of death calculated pursuant to Section 4.03(a)(iii)(B).

(ii)

Death After Separation from Service

In the event the Participant dies after Separation from Service, but prior to receiving benefit payments under the Plan, the type and amount of survivor benefit will be determined pursuant to Section 4.03(c)(i).

In the event the Participant dies after the Participant has started to receive benefit payments under the Plan, the type and amount of survivor benefits will follow the same rules as DEPP depending on the option chosen.

If the Participant has received the single lump sum payment under the Mandatory Lump Sum Form of Payment Benefit, no other benefits are payable hereunder. If the Participant dies prior to receiving such single lump sum payment, the single lump sum payment will be made to the Participant's Beneficiary.

Under the Optional Lump Sum Form of Benefit Payment for Prior UCC Program Participants, if such Participant has received the single lump sum payment, no other benefits are payable hereunder. If a portion of the Optional Lump Sum Form of Benefit Payment due to Post-2004 Supplemental Retirement Benefits is payable as an annuity under Section 4.03(a)(iv)(B), such annuity shall continue as set forth under DEPP. If the Participant dies prior to the July of the year following the month payments commence, such Participant's benefit will continue to be paid as set forth in Section 4.03(a)(iv)(B), that is, payable in the same monthly amount until the July of the year following the month payments commence, at which time the remaining value of the Lump Sum will be paid to the Beneficiary.

(d)

Miscellaneous

(i)

Transition from Good Faith Compliance

A Participant under the Plan who terminated employment on or after January 1, 2005 and deferred their benefit under the Plan which, under the rules set forth in the Plan would not otherwise be allowed for their Restricted Benefit or Supplemental Retirement Benefit (i.e., Participants are required to begin their benefit under the Plan immediately upon termination of employment), will be required to begin their Restricted Benefits or Supplemental Retirement Benefit under the Plan on July 1, 2008 with retroactive payments to the Participant's termination of employment if on or after January 1, 2005, plus interest at the rate of eight percent (8%), to the date payment is made to the Participant.

139

A Participant under the Plan who has terminated employment on or after January 1, 2005 who commences their benefit prior to November 30, 2007 and is not subject to the rules of 4.03(a)(iii) shall have their Restricted Benefits and Supplemental Retirement Benefits paid in the same form of payment and on the same commencement date as their DEPP benefit.

ARTICLE V
FINANCING OF RESTRICTED BENEFITS AND SUPPLEMENTAL RETIREMENT BENEFITS

5.01

FINANCING OF RESTRICTED AND SUPPLEMENTAL RETIREMENT BENEFITS

The entire cost of providing benefits under the Plan shall be paid by the Company out of its current operating budget, and the Company shall not be required under any circumstances to fund its obligations under the Plan. Notwithstanding the foregoing, the Company may, at its sole option, informally fund its obligations under the Plan in whole or in part by the creation of book reserves, the establishment of a grantor trust, the purchase of insurance and other assets, or by other means. In no event shall any Participant or Beneficiary have any incidents of ownership to any such insurance contracts or other assets. In addition, no Participant or Beneficiary shall be named a beneficiary under any such insurance contract. If the Company informally funds the Plan, in whole or in part, the manner of such informal funding and the continuance or discontinuance of such informal funding shall be the sole decision of the Company.

5.02

GENERAL CREDITOR

The Participant, and/or Beneficiary, shall be regarded as an unsecured general creditor of the Company with respect to any rights derived by the Participant, and/or Beneficiary, from the existence of this Plan. Title to and beneficial ownership of any Company assets (including any assets that may be held in trust) which may be used to satisfy the Company's obligation for payment of Restricted Benefits and Supplemental Retirement Benefits shall remain solely the property of the Company.

5.03

LIABILITY OF THE COMPANY

Nothing in this Plan shall constitute the creation of a trust or other fiduciary relationship between the Company, its agents, representatives or other Employees dealing with the Plan and the Participant, Beneficiary or any other person. The obligations of the Company under the Plan shall be an unfunded and unsecured promise to pay.

5.04

ASSIGNMENT

No rights under this Plan may be assigned, transferred, pledged or encumbered by any Participant or Beneficiary. The obligations and rights of the Company under this Plan may be encumbered in the event of the Company's insolvency.

ARTICLE VI
MISCELLANEOUS

6.01

PLAN IS BINDING

This Plan shall be binding upon and inure to the benefit of the Company, participating Employees and their respective successors, assigns, heirs, personal representatives, executors, administrators, Beneficiaries, and legatees.

6.02

ENTIRE PLAN

This document constitutes the entire Plan and no representations or other actions by a Company Employee or representative may modify the rights and obligations set forth in the Plan.

140

6.03

NO GUARANTEE OF EMPLOYMENT

Nothing in this Plan shall be construed as an employment contract or as a guarantee of employment for any period of time.

6.04

GOVERNING LAW

In the event that ERISA does not preempt state law, the state law of Michigan applies.

6.05

TERMINATION

The Company reserves the right to terminate the Plan completely subject to the conditions set forth below. Such termination shall have prospective application only and shall not reduce or impair a Participant's right to benefits accrued and vested under the Plan as of the date of termination. Each Participant shall receive written note of the termination of the Plan describing the action taken in detail.

6.06

WITHHOLDING TAXES

The Company shall have the right to withhold taxes from any payments made pursuant to the Plan, or make such other provisions as it deems necessary or appropriate to satisfy its obligations to withhold federal, state, local or foreign income or other taxes incurred by reason of payments pursuant to the Plan. In lieu thereof, the Company shall have the right, to the extent permitted by law, to withhold the amount of such taxes from any other sums due or to become due from the Company to the Participant or any Beneficiary upon such terms and conditions as the Company may prescribe.

6.07

OVERPAYMENTS

If any overpayment of benefits is made under this Plan, the amount of the overpayment may be set-off against future amounts payable to or on account of the person who received the overpayment until the overpayment has been recovered. The foregoing remedy is not intended to be exclusive.

ARTICLE VII
PLAN ADMINISTRATION

7.01

ADMINISTRATION AND AMENDMENT

This Plan is administered by the Corporate Vice President of Human Resources of the Company or her/his delegate. The Corporate Vice President of Human Resources of the Company or her/his delegate is authorized to construe and interpret all Plan provisions, to adopt rules concerning the implementation of Plan provisions, and to make any determinations necessary or appropriate hereunder which shall be binding and conclusive on all parties. However, any discretionary actions regarding Section 16 Employees, as defined by the Securities Exchange Act of 1934 and determined by the Company, are reserved for the Compensation Committee of the Board of Directors of the Company.

The Compensation Committee of the Board of Directors of the Company is authorized to amend the Plan. Any amendment shall have prospective application only and shall not reduce or impair a Participant's right to benefits accrued and vested under of the Plan as of the date such amendment is made. Each Participant shall receive written notice of the amendment or termination of the Plan describing the action taken in detail.

7.02

CLAIMS SUBMISSION AND REVIEW PROCEDURE

Any disputed claim for benefits must be submitted in writing to the Compensation Committee of the Board of Directors of the Company. In the event that any claim for benefits hereunder is denied (in whole or in part), the claimant shall receive from the Compensation Committee of the Board of Directors of the Company, within 90 days after its receipt of the benefit claim, a written notice setting forth the specific reasons for denial, with specific reference to pertinent provisions of this Plan, unless special circumstances require an extension of time for

141

processing the claim. The notice shall be written in a manner calculated to be understood by the claimant. If an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed a period of 90 days from the end of the initial period. The claimant may make a written request for review of any denial by the Compensation Committee of the Board of Directors of the Company within 60 days following the date of such denial. The claimant shall be entitled to submit such issues or comments, in writing, as he or she shall consider relevant to a determination of the claim. The Compensation Committee of the Board of Directors of the Company shall notify the claimant of its decision in writing no later than 60 days following receipt of the claimant's request, unless specific circumstances require an extension of time for processing, in which case the decision of the Compensation Committee of the Board of Directors of the Company shall be rendered no later than 120 days after receipt of such request for review.

The interpretations and construction of the Plan by the Corporate Vice President of Human Resources of the Company or her/his delegate shall be binding and conclusive on all persons and for all purposes. Notwithstanding the above, any disagreement may be submitted to the Board of Directors of the Company or the Compensation Committee of the Board of Directors of the Company, for resolution provided that all interested parties agree to be bound by the decision. No member of the Board of Directors of the Company or Company management shall be liable to any person for any action taken hereunder except for those actions undertaken with lack of good faith.

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EXHIBIT 1

UNION CARBIDE CORPORATION
ENHANCED RETIREMENT
INCOME PLAN

(Effective as of January 1, 1998)
ENHANCED RETIREMENT INCOME PLAN
General

        This is an enhanced retirement income plan for participants in the Retirement Program Plan who receive a retirement benefit under the Retirement Program Plan which is limited by Code Section 415 or Code Section 401(a)(17).

        Specifically, the purpose of this Plan is to provide a retirement benefit equal to the excess of:

        (1)   the retirement benefit which would be provided by the Retirement Program Plan, determined without regard to Code Section 415 or Code Section 401(a)(17), if

(a)

average monthly Compensation included Incentive Compensation and base salary deferred pursuant to the terms of the Compensation Deferral Program or any successor or predecessor program, and

(b)

all Incentive Compensation, whether deferred or not, were averaged separately from Base Compensation (as defined in the Retirement Program Plan);



Over

        (2)   the retirement benefit actually provided by the Retirement Program Plan, the Equalization Benefit Plan and the Supplemental Retirement Income Plan.

        This Plan is completely separate from the Retirement Program Plan, the Supplemental Retirement Income Plan and the Equalization Benefit Plan, is unfunded for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended and is not qualified for special tax treatment under the Code.

ARTICLE I
Eligibility

        Section 1.    A Participant shall be eligible to participate in this Plan if such Participant receives a retirement benefit from the Retirement Plan which is limited by Code Section 401(a)(17) or Code Section 415, or is a participant in either the 1997 Union Carbide Variable Compensation Plan or the 1997 Union Carbide Mid-Management Variable Compensation Plan.

143

ARTICLE II
Administration

        Section 1.    (a) The Compensation Committee shall have the authority to administer this Plan. The Compensation Committee may adopt such rules as it may deem necessary for the proper administration of this Plan and its decision in all matters involving the interpretation and application of the Plan shall be final, conclusive, and binding on all parties.

        (b)   The Compensation Committee may, in its sole discretion, designate any person(s) or committee to administer this Plan. To the extent provided by the Compensation Committee, such person(s) or committee designated to administer this Plan shall have the same powers and responsibilities as the Compensation Committee.

ARTICLE III
Amount of Enhanced Retirement Income

        Section 1.    (a) A Participant's monthly Enhanced Retirement Income shall be computed by:

        (i)    determining the benefit which would be payable using the applicable formula provided in Article V of the Retirement Program Plan, determined without regard to Code Section 415 or Code Section 401(a)(17); provided, however, that average monthly Compensation shall be:

        (A)    the larger of:

         (I)  ¹/36 of a Participant's Base Salary related to the three full calendar years in which such Base Salary was largest during the ten full calendar years next preceding the date of death or retirement, or

        (II)  ¹/36 of a Participant's Base Salary for the thirty-six (36) full calendar months next preceding the date of death or retirement; plus

        (B)  ¹/36 of the Participant's Incentive Compensation related to the three full calendar years in which such Incentive Compensation was the largest during the ten full calendar years next preceding the date of death or retirement; provided, that the calendar years in which the Participant was hired or terminated employment shall each be considered a full calendar year for the purposes of this clause (B) and provided that if there is Incentive Compensation in the retirement year that the 10^thpreceding year will continue to be considered; and

         (ii)  reducing such benefit by the total monthly amount of such Participant's retirement benefit actually payable under the Retirement Program Plan, the Equalization Benefit Plan and the Supplemental Retirement Income Plan.

        (b)   For purposes of this Section 1, "Incentive Compensation" will be related to the calendar year in which a Participant performed the services for which the Incentive Compensation was paid.

        (c)   For purposes of this Section 1, the amount of "Base Salary" received in any calendar month shall be calculated in the same manner in which average monthly Base Compensation used to compute pension benefits under the Retirement Program Plan is calculated (determined without regard to Incentive Compensation, as defined therein); provided, however, that Base Salary shall also include any base salary deferred by a Participant pursuant to the terms of the Compensation Deferral Program, in the calendar year in which it would otherwise have been paid and any cash profit sharing for the calendar year earned, to a maximum of twenty (20) days per year.

        (d)   Any benefits either payable under, or which have been satisfied through the purchase of, non-qualified annuities in connection with the Corporation's non-qualified plans shall be deducted from the amounts payable pursuant to subparagraph (a) above.

        (e)   Notwithstanding the foregoing, the amount of a Participant's Enhanced Retirement Income shall include any additional non-qualified retirement benefits resulting from agreements entered into by the Corporation and the Participant.

144

        Section 2.    If the Enhanced Retirement Income payable to a Participant under this Plan commences before the grant to such Participant of Incentive Compensation (whether or not deferred) which may be used to determine average monthly Compensation under Section 1 of this Article III, the monthly amount of Enhanced Retirement Income payable hereunder shall be recalculated after such Incentive Compensation is granted (whether or not deferred). The monthly amount of Enhanced Retirement Income resulting from said recalculation shall be paid commencing in or before the third calendar month after the month in which such Incentive Compensation is awarded, provided that the first monthly payment of such recalculated Enhanced Retirement Income shall be increased to reflect any prior underpayment of Enhanced Retirement Income resulting from the failure to include such Incentive Compensation in the initial calculation of Enhanced Retirement Income.

ARTICLE IV
Vesting

        Section 1.    A Participant will be vested in such Participant's right to receive Enhanced Retirement Income under the Plan in the same manner and to the same extent as provided under the Retirement Program Plan.

ARTICLE V
Payments

        Section 1.    Enhanced Retirement Income shall be paid monthly to a Participant or such Participant's survivor commencing with the month such Participant or such Participant's survivor commence benefits under the Retirement Program Plan, and shall cease or be suspended at the same time the Participant or such Participant's survivor cease or have suspended benefits under the Retirement Program Plan. However, Enhanced Retirement Income shall in no event be payable after the death of a Participant who has declined the coverage of a survivor's benefit.

        Section 2.    Unless otherwise elected, Enhanced Retirement Income payable under this Plan shall include the coverage of a survivor's benefit. A survivor's benefit payable from this Plan shall be paid to that person designated to receive a survivor's benefit under the Retirement Program Plan.

        Section 3.    Enhanced Retirement Income shall be received in the same form, and with the same actuarial adjustments, as such Participant's distributions from the Retirement Program Plan.

        Section 4.    Notwithstanding the provisions of Sections 1 and 3 of this Article V, Participants may elect, in accordance with provisions determined from time to time by the Compensation Committee or its designee, that their payments under the Plan shall be made either (i) in a lump sum as of January 1 of the calendar year following such election, or (ii) in substantially equal installments over a period of at least 2 but not more than 10 years commencing as of such date. The lump sum payment or installment payments described in the preceding sentence shall be calculated using (A) a discount rate equal to the average of 10 and 20 year Aaa municipal bonds as published by Moody's or a similar rating service for the third month prior to the month payments commence, and (B) a mortality table determined by the Compensation Committee or its designee. The Compensation Committee or its designee shall determine the procedures for such elections and the time and method of payment for payments in accordance with this Section 4. For Participants who make the election described in this Section 4, the provisions of Sections 1 and 3 of this Article V shall not apply.

        Section 5.    If the Compensation Committee determines, after a hearing, that a Participant who is eligible to receive or is receiving Enhanced Retirement Income has engaged in any activities which, in the opinion of the Board, are detrimental to the interest of, or are in competition with the Corporation, such Enhanced Retirement Income shall thereupon be terminated and forfeited.

        Section 6.    The Corporation may withhold the Participant's portion of the FICA taxes due on the Participant's Enhanced Retirement Income benefit from the payment of such benefit.

145

ARTICLE VI
Miscellaneous

        Section 1.    Unless otherwise defined in this Plan, all defined terms shall have the same meaning as set forth in the Retirement Plan.

        (a)   "Code" means the Internal Revenue Code of 1986, as amended.

        (b)   "Compensation Committee" means the Compensation and Management Development Committee of the Board of Directors of the Corporation.

        (c)   "Corporation" means Union Carbide Corporation and any subsidiary of the Corporation which is participating in the Retirement Program Plan.

        (d)   "Enhanced Retirement Income" means the benefit payable to a Participant pursuant to Article III of this Plan.

        (e)   "EPS Plan" means the 1997 Union Carbide Corporation EPS Incentive Plan.

        (f)    "Equalization Benefit Plan" means the Union Carbide Corporation Equalization Benefit Plan, as amended and restated January 1, 1998.

        (g)   "Incentive Compensation" means those incentive compensation awards which are made: (i) under any cash award plan and (ii) under any other variable compensation plans (whether or not deferred) designated by the Board of Directors; provided, however, that with respect to the EPS Plan, "Incentive Compensation" shall include variable compensation that would have been paid but for participation in the EPS Plan, and shall not include any payouts under the EPS Plan.

        (h)   "Participant" means an employee who is eligible to participate in this Plan pursuant to Article II.

        (i)    "Plan" means this Union Carbide Corporation Enhanced Retirement Income Plan.

        (j)    "Retirement Program Plan" means the Retirement Program Plan for Employees of Union Carbide Corporation and its Participating Subsidiary Companies.

        (k)   "Supplemental Retirement Income Plan" means the Union Carbide Corporation Supplemental Retirement Income Plan, as amended and restated January 1, 1998.

        Section 2.    The Corporation may amend or terminate this Plan at any time, but any such amendment or termination shall not adversely affect the rights of any Participant, or such Participant's survivor, then receiving benefits, or the vested rights of any Participant.

        Section 3.    Except to the extent required by law, no assignment of the rights and interests of a Participant under this Plan will be permitted nor shall such rights be subject to attachment or other legal processes for debts. Notwithstanding the foregoing, the Corporation will honor the terms of a QDRO, as defined in Code § 414(p).

        Section 4.    The Corporation may satisfy all or any part of its obligation to provide benefits hereunder by purchasing, and distributing to a Participant, an annuity from an insurance carrier to provide such benefits.

        Section 5.    This Plan is intended to be unfunded for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended and the right of a Participant shall be no greater than the right of an unsecured general creditor of the Corporation.

        Section 6.    Participation in this Plan shall not affect the Corporation's right to discharge any Participant.

146

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EXHIBIT 10(s)

Summary Plan Description for:

The Dow Chemical Company
Company-Paid Life Insurance Plan
Employee-Paid Life Insurance Plan
Dependent Life Insurance Plan

(Applicable to Active Salaried Employees and Active Hourly Employees Whose Collective Bargaining
Unit have Agreed to this Plan)

Amended and Restated: October 1, 2006
Effective for the Plan Year beginning January 1, 2007 and thereafter until superseded

        This Summary Plan Description (SPD) is updated annually on the Dow Intranet.

        See also the Choices enrollment brochures, which are published annually for summaries of the most recent modifications to this SPD. Copies of any of the above can be found on the Dow Intranet or by requesting a copy from the Human Resources (HR) Service Center, Employee Development Center, Midland, MI 48674, telephone 1-877-623-8079 or 1-989-638-8757. Summaries of modifications may also be published from time to time in Dow's Newsline publication or by separate letter.

Overview

        This booklet is the Summary Plan Description (SPD) for The Dow Chemical Company Group Life Insurance Program's Company-Paid Life Insurance Plan ("Company-Paid Life Insurance Plan"). It is also the SPD for The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program's Employee-Paid Life Insurance Plan ("Employee-Paid Life Insurance Plan") and Dependent Life Insurance Plan ("Dependent Life Insurance Plan"). These plans are collectively referred to in this SPD as "Plans". Individually, each plan may be referred to as "Plan", in its respective Chapter of this SPD. References to "Dow" refer collectively to The Dow Chemical Company and its subsidiaries and affiliates authorized to participate in the Plans.

        Chapter One applies to the Company-Paid Life Insurance Plan. The Company-Paid Life Insurance Plan is part of The Dow Chemical Company Group Life Insurance Program (ERISA Plan #507). It provides group term life insurance coverage underwritten by Metropolitan Life Insurance Company ("MetLife"). The premium is paid by Dow. It provides automatic coverage for eligible Employees.

        Chapter Two applies to the Employee-Paid Life Insurance Plan. It is part of The Dow Chemical Company Employee-Paid Life Insurance and Dependent Life Insurance Program (ERISA Plan #515). It provides group term life insurance coverage underwritten by MetLife. You must enroll for, and pay the premiums for this coverage.

        Chapter Three applies to the Dependent Life Insurance Plan. It is part of The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program (ERISA Plan #515). It provides group term life insurance coverage underwritten by MetLife. You must enroll for, and pay the premiums for this coverage.

        Words that are capitalized are either defined in this SPD or the applicable Plan Document. The applicable Plan Document for the Company-Paid Life Insurance Plan is The Dow Chemical Company Group Life Insurance Program Plan Document. The applicable Plan Document for the Employee-Paid Life Insurance and Dependent Life Insurance Plans is The Dow Chemical Company Employee-Paid Life Insurance and Dependent Life Insurance Program Plan Document. The Plan Documents are available by requesting from the applicable Plan Administrator listed in the ERISA Information section of this SPD.

        References to "Participating Employer" refer to The Dow Chemical Company or any other corporation or business entity The Dow Chemical Company authorizes to participate in the Plans with respect to its Employees. The terms "Dow" and "Participating Employers" have the same meaning, and may be used interchangeably in this SPD. The term "Employee" means: a person who:

147

a.

is employed by a Participating Employer to perform personal services in an employer-employee relationship which is subject to taxation under the Federal Insurance Contribution Act or similar federal statute; and

b.

receives payment for services performed for the Participating Employer directly from the Company's U.S. Payroll Department, or another Participating Employer's U.S. Payroll Department; and

c.

is either a Salaried individual who is classified by the Participating Employer as having "regular full-time status" or "less-than-full-time status", or a Bargained-for individual who is classified by the Participating Employer as having "regular full-time active status", and

d.

if Localized, is Localized in the U.S., and

e.

if on an international assignment, is either a U.S. citizen or Localized in the U.S.

The definition of "Employee" does not include an individual who performs services for the benefit of a Participating Employer if his compensation is paid by an entity or source other than the Company's U.S. Payroll Department or another Participating Employer's U.S. payroll Department. Further, the definition of "Employee" does not include any individual who is characterized by the Participating Employer as an independent contractor, contingent worker, consultant, contractor, or similar term. These individuals are not "Employees" (with a capital "E") for purposes of the Plan even if such an individual is determined by a court or regulatory agency to be a "common law employee" of a Participating Employer.

Chapter One
Company-Paid Life Insurance

Plan Description

        The Company-Paid Life Insurance Plan provides coverage of either one half times (1/2X) or one times (1X) your base annual salary depending on whether you are an Hourly Employee or a Salaried Employee. If you are an Hourly Employee, the amount will depend on the applicable collective bargaining agreement. MetLife is the named fiduciary for making decisions as to whether a Claim for Benefits is payable.

        As of January 1, 2005, the following plans have been merged into the Company-Paid Life Insurance Plan: The Dow Chemical Company Group Life Insurance Program's Michigan Hourly Company-Paid Life Insurance Plan; The Dow Chemical Company Group Life Insurance Program's Hampshire Hourly Company-Paid Life Insurance Plan; and The Dow Chemical Company Group Life Insurance Program's ANGUS Hourly Company-Paid Life Insurance Plan. Such plans no longer exist as separate plans, but are now a part of The Dow Chemical Company Group Life Insurance Program's Company-Paid Life Insurance Plan.

        The Company-Paid Life Insurance Plan is referred to in Cahpater One as the "Plan".

Eligibility

Salaried Employees

        Salaried Employees of a Participating Employer with regular, active, Full-Time or Less-Than-Full-Time status are eligible and are automatically covered under this Plan(1), except as follows:

1.

Employees enrolled in the Key Employee Insurance Program ("KEIP") are not eligible for active Employee or Retiree Company-Paid Life Insurance coverage, except that on the later of "program completion date" or "retirement" (as those terms are defined in KEIP), if the Employee would otherwise have been eligible for coverage under the Company-Paid Life Insurance Plan, the Employee may resume eligibility for the Plan; and

(1)

If you were enrolled in The Dow Chemical Company Executive Split Dollar Life Insurance Plan on September 30, 2002, and you signed a waiver of all your rights under the Dow Chemical Company Executive Split Dollar Life Insurance Agreement between you and The Dow Chemical Company, you are eligible until you no longer have active Employee status, or until you elect to waive coverage. In addition, if you were enrolled in the Union Carbide Corporation Executive Life Insurance Plan ("UCC Executive Life") on October 31, 2002, and had active Employee status on the date that your Agreement and Collateral Assignment between you and Union Carbide Corporation were terminated, you are eligible until you no longer have active Employee status, or until you elect to waive coverage. Once coverage is waived, you will not be allowed to re-enroll in the future.

148

2.

Employees who were enrolled in The Dow Chemical Company Executive Split Dollar Life Insurance Plan ("Dow Split Dollar") on September 30, 2002, who have not waived their rights under The Dow Chemical Company Executive Split Dollar Life Insurance Agreement, are not eligible for coverage under the Company-Paid Life Insurance Plan.

Hourly Employees

        Eligibility of Hourly Employees depends on whether the applicable collective bargaining unit and the Participating Employer have agreed to this Plan. With respect to a collective bargaining agreement that specifically addresses which Employees are eligible or not eligible for this Plan, the terms of such collective bargaining agreement shall govern. If the terms of the collective bargaining agreement specify that Hourly Employees shall be provided this Plan, but does not specifically address the category of Employees that are eligible or not eligible, then the Plan will provide eligibility to regular, active Employees with Full Time status who are members of the collective bargaining group.

Employees on a Leave of Absence

        Employees who are on a family or medical leave of absence approved by a Participating Employer, which leave of absence provides for eligibility for coverage under the Plan, are eligible for coverage as specified by the terms and conditions of the leave of absence. If you are on a "Benefit Protected Leave of Absence", you are also eligible for coverage. A "Benefit Protected Leave of Absence" is a leave of absence, designated as a "Benefit Protected Leave of Absence", for an Employee or group of Employees that is approved in writing by the Vice President of Human Resources during which an Employee who is not actively working for Dow may continue coverage under the Plan. Benefit Protected Leaves of Absences automatically expire after three (3) months, or upon the Employee's return to Active Work with Dow, whichever occurs first. The Vice President of Human Resources may renew a Benefit Protected Leave of Absence. Such renewal must be in writing. You may also be eligible if you are approved by the Participating Employer for certain other leaves of absences. Check the Plan Document for more information.

Disabled Employees

        If you are being paid a benefit from The Dow Chemical Company Long Term Disability Income Protection Plan ("LTD"), The Dow Chemical Company Michigan Hourly Contract Disability Plan, The Dow Chemical Company Texas Operations Total and Permanent Disability Plan, or the Dow AgroSciences Long Term Disability Insurance Plan you may be eligible under the Plan. See the Special Coverage for Certain Disabled Persons section of this SPD.

Plan Administrator Determines Eligibility

        The Plan Administrator determines eligibility. The Plan Administrator is a fiduciary to the Plan and has the full discretion to interpret the provisions of the Plan and to make findings of fact. Interpretations and eligibility determination by the Plan Administrator are final and binding on Participants.

        If you want to file a Claim for a Determination of Eligibility because you are not sure whether you are eligible to participate in the Plan, or have been told that you are not, see the Claims Procedures Appendix of this SPD.

Enrollment

Completing an enrollment form is necessary only to name your beneficiary. You may waive coverage. If you want to waive coverage, you must provide written notification to the Dow Benefits Center. If you waive coverage, you waive coverage permanently. You may not re-enroll in this Plan at any time in the future.

Employee Contribution

        Dow provides Company-Paid Life Insurance at no cost to you.

149

Amount of Coverage.

Maximum Coverage

        The maximum amount of coverage available is $1.5 million(2).

Salaried Employees

        If you are a Salaried Employee, your benefit under this Plan is equal to one times (1X) your base annual salary, rounded up to the next $1,000. Your coverage automatically is adjusted as your base salary changes.

Hourly Employees

        This paragraph does not apply to Hourly Employees employed at the Michigan Operations Midland or Ludington facilities. Except as provided above, if you are an Hourly Employee whose collective bargaining unit has agreed to this Plan, your benefit is equal to one times (1X) your annual pay calculated using your base hourly rate, rounded up to the next $1,000. Your coverage is automatically adjusted each January 1, based on your hourly rate on the preceding December 1.

Michigan Operations Hourly Employees

        If you are an Hourly Employee who is actively employed at Michigan Operations Midland or Ludington facilities, your benefit is equal to one-half times (1/2X) your annual pay calculated using your base hourly rate, rounded up to the next $1,000. Your coverage automatically is adjusted each January 1 based on your hourly rate on the preceding December 1.

Union Carbide Employees

        If you are a Union Carbide employee, your benefit will be determined using your annual pay at Union Carbide as of December 31, 2001, as determined under the provisions of the Union Carbide Basic Life Insurance Plan until your annual base salary calculated under the normal provisions of the Plan exceed such amount. At that time, the Plan will no longer retain the December 31, 2001 Union Carbide annual pay information and will look solely to the annual base salary calculated under the normal provisions of the Plan to determine the amount of your coverage.

Special Coverage for Certain Disabled Persons

The Dow Chemical Company Long Term Disability Income Protection Plan ("LTD")

Effective January 1, 2006, if your date of Full Disability (as defined under LTD) is on or after January 1, 2006, you are eligible for coverage when your LTD benefit payments begin. The following applies to you:

If you have less than ten (10) years of service under DEPP or UCEPP, you are eligible for up to either 12 months or 24 months of company paid life insurance coverage. Coverage ends prior to the expiration of the 12 month or 24 month period if you no longer qualify for LTD status. The 12 month period applies if you have less than one (1) year of service under DEPP or UCEPP. The 24 month period applies if you have more than one (1) year of service, but less than ten (10) years of service under DEPP or UCEPP. Currently, if you have ten (10) or more years of service you are eligible for coverage until you are no longer eligible to receive payments from LTD.

The amount of coverage is the same as the amount of coverage you had under the applicable company paid life insurance plan on your last day on the payroll (either ¹/2 X or 1X). Currently, the Company pays the cost of this coverage.

(2)

This maximum is waived if you are an Employee who was enrolled in The Dow Chemical Company Executive Split Dollar Life Insurance Plan on September 30, 2002, and you signed a waiver of all your rights under The Dow Chemical Company Executive Split Dollar Life Insurance Agreement between you and The Dow Chemical Company. This maximum is also waived if you were enrolled in the Union Carbide Corporation Executive Life Insurance Plan on October 31, 2002, and you were an active Employee on the date that your Agreement and Collateral Assignment between you and Union Carbide Corporation were terminated.

150

If your date of Full Disability (as defined under LTD) is prior to January 1, 2006, you are eligible for coverage when your LTD benefit payments begin(3). The following applies to you:

You are eligible for the same amount of coverage you had under the applicable company paid life insurance plan on your last day on the payroll (either ¹/2 X or 1X). Currently, the Company pays the cost of this coverage. Currently, coverage continues until you are no longer eligible to receive payments from LTD.

You are also eligible for an additional amount of coverage, which is determined by the amount of Employee-Paid Life coverage you were enrolled in as an active Employee immediately prior to being approved to receive LTD payments, but not to exceed 1X (For example, if you were enrolled for 6X as an active Employee, your coverage would be reduced to 1X). Currently, the Company pays the cost of this coverage. Currently, coverage continues until you are no longer eligible to receive payments from LTD.

        For salaried employees, base annual salary is used to calculate the life insurance amount. For bargained-for employees, annual pay calculated using your base hourly rate is used.

Texas Total and Permanent Disability

        If you were enrolled in the Texas Operations Hourly Total and Permanent Disability Plan (T&P Plan) and you were deemed to be "totally and permanently disabled" by the plan administrator of that plan, you are eligible for additional coverage under the Company-Paid Life Insurance Plan equal to the amount of coverage you were enrolled in under the Texas Operations Hourly Optional Life Insurance Contributory Plan (Contributory Life) at the time you became totally and permanently disabled. The following provisions apply to you:

•

If it is determined that you were "totally and permanently disabled" prior to age 60 by the administrator of the T&P Plan, you have 10 years of service, and you have been off work for nine months due to a disability, you will continue to have the amount of Contributory Life coverage you had in effect when you were an active employee until you are no longer "totally and permanently disabled", as determined by the plan administrator of the T&P Plan. Currently, this coverage is provided under the Company-Paid Life Insurance Plan at no cost to you. At age 65, coverage ends. Coverage ends earlier if you are no longer eligible for benefits under the T&P Plan.

•

If it is determined that you were "totally and permanently disabled" by the administrator of the T&P Plan, and you have less than 10 years of service and are disabled prior to age 60, you will continue to have the amount of Contributory Life coverage you had in effect when you were an active employee until you are no longer "totally and permanently disabled", as determined by the plan administrator of the T&P Plan. This coverage will be provided under the Company-Paid Life Insurance Plan at no cost to you. At age 65, coverage ends. Coverage ends earlier if you are no longer eligible for benefits under the T&P Plan.

•

The T&P Plan administrator may require proof of total and permanent disability annually. If you are no longer totally and permanently disabled under the T&P Plan, or otherwise eligible for benefits under the T&P Plan, your insurance coverage ends. It is expected that disabled employees will be under the care of a physician.

Contract Disability Participants

        If you have been determined to be "totally and permanently disabled" by the claims administrator of The Dow Chemical Company Michigan Hourly Contract Disability Plan ("Contract Disability Plan"), and are receiving benefit payments from that plan, the same coverage you had as an active Employee will continue until you are age 65. Eligibility for coverage ends earlier if you no longer are eligible for benefit payments under the Contract Disability Plan. If you were Actively at Work at age 65 or older and subsequently became approved for benefits by the Contract Disability plan administrator, your coverage will be determined by applying the appropriate percentage from the following table to your base annual hourly rate effective the day before you qualified to receive benefit payments under the Contract Disability Plan, with a minimum of $5,000.

(3)

This also applies to those who were disabled prior to January 1, 2006, and were approved to receive benefit payments for such disability under the Dow AgroSciences Long Term Disability Insurance Plan.

151

Your Age	Percentage
65	50 percent
66	30 percent
67	10 percent
68	5 percent

        On and after your 70^th birthday, the amount of your Retiree Company-Paid Life Insurance benefits will be $5,000. Currently, the Company pays the cost of this coverage.

Effective Dates of Coverage.

        Beginning.    Your coverage begins on your first day of active employment as an Employee of a Participating Employer, unless you were a former participant of The Dow Chemical Company Executive Split Dollar Life Insurance Plan or the Union Carbide Corporation Executive Life Insurance Plan as described above in the Eligibility section, in which case your coverage begins the first day of the month following the termination of your participation in such executive life insurance plan.

Ending.

        Your Company-Paid Life Insurance coverage ends on the earlier of:

        The date the Group Policy ends;

        The date you no longer meet the eligibility requirements of the Plan; or

        The date your employment ends.

Converting to an Individual Policy

        If your Company-Paid Life Insurance coverage is reduced due to retirement, the amount of coverage you lost may be converted to an individual non-term policy through MetLife. The maximum amount of insurance that may be elected for the new policy is the amount of Company-Paid Life Insurance you lost under the Company-Paid Life Insurance Plan.

        If your Company-Paid Life Insurance coverage ends because your employment ends, your coverage may be converted to an individual non-term policy through MetLife. The maximum amount of insurance that may be elected for the new policy is the amount of Company-Paid Life Insurance in effect for you under the Company-Paid Life Insurance Plan on the date your employment ends.

        If your Company-Paid Life Insurance coverage ends because Dow has cancelled the Company-Paid Life Insurance coverage under the MetLife group life insurance policy, or Dow has amended the Company-Paid Life Insurance Plan to exclude coverage for your work group, you may convert your Company-Paid Life Insurance coverage to an individual non-term MetLife policy; provided you have been covered under the Company-Paid Life Insurance Plan for at least 5 years immediately prior to losing coverage under the Company-Paid Life Insurance Plan. The amount you may convert is limited to the lesser of:

•

the amount of Company-Paid Life Insurance for you that ends under the Group Policy less the amount of life insurance for which you become eligible under any group policy within 31 days after the date insurance ends under the Group Policy; or

•

$2,000.

        You must file a conversion application with MetLife and make the required premium payment to MetLife within 31 days of the date your Dow coverage is lost or reduced. Contact the Dow HR Service Center to obtain a form for converting your coverage. Once you have obtained the form, contact the MetLife Conversion Group at 1-800-MET-LIFE or 1-800-638-5433 to file your form, or to obtain further information.

        The cost of this individual coverage will probably be significantly higher than your group plan. Although not required, providing proof of insurability may help reduce your cost.

152

Reporting Imputed Income

        The Internal Revenue Code requires that the cost of Company-Paid Life Insurance in excess of $50,000 be reported as taxable income ("imputed income"). This imputed income will be reported on your W-2 Form in addition to your other taxable income. Former participants of The Dow Chemical Company Split Dollar Life Insurance Plan and the Union Carbide Corporation Executive Life Insurance Plan are not eligible for the $50,000 exclusion.

        The cost of your Company-Paid Life Insurance in excess of $50,000 is based on a Uniform Premium Table established by the federal government. If you are an Hourly Employee of Michigan Operations, the cost of your combined Company-Paid Life and Employee-Paid Life in excess of $50,000 is taxable income and is determined based on the Uniform Premium Table established by the federal government.

Naming Your Beneficiary

        You designate your beneficiary on the Company-Paid Life Beneficiary Designation form, available from the Intranet or the HR Service Center. A contingent beneficiary is recommended. If you fail to name a beneficiary, MetLife may determine the beneficiary to be one or more of the following who survive you:

•

Your Spouse or Domestic Partner; or

•

Your children; or

•

Your parent(s); or

•

Your sibling(s).

        If you fail to name a beneficiary, instead of making payment to any of the above, MetLife may pay your estate. Any payment made by MetLife in good faith will discharge the Plan's and MetLife's liability to the extent of such payment.

        You may change your beneficiary whenever you choose by completing a beneficiary change form. Beneficiary changes are not effective until the date they are received by the Dow Benefits Center, and are subject to approval by MetLife. You will receive written notification of your beneficiary change.

        All beneficiary designations must conform to MetLife's administrative requirements. Your beneficiary designation may be returned to you for you to make changes to it if it does not conform to MetLife's requirements. Beneficiary designations are not effective until MetLife has determined that they conform to MetLife's requirements.

Benefit Payments

        Payment Options.    In the event of your death, your beneficiary should contact the HR Service Center. The beneficiary on record must complete and sign a claim form to receive benefits, and a certified death certificate must be provided to MetLife to disburse the life insurance proceeds. To file a Claim for a Plan Benefit, see Claims Procedures Appendix of this SPD.

Funding

        Dow pays the entire premium for the Company-Paid Life Insurance Plan. MetLife pays the benefits under an insurance policy. MetLife may combine the experience for the policy with other policies held by Dow. This means that the costs of these coverages may be determined on a combined basis, and the costs accumulated from year to year. Favorable experience under one or more coverages in a particular year may offset unfavorable experience on other coverages in the same year or offset unfavorable experience of coverages in prior years. Policy dividends declared by MetLife for the Company-Paid Life Insurance Plan are used to reduce Dow's cost for the coverage in the same and prior years.

Accelerated Benefit Option (ABO)

        Under the Accelerated Benefit Option, if you have been diagnosed as having a terminal illness, you may receive a portion of your Company-Paid Life Insurance and Employee-Paid Life Insurance benefits before death. Having access to life proceeds at this important time could help ease financial and emotional burdens. In order to use ABO, you must be covered for at least $10,000 from your Company-Paid Life Insurance and/or Employee-Paid Life Insurance. You may receive an accelerated benefit of up to 50 percent (minimum $5000 and maximum $250,000) of your Company-Paid Life Insurance and/or Employee-Paid Life Insurance if, as a result of an injury or sickness you are diagnosed as terminally ill, with six months or less to live, and from which there is no reasonable prospect of recovery. A claim form can be obtained from the Dow Benefits Center and must be completed and returned for evaluation and approval by MetLife.

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Your Rights

        You have certain rights under the Plan and are entitled to certain information by law. Be sure to review the Filing a Claim section, Appealing a Denial of Claims section, Fraud Against the Plan section, Grievance Procedure section, Your Legal Rights section, ERISA Enforcement section, Welfare Benefits section, The Company's Right to Amend, Modify, and Terminate the Plans section, Disposition of Plan Assets if the Plan is Terminated section, For More Information section, Important Note section, and ERISA Information section at the end of this SPD.

Chapter Two
Employee-Paid Life Insurance

Plan Description

        Under the Employee-Paid Life Insurance Plan, you may select the amount of your coverage in multiples of one-half times (1/2X) your base annual salary up to two and a half times (2¹/2 X) or six times (6X) your base annual pay, depending on whether you are an Hourly Employee or you are a Salaried Employee. If you are an Hourly Employee, the amount will depend on the applicable collective bargaining agreement. The Employee-Paid Life Insurance Plan is a group term life insurance plan. The benefits are insured by a group term life insurance policy underwritten by Metropolitan Life Insurance Company (MetLife). MetLife pays the benefits under the Plan. In addition, MetLife is the named fiduciary for making decisions as to whether a Claim for Benefits is payable.

        As of January 1, 2005, the following plans have been merged into the Employee-Paid Life Insurance Plan: Hampshire Chemical Corporation Hourly Optional Group Life Insurance Program's Employee-Paid Life Insurance Plan; ANGUS Chemical Company Hourly Optional Group Life Insurance Program's Employee-Paid Life Insurance Plan. Such plans no longer exist as separate plans, but are now a part of the Employee-Paid Life Insurance Plan.

        The Employee-Paid Life Insurance Plan is referred to in Chapter Two as the "Plan".

Eligibility

Salaried Employees

        Salaried Employees of a Participating Employer with regular, active, Full-Time or Less-Than-Full-Time status are eligible.

Hourly Employees

        Eligibility of Hourly Employees depends on whether the applicable collective bargaining unit and the Participating Employer have agreed to this Plan. With respect to a collective bargaining agreement that specifically addresses which Employees are eligible or not eligible for this Plan, the terms of such collective bargaining agreement shall govern. If the terms of the collective bargaining agreement specify that Hourly Employees shall be provided this Plan, but does not specifically address the category of Employees that are eligible or not eligible, then the Plan will provide eligibility to regular, active Employees with Full Time status who are members of the collective bargaining group.

Employees on a Leave of Absence

        Employees who are on a family or medical leave of absence approved by a Participating Employer, which leave of absence provides for eligibility for coverage under the Plan are eligible for coverage as specified by the terms and conditions of the leave of absence.    We no longer have educational or ambassador leaves as of 1/1/04; and the Sabbatical Leave no longer offers life insurance, just six months of medical and dental.

        If you are on a "Benefit Protected Leave of Absence", you are also eligible for coverage. A "Benefit Protected Leave of Absence" is a leave of absence, designated as a "Benefit Protected Leave of Absence", for an Employee or group of Employees that is approved in writing by the Vice President of Human Resources during which an Employee who is not actively working for Dow may continue coverage under the Plan. Benefit Protected Leaves of Absences automatically expire after three (3) months, or upon the Employee's return to Active Work with Dow, whichever occurs first. The Vice President of Human Resources may renew a Benefit Protected Leave of Absence. Such renewal must be in writing. You may also be eligible if you are approved by the Participating Employer for certain other leaves of absences. Check the Plan Document for more information.

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Disabled Employees

        If you are being paid a benefit from The Dow Chemical Company Long Term Disability Income Protection Plan ("LTD") or the Dow AgroSciences Long Term Disability Insurance Plan you may be eligible under the Plan. See the Special Employee Paid Coverage for Certain Disabled Persons section of this SPD.

Plan Administrator Determines Eligibility

        The Plan Administrator determines eligibility. The Plan Administrator is a fiduciary to the Plan and has the full discretion to interpret the provisions of the Plan and to make findings of fact. Interpretations and eligibility determination by the Plan Administrator are final and binding on Participants.

        If you want to file a Claim for a Determination of Eligibility because you are not sure whether you are eligible to participate in the Plan, or have been told that you are not, see the Claims Procedures Appendix of this SPD.

Enrollment

        To obtain Employee-Paid Life Insurance coverage, phone enroll during annual enrollment or complete an enrollment form, available from the HR Service Center or the Dow Intranet. You may enroll:

•

On or before your employment date, with coverage to begin on your first day of work if you provide a copy of your birth certificate or other proof of your age that the Plan Administrator deems appropriate. If you do not provide proof of your age that is satisfactory to the Plan Administrator within the time required by the Plan Administrator, you will not be covered.

•

Within 90 days after your first day of active employment with coverage to begin on your enrollment date if you provide a copy of your birth certificate or other proof of your age that the Plan Administrator deems appropriate. If you do not provide proof of your age that is satisfactory to the Plan Administrator within the time required by the Plan Administrator, you will not be covered.

•

Within 90 days of a Change-in-Status, provided you are Actively at Work. Coverage begins on the date your enrollment form is received by the Employee Data Resource Center, or you enroll by calling the HR Service Center, provided the Employee Data Resource Center receives proof of Change-in-Status and proof of age that is satisfactory to the Plan Administrator within the time required and you are Actively at Work. If you do not provide the requisite proofs that are satisfactory to the Plan Administrator within the time required by the Plan Administrator, you will not be covered.

•

During the Choices enrollment period, you will be allowed to increase your coverage by 1 increment (one-half times (1/2X) base annual salary) provided you are Actively at Work and you do not exceed the amount you are eligible to enroll in.

•

At any other time you are Actively at Work, by providing proof of insurability, your coverage begins on the date that MetLife accepts your proof of insurability. You must pay for a physical examination if one is required to prove insurability.

        Failure to provide the prerequisite proofs will result in cancellation of coverage, including retroactive cancellation, and may require you to reimburse the Plan for any benefits paid by the Plan. The Plan Administrator may request proof of your age at any time.

Change-in-Status

        A "change in status" is an event listed in one of the bullets below:

•

Events that change your legal marital status, including Marriage, Domestic Partnership, death of Spouse/Domestic Partner, divorce or annulment or similar event with respect to a Domestic Partnership.

•

Birth, adoption, placement for adoption or death of Dependent.

•

A termination or commencement of employment by you, your Spouse/Domestic Partner or Dependent.

•

A reduction or increase in hours of employment by the Employee, Spouse/Domestic Partner or Dependent.

•

Dependent satisfies or ceases to satisfy the requirements for unmarried Dependents.

•

A change in the place of residence or work for you, your Spouse/Domestic Partner or Dependent.

Employee Contribution

        Your contribution, made through post tax payroll deductions, is based on your annual base salary. In addition, your contribution is based on your age and whether you are a "non-tobacco-user". As your age and salary change, your deductions will be automatically adjusted. You are considered a "non tobacco-user" by the Plan if you have not used a tobacco product in the last 12 months. If you quit using tobacco, you are considered a "non-tobacco-user" as of the first day of the month after

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you complete 12 non-tobacco-using months. If you are a tobacco user, you are considered a tobacco user as of the first day you use tobacco. Administratively, you will not be adjusted to tobacco user deductions until the first of the month following the tobacco use. A false or out of date statement regarding tobacco use may result in benefits not being paid.

        Current rates are listed in your Choices enrollment brochure. These costs are reviewed and revised periodically.

        If you are on a leave of absence approved by the Participating Employer that provides eligibility under this Plan, the Plan Administrator has the full discretion to make special administrative arrangements as are necessary, such as deferring Employee contributions on a temporary basis during the leave of absence, and requiring the Employee to repay premiums when the Employee returns to work, or any other arrangements the Plan Administrator deems appropriate.

        If the last payroll period for a Plan Year occurs partly during a current Plan Year and partly during the next Plan Year, the Plan Administrator has the full and complete discretion to modify the Participant contributions in any way that the Plan Administrator deems administratively efficient, including modifying the Participant contributions for the last payroll period without the Participant's consent.

Amount of Coverage

Salaried Employees and Hourly Employees of Applicable Collective Bargaining Groups (Not Applicable to Hourly Employees Employed by Michigan Operations) (Also not applicable to Long Term Disability Participants)

        You may purchase coverage in increments equal to one-half times (1/2X) your annual base salary, rounded up to the next $1,000. The maximum coverage allowable is equal to six times (6X) your annual salary up to a $1.5 million limit(4). If you are a Union Carbide employee, your benefit will be determined using your annual pay at Union Carbide as of December 31, 2001, as determined under the provisions of the Union Carbide Basic Life Insurance Plan until your annual base salary calculated under the normal provisions of the Plan exceed such amount. At that time, the Plan will no longer retain the December 31, 2001, Union Carbide annual pay information and will look solely to the annual base salary calculated under the normal provisions of the Plan to determine the amount of your coverage.

Special Employee Paid Coverage for Certain Disabled Persons

You may be eligible for coverage if you are being paid benefits from The Dow Chemical Company Long Term Disability Income Protection Plan ("LTD") under the following circumstances:

If the date of your Full Disability is on or after January 1, 2006 the following applies to you:

If you have less than ten (10) years of service under DEPP or UCEPP, you are eligible for up to either 12 months or 24 months of Employee-Paid life insurance coverage beginning on the effective date of your approval for LTD status. Coverage ends prior to the expiration of the 12 month or 24 month period if you no longer qualify for LTD status. The 12 month period applies if you have less than one (1) year of service under DEPP or UCEPP. The 24 month period applies if you have more than one (1) year of service, but less than ten (10) years of service under DEPP or UCEPP. If you have ten (10) or more years of service under DEPP or UCEPP, you are eligible for coverage. Currently, eligibility for coverage ends if you are no longer eligible to receive payments from LTD.

The amount of coverage will depend on the amount of coverage you had on your last day on the payroll. If you had ¹/2X, then the coverage amount is ¹/2X. If you had 1X or more, then the amount is limited to 1X. You will be required to pay the same premiums active employees pay.

(4)

You are eligible for an additional 1x of coverage over and above the 6x or $1.5 million if (1) you are an Emloyee who was enrolled in The Dow Chemical Company Executive Split Dollar Life Insurance Plan on September 30, 2002, and you signed a waiver of all your rights under The Dow Chemical Company Executive Split Dollar Life Insurance Agreement between you and The Dow Chemical Company who elected to purchase the additional 1x coverage effective October 1, 2003, or (2) you are an Employee who was enrolled in the Union Carbide Corporation Executive Life Insurance Plan on October 31, 2002, and you were an active Employee on the date your Agreement and Collateral Assignment between you and Union Carbide Corporation were terminated and you elected to purchase the additional 1x coverage effective November 1, 2003. If you waive the additional 1x coverage, you are not eligible to enroll for such coverage in the future. Further, you are no loger eligible for any coverage under the Plan when you no longer have active Employee status.

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Increasing or Decreasing Coverage

        You may increase the amount of your coverage (but not above the maximum amount you are eligible for):

•

Within 90 days of a change in your personal status, such as Marriage, Domestic Partnership, a change in your Spouse's/Domestic Partner's employment, or the addition of a Dependent child, provided you are Actively at Work and provided the HR Service Center receives proof of change in status that is satisfactory to the Plan Administrator.



•

At any time you are Actively at Work, by providing proof of insurability to MetLife. You must pay for a physical examination, if one is required to prove insurability.



•

During Choices enrollment you may increase one increment (1/2X) without providing proof of insurability, provided you are Actively at Work.

        You may decrease the amount of your coverage any time by completing an enrollment form, available from the HR Service Center or the Dow Intranet.

Effective Dates of Coverage

        Beginning.    Your coverage generally begins on your date of enrollment and when you meet the enrollment requirements outlined in this booklet. If you are not Actively at Work, any increase to your life insurance will not be effective until you return to work.

        Ending.    Your Employee-Paid Life Insurance coverage ends on the earlier of:

The date the Group Policy ends;
The date you no longer meet the eligibility requirements of the Plan;
The end of the period for which your last premium has been paid; or
The date your employment ends.

Converting to an Individual Policy

        If your Employee-Paid Life Insurance coverage is reduced due to retirement, the amount of coverage you lost may be converted to an individual non-term policy through MetLife. The maximum amount of insurance that may be elected for the new policy is the amount of Employee-Paid Life Insurance you lost under the Company-Paid Life Insurance Plan.

        If your Employee-Paid Life Insurance coverage ends because your employment ends, your coverage may be converted to an individual non-term policy through MetLife. The maximum amount of insurance that may be elected for the new policy is the amount of Employee-Paid Life Insurance in effect for you under the Employee-Paid Life Insurance Plan on the date your employment ends.

        If your Employee-Paid Life Insurance coverage ends because Dow has cancelled the Employee-Paid Life Insurance coverage under the MetLife group life insurance policy, or Dow has amended the Employee-Paid Life Insurance Plan to exclude coverage for your work group, you may convert your Employee-Paid Life Insurance coverage to an individual non-term MetLife policy; provided you have been covered under the Employee-Paid Life Insurance Plan for at least 5 years immediately prior to losing coverage under the Employee-Paid Life Insurance Plan. The amount you may convert is limited to the lesser of:

•

the amount of Employee-Paid Life Insurance for you that ends under the Group Policy less the amount of life insurance for which you become eligible under any group policy within 31 days after the date insurance ends under the Group Policy; or

•

$2,000.

        You must file a conversion application with MetLife and make the required premium payment to MetLife within 31 days of the date your Dow coverage is lost or reduces. Contact the Dow HR Service Center to obtain a form for converting your coverage. Once you have obtained the form, contact the MetLife Conversion Group at 1-800-MET-LIFE or 1-800-638-5433 to file your form, or to obtain further information.

        The cost of this individual coverage will probably be significantly higher than your group plan. Although not required, providing proof of insurability may help reduce your cost.

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Naming Your Beneficiary

Naming Your Beneficiary:    You may elect a beneficiary by completing and returning an Employee-Paid Life Beneficiary Designation form. Your beneficiary election is not effective until the completed form is received by the Dow Benefits Center, and is subject to the approval of MetLife. You will receive written notification of your beneficiary change. You may obtain a beneficiary form from the Dow Intranet or the HR Service Center. If you do not designate a beneficiary, then the default beneficiary will be the same as the beneficiary on your Company-Paid Life Insurance. If you are not eligible for Company-Paid Life Insurance, and you are enrolled in Post-65 Executive Life, then the default beneficiary is the same as your beneficiary for Post-65 Executive Life.

        All beneficiary designations must conform to MetLife's administrative requirements. Your beneficiary designation may be returned to you for you to make changes to it if it does not conform to MetLife's requirements. Beneficiary designations are not effective until MetLife has determined that they conform to MetLife's requirements. Once MetLife has determined that the designation conforms with their requirements, the effective date of the designation is the date you signed the designation that conforms with their requirements.

        If there is no beneficiary designation for the Employee-Paid Life, Company-Paid Life or Post-65 Executive Life, MetLife may determine the Beneficiary to be one or more of the following who survive you:

•

Your Spouse/Domestic Partner; or

•

Your children; or

•

Your parent(s); or

•

Your sibling(s).

If you fail to name a beneficiary, instead of making payment to any of the above, MetLife may pay your estate. Any payment made by MetLife in good faith will discharge the Plan's liability to the extent of such payment.

Benefit Payments

Payment Options.    In the event of your death, your beneficiary should contact the HR Service Center. A certified death certificate must be provided to MetLife to disburse the life insurance proceeds. To file a Claim for a Plan Benefit, see Claims Procedures Appendix of this SPD.

Funding

        Employees pay the entire premium for coverage. The benefits under the Employee-Paid Life Insurance Plan and the Dependent Life Insurance Plan are not combined for experience with the other insurance coverages. Favorable experience under the Employee-Paid Life Insurance Plan and the Dependent Life Insurance Plan in a particular year may offset unfavorable experience in prior years. It is not anticipated that there will be any dividends declared for the Employee-Paid Life Insurance Plan and the Dependent Life Insurance Plan based on the manner in which the insurer has determined the premium rates.

Joint Insurance Arrangement

        Dorinco Reinsurance Company (Dorinco) and MetLife have entered into an arrangement that is allowed by the U.S. Department of Labor pursuant to Prohibited Transaction Exemption 96-62 and 29 CFR Part 2570, subpart B. [DOL Final Authorization Number 2001-17E (May 14, 2001)]. Under this arrangement, MetLife has or will write the coverage for the Plan and Dorinco will assume a percentage of the risk. Under the insurance arrangement between MetLife and Dorinco, MetLife and Dorinco will each be liable to pay the agreed upon percentage of each death benefit claim in respect of a Plan Participant. When a claim for benefits is approved, Dorinco will transfer its percentage of each death benefit claim to MetLife. MetLife will then pay the full amount of the claim. If MetLife is financially unable to pay the portion of the claim, Dorinco will be obligated to pay the full amount of the claim directly. Similarly, if Dorinco is financially unable to pay its designated percentage of a particular claim, MetLife will be obligated to pay the entire amount of the claim. Neither MetLife nor Dorinco will charge the Plan any administrative fees, commissions or other consideration as a result of the participation of Dorinco.

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Accelerated Benefit Option (ABO)

        Under the Accelerated Benefit Option, if you have been diagnosed as having a terminal illness, you may receive a portion of your Company-Paid Life Insurance and Employee-Paid Life Insurance benefits before death. Having access to life proceeds at this important time could help ease financial and emotional burdens. In order to use ABO, you must be covered for at least $10,000 from your Company-Paid Life Insurance and/or Employee-Paid Life Insurance. You may receive an accelerated benefit of up to 50 percent (minimum $5000 and maximum $250,000) of your Company-Paid Life Insurance and/or Employee-Paid Life Insurance if, as a result of an injury or sickness you are diagnosed as terminally ill, with six months or less to live, and from which there is no reasonable prospect of recovery. A claim form can be obtained from the Dow Benefits Center and must be completed and returned for evaluation and approval by MetLife.

Your Rights

        You have certain rights under the Plan and are entitled to certain information by law. Be sure to review the Filing a Claim section, Appealing a Denial of Claims section, Fraud Against the Plan section, Grievance Procedure section, Your Legal Rights section, ERISA Enforcement section, Welfare Benefits section, The Company's Right to Amend, Modify, and Terminate the Plans section, Disposition of Plan Assets if the Plan is Terminated section, For More Information section, Important Note section, and ERISA Information section at the end of this SPD.

Chapter Three
Dependent Life Insurance

Plan Description

        The Dependent Life Insurance Plan provides coverage for your eligible family members at group rates. The benefits are insured by a group term life insurance policy underwritten by Metropolitan Life Insurance Company (MetLife). MetLife pays the benefits under the Plan. In addition, MetLife is the named fiduciary for making decisions as to whether a Claim for Benefits is payable.

        As of January 1, 2005, the following plans have been merged into the Dependent Life Insurance Plan: Hampshire Chemical Corporation Hourly Optional Group Life Insurance Program's Dependent Life Insurance Plan; ANGUS Chemical Company Hourly Optional Group Life Insurance Program's Dependent Life Insurance Plan. Such plans no longer exist as separate plans, but are now a part of the Dependent Life Insurance Plan.

        The Dependent Life Insurance Plan is referred to in Chapter Three as the "Plan".

Eligibility

Salaried Employees:

        Salaried Employees of a Participating Employer with regular, active, Full-Time or Less-Than-Full-Time status are eligible.

Bargained-for Employees:

        Eligibility of Bargained-for Employees depends on whether the applicable collective bargaining unit and the Participating Employer have agreed to this Plan. With respect to a collective bargaining agreement that specifically addresses which Employees are eligible or not eligible for this Plan, the terms of such collective bargaining agreement shall govern. If the terms of the collective bargaining agreement specify that Bargained for Employees shall be provided this Plan, but does not specifically address the category of Employees that are eligible or not eligible, then the Plan will provide eligibility to regular active Employees with Full Time status who are members of the collective bargaining group.

Employees on a Leave of Absence:

        Eligible Employees on a family or medical leave of absence approved by Dow or a Participating Employer are also eligible to insure eligible Dependents under this Plan. If both you and your Spouse/Domestic Partner are eligible Employees, each may insure the other, but only one of you may insure your Dependent children.

        If you are on a "Benefit Protected Leave of Absence", you are also eligible to insure your eligible Dependent. A "Benefit Protected Leave of Absence" is a leave of absence, designated as such, for an Employee or group of Employees that is approved in writing by the Vice President of Human Resources during which an Employee who is not actively working for Dow may continue coverage under the Plan. Benefit Protected Leaves of Absences automatically expire after three (3) months, or upon the Employee's return to Active Work with Dow, whichever occurs first. The Vice President of Human Resources may renew a Benefit Protected Leave of Absence. Such renewal must be in writing.

159

        You may also be eligible to insure an eligible Dependent if you are approved by the Participating Employer for certain other leaves of absences. Check the Plan Document for more information.

Plan Administrator Determines Eligibility

        The Plan Administrator determines eligibility. The Plan Administrator is a fiduciary to the Plan and has the full discretion to interpret the provisions of the Plan and to make findings of fact. Interpretations and eligibility determination by the Plan Administrator are final and binding on Participants. If you want to file a Claim for a Determination of Eligibility because you are not sure whether you are eligible to participate in the Plan, or have been told that you are not, see the Claims Procedures Appendix of this SPD.

        Run-out claims under ERISA Plan #505 (which was terminated effective 12-31-99) for covered claims that were incurred but not yet paid under that plan, will be paid from this Plan.

Dependent Eligibility

You may insure your Spouse/Domestic Partner. In addition, you may insure your Dependent child(ren). To be eligible for coverage, a Dependent child (age 15 days through 18 years) must be principally supported by you and may be:

•

A natural or legally-adopted child; or

•

A stepchild/Domestic Partner child permanently residing in your household; or

•

A child for whom you or your Spouse/Domestic Partner is the legal guardian, supported solely by you and permanently residing in your household; or

A Dependent child may continue to be eligible for coverage past age 18 if the child continues to meet all of the requirements and in addition, is incapable of self-sustaining employment because of a mental or physical handicap as defined by applicable law. Proof of such handicap must be sent to MetLife within 31 days after the date the child attains the age limit and at reasonable intervals after such date.

A Dependent child may also continue to be eligible for coverage past age 18 if the child continues meets all of the requirements and in addition, is a full time student. Coverage ends for full time students at age 25.

        Generally, your child is not eligible if he or she is:

•

Already covered as a dependent of another Dow employee. All covered children in a family must be enrolled by the same parent.

•

Married or ever has been married.

•

Employed full-time.

•

Age 25 years or older, unless the dependent relationship continues because of a physical or mental handicap. Contact the HR Service Center if this applies to you.

        A Dependent Spouse, Domestic Partner or child is also not eligible if he or she resides outside the United States and Canada or is in the military.

Enrollment

        To enroll for Dependent Life Insurance coverage, enroll through the annual Choices enrollment period or complete an enrollment form, available from the Intranet or the HR Service Center as described below. You may enroll:

•

On or before your date of hire, with coverage to begin on your first day of work if you complete the enrollment form and submitted proof of Dependent eligibility and proof of age. Failure to provide the required proofs satisfactory to the Plan Administrator within the time required will result in no coverage.

•

Within 90 days after your first day of active employment, with coverage to begin on your submission of the completed enrollment form and proof of Dependent eligibility and proof of age. Failure to provide the required proofs satisfactory to the Plan Administrator within the time required will result in no coverage.

160

•

Within 90 days of a Change-in-Status, provided you are Actively at Work. Coverage begins on the date that the Employee Data Resource Center receives your enrollment form or you enroll by calling the HR Service Center. Failure to provide the required proofs satisfactory to the Plan Administrator within the time required will result in no coverage.

•

During the Choices Enrollment period, provided you are Actively at Work. You will be allowed to increase your Dependent Spouse/Domestic Partner coverage by one increment. There is no incremental limit on increased coverage for Dependent child(ren) during Choices Enrollment.

•

At any other time you are Actively at Work, by providing proof of insurability. Your coverage begins on the date that MetLife accepts your proof of insurability. You must pay for a physical examination, if one is required to prove insurability.

        The Plan Administrator may request proof of Dependent eligibility and proof of age at any time. Proof may consist of a birth certificate, passport, adoption papers, marriage license, statement of Domestic Partnership or any other proof that the Plan Administrator deems appropriate. Failure to provide proof of Dependent eligibility and proof of age within the time period required will result in no Dependent coverage.

        If you enrolled for coverage for your Dependent(s) and fail to provide proof of Dependent eligibility or proof of age satisfactory to the Plan Administrator within the time period required, and the Plan determines that your Dependent(s) is or are not covered, the Plan reserves the right not to refund the premiums you paid, and to cancel coverage of your Dependent(s) retroactive to the date you enrolled your Dependent(s).

Change-in-Status

        A "change in status" is an event listed in one of the bullets below:

•

Events that change your legal marital status, including Marriage, Domestic Partnership, death of Spouse/Domestic Partner, divorce or annulment or similar event with respect to a Domestic Partnership.

•

Birth, adoption, placement for adoption or death of Dependent.

•

A termination or commencement of employment by you, your Spouse/Domestic Partner or Dependent.

•

A reduction or increase in hours of employment by the Employee, Spouse/Domestic Partner or Dependent.

•

Dependent satisfies or ceases to satisfy the requirements for unmarried Dependents.

•

A change in the place of residence or work for you, your Spouse/Domestic Partner or Dependent.

Amount of Coverage

Salaried Employees and Collective Bargaining Groups that Agreed to this Plan (Not Applicable to Hourly Employees Employed by Michigan Operations)

        You may select coverage for your Spouse/Domestic Partner and Dependent children based on the following options.

•

Spouse/Domestic Partner insurance coverage ranges from a minimum of $10,000 to a maximum of $100,000 in increments of $10,000. The monthly cost is based on your Spouse's/Domestic Partner's age, the amount of insurance and whether your Spouse/Domestic Partner is a "non-tobacco user".

•

For eligible Dependent child(ren) there are three levels of coverage: $2,000, $5,000 or $10,000.

Increasing or Decreasing Coverage

        You may increase the amount of coverage (but not above the maximum amount you are eligible for):

•

At any time you are Actively at Work, by providing proof of insurability to MetLife. You must pay for a physical examination, if one is required.

•

Within 90 days of a change in your personal status, such as Marriage, Domestic Partnership, divorce, Termination of Domestic Partnership or the addition of a Dependent child, provided you are Actively at Work and provided the Employee Data Resource Center receives proof of the change in status that is satisfactory to the Plan Administrator.

•

During Choices enrollment, if you are Actively at Work, you may increase your Spouse's/Domestic Partner's coverage one increment without showing proof of insurability.

        You may decrease the amount of your coverage at any time by completing an enrollment card, available from the Dow Intranet or the HR Service Center.

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Effective Dates of Coverage

        Beginning.    Your coverage generally begins on your date of enrollment and when you meet the enrollment requirements outlined in this booklet.

Ending

Your Dependent Life Insurance coverage ends on the earlier of:

        The date the Group Policy ends;

        The date you or your Dependent no longer meet the eligibility requirements of the Plan;

        The end of the period for which your last premium has been paid;

        The date your employment ends.

Converting to an Individual Policy

        If your Spouse of Record/Domestic Partner of Record or Dependent child's life insurance coverage is reduced due to retirement, the amount of coverage your Spouse of Record/Domestic Partner of Record or Dependent child lost may be converted to an individual non-term policy through MetLife. The maximum amount of insurance that may be elected for the new policy is the amount of Spouse of Record/Domestic Partner of Record or Dependent child life insurance you lost under the Dependent Life Insurance Plan.

        If your Spouse of Record/Domestic Partner of Record or Dependent child loses coverage under the Dependent Life Insurance Plan because of your death or because he or she no longer meets eligibility requirements, their coverage may be converted to an individual non-term policy through MetLife. (In the case of minor children, the parent or legal guardian may act on their behalf.) The maximum amount of insurance that may be elected for the new policy is the amount of Dependent Life Insurance that ends under the Dependent Life Insurance provisions of the MetLife group policy.

        If your Spouse of Record/Domestic Partner of Record or Dependent child loses coverage under the Dependent Life Insurance Plan because Dow has cancelled the dependent life coverage under the group policy with MetLife, or Dow has amended the eligibility requirements of the Plan to exclude you or your dependents from eligibility under the Plan, you may convert coverage to an individual non-term MetLife policy for your Dependent; provided you have been enrolled in coverage for your Dependent under the Dependent Life Insurance Plan for at least 5 years immediately prior to the date the MetLife group coverage for our Dependent ended. The amount that may be converted is limited to the lesser of:

•

the amount of Life Insurance for the Dependent that ends under the MetLife group policy less the amount of life insurance for Dependents for which you become eligible under any group policy within 31 days after the date insurance ends under the Dependent Life Insurance provisions of the MetLife group policy; or

•

$2,000.

        A conversion application must be filed and the required premium payment made to MetLife within 31 days of the date coverage is lost or reduced. You or your Dependent must contact the Dow HR Service Center to obtain a form for converting the coverage. Once the form has been obtained, you or your Dependent should contact the MetLife Conversion Group at 1-800-MET-LIFE or 1-800-638-5433.

        The cost of this individual coverage will probably be significantly higher than the group plan. Although not required, providing proof of insurability may help reduce the cost.

Employee Contribution

        The Employee pays for Dependent Life Insurance coverage. Your contribution, made through post tax payroll deductions, is based on the coverage option that you choose. For coverage on your Spouse's/Domestic Partner's life, your contribution will also depend on whether your Spouse/Domestic Partner is a "non-tobacco-user". Your Spouse/Domestic Partner is considered a "non-tobacco-user" by the Plan if your Spouse/Domestic Partner has not used a tobacco product in the last 12 months. If your Spouse/Domestic Partner quits using tobacco, your Spouse/Domestic Partner is considered a "non-tobacco-user" as of the first day of the month after your Spouse/Domestic Partner completes 12 non-tobacco-using months. If your Spouse/Domestic Partner is a "non-tobacco-user", your Spouse/Domestic Partner is considered a tobacco-user as of the first day your Spouse/Domestic Partner uses tobacco. A false or out-of-date statement regarding tobacco use may result in benefits not being paid. For your portion of the monthly costs, refer to the Choices enrollment materials provided during annual enrollment.

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        If you are on a Benefit Protected Leave of Absence, the Plan Administrator has the full discretion to make special administrative arrangements as are necessary, such as deferring Employee contributions on a temporary basis during the leave of absence, and requiring the Employee to repay premiums when the Employee returns to work, or any other arrangements the Plan Administrator deems appropriate.

Benefit Payment

Beneficiary Designation.

        You are the beneficiary of your Dependent Life Insurance Plan.

        The benefits will be paid to you if you survive the Dependent. If you do not survive your Dependent, MetLife may pay one or more the following who survive you:

•

Your Spouse or Domestic Partner; or

•

Your children; or

•

Your parent(s); or

•

Your sibling(s).

If you do not surviving your Dependent, instead of making payment to any of the above, MetLife may pay your estate. Any payment made by MetLife in good faith will discharge the Plan's liability to the extent of such payment.

        Payment.    You should contact the HR Service Center to report a Dependent's death. A certified death certificate must be provided to MetLife to disburse the life insurance proceeds. To file a claim, see Claims Procedures Appendix of this SPD.

Funding

        Employees pay the entire premium for coverage. The benefits under the Employee-Paid Life Insurance Plan and the Dependent Life Insurance Plan are not combined for experience with the other insurance coverages. Favorable experience under this insurance coverage in a particular year may offset unfavorable experience in prior years. It is not anticipated that there will be any dividends declared for the Employee-Paid Life Insurance Plan and the Dependent Life Insurance Plan based on the manner in which the insurer has determined the premium rates.

Joint Insurance Arrangement

        Dorinco Reinsurance Company (Dorinco) and MetLife have entered into an arrangement that is allowed by the U.S. Department of Labor pursuant to Prohibited Transaction Exemption 96-62 and 29 CFR Part 2570, subpart B. [DOL Final Authorization Number 2001-17E (May 14, 2001)]. Under this arrangement, MetLife has or will write the coverage for the Plan and Dorinco will assume a percentage of the risk. Under the insurance arrangement between MetLife and Dorinco, MetLife and Dorinco will each be liable to pay the agreed upon percentage of each death benefit claim in respect of a Plan Participant. When a claim for benefits is approved, Dorinco will transfer its percentage of each death benefit claim to MetLife. MetLife will then pay the full amount of the claim. If MetLife is financially unable to pay the portion of the claim, Dorinco will be obligated to pay the full amount of the claim directly. Similarly, if Dorinco is financially unable to pay its designated percentage of a particular claim, MetLife will be obligated to pay the entire amount of the claim. Neither MetLife nor Dorinco will charge the Plan any administrative fees, commissions or other consideration as a result of the participation of Dorinco. This joint insurance arrangement is not applicable to coverage for Hourly Employees employed by Michigan Operations, or their Dependents.

Accelerated Benefit Option (ABO) for Spouses/Domestic Partners Only

        Under the Accelerated Benefit Option, if your Spouse/Domestic Partner is covered under Dependent Life Insurance and has been diagnosed as having a terminal illness, you may receive a portion of his or her Dependent Life Insurance before death. Having access to life proceeds at this important time could help ease financial and emotional burdens. In order to use ABO, your Spouse/Domestic Partner must be covered for at least $10,000 from Dependent Life Insurance. You may receive an accelerated benefit of up to 50 percent (minimum $5000 and maximum $50,000) of Dependent Life if, as a result of an injury or sickness he or she is diagnosed as terminally ill, with six months or less to live, and from which there is no reasonable prospect of recovery. A claim form can be obtained from the Dow Benefits Center and must be completed and returned for evaluation and approval by MetLife.

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Your Rights

        You have certain rights under the Plan and are entitled to certain information by law. Be sure to review the Filing a Claim section, Appealing a Denial of Claims section, Fraud Against the Plan section, Grievance Procedure section, Your Legal Rights section, ERISA Enforcement section, Welfare Benefits section, The Company's Right to Amend, Modify, and Terminate the Plans section, Disposition of Plan Assets if the Plan is Terminated section, For More Information section, Important Note section, and ERISA Information section at the end of this SPD.

Filing a Claim

        See the Claims Procedures Appendix of this SPD.

Appealing a Denial of Claim

        See the Claims Procedures Appendix of this SPD.

Fraud Against the Plan

        Any Plan Participant who intentionally misrepresents information to the Plan or knowingly misinforms, deceives or misleads the Plan or knowingly withholds relevant information may have his/her coverage cancelled retroactively to the date deemed appropriate by the Plan Administrator. Further, such Plan Participant may be required to reimburse the Plan for Claims paid by the Plan. The employer may determine that termination of employment is appropriate and the employer and/or the Plan may choose to pursue civil and/or criminal action. The Plan Administrator may determine that the Participant is no longer eligible for coverage under the Plan because of his or her actions.

Grievance Procedure

        If you want to appeal the denial of a claim for benefits, see the Claims Procedures Appendix of this SPD.

        If you feel that anyone is discriminating against you for exercising your rights under these Plans, or if you feel that someone has interfered with the attainment of any right to which you feel you are entitled under these Plans, or if you feel that the Plan Administrator has denied you any right you feel that you have under these Plans, you must notify the Plan Administrator (listed in the "ERISA Information" section of this SPD) in writing within 90 days of the date of the alleged wrongdoing. The Plan Administrator will investigate the allegation and respond to you in writing within 120 days. If the Plan Administrator determines that your allegation has merit, the Plan Administrator will either correct the wrong (if it was the Plan which did the wrong), or will make a recommendation to the Participating Employer if any of them have been alleged to be responsible for the wrongdoing. If the Plan Administrator determines that your allegation is without merit, you may appeal the Plan Administrator's decision. You must submit written notice of your appeal to the Plan Administrator within 60 days of receipt of the Plan Administrator's decision. Your appeal will be reviewed and you will receive a written response within 60 days, unless special circumstances require an extension of time. The Plan Administrator will give you written notice and reason for the extension. In no event should the decision take longer than 120 days after receipt of your appeal. If you are not satisfied with the Plan Administrator's response to your appeal, you may file suit in court. If you file a lawsuit, you must do so within 120 days from the date of the Plan Administrator's written response to your appeal. Failure to file a lawsuit within the 120 day period will result in your waiver of your right to file a lawsuit

Your Legal Rights

        When you are a participant in the Company-Paid, Employee-Paid or Dependent Life Insurance Plans, you are entitled to certain rights and protections under the Employee Retirement Security Act of 1974 (ERISA). This law requires that all Plan participants must be able to:

•

Examine, without charge, at the Plan Administrator's office and at other specified locations, the Plan Documents and the latest annual reports filed with the U.S. Department of Labor and available at the Public Disclosure Room of the Pension and Welfare Benefit Administration.

•

Obtain, upon written request to the Plan Administrator, copies of the Plan Documents and Summary Plan Descriptions. The Administrator may charge a reasonable fee for the copies.

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•

Receive a summary of each Plan's annual financial report. The Plan Administrator is required by law to furnish each Participant with a copy of this summary annual report.

        In addition to creating rights for you and all other Plan Participants, ERISA imposes duties on the people who are responsible for operating an employee benefit plan. The people who operate the Plans, called "fiduciaries" of the Plans, have a duty to act prudently and in the interest of you and other Plan Participants and beneficiaries.

        No one, including your employer or any other person, may discharge you or otherwise discriminate against you in any way to prevent you from obtaining a Plan benefit, or from exercising your rights under ERISA. If you have a claim for benefits that is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

        Under ERISA, there are steps you can take to enforce the legal rights described above. For instance, if you request materials from one of the Plans and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you must file a written appeal within the time period specified in the Plan's Claims Procedures. Failure to comply with the Plan's claims procedures may significantly jeopardize your rights to benefits. If you are not satisfied with the final appellate decision, you may file suit in Federal court. If you file a lawsuit, you must do so within 120 days from the date of the Claims Administrator's or the Plan Administrator's final written decision (or the deadline the Claims Administrator or Plan Administrator had to notify you of a decision). Failure to file a lawsuit within the 120 day period will result in your waiver of your right to file a lawsuit. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

        If it should happen that plan fiduciaries misuse one of the Plan's money, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. If you file a lawsuit, you must do so within 120 days from the date of the alleged misuse. Failure to file a lawsuit within the 120 day period will result in your waiver of your right to file a lawsuit.

        If you feel that anyone is discriminating against you for exercising your rights under this benefit plan, or if you feel that someone has interfered with the attainment of any right to which you feel you are entitled under any of the Plans, you must notify the Plan Administrator listed in the "ERISA Information" section of this SPD in writing within 120 days of the date of the alleged wrongdoing. The Plan Administrator will investigate the allegation and respond to you in writing within 120 days. If the Plan Administrator determines that your allegation has merit, the Plan Administrator will either correct the wrong, if it was the Plan which did the wrong, or will make a recommendation to the Plan Sponsor or Participating Employer if any of them have been alleged to be responsible for the wrongdoing. If the Plan Administrator determines that your allegation is without merit, you may appeal the Plan Administrator's decision. You must submit written notice of your appeal to the Plan Administrator within 60 days of receipt of the Plan Administrator's decision. Your appeal will be reviewed and you will receive a written response within 60 days. If you are not satisfied with the Plan Administrator's response to your appeal, you may file suit in Federal court. If you file a lawsuit, you must do so within 120 days from the date of the Plan Administrator's written response to your appeal. Failure to file a lawsuit within the 120 day period will result in your waiver of your right to file a lawsuit.

        If you have any questions about the Program, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, you should contact the nearest Office of the Pension and Welfare Benefits Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Pension and Welfare Benefits Administration.

Welfare Benefits

        Welfare benefits, such as the Company-Paid Life Insurance Plan, Employee-Paid Life Insurance Plan and Dependent Life Insurance Plan, are not required to be guaranteed by a government agency.

Company's Right to Amend, Modify, and Terminate the Plans

        The Company reserves the right to amend, modify or terminate the Company-Paid Life Insurance Plan, Employee-Paid Life Insurance Plan and Dependent Life Insurance Plan at any time at its sole discretion. Amendments, modifications, or

165

termination of any of the Plans that have a financial impact of U.S. $10 million or more to The Dow Chemical Company (Company) in any single year require the approval of the Board of Directors of the Company or any committee of the Company that the Board may authorize to act on its behalf. Amendments, modifications, or termination of any of the Plans that have a financial impact of less than U.S. $10 million to the Company in any single year must be signed by the President or a Vice President of the Company and reviewed by the applicable Plan Administrator and an attorney in the Company's Legal Department. Certain modifications or amendments of the Plans which the Company deems necessary or appropriate to conform the Plans to, or satisfy the conditions of, any law, governmental regulation or ruling, and to permit the Plans to meet the requirements of the Internal Revenue Code may be made retroactively if necessary. Other amendments or modifications may also be made retroactively effective.

Disposition of Plan Assets if the Plans are Terminated

        The Company may terminate any of the Plans at any time at its sole discretion. If the Company terminates a Plan, the assets of the Plan, if any, shall not be used by the Company, but may be used in any of the following ways:

1)

to provide benefits for Participants in accordance with the Plan, and/or

2)

to pay third parties to provide such benefits, and/or

3)

to pay expenses of the Plan and/or the Trust holding the Plan's assets, and/or

4)

To provide cash for Participants, as long as the cash is not provided disproportionately to officers, shareholders, or Highly Compensated Employees.

Class Action Lawsuits

        Legal actions against the Plan must be filed in federal court. Class action lawsuits must be filed either 1) in the jurisdiction in which the Plan is administered (Michigan) or 2) the jurisdiction where the largest number of putative members of the class action reside. This provision does not waive the requirement to exhaust administrative remedies before the filing of a lawsuit.

For More Information

        If you have questions, phone the HR Service Center at (989) 638-8757 or 877-623-8079. They can provide more details about this benefit Plan.

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Important Note

        This booklet is the summary plan description (SPD) for The Dow Chemical Company Group Life Insurance Program's Company-Paid Life Insurance Plan, Employee-Paid Life Insurance Plan and Dependent Life Insurance Plan. However, it is not all-inclusive and it is not intended to take the place of each Plan's legal documents. In case of conflict between this SPD and the applicable Plan Document, the applicable Plan Document will govern.

        The Plan Administrator and the Claims Administrator are Plan fiduciaries. The Plan Administrator has the full and complete discretion to interpret and construe all of the provisions of the Plans for all purposes except to make Claims for Plan Benefits determinations, which discretion is reserved for the Claims Administrator. The Plan Administrator's interpretations shall be final, conclusive and binding. The Plan Administrator also has the full and complete discretion to make findings of fact for all purposes except to make Claim for Plan Benefits determinations, which discretion is reserved for the Claims Administrator. The Plan Administrator has the full authority to apply those findings of fact to the provisions of the applicable Plan. All findings of fact made by the Plan Administrator shall be final, conclusive and binding. The Plan Administrator has the full and complete discretion to decide whether or not it is making a Claim for Plan Benefit determination. For a detailed description of the Plan Administrator's authority, see the applicable Plan Document.

        For the purpose of making Claim for Plan Benefits determinations, the Claims Administrator has the full and complete discretion to interpret and construe the provisions of the Plans, and such interpretation shall be final, conclusive and binding. For the purpose of making Claim for Plan Benefits determinations, the Claims Administrator also has the full and complete discretion to make findings of fact and to apply those findings of fact to the provisions of the Plans. All findings of fact made by the Claims Administrator shall be final, conclusive and binding. For a detailed description of the Claims Administrator's authority, see the applicable Plan Document.

        The Company reserves the right to amend, modify or terminate the Plans at any time at its sole discretion. The procedures for amending each of the Plans are contained in the applicable Plan Document.

        The Plan Documents can be made available for your review upon written request to the Plan Administrator (listed in the ERISA Information section of this Summary Plan Description).

        This Summary Plan Description (SPD) and the benefits described do not constitute a contract of employment. Your employer retains the right to terminate your employment or otherwise deal with your employment as if this SPD and the Plans had never existed.

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ERISA Information
The Dow Chemical Company Group Life Insurance Program
Company-Paid Life Insurance Plan
(A Welfare Benefit Plan)

Plan Sponsor:	The Dow Chemical Company Employee Development Center Midland, MI 48674 1-877-623-8079
Employer Identification Number:	38-1285128
Plan Number:	507
Group Policy Number:	11700-G
Plan Administrator:	The Dow Chemical Company Employee Development Center Midland, MI 48674 1-877-623-8079
To Apply For a Benefit Contact:	See Claims Procedures Appendix to this SPD.
To Appeal a Benefit Determination, File with:	See Claims Procedures Appendix to this SPD.
To Serve Legal Process, File With:	General Counsel The Dow Chemical Company Corporate Legal Department 2030 Dow Center Midland, MI 48674
Claims Administration:	Metropolitan Life Insurance Company administers claims under a group policy issued to The Dow Chemical Company MetLife, Inc. Group Life Claims Oneida County Industrial Park Utica, NY 13504-6115
Plan Year:	The Plan's fiscal records are kept on a plan year beginning January 1 and ending December 31
Funding:	Dow pays the entire premium for the Plan. Benefits are funded through a group insurance contract with MetLife, Inc The assets of the "Program" may be used at the discretion of the Plan Administrator to pay for any benefits provided under the "Program", as the "Program" may be amended from time to time, as well as to pay for any expenses of the "Program". Such expenses may include, and are not limited to, consulting fees, actuarial fees, attorney fees, third party administrator fees and other administrative expenses.

168

ERISA Information
The Dow Chemical Company
Employee-Paid and Dependent Life Insurance Plans
(Welfare Benefit Plans)

Plan Sponsor:	The Dow Chemical Company Employee Development Center Midland, MI 48674 1-877-623-8079
Employer Identification Number:	38-1285128
Plan Number:	515
Group Policy Number:	11700-G
Plan Administrator:	The Dow Chemical Company Employee Development Center Midland, MI 48674 1-877-623-8079
To Apply For a Benefit Contact:	See Claims Procedures Appendix to this SPD.
To Appeal a Benefit Determination, File with:	See Claims Procedures Appendix to this SPD.
To Serve Legal Process, File With:	General Counsel The Dow Chemical Company Corporate Legal Department 2030 Dow Center Midland, MI 48674
Claims Administration:	Metropolitan Life Insurance Company administers claims under a group policy issued to The Dow Chemical Company. MetLife, Inc. Group Life Claims Oneida County Industrial Park Utica, NY 13504-6115
Plan Year:	The Plan's fiscal records are kept on a plan year beginning January 1 and ending December 31
Funding:	Employees pay the premiums. Benefits are funded through a group insurance contract with MetLife. The assets of the "Program" may be used at the discretion of the Plan Administrator to pay for any benefits provided under the "Program", as the "Program" may be amended from time to time, as well as to pay for any expenses of the "Program". Such expenses may include, and are not limited to, consulting fees,

169

	actuarial fees, attorney fees, third party administrator fees, and other administrative expenses.
Joint Insurance Arrangement:	Dorinco and MetLife have entered an arrangement approved by the U.S. Department of Labor (DOL Advisory Opinion Letter 97-24A) in which if MetLife is insolvent, the entire life insurance benefit will be paid by Dorinco. If Dorinco is insolvent, the entire life insurance benefit will be paid by Metropolitan. Dorinco's address is:
	Dorinco Reinsurance Company 1320 Waldo Avenue Dorinco Building Midland, MI 48642

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CLAIMS PROCEDURES APPENDIX

For the Summary Plan Descriptions of the Life Insurance Plans Sponsored by
The Dow Chemical Company

You Must File a Claim in Accordance with These Claims Procedures

        A "Claim" is a written request by a claimant for a Plan benefit or an Eligibility Determination. There are two kinds of Claims:

A Claim for Plan Benefits is a request for benefits covered under the Plan.

An Eligibility Determination is a kind of Claim. It is a request for a determination as to whether a claimant is eligible to be a Participant or covered Dependent under the Plan.

        You must follow the claims procedures for either CLAIMS FOR PLAN BENEFITS or CLAIMS FOR AN ELIGIBILITY DETERMINATION, whichever applies to your situation. See the applicable sections below entitled CLAIMS FOR PLAN BENEFITS and CLAIMS FOR ELIGIBILITY DETERMINATIONS.

Who Will Decide Whether to Approve or Deny My Claim?

        The Dow Chemical Company will approve or deny a Claim for an Eligibility Determination. The initial determination is made by the Dow Benefits Center. If you appeal, the appellate decision is made by the Director of Global Benefits.

        MetLife will approve or deny a Claim for Plan Benefits. MetLife is the Claims Administrator for both the initial determination and (if there is an appeal), the appellate determination.

An Authorized Representative May Act on Your Behalf

        An Authorized Representative may submit a Claim on behalf of a Plan Participant. The Plan will recognize a person as a Plan Participant's "Authorized Representative" if such person submits a notarized document signed by the Participant stating that the Authorized Representative is authorized to act on behalf of such Participant. A court order stating that a person is authorized to submit Claims on behalf of a Participant will also be recognized by the Plan.

Authority of the Administrators and Your Rights Under ERISA

        The Administrators have the full, complete, and final discretion to interpret the provisions of the Plan and to make findings of fact in order to carry out their respective Claims decision-making responsibilities.

        Interpretations and claims decisions by the Administrators are final and binding on Participants. If you are not satisfied with an Administrator's final appellate decision, you may file a civil action against the Plan under s. 502 of the Employee Retirement Income Security Act (ERISA) in a federal court. If you file a lawsuit, you must do so within 120 days from the date of the Administrator's final written decision. Failure to file a lawsuit within the 120 day period will result in your waiver of your right to file a lawsuit.

CLAIMS FOR PLAN BENEFITS

Information Required In Order to Be a "Claim":

        For Claims that are requests for Plan benefits, the claimant must complete a MetLife claims form. Call the HR Service Center at 1-877/623-8079 to obtain a form. (Retirees should call the Retiree Service Center to obtain a form at 1-800/344-0661). In addition, you must attach a certified death certificate (must be certified by the government authority, as exhibited by a "raised seal" on the certificate). You may request assistance from the Dow Benefits Center (1-989/636-9556) if you need help completing the MetLife claims form.

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        Once you have completed the MetLife claims form, you must send it and the certified death certificate to:

Dow Benefits Center
The Dow Chemical Company
Employee Development Center
Midland, MI 48674
Attention: Administrator for the life insurance plans

        The Dow Benefits Center will review and sign your completed MetLife claims form and forward the form and certified death certificate to:

Metropolitan Life Insurance Company
Group Life Claims
P.O. Box 6115
Utica, NY 13504-6115

CLAIMS FOR DETERMINATION OF ELIGIBILITY

Information Required In Order to Be a "Claim":

        For Claims that are requests for Eligibility Determinations, the Claims must be in writing and contain the following information:

•

State the name of the Employee, and also the name of the person (Employee, Spouse/Domestic Partner, Dependent child, as applicable) for whom the Eligibility Determination is being requested



•

Name the benefit plan for which the Eligibility Determination is being requested



•

If the Eligibility Determination is for the Employee's Dependent, describe the relationship for whom an Eligibility Determination is being requested to the Employee (e.g. Spouse/Domestic Partner, child, etc.)



•

Provide documentation of such relationship (e.g. marriage certificate, Statement of Domestic Partnership, birth certificate, etc)

Claims for Eligibility Determinations must be filed with:

Dow Benefits Center
The Dow Chemical Company
Employee Development Center
Midland, MI 48674
Attention: Administrator for the life insurance plans
                  (Eligibility Determination)

INITIAL DETERMINATIONS

        If you submit a Claim for Plan Benefits or a Claim for Eligibility Determination to the applicable Administrator, the applicable Administrator will review your Claim and notify you of its decision to approve or deny your Claim. Such notification will be provided to you in writing within a reasonable period, not to exceed 90 days of the date you submitted your claim; except that under special circumstances, the Administrator may have up to an additional 90 days to provide you such written notification. If the Administrator needs such an extension, it will notify you prior to the expiration of the initial 90 day period, state the reason why such an extension is needed, and indicate when it will make its determination. If the applicable Administrator denies the Claim, the written notification of the Claims decision will state the reason(s) why the Claim was denied and refer to the pertinent Plan provision(s). If the Claim was denied because you did not file a complete Claim or because the Administrator needed additional information, the Claims decision will state that as the reason for denying the Claim and will explain why such information was necessary.

172

APPEALING THE INITIAL DETERMINATION

        If the applicable Administrator has denied your Claim for Plan Benefits or Claim for Eligibility Determination, you may appeal the decision. If you appeal the Administrator's decision, you must do so in writing within 60 days of receipt of the Administrator's determination, assuming that there are no extenuating circumstances, as determined by the applicable Administrator. Your written appeal must include the following information:

•

Name of Employee



•

Name of Dependent or beneficiary, if the Dependent or beneficiary is the person who is appealing the Administrator's decision



•

Name of the benefit Plan



•

Reference to the Initial Determination



•

Explain reason why you are appealing the Initial Determination

        Send appeals of Eligibility Determinations to:

Director of Global Benefits
The Dow Chemical Company
Employee Development Center
Midland, MI 48674
Attention: Administrator for the life insurance plans
                  (Appeal of Eligibility Determination)

        Send appeals of benefit denials to:

Metropolitan Life Insurance Company
Group Life Claims—The Dow Chemical Company
Oneida County Industrial Park
Utica, NY 13504-6115
Attention: Claims Administrator
(Appellate Review)

        You may submit any additional information to the applicable Administrator when you submit your request for appeal. You may also request that the Administrator provide you copies of documents, records and other information that is relevant to your Claim, as determined by the applicable Administrator under applicable federal regulations. Your request must be in writing. Such information will be provided at no cost to you.

        After the applicable Administrator receives your written request to appeal the initial determination, the Administrator will review your Claim. Deference will not be given to the initial adverse decision, and the appellate reviewer will look at the Claim anew. The person who will review your appeal will not be the same person as the person who made the initial decision to deny the Claim. In addition, the person who is reviewing the appeal will not be a subordinate who reports to the person who made the initial decision to deny the Claim. The Administrator will notify you in writing of its final decision. Such notification will be provided within a reasonable period, not to exceed 60 days of the written request for appellate review, except that under special circumstances, the Administrator may have up to an additional 60 days to provide written notification of the final decision. If the Administrator needs such an extension, it will notify you prior to the expiration of the initial 60 day period, state the reason why such an extension is needed, and indicate when it will make its determination. If the Administrator determines that it does not have sufficient information to make a decision on the Claim prior to the expiration of the initial 60 day period, it will notify you. It will describe any additional material or information necessary to submit to the Plan, and provide you with the deadline for submitting such information. The initial 60 day time period for the Administrator to make a final written decision, plus the 60 day extension period (if applicable) are tolled from the date the notification of insufficiency is sent to you until the date on which it receives your response. ("Tolled" means the "clock or time is stopped or suspended". In other words, the deadline for the Administrator to make its decision is "put on hold" until it receives the requested information). The tolling period ends when the Administrator receives your response, regardless of the adequacy of your response.

        If the Administrator has determined to that its final decision is to deny your Claim, the written notification of the decision will state the reason(s) for the denial and refer to the pertinent Plan provision(s).

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DEFINITIONS APPENDIX

        See Plan Document for additional definitions. A pronoun or adjective in the masculine gender includes the feminine gender, and the singular includes the plural, unless the context clearly indicates otherwise.

"Actively at Work" or "Active Work" means that you are performing all of the usual and customary duties of your job with the Participating Employer on a Full Time or Less-Than Full Time basis. This must be done at:

a.

the Participating Employer's place of business; or;



b.

an alternate place approved by the Participating Employer; or



c.

a place to which the Participating Employer's business requires you to travel.

        You will be deemed to be Actively at Work during weekends or Participating Employer approved vacations, holidays or business closures if you were Actively at Work on the last scheduled work day preceding such time off.

"Administrator" means either the Plan Administrator or the Claims Administrator.

"Bargained-for" or "Hourly" individual means an individual who is represented by a collective bargaining unit that is recognized by the Company or Participating Employer.

"Claim" means a request by a claimant for a plan benefit or an Eligibility Determination that contains at a minimum, the information described in the Claims Procedures Appendix of the applicable SPD.

"Claim for an Eligibility Determination" means a Claim requesting a determination as to whether a claimant is eligible to be a Participant under a Plan.

"Claim for a Plan Benefit" means a Claim requesting that the Plan pay for benefits covered under a Plan.

"Claims Administrator" means Metropolitan Life Insurance Company with whom the Company has contracted to perform certain services under the Program.

"Code" means the Internal Revenue code of 1986, as amended from time to time. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation which amends, supplements or replaces such section or subsection.

"Company" means The Dow Chemical Company, a corporation organized under the laws of Delaware.

"Domestic Partner" means a person who is a member of a Domestic Partnership.

"Domestic Partnership" means two people claiming to be "domestic partners" who meet all of the following requirements:

a.

the two people must have lived together for at least twelve (12) consecutive months immediately prior to receiving coverage for benefits under the Plan, and



b.

the two people are not Married to other persons, and



c.

the two people are each other's sole domestic partner in a committed relationship similar to a legal Marriage relationship and intend to remain in the relationship indefinitely, and



d.

if the two people reside in a state or municipality which provides for registration of domestic partners, they have so registered, and have provided the Plan Administrator with evidence of such registration, and



e.

each of the two people must be legally competent and able to enter into a contract, and



f.

the two people are not related to each other in a way which would prohibit legal Marriage between opposite sex individuals, and



g.

in entering the relationship with each other, neither of the two people are acting fraudulently or under duress, and



h.

the two people are financially interdependent with each other, and



i.

each of the two people has signed a statement acceptable to the Plan Administrator, and has provided it to the Plan Administrator

174

"Dow" means a Participating Employer or collectively, to the Participating Employers, as determined by the context of the sentence in which it is used, as such is interpreted by the Plan Administrator or his delegee.

"Employee" means a person who:

a.

is employed by a Participating Employer to perform personal services in an employer-employee relationship which is subject to taxation under the Federal Insurance Contribution Act or similar federal statute; and



b.

receives payment for services performed for the Participating Employer directly from the Company's U.S. Payroll Department, or another Participating Employer's U.S. Payroll Department; and



c.

is either a Salaried individual who is classified by the Participating Employer as having "regular full-time status or "less-than-full-time status', or a Bargained-for individual who is classified by the Participating Employer as having "regular full -time active status", and



d.

if Localized, is Localized in the U.S., and



e.

if on an international assignment, is either a U.S. citizen or Localized in the U.S..

The definition of "Employee" does not include an individual who performs services for the benefit of a Participating Employer if his compensation is paid by an entity or source other than the Company's U.S. Payroll Department or another Participating Employer's U.S. Payroll Department. Further, the definition of "Employee" does not include any individual who is characterized by the Participating Employer as an independent contractor, contingent worker, consultant, contractor, or similar term. These individuals are not "Employees" (with a capital "E") for purposes of the Plan even if such an individual is determined by a court or regulatory agency to be a "common law employee" of a Participating Employer.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"Full-Time" Employee means an Employee who has been classified by a Participating Employer as having "full-time" status.

"Hourly" Employee means an Employee who is represented by a collective bargaining unit that is recognized by the Company or other Participating Employer.

"Less-Than-Full-Time Employee" means an Employee who has been classified by a Participating Employer as having "less-than-full-time status".

"Localized" means that a Participating Employer has made a determination that an Employee is permanently relocated to a particular country, and the Employee has accepted such determination. For example, a Malaysian national is "Localized" to the U.S. when a Participating Employer has determined that such Employee is permanently relocated to the U.S., and such Employee has accepted such determination.

"Married" or "Marriage" means a legally valid marriage between a man and a woman recognized by the state in which the man and the woman reside.

"Participating Employer" means the Company or any other corporation or business entity the Company authorizes to participate in the Program with respect to its Employees.

"Plan" means either the Company-Paid Life Insurance Plan (for Salaried and Certain Bargained for Employees), which is a component of The Dow Chemical Company Group Life Insurance Program (ERISA Plan #507); or the Employee-Paid Life Insurance Plan or the Dependent Life Insurance Plan, which are components of The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program (ERISA Plan #515); whichever the case may be.

"Plan Administrator" means the Company or such person or committee as may be appointed from time to time by the Company to serve at its pleasure.

175

"Plan Document" means either the plan document for The Dow Chemical Company Group Life Insurance Program or The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program, whichever the case may be.

"Program" means either The Dow Chemical Company Group Life Insurance Program (ERISA Plan #507) or The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program (ERISA Plan #515), whichever the case may be.

"Program Year" means the 12-consecutive-month period ending each December 31.

"Retire" or "Retirement" means when an active Employee who is age 50 or older with 10 or more years of Service terminates employment with a Participating Employer who is also a "Retiree".

"Retiree" means an Employee who is age 50 or older with 10 or more years of Service when his employment terminated with a Participating Employer and is eligible to receive a pension under the Dow Employees' Pension Plan and was a Participant in the Program on the day preceding Retirement. An Employee who is receiving, or has received a benefit, under the 1993 Special Separation Payment Plan who is 50 or older at the time he leaves active employment with Dow, regardless of years of Service, is also a "Retiree".

"Retiree" also means an Employee who is age 50 or older with 10 or more years of Service when his employment terminated with a Participating Employer, terminated employment with the Participating Employer on or after February 6, 2003, is eligible to receive a pension under the terms of the Union Carbide Employees' Pension Plan, and was a Participant in the Program on the day preceding termination of employment with the Participating Employer.

"Retiree" also means an Employee who was enrolled in The Dow Chemical Company Executive Split Dollar Life Insurance Plan, terminated employment with Dow Chemical Canada Inc. on or after October 1, 2003 at age 50 or older with 10 or more years of Service, is eligible to receive a pension from the pension plan sponsored by Dow Chemical Canada Inc., and signed a waiver of all his rights under The Dow Chemical Company Executive Split Dollar Life Insurance Agreement between himself and The Dow Chemical Company.

"Salaried" means an individual who is not represented by a collective bargaining unit.

"Service" means:

        With respect to a Retiree who is eligible to receive a pension from the Dow Employees' Pension Plan, "Service" means either Eligibility Service" or "Credited Service" recognized under the Dow Employees' Pension Plan, whichever is greater. With respect to a Retiree who is eligible to receive a pension from the Union Carbide Employees' Pension Plan, "Service" means "Eligibility Service" or "Credited Service" recognized under the Union Carbide Employees' Pension Plan, whichever is greater.

"Spouse" means a person who is Married to the Employee.

"SPD" means the Summary Plan Description.

176

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EXHIBIT 10(s)

EX-10.(T)

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EXHIBIT 10(t)

The Dow Chemical Company
Retiree Life Insurance Plans
for Salaried Retirees and Retirees of Certain Hourly Groups
Summary Plan Description for:

Retiree Company-Paid Life Insurance Plan
Retiree Optional Life Insurance Plan
Retiree Dependent Life Insurance Plan

Amended and Restated October 1, 2006
To be effective January 1, 2007 and thereafter until superseded

This Summary Plan Description (SPD) is updated from time to time on the Dow Intranet:

See also the DowFriends edition that contains Choices enrollment brochures, which are published annually, for summaries of the most recent modifications to this SPD. Copies of updated SPDs can be found at the Dow Intranet address above, or by requesting a copy from the Retiree Service Center, Employee Development Center, Midland, MI 48674, telephone 800-344-0661 or 989-636-0977. Summaries of modifications may also be published from time to time in DowFriends or by separate letter.

Overview

        Three life insurance benefit plans are available to eligible Retirees and their families: Retiree Company-Paid Life Insurance Plan, Retiree Optional Life Insurance Plan and Retiree Dependent Life Insurance Plan (hereafter collectively referred to as the "Plans" or individually as "Plan"). This is the Summary Plan Description (SPD) for these plans. Different eligibility and coverage levels will apply depending on whether you are a Retired Salaried Employee or a Retired Hourly Employee. Also, there are differences among the various Hourly groups. Special rules also apply to Retired Split Dollar Participants, Post-65 Executive Life Participants and Disability Retirees.

        Chapter One applies to The Dow Chemical Company Group Life Insurance Program's Retiree Company-Paid Life Insurance Plan ("Retiree Company-Paid Life Insurance Plan"). The Retiree Company-Paid Life Insurance Plan is sponsored and administered by The Dow Chemical Company. It is part of The Dow Chemical Company Group Life Insurance Program (ERISA Plan #507). It provides group term life insurance underwritten by Metropolitan Life Insurance Company ("MetLife").

        Chapter Two applies to The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program's Retiree Optional Life Insurance Plan ("Retiree Optional Life Insurance Plan"). The Retiree Optional Life Insurance Plan is sponsored and administered by The Dow Chemical Company. Premiums are paid by the Retiree. It is part of The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program (ERISA Plan #515). It provides group term life insurance underwritten by MetLife.

        Chapter Three applies to The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program's Retiree Dependent Life Insurance Plan ("Retiree Dependent Life Insurance Plan"). The Retiree Dependent Life Insurance Plan is sponsored and administered by The Dow Chemical Company. It is part of The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program. It provides group term life insurance underwritten by MetLife. The premium is paid by the Retiree. Coverage may be provided for eligible Dependents

        Please review the information in this SPD carefully to become familiar with your benefit plans, guidelines, rights and responsibilities. Words that are capitalized are either defined in this SPD or in the Plan Documents for The Dow Chemical Company Group Insurance Program (for the Retiree Company-Paid Life Insurance Plan) and The Dow Chemical Company Employee Paid and Dependent Life Insurance Program (for the Retiree Optional Life Insurance Plan and the Retiree Dependent Life Insurance Plan). The Plan Documents include the applicable insurance policies and insurance certificates. The Plan Documents are available upon request. Contact the Plan Administrator listed in the ERISA Information section.

        References to "Dow" and "Participating Employers" are used interchangeably, and both refer collectively to The Dow Chemical Company and the subsidiaries and affiliates of The Dow Chemical Company that are authorized to participate in the Plans. The "Company" means The Dow Chemical Company.

177

Chapter One:
The Retiree Company-Paid Life Insurance Plan

As of January 1, 2005, the following plans of The Dow Chemical Company Group Life Insurance Program were merged into The Dow Chemical Company Group Life Insurance Program's Retiree Company-Paid Life Insurance Plan: Michigan Hourly Retiree Company-Paid Life Insurance Plan; Texas Operations Hourly Basic Life Insurance Plan; Hampshire Hourly Retiree Company-Paid Life Insurance Plan; Hampshire Chemical Corporation Hourly Retiree Company-Paid Life Insurance Plan for Retirees Who Retired Between March 1, 1988 and January 1, 1999; Hampshire Chemical Corporation Hourly Retiree Company-Paid Life Insurance Plan (Waterloo); and ANGUS Hourly Retiree Company-Paid Life Insurance Plan. Such plans no longer exist as separate plans, but are now a part of the Retiree Company-Paid Life Insurance Plan. Effective December 31, 2005, the Dow AgroSciences LLC Life Insurance Plan was terminated, and the retiree company-paid life insurance portion of that plan was incorporated into The Dow Chemical Company Group Life Insurance Program's Retiree Company-Paid Life Insurance Plan for those who retired prior to January 1, 2006.

        The Retiree Company-Paid Life Insurance Plan is referred to in Chapter One as the "Plan".

Section 1 applies to Retired Salaried Employees and Certain Retired Hourly Employees
Section 2 applies to Retired Michigan Operations Hourly Employees
Section 3 applies to Retired Texas Operations Hourly Employees who retired prior to January 1, 2003
Section 4 applies to Retired Hampshire Waterloo Hourly Employees who retired during a specified period
Section 5 applies to Retired Hampshire Owensboro and Nashua Hourly Employees who retired during a specified period
Section 6 applies to Disability Retirees
Section 7 applies to Retired Split Dollar Participants
Section 8 applies to Post-65 Executive Life Insurance Participants
Section 9 applies to Certain Union Carbide Retirees who retired prior to February 7, 2003
Section 10 applies to Retired Employees of Dow AgroSciences LLC who retired prior to January 1, 2006
Section 11 through to the remaining sections of Chapter One apply to all persons eligible for coverage under the Plan

Section 1. Retired Salaried Employees and Certain Retired Hourly Employees

Eligibility

        Section 1 of Chapter One of this SPD does NOT apply to:

•

Hourly Employees who retired from Michigan Operations;

•

Hampshire Hourly Employees who retired from the Waterloo, NY facility on or after March 1, 1988 through December 31, 1999;

•

Hampshire Hourly Employees who retired from the Owensboro, KY or Nashua, NH facilities on or after March 1, 1988 through December 31, 1998;

•

Texas Operations Employees who retired prior to January 1, 2003;

•

Retired Split Dollar Participants;

•

Post-65 Executive Life Insurance Participants; and

•

Union Carbide Employees who retired prior to February 7, 2003; and

•

Dow AgroSciences Employees who retired prior to January 1, 2006.

        Except for those populations identified above, if you are a Retiree who, on the day preceding your Retirement, was enrolled for coverage under a Company-Paid Life Insurance Plan offered under The Dow Chemical Company Group Life Insurance Program, you are eligible for the coverage described below in Coverage Amounts for Eligible Salaried and Hourly Retirees. In order to be a "Retiree", you must have been at least 50 years old with 10 or more years of Service at the time your employment with Dow terminated.

Enrollment

        Upon Retirement, you may complete an enrollment form, with coverage effective immediately. If you want to be covered under Plan Option I at age 65, you must complete an enrollment form and return it to the Dow Benefits Center within 31

178

days of your Retirement. Failure to return the form within 31 days of your Retirement will result in automatic enrollment in pre-age 65 coverage and Plan Option II at age 65.

        Note:    At a later date, you may decrease your coverage option by switching from Plan Option I to Plan Option II; however, you will not be permitted to upgrade your coverage by switching from Plan Option II to Plan Option I, even with proof of insurability.

        You may waive coverage. If you want to waive coverage, you must provide written notification to the Dow Benefits Center. If you waive coverage, you waive coverage permanently. You may not re-enroll in this Plan at any time in the future.

Coverage Amounts for Eligible Salaried and Hourly Retirees

Coverage Prior to Age 65

        Until you reach age 65, you will be provided with coverage equal to one times (1x) your base annual salary at time of Retirement, rounded up to the next $1000, plus $5000. Currently, the Company pays the cost of this coverage.

Coverage Age 65 or older

        There are two plan options available to Retirees age 65 and older. Plan Option I requires a monthly Retiree contribution. Currently, Plan Option II is provided at no cost to you.

        Plan Option I:    Beginning on the first of the month following your 65th birthday, your life insurance will equal 1x your base annual salary, rounded up to the next $1,000. At age 66, your coverage amount is reduced 20 percent (of the original amount) each year until age 68. At age 68 and beyond, your coverage amount is equal to one-half your base annual salary at time of Retirement, with minimum coverage of $10,000. The following chart summarizes the insurance coverage for Retirees electing Plan Option I:

Age	Coverage Amount
65	1x base salary at time of Retirement ($10,000 minimum)
66	80% of benefit at Retirement ($10,000 minimum)
67	60% of benefit at Retirement ($10,000 minimum)
68+	50% of benefit at Retirement ($10,000 minimum)

        Plan Option II:    Beginning on the first of the month following your 65th birthday, your life insurance will equal 1x your base annual salary, rounded up to the next $1,000. At age 66, your coverage amount is reduced 20 percent (of the original amount) each year until you reach age 70. At age 70 and beyond, Dow will provide coverage of $5,000. The following chart summarizes the insurance coverage for Retirees electing Plan Option II.

Age	Coverage Amount
65	1x base salary at time of Retirement ($5,000 minimum)
66	80% of benefit at Retirement ($5,000 minimum)
67	60% of benefit at Retirement ($5,000 minimum)
68	40% of benefit at Retirement ($5,000 minimum)
69	20% of benefit at Retirement ($5,000 minimum)
70+	$5,000

Cost

Prior to Age 65

        Currently, Retiree Company-Paid Life Insurance coverage is provided at no cost to you.

179

Age 65 and Older

Plan Option I:    You share the cost of coverage with Dow. Your cost is based on a rate per $1,000 of 1X coverage and is subject to change based on plan experience. Your premium payment is deducted, post-tax, from your monthly pension check. Premiums may vary from year to year. Premium information is communicated in the Choices U.S. Retiree Benefits Enrollment Booklet, and periodically in DowFriends. If you elect not to have your premium deducted from your pension check, you must pay your premium within 31 days of your bill. If your payment is not postmarked within 31 days of your bill, your coverage will be canceled.

        Plan Option II:    Currently, coverage is provided at no cost to you.

Section 2. Retired Michigan Operations Hourly Employees

Eligibility

        If you are a Retired Michigan Operations Hourly Employee who Retired on or after June 1, 1990, and you were covered under the Company-Paid Life Insurance Plan on the day preceding your Retirement, you are eligible for the coverage described below under "Coverage Amounts for Eligible Midland/Ludington Hourly Retirees".

Coverage Amounts for Eligible Midland/Ludington Hourly Retirees

Prior to Age 65

        Until you reach age 65, you will be provided with coverage equal to the amount of coverage you had as an active Hourly Employee under the Company-Paid Life Insurance on the day preceding the date of your Retirement.

Age 65 or older

        On or after your 65th birthday, your Retiree Company-Paid Life Insurance benefits will be determined by applying the appropriate percentage from the following table to the amount of your Retiree Company-Paid Life Insurance in effect the date preceding your 65th birthday, with a minimum of $5,000.

Age	Coverage Amount
65	1/2 × annual pay at time of Retirement ($5,000 minimum)
66	80% of benefit at Retirement ($5,000 minimum)
67	60% of benefit at Retirement ($5,000 minimum)
68	40% of benefit at Retirement ($5,000 minimum)
69	20% of benefit at Retirement ($5,000 minimum)
70+	$5,000

Cost

        Currently, the Company pays the cost of this coverage.

Section 3. Retired Texas Operations Employees

        Texas Operations Hourly Employees who Retired prior to January 1, 2003, and had Non-Contributory coverage under The Dow Chemical Company Texas Operations Hourly Optional Life Insurance Program are eligible for $10,000 of coverage until age 65. Coverage is reduced to $5000 at age 65. Currently, the Company pays the cost of this coverage.

Section 4. Retired Hampshire Waterloo Hourly Employees

        If you retired from Hampshire Chemical Corp. on or after March 1, 1988,through December 31, 1999, at age 62 or older and were represented while an active employee by the United Steelworkers of America AFL-CIO Local Union #7110, a bargaining unit of Hampshire Chemical Corp.'s Waterloo, NY facility,you have $5000 of coverage.     Currently, the Company pays the cost of this coverage.

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Section 5. Retired Hampshire Owensboro and Nashua Hourly Employees

        If you Retired from Hampshire Chemical Corp. between March 1, 1988, and January 1, 1999, and had five or more years of service with W.R. Grace Company and/or Hampshire Chemical Corp. and were represented while an active employee by either the International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and Helpers (AFL-CIO) Local Lodge 727 (a bargaining unit at Hampshire Chemical Corp.'s Owensboro, Kentucky facility) or the International Chemical Workers Union Council/UFCW, Local No. 952-C (a bargaining unit at Hampshire Chemical Corp.'s Nashua, New Hampshire facility), you are eligible for the coverage described below in Coverage Amounts for Eligible Hampshire Owensboro and Nashua Hourly Retirees.

Coverage Amounts for Eligible Hampshire Owensboro and Nashua Hourly Retirees.

        If you are an eligible Retiree who was represented by the International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and Helpers (AFL-CIO) Local Lodge 727 (a bargaining unit at Hampshire Chemical Corp.'s Owensboro, Kentucky facility) while you were an active Employee, your coverage is $6000.

        If you are an eligible Retiree who was represented by the International Chemical Workers Union Council/UFCW, Local No. 952-C (a bargaining unit at Hampshire Chemical Corp.'s Nashua, New Hampshire facility) while you were an active Employee, your coverage is $5000.

Cost

        Currently, the Company pays the cost of this coverage.

Section 6. Disability Retirees

        If you are receiving a "disability retirement benefit" from the Dow Employees' Pension Plan ("DEPP"), as defined under DEPP, and are not a former Texas Operations Hourly Employee who retired prior to January 1, 2003, and you were covered under The Dow Chemical Company Company-Paid Life and/or Employee-Paid Life Insurance Plans on the day preceding your Retirement, you are eligible for the coverage described below in Coverage Amounts for Disability Retirees. If you are receiving disability retirement payments from the Union Carbide Employees' Pension Plan ("UCEPP") and retired on or after February 7, 2003, you are also eligible for the coverage described below in Coverage Amounts for Disability Retirees.

        If you are a former Texas Operations Hourly Employee who retired prior to January 1, 2003 receiving a "disability retirement benefit" from the Dow Employees' Pension Plan ("DEPP"), as defined under DEPP, and you were covered under the Texas Operations Hourly Contributory Optional Life Insurance Plan coverage on the day preceding your Retirement, you are eligible for coverage as described below in Coverage Amounts for Texas Operations Hourly Disability Retirees.

Coverage Amounts for Disability Retirees

        Pre-65 coverage.    If you are a Retiree who is receiving a "disability retirement benefit" from DEPP, as defined under DEPP, you will be provided with Retiree Company-Paid Life coverage equal to the coverage you had as an active employee. Until age 65, additional coverage equal to ¹/2 × or 1x your base annual pay at Retirement, rounded up to the next $1000, is provided if you were previously enrolled for at least that amount of Employee-Paid Life coverage as an active employee. Coverage is contingent on you continuing to meet the requirements to receive disability retirement benefits from DEPP or UCEPP. If your DEPP disability retirement effective date is prior to January 1, 2006 (or your UCEPP disability retirement effective date is on or after February 7, 2003 and prior to January 1, 2006), this additional coverage is currently provided at no cost to you.

Age 65 and older.

        If you are: (1) a disability retiree under DEPP or UCEPP, and (2) your DEPP disability retirement effective date is prior to January 1, 2006 (or your UCEPP disability retirement effective date is on or after February 7, 2003 and prior to January 1, 2006), and (3) you are not a Texas Operations Hourly Employee who began receiving Disability Retirement from DEPP prior to January 1, 2003, and (4) you were covered under the Dow Company-Paid Life Insurance Plan on the day preceding your Retirement, then you are covered under Plan Option I if you enrolled for Option I at time of Retirement. Coverage is contingent on you continuing to meet the requirements to receive disability retirement benefits from DEPP or UCEPP. Currently, this coverage is provided at no cost to you.

181

Coverage Amounts for Texas Operations Hourly Disability Retirees

Retired Prior to January 1, 1997

        If you are a former Texas Operations Hourly Employee who retired prior to January 1, 1997 receiving a "disability retirement benefit" from the Dow Employees' Pension Plan ("DEPP"), as defined under DEPP, and you were covered under the Texas Operations Hourly Contributory Optional Life Insurance Plan coverage on the day preceding your Retirement, you are eligible for coverage.

Retirees Less than Age 65:

        Coverage equal to the amount you had as an active employee under the Texas Operations Hourly Contributory Optional Life Insurance Plan was provided until the first of the month following your 65^th birthday.

Retirees Age 65 or Older:

        If prior to age 65 your coverage amount was equal to or greater than $30,000, coverage will be $25,000 beginning on the first of the month following your 65^th birthday. The amount of coverage is reduced each year with the minimum amount at age 68 of $10,000. Once coverage is waived or terminated, it cannot be reinstated.

Age 65	$25,000
Age 66	$20,000
Age 67	$15,000
Age 68 & After	$10,000

Retired on or after January 1, 1997 through December 31, 2002

        If you are a former Texas Operations Hourly Employee who retired on or after January 1, 1997 through December 31, 2002, and are receiving a "disability retirement benefit" from the Dow Employees' Pension Plan ("DEPP"), as defined under DEPP, and you were covered under the Texas Operations Hourly Contributory Optional Life Insurance Plan coverage on the day preceding your Retirement, you are eligible for coverage.

Retirees Less than Age 65:

        Coverage was provided in increments of $10,000, subject to a minimum of $10,000 and a maximum of either $60,000, or one-half the amount of Optional Contributory coverage in effect on the day preceding Retirement, whichever is less. Once coverage is waived or terminated, it cannot be reinstated

Retirees Age 65 or Older:

        If prior to age 65, your coverage amount was equal to or greater than $30,000 coverage will be $25,000 beginning on the first of the month following your 65^th birthday. The amount of covearge is reduced each year with the minimum amount at age 68 of $10,000. Once coverage is waived or terminated, it cannot be reinstated.

Age 65	$25,000
Age 66	$20,000
Age 67	$15,000
Age 68 & After	$10,000

Section 7. Retired Split Dollar Participants

        A "Retired Split Dollar Participant" is eligible for the coverage described below in Coverage Amount for Eligible Split Dollar Retirees. A "Retired Split Dollar Participant" is defined as a person who meets the requirements of one of the following:

i.

A person who: (a) was a Retiree on or before September 30, 2003, and (b) was enrolled in The Dow Chemical Company Executive Split Dollar Life Insurance Plan on or before September 30, 2003, and (c) signed a waiver of all his or her rights under The Dow Chemical Company Executive Split Dollar Life Insurance Agreement between him or her and The Dow Chemical Company; or

182

ii.

A person who: (a) was a Retiree on or before October 31, 2003, and (b) was enrolled in the Union Carbide Corporation Executive Life Insurance Plan on October 31, 2003, and (c) for whom the Agreement and Collateral Assignment between him or her and Union Carbide Corporation was terminated on or about October 31, 2003, and (d) whose coverage level under the Union Carbide Executive Life Insurance Plan just prior to termination of the Agreement and Collateral Assignment was two times his or her annual salary, for which he or she had to pay a premium; or



iii.

A person who: (a) was an active Employee on September 30, 2002, and (b) was enrolled in The Dow Chemical Company Executive Split Dollar Life Insurance Plan on September 30, 2002, and (c) signed a waiver of all his or her rights under The Dow Chemical Company Executive Split Dollar Life Insurance Agreement between him or her and The Dow Chemical Company, and (d) on the day preceding his or her Retirement, was covered under the Company-Paid Life Insurance Plan component of The Dow Chemical Company Group Life Insurance Program that is available to active Employees, and (e) is now a Retiree; or



iv.

A person who: (a) was an active Employee on or before October 31, 2002, and (b) was enrolled in the Union Carbide Corporation Executive Life Insurance Plan on October 31, 2002, and (c) for whom the Agreement and Collateral Assignment between him or her and Union Carbide Corporation was terminated on or about October 31, 2002, and (d) on the day preceding his or her Retirement, was covered under the Company-Paid Life Insurance Plan component of The Dow Chemical Company Group Life Insurance Program that is available to active Employees, and (e) is now a Retiree; or



v.

A person who: (a) was an active Employee on October 31, 2003, and (b) was enrolled in the Union Carbide Corporation Executive Life Insurance Plan on October 31, 2003, and (c) for whom the Agreement and Collateral Assignment between him or her and Union Carbide Corporation was terminated on or about October 31, 2003, and (d) whose coverage level under the Union Carbide Executive Life Insurance Plan just prior to termination of the Agreement and Collateral Assignment was two times his or her annual salary, for which he or she had to pay a premium, and (e) on the day preceding his or her Retirement, was covered under the Company-Paid Life Insurance Plan component of The Dow Chemical Company Group Life Insurance Program that is available to active Employees, and (f) is now a Retiree; or



vi.

A person who: (a) was a Retiree on or before October 31, 2003, and (b) was enrolled in the Union Carbide Corporation Executive Life Insurance Plan on October 31, 2005, and (c) for whom the Agreement and Collateral Assignment between him or her and Union Carbide Corporation was terminated on or about October 31, 2005, and (d) whose coverage level under the Union Carbide Executive Life Insurance Plan just prior to termination of the Agreement and Collateral Assignment was two times his or her annual salary, for which he or she had to pay a premium, or



vii.

A person who is not described in viabove, and (a) was a Retiree on or before October 31, 2003, and (b) was enrolled in the Union Carbide Corporation Executive Life Insurance Plan on October 31, 2005, and (c) for whom the Agreement and Collateral Assignment between him or her and Union Carbide Corporation was terminated on or about October 31, 2005. For purposes of the Plan, "1X" means either 1 times your final annual salary at Union Carbide or 40% of your final annual salary at Union Carbide, or 2 times your final annual salary at Union Carbide, depending on the amount of coverage you had under the Union Carbide Corporation Executive Life Insurance Plan on October 31, 2005.

Enrollment

        Retired Split Dollar Participants who were active Employees at the time their split dollar agreement was terminated, are required to submit an enrollment form at the time they Retire. Failure to return the form within 31 days of Retirement will result in automatic enrollment at the same coverage level you had as an active Employee under Company-Paid Life Insurance (1x coverage).

Coverage Amount for Eligible Split Dollar Retirees

        Except for a person described in Section 7(vii), a Retired Split Dollar Participant has 1 times (1x) his or her final annual salary at the time of Retirement, which will continue until death. However, if you elect to waive this special 1x coverage, you will not be allowed to re-enroll in the future. With respect to a person described in Section 7 (vii), a Retired Split Dollar Participant has an amount of coverage equal to 1x, as defined in Section 7 (vii).

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Cost

        Currently, the Company pays the cost of this coverage.

Section 8. Post-65 Executive Life Insurance Participants

        A "Post-65 Executive Life Insurance Participant" is a person who was notified prior to 1989 of their eligibility for Post-65 Executive Life Insurance, who subsequently retired and completed a Post-65 Executive Life Insurance election form, and did not later enroll in The Dow Chemical Company Executive Split Dollar Life Insurance Plan.

Enrollment

        Post-65 Executive Life Insurance Coverage is closed to new enrollments.

Coverage Amount for Post-65 Executive Life Insurance Participants

        Effective with their 65^th birthday, a Post-65 Executive Life Insurance Participant has coverage equal to two times (2x) their final pay up to a maximum of two million dollars. This coverage will continue until death, as long as the required premiums are paid.

Cost

        Currently, the cost of this coverage is shared by the Retiree and the Company. The Retiree's contribution, which is based on 1x of coverage is currently $1.62 per thousand. Premiums are subject to change. If your premiums are not automatically deducted from payments from the Dow Employees' Pension Plan ("DEPP"), you must pay your premium within 31 days of your bill. If your payment is not postmarked within 31 days of your bill, your coverage will be canceled.

End of Coverage

        You will retain a one-time option to discontinue coverage under this program and obtain coverage applicable to a Retiree of like age under the Retiree Company-Paid Life Insurance Plan described under Section 1. However, there will be no refund of premiums paid under the Post-65 Executive Life Insurance program.

Section 9. Retired Union Carbide Employees

        If you Retired prior to February 7, 2003, you are covered under The Dow Chemical Company Group Life Insurance Program's Union Carbide Subsidiary Basic Life Insurance Plan. You are not eligible for coverage under The Dow Chemical Company Group Life Insurance Program's Company-Paid Life Insurance Plan.

Section 10. Retired Dow AgroSciences Employees

        If you retired prior to January 1, 2006 under the Dow AgroSciences LLC pension plan, you are eligible for coverage equal to one times (1x) your annual base salary at time of retirement, rounded up to the next $1000, until you reach age 66. At age 66, coverage will decrease 20% each year until you either reach age 70 or until the coverage amount is reduced to $10,000, whichever occurs first.

Enrollment

        Coverage for Retired Dow AgroSciences Employees under this section is closed to new enrollments.

Cost

        Currently, the Company pays the cost of this coverage.

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Section 11. General Eligibility Information

        Check the Plan Document, which addresses unusual situations, such as mergers and acquisitions, for additional eligible retiree populations.

        The Plan Administrator determines eligibility. The Plan Administrator is a fiduciary to the Plan and has the full discretion to interpret the provisions of the Plan and to make findings of fact. Interpretations and eligibility determination by the Plan Administrator are final and binding on Participants.

        If you want to file a Claim for a Determination of Eligibility because you are not sure whether you are eligible to participate in the Plan or have been told that you are not, see the Claims Procedures Appendix of this SPD.

        You may waive coverage. If you want to waive coverage, you must provide written notification to the Dow Benefits Center. If you waive coverage, you waive all future rights to re-enroll for coverage.

Section 12. Reporting Imputed Income

        Except for Retired Split Dollar Participants and Post-65 Executive Life Insurance Participants, the Internal Revenue Code allows the cost for the first $50,000 of Retiree Company-Paid Life Insurance Plan coverage to be excluded from taxable income. Any imputed income resulting from your life insurance coverage will be reported to the IRS along with your annual pension income information.

        The imputed income is determined based on a Uniform Premium Table established by the federal government.

        If you are a retired Michigan Operations Hourly Employee,, the cost of your combined Company-Paid Life and Employee-Paid Life in excess of $50,000 is taxable income and is determined based on the Uniform Premium Table established by the federal government.

Section 13. Naming Your Beneficiary

        You designate your beneficiary when you Retire by completing the beneficiary designation section of your enrollment form. If you wish to name more than one beneficiary, you must also indicate the percentage of your benefit that each beneficiary is to receive.

        If you do not name a beneficiary, your Retiree Company-Paid Life Insurance benefit will be paid to the person you designated under the active employee Company-Paid Life Insurance Plan. If you do not name a beneficiary and you did not designate a beneficiary under the active employee Company-Paid Life Insurance Plan, MetLife may determine the beneficiary to be one or more of the following who survive you:

•

Your Spouse or Domestic Partner; or

•

Your children; or

•

Your parent(s); or

•

Your sibling(s).

        If you fail to name a beneficiary and you did not designate a beneficiary under the active employee Company-Paid Life Insurance Plan, instead of making payment to any of the above, MetLife may pay your estate. Your failure to designate a beneficiary may delay the payment of funds.

        If you wish to change your beneficiary designation, complete a new beneficiary form, available from the Retiree Service Center. A life event (such as marriage/domestic partnership, divorce/termination of domestic partnership, etc.) may signal a need to change your beneficiary. Beneficiary changes are not effective until the date received by the Dow Benefits Center, and are subject to the approval of MetLife.

        All beneficiary designations must conform to MetLife's administrative requirements. Your beneficiary designation may be returned to you for you to make changes to it if it does not conform to MetLife's requirements. Beneficiary designations are not effective until MetLife has determined that they conform to MetLife's requirements.

Section 14. Benefit Payment

        In the event of your death, your beneficiary should contact the Retiree Service Center and present a certified copy of your death certificate. See Claims Procedures Appendix of this SPD. Contact the Retiree Service Center at 1-800-344-0661.

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Section 15. Accelerated Benefit Option (ABO)

        Under the Accelerated Benefit Option, if you have been diagnosed as having a terminal illness, you may receive a portion of your Retiree Company-Paid Life Insurance and Retiree Optional Life Insurance benefits before death. Having access to life proceeds at this important time could help ease financial and emotional burdens. In order to use ABO, you must be covered for at least $10,000 from your Retiree Company-Paid Life Insurance and/or Retiree Optional Life Insurance. You may receive an accelerated benefit of up to 50 percent (minimum $5,000 and maximum $250,000) of your Retiree Company-Paid Life Insurance and/or Retiree Optional Life Insurance if, as a result of an injury or sickness you are diagnosed as terminally ill, with six months or less to live, and from which there is no reasonable prospect of recovery. A claim form can be obtained from the Dow Benefits Center and must be completed and returned for evaluation and approval by MetLife.

Section 16. Funding

        The Plan is funded by an insurance policy underwritten by Metropolitan Life Insurance Company ("MetLife").

        Except for Plan Option I, the Participating Employers currently pay the entire cost of the Retiree Company-Paid Life Insurance Plan. For Plan Option I, the Retiree and the Participating Employer share the cost. The insurance carrier underwriting the Plans may combine the experience for the policy with other policies held by Dow. This means that the costs of these coverages may be determined on a combined basis, and the costs accumulated from year to year. Favorable experience under one ore more coverages in a particular year may offset unfavorable experience on other coverages in the same year or offset unfavorable experience of coverages in prior years. Policy dividends declared by the insurer for the Retiree Company-Paid Life Insurance Plan attributable to Dow's premiums are used to reduce Dow's cost for the coverage in the same and prior years.

Section 17. Your Rights

        You have certain rights under the Plan and are entitled to certain information by law. Be sure to review the Filing a Claimsection, Appealing a Denial of Claims section, Fraud Against the Plan section, Grievance Proceduresection, Your Legal Rights section, Welfare Benefits section, the Company's Right to Amend, Modify and Terminate the Plans section, Disposition of Plan Assets if the Plan is Terminated section, For More Informationsection, Important Note section and ERISA Information section at the end of this SPD.

Section 18. Ending Coverage

        Your Company-Paid Life Insurance coverage ends on the earlier of:

The date the Group Policy ends;
The date you no longer meet the eligibility requirements of the Plan; or
The date you elect to terminate your coverage.

Section 19. Converting to an Individual Policy

        If your Company-Paid Life Insurance coverage ends because you elect to terminate your coverage or you are longer meet the eligibility requirements of the Plan, your coverage may be converted to an individual non-term policy through MetLife, Inc. The maximum amount of insurance that may be elected for the new policy is the amount of Company-Paid Life Insurance in effect for you under the Company-Paid Life Insurance Plan on:

•

the date you elected to terminate your coverage; or

•

the date you no longer meet the eligibility requirements of the Plan.

        If your Company-Paid Life Insurance coverage ends because Dow has cancelled the Company-Paid Life Insurance coverage under the MetLife group life insurance policy, or Dow has amended the Company-Paid Life Insurance Plan to exclude coverage for your eligible group, you may convert your Company-Paid Life Insurance coverage to an individual non-term MetLife policy; provided you have been covered under the Company-Paid Life Insurance Plan for at least 5 years immediately prior to losing coverage under the Company-Paid Life Insurance Plan. The amount you may convert is limited to the lesser of:

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•

the amount of Company-Paid Life Insurance for you that ends under the Group Policy less the amount of life insurance for which you become eligible under any group policy within 31 days after the date insurance ends under the Group Policy; or

•

$2,000.

        You must file a conversion application with MetLife and make the required premium payment to MetLife within 31 days of the date your Dow coverage is lost or decreases. Contact the Dow Retiree Service Center to obtain a form for converting your coverage. Once you have obtained the form, contact the MetLife Conversion Group at 1-800-MET-LIFE or 1-800-638-5433 to file your form, or to obtain further information.

        The cost of this individual coverage will probably be significantly higher than your group plan. Although not required, providing proof of insurability may help reduce your cost.

Chapter Two: Retiree Optional Life Insurance Plan

        As of January 1, 2005, the following plans were merged into the Retiree Optional Life Insurance Plan: The Dow Chemical Company Texas Operations Hourly Optional Life Insurance Program's Retiree Optional Life Insurance Plan; Hampshire Chemical Corporation Hourly Optional Group Life Insurance Program's Pre-65 Retiree Optional Life Insurance Plan; Hampshire Chemical Corporation Hourly Optional Group Life Insurance Program's Retiree Optional Life Insurance plan (Waterloo); and ANGUS Chemical Company Hourly Optional Group Life Insurance Program's Pre-65 Retiree Optional Life Insurance Plan. Such plans no longer exist as separate plans, but are now a part of the Retiree Optional Life Insurance Plan. Effective December 31, 2005, the Dow AgroSciences LLC Life Insurance Plan was terminated, and the optional retiree life insurance portion of that plan was incorporated into The Dow Chemical Company Group Life Insurance Program's Retiree Optional Life Insurance Plan for those who retired prior to January 1, 2006.

        The Retiree Optional Life Insurance Plan is referred to in Chapter Two as the "Plan".

Section 1 applies to Retired Salaried Employees and Certain Retired Hourly Employees
Section 2 applies to Retired Texas Operations Hourly Employees who retired during a specified period
Section 3 applies to Retired Hampshire Waterloo Hourly Employees who retired during a specified period
Section 4 applies to Disability Retirees
Section 5 applies to Retired Split Dollar Participants
Section 6 applies to Certain Union Carbide Retirees who retired prior to February 7, 2003
Section 7 applies to Retired Employees of Dow AgroSciences LLC who retired prior to January 1, 2006
Section 8 through to the remaining sections of Chapter Two apply to all persons eligible for coverage under the Plan

Section 1. Retired Salaried Employees and Certain Retired Hourly Employees

Eligibility

        Section 1 of Chapter Two of this SPD does NOT apply to:

•

Hourly Employees who retired from Michigan Operations;

•

Hampshire Hourly Employees who retired from the Waterloo, NY facility on or after March 1, 1988 through December 31, 1999;

•

Hampshire Hourly Employees who retired from the Owensboro, KY or Nashua, NH facilities on or after March 1, 1988 through December 31, 1998;

•

Texas Operations Employees who retired prior to prior to January 1, 2003;

•

Retired Split Dollar Participants;

•

Union Carbide Employees who retired prior to February 7, 2003;

•

Dow AgroSciences employees who retired prior to January 1, 2006.

        Except for those populations identified above, if you are a Retiree who is less than age 65 and, on the day preceding your Retirement, you were enrolled for coverage under an Employee-Paid Life Insurance Plan sponsored by a Participating Employer, you are eligible for the coverage described below in Optional Coverage Amounts for Eligible Salaried and Hourly Retirees without proof of insurability. If you were not previously enrolled, proof of insurability is required. In order to be a "Retiree", you must have had at least 50 years old with 10 or more years of Service at the time your employment with Dow terminated.

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Enrollment

        If you were previously enrolled for Employee-Paid Life Insurance as an active Employee, you may complete an enrollment form upon Retirement, with coverage effective immediately under the Retiree Optional Coverage. You must complete an enrollment form and return it to the Dow Benefits Center within 31 days of your Retirement. Failure to return the form within 31 days of your Retirement will result in waiver of your coverage.

        If you were not previously enrolled, you must provide proof of insurability. This proof may require a physical examination, at your expense.

        You may decrease or cancel your coverage at any time by completing a new enrollment form and returning it to the Employee Data Resource Center.

        If you wish to enroll at a later date or increase your coverage amount, proof of insurability will be required.

Optional Coverage Amounts and Costs for Eligible Salaried and Hourly Retirees

        You may purchase coverage equal to either 1/2x or 1x your base annual salary at Retirement, rounded up to the next $1,000, if you were previously enrolled for at least that amount of coverage as an active employee. Pre-65 Retiree Optional rates are age-related rates. Premium information is communicated in the annual Choices U.S. Retiree Benefits Enrollment Booklet, and periodically in DowFriends. Premiums are subject to change. If your premiums are not automatically deducted from payments from the Dow Employees' Pension Plan ("DEPP") or the Union Carbide Employees' Pension Plan ("UCEPP"), you must pay your premium within 31 days of your bill. If your payment is not postmarked within 31 days of your bill, your coverage will be canceled.

        If you were previously enrolled for a lesser amount, proof of insurability will be required. In any case, the maximum coverage available is 1x, rounded up to the next $1,000.

End of Coverage

        Coverage ends at the end of the month in which you reach age 65. Coverage ends earlier than age 65 if you cancel coverage or fail to pay the required premiums.

Section 2. Retired Texas Operations Employees

Retired October 1, 1992 through December 31, 2002

        Texas Operations Hourly Employees who Retired on or after October 1, 1992 through December 31, 2002, and were enrolled on the day preceding their Retirement in the Optional Life Insurance Plan of The Dow Chemical Company Texas Operations Hourly Optional Life Insurance Program are eligible for the coverage.

Retirees Less than Age 65:

        Coverage could be purchased in increments of $10,000, subject to a minimum of $10,000 and a maximum of either $60,000, or one-half the amount of Optional Contributory coverage you had in effect on the day preceding your Retirement, whichever is less. Once coverage is waived or terminated, it cannot be reinstated.

Retirees Age 65 or Older:

        If you carried an amount equal to or greater than $30,000 prior to age 65 you had the option to purchase $25,000 beginning on the first of the month following your 65^th birthday. The amount of insurance is reduced each year with the minimum amount at age 68 of $10,000. Once coverage is waived or terminated, it cannot be reinstated.

Age 65	$25,000
Age 66	$20,000
Age 67	$15,000
Age 68 & After	$10,000

        Your premium for Retiree Optional Life Insurance is based on the amount of coverage you select. Your premiums are deducted post-tax from your monthly pension check. Premiums are subject to change. Premium changes are published in DowFriends. If your premiums are not automatically deducted from pension payments from the Dow Employees' Pension Plan (DEPP), formerly known as the Dow Employee Retirement Plan (ERP), you must pay your premium within 31 days of your bill. If your payment is not postmarked within 31 days of your bill, your coverage will be cancelled.

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Retired Prior to October 1, 1992

        Texas Operations Hourly Employees who Retired prior to October 1, 1992, and were enrolled, on the day preceding their Retirement, in the Optional Life Insurance Plan of The Dow Chemical Company Texas Operations Hourly Optional Life Insurance Program are eligible for the coverage.

Retirees Less than Age 65:

        Coverage could be purchased for half the amount of coverage you had as an active Employee under the Optional Contributory plan, up to $25,000 until age 65. Once coverage is waived or terminated, it cannot be reinstated.

Retirees Age 65 or Older:

        If you carried an amount equal to or greater than $30,000 prior to age 65 you had the option of purchase $25,000 beginning on the first of the month following your 65^th birthday. The amount of insurance is reduced each year with the minimum amount at age 68 of $10,000. Once coverage is waived or terminated, it cannot be reinstated.

Age 65	$25,000
Age 66	$20,000
Age 67	$15,000
Age 68 & After	$10,000

        If you carried an amount equal to $20,000 prior to age 65 you had the option to purchase $20,000 beginning on the first of the month following your 65^th birthday. The amount of insurance is reduced each year with the minimum amount at age 68 of $10,000. Once coverage is waived or terminated, it cannot be reinstated.

Age 65	$20,000
Age 66	$20,000
Age 67	$15,000
Age 68 & After	$10,000

        Your premium for Retiree Optional Life Insurance is based on the amount of coverage you select. Your premiums are deducted post-tax from your monthly pension check. Premiums are subject to change. Premium changes are published in DowFriends. If your premiums are not automatically deducted from pension payments from the Dow Employees' Pension Plan (DEPP), formerly known as the Dow Employee Retirement Plan (ERP), you must pay your premium within 31 days of your bill. If your payment is not postmarked within 31 days of your bill, your coverage will be cancelled.

Section 3. Retired Hampshire Waterloo Hourly Employees

        If you retired from Hampshire Chemical Corp. on or after March 1, 1988,through December 31, 1999, at age 55 or older and were represented while an active employee by the United Steelworkers of America AFL-CIO Local Union #7110, a bargaining unit of Hampshire Chemical Corp.'s Waterloo, NY facility, and you were enrolled in Hampshire Chemical Corp. supplemental employee paid life insurance coverage on the day preceding your retirement, you are eligible for the amount of optional life insurance you had on the day preceding your retirement, ie., $2500, $5000, $7500, or $13,000. You are required to pay the premiums. Premiums are subject to change. Changes to premiums are published in DowFriends. If your premiums are not automatically deducted from payments from your pension, you must pay your premium within 31 days of your bill. If your payment is not postmarked within 31 days of your bill, your coverage will be cancelled.

Section 4. Disability Retirees

        If you are receiving a "disability retirement benefit" from DEPP, as defined under DEPP, and you are not a former Texas Operations Hourly Employee, and you were covered under The Dow Chemical Company Employee-Paid Life Insurance Plan on the day preceding your Retirement, you are eligible for the coverage described below in Coverage Amounts for Disability Retirees.

        If you are receiving a "disability retirement benefit" from UCEPP, as defined under UCEPP, on or after February 7, 2003, and you were covered under The Dow Chemical Company Employee-Paid Life Insurance Plan on the day preceding your Retirement, you are also eligible for the coverage described below in Coverage Amounts for Disability Retirees.

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Coverage Amounts for Disability Retirees

Pre-65 coverage.

        Disability on or after January 1, 2006: Effective January 1, 2006, if you are a disability retiree under DEPP or UCEPP, and your disability retirement effective date is on or after January 1, 2006, your eligibility, coverage amounts and costs are the same as Retirees who are not receiving a "disability retirement benefit" under DEPP or UCEPP. See Chapter Two, Section 1 of this SPD.

        Disability prior to January 1, 2006: See Chapter One, Section 6 of this SPD.

Age 65 and older.

        Disability on or after January 1, 2006: Effective January 1, 2006, if you are a disability retiree under DEPP or UCEPP, and your disability retirement effective date is on or after January 1, 2006, your eligibility, coverage amounts and costs are the same as Retirees who are not receiving a Disability Retirement under DEPP or UCEPP.

        Disability prior to January 1, 2006: See Chapter One, Section 6 of this SPD.

Section 5. Retired Split Dollar Participants

        Except for those described in Section 7 (vii) of Chapter One: Company Paid Life Insurance Plan in this SPD, Retired Split Dollar Participants are eligible for 1x Split Dollar Equivalent Coverage if they elected to purchase the 1x Employee-paid or Retiree-paid split dollar replacement coverage ("1x Split Dollar Equivalent Coverage") at the time it was offered to them when their split dollar agreements were terminated, and they continue to pay the premiums for that coverage. For the definition of "Retired Split Dollar Participants" see Chapter One of this SPD, Section 7 entitled Retired Split Dollar Participants. Retired Split Dollar Participants described in Section 7(vii) of Chapter One are not eligible for coverage under the Retiree Optional Life Insurance Plan.

        The Plan Administrator determines eligibility. The Plan Administrator is a fiduciary to the Plan and has the full discretion to interpret the provisions of the Plan and to make findings of fact. Interpretations and eligibility determination by the Plan Administrator are final and binding on Participants.

        If you want to file a Claim for a Determination of Eligibility because you are not sure whether you are eligible to participate in the Plan or have been told that you are not, see the Claims Procedures Appendix of this SPD.

Enrollment

        If you are a Retired Split Dollar Participant who was an active Employee at the time your split dollar agreement was terminated, and you are paying premiums for the 1x Split Dollar Equivalent Coverage, you are required to submit an enrollment form at the time you Retire if you wish to continue the 1x Split Dollar Equivalent Coverage as a Retiree. Failure to return the form within 31 days of your Retirement will result in automatic enrollment in the 1x Split Dollar Equivalent Coverage. If you waived the 1x Split Dollar Equivalent Coverage at the time your split dollar agreement was terminated, or if such coverage was waived or cancelled after your split dollar agreement was terminated, you may not subsequently enroll for such coverage at any time.

Costs

        You pay the premium for coverage. The cost for coverage is subject to change, according to Plan experience. Premiums are subject to change. If your premiums are not automatically deducted from payments from the Dow Employees' Pension Plan ("DEPP") or the Union Carbide Employees' Pension Plan ("UCEPP"), you must pay your premium within 31 days of your bill. If your payment is not postmarked within 31 days of your bill, your coverage will be canceled.

Coverage Levels

        Coverage is 1x of your final annual salary rounded up to the next $1,000.

End of Coverage

        1x Split Dollar Equivalent Coverage ends if you cancel coverage or fail to pay the required premiums.

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Section 6. Retired Union Carbide Employees

        If you Retired prior to February 7, 2003, you are covered under The Dow Chemical Company Group Life Insurance Program's Union Carbide Subsidiary Basic Life Insurance Plan. You are not eligible for coverage under the Retiree Optional Life Insurance Plan.

Section 7. Retired Dow AgroSciences Employees

        If you Retired prior to January 1, 2006 under the Dow AgroSciences LLC pension plan and if you were enrolled in supplemental coverage (1x, 2x, 3x, or 4x) under the Dow AgroSciences LLC Life Insurance Plan as an active Employee on the day preceding your retirement, you may purchase supplemental life insurance coverage equal to one times your annual base salary at the time of your Retirement.    You are required to pay the premiums. Premiums are age-related and subject to change. Changes to premiums are published in DowFriends. If your premiums are not automatically deducted from payments from your pension, you must pay your premium within 31 days of your bill. If your payment is not postmarked within 31 days of your bill, your coverage will be cancelled.

        Coverage ends at the end of the month in which you reach age 65. Coverage ends earlier than age 65 if you cancel coverage or fail to pay the required premiums.

Section 8. General Eligibility Information

        Check the Plan Document, which addresses unusual situations, such as mergers and acquisitions, for additional eligible retiree populations.

        The Plan Administrator determines eligibility. The Plan Administrator is a fiduciary to the Plan and has the full discretion to interpret the provisions of the Plan and to make findings of fact. Interpretations and eligibility determination by the Plan Administrator are final and binding on Participants.

        If you want to file a Claim for a Determination of Eligibility because you are not sure whether you are eligible to participate in the Plan or have been told that you are not, see the Claims Procedures Appendix of this SPD.

Section 9. Naming Your Beneficiary

        You designate your beneficiary when you Retire by completing the beneficiary designation section of your enrollment form. If you wish to name more than one beneficiary, you must also indicate the percentage of your benefit that each beneficiary is to receive.

        If you do not name a beneficiary, your Retiree Optional Life Insurance benefit will be paid to the beneficiary you designated when you were an active Employee under the Employee-Paid Life Insurance Plan. If you did not designate a beneficiary under the Employee-Paid Life Insurance Plan, then the Retiree Optional Life Insurance benefit will be paid to the beneficiary you designated under the Retiree Company-Paid Life Insurance Plan. If you did not name a beneficiary under the Retiree Company-Paid Life Insurance Plan, your Retiree Optional Life Insurance benefit will be paid to the beneficiary you designated under the active employee Company-Paid Life Insurance Plan. If you did not name a beneficiary under the active employee Company-Paid Life Insurance Plan, MetLife may determine the beneficiary to be one or more of the following who survive you:

•

Your Spouse or Domestic Partner; or

•

Your children; or

•

Your parent(s); or

•

Your sibling(s).

        If you did not name a beneficiary under the Retiree Company-Paid Life Insurance Plan or while you were an active employee under the active employee Company-Paid Life Insurance Plan, instead of making payment to any of the above, MetLife may pay your estate. Your failure to designate a beneficiary may delay the payment of funds.

        If you wish to change your beneficiary designation, complete a new beneficiary form, available from the Retiree Service Center. A life event (such as Marriage/Domestic Partnership, divorce/termination of Domestic Partnership, etc.) may signal a need to change your beneficiary. Beneficiary changes are not effective until the date received by the Dow Benefits Center, and are subject to the approval of MetLife.

        All beneficiary designations must conform to MetLife's administrative requirements. Your beneficiary designation may be returned to you for you to make changes to it if it does not conform to MetLife's requirements. Beneficiary designations are not effective until MetLife has determined that they conform to MetLife's requirements.

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Section 10. Benefit Payment

        In the event of your death, your beneficiary should contact the Retiree Service Center. A certified death certificate must be provided to MetLife to disburse the life insurance proceeds. See Claims Procedures Appendix of this SPD. Contact the Retiree Service Center at 1-800-344-0661.

Section 11. Accelerated Benefit Option (ABO)

        Under the Accelerated Benefit Option, if you have been diagnosed as having a terminal illness, you may receive a portion of your Retiree Company-Paid Life Insurance and Retiree Optional Life Insurance benefits before death. Having access to life proceeds at this important time could help ease financial and emotional burdens. In order to use ABO, you must be covered for at least $10,000 from your Retiree Company-Paid Life Insurance and/or Retiree Optional Life Insurance. You may receive an accelerated benefit of up to 50 percent (minimum $5,000 and maximum $250,000) of your Retiree Company-Paid Life Insurance and/or Retiree Optional Life Insurance if, as a result of an injury or sickness you are diagnosed as terminally ill, with six months or less to live, and from which there is no reasonable prospect of recovery. A claim form can be obtained from the Retiree Service Center and must be completed and returned for evaluation and approval by MetLife.

Section 12. Funding

        The Plan is funded by an insurance policy underwritten by Metropolitan Life Insurance Company ("MetLife").

        Retirees pay the entire premium for coverage. The benefits under the Retiree Optional Life Insurance Plan and the Retiree Dependent Life Insurance Plan are not combined for experience with the other insurance coverages. Favorable experience under this insurance coverage in a particular year may offset unfavorable experience in prior years. It is not anticipated that there will be any future dividends declared for the Retiree Optional Life Insurance Plan and the Retiree Dependent Life Insurance Plan based on the manner in which the insurer has determined the premium rates.

Joint Insurance Arrangement

        Dorinco Reinsurance Company (Dorinco) and MetLife have entered into an arrangement that has been approved by the U.S. Department of Labor in DOL Opinion Letter 97-24A. Under this arrangement, MetLife has or will write the coverage for the Plan, and Dorinco will assume a percentage of the risk. Under the insurance arrangement between MetLife and Dorinco, MetLife and Dorinco will each be liable to pay the agreed upon percentage of each death benefit claim in respect of a Plan Participant. When a claim for benefits is approved, Dorinco will transfer its percentage of each death benefit claim to Metropolitan. MetLife will then pay the full amount of the claim. If MetLife is financially unable to pay the portion of the claim, Dorinco will be obligated to pay the full amount of the claim directly. Similarly, if Dorinco is financially unable to pay its designated percentage of a particular claim, MetLife will be obligated to pay the entire amount of the claim. Neither MetLife nor Dorinco will charge the Plan any administrative fees, commissions or other consideration as a result of the participation of Dorinco. This joint insurance arrangement does not apply to coverage for Retired Hourly Employees who were employed at Michigan Operations.

Section 13. Your Rights

        You have certain rights under the Retiree Optional Life Insurance Plan and are entitled to certain information by law. Be sure to review the Filing a Claim section, Appealing a Denial of Claims section, Fraud Against the Plan section, Grievance Procedure section, Your Legal Rights section, Welfare Benefits section, Company's Right to Amend, Modify, and Terminate the Plans section, Disposition of Plan Assets if the Plan is Terminated section, For More Information section, Important Note section and ERISA Information section at the end of this SPD.

Section 14. Ending Coverage

        Your Employee-Paid Life Insurance coverage ends on the earlier of:

The date the Group Policy ends;
The date you no longer meet the eligibility requirements of the Plan;
The end of the period for which your last premium has been paid; or
The date you elect to terminate your coverage.

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Section 15 Converting to an Individual Policy

        If your retiree optional life insurance coverage under the Plan ends because you no longer meet the eligibility requirements of the Plan or you elect to terminate your coverage, you may convert the coverage you lost to an individual non-term policy through MetLife. The maximum amount of insurance that may be elected for the new policy is the amount of life insurance in effect for you under the on the date:

•

you no longer meet the eligibility requirements under the retiree optional life insurance provisions provided under the MetLife group policy;or

•

the date you elect to terminate your coverage.

        If your coverage under the MetLife group policy ends because Dow cancels its Group Policy with MetLife or Dow amends the eligibility requirements of the Plan to exclude your work group from eligibility for retiree optional life coverage, you may convert to an individual non-term policy rhough MetLife; provided you were insured under the retiree optional life provisions of the MetLife group policy for at least 5 years immediately prior to losing group coverage. The amount you may convert will be limited to the lesser of:

•

the amount of life insurance that ends under the MetLife group policy less the amount of life insurance for which you become eligible under any other group policy within 31 days after the date your insurance ends under the MetLife group policy; or

•

$2,000.

        You must file a conversion application with MetLife and make the required premium payment to MetLife within 31 days of the date your Dow coverage is lost or decreases. Contact the Dow Retiree Service Center to obtain a form for converting your coverage. Once you have obtained the form, contact the MetLife Conversion Group at 1-800-MET-LIFE or 1-800-638-5433 to file your form, or to obtain further information.

        The cost of this individual coverage will probably be significantly higher than your group plan. Although not required, providing proof of insurability may help reduce your cost.

Chapter Three: Retiree Dependent Life Insurance Plan

        As of January 1, 2005, the following plans were merged into the Retiree Dependent Life Insurance Plan: The Dow Chemical Company Texas Operations Hourly Optional Life Insurance Program's Retiree Dependent Life Insurance Plan; Hampshire Chemical Corporation Hourly Optional Group Life Insurance Program's Retiree Dependent Life Insurance Plan; and ANGUS Chemical Company Hourly Optional Group Life Insurance Program's Retiree Dependent Life Insurance Plan. Such plans no longer exist as separate plans, but are now a part of the Retiree Dependent Life Insurance Plan.

        The Retiree Dependent Life Insurance Plan is referred to in Chapter Three as the "Plan".

        Section 1 applies to Retired Salaried Employees and Certain Retired Hourly Employees
Section 2 through to the remaining sections of Chapter Three apply to all persons eligible for coverage under the Plan

Section 1. Retired Salaried Employees and Certain Retired Hourly Employees

Eligibility

        Section 1 of Chapter Two of this SPD does NOT apply to:

•

Hampshire Hourly Employees who retired from the Waterloo, NY facility on or after March 1, 1988 through December 31, 1999;

•

Hampshire Hourly Employees who retired from the Owensboro, KY or Nashua, NH facilities on or after    March 1, 1988 through December 31, 1998;

•

Hourly Employees who retired from Michigan Operations;

•

Texas Hourly Employees who retired prior to October 1, 1989; and

•

Union Carbide Employees who retired prior to February 7, 2003.

•

Dow AgroSciences Employees who retired prior to January 1, 2006.

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        Except for those populations identified above, if you are a Retiree who, on the day preceding Retirement, was enrolled as an active Employee in a Dependent Life Insurance Plan sponsored by a Participating Employer, you are eligible for continued coverage for your Spouse of Record/Domestic Partner of Record and/or Dependent children who were covered under the active employee plan. In order to be a "Retiree", you must have been at least 50 years old with 10 or more years of Service at the time your employment with Dow terminated.

        If your Spouse of Record/Domestic Partner of Record is eligible to participate in any dependent life insurance plan sponsored by a Participating Employer, either as a Dow Employee or Retiree, each of you may insure the other but only one of you may enroll for coverage for your dependent children. Double coverage is not allowed.

        See Section 3 entitled Dependent Eligibility for who may be covered as a Dependent.

Enrollment

        If you were previously enrolled for Dependent Life Insurance, complete the Dependent Life Insurance section of the Retiree enrollment form. Your continuation coverage will be effective immediately. You must complete the enrollment form and return it to the Dow Benefits Center within 31 days of your Retirement. Failure to return the form within 31 days of your Retirement will result in waiver of coverage.

        If you waive coverage when you Retire, you waive all future rights to participate in the Retiree Dependent Life Insurance Plan.

Dependent Coverage Amounts for Eligible Salaried and Hourly Retirees

        Spouse of Record/Domestic Partner of Record:    If your Spouse of Record/Domestic Partner of Record was covered under your Dependent Life Insurance Plan on the day preceding your Retirement, you may continue coverage equal to $5,000.

        Dependent Children:    For any Dependent child who was covered under your Dependent Life Insurance Plan on the day preceding your Retirement, you may continue coverage equal to $1,000, as long as he or she continues to meet eligibility requirements.

Cost

        You pay the premium for coverage. Your premium for Retiree Dependent Life Insurance is based on the option that you select. The cost for coverage is subject to change, according to Plan experience. Premiums are subject to change. If your premiums are not automatically deducted from payments from the Dow Employees' Pension Plan (DEPP) or the Union Carbide Employees' Pension Plan ("UCEPP"), you must pay your premium within 31days of your bill. If your payment is not postmarked within 31 days of your bill, your coverage will be cancelled.

Section 2. General Eligibility Information

        If you do not meet the above eligibility criteria, check the Plan Document for additional eligible retiree populations.

        The Plan Administrator determines eligibility. The Plan Administrator is a fiduciary to the Plan and has the full discretion to interpret the provisions of the Plan and to make findings of fact. Interpretations and eligibility determination by the Plan Administrator are final and binding on Participants.

        If you want to file a Claim for a Determination of Eligibility because you are not sure whether you are eligible to participate in the Plan or have been told that you are not, see the Claims Procedures Appendix of this SPD.

Section 3. Dependent Eligibility

        You may purchase coverage on the life of your Spouse of Record/Domestic Partner of Record and/or the life of your Dependent child or Dependent children. To be eligible, a Dependent child (age 15 days through 18 years) must be principally supported by you and may be:

•

A natural or legally-adopted child; or

•

A stepchild/Domestic Partner child permanently residing in your household; or

•

A child for whom you or your Spouse/Domestic Partner is the legal guardian, supported solely by you and permanently residing in your household; or

        A Dependent child may continue to be eligible for coverage past age 18 if the child continues to meet all of the requirements and in addition, is incapable of self-sustaining employment because of a mental or physical handicap as defined by applicable law. Proof of such handicap must be sent to MetLife within 31 days after the date the child attains the age limit and at reasonable intervals after such date.

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        A Dependent child may also continue to be eligible for coverage past age 18 if the child continues meets all of the requirements and in addition, is a full time student. Coverage ends for full time students at age 25.

        Generally, a child is NOT a Dependent if he or she is:

•

Already covered as a dependent of another Dow Employee or Dow Retiree. All covered children in a family must be enrolled by the same parent.

•

Married or ever was married.

•

Employed full-time.

•

Age 25 years or older, unless the dependent relationship continues because of a physical or mental handicapping condition. Contact your Retiree Service Center office if this applies to you.

        A Dependent Spouse, Domestic Partner, or child is not eligible if he or she resides outside the United States and Canada, or is in the military.

Section 4. Beneficiary Designation

        You are the beneficiary of the Retiree Dependent Life Insurance Plan. This cannot be changed. The benefits will be paid to you if you survive the Dependent.

        If you do not survive your Dependent, MetLife may pay one or more of the following who survive you:

•

Your Spouse or Domestic Partner; or

•

Your children; or

•

Your parent(s); or

•

Your sibling(s).

        If you do not surviving your Dependent, instead of making payment to any of the above, MetLife may pay your estate. Any payment made by MetLife in good faith will discharge the Plan's liability to the extent of such payment.

Section 5. Benefit Payment

        In the event of the death of your Spouse of Record/Domestic Partner of Record or Dependent child, contact the Retiree Service Center and present a certified copy of your death certificate of your Dependent. See Claims Procedures Appendix of this SPD. Your benefit will be paid in a lump sum. Contact the Retiree Service Center at 1-800-344-0661.

Section 6. Funding

        Retirees pay the entire premium for coverage. The benefits under the Retiree Optional Life Insurance Plan and the Retiree Dependent Life Insurance Plan are not combined for experience with the other insurance coverages. Favorable experience under this insurance coverage in a particular year may offset unfavorable experience in prior years. It is not anticipated that there will be any future dividends declared for the Retiree Optional Life Insurance Plan and the Retiree Dependent Life Insurance Plan based on the manner in which the insurer has determined the premium rates.

Section 7. Joint Insurance Arrangement

        Dorinco Reinsurance Company (Dorinco) and MetLife have entered into an arrangement that has been approved by the U.S. Department of Labor in DOL Opinion Letter 97-24A. Under this arrangement, MetLife has or will write the coverage for the Plan, and Dorinco will assume a percentage of the risk. Under the insurance arrangement between MetLife and Dorinco, MetLife and Dorinco will each be liable to pay the agreed upon percentage of each death benefit claim in respect of a Plan Participant. When a claim for benefits is approved, Dorinco will transfer its percentage of each death benefit claim to MetLife. MetLife will then pay the full amount of the claim. If MetLife is financially unable to pay the portion of the claim, Dorinco will be obligated to pay the full amount of the claim directly. Similarly, if Dorinco is financially unable to pay its designated percentage of a particular claim, MetLife will be obligated to pay the entire amount of the claim. Neither MetLife nor Dorinco will charge the Plan any administrative fees, commissions or other consideration as a result of the participation of Dorinco. This joint insurance arrangement does not apply to coverage for Retired Hourly Employees who were employed at Michigan Operations.

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Section 8. Your Rights

        You have certain rights under the Retiree Dependent Insurance Plan and are entitled to certain information by law. Be sure to review the Filing a Claim section, Appealing a Denial of Claims section, Fraud Against the Plan section, Grievance Procedure section, Your Legal Rights section, Welfare Benefits section, Company's Right to Amend, Modify, and Terminate the Plans section, Disposition of Plan Assets if the Plan is Terminated section, For More Information section, Important Note section and ERISA Information section at the end of this SPD.

Section 9. End of Coverage

Your Dependent Life Insurance coverage ends on the earlier of:

•

The date the Group Policy ends;

•

The date 31 days following the date of your death;

•

The date 31 days following the date you no longer meet the eligibility requirements of the Plan;

•

The date 31 days following the date your Spouse of Record/Domestic Partner of Record or Dependent child no longer meet the eligibility requirements of the Plan;

•

The end of the period for which your last premium has been paid; or

•

The date you elect to terminate your Spouse of Record/Domestic Partner of Record or Dependent child coverage.

If You choose to cancel your coverage you must complete a new enrollment form and return it to the Employee Data Resource Center. If you cancel coverage, you may not re-enroll in the future.

If your Spouse of Record/Domestic Partner of Record or Dependent child no longer meets the eligibility requirements of the Plan, you must notify the Plan in order to receive a reduction in your monthly premium.

Section 10. Converting to an Individual Policy

        If your Spouse of Record/Domestic Partner of Record or Dependent child loses coverage because:

•

of your death; or

•

he or she no longer meets eligibility requirements;

•

you have elected to terminate your Spouse of Record/Domestic Partner of Record or Dependent child coverage;

their coverage may be converted to an individual non-term policy through MetLife, Inc. without having to prove insurability. (In the case of minor children, the parent or legal guardian may act on their behalf.)

        If your Spouse of Record/Domestic Partner of Record or Dependent child loses coverage under the Retiree Dependent Life Insurance Plan because Dow has cancelled the dependent life coverage under the group policy with MetLife, or Dow has amended the eligibility requirements of the Plan to exclude you or your dependents from eligibility under the Plan, you may convert coverage to an individual non-term MetLife policy for your Dependent; provided you have been enrolled in coverage for your Dependent under the Retiree Dependent Life Insurance Plan for at least 5 years immediately prior to the date the MetLife group coverage for our Dependent ended. The amount that may be converted is limited to the lesser of:

•

the amount of Life Insurance for the Dependent that ends under the MetLife group policy less the amount of life insurance for Dependents for which you become eligible under any group policy within 31 days after the date insurance ends under the Retiree Dependent Life Insurance provisions of the MetLife group policy; or

•

$2,000.

        A conversion application must be filed and the required premium payment made to MetLife within 31 days of loss of coverage. Your Spouse of Record/Domestic Partner of Record or Dependent child's guardian should contact the Dow Retiree Service Center to obtain a form for converting the coverage. Once the form has been obtained, he or she should contact the MetLife Conversion Group at 1-800-MET-LIFE or 1-800-638-5433.

        The cost of this individual coverage will probably be significantly higher than the group plan. Although not required, providing proof of insurability may help reduce the cost.

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Section 11. Filing a Claim

        See Claims Procedures Appendix of this SPD.

Section 12. Appealing a Denial of Claim

        See Claims Procedures Appendix of this SPD.

Section 13. Fraud Against the Plan

        Any Plan Participant who intentionally misrepresents information to the Plan or knowingly misinforms, deceives or misleads the Plan or knowingly withholds relevant information may have his/her coverage cancelled retroactively to the date deemed appropriate by the Plan Administrator. Further, such Plan Participant may be required to reimburse the Plan for Claims paid by the Plan. The employer may determine that termination of employment is appropriate and the employer and/or the Plan may choose to puruse civil and/or criminal action. The Plan Administrator may determine that the Participant is no longer eligible for coverage under the Plan because of his or her actions.

Section 14. Grievance Procedure

        If you want to appeal the denial of a claim for benefits, see Claims Procedures Appendix of this SPD.

        If you feel that anyone is discriminating against you for exercising your rights under these Plans, or if you feel that someone has interfered with the attainment of any right to which you feel you are entitled under these Plans, or if you you feel that the Plan Administrator has denied you any right you feel that you have under these Plans, you must notify the Plan Administrator (listed in the "ERISA Information" section of this SPD) in writing within 90 days of the date of the alleged wrongdoing. The Plan Administrator will investigate the allegation and respond to you in writing within 120 days. If the Plan Administrator determines that your allegation has merit, the Plan Administrator will either correct the wrong (if it was the Plan which did the wrong), or will make a recommendation to the Plan Sponsor or Participating Employer if any of them have been alleged to be responsible for the wrongdoing. If the Plan Administrator determines that your allegation is without merit, you may appeal the Plan Administrator's decision. You must submit written notice of your appeal to the Plan

        Administrator within 60 days of receipt of the Plan Administrator's decision. Your appeal will be reviewed and you will receive a written response within 60 days, unless special circumstances require an extension of time. (The Plan Administrator will give you written notice and reason for the extension.) In no event should the decision take longer than 120 days after receipt of your appeal. If you are not satisfied with the Plan Administrator's response to your appeal, you may file suit in court. If you file a lawsuit, you must do so within 120 days from the date of the Plan Administrator's written response to your appeal. Failure to file a lawsuit within the 120 day period will result in your waiver of your right to file a lawsuit.

Section 15. Your Legal Rights

        When you are a Participant in the Retiree Company-Paid, Retiree Optional or Retiree Dependent Life Insurance Plans, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). This law requires that all Plan Participants must be able to:

•

Examine, without charge, at the Plan Administrator's office and at other specified locations, the Plan Documents and the latest annual reports filed with the U.S. Department of Labor and available at the Public Disclosure Room of the Pension and Welfare Benefit Administration.

•

Obtain, upon written request to the Plan Administrator, copies of the Plan Documents and Summary Plan Descriptions. The Administrator may charge a reasonable fee for the copies.

•

Receive a summary of each Plan's annual financial report. The Plan Administrator is required by law to furnish each Participant with a copy of this summary annual report.

        In addition to creating rights for you and all other Plan Participants, ERISA imposes duties on the people who are responsible for operating an employee benefit plan. The people who operate the Plans, called "fiduciaries" of the Plans, have a duty to act prudently and in the interest of you and other Plan Participants and beneficiaries.

        No one, including your employer or any other person, may discharge you or otherwise discriminate against you in any way to prevent you from obtaining a Plan benefit, or from exercising your rights under ERISA. If you have a claim for benefits

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that is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

        Under ERISA, there are steps you can take to enforce the legal rights described above. For instance, if you request materials from one of the Plans and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you must file a written appeal within the time period specified in the Plan's Claims Procedures. Failure to comply with the Plan's claims procedures may significantly jeopardize your rights to benefits. If you are not satisfied with the final appellate decision, you may file suit in Federal court. If you file a lawsuit, you must do so within 120 days from the date of the Claims Administrator's or the Plan Administrator's final written decision (or the deadline the Claims Administrator or Plan Administrator had to notify you of a decision). Failure to file a lawsuit within the 120 day period will result in your waiver of your right to file a lawsuit. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

        If it should happen that plan fiduciaries misuse one of the Plan's money, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. If you file a lawsuit, you must do so within 120 days from the date of the alleged misuse. Failure to file a lawsuit within the 120 day period will result in your waiver of your right to file a lawsuit.

        If you feel that anyone is discriminating against you for exercising your rights under this benefit plan, or if you feel that someone has interfered with the attainment of any right to which you feel you are entitled under any of the Plans, you must notify the Plan Administrator listed in the "ERISA Information" section of this SPD in writing within 120 days of the date of the alleged wrongdoing. The Plan Administrator will investigate the allegation and respond to you in writing within 120 days. If the Plan Administrator determines that your allegation has merit, the Plan Administrator will either correct the wrong, if it was the Plan which did the wrong, or will make a recommendation to the Plan Sponsor or Participating Employer if any of them have been alleged to be responsible for the wrongdoing. If the Plan Administrator determines that your allegation is without merit, you may appeal the Plan Administrator's decision. You must submit written notice of your appeal to the Plan Administrator within 60 days of receipt of the Plan Administrator's decision. Your appeal will be reviewed and you will receive a written response within 60 days. If you are not satisfied with the Plan Administrator's response to your appeal, you may file suit in Federal court. If you file a lawsuit, you must do so within 120 days from the date of the Plan Administrator's written response to your appeal. Failure to file a lawsuit within the 120 day period will result in your waiver of your right to file a lawsuit.

        If you have any questions about the Program, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, you should contact the nearest Office of the Pension and Welfare Benefits Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Pension and Welfare Benefits Administration.

Section 16. Welfare Benefits

        Welfare benefits, such as the Retiree Company-Paid Life Insurance Plan, Retiree Optional Life Insurance Plan and Retiree Dependent Life Insurance Plan, are not required to be guaranteed by a government agency.

Section 17. The Company's Right to Amend, Modify, and Terminate the Plans

        The Company reserves the right to amend, modify or terminate the Retiree Company-Paid Life Insurance Plan, Retiree Optional Life Insurance Plan and Retiree Dependent Life Insurance Plan at any time at its sole discretion. Amendments, modifications, or termination of the any of the Plans that have a financial impact of U.S. $10 million or more to The Dow Chemical Company (Company) in any single year require the approval of the Board of Directors of the Company or any committee of the Company that the Board may authorize to act on its behalf. Amendments, modifications, or termination of any of the Plans that have a financial impact of less than U.S. $10 million to the Company in any single year must be signed by the President or a Vice President of the Company and reviewed by the applicable Plan Administrator and an attorney in the Company's Legal Department. Certain modifications or amendments of the Plans which the Company deems necessary or appropriate to conform the Plans to, or satisfy the conditions of, any law, governmental regulation or ruling, and to permit the

198

Plans to meet the requirements of the Internal Revenue Code may be made retroactively if necessary. Other amendments or modifications may also be made retroactively effective.

Section 18. Disposition of Plan Assets if the Plans are Terminated

        The Company may terminate any of the Plans at any time at its sole discretion. If the Company terminates a Plan, the assets of the Plan, if any, shall not be used by the Company, but may be used in any of the following ways:

1)

to provide benefits for Participants in accordance with the Plan, and/or

2)

to pay third parties to provide such benefits, and/or

3)

to pay expenses of the Plan and/or the Trust holding the Plan's assets, and/or

4)

to provide cash for Participants, as long as the cash is not provided disproportionately to officers, shareholders, or Highly Compensated Employees.

Section 19. Class Action Lawsuits

        Legal actions against the Plan must be filed in federal court. Class action lawsuits must be filed either 1) in the jurisdiction in which the Plan is administered (Michigan) or 2) the jurisdiction where the largest number of putative members of the class action reside. This provision does not waive the requirement to exhaust administrative remedies before the filing of a lawsuit.

Section 20. For More Information

        If you have questions, contact the Retiree Service Center, The Dow Chemical Company, Employee Development Center, Midland, Michigan 48674; Phone (800) 344-0661.

Section 21. Important Note

        This booklet is the summary plan description (SPD) for The Dow Chemical Company Group Life Insurance Program's Retiree Company-Paid Life Insurance Plan, The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program's Retiree Optional Life Insurance Plan, and The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program's Retiree Dependent Life Insurance Plan. However, it is not all-inclusive and it is not intended to take the place of each Plan's legal documents. In case of conflict between this SPD and the applicable Plan Document, the applicable Plan Document will govern.

        The Plan Administrator and the Claims Administrator are Plan fiduciaries. The Plan Administrator has the full and complete discretion to interpret and construe all of the provisions of the Plans for all purposes except to make Claims for Plan Benefits determinations, which discretion is reserved for the Claims Administrator, and such interpretation shall be final, conclusive and binding. The Plan Administrator also has the full and complete discretion to make findings of fact for all purposes except to make Claims for Plan Benefits determinations, which discretion is reserved for the Claims Administrator, and the Plan Administrator has the full authority to apply those findings of fact to the provisions of the Plans. All findings of fact made by the Plan Administrators shall be final, conclusive and binding. The Plan Administrator has the full and complete discretion to decide whether or not it is making a Claims for Plan Benefits determination. For a detailed description of the Plan Administrator's authority, see the applicable Plan Document.

        For the purpose of making Claims for Plan Benefits determinations, the Claims Administrator has the full and complete discretion to interpret and construe the provisions of the Plans, and such interpretation shall be final, conclusive and binding. For the purpose of making Claims for Plan Benefits determinations, the Claims Administrator also has the full and complete discretion to make findings of fact and to apply those findings of fact to the provisions of the Plans. All findings of fact made by the Claims Administrator shall be final, conclusive and binding. For a detailed description of the Claims Administrator's authority, see the applicable Plan Document.

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ERISA INFORMATION
The Dow Chemical Company Group Life Insurance Program's
Retiree Company-Paid Life Insurance Plan
(A Welfare Benefit Plan)

Plan Sponsor:	The Dow Chemical Company Employee Development Center Midland, MI 48674 1-877-623-8079
Employer Identification Number:	38-1285128
Plan Number:	507
Group Policy Number:	11700-G
Plan Administrator and Fiduciary:	The Dow Chemical Company Employee Development Center Midland, MI 48674 1-877-623-8079
To Apply For A Benefit Contact:	See Claims Procedures Appendix to this SPD
To Appeal A Benefit Determination, File with:	See Claims Procedures Appendix to this SPD
To Serve Legal Process, File With:	General Counsel The Dow Chemical Company c/o HR Legal Department 2030 Dow Center Midland, MI 48674
Claims Administrator and Fiduciary:	Metropolitan Life Insurance Company administers claims under a group policy issued to The Dow Chemical Company
	Metropolitan Life Insurance Company Group Life Claims Oneida County Industrial Park Utica, NY 13504-6115
Plan Year:	The Plan's fiscal records are kept on a plan year beginning January 1 and ending December 31.
Funding:	Except for Plan Option I, the Participating Employers pay the entire premium for the Plan. For Plan Option I, the Retiree and the Participating Employer share the premiums. Benefits are funded through a group insurance contract with Metropolitan Life Insurance Company. The assets of the Plans may be used at the discretion of the Plan Administrator to pay for any benefits provided under the Plans, as the Plans may be amended from time to time, as well as to pay for any expenses of the Plans. Such expenses may include, and are not limited to, consulting fees, actuarial fees, attorney's fees, third party administrator fees, and other administrative expenses.

200

Plan Sponsor:	The Dow Chemical Company Employee Development Center Midland, MI 48674 1-877-623-8079
Employer Identification Number:	38-1285128
Plan Number:	515
Group Policy Number:	11700-G
Plan Administrator and Fiduciary:	The Dow Chemical Company Employee Development Center Midland, MI 48674 1-877-623-8079
To Apply For A Benefit:	See Claims Procedures Appendix to this SPD
To Appeal A Benefit Determination:	See Claims Procedures Appendix to this SPD
To Serve Legal Process, File With:	The Dow Chemical Company c/o HR Legal Department 2030 Dow Center Midland, MI 48674
Claims Administrator and Fiduciary:	Metropolitan Life Insurance Company administers claims under a group policy issued to The Dow Chemical Company.
	Metropolitan Life Insurance Company Group Life Claims Oneida County Industrial Park Utica, NY 13504-6115
Plan Year:	The Plan's fiscal records are kept on a plan year beginning January 1 and ending December 31.
Funding:	Retirees pay the entire premium for the Plan. Benefits are funded through a group insurance contract with Metropolitan Life Insurance Company. The assets of the Plan may be used at the discretion of the Plan Administrator to pay for any benefits provided under the Plan, as the Plan may be amended from time to time, as well as to pay for any expenses of the Plan. Such expenses may include, and are not limited to, consulting fees, actuarial fees, attorneys fees, third party administrator fees, and other administrative expenses.

201

Joint Insurance Arrangement:	Dorinco and MetLife have entered an arrangement approved by the U.S. Department of Labor (DOL Advisory Opinion Letter 97-24A) in which if MetLife is insolvent, the entire life insurance benefit will be paid by Dorinco. If Dorinco is insolvent, the entire life insurance benefit will be paid by Metropolitan.
	Dorinco's address is:
	Dorinco Reinsurance Company     1320 Waldo Avenue     Dorinco Building     Midland, MI 48642

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ERISA Information
The Dow Chemical Company
Employee-Paid and Dependent Life Insurance Program's
Retiree Dependent Life Insurance Plan
(Welfare Benefit Plans)

Plan Sponsor:	The Dow Chemical Company Employee Development Center Midland, MI 48674 1-800-336-4456
Employer Identification Number:	38-1285128
Plan Number:	515
Group Policy Number:	11700-G
Plan Administrator and Fiduciary:	The Dow Chemical Company Employee Development Center Midland, MI 48674 1-877-623-8079
To Apply For A Benefit:	See Claims Procedures Appendix to this SPD
To Appeal A Benefit Determination:	See Claims Procedures Appendix to this SPD
To Serve Legal Process, File With:	General Counsel The Dow Chemical Company c/o HR Legal Department 2030 Dow Center Midland, MI 48674
Claims Administrator and Fiduciary:	Metropolitan Life Insurance Company administers claims under a group policy issued to The Dow Chemical Company.
	Metropolitan Life Insurance Company Group Life Claims Oneida County Industrial Park Utica, NY 13504-6115
Plan Year:	The Plan's fiscal records are kept on a plan year beginning January 1 and ending December 31.
Funding:	Retirees pay the entire premium for the Plan. Benefits are funded through a group insurance contract with Metropolitan Life Insurance Company. The assets of the Plan may be used at the discretion of the Plan Administrator to pay for any benefits provided under the Plan, as the Plan may be amended from time to time, as well as to pay for any expenses of the Plan. Such expenses may include, and are not limited to, consulting fees, actuarial fees, attorneys fees, third party administrator fees, and other administrative expenses.

203

Joint Insurance Arrangement:	Dorinco and MetLife have entered an arrangement approved by the U.S. Department of Labor (DOL Advisory Opinion Letter 97-24A) in which if MetLife is insolvent, the entire life insurance benefit will be paid by Dorinco. If Dorinco is insolvent, the entire life insurance benefit will be paid by Metropolitan.
	Dorinco's address is:
	Dorinco Reinsurance Company     1320 Waldo Avenue     Dorinco Building     Midland, MI 48642

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CLAIMS PROCEDURES APPENDIX

Summary Plan Descriptions of the life insurance plans sponsored by
The Dow Chemical Company

You Must File a Claim in Accordance with These Claims Procedures

        A "Claim" is a written request by a claimant for a Plan benefit or an Eligibility Determination. There are two kinds of Claims:

A Claim for Plan Benefits is a request for benefits covered under the Plan.

An Eligibility Determination is a kind of Claim. It is a request for a determination as to whether a claimant is eligible to be a Participant or covered Dependent under the Plan.

        You must follow the claims procedures for either CLAIMS FOR PLAN BENEFITS or CLAIMS FOR AN ELIGIBILITY DETERMINATION, whichever applies to your situation. See applicable sections below entitled CLAIMS FOR PLAN BENEFITS and CLAIMS FOR ELIGIBILITY DETERMINATIONS.

Who Will Decide Whether to Approve or Deny My Claim?

        The Dow Chemical Company will approve or deny a Claim for an Eligibility Determination. The initial determination is made by the Dow Benefit Center. If you appeal, the appellate decision is made by the Director of Global Benefits.

        MetLife will approve or deny a Claim for Plan Benefits. MetLife is the Claims Administrator for both the initial determination and (if there is an appeal), the appellate determination.

An Authorized Representative May Act on Your Behalf

        An Authorized Representative may submit a Claim on behalf of a Plan Participant. The Plan will recognize a person as a Plan Participant's "Authorized Representative" if such person submits a notarized writing signed by the Participant stating that the Authorized Representative is authorized to act on behalf of such Participant. A court order stating that a person is authorized to submit Claims on behalf of a Participant will also be recognized by the Plan.

Authority of the Administrators and Your Rights Under ERISA

        The Administrators have the full, complete, and final discretion to interpret the provisions of the Plan and to make findings of fact in order to carry out their respective Claims decision-making responsibilities.

        Interpretations and claims decisions by the Administrators are final and binding on Participants. If you are not satisfied with an Administrator's final appellate decision, you may file a civil action against the Plan under s. 502 of the Employee Retirement Income Security Act (ERISA) in a federal court. If you file a lawsuit, you must do so within 120 days from the date of the Administrator's final written decision. Failure to file a lawsuit within the 120 day period will result in your waiver of your right to file a lawsuit.

CLAIMS FOR PLAN BENEFITS

Information Required In Order to Be a "Claim":

        For Claims that are requests for Plan benefits, the claimant must complete a MetLife claims form. Call the Retiree Service Center to obtain a form 1-800-344-0661. In addition, you must attach a certified death certificate (must be certified by the government authority, as exhibited by a "raised seal" on the certificate). You may request assistance from the Dow Benefits Center (1-989-636-9556) if you need help completing the MetLife claims form.

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        Once you have completed the MetLife claims form, you must send it and the certified death certificate to:

Dow Benefits Center
The Dow Chemical Company
Employee Development Center
Midland, MI 48674

Attention: Administrator for the life insurance plans of The Dow Chemical Company and certain of its subsidiaries.

        The Dow Benefits Center will review and sign your completed MetLife claims form and forward the form and death certificate to:

Metropolitan Life Insurance Company
Group Life Claims
Oneida Country Industrial Park
Utica, NY 13504-6115

Attention: Claims Administrator for the life insurance plans of The Dow Chemical
Company and certain of its subsidiaries.

CLAIMS FOR DETERMINATION OF ELIGIBILITY

Information Required In Order to Be a "Claim":

        For Claims that are requests for Eligibility Determinations, the Claims must be in writing and contain the following information:

•

State the name of the Employee, and also the name of the person (Employee, Spouse of Record/Domestic Partner of Record, Dependent child, as applicable) for whom the Eligibility Determination is being requested

•

Name the benefit plan for which the Eligibility Determination is being requested

•

If the Eligibility Determination is for the Employee's Dependent, describe the relationship for whom an Eligibility Determination is being requested to the Employee (eg. Spouse of Record/Domestic Partner of Record, Dependent child, etc.)

•

Provide documentation of such relationship (eg. marriage certificate/statement of Domestic Partnership, birth certificate, etc)

Claims for Eligibility Determinations must be filed with:

Dow Benefits Center
The Dow Chemical Company
Employee Development Center
Midland, MI 48674

Attention: Administrator for the life insurance plans of The Dow Chemical Company and
certain of its subsidiaries. (Eligibility Determination)

INITIAL DETERMINATIONS

        If you submit a Claim for Plan Benefits or a Claim for Eligibility Determination to the applicable Administrator, the applicable Administrator will review your Claim and you notify you of its decision to approve or deny your Claim. Such notification will be provided to you in writing within a reasonable period, not to exceed 90 days of the date you submitted your claim; except that under special circumstances, the Administrator may have up to an additional 90 days to provide you such written notification. If the Administrator needs such an extension, it will notify you prior to the expiration of the initial 90 day period, state the reason why such an extension is needed, and indicate when it will make its determination. If the applicable Administrator denies the Claim, the written notification of the Claims decision will state the reason(s) why the Claim was denied and refer to the pertinent Plan provision(s). If the Claim was denied because you did not file a complete Claim or because the Administrator needed additional information, the Claims decision will state that as the reason for denying the Claim and will explain why such information was necessary.

206

APPEALING THE INITIAL DETERMINATION

        If the applicable Administrator has denied your Claim for Plan Benefits or Claim for Eligibility Determination, you may appeal the decision. If you appeal the Administrator's decision, you must do so in writing within 60 days of receipt of the Administrator's determination, assuming that there are no extenuating circumstances, as determined by the applicable Administrator. Your written appeal must include the following information:

•

Name of Employee

•

Name of Dependent or beneficiary, if the Dependent or beneficiary is the person who is appealing the Administrator's decision

•

Name of the benefit Plan

•

Reference to the Initial Determination

•

Explain reason why you are appealing the Initial Determination

Send appeals of Eligibility Determinations to:

Director of Global Benefits
The Dow Chemical Company
Employee Development Center
Midland, MI 48674

Attention: Administrator for the life insurance plans of The Dow Chemical Company and
certain of its subsidiaries. (Appeal of Eligibility Determination)

Send appeals of benefit denials to:

Metropolitan Life Insurance Company
Group Life Claims
Oneida County Industrial Park
Utica, NY 13504-6115

Attention: Claims Administrator for the life insurance plans of The Dow Chemical Company
and certain of its subsidiaries. (Appellate Review)

        You may submit any additional information to the applicable Administrator when you submit your request for appeal. You may also request that the Administrator provide you copies of documents, records and other information that is relevant to your Claim, as determined by the applicable Administrator under applicable federal regulations. Your request must be in writing. Such information will be provided at no cost to you.

        After the applicable Administrator receives your written request to appeal the initial determination, the Administrator will review your Claim. Deference will not be given to the initial adverse decision, and the appellate reviewer will look at the Claim anew. The person who will review your appeal will not be the same person as the person who made the initial decision to deny the Claim. In addition, the person who is reviewing the appeal will not be a subordinate who reports to the person who made the initial decision to deny the Claim. The Administrator will notify you in writing of its final decision. Such notification will be provided within a reasonable period, not to exceed 60 days of the written request for appellate review, except that under special circumstances, the Administrator may have up to an additional 60 days to provide written notification of the final decision. If the Administrator needs such an extension, it will notify you prior to the expiration of the initial 60 day period, state the reason why such an extension is needed, and indicate when it will make its determination. If the Administrator determines that it does not have sufficient information to make a decision on the Claim prior to the expiration of the initial 60 day period, it will notify you. It will describe any additional material or information necessary to submit to the Plan, and provide you with the deadline for submitting such information. The initial 60 day time period for the Administrator to make a final written decision, plus the 60 day extension period (if applicable) are tolled from the date the notification of insufficiency is sent to you until the date on which it receives your response. ("Tolled" means the "clock or time is stopped or suspended". In other words, the deadline for the Administrator to make its decision is "put on hold" until it receives the requested information). The tolling period ends when the Administrator receives your response, regardless of the adequacy of your response.

        If the Administrator has determined to that its final decision is to deny your Claim, the written notification of the decision will state the reason(s) for the denial and refer to the pertinent Plan provision(s).

207

DEFINITIONS APPENDIX

        See Plan Document for additional definitions. A pronoun or adjective in the masculine gender includes the feminine gender, and the singular includes the plural, unless the context clearly indicates otherwise.

"Actively at Work" or "Active Work" means that you are performing all of the usual and customary duties of your job with the Participating Employer on a Full Time or Less-Than Full Time basis. This must be done at:

a.

the Participating Employer's place of business; or;

b.

an alternate place approved by the Participating Employer; or

c.

a place to which the Participating Employer's business requires you to travel.

You will be deemed to be Actively at Work during weekends or Participating Employer approved vacations, holidays or business closures if you were Actively at Work on the last scheduled work day preceding such time off.

"Administrator" means either the Plan Administrator or the Claims Administrator.

"Bargained-for" or "Hourly" individual means an individual who is represented by a collective bargaining unit that is recognized by the Company or Participating Employer.

"Claim" means a request by a claimant for a plan benefit or an Eligibility Determination that contains at a minimum, the information described in the Claims Procedures Appendix of the applicable SPD.

"Claim for an Eligibility Determination" means a Claim requesting a determination as to whether a claimant is eligible to be a Participant under a Plan.

"Claim for a Plan Benefit" means a Claim requesting that the Plan pay for benefits covered under a Plan.

"Claims Administrator" means Metropolitan Life Insurance Company with whom the Company has contracted to perform certain services under the Program.

"Code" means the Internal Revenue code of 1986, as amended from time to time. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation which amends, supplements or replaces such section or subsection.

"Company" means The Dow Chemical Company, a corporation organized under the laws of Delaware.

"Domestic Partner" means a person who is a member of a Domestic Partnership.

"Domestic Partnership" means two people claiming to be "domestic partners" who meet all of the following requirements:

a.

the two people must have lived together for at least twelve (12) consecutive months immediately prior to receiving coverage for benefits under the Plan, and

b.

the two people are not Married to other persons, and

c.

the two people are each other's sole domestic partner in a committed relationship similar to a legal Marriage relationship and intend to remain in the relationship indefinitely, and

d.

if the two people reside in a state or municipality which provides for registration of domestic partners, they have so registered, and have provided the Plan Administrator with evidence of such registration, and

e.

each of the two people must be legally competent and able to enter into a ctonract, and

f.

the two people are not related to each other in a way which would prohibit legal Marriage between opposite sex individuals, and

g.

in entering the relationship with each other, neither of the two people are acting fraudulently or under duress, and

h.

the two people are financially interdependent with each other, and

i.

each of the two people has signed a statement acceptable to the Plan Administrator, and has provided it to the Plan Administrator

208

"Dow" means a Participating Employer or collectively, to the Participating Employers, as determined by the context of the sentence in which it is used, as such is interpreted by the Plan Administrator or his delegee.

"Employee" means a person who:

a.

is employed by a Participating Employer to perform personal services in an employer-employee relationship which is subject to taxation under the Federal Insurance Contribution Act or similar federal statute; and

b.

receives payment for services performed for the Participating Employer directly from the Company's U.S. Payroll Department, or another Participating Employer's U.S. Payroll Department; and

c.

is either a Salaried individual who is classified by the Participating Employer as having "regular full-time status or "less-than-full-time status', or a Bargained-for individual who is classified by the Participating Employer as having "regular full -time active status", and

d.

if Localized, is Localized in the U.S., and

e.

if on an international assignment, is either a U.S. citizen or Localized in the U.S..

The definition of "Employee" does not include an individual who performs services for the benefit of a Participating Employer if his compensation is paid by an entity or source other than the Company's U.S. Payroll Department or another Participating Employer's U.S. Payroll Department. Further, the definition of "Employee" does not include any individual who is characterized by the Participating Employer as an independent contractor, contingent worker, consultant, contractor, or similar term. These individuals are not "Employees" (with a capital "E") for purposes of the Plan even if such an individual is determined by a court or regulatory agency to be a "common law employee" of a Participating Employer.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"Full-Time" Employee means an Employee who has been classified by a Participating Employer as having "full-time" status.

"Hourly" Employee means an Employee who is represented by a collective bargaining unit that is recognized by the Company or other Participating Employer.

"Less-Than-Full-Time Employee" means an Employee who has been classified by a Participating Employer as having "less-than-full-time status".

"Localized" means that a Participating Employer has made a determination that an Employee is permanently relocated to a particular country, and the Employee has accepted such determination. For example, a Malaysian national is "Localized" to the U.S. when a Participating Employer has determined that such Employee is permanently relocated to the U.S., and such Employee has accepted such determination.

"Married" or "Marriage" means a legally valid marriage between a man and a woman recognized by the state in which the man and the woman reside.

"Participating Employer" means the Company or any other corporation or business entity the Company authorizes to participate in the Program with respect to its Employees.

"Plan" means either the Retiree Company-Paid Life Insurance Plan (for Salaried Retirees and Retirees of Certain Hourly Groups), which is a component of The Dow Chemical Company Group Life Insurance Program (ERISA Plan #507); or the Retiree Optional Life Insurance Plan or the Retiree Dependent Life Insurance Plan, which are components of The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program (ERISA Plan #515); whichever the case may be.

"Plan Administrator" means the Company or such person or committee as may be appointed from time to time by the Company to serve at its pleasure.

209

"Plan Document" means either the plan document for The Dow Chemical Company Group Life Insurance Program or The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program, whichever the case may be.

"Program" means either The Dow Chemical Company Group Life Insurance Program (ERISA Plan #507) or The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program (ERISA Plan #515), whichever the case may be.

"Program Year" means the 12-consecutive-month period ending each December 31.

"Retire" or "Retirement" means when an active Employee who is age 50 or older with 10 or more years of Service terminates employment with a Participating Employer who is also a "Retiree".

"Retiree" means an Employee who is age 50 or older with 10 or more years of Service when his employment terminated with a Participating Employer and is eligible to receive a pension under the Dow Employees' Pension Plan and was a Participant in the Program on the day preceding Retirement. An Employee who is receiving, or has received a benefit, under the 1993 Special Separation Payment Plan who is 50 or older at the time he leaves active employment with Dow, regardless of years of Service, is also a "Retiree".

"Retiree" also means an Employee who is age 50 or older with 10 or more years of Service when his employment terminated with a Participating Employer, terminated employment with the Participating Employer on or after February 6, 2003, is eligible to receive a pension under the terms of the Union Carbide Employees' Pension Plan, and was a Participant in the Program on the day preceding termination of employment with the Participating Employer.

"Retiree" also means an Employee who was enrolled in The Dow Chemical Company Executive Split Dollar Life Insurance Plan, terminated employment with Dow Chemical Canada Inc. on or after October 1, 2003 at age 50 or older with 10 or more years of Service, is eligible to receive a pension from the pension plan sponsored by Dow Chemical Canada Inc., and signed a waiver of all his rights under The Dow Chemical Company Executive Split Dollar Life Insurance Agreement between himself and The Dow Chemical Company.

"Salaried" means an individual who is not represented by a collective bargaining unit.

"Service" means:

With respect to a Retiree who is eligible to receive a pension from the Dow Employees' Pension Plan, "Service" means either Eligibility Service" or "Credited Service" recognized under the Dow Employees' Pension Plan, whichever is greater. With respect to a Retiree who is eligible to receive a pension from the Union Carbide Employees' Pension Plan, "Service" means "Eligibility Service" or "Credited Service" recognized under the Union Carbide Employees' Pension Plan, whichever is greater.

"Spouse" means a person who is Married to the Employee.

"SPD" means the Summary Plan Description.

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EXHIBIT 10(t)

EX-10.(DD)

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EXHIBIT 10(dd)

The Dow Chemical Company
Elective Deferral Plan
Effective for Deferrals after January 1, 2005

ARTICLE I
   
PURPOSE AND EFFECTIVE DATE

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 and certain subsidiaries 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 deferrals made hereunder on or after January 1, 2005, and is intended to comply with the provisions of Section 409A of the Internal Revenue Code. 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 Separation from Service.

Amendments were made to the Plan on January 10, 2005 and March 11, 2005 to further comply with the provisions of Section 409A of the Internal Revenue Code, and a minor amendment was made to the Plan on January 23, 2006. On September 1, 2006, the Plan was amended to further comply with the provisions of Section 409A of the Internal Revenue Code and, effective September 1, 2006 and January 1, 2007, to change the Hypothetical Investment Benchmarks. On November 1, 2006, the Plan was amended for Change of Control language.

ARTICLE II
  
DEFINITIONS

        For the purposes of this Plan, the following words and phrases shall have the meanings indicated, unless the context clearly indicates otherwise:

        Section 2.01    Administrator.    "Administrator" means the Retirement Board appointed under the Dow Employees' Pension Plan.

        Section 2.02    Base Salary.    "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) deferrals pursuant to Section 4.02 and (B) contributions made on his or her behalf to any qualified plan maintained by any Company or to any cafeteria plan under Section 125 of the Internal Revenue Code maintained by any Company.

        Section 2.03    Base Salary Deferral.    "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 4.02.

        Section 2.04    Beneficiary.    "Beneficiary" means the person, persons or entity designated by the Participant to receive any benefits payable under the Plan pursuant to Article VIII.

        Section 2.05    Board.    "Board" means the Board of Directors of The Dow Chemical Company.

        Section 2.06    Change of Control.    For purposes of this Plan, a "Change of Control" shall be deemed to have occurred on: (a) the date that any one person, or more than one person acting as a group acquires, ownership of stock of The Dow Chemical Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of The Dow Chemical Company, (b) the date that a majority of the members of the Board of Directors of The Dow Chemical Company is replaced during any 12-month period by directors whose

211

appointment or election is not endorsed by a majority of the directors before the date of the appointment or election, (c) the date that 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 Dow Chemical Company possessing 35% or more of the total voting power of the stock of such corporation, (d) the date that 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) assets from The Dow Chemical Company that has a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of The Dow Chemical Company immediately before such acquisition or acquisitions, provided that the following asset transfers shall not result in a Change of Control: (i) a transfer of assets to a stockholder of The Dow Chemical Company in exchange for or with respect to its stock, (ii) a transfer to a corporation, 50% or more of the total value or voting power of which is owned, directly or indirectly, by The Dow Chemical Company, (iii) a transfer to a person, or more than one person acting as a group, that owns 50% or more of the stock of The Dow Chemical Company, or (iv) a transfer to an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (iii). This definition of "Change of 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 Section 409A of the Internal Revenue Code of 1986, as amended, and any subsequent authority issued pursuant thereto, and no corporate event shall be considered a Change of Control unless it meets such requirements.

        Section 2.07    Common Stock.    "Common Stock" means the common stock of The Dow Chemical Company.

        Section 2.08    Company.    "Company" means The Dow Chemical Company, its successors, any subsidiary or affiliated organizations authorized by the Board or the Administrator 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.

        Section 2.09    Deferral Account.    "Deferral Account" means the notional account established for record keeping purposes for each Participant pursuant to Article VI.

        Section 2.10    Deferral Period.    "Deferral Period" is defined in Section 4.02.

        Section 2.11    Deferred Amount.    "Deferred Amount" is defined in Section 4.02.

        Section 2.12    Designee.    "Designee" shall mean The Dow Chemical Company's Global Compensation & Benefits Department to whom the Administrator has delegated the authority to take action under the Plan.

        Section 2.13    Disability.    "Disability" means a Participant who is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or is (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company. The Administrator, 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 Administrator to confirm Disability. On the basis of such medical evidence, the determination of the Administrator as to whether or not a condition of Disability exists or continues shall be conclusive.

        Section 2.14    Eligible Compensation.    "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.

        Section 2.15    Eligible Employee.    "Eligible Employee" means an employee of any Company who: (i) is a United States employee or an expatriate who is paid from one of The Dow Chemical Company's U.S. entities, (ii) is a member of the functional specialist/functional leader or global leadership job families, (iii) has a job level of L2 or higher, (iv) is eligible for participation in the Savings Plan, (v) is designated by the Administrator as eligible to participate in the Plan as of September 30 for deferral of Base Salary and Performance Awards, and (vi) qualifies as a member of the "select group of management or highly compensated employees" under ERISA. For purposes of Section 7.15, Discretionary Company Contributions, only, "Eligible Employee" also means an employee who: (i) is a United States employee, (ii) has terminated employment with a foreign affiliate of the Company and has accepted employment with one of the Company's U.S. entities,

212

(iii) is eligible for a signing bonus from one of the Company's U.S. entities, (iv) has a job level of AP5 or higher, (v) is eligible for participation in the Savings Plan and (vi) qualifies as a member of the "select group of management or highly compensated employees" under ERISA.

        Section 2.16    ERISA.    "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

        Section 2.17    Fair Market Value.    "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 6.02(b)) for all relevant purposes under the Plan.

        Section 2.18    Form of Payment.    "Form of Payment" means payment in one lump sum or in substantially equal monthly, quarterly or annual installments not to exceed 15 years.

        Section 2.19    Hardship Withdrawal.    "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.

        Section 2.20    Hypothetical Investment Benchmark.    "Hypothetical Investment Benchmark" shall mean the phantom investment benchmarks which are used to measure the return credited to a Participant's Deferral Account.

        Section 2.21    Key Employee.    Key employee means an employee of any Company within the meaning of Section 416(i) of the Internal Revenue Code, without regard to paragraph (5) thereof. Unless otherwise determined by the Administrator, for purposes of the preceding, an employee of any Company who meets the following requirements is a Key Employee: (i) the employee is a United States employee or an expatriate who is paid from one of The Dow Chemical Company's U.S. entities, (ii) the employee is a member of the global leadership job family, (iii) the employee has a job level of V5 or higher, (iv) the employee is eligible for participating in the Savings Plan, (v) the employee is designated by the Administrator as eligible to participate in the Plan as of September 30 for deferral of Base Salary and Performance Awards, and (vi) the employee qualifies as a member of the "select group of management or highly compensated employees" under ERISA.

        Section 2.22    Matching Contribution.    "Matching Contribution" means the amount of annual matching contribution that each Company will make to the Plan.

        Section 2.23    Other Bonus.    "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.

        Section 2.24    Other Deferral.    "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 4.02.

        Section 2.25    Participant.    "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 IV.

        Section 2.26    Participation Agreement.    "Participation Agreement" means an agreement filed by a Participant in accordance with Article IV.

        Section 2.27    Performance Awards.    "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.

        Section 2.28    Performance Deferral.    "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 4.02.

        Section 2.29    Phantom Share Units.    "Phantom Share Units" means units of deemed investment in shares of The Dow Chemical Company Common Stock so determined under Section 6.02(b).

213

        Section 2.30    Plan Year.    "Plan Year" means a twelve-month period beginning January 1 and ending the following December 31.

        Section 2.31    Retirement.    "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.

        Section 2.32    Retirement Board.    "Retirement Board" means the general administrator of the Plan appointed under the Dow Employees' Pension Plan.

        Section 2.33    Savings Plan.    "Savings Plan" means The Dow Chemical Company Employees' Savings Plan as it currently exists and as it may subsequently be amended.

        Section 2.34    Section 16 Participant.    "Section 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 16(a) of the Securities Exchange Act of 1934.

        Section 2.35    Separation from Service.    "Separation from Service" means the cessation of a Participant's services as an employee of the Companies, whether voluntary or involuntary, for any reason other than Retirement, or Disability or death, determined consistent with guidance issued by the Department of the Treasury regarding what constitutes a "separation from service" under Section 409A of the Internal Revenue Code.

        Section 2.36    Unforeseeable Emergency.    "Unforeseeable Emergency" means severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant's spouse, or a dependent (as defined in Section 152 of the Internal Revenue Code) 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. The amount of the distribution may not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant's assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

        Section 2.37    Valuation Date.    "Valuation Date" means the last day of each calendar month or such other date as the Administrator in its sole discretion may determine.

ARTICLE III
  
ADMINISTRATION

        Section 3.01    Administrator Duties.    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) 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

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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.

The Administrator 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.

The Administrator has delegated to The Dow Chemical Company's Global Compensation & Benefits Department 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 Administrator 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.

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.

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.

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.

        Section 3.02    Claim Procedure.    If a Participant or Beneficiary ("claimant") 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. Benefits under this Plan shall be payable only if the Designee or the Administrator, as the case may be, determines, in its sole discretion, that a claimant is entitled to them.

        (a)   All initial 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 90 days of receipt of the claim unless the Designee determines that additional time, not exceeding 90 additional days, is needed and so notifies the claimant in writing before the expiration of the initial 90 day period. Any written notice of extension for review shall include the circumstances requiring extension and date by which a decision is expected to be rendered. A written notice of denial of benefits shall (1) state specific reasons for the denial, (2) make specific reference to the pertinent Plan provisions on which the denial is based, (3) describe any additional material or information that is necessary to support the claimant's claim and an explanation of why such material or information is necessary, and (4) include a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of all documents, records or other information relevant (as defined by Department of Labor Regulation Section 2560.503-1(m)) to 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

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below in the event the claimant desires to contest the denial of the claim, including the right to bring a civil action under Section 502(a) of ERISA following exhaustion of review procedures set forth herein.

        (b)   The claimant may within 60 days after notice of the denial 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. During the review process, the claimant has the right to submit written comments, documents, records and other information relating to the claim for benefits, which the Administrator shall consider without regard to whether the items were considered upon the initial review. The Administrator shall within 60 days thereafter review the claim and authorize the claimant to, upon request and free of charge, have reasonable access to, and copies of all documents, records or other information relevant (as defined by Department of Labor Regulation Section 2560.503-1(m)) to the claim. 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 days of the written request for review, unless the Administrator determines that additional time, not exceeding 60 days, is needed, and so notifies the claimant in writing before the expiration of the initial 60 day period. Any written notice of extension for review shall include the circumstances requiring extension and date by which a decision is expected to be rendered. A written notice of denial of benefits upon review shall (1) state specific reasons for the denial, (2) make specific reference to the pertinent Plan provisions on which the denial is based, and (3) include a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of all documents, records or other information relevant (as defined by Department of Labor Regulation Section 2560.503-1(m)) to the claim. Such notice shall, in addition, inform the claimant of the right to bring a civil action under Section 502(a) of ERISA. If such determination is adverse to the claimant, it shall be binding and conclusive unless the claimant notifies the Administrator within 90 days after the mailing or delivery to him or her by the Administrator of its determination that he or she intends to institute legal proceedings challenging the determination of the Administrator, and actually institutes such legal proceeding within 180 days after such mailing or delivery.

ARTICLE IV
  
PARTICIPATION

        Section 4.01    Participation.    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 30 (Eastern Standard Time) immediately preceding the Plan Year in which the Eligible Compensation to which the Participation Agreement relates is earned. The Administrator shall have the discretion to establish special deadlines regarding the filing of Participation Agreements for Participants. Notwithstanding the foregoing, the Administrator, in its sole discretion, may permit a newly eligible Participant to submit a Participation Agreement within 30 days after that employee becomes eligible, and deferrals shall commence as soon as practical thereafter for Eligible Compensation earned after the Administrator receives a completed and timely submitted Participation Agreement. 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 or in accordance with the terms and conditions of the Plan.

        Section 4.02    Contents of Participation Agreement.    Subject to Article VII, each Participation Agreement shall set forth: (i) 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; provided, 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) 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) 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) a specific future year, not greater than the year the Participant reaches age 70¹/2 or (B) the period ending upon Separation from Service of the Participant; and (iv) 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 years. Participation Agreements are to be completed in a format specified by the Administrator.

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        Section 4.03    Modification or Revocation of Election by Participant.    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, except for the 2004 Performance Award can be revoked. For deferrals to occur from Performance Awards, the Participant must be actively employed or an eligible Retiree.

ARTICLE V
  
DEFERRED COMPENSATION

        Section 5.01    Elective Deferred Compensation.    Except for Section 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 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 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.

        Section 5.02    Vesting of Deferral Account.    Except as provided in Sections 7.05 and 7.15, a Participant shall be 100% vested in his or her Deferral Account as of each Valuation Date.

ARTICLE VI
   
MAINTENANCE AND INVESTMENT OF ACCOUNTS

        Section 6.01    Maintenance of Accounts.    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) various Hypothetical Investment Benchmarks and/or (b) 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 6.02 and Section 7.05 and distributions pursuant to Article VII with respect to such Deferral Account since the preceding Valuation Date.

        Section 6.02    Hypothetical Investment Benchmarks.    (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 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 Deferred Amounts are credited to his or her Deferral Accounts. Participants, except for Section 16 Participants, can reallocate among the Hypothetical Investment Benchmarks on a daily basis. Section 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.

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        (b)   (i) 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.

        (ii)   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.

        (iii)  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 Administrator as to such adjustments, if any, to be made shall be conclusive.

        (iv)  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 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 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.

        Section 6.03    Statement of Accounts.    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.

ARTICLE VII
  
BENEFITS

        Section 7.01    Time and Form of Payment.    Except as otherwise provided in this Article, 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.

        (a)   If the Participant has elected to receive payments from a Deferral Account in a lump sum and payment is made upon Separation from Service after becoming Retirement eligible, 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 cash on the January 31^st 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.

        (b)   If the Participant has elected to receive payments from a Deferral Account in installments and payment is made upon Separation from Service after becoming Retirement eligible, 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) the balance of such Deferral Account as of the most recent annual Valuation Date preceding the first annual payment date times (ii) 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 31st after the end of the Deferral Period and/or as soon as administratively feasible in the year of the payment of the Performance

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Award for the Performance Award deferral, and each subsequent installment shall be paid on or about the 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).

        (c)   If the Participant incurs a Separation from Service before becoming Retirement eligible, section 7.11 shall apply.

Notwithstanding any of the foregoing: (i) for Key Employees, distributions may not be made before the date which is 6 months after the date of Separation from Service, and (ii) Deferral Account distributions must begin no later than the April 1^stafter the calendar year in which the Participant reaches age 70¹/2.

        Section 7.02    Changing Form of Benefit.    Participants may elect an alternative form of payout as available under Section 7.01 by written election filed with the Administrator; provided, however, that the Participant files the election at least twelve (12) months prior to the first day of the month in which payments are to commence. If a Participant changes his/her form of payout from a lump sum to installments, the first installment date cannot occur earlier than five years after the date on which the lump sum was scheduled to be made. A Participant cannot reduce the overall length of the installment period (e.g., from 15 years to 10 years) nor can a Participant increase the frequency of installment payments (e.g., from annual to quarterly or monthly payments). A Participant cannot change his form of election from installments to a lump sum.

        Section 7.03    Changing Form of Benefit to Delay Distribution.    Participants may elect to delay their form of payout as available under Section 7.01 as long as the first payment with respect to which such election is made must be deferred for a period of not less than 5 years from the date such payment otherwise would have been made. If the distribution date is set at Retirement, then the delay must be a minimum of 5 years beyond the year the Participant could Retire as defined in Section 2.31.

        Section 7.04    Changing Form of Benefit to Accelerate Distribution.    Acceleration of the distribution timing is only allowed for death, Disability, Unforeseeable Emergency or limited circumstances in accordance with governmental regulations.

        Section 7.05    Matching Contribution.    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 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 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.

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 Deferral Account. The Dow Chemical Company shall hold such amounts as part of the general assets of The Dow Chemical Company.

        Section 7.06    Retirement.    Subject to Section 7.01 and Section 7.12 hereof, if a Participant has elected to have the balance of his or her Deferral Account distributed upon Retirement, which is a Separation from Service but the Participant is Retirement eligible (or after a specific future year after Retirement), 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, Deferral Account distributions must begin no later than the April 1^st after the calendar year in which the Participant reaches age 70¹/2.

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        Section 7.07    Distributions after Specific Future Year.    Subject to Section 7.01 and Section 7.12 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 of the foregoing, Deferral Account distributions must begin no later than the April 1^st after the calendar year in which the Participant reaches age 70¹/2.

        Section 7.08    Pre-Retirement Survivor Benefit.    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) in a lump sum. 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.

        Section 7.09    Post-Retirement Survivor Benefit.    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) in a lump sum. 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.

        Section 7.10    Disability.    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 7.01 as a lump sum.

        Section 7.11    Separation from Service.    In the event of Separation from Service 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 7.01 in a single lump sum payment as soon as practicable after the Separation from Service.

        Section 7.12    Small Benefit Election.    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 shall pay such benefits in a single lump sum. The Administrator shall also change monthly payments so they are at least three hundred dollars ($300) by reducing the number of monthly installments.

        Section 7.13    Hardship Withdrawals.    Notwithstanding the provisions of Section 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 7.13. A distribution pursuant to this Section 7.13 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) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant's assets to the extent such liquidation would not itself cause severe financial hardship, or (iii) by cessation of participation in the Plan. An application for an early payment under this Section 7.13 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 a distribution will be permitted pursuant to this Section 7.13 shall be made by the Administrator.

        Section 7.14    Change of Control.    An Eligible Employee may 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) days after the Change of Control. This election is irrevocable, must be elected in the 2007 (November 2006) enrollment period and shall apply to the 2005 and 2006 Deferral Accounts, as well as all future deferred Eligible Compensation, if any. In the event an Eligible Employee does not elect to have his 2005 and 2006 Deferral Accounts and all future deferred Eligible Compensation, if any, paid in a lump sum upon a Change of Control, the 2005 Deferral Account, the 2006 Deferral Account and all future deferred Eligible Compensation, if any, will be distributed in accordance with the Eligible Employee's Distribution elections in the relevant Participation Agreements (i.e., in 2005, the Eligible Employee elected to receive his/her 2006 Deferral Account paid in 2010 in quarterly installments; in 2006, the Eligible Employee elected to receive his/her 2007 Deferral Account paid in 2011 in a lump sum). For the 2007 Plan Year forward, any

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newly Eligible Employees, or Eligible Employees that initially enroll for the 2007 Plan Year or after, will be allowed to determine their irrevocable election for the initial year, as well as all future deferrals, at the time of their initial election. No further elections regarding distributions upon a Change of Control will be allowed. All Participation Agreements previously filed by a Participant who receives a distribution under this Section 7.14 shall be null and void to the extent such Participation Agreement provides for a distribution upon a Change of Control. Nothing in this Section 7.14 shall be interpreted or construed to permit a lump sum payment of Deferred Amounts if an election under this Section 7.14 results in an acceleration of a distribution prohibited by Section 409A of the Internal Revenue Code or any regulations or guidance issued thereunder.

        Section 7.15    Discretionary Company Contributions.    Any Company may at any time contribute a discretionary Company contribution. This discretionary Company contribution may be for payments including, but not limited to, signing or retention bonuses. The amount of the discretionary Company 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 Company 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 for the Plan Year in which the discretionary Company contribution is made, or if none, the most recent valid Participation Agreement on file for the Participant. The vesting schedule shall be determined by the Administrator at the time the discretionary Company contribution is made.

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.

        Section 7.16    Withholding of Taxes.    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.

ARTICLE VIII
   
BENEFICIARY DESIGNATION

        Section 8.01    Beneficiary Designation.    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.

        Section 8.02    No Beneficiary Designation.    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:

(a)

to the spouse of such person, if any;

(b)

to the children of such person, if any;

(c)

to the beneficiary of any Company Paid Life Insurance of such person, if any;

(d)

to the beneficiary of the Executive Life Insurance of such person, if any;

(e)

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

(f)

to the deceased person's estate.

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ARTICLE IX
   
AMENDMENT AND TERMINATION OF PLAN

        Section 9.01    Amendment.    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.

        Section 9.02    Company's Right to Terminate.    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) year period commencing within ninety (90) 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 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.

ARTICLE X
  
MISCELLANEOUS

        Section 10.01    Unfunded Plan.    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.

        Section 10.02    Nonassignability.    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.

        Section 10.03    Validity and Severability.    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.

        Section 10.04    Governing Law.    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.

222

        Section 10.05    Employment Status.    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.

        Section 10.06    Underlying Incentive Plans and Programs.    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.

        Section 10.07    Severance.    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 125% of Ten Year Treasury Notes Hypothetical Investment Benchmark and a ten year payout distribution election.

        Section 10.08    Successors of the Company.    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.

        Section 10.09    Waiver of Breach.    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.

        Section 10.10    Notice.    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.

By:
	Julie Fasone Holder
Its:	Corporate Vice President
	Human Resources Department
	The Dow Chemical Company

223

APPENDIX A

The Dow Chemical Company Stock Index Fund

125% of Ten Year Treasury Notes

Vanguard Windsor II Admiral Shared (Effective January 1, 2007)

Vanguard 500 Index Fund

T. Rowe Price Mid-Cap Growth Fund

Fidelity Low-Priced Stock Fund

Fidelity Diversified International Trust (Effective September 1, 2006)

Vanguard Balanced Index Fund

224

QuickLinks

EXHIBIT 10(dd)

EX-21

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 21

Subsidiaries of The Dow Chemical Company
At December 31, 2006

				Location*	% Ownership
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
The Dow Chemical Company				Delaware
	Arabian Chemical Company (Latex) Ltd. (1)			Saudi Arabia	50
	Arabian Chemical Company (Polystyrene) Limited (1)			Saudi Arabia	50
	Arakawa Europe GmbH			Germany	60
	AVC Holdings Inc. (36)			Delaware	63
	Buildscape, LLC			Delaware	100
	CanStates Holdings, Inc.			Oklahoma	100
		ANGUS Chemical Company		Delaware	100
	CD Polymers Inc.			Delaware	100
	Centen Ag Inc.			Delaware	100
		Dow AgroSciences LLC (9)		Delaware	39
		Mycogen Corporation (16)		California	12
	Chemars Inc.			Delaware	100
	Chemars III LLC			Delaware	100
	DC Partnership Management Inc.			Delaware	100
		DowBrands L.P. (6)		Delaware	42
	DCOMCO, Inc.			Delaware	100
	Denmerco Inc.			Delaware	100
	DW Dexco Investment LLC			Delaware	100
		Dexco Polymers L.P. (1) (24)		Texas	49
	Dexco Polymers Operating Company LLC (1)			Texas	50
		Dexco Polymers L.P. (1) (24)		Texas	1
	Diamond Capital Management Inc.			Delaware	100
	DML Holding Inc. (41)			Delaware	89
	DMM Financial LLC			Delaware	100
		MTD Pipeline LLC (1)		Delaware	50
	Dofinco, Inc.			Delaware	100
	Dow Chemical (Australia) Limited			Australia	100
		Dow Australia Superannuation Fund A Pty Limited		Australia	100
		Polystyrene Australia Pty Ltd (1)		Australia	50
	Dow Chemical (China) Investment Company Limited			China	100
		Dow Chemical (China) Company Limited		China	100
		Dow Chemical (Shanghai) Company Limited		China	100
		Dow Chemical (Zhangjiagang) Company Limited (13)		China	10
		Dow S/B Latex (Zhangjiagang) Co. Ltd. (12)		China	61
		Guangdong Zhongshan Amerchol Specialty Chemicals		China	90
		SAL Petrochemical (Zhangjiagang) Company Limited (1) (15)		China	10
	Dow Chemical Delaware Corp.			Delaware	100
		Chemtech II L.P. (8)		Delaware	72
			Chemtech Portfolio Inc. (11)	Texas	33
			Chemtech Portfolio II Inc.	Michigan	100
	Dow Chemical (Hong Kong) Limited			Hong Kong	100
	Dow Chemical International Ltd.			Delaware	100
		Dow Chemical Thailand Ltd.		Thailand	100
		Dow International Holdings General Partnership (25)		Bermuda	1
		Hobbes Capital S.A. (23)		Luxembourg	48
		Petroquimica-Dow S.A. (Petrodow)		Chile	100
	Dow Chemical Korea Limited (45)			Korea	86
	Dow Chemical (NZ) Limited			New Zealand	100
	Dow Chemical Pacific Limited			Hong Kong	100
	Dow Chemical Pacific (Singapore) Private Limited			Singapore	100
		Dow Chemical (Guangzhou) Company Limited		China	100

225

							Location*	% Ownership
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
		Dow Chemical International Pvt. Ltd. (35)					India	99
		Dow Chemical (Malaysia) Sdn. Bhd.					Malaysia	100
		Dow Financial Holdings Singapore Pte Ltd.					Singapore	100
			Dow Chemical (Zhangjiagang) Company Limited (13)				China	90
			Dow S/B Latex (Zhangjiagang) Co. Ltd. (12)				China	39
			SAL Petrochemical (Zhangjiagang) Company Limited (1) (15)				China	40
		G.Z. Holdings Pte. Ltd.					Singapore	100
		PT Dow Chemical Indonesia (18)					Indonesia	15
		S.H.A. Holdings Pte. Ltd.					Singapore	100
	Dow Chemical (Singapore) Private Limited						Singapore	100
		Dow Chemical International Pvt. Ltd. (35)					India	1
	Dow Chemical Taiwan Limited						Taiwan	100
	Dow Chemical Telecommunications Corp.						Delaware	100
	Dow Credit Corporation						Delaware	100
	Dow Customs & Trade Inc.						Delaware	100
	Dow Deutschland Inc.						Delaware/Germany	100
		Dow Chemical Inter-American Limited					Delaware	100
			Dow Quimica de Colombia S.A. (5)				Colombia	10
	Dow Deutschland Management Inc.						Delaware	100
	Dow Engineering Company						Delaware	100
		Dow Engineering, Inc.					Michigan	100
	Dow Environmental Inc.						Delaware	100
	Dow Financial Holdings Inc.						Delaware	100
		Dow Holdings Inc.					Delaware	100
			Dow Corning Corporation (1)				Michigan	50
			Dow Hydrocarbons and Resources Inc.				Delaware	100
				Cayuse Pipeline, Inc.			Texas	100
				Dow Intrastate Gas Company			Louisiana	100
				Dow Pipeline Company			Texas	100
				K/D/S Promix, LLC (1)			Texas	50
				Midland Pipeline Corp.			Delaware	100
					Fort Saskatchewan Ethylene Storage Corporation (1)		Canada	50
						Fort Saskatchewan Ethylene Storage Limited Partnership (1) (14)	Canada	1
		DowBrands L.P. (6)					Delaware	58
	Dow Financial Services Inc.						Delaware	100
	Dow Global Technologies Inc.						Delaware	100
		Chemtech Portfolio Inc. (11)					Texas	67
		AVC Holdings Inc. (36)					Delaware	37
	Dow Internacional Mexicana S.A. de C.V.						Mexico	100
	Dow International B.V.						Netherlands	100
	Dow International Financial Services						Ireland	100
		Dow Capital Public Limited Company					Ireland	100
	Dow International Holdings Company (29)						Delaware	82
		Dow International Holdings S.A.					Switzerland	100
			Dow International Holdings General Partnership (25)				Bermuda	99
				Dow Europe Holding B.V.			Netherlands	100
					BASF DOW HPPO B.V. (1)		Netherlands	50
					BASF DOW HPPO Technology B.V. (1)		Netherlands	50
					Control Securities Finance (Consecfin) B.V.		Netherlands	100
					Domaluna B.V.		Netherlands	100
					Dow Austria Gesellschaft m.b.H		Austria	100
					Dow Belgium B.V.B.A		Belgium	100

226

				Location*	% Ownership
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
	Dow Benelux B.V.			Netherlands	100
		Dow Netwerk B.V.		Netherlands	100
		Emergo Finance C.V. (1)		Netherlands	50
		Inkoopcombinatie ELSTA V.O.F. (1)		Netherlands	50
		Polyol Belgium B.V.B.A. (10)		Belgium	99
		Rofan Automation and Information Systems B.V.		Netherlands	100
		Terneuzen Partnership Services B.V.		Netherlands	100
			Valuepark Terneuzen C.V. (1) (34)	Netherlands	49
		Valuepark Terneuzen Beheer B.V. (1)		Netherlands	50
			Valuepark Terneuzen C.V. (1) (34)	Netherlands	1
	Dow Chemical Company Limited			United Kingdom	100
		Dow Automotive (UK) Limited		United Kingdom	100
		Cromarty Petroleum Company Limited (1)		United Kingdom	50
	Dow Chemical Iberica S.L.			Spain	99
			Terminal de Atraque de Productos Petroquimicos AIE (1)	Spain	50
			Transformadora de Etileno A.I.E. (1)	Spain	50
	Dow Chemical Korea Limited (45)			Korea	14
	Dow Chemical OOO			Russia	100
	Dow Chemical Romania S.R.L.			Romania	100
	Dow Europe GmbH			Switzerland	100
		Advanced Design Concepts GmbH (1)		Germany	50
		Dolpa S.a.r.l.		Luxembourg	100
		Dow Automotive South Africa (Pty) Ltd.		South Africa	100
		Dow Contract Services FZE		Dubai	100
		Dow Europe Finance I B.V.		Netherlands	100
		Dow Export GmbH		Switzerland	100
		Dow Mideast Systems S.A.E. (JSC) (2)		Egypt	1
	Dow France S.A.S.			France	100
	Dow Hellas A.E.			Greece	100
	Dow Hungary Kft. (31)			Hungary	99
	Dow InterBranch B.V.			Netherlands	100
		Dow Danmark A/S		Denmark	100
		Dow Hungary Kft. (31)		Hungary	1
		Dow Mideast Systems S.A.E. (JSC) (2)		Egypt	1
		Dow Norge A/S		Norway	100
		Dow Turkiye Kimya Sanayi ve Ticaret Ltd Sti (3)		Turkey	1
		Dow Zwijndrecht B.V.B.A. (26)		Belgium	1
		MTP HPPO Manufacturing Company Limited		Thailand	100
	Dow Italia s.r.l.			Italy	100
		Dow AgroSciences Italia s.r.l.		Italy	100
		Dow Italia Divisione Commerciale s.r.l		Italy	100
	Dow Mideast Systems S.A.E. (JSC) (2)			Egypt	98
	Dow Olefinverbund GmbH			Germany	100
		ANGUS Chemie GmbH		Germany	100
			Dow Deutschland GmbH & Co OHG (40)	Germany	30
		Dow Pipeline Gesellschaft mbH & Co. KG		Germany	80
		Dow Pipeline Verwaltungsgesellschaft mbH		Germany	80
		Dow AgroSciences GmbH		Germany	100
		Dow Automotive (Deutschland) GmbH		Germany	100
			Dow Deutschland GmbH & Co OHG (40)	Germany	35
		Dow Deutschland Anlagengesellschaft mbH		Germany	100
		SAFECHEM Europe GmbH		Germany	100

227

								Location*	% Ownership
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
							Dow Deutschland GmbH & Co OHG (40)	Germany	35
					Dow Polska Sp.z.o.o.			Poland	100
					Dow Portugal—Produtos Quimicos, Unipessoal, Lda.			Portugal	100
					Dow Southern Africa (Pty) Ltd			South Africa	100
					Dow Suomi OY			Finland	100
					Dow Sverige AB			Sweden	100
					Dow Turkiye Kimya Sanayi ve Ticaret Ltd Sti (3)			Turkey	99
					Dow Zwijndrecht B.V.B.A. (26)			Belgium	99
					Dow (Wilton) Limited			United Kingdom	100
					Ginger B.V. (1)			Netherlands	50
					Haltermann B.V.B.A.			Belgium	100
					HPPO Holding & Finance C.V. (1)			Netherlands	50
					MEGlobal B.V. (1)			Netherlands	50
					Oman Petrochemical Industries Company LLC (1)			Oman	50
					Polyol Belgium B.V.B.A. (10)			Belgium	1
					RUS Polyurethanes Holding B.V.			The Netherlands	58
						Dow Izolan OOO		Russia	100
	Dow International Technology Corporation							Delaware	100
	Dow Investment Argentina S.A. (37)							Argentina	97
		PBBPolisur S.A. (39)						Argentina	72
	Dow Kakoh Kabushiki Kaisha							Japan	65
	Dow Pacific Holdings B.V.							Netherlands	100
	Dow Quimica Argentina S.A. (27)							Argentina	87
	Dow Quimica Chilena S.A. (28)							Chile	89
	Dow Quimica de Colombia S.A. (5)							Colombia	90
	Dow Quimica Latin America S.A.							Uruguay	100
	Dow Quimica Mexicana S.A. de C.V. (21)							Mexico	85
	Dow South Africa Holdings (Pty.) Ltd.							South Africa	100
		Sentrachem Limited						South Africa	100
			Chrome International South Africa (Pty) Limited (1)					South Africa	50
			Cisvaal (Proprietary) Limited					South Africa	100
			Minchem International Inc.					South Africa	100
			South African Polymer Holdings (PTY) Ltd.					South Africa	100
	Dow Trading S.A.							Switzerland	100
	Dow Trent Limited							United Kingdom	100
		Dow UK Limited						United Kingdom	100
			Haltermann Limited					United Kingdom	100
				Ascot Holdings Limited				United Kingdom	100
				Ascot International Management Limited				United Kingdom	100
					Ascot Limited			United Kingdom	100
				Ascot Investments Limited				United Kingdom	100
					Ascot Chemicals Limited			United Kingdom	100
						Mitchell Cotts Chemicals Limited		United Kingdom	100
						Suter Ash Limited		United Kingdom	100
				Ascot Management Services Limited				United Kingdom	100
					Haltermann Pension Trustees Limited			United Kingdom	100
				Ascot Real Estate Limited				United Kingdom	100
				Chirotech Technology Limited				United Kingdom	100
				Lynshield Limited (1)				United Kingdom	50
				Suter Limited				United Kingdom	100
					Ascot Commercial Limited (In liquidation)			United Kingdom	100
					Ascot Overseas Ltd.			United Kingdom	100

228

									Location*	% Ownership
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
	Dow Venezuela, C.A. (7)								Venezuela	36
	DowBrands Inc. (17)								Delaware	79
	DSL Holdings Inc.								Delaware	100
		Dow Reichhold Specialty Latex LLC (1)							Delaware	50
	Equipolymers B.V. (1)								Netherlands	50
	Essex Chemical Corporation								New Jersey	100
	Essex Specialty Products LLC								New Jersey	100
		American Mortell Corporation							Texas	100
			Mortell Company						Delaware	100
		Anabond Essex India Private Limited (1)							India	50
		Dow International Holdings Company (29)							Delaware	11
		Dow Investment Argentina S.A. (37)							Argentina	3
		Essex de Hermosillo, S.A. DE C.V.							Mexico	100
		Wuhan Essex Chemical Co., Ltd.							China	100
	FilmTec Corporation								Delaware	100
		OMEX Overseas Holdings Inc.							Virgin Islands	100
			Zhejiang OMEX Environmental Engineering Co., Ltd.						China	100
	Flexible Products Company								Georgia	100
		Flexible Products Company of Canada, Inc							Canada	100
	Forbanco Inc.								Delaware	100
	GBRP, L.L.C.								Louisiana	94
	General Latex and Chemical Corporation								Massachusetts	100
		General Latex Canada Inc.							Canada	100
	Great Western Pipeline Company, Inc.								California	100
	GWN Holding, Inc. (42)								Delaware	89
		Dow Canada Holding LP							Canada	100
			Dow Canada Holding B.V.						Netherlands	100
				Dow Chemical Canada Inc.					Canada	100
					Dow Chemical Finance Canada Inc.				Canada	100
						Modeland International Holdings Inc. (30)			Barbados	59
							Dow Brasil S.A.		Brazil	100
								Branco Dow Compostos de Engenharia S.A.	Brazil	100
								Cambricos de Uruguay S.A.	Uruguay	100
								Companhia Alcoolquimica Nacional	Brazil	95
								Dopec Industria E Comercio Ltda.	Brazil	100
								Dow Especialidades Quimicas Ltda.	Brazil	100
								Dow Brasil Nordeste Industrial Ltda.	Brazil	100
								Dow Brasil Sudeste Industrial Ltda.	Brazil	100
								Keytil Sociedad Anonima	Uruguay	100
					Essex Specialty Products, Inc., Canada				Canada	100
					Fort Saskatchewan Ethylene Storage Limited Partnership (1) (14)				Canada	49
					H-D Tech Inc. (1)				Canada	50
					MEGlobal Canada Inc (1)				Canada	50
					Petromont and Company, Limited Partnership (1)				Canada	50
					Petromont Inc. (1)				Canada	50
	Ifco Inc.								Delaware	100
		Chemtech II L.P. (8)							Delaware	5
	Ion Holdings LLC (20)								Delaware	60
		Ion Investments S.a.r.l.							Luxembourg	100
			Tornado Finance V.O.F.						Netherlands	60
	Intarsia Corporation								Delaware	99
	iVenturi, Inc.								Delaware	54

229

							Location*	% Ownership
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
	Joliet Marine Terminal Trust Estate (1)						Illinois	50
	Liana Limited						Delaware	100
		Dorinco Insurance (Ireland) Limited					Ireland	100
		Dorinco Reinsurance Company					Michigan	100
		Dorintal Reinsurance Limited					Bermuda	100
		Timber Insurance Limited					Bermuda	100
	LG Dow Polycarbonate Limited (1)						Korea	50
	PBBPolisur S.A. (39)						Argentina	28
	PT Dow Chemical Indonesia (18)						Indonesia	85
	Productos Quimicos Peruanos S.A. (32)						Peru	91
	Proresin Inc.						Delaware	100
		Haltermann Incorporated					Texas	100
			Johann Haltermann Ltd. (33)				Texas	1
		Johann Haltermann Ltd. (33)					Texas	99
	Raven Group Ltd.						Delaware	100
	RavenWorks Ltd.						Delaware	100
	Rofan Services Inc.						Delaware	100
		Dow AgroSciences LLC (9)					Delaware	10
		Ion Holdings LLC (20)					Delaware	40
		Mycogen Corporation (16)					California	88
			Dow AgroSciences LLC (9)				Delaware	51
				Alsan Research (1)			Iowa	50
				Bayer DAS (Private) Limited (1)			Pakistan	50
				DERe Insurance Company			Vermont	100
				Dintec Agrichemicals LLC (1)			Delaware	50
				Dow AgroSciences Agricultural Products Limited			Mauritius	100
					Dow AgroSciences India Pvt. Ltd. (38)		India	99
				Dow AgroSciences B.V.			Netherlands	100
					Ambito DAS S.A. (1)		Argentina	50
					ChacoDAS S.A. (1)		Argentina	50
					DASER AGRO S.A. (1)		Argentina	50
					Desab S.A. (1)		Argentina	50
					Dintec Agroquimica Produtos Quimicos, Lda.		Portugal	66
					Distribuidora de Agroquimicos del Sureste de la Republica S.A. de C.V. (1)		Mexico	50
					Dow AgroSciences A.S.		Turkey	100
					Dow AgroSciences Argentina S.A. (22)		Argentina	89
						Dow AgroSciences Bolivia S.A. (43)	Bolivia	1
						Dow AgroSciences Paraguay S.A. (44)	Paraguay	1
						Corporacion de Inversiones Frutihorticolas S.A.	Argentina	100
					Dow AgroSciences Asia Sdn. Bhd.		Malaysia	100
					Dow AgroSciences Australia Limited		Australia	100
					Dow AgroSciences Bolivia S.A. (43)		Bolivia	98
					Dow AgroSciences Canada Inc.		Canada	100
					Dow AgroSciences Chile S.A.		Chile	100
					Dow AgroSciences Costa Rica S.A.		Costa Rica	100
					Dow AgroSciences Danmark A/S		Denmark	100
					Dow AgroSciences de Colombia S.A.		Colombia	100
					Dow AgroSciences de Mexico S.A. de C.V.		Mexico	100
					Dow AgroSciences Export S.A.S.		France	100
					Dow AgroSciences Guatemala S.A.		Guatemala	100
					Dow AgroSciences Iberica S.A.		Spain	100
					Dow AgroSciences Industrial Ltda.		Brazil	100

230

						Location*	% Ownership
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
			Dow AgroSciences Limited			United Kingdom	100
			Dow AgroSciences (NZ) Limited			New Zealand	100
			Dow AgroSciences Pacific Limited			Hong Kong	100
			Dow AgroSciences Paraguay S.A. (44)			Paraguay	99
				Dow AgroSciences Bolivia S.A. (43)		Bolivia	1
			Dow AgroSciences Polska Sp z.o.o.			Poland	100
				Dow AgroSciences Hungary KFT (19)		Hungary	1
			Dow AgroSciences S.A.S.			France	100
				Dow AgroSciences Distribution S.A.S.		France	100
			Dow AgroSciences (Malaysia) Sdn Bhd			Malaysia	100
			Dow AgroSciences s.r.o.			Czech Republic	100
			Dow AgroSciences Sverige A/B			Sweden	100
			Dow AgroSciences Taiwan Ltd.			Taiwan	100
			Dow AgroSciences Technology GmbH			Switzerland	100
				Dow AgroSciences Switzerland S.A.		Switzerland	100
					Dow AgroSciences Hungary KFT (19)	Hungary	99
					Pytech Chemicals GmbH (1)	Switzerland	50
			Dow AgroSciences Uruguay S.A.			Uruguay	100
			Dow AgroSciences Vertriebsgesellschaft mbH			Austria	100
			Dow Chemical Japan Limited			Japan	100
			Dow Venezuela, C.A. (7)			Venezuela	54
			Fedea S.A. (1)			Argentina	50
			I.C.R.—Intermedi Chimici Ravenna s.r.l. (1)			Italy	50
			JV Agro S.A. (1)			Argentina	50
			P.T. Dow AgroSciences Indonesia			Indonesia	95
			Pentec—Produtos Quimicos, Lda. (1)			Portugal	50
			Rindes y Cultivos—DAS S.A. (1)			Argentina	50
			Terramar JV S.A. (1)			Argentina	50
			Ubajay—DAS S.A. (1)			Argentina	50
		Dow AgroSciences Barbados Limited				Barbados	100
		Dow AgroSciences China Ltd.				Delaware	100
		Dow AgroSciences International Ltd.				Delaware	100
			Dow AgroSciences (Thailand) Limited			Thailand	100
		Dow AgroSciences Southern Africa (Proprietary) Limited				South Africa	100
			Sanachem (Zimbabwe) (Pvt) Ltd.			Zimbabwe	100
		DowBrands Inc. (17)				Delaware	21
		DAS Agricultural Investment Holding Company Ltd.				Mauritius	100
			Dow AgroSciences India Pvt. Ltd. (38)			India	1
			Nantong DAS Chemical Co., Ltd.			China	82
	Mycogen Crop Protection, Inc.					California	100
		Mycogen Far East Asia Corporation				California	100
		Mycogen S.A. de C.V. (4)				Mexico	99
		Parasitix Corporation				California	100
	Mycogen Plant Science, Inc.					Delaware	100
		Agrigenetics, Inc.				Delaware	100
			Agrigenetics Molokai LLC			Hawaii	100
			Dow AgroSciences Argentina S.A. (22)			Argentina	11
			Mycogen Seeds-Puerto Rico Corporation			Delaware	100
			Mycogen S.A. de C.V. (4)			Mexico	1
	Mycosub/BA, Inc.					Delaware	100
	Mycosub/BH, Inc.					Delaware	100
	Phytogen Seed Company, LLC					Delaware	54

231

				Location*	% Ownership
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
		Wenben Inc.		Delaware	100
	Sentrachem US, Inc.			Delaware	100
		Hampshire Holdings, Inc.		Delaware	100
			Hampshire Chemical Corp.	Delaware	100
	Styron Asia Limited			Hong Kong	100
		Styron Asia (Malaysia) Sdn Bhd (1)		Malaysia	50
	Sumitomo Dow Limited. (1)			Japan	50
	TCM Technologies Inc.			Delaware	100
	Texas LNG Holdings LLC			Delaware	100
	Union Carbide Corporation			New York	100
		Amerchol Corporation		Delaware	100
		Benefit Capital Management Corporation		Delaware	100
		Calidria Corporation		Delaware	100
		Carbide Chemical (Thailand) Limited		Thailand	100
			Excellent Quality (Thailand) Company Limited	Thailand	100
		Catalysts, Adsorbents & Process Systems, Inc.		Maryland	100
		Chemicals Marine Fleet, Inc.		Delaware	100
		DML Holding Inc. (41)		Delaware	11
		Dow International Holdings Company (29)		Delaware	7
		Dow Quimica Argentina S.A. (27)		Argentina	12
		Dow Quimica Mexicana S.A. de C.V. (21)		Mexico	15
		Dow Venezuela, C.A. (7)		Venezuela	10
		EQUATE Marketing Company E.C. (1)		Bahrain	50
		Global Industrial Corporation		New York	100
		GWN Holding, Inc. (42)		Delaware	11
		Industrias Carlisil, S.A.		Mexico	100
		KTI Chemicals, Inc.		Delaware	100
		Modeland International Holdings Inc. (30)		Barbados	41
		Nippon Unicar Company Limited (1)		Japan	50
		Optimal Chemicals (Malaysia) Sdn. Bhd. (1)		Malaysia	50
		P.T. Union Carbide Indonesia		Indonesia	100
		Seadrift Pipeline Corporation		Delaware	100
		Servicios de Quimicos Agricolas, S. A.		Mexico	100
		South Charleston Sewage Treatment Company		West Virginia	100
		UCAR Emulsion Systems International, Inc.		Delaware	100
			UCAR Emulsion Systems FZE	Dubai	100
		UCAR Interam Inc.		Delaware	100
		UCAR Louisiana Pipeline Company		Delaware	100
		UCAR Pipeline Incorporated		Delaware	100
		UCMG LLC		Delaware	100
			Optimal Glycols (Malaysia) Sdn. Bhd. (1)	Malaysia	50
		UC Finco Inc.		Delaware	100
		Umetco Minerals Corporation		Delaware	100
			Australia and New Zealand Exploration Company	Delaware	100
			Blue Creek Coal Company, Inc.	Delaware	100
			Predate Properties (Pty) Ltd.	South Africa	100
			Umetco Minerals Exploration Corporation	Delaware	100
		Union Carbide Asia Limited		Hong Kong	100
			Shanghai Petrochemical Union Carbide Emulsion Systems Co, Ltd.	China	100
			Union Carbide (Guangdong Zhongshan) Company Limited	China	75
		Union Carbide Asia Pacific, Inc.		Delaware	100
		Union Carbide Caribe LLC		Delaware	100

232

				Location*	% Ownership
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
		Union Carbide Chemicals & Plastics Technology Corporation		Delaware	100
		Union Carbide Comercial Nicaragua, S.A.		Nicaragua	100
		Union Carbide Customer Services Pte. Ltd.		Singapore	100
		Union Carbide Ethylene Oxide/Glycol Company		Delaware	100
		Union Carbide Finance Corporation		Delaware	100
		Union Carbide Inter-America, Inc. (Delaware)		Delaware	100
			Dow Quimica Chilena S.A. (28)	Chile	10
			Productos Quimicos Peruanos S.A. (32)	Peru	9
		Union Carbide Middle East Limited		Delaware	100
		Union Carbide Pakistan (Private) Limited		Pakistan	60
		Union Carbide Pan America, Inc.		Delaware	100
			Dow Quimica Argentina S.A. (27)	Argentina	1
			Dow Quimica Chilena S.A. (28)	Chile	1
		Union Carbide Philippines (Far East), Inc.		Philippines	100
		Union Carbide Polyolefins Development Company, Inc.		Delaware	100
		Union Carbide South Africa (Proprietary) Limited		South Africa	100
		Union Carbide Subsidiary C, Inc		Delaware	100
			Univation Technologies, LLC (1)	Delaware	50
		Union Carbide Subsidiary Q Inc.		Delaware	100
		Union Carbide Wire & Cable Company, Inc.		Delaware	100
		Union Polymers Sdn. Bhd.		Malaysia	60
		UNISON Transformer Services, Inc.		Delaware	100
		Westbridge Insurance Ltd.		Bermuda	100
	Warbler I LLC			Delaware	100
	Yokkaichi MDI Limited (1)			Japan	50
	Zhejiang Pacific Chemical Corporation			China	100

*Location of incorporation or organization. Primary location of organization is reported for partnerships.

233

(1)

These companies are 50%-owned, nonconsolidated affiliates of The Dow Chemical Company and are accounted for on the equity basis. Separate financial statements for these companies are not included in this Form 10-K. These companies are not controlled, directly or indirectly, by The Dow Chemical Company. Subsidiaries of these companies, if any, are not listed in this Exhibit 21.

(2)

The Dow Chemical Company effective ownership of Dow Mideast Systems S.A.E. (JSC) is 100% of which Dow Europe Holding B.V. owns 99.95%, Dow Europe GmbH owns 0.025% and Dow InterBranch B.V. owns 0.025%.

(3)

The Dow Chemical Company effective ownership of Dow Turkiye Kimya Sanayi ve Ticaret Ltd Sti is 100% of which Dow Europe Holding B.V. owns 99.87% and Dow InterBranch B.V. owns 0.13%.

(4)

The Dow Chemical Company effective ownership of Mycogen S.A. de C.V. is 100% of which Mycogen Crop Protection, Inc. owns 99% and Agrigenetics, Inc. owns 1%.

(5)

The Dow Chemical Company effective ownership of Dow Quimica de Colombia S.A. is 100% of which The Dow Chemical Company owns 90% and Dow Chemical Inter-American Limited owns 10%.

(6)

The Dow Chemical Company effective ownership of DowBrands L.P. is 100% of which Dow Financial Holdings Inc. owns 58% and DC Partnership Management Inc. owns 42%.

(7)

The Dow Chemical Company effective ownership of Dow Venezuela, C.A. is 100% of which The Dow Chemical Company owns 36.06%, Dow AgroSciences B. V. owns 53.84% and Union Carbide Corporation owns 10.1%.

(8)

The Dow Chemical Company effective ownership of Chemtech II L.P. is 77.61% of which Dow Chemical Delaware Corp. owns 72.46% and Ifco Inc. owns 5.15%.

(9)

The Dow Chemical Company effective ownership of Dow AgroSciences LLC is 100% of which Rofan Services Inc. owns 10.09%, Centen Ag Inc. owns 38.91% and Mycogen Corporation owns 51%.

(10)

The Dow Chemical Company effective ownership of Polyol Belgium B.V.B.A. is 100% of which Dow Benelux B.V. owns 99.5% and Dow Europe Holding B.V. owns 0.5%.

(11)

The Dow Chemical Company effective ownership of Chemtech Portfolio Inc. is 92.57% of which Dow Global Technologies Inc. owns 66.82% and Chemtech II L.P. owns 33.18% (The Dow Chemical Company effectively owns 77.61% of Chemtech II L.P.: see note 8 above).

(12)

The Dow Chemical Company effective ownership of Dow S/B Latex (Zhangjiagang) Co. Ltd. is 100% of which Dow Chemical (China) Investment Company Limited owns 61.16% and Dow Financial Holdings Singapore Pte Ltd. owns 38.84%.

(13)

The Dow Chemical Company effective ownership of Dow Chemical (Zhangjiagang) Company Limited is 100% of which Dow Chemical (China) Investment Company Limited owns 10% and Dow Financial Holdings Singapore Pte Ltd. owns 90%.

(14)

The Dow Chemical Company effective ownership of Fort Saskatchewan Ethylene Storage Limited Partnership is 50% of which Dow Chemical Canada Inc. owns 49.9% and Fort Saskatchewan Ethylene Storage Corporation owns 0.2%. (Midland Pipeline Corp. owns 50% of Fort Saskatchewan Ethylene Storage Corporation.)

(15)

The Dow Chemical Company effective ownership of SAL Petrochemical (Zhangjiagang) Company Limited is 50% of which Dow Chemical (China) Investment Company Limited owns 10% and Dow Financial Holdings Singapore Pte Ltd. owns 40%.

(16)

The Dow Chemical Company effective ownership of Mycogen Corporation is 100% of which Centen Ag Inc. owns 11.89% and Rofan Services Inc. owns 88.11%.

(17)

The Dow Chemical Company effective ownership of DowBrands Inc. is 100% of which Dow AgroSciences LLC owns 21% and The Dow Chemical Company owns 79%.

(18)

The Dow Chemical Company effective ownership of PT Dow Chemical Indonesia is 100% of which The Dow Chemical Company owns 84.5991% and Dow Chemical Pacific (Singapore) Private Limited owns 15.4009%.

(19)

The Dow Chemical Company effective ownership of Dow AgroSciences Hungary KFT is 100% of which Dow AgroSciences Switzerland S.A. owns 99.97% and Dow AgroSciences Polska Sp z.o.o. owns 0.03%.

(20)

The Dow Chemical Company effective ownership of Ion Holdings LLC is 100% of which The Dow Chemical Company owns 60% and Rofan Services Inc. owns 40%.

(21)

The Dow Chemical Company effective ownership of Dow Quimica Mexicana S.A. de C.V. is 100% of which The Dow Chemical Company owns 84.58% and Union Carbide Corporation owns 15.42%.

(22)

The Dow Chemical Company effective ownership of Dow AgroSciences Argentina S.A. is 100% of which Dow AgroSciences B.V. owns 89.13% and Agrigenetics, Inc. owns 10.87%.

(23)

The Dow Chemical Company effective ownership of Hobbes Capital S.A., a fully consolidated entity, is 48%.

(24)

The Dow Chemical Company effective ownership of Dexco Polymers L.P. is 50% of which DW Dexco Investment LLC owns 49.5% and Dexco Polymers Operating Company LLC owns 1%. (The Dow Chemical Company owns 50% of Dexco Polymers Operating Company LLC).

234

(25)

The Dow Chemical Company effective ownership of Dow International Holdings General Partnership is 100% of which Dow International Holdings S.A. owns 99.93% and Dow Chemical International Ltd. owns 0.07%.

(26)

The Dow Chemical Company effective ownership of Dow Zwijndrecht B.V.B.A. is 100% of which Dow Europe Holding B.V. owns 99.65% and Dow InterBranch B.V. owns 0.35%.

(27)

The Dow Chemical Company effective ownership of Dow Quimica Argentina S.A. is 100% of which The Dow Chemical Company owns 87.89%, Union Carbide Corporation owns 11.99% and Union Carbide Pan America, Inc. owns 0.12%.

(28)

The Dow Chemical Company effective ownership of Dow Quimica Chilena S.A. is 100% of which The Dow Chemical Company owns 89.81%, Union Carbide Inter-America Inc. (Delaware) owns 10.16% and Union Carbide Pan America, Inc. owns 0.03%.

(29)

The Dow Chemical Company effective ownership of Dow International Holdings Company is 100% of which The Dow Chemical Company owns 81.72%, Essex Specialty Products LLC owns 10.87% and Union Carbide Corporation owns 7.41%.

(30)

The Dow Chemical Company effective ownership of Modeland International Holdings Inc. is 100% of which Dow Chemical Finance Canada Inc. owns 59.1% and Union Carbide Corporation owns 40.9%.

(31)

The Dow Chemical Company effective ownership of Dow Hungary Kft. is 100% of which Dow Europe Holding B.V. owns 99.98% and Dow InterBranch B.V. owns 0.02%.

(32)

The Dow Chemical Company effective ownership of Productos Quimicos Peruanos S.A. is 100% of which The Dow Chemical Company owns 91.21% and Union Carbide Inter-America Inc. (Delaware) owns 8.79%.

(33)

The Dow Chemical Company effective ownership of Johann Haltermann Ltd. is 100% of which Proresin Inc. owns 99% and Haltermann Incorporated owns 1%.

(34)

The Dow Chemical Company effective ownership of Valuepark Terneuzen C.V. is 50% of which Terneuzen Partnership Services B.V. owns 49.82% and Valuepark Terneuzen Beheer B.V. owns ..36%. (Dow Benelux B.V. owns 50% of Valuepark Terneuzen Beheer BV).

(35)

The Dow Chemical Company effective ownership of Dow Chemical International Pvt. Ltd. is 100% of which Dow Chemical Pacific (Singapore) Private Limited owns 99.99% and Dow Chemical (Singapore) Private Limited owns 0.01%.

(36)

The Dow Chemical Company effective ownership of AVC Holdings Inc. is 100% of which The Dow Chemical Company owns 63% and Dow Global Technologies Inc. owns 37%.

(37)

The Dow Chemical Company effective ownership of Dow Investment Argentina S.A. is 100% of which The Dow Chemical Company owns 97.1% and Essex Specialty Products LLC owns 2.9%.

(38)

The Dow Chemical Company effective ownership of Dow AgroSciences India Pvt. Ltd. is 100% of which Dow AgroSciences Agricultural Products Limited owns 99.99% and DAS Agricultural Investment Holding Company Ltd. owns 0.01%.

(39)

The Dow Chemical Company effective ownership of PBBPolisur S.A. is 100% of which Dow Investment Argentina S.A. owns 72% and The Dow Chemical Company owns 28%.

(40)

The Dow Chemical Company effective ownership of Dow Deutschland GmbH & Co OHG is 100% of which Dow Automotive (Deutschland) GmbH owns 35%, Safechem Europe GmbH owns 35% and ANGUS Chemie GmbH owns 30%.

(41)

The Dow Chemical Company effective ownership of DML Holding Inc. is 100% of which The Dow Chemical Company owns 88.84% and Union Carbide Corporation owns 11.16%.

(42)

The Dow Chemical Company effective ownership of GWN Holding, Inc. is 100% of which The Dow Chemical Company owns 88.84% and Union Carbide Corporation owns 11.16%.

(43)

The Dow Chemical Company effective ownership of Dow AgroSciences Bolivia S. A. is 100% of which Dow AgroSciences B.V. owns 99.00%; Dow AgroSciences Argentina S.A. owns 0.05% and Dow AgroSciences Paraguay S.A. owns 0.05%.

(44)

The Dow Chemical Company effective ownership of Dow AgroSciences Paraguay S. A. is 100% of which Dow AgroSciences B.V. owns 99.99% and Dow AgroSciences Argentina S.A. owns 0.01%.

(45)

The Dow Chemical Company effective ownership of Dow Chemical Korea Limited is 100% of which The Dow Chemical Company owns 85.82%, and Dow Europe Holding B.V. owns 14.18%.

235

QuickLinks

EXHIBIT 21

EX-23.(A)

	EXHIBIT 23(a)
Consent of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
The Dow Chemical Company:

We consent to the incorporation by reference of our reports dated February 14, 2007, relating to the consolidated financial statements and financial statement schedule (which report expresses an unqualified opinion and includes an explanatory paragraph relating to a change in method of accounting for defined benefit pension and other postretirement plans to conform to Statement of Financial Accounting Standards No. 158), of The Dow Chemical Company, and management's report on the effectiveness of internal control over financial reporting appearing in this Annual Report on Form 10-K of The Dow Chemical Company for the year ended December 31, 2006, in the following Registration Statements of The Dow Chemical Company:

Form S-3:
Nos.	333-101647 333-106533
Form S-4:
No.	333-88443
Form S-8:
Nos.	2-64560 33-21748 33-51453 33-52841 33-58205 33-61795 333-27379 333-27381 333-40271 333-43730 333-49183 333-67414 333-88443 333-91027 333-103518 333-103519 333-105080 333-115185 333-122932 333-138403

/s/ DELOITTE & TOUCHE LLP

Deloitte & Touche LLP
Midland, Michigan
February 14, 2007

236

EX-23.(B)

	EXHIBIT 23(b)
Analysis, Research & Planning Corporation's Consent

The Dow Chemical Company:

Analysis, Research & Planning Corporation ("ARPC") hereby consents to the use of ARPC's name and the reference to ARPC's reports in this Annual Report on Form 10-K of The Dow Chemical Company for the year ended December 31, 2006, and the incorporation by reference thereof in the following Registration Statements of The Dow Chemical Company:

Form S-3:
Nos.	333-101647 333-106533
Form S-4:
No.	333-88443
Form S-8:
Nos.	2-64560 33-21748 33-51453 33-52841 33-58205 33-61795 333-27379 333-27381 333-40271 333-43730 333-49183 333-67414 333-88443 333-91027 333-103518 333-103519 333-105080 333-115185 333-122932 333-138403

/s/ B. THOMAS FLORENCE

B. Thomas Florence
President
Analysis, Research & Planning Corporation
February 16, 2007

237

EX-31.(A)

The Dow Chemical Company and Subsidiaries EXHIBIT 31(a)

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Andrew N. Liveris, certify that:

1.

I have reviewed this annual report on Form 10-K of The Dow Chemical Company;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 20, 2007

/s/ ANDREW N. LIVERIS Andrew N. Liveris
President, Chief Executive Officer and
Chairman of the Board

238

EX-31.(B)

The Dow Chemical Company and Subsidiaries EXHIBIT 31(b)

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Geoffery E. Merszei, certify that:

1.

I have reviewed this annual report on Form 10-K of The Dow Chemical Company;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 20, 2007

/s/ GEOFFERY E. MERSZEI Geoffery E. Merszei
Executive Vice President and Chief Financial Officer

239

EX-32.(A)

The Dow Chemical Company and Subsidiaries EXHIBIT 32(a)

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Andrew N. Liveris, President, Chief Executive Officer and Chairman of the Board of The Dow Chemical Company (the "Company"), certify that:

1.

the Annual Report on Form 10-K of the Company for the year ended December 31, 2006 as filed with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ ANDREW N. LIVERIS

Andrew N. Liveris
President, Chief Executive Officer and
Chairman of the Board
February 20, 2007

240

EX-32.(B)

The Dow Chemical Company and Subsidiaries EXHIBIT 32(b)

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Geoffery E. Merszei, Executive Vice President and Chief Financial Officer of The Dow Chemical Company (the "Company"), certify that:

1.

the Annual Report on Form 10-K of the Company for the year ended December 31, 2006 as filed with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ GEOFFERY E. MERSZEI

Geoffery E. Merszei
Executive Vice President and Chief Financial Officer
February 20, 2007

241