A copy of the Performance Shares Deferred Stock Units Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2010

1.

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

2.

The target number of Performance Deferred Stock Units you are awarded under this Agreement (“Target Units”) is outlined in the accompanying award letter with _____ as the effective date of the grant. Performance Deferred Stock Units are earned over a three-year period beginning _____ and ending on _____ (the "Performance Period"). The maximum number of Units that can be earned totals 250 percent of Target Units.

3.

The total number of Deferred Stock Units earned under this grant will be determined and released in the form of Deferred Stock Units “Units” no later than _____. Prior to issuance and delivery of the Units you shall have no rights to the Units earned under this Agreement. In each year prior to issuance and delivery, you (or your successors) shall make arrangements satisfactory to the Compensation Committee for the payment of any taxes required to be withheld in connection with your right to the Units under all applicable laws and regulations of any governmental authority, whether federal, state or local and whether domestic or foreign. The Company and its Subsidiaries or Affiliates (collectively and individually a “Dow Company”) and their directors, officers, employees, or agents shall not be liable for any delay in issuance or receipt of any Units pursuant to this Agreement.

4.

This Agreement shall terminate and your rights under this Agreement shall be forfeited if your employment with any Dow Company is terminated for any reason other than death, disability or retirement, or a Special Separation Situation. In the event of your retirement, death or disability, your current year’s Performance Deferred Stock Unit Grant will be prorated based on the period of time worked during the year.  If you take a leave of absence from a Dow Company, for any reason, your grant under this Agreement will be subject to the leave of absence policy established by the Compensation Committee for Plan Awards. For purposes of this Agreement, “retirement” is defined in your home country retirement policy in effect at the inception of this Agreement. You shall be considered to be disabled for purposes of this Agreement in the event you, by reason of any medically determinable physical or mental impairment which can be expected to result in death or which can be expected to last for a continuous period of not less than 12 months, are receiving income replacement benefits for a period of not less than 3 months under an accident and health plan or arrangement covering employees of the Company.  Your death or disability shall not accelerate the time of payment of Deferred Stock under this Agreement.

5.

A “Special Separation Situation” is defined as a situation in which (a) a Dow Company terminates your employment by employer action for a reason that qualifies you for a severance benefit (which includes the Special Stock Treatment described in this section 5) under a severance plan sponsored by a Dow Company, and (i) you fulfill the requirements of the severance plan in order to qualify for payment of the severance benefit, and (ii) you and the Dow Company sign a Release that provides for the Special Stock Treatment described in this section 5; or (b) a Dow Company terminates your employment by employer action, and i) you do not qualify for a severance benefit under a severance plan sponsored by the Dow Company under the circumstances specified in paragraph 5a, and ii) the reason for termination was not because of the violation of an employer rule, or a law, regulation or other such government requirement, or dishonesty or theft, or because you engaged in activity harmful to the interests of, or in competition with, a Dow Company, and iii) you and the Dow Company sign a Release that provides for the Special Stock Treatment described in this section 5. If your employment is terminated under a Special Separation Situation, then your Award shall receive Special Stock Treatment. Special Stock Treatment means that (i) the target number of Units in your grant shall be reduced to a new target number of Units that is proportionate to the period of time you were employed by the Dow Company during the stated performance period and (ii) the number of Units actually earned and delivered, if any, under the grant shall be

 

determined by applying the performance measures applicable to the grant to the proportionally reduced target number of Units determined in accordance with subclause (i) above. This proportionally reduced amount of the target Units shall be calculated by dividing (x) the period of time between the beginning of the performance period and the date of termination of employment by (y) the performance period.

6.

For each Dow Common Stock dividend record date between _____ and _____, an account in your name will be credited with a sum of money equal to the amount that you would have received in dividends if Dow Common Stock instead of Deferred Stock Units had been issued to you (the "Dividend Equivalents"). The Dividend Equivalents associated with each installment of Units delivered to you pursuant to Section 3 will be paid in cash to you as additional compensation on a date between _____ and _____. Awardees regularly paid compensation by a Dow Company in other than U.S. dollars will receive such payment of Dividend Equivalents converted from U.S. dollars at the Dow inter-company trading rate in effect at the time of delivery.

7.

Your right to future issuance and delivery of Units may not be sold, pledged, assigned or otherwise transferred (except as hereinafter provided) and any attempt to sell, pledge, assign or otherwise transfer shall be void and your rights to the Units shall therefore be forfeited. Your right to such future issuance and delivery shall, however, be transferable by will or pursuant to the laws of descent and distribution or you may make a written designation of a beneficiary on the form prescribed by the Company, which beneficiary (if any) shall succeed to your rights under this Agreement in the event of your death.

8.

Upon the occurrence of a Change of Control as defined in the Plan, your right to receive the number of units credited to your account under this Agreement shall not be forfeitable under any circumstances, and your units will continue to be delivered based on the original deferral period schedule, and Payment Date, if applicable.  . If you also experience an involuntary Separation from Service from Dow or an affiliate thereof within two years following a Change of Control, and prior to the Payment Date, the Company shall deliver these units to you on the 30th day following such Separation from Service.

9.

If at any time during the term of this Agreement you engage in any act of Unfair Competition (as defined below), this Agreement shall terminate effective on the date on which you enter into such act of Unfair Competition, unless terminated sooner by operation of another term or condition of this Agreement or the Plan. In addition, if at any time within three years after issuance and delivery of the Units under this Agreement you engage in any act of Unfair Competition, you shall promptly pay to the Company the Fair Market Value of Units Earned and Dividend Equivalents paid. The Compensation Committee shall, in its sole discretion, determine when any act of Unfair Competition has occurred, and the determination of the Compensation Committee shall be final and binding as to all parties. For purposes of this Agreement, the term “Unfair Competition” shall mean and include activity on your part that is in competition with a Dow Company or is or may be harmful to the interests of a Dow Company, including but not limited to conduct related to your employment for which either criminal or civil penalties against you may be sought, or your acceptance of employment with an employer that is in competition with a Dow Company.

10.

In the event that additional shares of Common Stock of the Company are issued pursuant to a stock split or a stock dividend, the Board of Directors shall make appropriate adjustments in the number and kind of Target Units credited to your account on the books of the Company as deemed appropriate.

11.

Nothing contained in this Agreement shall confer or be deemed to confer upon you any right with respect to continuance of employment by a Dow Company, nor interfere in any way with the right of a Dow Company to terminate your employment at any time with or without assigning a reason therefore.

12.

This document shall constitute a Performance Deferred Stock Units Agreement between the Company and you, and this Agreement shall be deemed to have been made on _____. To the extent that federal laws do not otherwise control, this Agreement shall be governed by the laws of the state of Delaware and construed accordingly. Subject to earlier termination by operation of another term or condition of this Agreement or the Plan, this Agreement will expire when Units Earned are delivered or when it is determined by the Compensation Committee that the Company’s strategic financial performance objectives have not been achieved, whichever date is earlier. You may choose to reject this award by written notice delivered to the Compensation Committee of the Company within ninety days of your receipt of this instrument. Individuals who reject this Performance Deferred Stock Units Agreement will not receive additional cash or non-cash compensation in lieu of the Performance Deferred Stock Units.