Corporate Governance Guidelines

The Board of Directors of The Dow Chemical Company has adopted the following Corporate Governance Guidelines to assist the Board in the proper exercise of its responsibilities. The Board is elected by the Company's stockholders to oversee management and the Company's business results. The Board's purpose is to build long-term value for Dow stockholders and to ensure the continuity and vitality of the Company's businesses by setting policy for the Company, selecting the Chief Executive Officer, providing for succession planning, monitoring the performance of both the Company and the CEO, overseeing strategic planning, and providing management with appropriate advice and feedback. Management is responsible for and the Board is committed to ensuring that Dow operates in a legal and ethically responsible manner.

Director Qualification Standards and Selection of New Director Candidates

The Board has delegated to the Governance Committee the responsibility for reviewing and recommending nominees for membership on the Board. There are certain minimum qualifications for Board membership that Director candidates should possess, including strong values and discipline, high ethical standards, a commitment to full participation on the Board and its committees, relevant career experience, and a commitment to ethnic, racial and gender diversity. Candidates should possess individual skills, experience and demonstrated abilities that help meet the current needs of the Board, such as experience or expertise in some of the following areas: the chemical industry, global business, science and technology, finance and/or economics, competitive positioning, corporate governance, public affairs, and experience as Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of a major company. Other factors that are considered are independence of thought, willingness to comply with Director stock ownership guidelines, meeting applicable Director independence standards (where independence is desired) and absence of conflicts of interest. The Governance Committee shall adopt a process for identifying new Director candidates and disclose this process in each Annual Meeting proxy statement.

Director Independence

It shall be the policy of the Board that a substantial majority of the members of the Board of Directors, and all of the members of the Audit Committee, Compensation Committee and the Governance Committee, qualify as "independent directors" in accordance with applicable provisions of the Securities Exchange Act of 1934, and the rules promulgated thereunder, and the listing standards of the New York Stock Exchange, as they may from time to time be amended. The Board of Directors shall annually review and determine the independence of each Director.

A Director shall not be considered independent if he or she has a material relationship with the Company, either directly or as a partner, shareholder or officer of an entity that has a relationship with the Company. A "material relationship" would include sales to or purchases from the Company that exceed the greater of $1 million, or 2% of the consolidated gross revenues of the Company or the other entity. This independence analysis shall also apply to any charitable contributions by the Company to any charitable or non-profit organization in which a director serves as an executive officer.

Board Size

The number of Directors shall be no less than six nor more than twenty-one. This range provides diversity of thought and experience without hindering effective discussion or diminishing individual accountability. The Governance Committee shall conduct an annual assessment of the size and composition of the Board and from time to time make recommendations to the Board for changes in the size of the Board as appropriate.

Director Tenure

Non-employee Directors will not be renominated as a Director of the Company following their 70th birthday. Employee Directors shall retire from the Board following their 65th birthday. Employee Directors who serve as Chairman of the Board may, at the election of the Board, serve for up to five years as a Director after leaving the Company's executive management. Upon a change of primary employment of any Director, the Governance Committee shall consider the appropriateness of continued Board service.

Director Compensation

Director compensation shall be determined by the Governance Committee. The Company's policy shall be to ensure that Director compensation is appropriate and competitive to ensure the Company's ability to attract and retain highly-qualified Directors. Director compensation will be disclosed each year in the Company's Annual Meeting proxy statement.

Director and Executive Employee Stock Ownership Requirements

Requiring Directors and executive employees to have an appropriate equity ownership in the Company helps to more closely align their economic interests with those of other stockholders. Each Director shall, at all times, be an owner of the common stock of the Company. As a guideline, non-employee Directors shall own common stock of the Company equal in value to at least four times the amount of the annual board retainer fee, with a four-year time period after first election to achieve this level. The Compensation Committee shall adopt guidelines for Dow common stock ownership by executive employees.

Executive Compensation Recovery Policy

The Compensation Committee of the Board has adopted an executive compensation recovery policy applicable to executive officers. Under this policy, the Company may recover incentive income that was based on achievement of quantitative performance targets if an executive officer engaged in grossly negligent conduct or intentional misconduct that resulted in a financial restatement or in any increase in his or her incentive income. Incentive income includes income related to annual bonuses and long term incentives.

Board Committees and Charters

The names and duties of the standing committees of the Board of Directors shall be contained in the Company's Bylaws. Each standing committee shall adopt a written charter describing its duties. The charters shall be available on the Company's corporate governance website.

Frequency of Board and Committee Meetings

Regular meetings of the Board of Directors shall be held at such times and places as determined by the Board. The frequency of committee meetings shall be set forth in each committee's charter. Additional meetings of the Board and its committees shall be held in circumstances that create the need for a special meeting.

Selection of Agenda Items for Board and Committee Meetings

The Chairman of the Board and the Presiding Director shall establish the agenda for Board meetings. Similarly, the committee chairs shall establish the committee agendas.

Board and Committee Materials Distributed in Advance

The Board and its committees shall be provided with appropriate materials in advance of each meeting.

Presiding Director

The independent Directors shall elect one Director from among their membership as Presiding Director. Responsibilities of the Presiding Director shall include: leadership of executive sessions of the Board; working with the Chairman to call Board meetings, set the Board schedule and agenda and determine the appropriate materials to be provided to the Board; serving as a member of the Executive Committee; consulting with other Directors and facilitating communications between the Board and management; serving as focal point for shareholder communications addressed to independent members of the Board; ability to retain outside professionals on behalf of the Board as the Board may determine is necessary or appropriate; and such other functions as the Board may direct.

Executive Sessions of Non-Management Directors

The non-management Directors shall meet in executive sessions in connection with each regularly scheduled meeting of the Board, and at other times as they may determine is appropriate. Committees of the Board may also meet in executive session as they deem appropriate.

Board Self-Evaluation

The Governance Committee shall be responsible for annual evaluations of the Board and Board committees.

Director Access to Management and Independent Advisors

The Company shall provide each Director with complete access to the management of the Company, subject to reasonable efforts to avoid disruption to the Company's management, business and operations. The Board of Directors and Board committees shall have the right to consult and retain independent legal and other advisors at the expense of the Company.

Stockholder Communication with Directors

Interested parties may communicate directly with the full Board, the Presiding Director, the non-management Directors as a group, or with specified individual Directors by any one of several methods. These include mail addressed to The Dow Chemical Company, 2030 Dow Center, Midland, MI 48674 and by the "Contact Us" feature of Dow's corporate governance website at www.DowGovernance.com. The Presiding Director and other non-management Directors may also be directly contacted by email addressed to PresidingDirector@Dow.com.

In order that interested parties may contact the Board or individual Directors, the Company shall describe communication procedures in each Annual Meeting proxy statement and on its corporate governance website.

Annual Election of Directors

All Company Directors shall stand for election at each Annual Meeting of Stockholders.

Change in Director Occupation

When a Director's principal occupation or business association changes substantially during his or her tenure as a Director, that Director shall tender his or her resignation for consideration by the Governance Committee. The Governance Committee will recommend to the Board the action, if any, to be taken with respect to the resignation.

Chief Executive Officer Evaluation and Succession

The Compensation Committee and the other non-employee Directors shall conduct an annual review of the performance of the Chief Executive Officer.

The Board of Directors shall establish policies and procedures regarding succession to the Chief Executive Officer.

Code of Business Conduct

The Company shall adopt a Code of Business Conduct to provide guidelines for ethical conduct by Directors, officers and employees. In the area of corporate governance, the Code of Business Conduct shall contain guidance regarding conflicts of interest, corporate opportunities, confidentiality and protection of company assets. The Code of Business Conduct shall be posted on the Company's website.

The Company shall adopt a Code of Financial Ethics for the Chief Executive Officer, senior financial officers and appropriate financial managers.

Director Orientation and Continuing Education

The Company shall have an education and orientation program designed to familiarize new Directors with the Company, its management structure and operations, the industries in which the Company operates, and key legal, financial, and operational issues. Directors shall be provided with information regarding corporate governance and the structure and procedures of the Board and the committees on which the Directors will serve.

Directors shall be encouraged to attend appropriate Company and external continuing director education programs to help them stay current on corporate governance, best Board practices, financial and accounting practices, ethical issues for directors and management, and similar matters. Continuing education relating to the Company's business matters shall occur regularly.

Stockholder Approval of Preferred Stock Issuances

Any future issuance of preferred stock by the Company will require stockholder approval if the Board determines that such issuance is entitled to a number of votes that will increase by more than 10% the aggregate number of votes of the then outstanding common and preferred voting stock of the Company and determines that such issuance is primarily for the purpose of effecting a change in voting power to avoid an acquisition, merger or other takeover of the Company. However, stockholder approval shall not be required if the issuance of preferred stock is primarily for the purpose of raising capital, facilitating a financing, making an acquisition, providing for employee benefits or accomplishing any other proper corporate objective or transaction.

Periodic Review of Guidelines

These Corporate Governance Guidelines shall be reviewed periodically by the Board and the Governance Committee.