| AGENDA ITEM 1: CANDIDATES FOR ELECTION AS DIRECTOR |
In accordance with the recommendation of the Governance Committee, the Board of Directors has nominated Arnold A. Allemang, Jacqueline K. Barton, James A. Bell, Jeff M. Fettig, Barbara Hackman Franklin, John B. Hess, Andrew N. Liveris, Geoffery E. Merszei, Dennis H. Reilley, James M. Ringler, Ruth G. Shaw and Paul G. Stern for election as Directors, to serve for a one-year term that expires at the Annual Meeting in 2009, and until their successors are elected and qualified.
Each nominee is currently serving as a Director and each has consented to serve for the new term. Director Reilley joined the Board following the 2007 Annual Meeting. All other nominees have previously been elected as Directors by the Company’s stockholders. Information in the biographies below is current as of February 19, 2008.
The Board of Directors unanimously recommends a vote FOR the election of ALL of these nominees as Directors.
The election of Directors requires a plurality of the votes actually cast. Withheld votes do not affect whether a nominee has received sufficient votes to be elected, and broker non-votes will have no effect on the outcome of this matter. As explained on the accompanying proxy, it is the intention of the persons named as proxies to vote in favor of the candidates nominated by the Board unless such authority is withheld. If something unanticipated should occur prior to the Annual Meeting making it impossible for one or more of the candidates to serve as a Director, votes will be cast in the best judgment of the persons authorized as proxies.
 |
Arnold A. Allemang, 65. Director since 1996.
Employee of Dow 1965-2008. Manufacturing General Manager, Dow Benelux N.V.* 1992-93. Regional Vice President, Manufacturing and Administration, Dow Benelux N.V.* 1993. Vice President, Manufacturing Operations, Dow Europe GmbH* 1993-95. Dow Vice President and Director of Manufacturing and Engineering 1996-97. Dow Vice President, Operations 1997-2000. Executive Vice President 2000-04. Senior Advisor 2004-08. Member of the Boards of Directors of National Action Counsel for Minorities in Engineering; Michigan Molecular Institute; MiTECH+; Michigan Baseball Foundation; and MidMichigan Innovation Center. Trustee of The Manufacturing Institute. Board of Fellows for Saginaw Valley State University; Advisory Board for Kansas State University, College of Engineering; President’s Circle of Sam Houston State University; American Chemical Society; and RPM Ventures. |
 |
Jacqueline K. Barton, 55. Arthur and Marian Hanisch Memorial Professor of Chemistry, California Institute of Technology. Director since 1993.
Assistant Professor of Chemistry and Biochemistry, Hunter College, City University of New York 1980-82. Columbia University: Assistant Professor 1983-85, Associate Professor 1985-86, Professor of Chemistry and Biological Sciences 1986-89. California Institute of Technology: Professor of Chemistry 1989 to date, Arthur and Marian Hanisch Memorial Professor of Chemistry 1997 to date. Named a MacArthur Foundation Fellow 1991, the American Academy of Arts and Sciences Fellow 1991, the American Philosophical Society Fellow 2000 and National Academy of Sciences member 2002. Named Outstanding Director 2006 by the Outstanding Director Exchange, Recipient of the Willard Gibbs Award 2006, Recipient of the American Chemical Society (“ACS”) Breslow Award 2003, ACS William H. Nichols Medal Award 1997, Columbia University Medal of Excellence 1992, ACS Garvan Medal 1992, Mayor of New York’s Award in Science and Technology 1988, ACS Award in Pure Chemistry 1988 and the Alan T. Waterman Award of the National Science Foundation 1985. Member of the Gilead Sciences Scientific Advisory Board. Director, GeneOhm Sciences Inc. 2001-05. |
 |
James A. Bell, 59. Executive Vice President, Finance; Chief Financial Officer, The Boeing Company. Director since 2005.
The Boeing Company - Executive Vice President, Finance and Chief Financial Officer, 2003 to date; Senior Vice President of Finance and Corporate Controller, 2000-03. Previous positions include Vice President of Contracts and Pricing for Boeing Space and Communications, 1996-2000; Director of Business Management of the Space Station Electric Power System at Boeing Rocketdyne unit, 1992-96. Member of the Boards of Directors of Joffrey Ballet, The Chicago Urban League, and New Leaders for New Schools. Member of the World Business Chicago, the Chicago Economic Club, and the Commercial Club of Chicago. |
 |
Jeff M. Fettig, 50. Chairman and Chief Executive Officer, Whirlpool Corporation. Director since 2003.
Whirlpool Corporation - Chairman and Chief Executive Officer 2004 to date; President and Chief Operating Officer 1999-2004; Executive Vice President 1994-99; President, Whirlpool Europe and Asia 1994-99; Vice President, Group Marketing and Sales, North American Appliance Group 1992-94; Vice President, Marketing, Philips Whirlpool Appliance Group of Whirlpool Europe B.V. 1990-92; Vice President, Marketing, KitchenAid Appliance Group 1989-90; Director, Product Development 1988-89. Director of Whirlpool Corporation. |
 |
Barbara Hackman Franklin, 67. President and CEO of Barbara Franklin Enterprises and Former U.S. Secretary of Commerce. Director 1980-92 and 1993 to date.
President and CEO, Barbara Franklin Enterprises, private investment and management consulting firm, 1995 to date. Business consultant 1993-95. U.S. Secretary of Commerce 1992-93. President and CEO, Franklin Associates 1984-92. Senior Fellow and Director of Government and Business Program, Wharton School, University of Pennsylvania 1979-88. Commissioner, U.S. Consumer Product Safety Commission 1973-79. Staff Assistant to the President of the United States 1971-73. Asst. Vice President, Citibank 1969-71 and manager in corporate planning, the Singer Company 1964-70. President’s Advisory Council for Trade Policy and Negotiations 1982-86, 1989-92. Directorship 100, (the most influential people in corporate governance) 2007. Outstanding Director, 2003, Outstanding Directors Exchange (ODX). Director of the Year, National Association of Corporate Directors 2000. John J. McCloy Award for contributions to auditing excellence 1992. Trustee and Chairman Emerita of the Economic Club of New York, member of the board of the National Association of Corporate Directors, the National Committee on U.S.-China Relations, the Atlantic Council, and Past Vice Chair of the U.S.-China Business Council. Member of the Public Company Accounting Oversight Board Advisory Council. Director of Aetna, Inc. Director or trustee of three funds in the American Funds family of mutual funds; Director of JP Morgan Value Opportunities Fund, Inc. |
 |
John B. Hess, 53. Chairman and Chief Executive Officer, Hess Corporation. Director since 2006.
Hess Corporation - Employee since 1977; Director 1978 to date; Chairman and Chief Executive Officer 1995 to date. Director of National Advisory Board of J.P. Morgan Chase & Co. Member of The Business Council, The National Petroleum Council, The Council of Foreign Relations, Dean’s Advisors of Harvard Business School, Board of Trustees for the Mount Sinai Hospital, Wildlife Conservation Society/NY Zoo, United Cerebral Palsy Research and Educational Foundation. Member of the Board of Directors of Lincoln Center for the Performing Arts. Former member of the Secretary of Energy Advisory Board. |
 |
Andrew N. Liveris, 53. Dow President, Chief Executive Officer & Chairman. Director since 2004.
Employee of Dow since 1976. General manager of Dow’s Thailand operations 1989-92. Group business director for Emulsion Polymers and New Ventures 1992-93. General manager of Dow’s start-up businesses in Environmental Services 1993-94. Vice President of Dow’s start-up businesses in Environmental Services 1994-95. President of Dow Chemical Pacific Limited* 1995-98. Vice President of Specialty Chemicals 1998-2000. Business Group President for Performance Chemicals 2000-03. President and Chief Operating Officer 2003-04. President and Chief Executive Officer 2004 to date and Chairman 2006 to date. Director of Citigroup, Inc. and the United States Climate Action Partnership. Chairman Emeritus of the American Chemistry Council. Chairman of the Board of the International Council of Chemical Associations. Member of the American Australian Association, The Business Council, the Business Roundtable, The Detroit Economic Club, the New York Economic Club, 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, 56. 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 1977-80. Dow Asia Pacific Credit Manager 1980-82. Dow Asia Pacific Finance and Credit Manager 1982-83. Dow Germany and Eastern Europe Treasurer 1983-86. Dow Foreign Exchange Manager 1986-88. Director of Finance for Dow Asia Pacific 1988-91. Director of Finance/Treasurer for Dow Europe 1991-96. Dow Vice President and Treasurer 1996-2001. Alcan, Inc. Executive Vice President and Chief Financial Officer 2001-05. Dow Executive Vice President and Chief Financial Officer 2005 to date. Board member of Dow Corning Corporation*, Dow Credit Corporation*, Dow Financial Services Inc.*, Mycogen Corporation*, and Oman Petrochemical Industries Company LLC*. Chairman of Dorinco Reinsurance Company*, Dow International Holdings, S.A.* and Liana Limited*. Board member of Chemical Financial Corporation. Chairman of the Conference Board’s Council of Financial Executives. Trustee and Executive Committee Member of the United States Council for International Business. |
 |
Dennis H. Reilley, 54. Non Executive Chairman, Covidien, Ltd. Director since 2007.
Covidien, Ltd.: Non Executive Chairman and Board member, April 2007 to present. Praxair, Inc.: Chairman, December 2000 to April 2007; President and Chief Executive Officer, 2000-06. E.I. DuPont de Nemours and Company: Executive Vice President and Chief Operating Officer, May 1999-2000; Executive Vice President, 1997-99; Vice President and general manager, Lycra business, 1996-97; Vice President and general manager, specialty chemicals business, 1994-95; Vice President and general manager, titanium dioxide business, 1990-94. Prior to 1989, held various senior executive positions with Conoco. Director of H.J. Heinz Company, Marathon Oil Company and the Conservation Fund. Former Chairman of the American Chemistry Council. |
 |
James M. Ringler, 62. Chairman of Teradata Corporation. Director since 2001.
Teradata Corporation: Chairman, October 2007 to present. NCR Corporation: Director and Chairman, 2005-07. Union Carbide Corporation*: Director, 1996-2001. Illinois Tool Works, Inc.: (following its merger with Premark International, Inc.), Vice Chairman, 1999-2004. Premark International, Inc.: Chairman, 1997-99; Director, 1990-99; Chief Executive Officer, 1996-99; President and Chief Operating Officer, 1992-96; Executive Vice-President, 1990-92. Tappan Company: President and Chief Operating Officer, 1982-86; White Consolidated Industries’ Major Appliance Group: President, 1986-90 (both companies are subsidiaries of Electrolux AB). Director of Autoliv Inc., Corn Products International, Inc., and FMC Technologies, Inc. Director of the Lyric Opera of Chicago. |
 |
Ruth G. Shaw, 60. Executive Advisor of Duke Energy Corporation. Director since 2005.
Duke Energy Corporation: Executive Advisor, October 2006 to present; Group Executive, Public Policy and President, Duke Nuclear, April 2006 to October 2006; President and Chief Executive Officer, Duke Power Company, 2003-06; Executive Vice President and Chief Administrative Officer, 1997-2003; President of The Duke Energy Foundation, 1994-2003; Senior Vice President, Corporate Resources, 1994-97; Vice President, Corporate Communications, 1992-94. President, Central Piedmont Community College, Charlotte, NC 1986-92. President, El Centro College, Dallas, TX 1984-86. Director of Wachovia Corporation and DTE Energy. Chair, Board of Trustees for the University of North Carolina at Charlotte; Chair, Carolina Thread Trail Governing Board. Board of Visitors at the Duke University Nicholas School of the Environment and Earth Sciences. Board Chair, National Center for Energy Workforce Development. |
 |
Paul G. Stern, 69. Chairman of Claris Capital. Director since 1992. Presiding Director since May 2006.
Chairman of Claris Capital, 2004 to date. Co-founder and General Partner of Arlington Capital Partners in 1999 and co-founder of Thayer Capital Partners in 1995. Special partner at Forstmann Little & Co. 1993-95. Northern Telecom Limited, Chairman of the Board 1990-93, Chief Executive Officer 1990-93, Vice Chairman and Chief Executive Officer 1989-90, Director 1988-93. President, Unisys Corporation (formerly Burroughs Corporation) 1982-87. Director of Whirlpool Corporation. Board member, Business Executives for National Security. Non-Executive Chairman, Claris Holdings LLC, and Council on Foreign Relations. Member of the Potomac Officers Club. |
* 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 February 19, 2007.) Dow Corning Corporation - a company ultimately 50 percent owned by Dow. Dorinco Reinsurance Company, Dow Benelux N.V., Dow Chemical Pacific Limited, Dow Credit Corporation, Dow Europe GmbH, Dow Financial Holdings Inc., Dow Financial Services Inc., Liana Limited, Mycogen Corporation, Oman Petrochemical Industries Company LLC and Union Carbide Corporation - all ultimately wholly owned subsidiaries of Dow. Ownership by Dow described above may be either direct or indirect.