AGENDA ITEM 2: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Proxy Table of Contents: Notice of the Annual Meeting Voting Procedures Corporate Governance Agenda Item 1 Compensation Committee Report Compensation Discussion and Analysis Compensation Tables and Narrative Equity Compensation Plan Information Beneficial Ownership of Company Stock Agenda Item 2 Agenda Item 3 Agenda Item 4 Agenda Item 5 Agenda Item 6 Audit Committee Report Other Governance Matters Appendix A Map to Annual Meeting of Stockholders Dow Proxy Statement Home

	Agenda Item 2 • Fees Paid To The Independent Registered Public Accounting Firm

RESOLVED, that the appointment of Deloitte & Touche LLP to audit the 2008 consolidated financial statements and related internal control over financial reporting of The Dow Chemical Company and its subsidiaries, made by the Audit Committee with the concurrence of the Board of Directors, is hereby ratified.

The Company Bylaws provide that the selection of the independent registered public accounting firm must be presented for stockholder ratification or rejection at the Annual Meeting. The Audit Committee has appointed, and the Board has concurred subject to your ratification, Deloitte & Touche LLP to audit and report on the consolidated financial statements and related internal control over financial reporting of Dow and its subsidiaries for 2008. Deloitte & Touche LLP served as Dow’s independent registered public accounting firm for 2007. Deloitte & Touche LLP has offices at or near most of the locations where Dow operates in the United States and other countries.

Before making its determination on appointment, the Audit Committee carefully considers the qualifications and competence of candidates for the independent registered public accounting firm. For Deloitte & Touche LLP, this has included a review of its performance in prior years, its independence and processes for maintaining independence, the results of the most recent internal quality control review or Public Company Accounting Oversight Board inspection, the key members of the audit engagement team, the firm’s approach to resolving significant accounting and auditing matters including consultation with the firm’s national office, as well as its reputation for integrity and competence in the fields of accounting and auditing. Additional information may be found in the Audit Committee Report and Audit Committee charter available on the Company’s corporate governance website at www.DowGovernance.com.

The Audit Committee has expressed its satisfaction with Deloitte & Touche LLP. In February 2008, Deloitte & Touche LLP advised the Audit Committee that, like all other major accounting firms, it has been named as a defendant in a number of civil lawsuits, most of which are premised on allegations that financial statements issued by clients and reported on by the firm were incorrect. Deloitte & Touche LLP has further advised the Audit Committee that based on the firm’s historical experience and understanding of the circumstances giving rise to such lawsuits, the firm does not believe that they will have a significant impact on the firm’s ability to serve as the independent registered public accounting firm for the Company. The Audit Committee has concluded that the ability of Deloitte & Touche LLP to perform services for the Company is not adversely affected by such litigation.

Representatives of Deloitte & Touche LLP will attend the Annual Meeting and may make a statement if they wish. They will be available to answer stockholder questions at the Meeting.

Approval of this proposal to ratify the appointment of Deloitte & Touche LLP requires a majority of votes actually cast on the matter. For purposes of determining the number of votes cast on the matter, only those cast “for” or “against” are included. Abstentions and broker non-votes are not included. In the event that the selection of Deloitte & Touche LLP is not ratified by stockholders, the Audit Committee will take that into account in connection with any future decisions as to the selection of a firm to serve as the Company’s auditors, although by law the Audit Committee has final authority over the determination of whether to retain Deloitte & Touche LLP or another firm at any time.

The Board of Directors unanimously recommends that stockholders vote FOR the proposal to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for Dow and its subsidiaries for 2008.

FEES PAID TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM [top]

For the years ended December 31, 2007 and 2006, professional services were performed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates. Audit and audit‑related fees aggregated $22,816,000 and $19,869,000 for the years ended December 31, 2007 and 2006, respectively. Total fees paid to the independent registered public accounting firm were:

Type of Fees 2007 2006   $ in thousands Audit Fees (a) $20,840 $18,783 Audit‑Related Fees (b) 1,976 1,086 Tax Fees (c) 5,818 4,126 All Other Fees 0 0 TOTAL $28,634 $23,995

(a) The aggregate fees billed for the integrated audit of the Company’s annual financial statements and audit of internal control over financial reporting, the reviews of the financial statements in quarterly reports on Form 10-Q, comfort letters, consents, statutory audits and other regulatory filings. (b) Primarily for audits of employee benefit plans’ financial statements, due diligence procedures for acquired businesses, audits and reviews of divested businesses, and agreed-upon procedures engagements. Amount for 2006 revised to conform to current year presentation. (c) For preparation of expatriate employees’ tax returns and related compliance services – $5,584,000 in 2007 and $3,663,000 in 2006; international tax compliance – $170,000 in 2007 and $256,000 in 2006; corporate tax consulting – $64,000 in 2007 and $104,000 in 2006; and tax return preparation compliance software – $0 in 2007 and $103,000 in 2006.

Agenda Item 3 >>