NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 9, 1996
March 20, 1996
Dear Dow Stockholder:
The Annual Meeting of Stockholders of The Dow Chemical Company will be
held on Thursday, May 9, 1996, at 2 p.m. at the Midland Center for the
Arts, 1801 West St. Andrews, Midland, Michigan.
Stockholders will vote upon the following matters either by proxy or
in person:
1. Election of ten Directors.
2. Ratification of the selection of Deloitte & Touche LLP as Dow's
independent auditors for 1996.
3. Transaction of any other business that may properly come before
the meeting.
Your vote on the business to be considered at this meeting is
important, regardless of the number of shares you own. Please
complete, sign and date the enclosed proxy voting form and mail it
promptly in the enclosed envelope to make sure that your shares will
be represented. If your form is not returned, your shares may not be
voted.
The Board of Directors has set the close of business on March 11,
1996, as the record date for determining stockholders entitled to
receive notice of the meeting and any adjournment and to vote. A list
of stockholders entitled to vote shall be open to any stockholder for
any purpose relevant to the meeting for ten days before the meeting,
from 8:30 a.m. to 5 p.m., at my office at 2030 Dow Center, Midland,
Michigan.
Seating is limited, so the Board has established the rule that
stockholders only may attend or up to three people holding proxies for
any one stockholder or account (in addition to those named as Board
proxies on the printed proxy forms). Proxy holders are asked to
present their credentials to one of my representatives in the lobby
before the meeting begins.
You will need a validated ticket of admission for the meeting.
Stockholders will receive a ticket as part of their proxy material.
Stockholders of record and participants in the Dividend Reinvestment
Plan, the Dow Salaried Employees' Savings Plan and the Dow Hourly
Employees' Savings Plan need only to check the box on the proxy form
to validate their preprinted ticket and to indicate that they will
attend. Other stockholders holding their stock in nominee name or
beneficially will receive a ticket with their proxy material and need
to take no further action. Questions may be directed to Dow's
transfer agent at 1-800-DOW-5606 or (617) 575-3899.
Hearing amplification devices will be available at the meeting.
/s/ Donna J. Roberts
Donna J. Roberts
Secretary
INTRODUCTION
This proxy statement and proxy form are being sent to all stockholders
of The Dow Chemical Company ("Dow" or the "Company") as of the close
of business on March 11, 1996, the record date for the Annual Meeting
of Stockholders to be held on May 9, 1996.
In the following pages, you will find information on your Board of
Directors, the candidates for election to the Board and the continuing
Directors, and one resolution to be voted upon at the Annual Meeting
of Stockholders or any adjournment of that meeting. The background
information in this proxy statement has been supplied to you at the
request of the Board of Directors to help you decide how to vote.
Voting Your Shares by Proxy Form
You are encouraged to use the proxy form to cast your votes. Your
shares will be voted if the proxy is properly signed, dated and
received prior to May 9, 1996, the date of the Annual Meeting. If no
specific choices are made by you, as explained on your proxy form, the
shares represented by your executed proxy form will be voted as
recommended by the Board of Directors. You may revoke your proxy at
any time before its use at the meeting by sending a written
revocation, by sending a proxy bearing a later date, or by attending
the meeting and voting in person.
The Company has a confidential voting policy that respects the right
of each stockholder to vote upon matters free from coercion and
retaliation and requires that the proxies and ballots of all
stockholders be kept confidential from the Company's management and
Board unless disclosure is requested by the stockholders, unless
disclosure is necessary to meet legal requirements or to assert or
defend claims, or during a contested solicitation or election. It
further provides that employees may confidentially vote their shares
of Company stock held by the Company pension plans, and requires the
appointment of independent tabulators and inspectors of election.
Shares Outstanding
At the close of business on the record date, March 11, 1996, there
were 251,272,372 shares of Dow common stock and 1,509,315 shares of
Series A ESOP Convertible Preferred Stock outstanding and entitled to
vote. Each share of common stock is entitled to one vote. Preferred
stockholders will vote with the holders of common stock as one class
and are entitled to the same number of votes as the shares of Dow
common stock into which the ESOP stock could be converted, according
to a fixed formula based on the market price of common stock for five
consecutive trading days ending on and including the record date.
Each share of ESOP stock this year converts to 1.056 votes.
Proxies on Behalf of the Board
The enclosed proxy is being solicited by the Board of Directors to
provide an opportunity to vote on agenda items to all stockholders of
record, whether or not they are able to attend the Annual Meeting.
Proxies on behalf of the Board may be solicited in person, by mail, by
telephone or by electronic communication by Dow officers and
employees. They will not be specially compensated for their services
in this regard. Dow has retained Georgeson & Co. to aid in the
solicitation of stockholders, primarily brokers, banks and other
institutional investors, for an estimated fee of $17,000.
Arrangements have been made with brokerage houses, nominees and other
custodians and fiduciaries to send materials to their principals and
their reasonable expenses will be reimbursed on request. The cost of
solicitation will be borne by the Company.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The ultimate authority to manage the business of The Dow Chemical
Company rests with the Board of Directors. The Board appoints the
Company's officers, assigns responsibilities for management of the
Company's operations to them and reviews their performance.
In the past year, three Directors have left the Board: Andrew J.
Butler, a Director since 1984; Fred W. Lyons, Jr., a Director since
1991; and Enrique J. Sosa, a Director since 1990. One incumbent
Director is not standing for reelection: William J. Neely, who has
served as a Director since 1988, will retire at the conclusion of the
annual meeting in May 1996. The advice and experience of each of
these Directors will be greatly missed by the Company and by their
colleagues on the Board.
There were eight Board meetings in 1995. Thirteen of the Directors
attended 100 percent of the Board meetings and all the Directors
attended the last Annual Meeting of Stockholders. The Company is
required to report whether any Director attended fewer than 75 percent
of the sum of the total number of Board meetings and the total number
of Board committee meetings that each respective Director was eligible
to attend during the past year. Because of conflicts in the meeting
schedules of two committees on which he served, Dr. Stern fell
slightly below that threshold. The committee assignments have been
changed for the coming year to prevent such concurrent meeting
obligations for any Director.
Board committees perform many important functions. The
responsibilities of each committee are stated in the Bylaws. The
Board, upon the recommendation of the Committee on Directors, elects
members to each committee and has the power to change the
responsibilities assigned to any committee or the committee
membership. A brief description of the current standing Board
committees follows, with memberships listed as of March 11, 1996:
Executive Committee: Exercises the powers of the Board to manage the
Company between meetings of the Board. Thirteen meetings in 1995.
Members: W. S. Stavropoulos (Chairman), A. J. Carbone, M. D. Parker,
F. P. Popoff and J. P. Reinhard.
Audit Committee: Recommends a firm of independent auditors to be
appointed by the Board, subject to ratification by the stockholders.
Reviews the Company's annual consolidated financial statements.
Consults separately with the independent auditors, the Corporate
Auditor and the Controller with regard to the adequacy of internal
controls. Reviews with the independent auditors the proposed plan of
audit and the results. Four meetings in 1995. Members: B. H.
Franklin (Chairman), A. D. Gilmour, H. T. Shapiro and P. G. Stern.
Compensation Committee: Establishes salaries, bonuses and other
compensation for Dow Directors and officers and for certain other
managerial and professional personnel. Administers the Company's
award and option plans. Six meetings in 1995. Members: H. T.
Shapiro (Chairman), W. D. Davis, B. H. Franklin, A. D. Gilmour and P.
G. Stern.
Committee on Directors: Studies the size and makeup of the Board and
its committees and recommends candidates for Board and committee
membership. Five meetings in 1995. Members: W. D. Davis (Chairman),
F. P. Popoff, H. T. Shapiro, W. S. Stavropoulos and P. G. Stern.
Environment, Health and Safety Committee: Has the authority and
responsibility to assess all aspects of the Company's environment,
health and safety policies and performance, and to make
recommendations to the Board and management with regard to promoting
and maintaining superior standards of performance. Seven meetings in
1995. Members: W. J. Neely (Chairman), J. K. Barton, D. T. Buzzelli,
F. P. Corson, J. C. Danforth, M. L. Dow and M. D. Parker.
Finance Committee: Reviews Dow's financial affairs and makes
recommendations to the Board concerning financial matters. Seven
meetings in 1995. Members: J. P. Reinhard (Chairman), A. J. Carbone,
J. L. Downey, E. C. Falla, M. D. Parker, F. P. Popoff and W. S.
Stavropoulos.
Investment Policy Committee: Establishes investment policy and
reviews the performance of funds invested for the Dow Employees'
Pension Plan. Helps establish investment policies for other funds
and entities connected with the Company. Five meetings in 1995.
Members: M. L. Dow (Chairman), F. P. Corson, J. L. Downey, E. C.
Falla, J. P. Reinhard and P. G. Stern.
Public Interest Committee: Assesses aspects of Dow's business
decisions to determine their social impact and makes recommendations
to the Board and management regarding the most socially desirable
alternatives. Recommends to the Board an annual budget for charitable
contributions. Four meetings in 1995. Members: D. T. Buzzelli
(Chairman), J. K. Barton, A. J. Carbone, F. P. Corson, J. C. Danforth,
W. D. Davis, M. L. Dow, J. L. Downey, B. H. Franklin, W. J. Neely, H.
T. Shapiro and W. S. Stavropoulos.
Agenda Item 1
BOARD OF DIRECTORS
CANDIDATES FOR ELECTION AND CURRENT DIRECTORS
The Dow Board of Directors is divided into three classes. Each class,
as described in the chart below, serves a term of three years. The
terms of the Directors in each class expire at the Annual Meeting in
the year listed on the chart.
Class I Directors Class II Directors Class III Directors
1996 1997 1998
Jacqueline K. Barton Fred P. Corson John C. Danforth*
David T. Buzzelli Willie D. Davis Enrique C. Falla
Anthony J. Carbone* Michael L. Dow Allan D. Gilmour*
Joseph L. Downey Michael D. Parker* Frank P. Popoff
Barbara Hackman Franklin J. Pedro Reinhard* William S. Stavropoulos
William J. Neely* Paul G. Stern
Harold T. Shapiro
* Anthony J. Carbone became a Director on July 13, 1995, and is
nominated for Class I. William J. Neely, whose term as a Director
expires at the 1996 annual meeting, is not standing for reelection
due to retirement. Michael D. Parker and J. Pedro Reinhard, who
became Directors on July 13, 1995, and October 12, 1995,
respectively, are nominated for Class II. Nominated for Class III
are John C. Danforth and Allan D. Gilmour, who became Directors on
February 8, 1996, and July 13, 1995, respectively.
In accordance with the recommendation of the Committee on Directors,
the Board of Directors has nominated Jacqueline K. Barton, David T.
Buzzelli, Anthony J. Carbone, Joseph L. Downey, Barbara Hackman
Franklin and Harold T. Shapiro for election as Directors in Class I to
serve three-year terms to expire at the Annual Meeting in 1999 and
until their successors are elected and qualified; Michael D. Parker
and J. Pedro Reinhard for election as Directors in Class II to serve
one-year terms to expire at the annual meeting in 1997 and until their
successors are elected and qualified; and John C. Danforth and Allan
D. Gilmour for election as Directors in Class III to serve two-year
terms to expire at the annual meeting in 1998 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. The election of Directors requires a
plurality of the votes actually cast. The Board of Directors
recommends a vote FOR the election of all of these nominees as
Directors. You may withhold your vote for a particular candidate by
writing that person's name in the space provided on your voting form
and checking the box indicating a vote withheld, or otherwise
following directions on your voting form.
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. If something should happen prior to the Annual Meeting
making it impossible for one or more of the candidates to serve, votes
will be cast in the best judgment of the persons authorized as
proxies. Information in the biographies that follow is current as of
March 11, 1996.
CANDIDATES FOR ELECTION AS DIRECTOR
Photo 1
Jacqueline K. Barton, 43, 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. Professor of Chemistry, California
Institute of Technology 1989 to date. Named a MacArthur Foundation
Fellow 1991. Recipient of the Columbia University Medal of Excellence
1992, American Chemical Society ("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 American Academy of Arts and Sciences
and the Gilead Sciences Scientific Advisory Board. Trustee of Barnard
College.
Photo 2
David T. Buzzelli, 54, Dow Vice President and Corporate Director of
Environment, Health & Safety, Public Affairs and Information Systems.
Director since 1993.
Employee of Dow since 1965. Manager of Agricultural Products, Health
and Environmental Services, Michigan Division 1980-84. Director of
Government and Public Affairs 1984-86. Vice President of Dow Chemical
U.S.A. 1984-86. Chairman, President and CEO of Dow Chemical Canada
Inc.* 1986-90. Vice President 1990 to date. Corporate Director of
Environment, Health and Safety 1990 to date. Corporate Director of
Public Affairs 1993 to date. Management responsibility for
Information Systems 1994 to date. Director of Dow Corning
Corporation.* Co-Chairman of the President's Council on Sustainable
Development. Member of The Conference Board Council on Environmental
Affairs, Chairman of The Keystone Center Board of Trustees, World
Resources Institute Advisory Board and the Midland Community Center
Board of Trustees.
Photo 3
Anthony J. Carbone, 55, Dow Group Vice President for Plastics,
Hydrocarbons and Energy. Director since 1995.
Employee of Dow since 1962. Dow Latin America Marketing Director for
Plastics 1974-76. Dow Business Manager for STYROFOAM 1976-80,
Director of Marketing for Functional Products and Systems 1980-83.
Dow U.S.A. General Manager of the Coatings and Resins Department 1983-
86, General Manager of Separation Systems 1986-87, Vice President Dow
Plastics 1987-91. Dow North America Group Vice President for Plastics
1991-93. Group Vice President, Dow Plastics 1993-95. Group Vice
President - Plastics, Hydrocarbons and Energy 1995 to date. Director,
Dow-United Technologies Composite Products, Inc.* Board member of the
Society of Plastics Industries and the American Plastics Council.
Photo 4
John C. Danforth, 59, Partner, Bryan Cave LLP, and Former United
States Senator. Director since 1996.
Partner with the law firm of Bryan Cave LLP with offices in St. Louis,
Kansas City, and fourteen other cities in the United States and
abroad, 1995 to date. Attorney General of Missouri 1969-76. United
States Senate 1976-95, serving on the Committee on Finance; Committee
on Commerce, Science and Transportation; and the Select Committee on
Intelligence. Recipient of the St. Louis Award, the Harry S Truman
Good Neighbor Award, the St. Louis Man of the Year Award, the Right
Arm of St. Louis Award, the University of Missouri-Kansas City
Chancellor's Medal Award, the Presidential World Without Hunger Award,
the Legislative Leadership Award of the National Commission Against
Drunk Driving, the Distinguished Missourian and Brotherhood Awards of
the National Conference of Christians and Jews.
Photo 5
Joseph L. Downey, 59, Dow Senior Consultant. Chairman of DowElanco.*
Director since 1989.
Employee of Dow since 1961. Dow Chemical U.S.A. Vice President 1983-
86. Dow Vice President 1985-91, Senior Vice President 1991-94.
President of Dow Consumer Products Inc.* 1986-88. Director of
DowBrands Inc.* 1988 to date. Chairman of the Board of DowBrands
Inc.* 1988-95. Chairman of the Board of DowElanco* 1989 to date.
Photo 6
Barbara Hackman Franklin, 55, President and CEO, Barbara Franklin
Enterprises, and Former U.S. Secretary of Commerce. Director 1980-92
and 1993 to date.
U.S. Consumer Product Safety Commission 1973-79, Vice Chairman 1973-74
and 1977-78. Wharton School of the University of Pennsylvania, Senior
Fellow 1979-89, Director of the Government and Business Program 1980-
88. President and CEO, Franklin Associates 1984-92. U.S. Secretary
of Commerce 1992-93. President and CEO, Barbara Franklin Enterprises
1995 to date. Alternate Representative to 44th United Nations General
Assembly 1989-90. President's Advisory Committee for Trade Policy and
Negotiations 1982-86 and 1989-92. AICPA Board of Directors 1979-86,
Auditing Standards Board Planning Committee 1989-92. Advisor to U.S.
Comptroller General 1984-92 and 1995 to date. Director of Aetna Life
& Casualty Company, AMP Incorporated and MedImmune, Inc.
Photo 7
Allan D. Gilmour, 61, Retired Vice Chairman of Ford Motor Company.
Director since 1995.
Employee of Ford Motor Company 1960-95, Assistant to the Executive
Vice President - Finance 1968-72. Ford Motor Credit Company,
Executive Vice President - Administration 1972-73, Executive Vice
President - Administration and Special Financing Operations 1973-75,
President 1975-77. Ford Executive Director of Corporate and North
American Analysis 1977-79, Corporate Vice President and Controller
1979-84, Vice President - External and Personnel Affairs 1984-86,
Executive Vice President and Chief Financial Officer 1986-87.
Executive Vice President - International Automotive Operations 1987-
89, Executive Vice President - Corporate Staffs 1989-90, President -
Ford Automotive Group 1990-93. Director of Ford Motor Company 1986-
95, Vice Chairman 1993-95. Director of DTE Energy Company, The
Prudential Insurance Company of America, U S West, Inc. and Whirlpool
Corporation.
Photo 8
Michael D. Parker, 49, Dow Group Vice President, Vice President for
Chemicals and Metals, and President of Dow North America. Director
since 1995.
Employee of Dow since 1968. Dow Europe S.A.* Product Marketing
Manager for Epoxy Resins 1977-79, Director of Marketing for Inorganic
Chemicals 1979-82, Director of Marketing for Organic Chemicals 1982-
83, Commercial Director for the Functional Products Department 1983-
84. Dow U.S.A. General Manager of the Specialty Chemicals Department
1984-87. Dow Chemical Pacific Limited* Commercial Vice President 1987-
88, President 1988-93. Dow Group Vice President 1993 to date, Group
Vice President - Chemicals and Hydrocarbons 1993-95, Vice President
for Chemicals and Metals 1995 to date. President Dow North America
1995 to date. Director of Destec Energy, Inc.* and the National
Association of Manufacturers.
Photo 9
J. Pedro Reinhard, 50, Dow Financial Vice President, Treasurer and
Chief Financial Officer. Director since 1995.
Employee of Dow since 1970. Dow Brazil Area Finance Director 1978-81.
Dow Europe S.A.* Finance Director 1981-85, Vice President 1985-88.
Managing Director, Dow Italy 1985-88. Dow Assistant Treasurer 1984-
85, Treasurer 1988 to date, Vice President 1990-95, Financial Vice
President and Chief Financial Officer 1995 to date. Director of
DowElanco* and Destec Energy, Inc.* Chairman of the Board of Liana
Limited.* Member of the Financial Accounting Standards Advisory
Council, National Association of Corporate Treasurers and the
Financial Executives Institute.
Photo 10
Harold T. Shapiro, 60, President of Princeton University. Director
since 1985.
President of The University of Michigan 1980-87. President of
Princeton University 1988 to date. Presidential Appointment to the
Council of Advisors on Science and Technology 1990-92. Member of the
Institute of Medicine and the American Philosophical Society. Fellow
of the American Academy of Arts and Sciences. Trustee and Chair of
the Board of the Alfred P. Sloan Foundation. Trustee of the
University of Pennsylvania Medical Center, The Universities Research
Association, and the Educational Testing Service. Director of the
National Bureau of Economic Research.
CURRENT DIRECTORS
Photo 11
Fred P. Corson, 54, Dow Vice President and Director of Research and
Development. Director since 1994.
Employee of Dow since 1967. Director of Research and Development for
Dow Latin America 1980-83 and Dow U.S.A. Plastics Department 1983-87.
General Manager of Engineering Thermoplastics Department 1985-87.
Vice President of Research and Development, Dow U.S.A. Plastics 1987-
90. Director of Research and Development 1990 to date. Vice
President 1991 to date. Director of the Michigan Molecular Institute.
Member of the Council for Chemical Research; Industrial Research
Institute; American Chemical Society; Advisory Board for the National
Sciences Resource Center; and the Alumni and Industrial Advisory
Council for the Department of Chemistry, University of Michigan.
Photo 12
Willie D. Davis, 61, President and Chief Executive Officer of All Pro
Broadcasting, Inc. Director since 1988.
President and Chief Executive Officer of All Pro Broadcasting, Inc., a
Los Angeles broadcasting company, 1976 to date. Director of Wicor,
Inc.; Sara Lee Corporation; Alliance Bank; MGM/UA Grand Company; Kmart
Corporation; Johnson Controls Inc.; L.A. Gear Inc.; Rally's Hamburgers
Inc.; and the Strong Funds. Trustee of the University of Chicago,
Occidental College and Marquette University. Member of the Grambling
College Foundation and the Ewing Marion Kauffman Center for
Entrepreneurial Leadership Development Committee.
Photo 13
Michael L. Dow, 61, Chairman and Chief Executive Officer of General
Aviation, Inc. Director since 1988.
Founder, Chairman and Chief Executive Officer of General Aviation,
Inc., a provider of aviation-related services located in Lansing,
Michigan, 1965 to date. Owner of Michael L. Dow Associates. Director
of Chemical Financial Corporation and Chemical Bank and Trust Company,
both of Midland, Michigan. Director of Sparrow Hospital, Lansing,
Michigan. Trustee and Treasurer of The Herbert H. and Grace A. Dow
Foundation. Director of the Michigan State University Foundation.
Photo 14
Enrique C. Falla, 56, Dow Executive Vice President. Director since
1985.
Employee of Dow since 1967. Commercial Vice President of Dow Latin
America 1979-80. President of Dow Latin America 1980-84. Dow
Financial Vice President 1984-91. Treasurer 1986-87. Chief Financial
Officer 1987-95. Executive Vice President 1991 to date. Director of
Dow Corning Corporation,* Kmart Corporation, Guidant Corporation, and
the University of Miami.
Photo 15
William J. Neely, 64, Dow Senior Consultant. Director since 1988.
Employee of Dow since 1952. Manufacturing Manager for Texas Division
1978-80. General Manager Louisiana Division 1980-83. Executive Vice
President and Director of Operations, Dow Europe S.A.* 1983-87.
Corporate Director of Manufacturing and Engineering 1988-92. Dow Vice
President 1988-93.
Photo 16
Frank P. Popoff, 60, Chairman of the Dow Board of Directors. Director
since 1982.
Employee of Dow since 1959. Dow Europe S.A.* Executive Vice President
1980-81, President 1981-85. Dow Executive Vice President 1985-87,
President 1987-93, President and Chief Operating Officer 1987, Chief
Executive Officer 1987-95. Chairman of the Board 1992 to date.
Director of American Express Company, U S WEST, Inc. and Chemical
Financial Corporation. Past Chairman of the Chemical Manufacturers
Association. Member of The Business Council, The Conference Board,
the American Chemical Society, the National LEAD Council and the
Michigan Business Partnership.
Photo 17
Paul G. Stern, 57, Partner at Thayer Capital Partners. Director since
1992.
Partner at Thayer Capital Partners, 1995 to date. Visiting Professor
at the Wharton School of the University of Pennsylvania. Special
Partner at Forstmann Little & Co. 1993-95. Northern Telecom Limited
Director 1988-93, Vice Chairman and Chief Executive Officer 1989-90,
Chief Executive Officer 1990-93, Chairman of the Board 1990-93.
President, Unisys Corporation (formerly Burroughs Corporation) 1982-
87. Director of LTV Corporation and Whirlpool Corporation. Serves on
the White House National Security Telecommunication Advisory
Committee. Member of The National Alliance of Business, The Hudson
Institute, the Committee for Economic Development Board and the
Executive Council on Foreign Diplomats Board. Board member of the
Lauder Institute and the University of Pennsylvania's School of
Engineering and Applied Science and the Wharton School. Treasurer,
John F. Kennedy Center for the Performing Arts, Washington, D.C.
Photo 18
William S. Stavropoulos, 56, Dow President and Chief Executive
Officer. Director since 1990.
Employee of Dow since 1967. President of Dow Latin America 1984-85.
Dow U.S.A. Commercial Vice President for Basics and Hydrocarbons 1985-
87. Group Vice President for Plastics and Hydrocarbons 1987-90.
President of Dow U.S.A. 1990-93. Dow Vice President 1990-91, Senior
Vice President 1991-93, President 1993 to date, Chief Operating
Officer 1993-95, Chief Executive Officer 1995 to date. Director of
Dow Corning Corporation,* Chemical Financial Corporation, and Chemical
Bank and Trust Company. Member of the American Chemical Society, The
Business Roundtable, and the Society of Chemical Industry (Executive
Committee). Serves on the Joint Automotive Suppliers Governmental
Action Council and the University of Notre Dame Advisory Council for
the College of Science. Board member of the American Plastics Council
(Executive Committee), Chemical Manufacturers Association (Executive
Committee), University of Washington Foundation, American Enterprise
Institute for Public Policy Research, Midland Community Center, and
U.S. Council for International Business (Executive Committee).
* A number of Company entities are referred to in the biographies
and are defined as follows. (Some of these entities have had various
names over the years and the names and relationships to the Company,
unless otherwise indicated, are stated below as they existed as of
the Annual Meeting record date.) Dow Corning Corporation and Dow-
United Technologies Composite Products, Inc., corporations 50 percent-
owned by Dow; DowElanco, a general partnership 60 percent-owned by
Dow; Destec Energy, Inc., a majority-owned subsidiary of Dow;
DowBrands Inc., Dow Chemical Pacific Limited, Dow Chemical Canada
Inc., Dow Europe S.A., and Liana Limited, all ultimately wholly owned
subsidiaries of Dow. Ownership by Dow described above may be either
direct or indirect.
Agenda Item 2
RATIFICATION OF THE APPOINTMENT
OF THE INDEPENDENT AUDITORS
RESOLVED, THAT THE APPOINTMENT BY THE BOARD OF DIRECTORS OF DELOITTE &
TOUCHE LLP TO AUDIT THE 1996 CONSOLIDATED FINANCIAL STATEMENTS OF THE
DOW CHEMICAL COMPANY AND ITS SUBSIDIARIES IS HEREBY RATIFIED.
The Bylaws provide that the Board's selection of auditors must be
presented for shareholder ratification or rejection at the Annual
Meeting. The Audit Committee has recommended and the Board has,
subject to your ratification, appointed Deloitte & Touche LLP (the
"Firm") to audit and report on the consolidated financial statements
of Dow and its subsidiaries for 1996. Deloitte & Touche LLP has
audited Dow's financial statements for more than 75 years and served
as its independent auditors for 1995. The Firm has offices or
affiliates at or near most of the locations where Dow operates in the
United States and other countries. Deloitte & Touche LLP regularly
rotates its lead audit partner assigned to Dow.
Before making its recommendation for appointment, the Audit Committee
carefully considers the qualifications of candidates for independent
auditors. For Deloitte & Touche LLP, this has included a review of
its performance in prior years, as well as its reputation for
integrity and for competence in the fields of accounting and auditing.
The Audit Committee has expressed its satisfaction with Deloitte &
Touche LLP. In February 1996, Deloitte & Touche LLP advised the
Committee that it believes all litigation against the Firm can fairly
be characterized as incidental to the practice of the accounting
profession and that resolution of its cases will not affect its
ability to serve as independent auditors 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 your questions at the meeting.
Audit services performed by Deloitte & Touche LLP for the year ended
December 31, 1995, included the audit of the consolidated financial
statements of the Company and its subsidiaries, the separate audits of
the financial statements of certain subsidiary companies and employee
benefit plans where required by government regulations or agreement,
as well as services related to filings with the Securities and
Exchange Commission and consultation on matters related to accounting
and financial reporting.
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. If the resolution does not pass,
the selection of independent auditors will be reconsidered by the
Audit Committee and the Board. Because it is difficult and not cost
effective to make any change in independent auditors so far into the
year, the appointment of Deloitte & Touche LLP would probably be
continued for 1996, unless the Audit Committee or the Board finds
additional good reasons for making a change.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE PROPOSAL TO RATIFY ITS SELECTION OF DELOITTE & TOUCHE LLP AS
DOW'S INDEPENDENT AUDITORS FOR 1996.
STOCKHOLDER RETURN
The charts below show cumulative total returns to Dow stockholders for
certain periods of time. They depict a hypothetical $100 investment
on December 31 of the first year of the charts, and show the increased
value of that investment over time until December 31 of the final
year, with all dividends reinvested in stock. Hypothetical
investments of $100 in the Standard & Poor's 500 Stock Index and the
Standard & Poor's Chemical Composite Index are shown in comparison.
The value of any stock is affected by many factors, including the
earnings of the corporation. The nature of Dow's businesses causes
its earnings to cycle over time with the U.S. and global economies, as
supply and demand for its products fluctuate. While Dow's earnings
will always be somewhat cyclical in nature, the Company is striving to
manage its businesses to create value over the life of the cycle. A
major factor in Dow's business decisions is to achieve a return on
capital that exceeds the cost of capital across the business cycle.
The period of 1987-89 was one of strong economic growth that resulted
in high demand for Dow's products. As a result, it was also a period
of short supply with strong prices and margins for many major Dow
products. In this favorable environment, Dow's earnings per share
reached record levels for three consecutive years: $4.31, $8.51 and
$9.20 in 1987, 1988 and 1989, respectively.
The subsequent over-building by the petrochemical industry and a
general softening in key world economies led to lower prices and
margins, as reflected in Dow's lower levels in earnings per share: in
1992, before the cumulative effect of accounting change, $.99 per
share; in 1993, $2.33 per share; and in 1994, $3.37 per share.
However, continued economic growth and a tighter supply environment
created higher chemical prices and margins in 1995. This, coupled
with Dow's productivity improvements, new products and geographic
expansion, were reflected in the Company's strong 1995 earnings per
share of $7.72. The situation surrounding the petrochemical industry
during the past five years is reflected in the performance of Dow
stock in the five-year chart on the left. Dow slightly trailed the
comparative indices, except in 1994 when on a cumulative basis Dow
returns surpassed the S&P Chemical Composite Index.
The chart on the right compares the cumulative total return to holders
of Dow common stock over the past ten years against the same indices.
Over that time period, Dow stock performed better than the S&P 500,
but fell below the S&P Chemical Composite Index in the second half of
the decade, as also shown in the five-year chart discussed above. The
value at the end of 1995, with all dividends reinvested, was 382
percent of the original $100 investment a decade earlier.
LEFT HAND CHART
FIVE YEAR
CUMULATIVE TOTAL RETURN
S&P S&P
DOW CHEMICALS 500
1990 $100.00 $100.00 $100.00
1991 $118.93 $130.42 $130.34
1992 $132.49 $142.84 $140.26
1993 $137.58 $159.78 $154.33
1994 $169.44 $185.01 $156.43
1995 $ 184.2 $239.84 $214.99
SOURCE: THE CARSON GROUP
RIGHT HAND CHART
TEN YEAR
CUMULATIVE TOTAL RETURN
S&P S&P
DOW CHEMICALS 500
1985 $100.00 $100.00 $100.00
1986 $147.64 $140.67 $118.62
1987 $232.65 $164.43 $124.76
1988 $233.72 $175.46 $145.35
1989 $295.94 $226.57 $191.27
1990 $ 207.3 $192.54 $185.32
1991 $246.55 $251.11 $241.54
1992 $274.65 $275.02 $259.93
1993 $ 285.2 $307.63 $ 286
1994 $351.25 $356.21 $289.89
1995 $381.85 $461.79 $398.42
SOURCE: THE CARSON GROUP
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors (the "Committee")
is comprised entirely of independent, nonemployee Directors.
According to the Company Bylaws, the Committee is responsible for
establishing and administering compensation policies, plans and
programs for Company officers. In fulfilling this responsibility, the
Committee's policy is to provide strong, direct links among
stockholder value, Company and individual performance, and executive
compensation, as well as to structure sound compensation programs that
attract and retain highly qualified people.
At the end of each year, the Committee asks the Global Compensation
and Benefits staff, in consultation with the Chief Executive Officer
and the Vice President of Human Resources, to present a proposed
compensation plan (together with supporting data and rationale) for
each executive officer named in the proxy statement compensation
tables. After discussion with the Chief Executive Officer about the
individual performance of the other executives toward their
preestablished goals and their expected future contributions to the
Company, individual compensation plans are established. The Committee
meets alone with the Vice President of Human Resources to receive
similar information on the Chief Executive Officer. The Committee
reviews the performance of the CEO and other executive officers
throughout the year, and has final responsibility for determining
their compensation levels.
Dow's policy is to position executive compensation at the median
levels of compensation among those companies with whom we compete for
executive talent, with appropriate variation for high performing
individuals and Company performance. The Committee compares executive
compensation levels and performance with selected cross-industry
groups of other multinational manufacturing companies of similar size.
Note that this is a different group of companies than those in the
Five-Year Cumulative Total Return graph and the Ten-Year Cumulative
Total Return graph.
For 1995, compensation paid to the Company's executive officers
qualified as fully deductible under applicable tax laws.
THREE COMPENSATION COMPONENTS
Compensation for all executive employees has three components: 1) base
salary, 2) annual award (bonus), and 3) long-term incentives, each
explained more fully below. The Committee evaluates base salaries in
accordance with its policy of focusing on individual performance and
competitive market conditions. The other two, annual awards and long-
term incentives, are designed to increase motivation for implementing
and achieving strategic business objectives. Compensation received
from these two latter components is at risk rather than being assured,
and is linked directly to business results.
1. BASE SALARIES
Base salaries for all Dow employees -- including the Company's top
executives -- are based on regularly scheduled comparisons to the
competitive marketplace to assure equitable salary structures.
Changes for the executives named in the proxy statement compensation
tables depend on anticipated median changes in the external comparison
group, individual contributions to Dow's corporate performance, and
the executive's relative position in the compensation range of peers
at Dow.
The base pay component of the Chief Executive Officer and other top
executive officers is primarily based on, and is within, the median
target range of the compensation surveys conducted by Dow. In
addition, the Committee reviews the performance of each against
preestablished annual goals. For 1995, the Committee reviewed the
five goals established by the Chief Executive Officer and focused
primarily on the goal of managing Dow's financial performance.
Specifically, the Committee considered net income, earnings per share,
and return on stockholders' equity. Thus, his 1995 base pay was
increased both to reflect this performance and to maintain his base
salary within the competitive range.
In general, the Committee structures the Chief Executive Officer's pay
so that, at target, no more than 35 percent of total direct
compensation is base pay and the rest - more than 65 percent - is
variable or performance-dependent pay. Because so much is at-risk,
his compensation can vary considerably from year to year, which the
Committee believes is consistent with stockholders' interests.
It should be noted that both Frank P. Popoff and Enrique Falla
relinquished line management responsibilities as part of the Company's
deceleration policy. Pursuant to that policy, in 1995 Mr. Popoff
received 10 months of normal base pay and two months of deceleration
salary, which is recorded solely in the base salary column of the
Compensation Table. In 1995, Mr. Falla received nine months of normal
base pay and three months of deceleration salary, which is recorded
solely in the base salary column of the Compensation Table. Both
remain employees of the Company.
2. ANNUAL AWARDS (BONUSES)
In 1994, Dow stockholders approved a proposal to adopt the Executive
Performance Plan (the "Plan") to reconfigure the annual bonus program
for the Company's executive officers in order to serve the dual
objectives of providing maximum incentive value, while preserving the
Company's federal income tax deductions under the 1993 changes to the
Internal Revenue Code. The purpose of this Plan is to recognize and
reward on an annual basis the individual and team performance of
executive officers of The Dow Chemical Company toward the overall
productivity of the Company.
The Plan sets a minimum performance goal of $700 million of Net Income
as defined in the Plan. If that performance level is achieved, then
up to 0.2 percent of Net Income (or $1.4 million) is available to the
Compensation Committee for each executive officer from which to make
his or her Executive Performance Award for that year's service. The
Committee also evaluates performance based on additional
preestablished performance factors, including Company performance by
such measures as earnings per common share, the achievement of
measurable individual performance objectives established by the
Committee in advance, and competitive pay practices. Negative
discretion may be used by the Committee to reduce the potential
maximum award. Awards may be made in the form of cash, deferred
stock, dividend units or any combination, at the election of the
awardee.
The Compensation Committee determined that the Net Income goal was
achieved in 1995. They also noted the following factors, each of
which positively affected total return to stockholders:
- - a 21 percent increase in sales from 1994;
- - an increase in earnings per share from $3.37 in 1994 to $7.72 in
1995; and
- - an increase in return on stockholders' equity from 11.3 percent
in 1994, to 26.9 percent in 1995.
In view of circumstances and the competitive environment, it is the
Committee's judgment that the annual awards stated in the Summary
Compensation Tables are appropriate and reflect the proper use of
negative discretion.
3. LONG-TERM INCENTIVE COMPENSATION
Long-term incentive compensation is comprised of annual grants of
stock-based awards, designed primarily to motivate executives to
improve the long-term performance of Dow stock and the total return to
stockholders. For example, when stock options are granted, the
exercise price is the fair market value on the grant date. As a
result, executives receive future gains from these options only to the
extent the price of Dow stock increases. The Committee believes that
this type of incentive compensation focuses management attention on
long-term financial performance and growth for the Company.
Grants of stock awards are approved by the Compensation Committee
after evaluating the contribution of each executive to the Company's
long-term performance and the importance of his or her
responsibilities within the organization. The Committee evaluated
progress on: 1) the planned reorganization focused on global
businesses and functions, and the renewal of Dow's culture; 2)
productivity improvement plans; and 3) provisions for a smooth
transition to a new Chief Executive Officer. These factors are listed
in order of relative importance.
In addition, the Committee considered the appropriate mix of short-
and long-term compensation and competitive data from the compensation
comparison groups (to maintain the desired median positioning,
adjusted for the fact that the Company places a larger percentage of
total executive compensation at risk than the other comparison
companies). The award for the Chief Executive Officer was established
using similar considerations.
Each year the Committee reviews the desirability of granting stock
awards under the stockholder-approved 1988 Award and Option Plan.
Stock options continue to be the major form of Dow's long-term
incentive compensation. The Committee determined for 1995 that levels
of stock options granted reflected changing executive
responsibilities.
In 1995, a multi-year compensation program was introduced to emphasize
long-term Company performance and stockholder return. Payment is
contingent upon Dow achieving a cumulative earnings per share (EPS)
target for 1995 through 1997. Future cash payment will be made early
in 1998 if EPS goals are met. No payment will be made if cumulative
earnings are less than the target.
COMPENSATION COMMITTEE
Harold T. Shapiro, Chairman
Willie D. Davis
Barbara Hackman Franklin
Allan D. Gilmour
Paul G. Stern
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
Deferred/
Other Restricted Long-Term
Annual Stock Options/ Incentive All Other
Name and Salary Bonus Compensation Awards SARs Payouts Compensation
Principal Positions Year ($) ($) ($) ($)(a) (# Shares) ($)(f) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
W.S. Stavropoulos 1995 626,668 650,000 0 0 85,000 Shares 213,690 25,471(g)
President and Chief 1994 550,008 350,000 89 0 75,000 Shares 46,605 44,040
Operating Officer 1993 500,004 312,500 40 0 85,000 Shares 46,605 38,956
1/95 - 10/95.
President and Chief
Executive Officer
11/95 to date.
A.J. Carbone 1995 348,504 450,000 0 0 28,000 Shares 52,375 6,971(g)
Group Vice President 1994(b) - - - - - - -
7/95 to date. 1993(b) - - - - - - -
E.C. Falla 1995 543,291(c) 412,500 0 0 75,000 Shares 253,763 25,471(g)
Executive Vice President. 1994 444,996 300,000 7 0 65,000 Shares 64,838 42,540
Chief Financial Officer 1993 420,000 250,000 0 0 75,000 Shares 64,838 38,951
1/95 - 9/95.
M. D. Parker 1995 335,004 450,000 60,015(d) 0 27,000 Shares 42,360 130,264(g)
Group Vice President 1994(b) - - - - - - -
7/95 to date. 1993(b) - - - - - - -
F.P. Popoff 1995 1,095,842(c) 830,000 65,992(e) 0 140,000 Shares 649,159 26,866(g)
Chairman of the Board. 1994 935,004 700,000 179 0 140,000 Shares 175,793 44,684
Chief Executive Officer 1993 890,004 593,750 0 0 175,000 Shares 175,793 42,572
1/95 - 10/95.
J.P. Reinhard 1995 346,674 412,500 0 66,188 24,000 Shares 44,516 48,256(g)
Financial Vice President, 1994(b) - - - - - - -
Treasurer and 1993(b) - - - - - - -
Chief Financial Officer
10/95 to date.
</TABLE>
(a) Mr. Reinhard received a grant of 1,000 shares of deferred stock
in January 1995. Delivery was accelerated to December 1995 in
recognition of achievements realized in critical negotiations.
Value above calculated by multiplying the date-of-grant fair market
value of $66.1875 by the number of shares granted. The number and
value of the aggregate deferred stock holdings on 12/29/95 follows:
Messrs. Stavropoulos - 2,000 shares, $139,625; Carbone - 900 shares,
$62,831; Falla - 3,200 shares, $223,400; Parker - 0 shares; Popoff -
6,750 shares, $471,234; Reinhard - 1,700 shares, $118,681. Shares
deliverable are subject to acceleration upon a change of control of
the Company. Market rate dividends are paid on shares of deferred
stock.
(b) Messrs. Carbone, Parker and Reinhard became executive officers of
the Company in 1995. Therefore, compensation for prior years is not
listed.
(c) Represents deceleration salary as adopted by Board resolution of
May 5, 1971, as amended. Deceleration salary is initiated at the
time a Director ceases line responsibilities. Directors are not
eligible for bonuses under the Plan for any period of time they are
in deceleration. Deceleration salary is comprised of a percentage
of base plus bonus just prior to deceleration. During 1995, Mr.
Popoff was in deceleration for two months and Mr. Falla for three
months. Although 1995 salary as reported in the Summary
Compensation Table appears to have increased significantly in
comparison to 1994, there was a 7.0 percent increase in the base
salary component for Mr. Popoff and a 6.7 percent increase in the
base salary component for Mr. Falla. Deceleration salary is reduced
each year until the retirement of the Director.
(d) Compensation to foreign service employees for taxes in excess of
those that would be incurred in their base country.
(e) Primarily a reimbursement from the Executive Tax and Financial
Planning Program, based on a percentage of base salary. In
preparation for his 1995 deceleration, Mr. Popoff elected to use all
his 1995 and 1996 allocations in 1995, as allowed by the Program.
(f) This column represents payouts from Management Achievement
Recognition System and Dividend Unit awards granted in prior years.
(g) All Other Compensation column details for 1995 appear on the
separate chart that follows.
<TABLE>
Details of All Other Compensation from 1995 Summary Compensation Table
<CAPTION>
Director Personal
Foreign Deferred Fees Imputed Excess Total
Service Cash (MMD Income Liability All Other
Allowances Interest and Destec) Life Ins. Insurance 401(k) Compensation
Name ($) ($) ($) ($) ($) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
W.S. Stavropoulos 0 0 18,500 0 971 6,000 25,471
A.J. Carbone 0 0 0 0 971 6,000 6,971
E.C. Falla 0 0 18,500 0 971 6,000 25,471
M.D. Parker 109,548 2,172 15,500 2,073 971 0 130,264
F.P. Popoff 0 0 19,750 478 971 5,667 26,866
J.P. Reinhard 43,387 0 0 2,398 971 1,500 48,256
</TABLE>
<TABLE>
OPTION GRANTS IN 1995
<CAPTION>
Individual Grants
Percent
Number of of Total
Securities Options Potential Realizable Value at Assumed
Underlying Granted to Exercise Annual Rates of Stock Price Appreciation
Options Employees or Base for 10-Year Option Term (a)
Granted In Fiscal Price Expiration
Name (#) Year ($/Share) Date 0% ($) 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C> <C>
All Stockholders N/A N/A N/A N/A 0(b) 11,829,344,413(b) 29,855,012,089(b)
All Optionees 2,681,050 100.0% $67.7500 01/04/05 0(c) 114,433,917(c) 288,809,409(c)
All Optionees' Gain
as % of All
Stockholders' Gain N/A N/A N/A N/A N/A 1.0% 1.0%
W.S. Stavropoulos 85,000(d) 3.2% $67.7500 01/04/05 0 3,628,013 9,156,413
A.J. Carbone 28,000(d) 1.0% $67.7500 01/04/05 0 1,195,110 3,016,230
E.C. Falla 75,000(d) 2.8% $67.7500 01/04/05 0 3,201,188 8,079,188
M.D. Parker 27,000(d) 1.0% $67.7500 01/04/05 0 1,152,428 2,908,508
F.P. Popoff 140,000(d) 5.2% $67.7500 01/04/05 0 5,975,550 15,081,150
J.P. Reinhard 24,000(d) 0.9% $67.7500 01/04/05 0 1,024,380 2,585,340
</TABLE>
(a) The dollar amounts under these columns are the result of
calculations at 0 percent and at the 5 percent and 10 percent rates
set by the Securities and Exchange Commission and, therefore, are
not intended to forecast possible future appreciation, if any, of
the Company's stock price. An alternative formula for a grant date
valuation was not used, as the Company is not aware of any formula
that will determine with reasonable accuracy a present value based
on future events or other volatile factors.
(b) Gain for all shareholders was determined based on the 277,147,412
shares outstanding on the January 4, 1995, grant date.
(c) No gain to the optionees is possible without an increase in stock
price appreciation, which will benefit all shareholders
commensurately. A zero percent gain in stock price will result in
zero dollars for the optionee.
(d) This was a single grant made on January 4, 1995, that is
exercisable on January 4, 1996.
<TABLE>
AGGREGATED OPTION EXERCISES IN 1995
AND DECEMBER 29, 1995 OPTION VALUES
<CAPTION>
Number of
Securities
Underlying
Options Value Number of Securities Underlying Value of Unexercised, In-the-
Exercised Realized Unexercised Options at 12/29/95(#) Money Options at 12/29/95 ($)
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
W.S. Stavropoulos 38,225 1,347,008 285,500 85,000 3,150,063 175,313
A.J. Carbone 10,500 338,844 84,500 28,000 851,313 57,750
E.C. Falla 30,000 532,918 252,500 75,000 2,675,156 154,688
M.D. Parker 6,000 164,000 112,000 27,000 1,325,625 55,688
F.P. Popoff 7,775 257,709 774,225 140,000 10,206,485 288,750
J.P. Reinhard 13,356 422,205 70,750 24,000 674,922 49,500
</TABLE>
12/29/95 Fair Market Value = $69.8125
<TABLE>
LONG-TERM INCENTIVE PLAN AWARDS IN 1995
<CAPTION>
Estimated Future Payouts
Under Nonstock Price Based Plans
Performance or
Other Period until Threshold Target Maximum
Name Maturation or Payout(a) $ $ $
<S> <C> <C> <C> <C>
W.S. Stavropoulos 1995-1997 0 275,000 275,000
A.J. Carbone - 0 0 0
E.C. Falla 1995-1997 0 175,000 175,000
M.D. Parker - 0 0 0
F.P. Popoff 1995-1997 0 400,000 400,000
J.P. Reinhard - 0 0 0
</TABLE>
(a) Payment is contingent upon Dow achieving a cumulative earnings
per share (EPS) target for 1995 through 1997. Future cash payment
will be made early in 1998 if EPS goals are met. No payment will be
made for cumulative earnings less than the target.
PENSION PLANS
Dow provides the Employees' Retirement Plan (the "Retirement Plan")
for employees on its U.S. payroll and for the majority of employees of
its wholly owned U.S. subsidiaries. Because it is a defined benefit
plan, the amount of a retiree's pension is calculated using pay and
years of service as an employee, rather than by the market value of
the Retirement Plan's assets, as in defined contribution plans.
Upon normal retirement at age 65 (or as otherwise provided by the
Retirement Plan), a participant receives an annual pension from the
Retirement Plan, subject to a statutory limitation. The annual
pension is 1.6 percent of the employee's highest average credited
compensation for any three consecutive years since 1961, multiplied by
the employee's years of credited service up to 35 years, and by one-
half of the years of credited service in excess of 35 years. The
Retirement Plan contains a provision for an offset of the employee's
primary Social Security benefit calculated using the method specified
in the Tax Reform Act of 1986.
Credited compensation for executive officers includes amounts listed
in the Summary Compensation Table in the salary, bonus and deferred
stock columns through December 31, 1993. Effective January 1, 1994,
credited compensation for executive officers includes only base salary
plus 75 percent of base salary.
The following table illustrates the annual pension benefits, including
those from the Executives' Supplemental Plan payable to executive
officers, calculated before the application of an offset of the
employee's primary Social Security benefit. The benefits shown are
single-life annuities for participants who retire at age 65 under the
Retirement Plan. While a single-life annuity provides a higher
retiree benefit, pensions with survivorship provisions are elected by
most participants.
<TABLE>
ANNUAL PENSION BENEFITS
<CAPTION>
Average Pay
For Pension Years of Credited Service
Purposes 15 Yrs. 20 Yrs. 25 Yrs. 30 Yrs. 35 Yrs. 40 Yrs. 45 Yrs.
<S> <C> <C> <C> <C> <C> <C> <C>
500,000 120,000 160,000 200,000 240,000 280,000 300,000 320,000
600,000 144,000 192,000 240,000 288,000 336,000 360,000 384,000
700,000 168,000 224,000 280,000 336,000 392,000 420,000 448,000
800,000 192,000 256,000 320,000 384,000 448,000 480,000 512,000
900,000 216,000 288,000 360,000 432,000 504,000 540,000 576,000
1,000,000 240,000 320,000 400,000 480,000 560,000 600,000 640,000
1,100,000 264,000 352,000 440,000 528,000 616,000 660,000 704,000
1,200,000 288,000 384,000 480,000 576,000 672,000 720,000 768,000
1,300,000 312,000 416,000 520,000 624,000 728,000 780,000 832,000
1,400,000 336,000 448,000 560,000 672,000 784,000 840,000 896,000
1,500,000 360,000 480,000 600,000 720,000 840,000 900,000 960,000
1,600,000 384,000 512,000 640,000 768,000 896,000 960,000 1,024,000
1,700,000 408,000 544,000 680,000 816,000 952,000 1,020,000 1,088,000
1,800,000 432,000 576,000 720,000 864,000 1,008,000 1,080,000 1,152,000
</TABLE>
For the persons named in the Summary Compensation Table, the years of
credited service and 1995 compensation covered by the pension plans as
of December 31, 1995 are: Messrs. Carbone - 35.5 years, $597,318;
Falla - 28.8 years, $810,483; Popoff - 36.4 years, $1,720,847;
Reinhard - 25.2 years, $581,677; Stavropoulos - 28.6 years,
$1,096,669.
Mr. Parker participates in the Swiss Pension Plans, which have
different terms than the U.S. Retirement Plan. His 1995 pensionable
salary was 823,716 Swiss francs (approximately $708,025). His total
service as of December 31, 1995, is 27.3 years.
COMPENSATION OF DIRECTORS
Dow Directors who are also Dow employees are not paid any fees or
compensation, as such, for being on the Board or on any Board
committee.
Each Dow Director who is not a Dow employee receives an annual
retainer of $32,000 for Board service and an attendance fee of $1,200
plus reasonable expenses for each Board meeting attended. In
addition, such Directors receive $1,200 plus reasonable expenses for
each Board committee meeting, special committee meeting and for each
of the four scheduled quarterly Business Review meetings attended.
The chairmen of the Audit Committee, the Committee on Directors and
the Compensation Committee each receive an additional annual retainer
of $6,000. In addition, any nonemployee Director who serves on the
Audit Committee or the Committee on Directors receives a $4,000 annual
retainer. Nonemployee chairmen of the Environmental, Health & Safety
Committee; the Finance Committee; the Investment Policy Committee and
the Public Interest Committee each receive an annual retainer of
$3,000. Nonemployee Directors receive a one-time grant of 1,500
shares of the Company's common stock, and certificates representing
those shares bear a legend with certain transfer restrictions
specified by the Compensation Committee. One such grant was made in
1995 and one in February 1996.
Dow has established a voluntary deferred compensation plan for
nonemployee Directors. Under that plan, a nonemployee Director may
elect, prior to the commencement of any Board year (from election or
the Annual Meeting to the next Annual Meeting), to have all or a
specified portion of his or her retainer and meeting fees credited to
a deferred compensation account. At the election of the Director,
this may be a cash account or an account in units based on the value
of Dow common stock. Amounts credited to the Director's account will
accrue interest either equivalent to 125 percent of the 120-month
rolling average of the ten-year U.S. Treasury Note determined on
September 30 of the preceding year, or equivalent to dividends on Dow
common stock. Such deferred amounts will be paid in one to ten
installments at the election of the Director commencing on July 15
following the Director's termination of Board membership, on the
following July 15 or on July 15 of the calendar year following the
Director's 70th birthday. If the Director remains on the Board beyond
his or her 70th birthday, payments shall start on the July 15
following termination of Board membership.
Dow has also established a pension plan for nonemployee Directors.
This plan is administered by the Compensation Committee. The plan's
benefit formula computes each participant's benefit as 50 percent of
his or her highest consecutive three-year average of annual totals of
retainer and meeting fees earned, multiplied by years of creditable
service, multiplied by a monthly (or annual) annuity factor.
Creditable service is limited to ten years and minimum vesting service
is five years. The benefit will be payable in monthly installments
for a period equal to the number of months of service as a nonemployee
Director of Dow, commencing the month following the Director's
retirement. Annual payments of equal total value may be elected in
lieu of monthly installments. In the event of a Director's death, any
remaining benefit payments will be paid to the designated beneficiary.
The Company has established a stock option plan (the "Option Plan")
for nonemployee Directors that provides for grants of ten-year non-
qualified right-to-buy options for the purchase of Dow common stock.
Such grants may be made once every five years, for the ten-year
duration of the option plan. The exercise price is the fair market
value on the date of grant, and all options are subject to a three-
year incremental vesting schedule. Size of the option grants is
determined by a fixed formula based on the annual retainer amount and
the price of Dow common stock, and grants are contingent upon the
Director owning increasingly larger amounts of Dow stock. For the
first Option Plan grant in 1994, options for the purchase of 1,550
shares were granted to participating nonemployee Directors who owned
at least 1,500 shares of Dow common stock at the time of the grant.
To be eligible to receive a second grant in five years, these
Directors must at that time hold at least 2,000 shares of Dow common
stock.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding beneficial
ownership, as defined in Rule 13d-3 of the Securities Exchange Act of
1934, of Dow common stock, Dow Series A ESOP Convertible Preferred
("Dow preferred") stock, and Destec Energy, Inc. ("Destec") common
stock. No Dow Director or officer holds preferred stock of Destec or
rights to acquire Dow preferred, or Destec common or preferred stock.
The table reports ownership as of January 31, 1996, except as
otherwise noted. As of that date, when combining stock beneficially
owned with rights to acquire stock, including all options that have
vested or will vest by April 1, 1996, Directors and officers and their
immediate families as a group beneficially owned 1.37 percent of all
Dow common stock outstanding and entitled to vote, and less than 0.1
percent of Dow Series A ESOP Convertible Preferred stock. Neither the
Company nor any of its Directors or officers is aware of any person
who beneficially owns in excess of 5 percent of the total outstanding
shares of Dow common stock.
<TABLE>
<CAPTION>
Rights to Percentage of
Shares of Dow Acquire Common Shares
Shares of Dow Preferred Beneficial Beneficially Shares of Destec
Common Stock Stock Ownership of Owned Plus Common Stock
Beneficially Beneficially Shares of Dow Rights to Acquire Beneficially
Name Owned* Owned * Common Stock** Ownership** Owned
<S> <C> <C> <C> <C> <C>
J.K. Barton 2,000.0 511.5 ***
D.T. Buzzelli 23,218.6 131.2 164,355.0 ***
A.J. Carbone 15,221.3 120.5 113,100.0 ***
F.P. Corson 8,694.7 (a) 129.4 129,250.0 ***
J.C. Danforth 1,500.0 (b) ***
W.D. Davis 1,800.0 511.5 ***
M.L. Dow 344,875.0 (a) (c) 511.5 0.14%
J.L. Downey 26,717.8 (a) 131.2 219,500.0 ***
E.C. Falla 63,779.6 (a) 131.2 327,500.0 0.15% 2,000
B.H. Franklin 2,211.7 511.5 ***
A.D. Gilmour 2,500.0 ***
W.J. Neely 10,547.1 131.2 30,000.0 ***
M.D. Parker 14,800.8 139,000.0 *** (d)
F.P. Popoff 100,560.9 131.2 914,225.0 0.40%
J.P. Reinhard 10,690.0 (a) 14.6 95,250.0 *** (d)
H.T. Shapiro 2,247.1 511.5 ***
W.S. Stavropoulos 42,328.5 131.2 370,500.0 0.16%
P.G. Stern 3,500.0 (a) 511.5 ***
All Directors
and executive
officers as a group 677,193.1 1,051.7 2,505,749.0 1.25% 2,000
All Directors and
officers as a group 730,674.6 1,395.5 2,765,275.0 1.37% 2,000 (d)
</TABLE>
* In addition to shares held in sole name, this column includes all
shares held by the spouse and other members of the person's
immediate family who share that household with the named person.
This column also includes all shares held in trust for the benefit
of the named party or group in The Dow Chemical Company Salaried
Employees' Savings Plan. The named person may disclaim beneficial
ownership of some or all of the shares listed.
** This column includes any shares that the party or group could
acquire through April 1, 1996, by (a) exercise of an option granted
by Dow, (b) distribution of shares under a Deferred Stock Agreement
or (c) payment of any balance due under a subscription in The Dow
Chemical Company 1995-96 Employees' Stock Purchase Plan.
*** Less than 0.1 percent.
(a) Directors Corson, Dow, Downey, Falla, Reinhard and Stern are all
members of the Board's Investment Policy Committee, which shares
investment and voting power over stock held in the Employees'
Retirement Plan Trust ("ERP"). As of January 31, 1996, the ERP
owned 1,966,803 shares of Dow common stock subject to investment or
voting power by the Investment Policy Committee. The named
individuals, and all other Directors and officers, disclaim
beneficial ownership of Dow common stock owned by the ERP.
(b) Effective in February 1996 when Mr. Danforth became a Director.
(c) Director M. L. Dow is Treasurer and a trustee of The Herbert H.
and Grace A. Dow Foundation, a charitable foundation, that owned
3,149,807 shares of Dow common stock as of January 31, 1996. He is
also a trustee of the Alden and Vada Dow Fund, a charitable
foundation, that owned 32,488 shares of Dow common stock as of
January 31, 1996. The Vada B. Dow Charitable Unitrust, of which
Mr. Dow serves as a trustee, owned 317,910 shares as of the same
date. Mr. Dow disclaims beneficial ownership of stock owned by all
three entities. He is also a trustee of six other trusts owning a
total of 395,217 shares of Dow common stock as of January 31, 1996.
He also disclaims beneficial ownership of the shares in these six
trusts except 12,317 shares included in the table. Although all
the shares described in this Footnote (c) are disclaimed by Mr. Dow
(except 12,317 shares), and although he has no pecuniary interest
in such shares and no beneficial ownership of such shares pursuant
to Rule 16a-1 of the Securities Exchange Act of 1934, adding such
shares to his beneficial holdings would result in a total of 1.68
percent of issued and outstanding shares on the preceding chart.
(d) Directors Parker and Reinhard are members of the Boards of Dow
and Destec. As of January 31, 1996, they have shared voting power
over 45,000,000 shares of Destec common stock owned by Dow. They,
and all other Directors and officers of Dow, disclaim beneficial
ownership of Destec shares owned by Dow.
CERTAIN BUSINESS RELATIONSHIPS
Director John C. Danforth is a partner of Bryan Cave LLP, a law firm
that was retained by a subsidiary of the Company for legal services in
1995.
CERTAIN LEGAL PROCEEDINGS
The section entitled "Certain Legal Proceedings" is current as of
March 11, 1996, the date of printing.
The Company and Corning Incorporated ("Corning") are each 50 percent
shareholders in Dow Corning Corporation ("Dow Corning"). Dow Corning,
and in many cases the Company and Corning as well, have been sued in a
number of individual and class actions by plaintiffs seeking damages,
punitive damages and injunctive relief in connection with injuries
purportedly resulting from alleged defects in silicone breast
implants. In addition, certain shareholders of the Company have filed
separate consolidated class action complaints alleging that the
Company, Dow Corning or some of their respective Directors violated
duties imposed by the federal securities laws regarding disclosure of
alleged defects in silicone breast implants. The Company and one of
its former officers have also been sued in two separate class action
complaints (now consolidated) alleging that the defendants violated
duties imposed by the federal securities laws regarding disclosure of
information material to a reasonable investor's assessment of the
magnitude of the Company's exposure to direct liability in silicone
breast implant litigation. In a separate action, a Corning
shareholder has sued certain Dow Corning Directors (including three
current Company Directors and two former Company Directors) alleging
breaches of state law duties relating to the manufacture and marketing
of silicone breast implants and seeking to recover unquantified money
damages derivatively on Corning's behalf.
Two separate derivative actions have been brought in the federal
court, Southern District of New York, by Company shareholders
purportedly on the Company's behalf. In Kas, et al. v. Butler, et
al., two Company shareholders brought suit in 1992, naming as
defendants all persons who were serving the Company as Directors on
December 31, 1990, certain Dow Corning Directors, Dow Corning, Corning
and certain Dow Corning officers, seeking derivatively on the
Company's behalf unquantified money damages. In Rubinstein, et al. v.
Ludington, et al., four Company shareholders brought suit in 1992,
naming as defendants Dow Corning's Directors who were also Company
Directors and three former Company Directors, also seeking
derivatively on the Company's behalf unquantified money damages.
Plaintiffs in both cases subsequently made demands that the Company's
Board bring suit on behalf of the Company. After the Board rejected
those demands, the plaintiffs refiled their complaints alleging that
the demands were wrongfully rejected.
On May 15, 1995, Dow Corning announced that it had voluntarily filed
for protection under Chapter 11 of the United States Bankruptcy Code.
Under Chapter 11, all claims against Dow Corning (although not against
its co-defendants) are automatically stayed.
It is impossible to predict the outcome of each of the above described
legal actions. However, it is the opinion of the Company's management
that the possibility that these actions will have a material adverse
impact on the Company's consolidated financial statements is remote,
except as described below.
In January 1994, Dow Corning announced a pretax charge of $640 million
($415 million after tax) for the fourth quarter of 1993. In January
1995, Dow Corning announced a pretax charge of $241 million ($152
million after tax) for the fourth quarter of 1994. These charges
included Dow Corning's best estimate of its potential liability for
breast implant litigation based on a global Breast Implant Litigation
Settlement Agreement (the "Settlement Agreement"); litigation and
claims outside the Settlement Agreement; and provisions for legal,
administrative and research costs related to breast implants. The
charges for 1993 and 1994 included pretax amounts of $1,240 million
and $441 million, respectively, less expected insurance recoveries of
$600 million and $200 million, respectively. The 1993 amounts
reported by Dow Corning were determined on a present value basis. On
an undiscounted basis, the estimated liability above for 1993 was
$2,300 million less expected insurance recoveries of $1,200 million.
As a result of the Dow Corning actions, the Company recorded its 50
percent share of the charges, net of tax benefits available to the
Company. The impact on the Company's net income was a charge of $192
million for 1993 and a charge of $70 million for 1994.
Dow Corning reported an after tax net loss of $167 million for the
second quarter of 1995, of which the Company's share amounted to $83
million. Dow Corning's second quarter loss was a result of a $221
million after tax charge taken to reflect a change in accounting
method from the present value basis noted above to an undiscounted
basis resulting from the uncertainties associated with its Chapter 11
filing. As a result of Dow Corning's 1995 second quarter loss and
Chapter 11 filing, the Company recognized a pretax charge against
income of $330 million for the second quarter of 1995, fully reserved
its investment in Dow Corning and will not recognize its 50 percent
share of future equity earnings while Dow Corning remains in Chapter
11.
On September 1, 1994, Judge Sam C. Pointer, Jr. of the United States
District Court for the Northern District of Alabama approved the
Settlement Agreement pursuant to which plaintiffs choosing to
participate in the Settlement Agreement released the Company from
liability. The Company was not a participant in the Settlement
Agreement nor was it required to contribute to the settlement. On
October 7, 1995, Judge Pointer issued an order which concluded that
the Settlement Agreement was not workable in its then-current form
because the funds committed to it by industry participants were
inadequate. The order provided that plaintiffs who had previously
agreed to participate in the Settlement Agreement could opt-out after
November 30, 1995.
The Company's maximum exposure for breast implant product liability
claims against Dow Corning is limited to its investment in Dow Corning
which, after the second quarter charge noted above, is zero. As a
result, any future charges by Dow Corning related to such claims or as
a result of the Chapter 11 proceeding would not have an adverse impact
on the Company's consolidated financial statements.
The Company is separately named as a defendant in a total of 13,141
breast implant product liability cases. In these situations,
plaintiffs have alleged that the Company should be liable for Dow
Corning's alleged torts based on the Company's 50 percent stock
ownership in Dow Corning and that the Company should be liable by
virtue of alleged "direct participation" by the Company or its agents
in Dow Corning's breast implant business. These latter direct
participation claims include counts sounding in strict liability,
fraud, aiding and abetting, conspiracy, concert of action and
negligence.
Judge Pointer has been appointed by the Federal Judicial Panel on
Multidistrict Litigation to oversee all of the product liability cases
involving silicone breast implants filed in the U.S. federal courts.
Initially, in a ruling issued on December 1, 1993, Judge Pointer
granted the Company's motion for summary judgment, finding that there
was no basis on which a jury could conclude that the Company was
liable for any claimed defects in the breast implants manufactured by
Dow Corning. In an interlocutory opinion issued on April 25, 1995,
however, Judge Pointer affirmed his December 1993 ruling as to
plaintiffs' corporate control claims but vacated that ruling as to
plaintiffs' direct participation claims.
In his opinion, Judge Pointer reaffirmed the view he had expressed in
his December 1993 ruling that the Company is a separate, independent
entity from Dow Corning and therefore has no legal responsibility as a
result of its ownership of Dow Corning stock for Dow Corning's breast
implant business. However, Judge Pointer stated that under the law of
at least some states (although not necessarily all states), actions
allegedly taken by the Company independent of its role as a
shareholder in Dow Corning could give rise to liability under a
negligence theory. Judge Pointer declined to address plaintiffs'
other legal theories, including strict liability, fraud, aiding and
abetting, conspiracy and concert of action. It is impossible to
predict the outcome or to estimate the cost to the Company of
resolving any of the federal product liability cases. The Company has
filed claims with its insurance carriers to recover in the event it is
held liable in the federal (or any other) breast implant litigation.
After Judge Pointer's initial ruling in December 1993, summary
judgment was granted to the Company in 4,006 breast implant cases
pending in state courts in California, Indiana, Michigan, New Jersey
and New York, and 121 actions in Pennsylvania were dismissed. Of
these rulings, the California ruling was final and has been appealed.
The New Jersey ruling has been reconsidered and all claims were again
dismissed, except the negligence claim. Plaintiffs in New York filed
a motion to reconsider based on Judge Pointer's April 25, 1995 ruling.
On September 22, 1995, Judge Lobis, presiding over the consolidated
New York breast implant litigation, dismissed all counts of all cases
filed against the Company in New York on the ground that no reasonable
jury could find against the Company. Plaintiffs have appealed Judge
Lobis' ruling. Other rulings that are not final decisions are also
subject to reconsideration by the trial courts. The Company expects
that plaintiffs will file motions to reconsider in some states as a
result of Judge Pointer's April 25 decision. The Company remains a
defendant in other breast implant product liability cases originally
brought in state courts and continues to be named as a defendant as
cases are filed in various courts. It is impossible to predict the
outcome or to estimate the cost to the Company of resolving any of the
state product liability cases.
The Company is also a defendant in ten federal silicone jaw implant
cases involving implants manufactured by Dow Corning. Federal
District Court Judge Paul A. Magnuson has been appointed by the
Federal Judicial Panel on Multidistrict Litigation to oversee all of
the product liability cases involving silicone jaw implants filed in
the U.S. federal courts. On March 31, 1995, Judge Magnuson granted
the Company's motion for summary judgment, concluding, based on
virtually the same arguments that were presented to Judge Pointer,
that no reasonable jury could find in favor of plaintiffs on any of
their claims against the Company. On June 13, 1995, Judge Magnuson
denied plaintiffs' motion to reconsider his ruling based on Judge
Pointer's April 25 decision, and granted the Company's request to
enter a final judgment in its favor. Plaintiffs have appealed the
final judgment to the U.S. Court of Appeals for the Eighth Circuit.
On November 3, 1994, Judge Michael Schneider, presiding in the
consolidated breast implant cases in Harris County, Texas, granted in
part and denied in part the Company's motion for summary judgment.
Judge Schneider granted the Company's motion as to (i) all claims
based on the Company's shareholder status in Dow Corning, (ii) the
claim that the Company was liable in negligence for failing to
supervise Dow Corning, and (iii) plaintiffs' licensor-licensee claim.
Judge Schneider denied the Company's motion with regard to plaintiffs'
claims sounding in fraud, aiding and abetting, conspiracy, certain
negligence claims and a claim brought under the Texas Deceptive Trade
Practices Act. As a result, the Company remains a defendant as to
such claims in the Harris County product liability cases. In those
cases (and in cases brought in certain other jurisdictions including
those before Judge Pointer), the Company has filed cross-claims
against Dow Corning on the ground that if the Company and Dow Corning
are found jointly and severally liable, Dow Corning should bear
appropriate responsibility for the injuries caused by its product. In
certain jurisdictions, the Company has also filed similar cross-claims
against Corning. It is impossible to predict the outcome or to
estimate the cost to the Company of resolving any of the Harris County
product liability cases.
In an order dated December 1, 1994, Judge Frank Andrews, presiding in
the consolidated breast implant cases in Dallas County, Texas, granted
the Company's motion for summary judgment "in all respects except as
to theories of conspiracy and strict liability as a component
supplier." As a result, the Company remains a defendant as to such
claims in the Dallas County product liability cases. It is impossible
to predict the outcome or to estimate the cost to the Company of
resolving any of these actions.
Three breast implant product liability cases brought against the
Company have now gone to trial. In February 1995, a Harris County
jury exonerated the Company in one case and found the Company jointly
and severally liable with Dow Corning for $5.23 million on a single
count in a second case. After the verdict, however, the Court
overturned the jury's verdict and entered judgment for the Company.
On October 30, 1995 a state court jury in Reno, Nevada found the
Company liable for $4.15 million in compensatory damages and $10
million in punitive damages. The Company intends to appeal the
verdict. The Company will also file a claim in Dow Corning's
bankruptcy proceedings to recover from Dow Corning its share of any
monies the Company might pay as a result of the Nevada verdict.
With the principal exception of the cases filed in Michigan and
approximately 150 cases filed in Texas, Dow Corning or the Company
have removed virtually all cases originally filed in state courts
across the country to various federal courts. The removed cases have
been, in most instances, transferred to Judge Pointer. Plaintiffs
have asked Judge Pointer to remand those cases back to their states of
origin, and the Company has opposed that motion.
It is the opinion of the Company's management that the possibility is
remote that plaintiffs will prevail on the theory that the Company
should be liable in the breast implant litigation because of its
shareholder relationship with Dow Corning. The Company's management
believes that there is no merit to plaintiffs' claims that the Company
is liable for alleged defects in Dow Corning's silicone products
because of the Company's alleged direct participation in the
development of those products, and the Company intends to contest
those claims vigorously. Management believes that the possibility is
remote that a resolution of plaintiffs' direct participation claims,
including the vigorous defense against those claims, would have a
material adverse impact on the Company's financial position or cash
flows. Nevertheless, in light of Judge Pointer's April 25 ruling, it
is possible that a resolution of plaintiffs' direct participation
claims, including the vigorous defense against those claims, could
have a material adverse impact on the Company's net income for a
particular period, although it is impossible at this time to estimate
the range or amount of any such impact.
GENERAL INFORMATION
Dividend Reinvestment Program Shares and Dow Employees' Savings Plan Shares
If you are enrolled in the Dividend Reinvestment Program, the enclosed
proxy form indicates the shares of common stock owned on the record
date by you directly, plus all shares of common stock held for you in
the Dividend Reinvestment Program. Boston EquiServe L.P. ("BES"), as
your agent, will vote any shares of stock held in your Dividend
Reinvestment Account. If no specific instruction is given on an
executed proxy, BES will vote as recommended by the Board of
Directors.
Separate "Confidential Voting Instructions" forms are being sent to
current or former Dow employees enrolled in either the Dow Hourly or
Salaried Employees' Savings Plan, covering all shares of common and
preferred stock held for you in the Savings Plan on the record date.
Your executed proxy will provide voting instructions to NBD Bank,
N.A., custodian for the Savings Plans' trustee. If not all the
Savings Plans' voting instructions are returned, the custodian will
vote all the shares of common stock for each Savings Plan in the same
proportion as the shares for which signed instructions are received.
Future Stockholder Proposals
If you wish to submit a proposal to be considered for inclusion in the
proxy material for the next Annual Meeting, please send it to the
Secretary, The Dow Chemical Company, 2030 Dow Center, Midland, MI
48674. Under the rules of the Securities and Exchange Commission,
proposals must be received no later than November 20, 1996, to be
eligible for inclusion in the 1997 Annual Meeting proxy statement.
Nominations for Director
The Committee on Directors will continue its long-standing practice of
accepting stockholders' suggestions on candidates to consider as
potential Board members, as part of the Committee's periodic review of
the size and composition of the Board and its Committees. Such
recommendations may be sent to the Committee on Directors through the
Company Secretary at The Dow Chemical Company, 2030 Dow Center,
Midland, MI 48674.
Under the Company's Bylaws, stockholders wishing to formally nominate
a person for election as a Director must notify the Secretary of the
Company at the address above in writing not less than 90 days before
the Annual Meeting. Such notices must comply with the provisions set
forth in the Bylaws. A copy of the relevant provisions in the Bylaws
will be sent without charge to any stockholder who requests it in
writing. Such requests should be addressed to the Secretary, at the
address above.
Report to Stockholders
The Dow annual report, including financial statements, is mailed to
all stockholders, unless instructions have been given to eliminate
duplicate mailings of the annual report to a single household. A copy
of Dow's annual report on Form 10-K filed with the Securities and
Exchange Commission will be sent without charge to any stockholder who
requests it in writing. Such requests should be addressed to Boston
EquiServe L.P., P.O. Box 9155, Boston, MA 02205-9155.
Other Matters
The Board does not intend to present any business at the meeting not
described in this proxy statement. If any other proposal should be
presented at the meeting, and it is a matter that can properly come
before the meeting, the representatives of the Board named in the
enclosed proxy form intend to vote your proxy in accordance with their
best judgment.
/s/ Donna J. Roberts
Midland, Michigan Donna J. Roberts
March 20, 1996 Secretary
APPENDIX
List of Photos of Directors and Omitted Graphics
Photo 1 Photograph of Jacqueline K. Barton
Photo 2 Photograph of David T. Buzzelli
Photo 3 Photograph of Anthony J. Carbone
Photo 4 Photograph of John C. Danforth
Photo 5 Photograph of Joseph L. Downey
Photo 6 Photograph of Barbara Hackman Franklin
Photo 7 Photograph of Allan D. Gilmour
Photo 8 Photograph of Michael D. Parker
Photo 9 Photograph of J. Pedro Reinhard
Photo 10 Photograph of Harold T. Shapiro
Photo 11 Photograph of Fred P. Corson
Photo 12 Photograph of Willie D. Davis
Photo 13 Photograph of Michael L. Dow
Photo 14 Photograph of Enrique C. Falla
Photo 15 Photograph of William J. Neely
Photo 16 Photograph of Frank P. Popoff
Photo 17 Photograph of Paul G. Stern
Photo 18 Photograph of William S. Stavropoulos
PERFORMANCE GRAPHS - Values provided for EDGAR only but shareholders
given line graph.
A. Five-Year Cumulative Total Return
B. Ten-Year Cumulative Total Return
- ---------------------------BANK/BROKER (BENEFICIAL)---------------------------
- ------------------------------------------------------------------------------
The Dow Chemical Company
1996 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby gives authority to vote all the shares of common stock
of THE DOW CHEMICAL COMPANY that the undersigned may be entitled to vote at
the Annual Meeting of Stockholders to be held at the Midland Center for the
Arts, Midland, Michigan, on Thursday, May 9, 1996, at 2 p.m., and at any
adjournment thereof, on the following matters and upon such other business as
may properly come before the meeting.
SUCH PROXIES ARE DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE SIDE, OR IF NO
SPECIFICATION IS MADE, FOR THE ELECTION OF TEN DIRECTORS AS LISTED BELOW, FOR
AGENDA ITEM 2 AND TO VOTE IN ACCORDANCE WITH THEIR DISCRETION ON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. TO VOTE IN ACCORDANCE WITH
THE BOARD OF DIRECTORS' RECOMMENDATIONS, JUST SIGN AND DATE ON THE REVERSE
SIDE - NO VOTING BOXES NEED TO BE CHECKED.
Agenda Item 1: The election of ten Directors: Jacqueline K. Barton,
David T. Buzzelli, Anthony J. Carbone, John C. Danforth,
Joseph L. Downey, Barbara Hackman Franklin, Allan D. Gilmour,
Michael D. Parker, J. Pedro Reinhard, Harold T. Shapiro.
Agenda Item 2: Ratification of the selection of Deloitte & Touche LLP as
Dow's independent auditors for 1996.
You may specify your choices by marking the appropriate boxes on the reverse
side, but you need not mark any voting boxes if you wish to vote in accordance
with the Board of Directors' recommendations. The Proxy Committee cannot
vote your shares unless you sign, date and return this card.
Sign and Date on other side.
<PAGE>
______________________________________________________________________________
X PLEASE MARK VOTES IN INK AS IN THIS EXAMPLE.
This voting instruction card when properly executed will be voted in the
manner directed herein by the undersigned. If no direction is made, this
proxy will be voted FOR the election of all the Candidates listed and
FOR Agenda Item 2. The proxies are authorized to vote in accordance with
their discretion on such other matters as may properly come before the meeting.
The undersigned hereby revokes all proxies heretofore given by the undersigned
to vote at said meeting and at any adjournment thereof.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AGENDA ITEMS 1 AND 2.
Agenda Item 1: The election of ten Directors: Jacqueline K. Barton,
David T. Buzzelli, Anthony J. Carbone, John C. Danforth,
Joseph L. Downey, Barbara Hackman Franklin, Allan D. Gilmour,
Michael D. Parker, J. Pedro Reinhard, Harold T. Shapiro.
FOR __________ WITHHELD __________
_______________________________________
FOR ALL NOMINEES EXCEPT AS WRITTEN ABOVE:
Agenda Item 2: Ratification of the selection of Deloitte & Touche LLP as
Dow's independent auditors for 1996.
FOR AGAINST ABSTAIN
_____ _______ ________
Signature _______________________ Date ___________________
Please sign this proxy as the name(s) appear above.
<PAGE>
- --------------------------------REGISTERED-------------------------------------
- -------------------------------------------------------------------------------
March 20, 1996
Dear Dow Stockholder:
You are cordially invited to attend the 99th Annual Meeting of Stockholders
of The Dow Chemical Company. It will be held on Thursday, May 9, 1996, at
2 p.m., at the Midland Center for the Arts, 1801 West St. Andrews, Midland,
Michigan. The Annual Meeting includes a report on Company operations, as well
as votes on the matters set forth in the accompanying Notice of Annual
Meeting and Proxy Statement and on other business matters properly brought
before the meeting.
We hope that you will be able to come to the meeting in person. Whether or
not you plan to attend, you can be sure your shares are voted at the meeting
as you instruct by promptly completing the confidential voting form below and
returning it in the enclosed envelope. Directions for completing the form
are on the reverse side. Your vote will be seen only by authorized personnel
of the Inspectors of Election and its agents.
A ticket is required for admission to the Annual Meeting. Your
non-transferable stockholder ticket is on the reverse side of this letter.
To attend the Annual Meeting, you need only check the box on the proxy voting
form below to validate your ticket and indicate you plan to attend. Please
keep the ticket, bring it with you to the Annual Meeting and present it at the
door.
Cordially,
/s/DONNA J. ROBERTS
Donna J. Roberts
Secretary
ADMISSION TICKET ON REVERSE SIDE OF LETTER.
SEE DIRECTIONS FOR COMPLETION OF THE PROXY ON THE REVERSE SIDE.
______________________________________________________________________________
X PLEASE MARK VOTES IN INK AS IN THIS EXAMPLE.
This proxy when properly executed will be voted in the manner directed herein
by the undersigned. If no direction is made, this proxy will be voted FOR
the election of all the Candidates listed and FOR Agenda Item 2. The proxies
are authorized to vote in accordance with their discretion on such other
matters as may properly come before the meeting. The undersigned hereby
revokes all proxies heretofore given by the undersigned to vote at said
meeting and at any adjournment thereof.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AGENDA ITEMS 1 AND 2.
Agenda Item 1: The election of ten Directors: Jacqueline K. Barton,
David T. Buzzelli, Anthony J. Carbone, John C. Danforth,
Joseph L. Downey, Barbara Hackman Franklin, Allan D. Gilmour,
Michael D. Parker, J. Pedro Reinhard, Harold T. Shapiro.
FOR __________ WITHHELD __________
_______________________________________
FOR ALL NOMINEES EXCEPT AS WRITTEN ABOVE:
Agenda Item 2: Ratification of the selection of Deloitte & Touche LLP as
Dow's independent auditors for 1996.
FOR AGAINST ABSTAIN
_____ _______ ________
Optional comments___________________________________________________________
Mark here to validate your ticket if you plan to attend the Annual
Meeting. _____
Mark here if you have noted a change of address. _____
Mark here if you have written comments above. _____
Signature _______________________ Date ___________________
Signature _______________________ Date ___________________
Please sign this proxy as the name(s) appear above.
<PAGE>
The Dow Chemical Company
1996 ANNUAL MEETING OF STOCKHOLDERS
Midland Center for the Arts
1801 West St. Andrews at Eastman Avenue
Midland, Michigan
May 9, 1996
2 p.m.
ADMITTANCE TICKET
This ticket entitles the stockholder(s) listed on the reverse side to attend
the 1996 Dow Annual Meeting of Stockholders. This ticket is not transferable.
Doors will open at 12:30 p.m.
Cameras and recording devices are not permitted at the meeting. Hearing
amplification devices will be available.
The Dow Chemical Company
1996 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Michael L. Dow, J. Pedro Reinhard and
Harold T. Shapiro, jointly and severally, proxies, with full power of
substitution, to vote all the shares of common stock of THE DOW CHEMICAL
COMPANY that the undersigned may be entitled to vote at the Annual Meeting of
Stockholders to be held at the Midland Center for the Arts, Midland, Michigan,
on Thursday, May 9, 1996, at 2 p.m., and at any adjournment thereof, on the
following matters and upon such other business as may properly come before
the meeting.
SUCH PROXIES ARE DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE SIDE, OR IF NO
SPECIFICATION IS MADE, FOR THE ELECTION OF TEN DIRECTORS AS LISTED BELOW,
FOR AGENDA ITEM 2 AND TO VOTE IN ACCORDANCE WITH THEIR DISCRETION ON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS, JUST SIGN AND DATE ON THE
REVERSE SIDE - NO VOTING BOXES NEED TO BE CHECKED.
Agenda Item 1: The election of ten Directors: Jacqueline K. Barton,
David T. Buzzelli, Anthony J. Carbone, John C. Danforth,
Joseph L. Downey, Barbara Hackman Franklin, Allan D. Gilmour,
Michael D. Parker, J. Pedro Reinhard, Harold T. Shapiro.
Agenda Item 2: Ratification of the selection of Deloitte & Touche LLP as
Dow's independent auditors for 1996.
You may specify your choices by marking the appropriate boxes on the reverse
side, but you need not mark any voting boxes if you wish to vote in accordance
with the Board of Directors' recommendations. The Proxy Committee cannot
vote your shares unless you sign, date and return this card.
Remember to check the box to validate your ticket if you plan to attend the
Annual Meeting.
Please sign, date and promptly return this proxy form in the enclosed
envelope to the tabulating agent, EquiServe, L.P., P.O. Box 9018, Boston, MA
02205-8650.
Please check the appropriate box on the other side if you have written any
comments or a change of address.
<PAGE>
- -----------------------------------HESP---------------------------------------
- ------------------------------------------------------------------------------
March 20, 1996
Dear Dow Stockholder:
You are cordially invited to attend the 99th Annual Meeting of Stockholders
of The Dow Chemical Company. It will be held on Thursday, May 9, 1996, at
2 p.m., at the Midland Center for the Arts, 1801 West St. Andrews, Midland,
Michigan. The Annual Meeting includes a report on Company operations as well
as votes on the matters set forth in the accompanying Notice of Annual
Meeting and Proxy Statement and on other business matters properly brought
before the meeting.
We hope that you will be able to come to the meeting in person. Whether or
not you plan to attend, you can be sure your Employees' Savings Plan shares
are voted at the meeting as you instruct by promptly completing the
confidential voting instruction form below and returning it in the enclosed
envelope. Your vote will be seen only by authorized personnel of the
Inspectors of Election and its agents. For additional information on the
voting of shares in this plan, see the reverse side and the accompanying
proxy statement.
A ticket is required for admission to the Annual Meeting. Your ticket is on
the reverse side of this letter. To attend the Annual Meeting, you need only
check the box on the voting instruction form below to validate your ticket and
indicate you plan to attend. Please keep the ticket, bring it with you to the
Annual Meeting and present it at the door.
Cordially,
/s/DONNA J. ROBERTS
Donna J. Roberts
Secretary
ADMISSION TICKET ON REVERSE SIDE OF LETTER.
SEE DIRECTIONS FOR COMPLETION OF THE PROXY ON THE REVERSE SIDE.
______________________________________________________________________________
X PLEASE MARK VOTES IN INK AS IN THIS EXAMPLE.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AGENDA ITEMS 1 AND 2.
Agenda Item 1: The election of ten Directors: Jacqueline K. Barton,
David T. Buzzelli, Anthony J. Carbone, John C. Danforth,
Joseph L. Downey, Barbara Hackman Franklin, Allan D. Gilmour,
Michael D. Parker, J. Pedro Reinhard, Harold T. Shapiro.
FOR __________ WITHHELD __________
_______________________________________
FOR ALL NOMINEES EXCEPT AS WRITTEN ABOVE:
Agenda Item 2: Ratification of the selection of Deloitte & Touche LLP as
Dow's independent auditors for 1996.
FOR AGAINST ABSTAIN
_____ _______ ________
Optional comments___________________________________________________________
Mark here to validate your ticket if you plan to attend the Annual
Meeting. _____
Mark here if you have written comments above. _____
Signature _______________________ Date ___________________
Please sign this proxy as the name appears above.
<PAGE>
The Dow Chemical Company
1996 ANNUAL MEETING OF STOCKHOLDERS
Midland Center for the Arts
1801 West St. Andrews at Eastman Avenue
Midland, Michigan
May 9, 1996
2 p.m.
ADMITTANCE TICKET
This ticket entitles the stockholder listed on the reverse side to attend
the 1996 Dow Annual Meeting of Stockholders. This ticket is not transferable.
Doors will open at 12:30 p.m.
Cameras and recording devices are not permitted at the meeting. Hearing
amplification devices will be available.
The Dow Chemical Company
1996 ANNUAL MEETING OF STOCKHOLDERS
CONFIDENTIAL VOTING INSTRUCTIONS
TO: NBD BANK, N.A. ("NBD"),
AS AGENT FOR THE TRUSTEE UNDER
THE DOW HOURLY EMPLOYEES' SAVINGS PLAN
The undersigned hereby directs NBD to vote all shares of common stock
of THE DOW CHEMICAL COMPANY ("Dow") credited to the undersigned's account in
the Hourly Employees' Savings Plan (the "Plan") as of the record date for the
Annual Meeting of Stockholders of The Dow Chemical Company to be held at the
Midland Center for the Arts, Midland, Michigan, on May 9, 1996, at 2 p.m.,
and at any adjournment thereof, on the following matters and upon such other
business as may properly come before the meeting. The Company has instructed
NBD and its agents not to disclose to the Dow Board or management how
individuals in this Plan have voted.
NBD IS DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE SIDE, OR IF NO
SPECIFICATION IS MADE, FOR THE ELECTION OF TEN DIRECTORS, FOR AGENDA ITEM 2,
AND TO VOTE IN ACCORDANCE WITH ITS DISCRETION ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING. TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS, JUST SIGN AND DATE ON THE REVERSE SIDE - NO
VOTING BOXES NEED TO BE CHECKED. IN ACCORDANCE WITH THE TERMS OF THE PLAN,
NBD SHALL VOTE ALL COMMON SHARES IN THE ACCOUNTS OF PLAN MEMBERS WHO
FAIL TO SIGN AND RETURN THESE INSTRUCTIONS IN THE SAME PROPORTION AS THE
SHARES IN THE ACCOUNTS OF MEMBERS WHO HAVE PROVIDED DIRECTION.
Remember to check the box to validate your ticket if you plan to attend the
Annual Meeting.
Please sign, date and promptly return this confidential voting form in the
enclosed envelope to the Plan's tabulating agent, EquiServe, L.P., P.O.
Box 9018, Boston, MA 02205-8650. Additional information concerning the
voting of shares held in accounts under this Plan appears in the accompanying
proxy statement.
Sign and date on other side.
<PAGE>
- -----------------------------------SESP---------------------------------------
- ------------------------------------------------------------------------------
March 20, 1996
Dear Dow Stockholder:
You are cordially invited to attend the 99th Annual Meeting of Stockholders
of The Dow Chemical Company. It will be held on Thursday, May 9, 1996, at
2 p.m., at the Midland Center for the Arts, 1801 West St. Andrews, Midland,
Michigan. The Annual Meeting includes a report on Company operations as well
as votes on the matters set forth in the accompanying Notice of Annual
Meeting and Proxy Statement and on other business matters properly brought
before the meeting.
We hope that you will be able to come to the meeting in person. Whether or
not you plan to attend, you can be sure your Employees' Savings Plan shares
are voted at the meeting as you instruct by promptly completing the
confidential voting instruction form below and returning it in the enclosed
envelope. Your vote will be seen only by authorized personnel of the
Inspectors of Election and its agents. For additional information on the
voting of shares in this plan, see the reverse side and the accompanying
proxy statement.
A ticket is required for admission to the Annual Meeting. Your ticket is on
the reverse side of this letter. To attend the Annual Meeting, you need only
check the box on the voting instruction form below to validate your ticket and
indicate you plan to attend. Please keep the ticket, bring it with you to the
Annual Meeting and present it at the door.
Cordially,
/s/DONNA J. ROBERTS
Donna J. Roberts
Secretary
ADMISSION TICKET ON REVERSE SIDE OF LETTER.
SEE DIRECTIONS FOR COMPLETION OF THE PROXY ON THE REVERSE SIDE.
______________________________________________________________________________
X PLEASE MARK VOTES IN INK AS IN THIS EXAMPLE.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AGENDA ITEMS 1 AND 2.
Agenda Item 1: The election of ten Directors: Jacqueline K. Barton,
David T. Buzzelli, Anthony J. Carbone, John C. Danforth,
Joseph L. Downey, Barbara Hackman Franklin, Allan D. Gilmour,
Michael D. Parker, J. Pedro Reinhard, Harold T. Shapiro.
FOR __________ WITHHELD __________
_______________________________________
FOR ALL NOMINEES EXCEPT AS WRITTEN ABOVE:
Agenda Item 2: Ratification of the selection of Deloitte & Touche LLP as
Dow's independent auditors for 1996.
FOR AGAINST ABSTAIN
_____ _______ ________
Optional comments___________________________________________________________
Mark here to validate your ticket if you plan to attend the Annual
Meeting. _____
Mark here if you have written comments above. _____
Signature _______________________ Date ___________________
Please sign this proxy as the name appears above.
<PAGE>
The Dow Chemical Company
1996 ANNUAL MEETING OF STOCKHOLDERS
Midland Center for the Arts
1801 West St. Andrews at Eastman Avenue
Midland, Michigan
May 9, 1996
2 p.m.
ADMITTANCE TICKET
This ticket entitles the stockholder listed on the reverse side to attend
the 1996 Dow Annual Meeting of Stockholders. This ticket is not transferable.
Doors will open at 12:30 p.m.
Cameras and recording devices are not permitted at the meeting. Hearing
amplification devices will be available.
The Dow Chemical Company
1996 ANNUAL MEETING OF STOCKHOLDERS
CONFIDENTIAL VOTING INSTRUCTIONS
TO: NBD BANK, N.A. ("NBD"),
AS AGENT FOR THE TRUSTEE UNDER
THE DOW SALARIED EMPLOYEES' SAVINGS PLAN
The undersigned hereby directs NBD to vote all shares of common and preferred
stock of THE DOW CHEMICAL COMPANY ("Dow") credited to the undersigned's
account in the Salaried Employees' Savings Plan (the "Plan") as of the record
date for the Annual Meeting of Stockholders of The Dow Chemical Company to be
held at the Midland Center for the Arts, Midland, Michigan, on May 9, 1996,
at 2 p.m., and at any adjournment thereof, on the following matters and upon
such other business as may properly come before the meeting. The Company has
instructed NBD and its agents not to disclose to the Dow Board or management
how individuals in this Plan have voted.
NBD IS DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE SIDE, OR IF NO
SPECIFICATION IS MADE, FOR THE ELECTION OF TEN DIRECTORS, FOR AGENDA ITEM 2,
AND TO VOTE IN ACCORDANCE WITH ITS DISCRETION ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING. TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS, JUST SIGN AND DATE ON THE REVERSE SIDE - NO
VOTING BOXES NEED TO BE CHECKED. IN ACCORDANCE WITH THE TERMS OF THE PLAN,
NBD SHALL VOTE ALL COMMON SHARES IN THE ACCOUNTS OF PLAN MEMBERS WHO
FAIL TO SIGN AND RETURN THESE INSTRUCTIONS IN THE SAME PROPORTION AS THE
SHARES IN THE ACCOUNTS OF MEMBERS WHO HAVE PROVIDED DIRECTION.
Remember to check the box to validate your ticket if you plan to attend the
Annual Meeting.
Please sign, date and promptly return this confidential voting form in the
enclosed envelope to the Plan's tabulating agent, Boston EquiServe L.P., P.O.
Box 9018, Boston, MA 02205-8650. Additional information concerning the
voting of shares held in accounts under this Plan appears in the accompanying
proxy statement.
Sign and date on other side.
<PAGE>
- ------------------------------DH COMPOUNDING----------------------------------
- ------------------------------------------------------------------------------
March 20, 1996
Dear Dow Stockholder:
As a stockholder of The Dow Chemical Company ("Dow" or the "Company")
through your participation in the DH Compounding Company Savings and
Retirement Plan (the "Plan"), you are cordially invited to attend the
99th Annual Meeting of Stockholders. It will be held on Thursday,
May 9, 1996, at 2 p.m., at the Midland Center for the Arts, 1801 West St.
Andrews, Midland, Michigan. The Annual Meeting will include a report on
Company operations, as well as votes on the matters set forth in the
accompanying Notice of Annual Meeting and Proxy Statement and on other
business matters properly brought before the meeting.
We hope that you will be able to come to the Annual Meeting in person.
A ticket is required for admission. Your non-transferable stockholder
ticket is on the reverse side of this letter. To attend the Annual Meeting,
you need only check the box on the voting instruction form below to validate
your ticket and indicate you plan to attend. Please keep the ticket, bring
it with you to the Annual Meeting and present it at the door.
Whether or not you plan to attend, you can be sure your Plan shares are voted
at the meeting as you instruct by promptly completing the form below with
confidential voting instructions to the Plan Trustee and returning the form in
the enclosed envelope. Your vote will be seen only by authorized personnel of
the Plan Trustee and its agents. For additional information on the voting of
shares, see the reverse side and the accompanying proxy statement.
Cordially,
/s/DONNA J. ROBERTS
Donna J. Roberts
Secretary
ADMISSION TICKET ON REVERSE SIDE OF LETTER.
SEE DIRECTIONS FOR COMPLETION OF THE PROXY ON THE REVERSE SIDE.
______________________________________________________________________________
X PLEASE MARK VOTES IN INK AS IN THIS EXAMPLE.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AGENDA ITEMS 1 AND 2.
Agenda Item 1: The election of ten Directors: Jacqueline K. Barton,
David T. Buzzelli, Anthony J. Carbone, John C. Danforth,
Joseph L. Downey, Barbara Hackman Franklin, Allan D. Gilmour,
Michael D. Parker, J. Pedro Reinhard, Harold T. Shapiro.
FOR __________ WITHHELD __________
_______________________________________
FOR ALL NOMINEES EXCEPT AS WRITTEN ABOVE:
Agenda Item 2: Ratification of the selection of Deloitte & Touche LLP as
Dow's independent auditors for 1996.
FOR AGAINST ABSTAIN
_____ _______ ________
Optional comments___________________________________________________________
Mark here to validate your ticket if you plan to attend the Annual
Meeting. _____
Mark here if you have written comments above. _____
Signature _______________________ Date ___________________
Please sign this proxy as the name appears above.
<PAGE>
The Dow Chemical Company
1996 ANNUAL MEETING OF STOCKHOLDERS
Midland Center for the Arts
1801 West St. Andrews at Eastman Avenue
Midland, Michigan
May 9, 1996
2 p.m.
ADMITTANCE TICKET
This ticket entitles the stockholder listed on the reverse side to attend
the 1996 Dow Annual Meeting of Stockholders. This ticket is not transferable.
Doors will open at 12:30 p.m.
Cameras and recording devices are not permitted at the meeting. Hearing
amplification devices will be available.
The Dow Chemical Company
1996 ANNUAL MEETING OF STOCKHOLDERS
CONFIDENTIAL VOTING INSTRUCTIONS
TO: BZW BARCLAYS GLOBAL INVESTORS, N.A.,
THE TRUSTEE OF THE DH COMPOUNDING COMPANY
SAVINGS AND RETIREMENT PLAN (THE "TRUSTEE")
The undersigned hereby directs the Trustee to vote all shares of common stock
of THE DOW CHEMICAL COMPANY ("Dow") credited to the undersigned's account in
the DH Compounding Company Savings and Retirement Plan (the "Plan") as of the
record date for the Annual Meeting of Stockholders of The Dow Chemical Company
to be held at the Midland Center for the Arts, Midland, Michigan, on
May 9, 1996, at 2 p.m., and at any adjournment thereof, on the following
matters and upon such other business as may properly come before the meeting.
The Company has instructed the Trustee and its agents not to disclose to the
Dow Board or management how individuals in this Plan have voted.
THE TRUSTEE IS DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE SIDE, OR IF NO
SPECIFICATION IS MADE, FOR THE ELECTION OF TEN DIRECTORS, FOR AGENDA ITEM 2,
AND TO VOTE IN ACCORDANCE WITH ITS DISCRETION ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING. TO VOTE IN ACCORDANCE WITH THE DOW BOARD
OF DIRECTORS' RECOMMENDATIONS, JUST SIGN AND DATE ON THE REVERSE SIDE -
NO VOTING BOXES NEED TO BE CHECKED. IF YOUR COMPLETED PROXY CARD IS NOT
RECEIVED BY MAY 7, 1996, THE ADMINISTRATIVE COMMITTEE FOR THE PLAN MAY DIRECT
THE PLAN TRUSTEE TO VOTE YOUR SHARES.
Remember to check the box to validate your ticket if you plan to attend the
Annual Meeting.
Please sign, date and promptly return this confidential voting form in the
enclosed envelope to the Trustee's tabulating agent, Boston EquiServe L.P.,
P.O. Box 9018, Boston, MA 02205-8650. Additional information concerning
the voting of shares appears in the accompanying proxy statement.
Sign and date on other side.
<PAGE>
- -------------------------------DOWELANCO--------------------------------------
- ------------------------------------------------------------------------------
March 20, 1996
Dear Dow Stockholder:
As a stockholder of The Dow Chemical Company ("Dow" or the "Company") through
your participation in the DowElanco Savings Plan (the "Plan"), you are
cordially invited to attend the 99th Annual Meeting of Stockholders. It will
be held on Thursday, May 9, 1996, at 2 p.m., at the Midland Center for the Arts,
1801 West St. Andrews, Midland, Michigan. The Annual Meeting will include a
report on Company operations, as well as votes on the matters set forth in the
accompanying Notice of Annual Meeting and Proxy Statement and on other business
matters properly brought before the meeting.
We hope that you will be able to come to the Annual Meeting in person. A ticket
is required for admission. Your non-transferable stockholder ticket is on the
reverse side of this letter. To attend the Annual Meeting, you need only check
the box on the voting instruction form below to validate your ticket and
indicate you plan to attend. Please keep the ticket, bring it with you to the
Annual Meeting and present it at the door.
Whether or not you plan to attend, you can be sure your Plan shares are voted
at the meeting as you instruct by promptly completing the form below with
confidential voting instructions to the Plan Trustee and returning the form in
the enclosed envelope. Your vote will be seen only by authorized personnel of
the Plan Trustee and its agents. For additional information on the voting of
shares, see the reverse side and the accompanying proxy statement.
Cordially,
/S/DONNA J. ROBERTS
Donna J. Roberts
Secretary
ADMISSION TICKET ON REVERSE SIDE OF LETTER.
SEE DIRECTIONS FOR COMPLETION OF THE PROXY ON THE REVERSE SIDE.
______________________________________________________________________________
X PLEASE MARK VOTES IN INK AS IN THIS EXAMPLE.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AGENDA ITEMS 1 AND 2.
Agenda Item 1: The election of ten Directors: Jacqueline K. Barton,
David T. Buzzelli, Anthony J. Carbone, John C. Danforth,
Joseph L. Downey, Barbara Hackman Franklin, Allan D. Gilmour,
Michael D. Parker, J. Pedro Reinhard, Harold T. Shapiro.
FOR __________ WITHHELD __________
_______________________________________
FOR ALL NOMINEES EXCEPT AS WRITTEN ABOVE:
Agenda Item 2: Ratification of the selection of Deloitte & Touche LLP as
Dow's independent auditors for 1996.
FOR AGAINST ABSTAIN
_____ _______ ________
Optional comments___________________________________________________________
Mark here to validate your ticket if you plan to attend the Annual
Meeting. _____
Mark here if you have written comments above. _____
Signature _______________________ Date ___________________
Please sign this proxy as the name appears above.
<PAGE>
The Dow Chemical Company
1996 ANNUAL MEETING OF STOCKHOLDERS
Midland Center for the Arts
1801 West St. Andrews at Eastman Avenue
Midland, Michigan
May 9, 1996
2 p.m.
ADMITTANCE TICKET
This ticket entitles the stockholder listed on the reverse side to attend
the 1996 Dow Annual Meeting of Stockholders. This ticket is not transferable.
Doors will open at 12:30 p.m.
Cameras and recording devices are not permitted at the meeting. Hearing
amplification devices will be available.
The Dow Chemical Company
1996 ANNUAL MEETING OF STOCKHOLDERS
CONFIDENTIAL VOTING INSTRUCTIONS
TO: FIDELITY MANAGEMENT TRUST COMPANY,
THE TRUSTEE OF THE DOWELANCO SAVINGS PLAN (THE "TRUSTEE")
The undersigned hereby directs the Trustee to vote all shares of common stock of
THE DOW CHEMICAL COMPANY ("Dow") credited to the undersigned's account in the
DowElanco Savings Plan (the "Plan") as of the record date for the Annual Meeting
of Stockholders of The Dow Chemical Company to be held at the Midland Center for
the Arts, Midland, Michigan, on May 9, 1996, at 2 p.m., and at any adjournment
thereof, on the following matters and upon such other business as may properly
come before the meeting. The Company has instructed the Trustee and its agents
not to disclose to the Dow Board or management how individuals in this Plan
have voted.
THE TRUSTEE IS DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE SIDE, OR IF NO
SPECIFICATION IS MADE, FOR THE ELECTION OF TEN DIRECTORS, FOR AGENDA ITEM 2,
AND TO VOTE IN ACCORDANCE WITH ITS DISCRETION ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING. TO VOTE IN ACCORDANCE WITH THE DOW BOARD
OF DIRECTORS' RECOMMENDATIONS, JUST SIGN AND DATE ON THE REVERSE SIDE - NO
VOTING BOXES NEED TO BE CHECKED. IN ACCORDANCE WITH THE TERMS OF THE PLAN,
THE TRUSTEE SHALL VOTE ALL DOW COMMON STOCK IN THE ACCOUNTS OF PLAN MEMBERS
WHO FAIL TO SIGN AND RETURN THESE INSTRUCTIONS IN THE SAME PROPORTION AS THE
TOTAL SHARES OF DOW COMMON STOCK IN THE ACCOUNTS OF MEMBERS WHO PROVIDED
DIRECTION.
Remember to check the box to validate your ticket if you plan to attend the
Annual Meeting.
Please sign, date and promptly return this confidential voting form in the
enclosed envelope to the Trustee's tabulating agent, Boston EquiServe L.P.,
P.O. Box 9018, Boston, MA 02205-8650. Additional information concerning
the voting of shares appears in the accompanying proxy statement.
Sign and date on other side.
<PAGE>
- ----------------------------------DESTEC--------------------------------------
- ------------------------------------------------------------------------------
Name: _____________________________________________
Social Security Number: ______________________________
Number of Shares: ___________________________________
1996 ANNUAL MEETING
THE DOW CHEMICAL COMPANY
VOTING INSTRUCTIONS
This Proxy is Solicited on Behalf of the Dow Board of Directors
TO: Merrill Lynch Trust Company ("MLT Co.")
The undersigned hereby directs MLT Co. to vote all the shares of common stock
of THE DOW CHEMICAL COMPANY credited to the undersigned's account under the
Destec Energy, Inc. Retirement and Savings Plan on the record date for the
Annual Meeting of Stockholders of The Dow Chemical Company to be held at the
Midland Center for the Arts, Midland, Michigan, on Thursday, May 9, 1996, at
2 p.m., and at any adjournment thereof, on the following matters and upon
such other business as may properly come before the meeting.
MLT CO. IS DIRECTED TO VOTE AS SPECIFIED BELOW OR, IF NO SPECIFICATION IS
MADE, FOR THE ELECTION OF TEN DIRECTORS, FOR AGENDA ITEM 2 AND TO VOTE IN
ACCORDANCE WITH ITS DISCRETION ON SUCH OTHER MATTERS THAT MAY PROPERLY COME
BEFORE THE MEETING.
To vote in accordance with the Board of Directors' recommendations just sign
and date below; no boxes need to be checked.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AGENDA ITEMS 1 AND 2.
Agenda Item 1: The election of ten Directors
FOR all Candidates listed below __________ WITHHOLD __________
(except any Candidate whose name for all Candidates
has been struck out) listed below
Jacqueline K. Barton; David T. Buzzelli; Anthony J. Carbone; John C. Danforth;
Joseph L. Downey; Barbara Hackman Franklin; Allan D. Gilmour; Michael D.
Parker; J. Pedro Reinhard; Harold T. Shapiro.
INSTRUCTION: To withhold authority to vote for any individual Candidate strike
a line through the Candidate's name in the list above.
Agenda Item 2: Ratification of the selection of Deloitte & Touche LLP as
Dow's independent auditors for 1996.
FOR AGAINST ABSTAIN
__________ __________ __________
Please sign, date and return this voting card promptly in the enclosed
envelope. Additional information concerning the voting of shares held in
accounts under the Plan appears in the accompanying proxy statement.
Date_______________________, 1996
_______________________________________________
Signature of Member
