NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 14, 1998
March 25, 1998
Dear Dow Stockholder:
The Annual Meeting of Stockholders of The Dow Chemical Company
will be held on Thursday, May 14, 1998, 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 six Directors.
2.Ratification of the selection of Deloitte & Touche LLP as
Dow's independent auditors for 1998.
3.Transaction of any other business as 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 be sure that your shares
are 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 16,
1998, as the record date for determining stockholders entitled to
receive notice of the Annual Meeting and any adjournment and to
vote. A list of common 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 the
Office of the Corporate Secretary, 2030 Dow Center, Midland,
Michigan.
Since seating is limited, 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 in the lobby
before the Annual Meeting begins.
You will need a validated ticket of admission or proof of stock
ownership to be admitted to 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, the Dow Hourly Employees'
Savings Plan, the Dow AgroSciences Employee Savings Plan, and the
DH Compounding Company Savings and Retirement Plan need only
check the box on the proxy form to validate their preprinted
ticket and indicate that they will attend. Questions may be
directed to Dow's transfer agent at 1-800-369-5606 or 781-575-
3899.
Other stockholders holding stock in nominee name or beneficially
(in "street name") will receive a ticket with their proxy
material and need to take no further action. Street name holders
without tickets will need proof of ownership for admission to the
Annual Meeting, such as a recent brokerage statement or letter
from the bank or broker.
We look forward to seeing you at the Annual Meeting.
/s/ John Scriven
John Scriven
Vice President
General Counsel and Secretary
Enclosures
<PAGE>
INTRODUCTION
This Proxy Statement and proxy voting form are being sent to all
stockholders of The Dow Chemical Company ("Dow" or the "Company")
as of the close of business on March 16, 1998, the record date
for the Annual Meeting of Stockholders to be held on May 14,
1998.
In the following pages of this Proxy Statement, 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 14, 1998, 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 new executed 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 defined
contribution plans, and requires the appointment of independent
tabulators and inspectors of election.
SHARES OUTSTANDING
At the close of business on the record date, March 16, 1998,
there were 225,491,276 shares of Dow common stock and 1,403,778
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 preferred
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. When the common
stock price equals or exceeds $86.125, the conversion ratio is
one share of common for one share of preferred stock. Each share
of preferred stock this year converts to 1.0 votes.
PROXIES ON BEHALF OF THE BOARD
The enclosed proxy is being solicited by the Board of Directors
to provide an opportunity to all stockholders of record to vote
on agenda items, 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 & Company Inc. 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.
<PAGE>
THE BOARD OF DIRECTORS AND BOARD 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.
There were seven Board meetings in 1997. Seventeen of the
Directors attended 100 percent of the Board meetings and all the
Directors then serving 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 such respective Director was eligible to
attend during the past year. All of the incumbent Dow Directors
exceeded that attendance threshold and fifteen had 100 percent
attendance at Board and Board committee meetings.
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 16, 1998:
EXECUTIVE COMMITTEE: Exercises the powers of the Board to manage
the Company between meetings of the Board. Twelve meetings in
1997. 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 1997. Members: B. H. Franklin (Chairman), A. D.
Gilmour, H. T. Shapiro 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. Four meetings in 1997. Members: W. D.
Davis (Chairman), J. K. Barton, F. P. Popoff, H. T. Shapiro, W.
S. Stavropoulos 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. Seven meetings in 1997. Members: H. T.
Shapiro (Chairman), W. D. Davis, B. H. Franklin, A. D. Gilmour
and P. G. Stern.
ENVIRONMENT, HEALTH, SAFETY AND PUBLIC POLICY COMMITTEE:
Assesses the Company's environment, health and safety policies
and performance and the social impact of Company decisions. This
Committee combines the former Environment, Health & Safety
Committee, which held four meetings in 1997, and the Public
Interest Committee, which held three meetings in 1997. Members:
D. T. Buzzelli (Chairman), A. A. Allemang, J. K. Barton, A. J.
Carbone, F. P. Corson, J. C. Danforth, W. D. Davis, M. L. Dow, J.
L. Downey, B. H. Franklin, M. D. Parker, H. T. Shapiro, W. S.
Stavropoulos and P. G. Stern.
FINANCE COMMITTEE: Reviews Dow's financial affairs and makes
recommendations to the Board concerning financial matters. Seven
meetings in 1997. 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. Four meetings in
1997. Members: M. L. Dow (Chairman), F. P. Corson, J. C.
Danforth, J. L. Downey, E. C. Falla and J. P. Reinhard.
<PAGE>
AGENDA ITEM 1
BOARD OF DIRECTORS
CANDIDATES FOR ELECTION AND CURRENT DIRECTORS
The Dow Board of Directors is divided into three classes. Each
class, described in the chart below, serves a term of three
years. The terms of the Directors in each class expire at the
Annual Meeting of Stockholders in the year listed on the chart.
CLASS III DIRECTORS CLASS I DIRECTORS CLASS II DIRECTORS
1998 1999 2000
Arnold A. Allemang 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 Harold T. Shapiro Paul G. Stern
In accordance with the recommendation of the Committee on
Directors, the Board of Directors has nominated Arnold A.
Allemang, John C. Danforth, Enrique C. Falla, Allan D. Gilmour,
Frank P. Popoff and William S. Stavropoulos for election as
Directors in Class III to serve three-year terms to expire at the
Annual Meeting in the year 2001, 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. All nominees have
previously been elected as Directors by the Company's
stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL
OF THESE NOMINEES AS DIRECTORS. The election of Directors
requires a plurality of the votes actually cast. As explained on
the accompanying proxy, it is the intention of the persons named
as proxies to vote in favor of the candidates nominated by the
Board unless such authority is withheld. If something
unanticipated should occur prior to the Annual Meeting, making it
impossible for one or more of the candidates to serve as a
Director, votes will be cast in the best judgment of the persons
authorized as proxies.
Information in the biographies of candidates and continuing
Directors that follows is current as of March 16, 1998, the
record date for the Annual Meeting.
CANDIDATES FOR ELECTION AS DIRECTOR
Photo 1
ARNOLD A. ALLEMANG, 55. DOW VICE PRESIDENT, OPERATIONS.
DIRECTOR SINCE 1996.
Employee of Dow since 1965. Director of Technology Centers, Dow
U.S.A. 1989-92. Manufacturing General Manager, Dow Benelux N.V.*
1992-93. Regional Vice President, Manufacturing and
Administration, Dow Benelux N.V.* 1993. Vice President,
Manufacturing Operations, Dow Europe S.A.* 1993-95. Dow Vice
President and Director of Manufacturing and Engineering 1995-97.
Dow Vice President, Operations 1997 to date. Director of Liana
Limited.* Representative on the Members Committees of DuPont Dow
Elastomers L.L.C.* and Radian International LLC.* President of
Dow Environmental Inc.* Member of the American Chemical Society
and the Advisory Board, Center for Chemical Process Safety,
American Institute of Chemical Engineers.
*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 in this
footnote as they existed as of the Annual Meeting record date.)
Dow Corning Corporation; Dow-United Technologies Composite
Products, Inc.; and DuPont Dow Elastomers L.L.C. - companies
ultimately 50 percent-owned by Dow. Mycogen Corporation - a
majority-owned subsidiary of Dow. Dow AgroSciences LLC, Dow
Benelux N.V., Dow Chemical Canada Inc., Dow Chemical Pacific
Limited, Dow Europe S.A., Dow Italia S.p.A., Liana Limited,
Radian International LLC, and Dow Environmental Inc. - all
ultimately wholly owned subsidiaries of Dow. Ownership by Dow
described above may be either direct or indirect.
<PAGE>
CANDIDATES FOR ELECTION AS DIRECTOR (CONTINUED)
Photo 2
JOHN C. DANFORTH, 61. PARTNER OF 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. Director of General
American Life Insurance Company and Cerner Corporation.
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, and the Distinguished
Missourian and Brotherhood Awards of the National Conference of
Christians and Jews.
Photo 3
ENRIQUE C. FALLA, 58. DOW SENIOR CONSULTANT. 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 1991-97.
Senior Vice President 1997. Senior Consultant 1997 to date.
Director of Dow Corning Corporation,* Kmart Corporation, Guidant
Corporation, and the University of Miami.
Photo 4
ALLAN D. GILMOUR, 63. 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 5
FRANK P. POPOFF, 62. 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.; Chemical Financial Corporation; United
Technologies Corporation; and the Michigan Molecular Institute.
Past Chairman of the Chemical Manufacturers Association. Member
of The Business Council, The Conference Board, the American
Chemical Society, the National LEAD Council, the Michigan
Business Partnership, and the Broken Hill Proprietary Company
Limited of Australia International Advisory Council.
*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 in this
footnote as they existed as of the Annual Meeting record date.)
Dow Corning Corporation; Dow-United Technologies Composite
Products, Inc.; and DuPont Dow Elastomers L.L.C. - companies
ultimately 50 percent-owned by Dow. Mycogen Corporation - a
majority-owned subsidiary of Dow. Dow AgroSciences LLC, Dow
Benelux N.V., Dow Chemical Canada Inc., Dow Chemical Pacific
Limited, Dow Europe S.A., Dow Italia S.p.A., Liana Limited,
Radian International LLC, and Dow Environmental Inc. - all
ultimately wholly owned subsidiaries of Dow. Ownership by Dow
described above may be either direct or indirect.
<PAGE>
CANDIDATES FOR ELECTION AS DIRECTOR (CONTINUED)
Photo 6
WILLIAM S. STAVROPOULOS, 58. 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, Chief Operating
Officer 1993-95, President 1993 to date, Chief Executive Officer
1995 to date. Director of Dow Corning Corporation,* NCR
Corporation, BellSouth Corporation, Chemical Financial
Corporation, and Chemical Bank and Trust Company. Representative
on the Members Committee, Dow AgroSciences LLC.* Member of the
American Chemical Society, The Business Council, The Business
Roundtable, and the Society of Chemical Industry. 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, Chemical
Manufacturers Association, University of Washington Foundation,
American Enterprise Institute for Public Policy Research, Midland
Community Center, and U.S. Council for International Business.
CURRENT DIRECTORS
Photo 7
JACQUELINE K. BARTON, 45. ARTHUR AND MARIAN HANISCH MEMORIAL
PROFESSOR OF CHEMISTRY, CALIFORNIA INSTITUTE OF TECHNOLOGY.
DIRECTOR SINCE 1993.
Assistant Professor of Chemistry and Biochemistry, Hunter
College, City University of New York 1980-82. Columbia
University: Assistant Professor 1983-85, Associate Professor
1985-86, Professor of Chemistry and Biological Sciences 1986-89.
California Institute of Technology: Professor of Chemistry 1989
to date, Arthur and Marian Hanisch Memorial Professor of
Chemistry 1997 to date. Named a MacArthur Foundation Fellow
1991. Recipient of the American Chemical Society ("ACS") William
H. Nichols Medal Award 1997, Columbia University Medal of
Excellence 1992, ACS Garvan Medal 1992, Mayor of New York's Award
in Science and Technology 1988, ACS Award in Pure Chemistry 1988
and the Alan T. Waterman Award of the National Science Foundation
1985. Member of the American Academy of Arts and Sciences and
the Gilead Sciences Scientific Advisory Board. Trustee of
Barnard College.
Photo 8
DAVID T. BUZZELLI, 56. DOW SENIOR CONSULTANT. 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. Dow Vice President
1990-97. Corporate Director of Environment, Health and Safety
1990-97. Corporate Director of Public Affairs 1993-97.
Management responsibility for Information Systems 1994-97.
Senior Consultant 1997 to date. Director of Dow Corning
Corporation.* Member of the President's Council on Sustainable
Development, World Resources Institute Board, and Asea Brown
Boveri Ltd. Advisory Board.
Photo 9
ANTHONY J. CARBONE, 57. DOW EXECUTIVE VICE PRESIDENT. DIRECTOR
SINCE 1995.
Employee of Dow since 1962. Dow Latin America Marketing Director
for Plastics 1974-76. Dow Business Manager for STYROFOAMT 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,
Global Plastics 1993-95. Group Vice President - Global Plastics,
Hydrocarbons and Energy 1995-96. Executive Vice President, 1996
to date. Director, Dow-United Technologies Composite Products,
Inc.* Board member of the Society of Plastics Industries and the
American Plastics Council. Member of the American Chemical
Society and the Advisory Council of the Heritage Foundation.
<PAGE>
CURRENT DIRECTORS (CONTINUED)
Photo 10
FRED P. CORSON, 56. SENIOR CONSULTANT. 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. Dow Director of Research and
Development 1990 - March 31, 1998. Vice President 1991 - March
31, 1998. Director of the Michigan Molecular Institute.
Director of Dow-United Technologies Composite Products, Inc.*
Member of the Council for Chemical Research; Industrial Research
Institute; the American Chemical Society; Advisory Board for the
National Sciences Resource Center; and the Alumni and Industrial
Advisory Council for the Department of Chemistry, The University
of Michigan.
Photo 11
WILLIE D. DAVIS, 63. 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 Grand
Company; Kmart Corporation; Johnson Controls 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 12
MICHAEL L. DOW, 63. OWNER OF GENERAL AVIATION, INC. DIRECTOR
SINCE 1988.
Founder and owner 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. Trustee and Treasurer of The Herbert H.
and Grace A. Dow Foundation. Trustee of the Michigan State
University Foundation.
Photo 13
JOSEPH L. DOWNEY, 61. DOW SENIOR CONSULTANT. 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. Senior Consultant 1994 to date. President of Dow Consumer
Products Inc. 1986-88. Director of DowBrands Inc. 1988-98,
Chairman of the Board of DowBrands Inc. 1988-95. Chairman of the
Members Committee, Dow AgroSciences LLC* 1989 to date. Director
Security National Bank, Manhattan, Kansas.
Photo 14
BARBARA HACKMAN FRANKLIN, 57. PRESIDENT AND CEO OF BARBARA
FRANKLIN ENTERPRISES AND FORMER U.S. SECRETARY OF COMMERCE.
DIRECTOR 1980-92 AND 1993 TO DATE.
President and CEO, Barbara Franklin Enterprises, a private
consulting and investment firm, 1995 to date. Business
consultant 1993-95. U.S. Secretary of Commerce 1992-93.
President and CEO, Franklin Associates 1984-92. Senior Fellow
and Director of Government and Business Program, Wharton School
of the University of Pennsylvania 1979-88. Commissioner, U.S.
Consumer Product Safety Commission 1973-79. Staff Assistant to
the President of the United States 1971-73. Assistant Vice
President, Citibank 1969-71. Manager of Environmental Analysis,
Singer Company 1964-68. President's Advisory Council for Trade
Policy and Negotiations 1982-84 and 1989-92. Alternate
Representative to 44th United Nations General Assembly 1989-90.
AICPA Board of Directors 1979-86. Recipient of John J. McCloy
Award for contributions to excellence in auditing. Director of
Aetna, Inc.; AMP, Incorporated; Cincinnati Milacron, Inc.; and
MedImmune, Inc.
<PAGE>
CURRENT DIRECTORS (CONTINUED)
Photo 15
MICHAEL D. PARKER, 51. DOW EXECUTIVE VICE PRESIDENT 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 1993-96. Group Vice President -
Chemicals and Hydrocarbons 1993-95. Vice President for Chemicals
and Metals 1995 to date. President Dow North America 1995 to
date. Executive Vice President 1996 to date. Director, Destec
Energy, Inc. 1995-97. Director of the National Association of
Manufacturers and the National Legal Center for the Public
Interest.
Photo 16
J. PEDRO REINHARD, 52. DOW EXECUTIVE VICE PRESIDENT 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. Dow
Assistant Treasurer 1984-85. Dow Europe S.A.* Vice President
1985-88. Managing Director, Dow Italy 1985-88. Dow Treasurer
1988-96, Vice President 1990-95, Financial Vice President 1995-
96, Chief Financial Officer 1995 to date, Executive Vice
President 1996 to date. Director of Mycogen Corporation.*
Chairman of the Board of Liana Limited.* Representative on the
Members Committee, Dow AgroSciences LLC.* Member of the
Financial Accounting Standards Advisory Council, the Financial
Executives Institute and The Conference Board's Council of
Financial Executives.
Photo 17
HAROLD T. SHAPIRO, 62. PRESIDENT OF PRINCETON UNIVERSITY.
DIRECTOR SINCE 1985.
President of The University of Michigan 1980-87. President of
Princeton University 1988 to date. Chairman, National Bioethics
Advisory Commission 1996 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.
Photo 18
PAUL G. STERN, 59. PARTNER AT THAYER CAPITAL PARTNERS. DIRECTOR
SINCE 1992.
Partner and co-founder of 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. 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.
*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 in this
footnote as they existed as of the Annual Meeting record date.)
Dow Corning Corporation; Dow-United Technologies Composite
Products, Inc.; and DuPont Dow Elastomers L.L.C. - companies
ultimately 50 percent-owned by Dow. Mycogen Corporation - a
majority-owned subsidiary of Dow. Dow AgroSciences LLC, Dow
Benelux N.V., Dow Chemical Canada Inc., Dow Chemical Pacific
Limited, Dow Europe S.A., Dow Italia S.p.A., Liana Limited,
Radian International LLC, and Dow Environmental Inc. - all
ultimately wholly owned subsidiaries of Dow. Ownership by Dow
described above may be either direct or indirect.
<PAGE>
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 1998 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 stockholder 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 1998. Deloitte &
Touche LLP has audited Dow's financial statements for more than
eighty-five years and served as its independent auditors for
1997. 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 1998,
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 stockholder questions at the Meeting.
Audit services performed by Deloitte & Touche LLP for the year
ended December 31, 1997, 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 1998,
unless the Audit Committee or the Board finds additional good
reasons for making an immediate 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 1998.
<PAGE>
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors (the
"Committee") is comprised entirely of independent, non-employee
Directors. The Committee is responsible for establishing rates
of salary, bonuses, retirement benefits and other compensation
for Company Directors and 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.
At the end of each year, the Committee asks the Global
Compensation and Benefits staff to present a proposed
compensation plan (together with supporting market data and
rationale) for each executive officer. After discussion with the
Chief Executive Officer about the individual performance of the
other executives towards their pre-established 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
continually compares executive compensation levels and
performance with a selected cross-industry group of other
multinational manufacturing companies of similar size. Note that
this is a different group of companies than those in the graphs
on page 15. For 1997, as in prior years, compensation paid to
the Company's executive officers qualified as fully deductible
under applicable tax laws.
Executive employee compensation has three components: base
salary, performance award (bonus), and long-term incentives,
which are explained more fully below.
BASE SALARIES
Base salaries for all Dow employees - including the Company's top
executives - are based on an assessment of their performance and
on comparisons to the market derived from regularly scheduled
compensation surveys. Average salaries for each employee group
are managed such that they fall within the median range of the
applicable survey in order to ensure Dow's ability to attract and
retain a talented workforce. Changes in base salary for the
executives named in the Proxy Statement compensation tables, as
well as for all Dow employees, depend on anticipated median
changes in the external comparison group and the individual's
contributions to Dow's corporate performance. In addition, the
Committee reviews the performance of each executive officer
against pre-established annual goals.
For 1997, the Committee reviewed the goals established by the
Chief Executive Officer. Specifically, the Committee considered
the following equally weighted factors: economic profit,
earnings per share, return on stockholders' equity and
implementation of Dow's long-term strategic plan. Thus, his 1997
base pay was increased both to reflect his performance in these
areas and to maintain his base salary within the competitive
range.
In general, the Committee has structured the Chief Executive
Officer's pay so that, at target, no more than 25 percent of
total direct compensation is base pay. The remainder - more than
75 percent - is variable or performance-dependent pay. For the
past several years, that ratio has been closer to 20 percent base
pay and 80 percent performance-dependent pay.
PERFORMANCE 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,
and ensuring that the Company qualified for the federal income
tax deduction of these expenses.
The Plan sets a minimum performance goal of $700 million of Net
Income as defined in the Plan, an amount approximately equal to
the dividend paid in 1997. In addition, the Committee has
determined that no award will be paid to those named in the Proxy
Statement if the threshold economic profit goal for the Dow
employees' variable pay program is not achieved. Once these
performance criteria have been met, the Compensation Committee
evaluates corporate and individual performance. The Compensation
Committee calculated that the Net Income goal was achieved in
1997. In accordance with the provisions of the Plan, the
Committee used its discretion to determine the appropriate amount
of each executive's performance award based upon corporate
financial performance as measured by economic profit results,
individual performance towards goals, and the competitive
environment. It is the Committee's judgment that the performance
awards stated in the Summary Compensation Tables are appropriate.
<PAGE>
COMPENSATION COMMITTEE REPORT (CONTINUED)
LONG-TERM INCENTIVE COMPENSATION
This year, long-term incentive compensation is comprised solely
of grants of stock options. The Committee believes that stock-
based incentive compensation focuses management attention on long-
term financial performance and total return to shareholders. 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. 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.
With respect to the CEO for 1997, the Committee evaluated
progress on: (1) the implementation of an organization focused on
creating maximum value from Dow's global businesses and
functions; (2) continued progress on productivity improvement
plans; (3) progress on value-growth initiatives; and (4) the
optimization of Dow's business portfolio. These factors are
listed in order of relative importance.
In addition, the Committee considered the appropriate mix of
short- and long-term compensation and Dow employees' position as
compared to competitive data from the compensation comparison
groups.
The Committee determined that for 1997 the levels of stock
options granted to the CEO reflected actual performance as
measured against these long-term goals, with appropriate
consideration as to the desired emphasis on long-term incentive
compensation and the competitive positioning of the overall
compensation package.
CHANGES TO LONG-TERM INCENTIVE COMPENSATION
At the December 1997 Compensation Committee meeting, the
Committee reviewed and approved for use in 1998 a proposal for
long-term incentive compensation that was made after a year-long
study of alternatives and objectives. Three types of stock-based
incentives will comprise the long-term incentive grants made to
key executives during 1998. Market Price Stock Options will
remain part of the program, with a longer vesting period to
encourage retention of key employees and to provide a longer-term
focus. Step Stock Options are a new component of the program,
with the price of Dow shares being required to meet or exceed
$150 per share no later than five years from the date of the
grant in order for the grant to vest, with complete forfeiture of
the grant if the price hurdle is not met within the prescribed
time period. The third component of the plan, Performance
Shares, allows executives to earn shares of Dow stock based upon
the Company's financial performance over a three-year period.
The plan financial measures emphasize superior returns on
capital, value growth and economic performance at all points
along the chemical pricing cycle.
In addition, the Committee also adopted stock ownership
guidelines for key Dow executives, ranging from stock values
equal to six times base salary for the CEO, to three times base
salary for other key executives. A multiyear phase-in period for
implementation of these guidelines will be initiated in 1998.
The Committee believes that these new plans, coupled with the
stock ownership guidelines, represent an important step forward
in providing incentives for Dow executives to create shareholder
value.
COMPENSATION COMMITTEE
Harold T. Shapiro, Chairman
Willie D. Davis
Barbara Hackman Franklin
Allan D. Gilmour
Paul G. Stern
<PAGE>
PENSION PLANS
The Company provides the Dow Employees' Pension Plan (the "Plan")
for employees on its U.S. payroll and for employees of some 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 Plan assets, as in a defined contribution
plan.
Upon normal retirement at age 65, a participant receives an
annual pension from the Plan subject to a statutory limitation.
The annual pension is the greater of (a) or (b) below:
(a) 1.6 percent of the employee's highest average credited
compensation for any three consecutive years, 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 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.
(b) A benefit that is the sum of the employee's yearly "basic
and supplemental accruals." Basic accruals equal the
employee's highest average credited compensation for any
three consecutive years multiplied by a percentage ranging
from 4 percent to 18 percent dependent upon the employee's
age in the year earned. Supplemental accruals are for
compensation in excess of a rolling 36 month average of the
Social Security wage base. Supplemental accruals range from
1 percent to 4 percent, based on the age of the employee in
the year earned.
The sum of the basic and supplemental accruals is divided by
a conversion factor to calculate the immediate monthly
benefit. If the employee terminates employment before age
65 and defers payment of the benefit, the account balance
calculated under this formula (b) will be credited with
interest at 8 percent per annum.
Credited compensation for executive officers who are Directors is
comprised of base salary plus 75 percent of base salary.
The following table illustrates the annual pension benefits,
including those from the Executives' Supplemental Retirement 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 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 YEARS OF CREDITED SERVICE
FOR PENSION
PURPOSES 15 YRS. 20 YRS. 25 YRS. 30 YRS. 35 YRS. 40 YRS. 45 YRS.
<S> <C> <C> <C> <C> <C> <C> <C>
500,000 170,000 215,000 249,000 273,000 286,000 288,000 288,000
600,000 205,000 259,000 300,000 329,000 344,000 347,000 347,000
700,000 239,000 303,000 351,000 385,000 403,000 407,000 407,000
800,000 274,000 347,000 402,000 441,000 462,000 466,000 466,000
900,000 309,000 391,000 453,000 497,000 521,000 525,000 525,000
1,000,000 344,000 435,000 505,000 553,000 579,000 584,000 584,000
1,100,000 379,000 479,000 556,000 609,000 638,000 644,000 644,000
1,200,000 413,000 523,000 607,000 665,000 697,000 703,000 703,000
1,300,000 448,000 567,000 658,000 721,000 755,000 762,000 762,000
1,400,000 483,000 611,000 709,000 777,000 814,000 821,000 821,000
1,500,000 518,000 655,000 760,000 833,000 873,000 881,000 881,000
1,600,000 553,000 699,000 811,000 889,000 931,000 940,000 940,000
1,700,000 587,000 743,000 862,000 945,000 990,000 999,000 999,000
1,800,000 622,000 787,000 913,000 1,001,000 1,049,000 1,058,000 1,058,000
</TABLE>
For the persons named in the Summary Compensation Table, the
years of credited service and 1997 compensation covered by the
pension plans as of December 31, 1997 are: Messrs. Stavropoulos
- - 30.6 years, $1,472,514; Allemang - 32.6, $644,758; Carbone -
35.5, $894,716; Reinhard - 27.2, $851,591.
Mr. Parker participates in the Swiss Pension Plans, which have
different terms than the U.S. retirement plan. His pensionable
salary as of December 31, 1997 was 1,597,050 Swiss francs
(approximately $1,097,629). His total service is 29.3 years.
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
OTHER DEFERRED/ SECURITIES LONG ALL
ANNUAL RESTRICTED UNDERLYING -TERM OTHER
NAME COMPEN STOCK OPTIONS/ INCENTIVE COMPEN
AND PRINCIPAL SALARY BONUS -SATION AWARDS SARS PAYOUTS -SATION
POSITIONS YEAR ($) ($) ($) ($)(A) (# SHARES) ($)(B) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
W. S. STAVROPOULOS 1997 835,008 1,000,000 0 0 125,000 Shares 333,077 25,046(e)
President and 1996 746,674 760,000 0 0 110,000 Shares 421,275 19,678
Chief Executive 1995 626,668 650,000 0 0 85,000 Shares 213,690 25,471
Officer
A. A. ALLEMANG 1997 373,254 450,000 55,211(d) 0 35,000 Shares 3,985 11,740(e)
Vice President, 1996 321,426 400,000 110,143(d) 0 25,000 Shares 26,659 13,294
Operations 1995(c) - - - - - - -
A. J. CARBONE 1997 507,338 600,000 0 0 50,000 Shares 16,854 24,040(e)
Executive Vice 1996 455,174 500,000 0 0 35,000 Shares 100,590 13,946
President, Global 1995 348,504 450,000 0 0 28,000 Shares 52,375 6,971
Plastics and
Hydrocarbons &
Energy
M. D. PARKER 1997 483,670 600,000 142,077(d) 0 50,000 Shares 11,178 35,807(e)
Executive Vice 1996 440,834 500,000 67,400(d) 0 35,000 Shares 83,850 98,024
President, Global 1995 335,004 450,000 60,015(d) 0 27,000 Shares 42,360 130,264
Chemicals.
President, Dow
North America
J. P. REINHARD 1997 483,338 600,000 0 0 50,000 Shares 16,038 29,466(e)
Executive Vice 1996 437,508 500,000 0 0 35,000 Shares 83,756 27,268
President and 1995 346,674 412,500 0 66,188 24,000 Shares 44,516 48,256
Chief Financial
Officer
</TABLE>
(a)There were no grants of restricted or deferred stock
outstanding on 12/31/97 for the named executives.
(b)This column represents cash payouts from a three-year
financial performance plan, Management Achievement
Recognition System, and Dividend Unit awards granted in prior
years.
(c)Compensation for years prior to becoming an officer of the
Company need not be included.
(d)Compensation to employees while on foreign service for taxes
in excess of those that would be incurred in their base
country.
(e)All other compensation details for 1997 appear in the
separate chart below.
<TABLE>
DETAILS OF ALL OTHER COMPENSATION FROM 1997 SUMMARY COMPENSATION TABLE
<CAPTION>
DESTEC PERSONAL
FOREIGN ELECTIVE ENERGY, EXCESS TOTAL
SERVICE DEFERRED ELECTIVE DEFERRAL INC. IMPUTED LIABILITY ALL OTHER
ALLOW CASH DEFERRAL COMPANY DIRECTOR INCOME INSUR COMPEN
-ANCES INTEREST INTEREST MATCH FEES LIFE INS. -ANCE 401(K) -SATION
NAME ($) ($) ($) ($) ($) ($) ($) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
W. S. Stavropoulos 0 0 7,475 10,250 0 0 971 6,350 25,046
A. A. Allemang 0 0 4,419 0 0 0 971 6,350 11,740
A. J. Carbone 0 0 7,814 8,905 0 0 971 6,350 24,040
M. D. Parker 9,958 87 0 0 22,000 2,791 971 0 35,807
J. P. Reinhard 0 0 145 0 22,000 0 971 6,350 29,466
</TABLE>
<PAGE>
<TABLE>
OPTION GRANTS IN 1997
<CAPTION>
INDIVIDUAL GRANTS
PERCENT
OF TOTAL
OPTIONS
NUMBER OF GRANTED
SECURITIES TO POTENTIAL REALIZABLE VALUE AT ASSUMED
UNDERLYING EMPLOYEES EXERCISE ANNUAL RATES OF STOCK PRICE APPRECIATION
OPTIONS IN OR BASE EXPIR- FOR 10-YEAR OPTION TERM (A)
GRANTED FISCAL PRICE ATION
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) 12,080,576,072(b) 30,489,072,943(b)
All Optionees 1,697,716 $79.9375 02/12/07 0 85,498,039 215,780,765
6,000 $98.2188 12/18/07 0 371,267 937,007
1,703,716 100.0% 0(c) 85,869,306(c) 216,717,772(c)
All Optionees' Gain
as % of All
Stockholders' Gain N/A N/A N/A N/A N/A 0.7% 0.7%
W. S. Stavropoulos 125,000(d) 7.4% $79.9375 02/12/07 0 6,295,078 15,887,578
A. A. Allemang 35,000(d) 2.1% $79.9375 02/12/07 0 1,762,622 4,448,522
A. J. Carbone 50,000(d) 2.9% $79.9375 02/12/07 0 2,518,031 6,355,031
M. D. Parker 50,000(d) 2.9% $79.9375 02/12/07 0 2,518,031 6,355,031
J. P. Reinhard 50,000(d) 2.9% $79.9375 02/12/07 0 2,518,031 6,355,031
</TABLE>
(a)The dollar amounts under these columns are the result of
calculations at 0% and at the 5% and 10% 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.
(b)Gain for all shareholders was determined from the $79.9375
exercise price applicable to options granted in 1997 to the
named executives based on the 239,881,377 shares outstanding
on the February 12, 1997, grant date.
(c)No gain to the optionees is possible without an increase in
stock price appreciation, which will benefit all shareholders
commensurately. A 0% gain in stock price will result in zero
dollars for the optionee.
(d)This was a single grant made on February 12, 1997, that was
exercisable on February 12, 1998.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 1997, OPTION VALUES
<CAPTION>
NUMBER
OF SECURITIES NUMBER OF SECURITIES VALUE OF UNEXERCISED,
UNDERLYING UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS/SARS VALUE OPTIONS AT 12/31/97 (#) 12/31/97 ($)
EXERCISED REALIZED
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
W. S. Stavropoulos 77,999 2,794,916 375,000 125,000 13,162,813 2,718,750
A. A. Allemang 15,177 436,667 79,000 35,000 2,686,813 761,250
A. J. Carbone 35,000 1,141,250 97,000 50,000 3,191,438 1,087,500
M. D. Parker 0 0 138,000 50,000 5,072,938 1,087,500
J. P. Reinhard 14,078 483,485 109,000 50,000 3,793,563 1,087,500
12/31/97 Fair Market Value = $101.6875
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
On August 15, 1996, there was a change in the rules regarding the
reporting of an investment alternative in the Company's deferred
compensation plans for employees and nonemployee Directors,
affecting units in funds whose performance mirrors hypothetical
shares of the Company's common stock but are payable only in
cash. Such derivative security transactions that were previously
not subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934 became reportable on that date.
Mr. Popoff and Mr. Danforth were not fully advised of the new
reporting obligations. As a result, both did not include 1996
deferrals in a Form 5 due in February of 1997. The number of
transactions for each person that was not timely reported is
strictly a factor of the number of payroll and dividend payments
to the fund during the time period of August 15, 1996, to
December 31, 1996. For Mr. Popoff there were six deferrals, and
for Mr. Danforth there were two, all of which were subsequently
reported on their next Form 5 filing.
<PAGE>
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 Mycogen Corporation
("Mycogen") common stock. No Dow Director or officer holds
preferred stock of Mycogen or rights to acquire Dow preferred, or
Mycogen common or preferred stock through April 1, 1998. The
table reports ownership as of January 30, 1998, 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, 1998, Directors
and officers and their immediate families as a group beneficially
owned 1.53 percent of all Dow common stock outstanding and
entitled to vote, and approximately 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 PERCENTAGE OF
TO ACQUIRE COMMON SHARES SHARES
SHARES OF DOW SHARES OF DOW BENEFICIAL BENEFICIALLY OF MYCOGEN
COMMON STOCK PREFERRED 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>
A. A. Allemang 13,498.1 144.6 115,265.0 ***
J. K. Barton 2,000.0 1,550.0 ***
D. T. Buzzelli 21,196.6 180.0 166,370.0 ***
A. J. Carbone 26,095.5 167.7 150,220.0 ***
F. P. Corson 16,306.4(a) 47.7 156,450.0 ***
J. C. Danforth 1,500.0(a) ***
W. D. Davis 1,800.0 1,550.0 ***
M. L. Dow 341,821.0(a)(b) 1,550.0 0.15%
J. L. Downey 46,912.1(a) 180.1 58,050.0 *** (c)
E. C. Falla 97,920.7(a) 180.1 176,500.0 0.12%
B. H. Franklin 2,460.7(d) 1,550.0 ***
A. D. Gilmour 2,500.0 ***
M. D. Parker 28,695.7 166,680.0 *** (c)
F. P. Popoff 165,488.7 180.1 693,000.0 0.38%
J. P. Reinhard 19,418.6(a) 44.8 161,990.0 *** (c)
H. T. Shapiro 2,381.9 1,550.0 ***
W. S. Stavropoulos 63,099.3 180.0 510,350.0 0.25% (c)
P. G. Stern 3,500.0 1,550.0 ***
All Directors
and executive
officers as a group 856,595.3(a) 1,305.1 2,364,175.0 1.43% (c)
All Directors and
officers as a group 872,280.0(a) 1,452.1 2,569,502.0 1.53% (c)
</TABLE>
* In addition to shares held in sole name, these columns
include all shares held by the spouse and other members of
the person's immediate family who share that household with
the named person. These columns also include 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, 1998, 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 1997-98
Employees' Stock Purchase Plan. The shares indicated in
this column have not been issued and cannot be voted.
*** Less than 0.1 percent.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT (CONTINUED)
(a) Directors Corson, Danforth, Dow, Downey, Falla and Reinhard
are all members of the Board's Investment Policy Committee,
which shares investment and voting authority for stock held
in the Dow Employees' Pension Plan Trust ("DEPP"). As of
January 30, 1998, the DEPP beneficially owned 1,358,319
shares of Dow common stock. The named individuals, and all
other Directors and officers, disclaim beneficial ownership
of Dow common stock owned by the DEPP.
(b) Director M. L. Dow is Treasurer and a trustee of The Herbert
H. and Grace A. Dow Foundation, a charitable foundation,
that owned 2,990,664 shares of Dow common stock as of
January 30, 1998. He is also a trustee of the Alden and
Vada Dow Fund, a charitable foundation, that owned 32,792
shares of Dow common stock as of January 30, 1998. The Vada
B. Dow Charitable Unitrust, of which Mr. Dow serves as a
trustee, owned 262,498 shares as of the same date. Mr. Dow
disclaims beneficial ownership of stock owned by all three
entities. He is also a trustee of five other trusts owning
a total of 77,307 shares of Dow common stock as of January
30, 1998. He disclaims beneficial ownership of the shares
in these five trusts except 12,317 shares included in the
table. Although all the shares described in this footnote
(b) are disclaimed by Mr. Dow (except 12,317 shares), and
although he has no pecuniary interest in such shares and no
beneficial ownership of the majority 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 1.64 percent of issued and outstanding shares on
the preceding chart.
(c) As of January 30, 1998, a total of 22,470,122 shares (62.9%)
of the common stock of Mycogen Corporation ("Mycogen") were
beneficially owned by Dow AgroSciences LLC, which is
ultimately owned 100% by Dow. Director Reinhard is a
director of Mycogen. Directors Downey, Reinhard and
Stavropoulos are Representatives on the Members Committee of
Dow AgroSciences LLC. The three named individuals share
investment and voting authority for shares of Mycogen owned
by Dow AgroSciences LLC. They, and all other Directors and
officers of Dow, disclaim beneficial ownership of Mycogen
shares owned by Dow AgroSciences LLC.
(d) As of February 10, 1998.
STOCKHOLDER RETURN
The charts below illustrate cumulative total returns to Dow
stockholders for certain periods of time. They depict a
hypothetical $100 investment in Dow common stock 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 Chemicals - 500 Index are shown in comparison. These
are the same comparison indices used in prior years, but the name
of the latter index has been updated. It was previously
incorrectly identified as the Standard & Poor's Chemical
Composite Index by third-party providers.
LEFT HAND CHART
FIVE-YEAR CUMULATIVE TOTAL RETURN
DOW CHEMICAL S&P 500 S&P CHEMICALS
1992 $100 $100 $100
1993 $103.84 $110.08 $111.83
1994 $127.89 $111.53 $129.47
1995 $139.02 $153.45 $169.12
1996 $160.99 $188.68 $223.43
1997 $216.43 $251.63 $274.61
Source: Standard & Poor's Compustat
RIGHT HAND CHART
TEN-YEAR CUMULATIVE TOTAL RETURN
DOW S&P 500 S&P CHEMICALS
1987 $100 $100 $100
1988 $100.46 $116.61 $106.75
1989 $127.20 $153.56 $137.83
1990 $89.10 $148.79 $117.04
1991 $105.97 $194.12 $152.63
1992 $118.05 $208.91 $167.13
1993 $122.59 $229.97 $186.90
1994 $150.98 $233.00 $216.37
1995 $164.12 $320.56 $282.65
1996 $190.05 $394.16 $373.41
1997 $255.50 $525.67 $458.95
Source: Standard & Poor's Compustat
The form of the charts above is in accordance with SEC
requirements. Stockholders are cautioned against drawing any
conclusions from the data contained therein, as past results are
not necessarily indicative of future performance. These charts
do not reflect the Company's forecast of future financial
performance.
<PAGE>
COMPENSATION OF DIRECTORS
Dow Directors who are also Dow employees are not paid any fees or
compensation, as such, for serving 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, for each special
committee meeting and for each Business Review meeting 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, nonemployee Directors who serve
on the Audit Committee, the Committee on Directors and the
Compensation Committee receive a $4,000 annual retainer for such
service on each committee. Nonemployee chairmen of the
Environmental, Health, Safety and Public Policy Committee; the
Finance Committee and the Investment Policy 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. No such grants were made in 1997.
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 amounts equivalent to dividends paid 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.
The Company has established a stock option plan (the "Option
Plan") for nonemployee Directors that provides for grants of ten-
year nonqualified market-priced 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. All options are
subject to a three-year incremental vesting schedule. The size
of the option grants is determined by a fixed formula based on
the then current annual retainer and 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 same
nonemployee Directors must at that time hold at least 2,000
shares of Dow common stock. Nonemployee Directors who have not
previously received an Option Plan grant would be eligible for
such a grant in 1999 if they own at least 1,500 shares of Dow
common stock at the time of the grant.
A pension plan for nonemployee Directors was established in 1985,
but eligibility for current and future Directors was discontinued
at the end of 1997. The plan's benefit formula computed 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 an annuity factor. The benefits were 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 could be elected in lieu of monthly installments. In
the event of a Director's death, any remaining benefit payments
would be paid to the designated beneficiary. To discontinue this
plan, individual pension values based on years of Board service
and accrued pension benefits were actuarially determined for each
current nonemployee Director. Directors elected allocations of
their pension values between the voluntary deferred compensation
plan and equivalent values of deferred stock, deliverable in one
installment following retirement from Board service. Deferred
stock earns amounts equivalent to dividends paid on Dow common
stock.
As a substitute for the discontinued pension plan for nonemployee
Directors, the Company has established a nonemployee Directors'
stock incentive plan. It provides annual grants of ten-year non-
qualified market-priced stock options, that vest after completion
of five years of Board service, but no options may be exercised
earlier than one year from the date of grant. The number of
options granted to each eligible nonemployee Director is
determined according to a fixed formula that calculates 45
percent of the prior year's average annual retainer and fees for
nonemployee Directors. This value is then dividend by the
product of the Black Scholes valuation of a ten-year option
(currently 30 percent) and the market price of Dow stock on the
date of grant. In 1998, each nonemployee Director will receive
1,200 options. The Compensation Committee administers this stock
incentive plan.
<PAGE>
GENERAL INFORMATION
DIVIDEND REINVESTMENT PROGRAM SHARES AND DOW EMPLOYEES' SAVINGS
PLAN SHARES
If you are enrolled in the Dividend Reinvestment Program ("DRP"),
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 DRP. Boston EquiServe L.P.
("EquiServe"), as the DRP agent, will vote all shares of stock
held in your DRP account as you direct. If no specific
instruction is given on an executed proxy returned by you,
EquiServe will vote as recommended by the Board of Directors.
Separate "Confidential Voting Instruction" forms are being sent
to current and former Dow employees participating in either the
Dow Hourly or Salaried Employees' Savings Plans, covering all
shares of common and preferred stock held for each participant in
the Savings Plan on the record date. Your executed proxy will
provide voting instructions to Bankers Trust Company, the Savings
Plans' Trustee. If not all the Savings Plans' voting
instructions are returned, the Trustee will vote all the shares
of common stock for each Savings Plan in the same proportion as
the shares for which valid instructions are received.
FUTURE STOCKHOLDER PROPOSALS
If you wish to submit a proposal to be considered for inclusion
in the proxy material for next year's Annual Meeting, please send
it to the Office of the Corporate 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 25, 1998, to be eligible for
inclusion in the 1999 Annual Meeting Proxy Statement.
NOMINATIONS FOR DIRECTOR
The Committee on Directors will continue its long-standing
practice of accepting stockholders' suggestions of 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 Office of the Corporate 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 of the Bylaws will be sent without charge to
any stockholder who requests it in writing. Such requests should
be addressed to the Office of the Corporate Secretary, at the
address above.
NOTIFICATION OF ANNUAL MEETING BUSINESS
Under the Company's Bylaws, if you wish to raise items of proper
business at an Annual Meeting you must give written notification
to the Office of the Corporate Secretary at the address above at
least 45 days before the Meeting, providing your name and
address, representation that you are a holder of common stock
entitled to vote at such Meeting and intend to appear in person
or by proxy at the Meeting, disclosure of any material interest
in such business, description of the business proposed, and the
reasons for conducting such business. A copy of the relevant
provisions of the Bylaws will be sent without charge to any
stockholder who requests it in writing. Such requests should be
addressed to the Office of the Corporate Secretary at the address
noted.
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. Registered stockholders may provide such instruction
for future mailings by marking the appropriate box on the proxy
voting form. 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., Post
Office Box 8038, Boston, MA 02266-8038.
OTHER MATTERS
The Board does not intend to present any business at the Meeting
not described in this Proxy Statement. The enclosed proxy form
confers upon the person or persons designated to vote the shares
represented thereby discretionary authority to vote such shares
in accordance with their best judgment with respect to all
matters that may come before the Meeting in addition to the
scheduled items of business, including any stockholder proposal
omitted from the Proxy Statement and form of proxy pursuant to
the Proxy Rules of the Securities and Exchange Commission, and
matters incident to the conduct of the Meeting. At the time this
Proxy Statement went to press, the Board of Directors was not
aware of any other matter that may properly be presented for
action at the Meeting, but the enclosed proxy confers the same
discretionary authority with respect to any such other matter.
/s/ John Scriven
John Scriven
Vice President Midland, Michigan
General Counsel and Secretary March 25, 1998
<PAGE>
APPENDIX
List of Photos of Directors and Omitted Graphics
Photo 1 Photograph of Arnold A. Allemang
Photo 2 Photograph of John C. Danforth
Photo 3 Photograph of Enrique C. Falla
Photo 4 Photograph of Allan D. Gilmour
Photo 5 Photograph of Frank P. Popoff
Photo 6 Photograph of William S. Stavropoulos
Photo 7 Photograph of Jacqueline K. Barton
Photo 8 Photograph of David T. Buzzelli
Photo 9 Photograph of Anthony J. Carbone
Photo 10 Photograph of Fred P. Corson
Photo 11 Photograph of Willie D. Davis
Photo 12 Photograph of Michael L. Dow
Photo 13 Photograph of Joseph L. Downey
Photo 14 Photograph of Barbara Hackman Franklin
Photo 15 Photograph of Michael D. Parker
Photo 16 Photograph of J. Pedro Reinhard
Photo 17 Photograph of Harold T. Shapiro
Photo 18 Photograph of Paul G. Stern
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 1998 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints D. T. Buzzelli, W. D. Davis and
J. P. Reinhard, 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 14,
1998, 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 SIX
DIRECTORS AS LISTED BELOW AND 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 six Directors: Arnold A.
Allemang, John C. Danforth, Enrique C. Falla,
Allan D. Gilmour, Frank P. Popoff and William
S. Stavropoulos.
Agenda Item 2: Ratification of the selection of Deloitte and
Touche LLP as Dow's independent auditors for
1998.
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.
SEE OPPOSITE SIDE
<PAGE>
X PLEASE MARK VOTES AS IN THIS EXAMPLE.
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned. IF NO DIRECTION IS GIVEN,
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.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
AGENDA ITEMS 1 AND 2.
AGENDA ITEM 1: Election of six Directors.
FOR ALL __________ WITHHELD FROM ALL __________
_________________________________________
FOR ALL NOMINEES EXCEPT AS WRITTEN ABOVE:
AGENDA ITEM 2: Ratification of the selection of Dow's
independent auditors for 1998.
FOR _______ AGAINST _______ ABSTAIN _______
Signature _____________________________ Date _________, 1998.
Signature _____________________________ Date _________, 1998.
PLEASE SIGN THIS PROXY AS THE NAME(S) APPEAR ABOVE. WHEN SIGNING
AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, OR GUARDIAN,
PLEASE GIVE FULL NAME AS SUCH.
<PAGE>
- --------------------------REGISTERED-----------------------------
- -----------------------------------------------------------------
You are cordially invited to attend the 101st Annual Meeting of
Stockholders of The Dow Chemical Company. It will be held on
Thursday, May 14, 1998, 2 p.m., at the Midland Center for the
Arts, 1801 West St. Andrews, Midland, Michigan. This ticket
admits only the stockholder(s) listed on the reverse and is not
transferable. Doors will open at 12:30 p.m. Exhibits will be on
display before and after the Annual Meeting.
Hearing amplification devices will be available.
Cameras and recording devices are not permitted.
KEEP THIS TICKET KEEP THIS TICKET
- -----------------------------perforation-------------------------
If you plan to attend the Annual Meeting, remember to
check the proxy form box to validate your ticket.
PLEASE CHECK THE APPROPRIATE BOX ON THE REVERSE SIDE
IF YOU HAVE PROVIDED A CHANGE OF ADDRESS OR ANY COMMENTS.
- -----------------------------perforation-------------------------
THE DOW CHEMICAL COMPANY 1998 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints D. T. Buzzelli, W. D. Davis and
J. P. Reinhard, 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 14,
1998, 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 SIX
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 six Directors: Arnold A.
Allemang, John C. Danforth, Enrique C. Falla,
Allan D. Gilmour, Frank P. Popoff and William S.
Stavropoulos.
Agenda Item 2: Ratification of the selection of Deloitte and
Touche LLP as Dow's independent auditors for 1998.
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.
Please sign, date and promptly return this proxy form in the
enclosed envelope to the tabulating agent:
Boston EquiServe L.P., P.O. Box 9371, Boston, MA 02205-9371.
SEE OPPOSITE SIDE
<PAGE>
MIDLAND CENTER FOR THE ARTS
1801 WEST ST. ANDREWS
MIDLAND, MICHIGAN
MAY 14, 1998
2 P.M.
ADMISSION TICKET
THE DOW CHEMICAL COMPANY
1998 ANNUAL MEETING OF STOCKHOLDERS
KEEP THIS TICKET KEEP THIS TICKET
FOR USE ONLY BY STOCKHOLDER(S) NAMED ABOVE
- -----------------------------perforation-------------------------
Your proxy card for the 1998 Annual Meeting of Stockholders of
The Dow Chemical Company is attached below.
Please mark the boxes on the proxy card to indicate how your
shares should be voted. Sign, date and return your proxy as soon
as possible in the enclosed envelope. To vote in accordance with
the Board of Directors' recommendations, you need only sign and
date the proxy card below.
A ticket is required for admission to the Annual Meeting. Your
non-transferable stockholder ticket is attached above. To attend
the Annual Meeting, simply 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. Stockholders without tickets will be
directed to the registration area.
SEE DIRECTIONS FOR COMPLETION OF THE PROXY ON THE REVERSE SIDE.
DETACH PROXY CARD BEFORE MAILING.
- -----------------------------perforation-------------------------
X PLEASE MARK VOTES AS IN THIS EXAMPLE.
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned. IF NO DIRECTION IS GIVEN,
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 OR ANY ADJOURNMENT THEREOF.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
AGENDA ITEMS 1 AND 2.
AGENDA ITEM 1: Election of six Directors.
FOR ALL __________ WITHHELD FROM ALL __________
_________________________________________
FOR ALL NOMINEES EXCEPT AS WRITTEN ABOVE:
AGENDA ITEM 2: Ratification of the selection of Dow's independent
auditors for 1998.
FOR _______ AGAINST _______ ABSTAIN _______
I/We plan to attend the Annual Meeting. __________
Discontinue duplicate Annual Report. __________
I have noted a change of address. __________
I have made comments on this card or an attachment. __________
The undersigned hereby revokes all proxies heretofore given by
the undersigned to vote at said meeting and at any adjournment
thereof.
Signature _____________________________ Date _________, 1998.
Signature _____________________________ Date _________, 1998.
PLEASE SIGN THIS PROXY AS THE NAME(S) APPEAR ABOVE. WHEN SIGNING
AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, OR GUARDIAN,
PLEASE GIVE FULL NAME AS SUCH.
<PAGE>
- --------------------------HESP-----------------------------------
- -----------------------------------------------------------------
You are cordially invited to attend the 101st Annual Meeting of
Stockholders of The Dow Chemical Company. It will be held on
Thursday, May 14, 1998, 2 p.m., at the Midland Center for the
Arts, 1801 West St. Andrews, Midland, Michigan. This ticket
admits only the stockholder listed on the reverse and is not
transferable. Doors will open at 12:30 p.m. Exhibits will be on
display before and after the Annual Meeting.
Hearing amplification devices will be available.
Cameras and recording devices are not permitted.
KEEP THIS TICKET KEEP THIS TICKET
- -----------------------------perforation-------------------------
If you plan to attend the Annual Meeting, remember to check the
box on the voting instruction form to validate your ticket.
PLEASE CHECK THE APPROPRIATE BOX ON THE REVERSE SIDE
IF YOU HAVE PROVIDED ANY COMMENTS.
- -----------------------------perforation-------------------------
THE DOW CHEMICAL COMPANY 1998 ANNUAL MEETING OF STOCKHOLDERS
CONFIDENTIAL VOTING INSTRUCTIONS
TO: BANKERS TRUST COMPANY ("THE PLAN TRUSTEE")
THE DOW HOURLY EMLOYEES' SAVINGS PLAN
The undersigned hereby directs the Plan Trustee 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 14,
1998, 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. Dow has instructed the Plan Trustee and its agents
not to disclose to the Dow Board or management how individuals in
this Plan have voted.
THE PLAN TRUSTEE IS DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE
SIDE, OR IF NO SPECIFICATION IS MADE, FOR THE ELECTION OF SIX
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 PLAN TRUSTEE 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.
Agenda Item 1: The election of six Directors: Arnold A.
Allemang, John C. Danforth, Enrique C. Falla,
Allan D. Gilmour, Frank P. Popoff and William S.
Stavropoulos.
Agenda Item 2: Ratification of the selection of Deloitte and
Touche LLP as Dow's independent auditors for 1998.
Please sign, date and promptly return this confidential voting
form in the enclosed envelope to the Plan Trustee's tabulating
agent, Boston EquiServe L.P., P. O. Box 9371, Boston, MA 02205-
9371. Additional information concerning the voting of shares
appears in the accompanying Proxy Statement.
SIGN AND DATE ON OTHER SIDE.
SEE OPPOSITE SIDE
<PAGE>
MIDLAND CENTER FOR THE ARTS
1801 WEST ST. ANDREWS
MIDLAND, MICHIGAN
MAY 14, 1998
2 P.M.
ADMISSION TICKET
THE DOW CHEMICAL COMPANY
1998 ANNUAL MEETING OF STOCKHOLDERS
KEEP THIS TICKET KEEP THIS TICKET
FOR USE ONLY BY STOCKHOLDER NAMED ABOVE
- -----------------------------perforation-------------------------
As a stockholder of The Dow Chemical Company through your
participation in the Hourly Employees' Savings Plan (the "Plan"),
you are cordially invited to attend the 1998 Annual Meeting of
Stockholders of The Dow Chemical Company. Your non-transferable
stockholder ticket is attached above. To attend the Annual
Meeting, simply 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. Stockholders without tickets will be
directed to the registration area.
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. Please mark the boxes on the
voting instruction form to indicate how your shares should be
voted. To vote in accordance with the Board of Directors'
recommendations, you need only sign and date the voting
instruction form below.
SEE DIRECTIONS FOR COMPLETION OF THE
VOTING INSTRUCTION FORM ON THE REVERSE SIDE.
DETACH VOTING INSTRUCTION FORM BEFORE MAILING.
-----------------------------perforation------------------------
X PLEASE MARK VOTES AS IN THIS EXAMPLE.
This voting instruction form, when properly executed, will be
voted in the manner directed herein by the undersigned. IF NO
DIRECTION IS GIVEN, THIS VOTING INSTRUCTION FORM WILL BE VOTED
FOR THE ELECTION OF ALL THE CANDIDATES LISTED AND FOR AGENDA ITEM
2. The Plan Trustee is authorized to vote in accordance with its
discretion on such other matters as may properly come before the
meeting. The undersigned hereby revokes all instructions
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: Election of six Directors.
FOR ALL __________ WITHHELD FROM ALL __________
_________________________________________
FOR ALL NOMINEES EXCEPT AS WRITTEN ABOVE:
AGENDA ITEM 2: Ratification of the selection of Dow's independent
auditors for 1998.
FOR ________ AGAINST _______ ABSTAIN _______
I plan to attend the Annual Meeting. __________
I have made comments on this card or an attachment. __________
Signature _____________________________ Date _________, 1998.
PLEASE SIGN THIS VOTING INSTRUCTION CARD AS THE NAME APPEARS
ABOVE.
<PAGE>
- --------------------------SESP-----------------------------------
- -----------------------------------------------------------------
You are cordially invited to attend the 101st Annual Meeting of
Stockholders of The Dow Chemical Company. It will be held on
Thursday, May 14, 1998, 2 p.m., at the Midland Center for the
Arts, 1801 West St. Andrews, Midland, Michigan. This ticket
admits only the stockholder listed on the reverse and is not
transferable. Doors will open at 12:30 p.m. Exhibits will be on
display before and after the Annual Meeting.
Hearing amplification devices will be available.
Cameras and recording devices are not permitted.
KEEP THIS TICKET KEEP THIS TICKET
- -----------------------------perforation-------------------------
If you plan to attend the Annual Meeting, remember to check the
box on the voting instruction form to validate your ticket.
PLEASE CHECK THE APPROPRIATE BOX ON THE REVERSE SIDE
IF YOU HAVE PROVIDED ANY COMMENTS.
- -----------------------------perforation-------------------------
THE DOW CHEMICAL COMPANY 1998 ANNUAL MEETING OF STOCKHOLDERS
CONFIDENTIAL VOTING INSTRUCTIONS
TO: BANKERS TRUST COMPANY ("THE PLAN TRUSTEE")
THE DOW SALARIED EMLOYEES' SAVINGS PLAN
The undersigned hereby directs the Plan Trustee 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 14, 1998, 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. Dow has instructed the Plan Trustee and
its agents not to disclose to the Dow Board or management how
individuals in this Plan have voted.
THE PLAN TRUSTEE IS DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE
SIDE, OR IF NO SPECIFICATION IS MADE, FOR THE ELECTION OF SIX
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 PLAN TRUSTEE 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.
Agenda Item 1: The election of six Directors: Arnold A.
Allemang, John C. Danforth, Enrique C. Falla, Allan
D. Gilmour, Frank P. Popoff and William S.
Stavropoulos.
Agenda Item 2: Ratification of the selection of Deloitte and
Touche LLP as Dow's independent auditors for 1998.
Please sign, date and promptly return this confidential voting
form in the enclosed envelope to the Plan Trustee's tabulating
agent, Boston EquiServe L.P., P. O. Box 9371, Boston, MA 02205-
9371. Additional information concerning the voting of shares
appears in the accompanying Proxy Statement.
SIGN AND DATE ON OTHER SIDE.
SEE OPPOSITE SIDE
<PAGE>
MIDLAND CENTER FOR THE ARTS
1801 WEST ST. ANDREWS
MIDLAND, MICHIGAN
MAY 14, 1998
2 P.M.
ADMISSION TICKET
THE DOW CHEMICAL COMPANY
1998 ANNUAL MEETING OF STOCKHOLDERS
KEEP THIS TICKET KEEP THIS TICKET
FOR USE ONLY BY STOCKHOLDER NAMED ABOVE
- -----------------------------perforation-------------------------
As a stockholder of The Dow Chemical Company through your
participation in the Salaried Employees' Savings Plan (the
"Plan"), you are cordially invited to attend the 1998 Annual
Meeting of Stockholders of The Dow Chemical Company. Your non-
transferable stockholder ticket is attached above. To attend the
Annual Meeting, simply 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. Stockholders without tickets
will be directed to the registration area.
Whether or not you plan to attend, you can be sure your Plan
shares, both common and preferred, 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. Please mark the boxes on the voting instruction form to
indicate how your shares should be voted. To vote in accordance
with the Board of Directors' recommendations, you need only sign
and date the voting instruction form below.
SEE DIRECTIONS FOR COMPLETION OF THE
VOTING INSTRUCTION FORM ON THE REVERSE SIDE.
DETACH VOTING INSTRUCTION FORM BEFORE MAILING.
- -----------------------------perforation-------------------------
X PLEASE MARK VOTES AS IN THIS EXAMPLE.
This voting instruction form, when properly executed, will be
voted in the manner directed herein by the undersigned. IF NO
DIRECTION IS GIVEN, THIS VOTING INSTRUCTION FORM WILL BE VOTED
FOR THE ELECTION OF ALL THE CANDIDATES LISTED AND FOR AGENDA ITEM
2. The Plan Trustee is authorized to vote in accordance with its
discretion on such matters as may properly come before the
meeting. The undersigned hereby revokes all instructions
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: Election of six Directors.
FOR ALL __________ WITHHELD FROM ALL __________
_________________________________________
FOR ALL NOMINEES EXCEPT AS WRITTEN ABOVE:
AGENDA ITEM 2: Ratification of the selection of Dow's independent
auditors for 1998.
FOR _______ AGAINST _______ ABSTAIN _______
I plan to attend the Annual Meeting. __________
I have made comments on this card or an attachment. __________
Signature _____________________________ Date _________, 1998.
PLEASE SIGN THIS VOTING INSTRUCTION CARD AS THE NAME APPEARS
ABOVE.
<PAGE>
- --------------------------DH COMPOUNDING-------------------------
- -----------------------------------------------------------------
You are cordially invited to attend the 101st Annual Meeting of
Stockholders of The Dow Chemical Company. It will be held on
Thursday, May 14, 1998, 2 p.m., at the Midland Center for the
Arts, 1801 West St. Andrews, Midland, Michigan. This ticket
admits only the stockholder listed on the reverse and is not
transferable. Doors will open at 12:30 p.m. Exhibits will be on
display before and after the Annual Meeting.
Hearing amplification devices will be available.
Cameras and recording devices are not permitted.
KEEP THIS TICKET KEEP THIS TICKET
- -----------------------------perforation-------------------------
If you plan to attend the Annual Meeting, remember to check the
box on the voting instruction form to validate your ticket.
PLEASE CHECK THE APPROPRIATE BOX ON THE REVERSE SIDE
IF YOU HAVE PROVIDED ANY COMMENTS.
- -----------------------------perforation-------------------------
THE DOW CHEMICAL COMPANY 1998 ANNUAL MEETING OF STOCKHOLDERS
CONFIDENTIAL VOTING INSTRUCTIONS
TO: BARCLAYS GLOBAL INVESTORS, N.A.,
THE TRUSTEE OF THE DH COMPOUNDING COMPANY
SAVINGS AND RETIREMENT PLAN ("THE PLAN TRUSTEE")
The undersigned hereby directs the Plan 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 14, 1998, 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. Dow has instructed the
Plan Trustee and its agents not to disclose to the Dow Board or
management how individuals in this Plan have voted.
THE PLAN TRUSTEE IS DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE
SIDE, OR IF NO SPECIFICATION IS MADE, FOR THE ELECTION OF SIX
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 VOTING
INSTRUCTION FORM IS NOT RECEIVED BY MAY 12, 1998, THE
ADMINISTRATIVE COMMITTEE FOR THE PLAN MAY DIRECT THE PLAN TRUSTEE
TO VOTE YOUR SHARES.
Agenda Item 1: The election of six Directors: Arnold A.
Allemang, John C. Danforth, Enrique C. Falla,
Allan D. Gilmour, Frank P. Popoff and William S.
Stavropoulos.
Agenda Item 2: Ratification of the selection of Deloitte and
Touche LLP as Dow's independent auditors for 1998.
Please sign, date and promptly return this confidential voting
form in the enclosed envelope to the Plan Trustee's tabulating
agent, Boston EquiServe L.P., P.O. Box 9371, Boston, MA 02205-
9371. Additional information concerning the voting of shares
appears in the accompanying Proxy Statement.
SIGN AND DATE ON OTHER SIDE.
SEE OPPOSITE SIDE
<PAGE>
MIDLAND CENTER FOR THE ARTS
1801 WEST ST. ANDREWS
MIDLAND, MICHIGAN
MAY 14, 1998
2 P.M.
ADMISSION TICKET
THE DOW CHEMICAL COMPANY
1998 ANNUAL MEETING OF STOCKHOLDERS
KEEP THIS TICKET KEEP THIS TICKET
FOR USE ONLY BY STOCKHOLDER NAMED ABOVE
- -----------------------------perforation-------------------------
As a stockholder of The Dow Chemical Company through your
participation in the DH Compounding Company Savings and
Retirement Plan (the "Plan"), you are cordially invited to attend
the 1998 Annual Meeting of Stockholders of The Dow Chemical
Company. Your non-transferable stockholder ticket is attached
above. To attend the Annual Meeting, simply 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.
Stockholders without tickets will be directed to the registration
area.
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. Please mark the boxes on the
voting instruction form to indicate how your shares should be
voted. To vote in accordance with the Board of Directors'
recommendations, you need only sign and date the voting
instruction form below.
SEE DIRECTIONS FOR COMPLETION OF THE
VOTING INSTRUCTION FORM ON THE REVERSE SIDE.
DETACH VOTING INSTRUCTION FORM BEFORE MAILING.
- -----------------------------perforation-------------------------
X PLEASE MARK VOTES AS IN THIS EXAMPLE.
This voting instruction form, when properly executed, will be
voted in the manner directed herein by the undersigned. IF NO
DIRECTION IS GIVEN, THIS VOTING INSTRUCTION FORM WILL BE VOTED
FOR THE ELECTION OF ALL THE CANDIDATES LISTED AND FOR AGENDA ITEM
2. The undersigned hereby revokes all instructions 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: Election of six Directors.
FOR ALL __________ WITHHELD FROM ALL __________
_________________________________________
FOR ALL NOMINEES EXCEPT AS WRITTEN ABOVE:
AGENDA ITEM 2: Ratification of the selection of Dow's independent
auditors for 1998.
FOR _______ AGAINST _______ ABSTAIN _______
I plan to attend the Annual Meeting. __________
I have made comments on this card or an attachment. __________
Signature _____________________________ Date _________, 1998.
PLEASE SIGN THIS VOTING INSTRUCTION CARD AS THE NAME APPEARS
ABOVE.
<PAGE>
- --------------------------DOW AGROSCIENCES-----------------------
- -----------------------------------------------------------------
You are cordially invited to attend the 101st Annual Meeting of
Stockholders of The Dow Chemical Company. It will be held on
Thursday, May 14, 1998, 2 p.m., at the Midland Center for the
Arts, 1801 West St. Andrews, Midland, Michigan. This ticket
admits only the stockholder listed on the reverse and is not
transferable. Doors will open at 12:30 p.m. Exhibits will be on
display before and after the Annual Meeting.
Hearing amplification devices will be available.
Cameras and recording devices are not permitted.
KEEP THIS TICKET KEEP THIS TICKET
- -----------------------------perforation-------------------------
If you plan to attend the Annual Meeting, remember to check the
box on the voting instruction form to validate your ticket.
PLEASE CHECK THE APPROPRIATE BOX ON THE REVERSE SIDE
IF YOU HAVE PROVIDED ANY COMMENTS.
- -----------------------------perforation-------------------------
THE DOW CHEMICAL COMPANY 1998 ANNUAL MEETING OF STOCKHOLDERS
CONFIDENTIAL VOTING INSTRUCTIONS
TO: FIDELITY MANAGEMENT TRUST COMPANY, THE TRUSTEE
OF THE DOW AGROSCIENCES EMPLOYEE SAVINGS PLAN ("THE PLAN TRUSTEE")
The undersigned hereby directs the Plan Trustee to vote all
shares of common stock of THE DOW CHEMICAL COMPANY ("Dow")
credited to the undersigned's account in the Dow AgroSciences
Employee 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 14, 1998, 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. Dow has instructed the Plan Trustee and
its agents not to disclose to the Dow Board or management how
individuals in this Plan have voted.
THE PLAN TRUSTEE IS DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE
SIDE, OR IF NO SPECIFICATION IS MADE, FOR THE ELECTION OF SIX
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 PLAN TRUSTEE 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.
Agenda Item 1: The election of six Directors: Arnold A.
Allemang, John C. Danforth, Enrique C. Falla,
Allan D. Gilmour, Frank P. Popoff and William S.
Stavropoulos.
Agenda Item 2: Ratification of the selection of Deloitte and
Touche LLP as Dow's independent auditors for 1998.
Please sign, date and promptly return this confidential voting
form in the enclosed envelope to the Plan Trustee's tabulating
agent, Boston EquiServe L.P., P. O. Box 9371, Boston, MA 02205-
9371. Additional information concerning the voting of shares
appears in the accompanying Proxy Statement.
SIGN AND DATE ON OTHER SIDE.
SEE OPPOSITE SIDE
<PAGE>
MIDLAND CENTER FOR THE ARTS
1801 WEST ST. ANDREWS
MIDLAND, MICHIGAN
MAY 14, 1998
2 P.M.
ADMISSION TICKET
THE DOW CHEMICAL COMPANY
1998 ANNUAL MEETING OF STOCKHOLDERS
KEEP THIS TICKET KEEP THIS TICKET
FOR USE ONLY BY STOCKHOLDER NAMED ABOVE
- -----------------------------perforation-------------------------
As a stockholder of The Dow Chemical Company through your
participation in the Dow AgroSciences Employee Savings Plan (the
"Plan"), you are cordially invited to attend the 1998 Annual
Meeting of Stockholders of The Dow Chemical Company. Your non-
transferable stockholder ticket is attached above. To attend the
Annual Meeting, simply 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. Stockholders without tickets
will be directed to the registration area.
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. Please mark the boxes on the
voting instruction form to indicate how your shares should be
voted. To vote in accordance with the Board of Directors'
recommendations, you need only sign and date the voting
instruction form below.
SEE DIRECTIONS FOR COMPLETION OF THE
VOTING INSTRUCTION FORM ON THE REVERSE SIDE.
DETACH VOTING INSTRUCTION FORM BEFORE MAILING.
- -----------------------------perforation-------------------------
X PLEASE MARK VOTES AS IN THIS EXAMPLE.
This voting instruction form, when properly executed, will be
voted in the manner directed herein by the undersigned. IF NO
DIRECTION IS GIVEN, THIS VOTING INSTRUCTION FORM WILL BE VOTED
FOR THE ELECTION OF ALL THE CANDIDATES LISTED AND FOR AGENDA ITEM
2. The undersigned hereby revokes all instructions 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: Election of six Directors.
FOR ALL __________ WITHHELD FROM ALL __________
_________________________________________
FOR ALL NOMINEES EXCEPT AS WRITTEN ABOVE:
AGENDA ITEM 2: Ratification of the selection of Dow's independent
auditors for 1998.
FOR _______ AGAINST _______ ABSTAIN _______
I plan to attend the Annual Meeting. __________
I have made comments on this card or an attachment. __________
Signature _____________________________ Date _________, 1998.
PLEASE SIGN THIS VOTING INSTRUCTION CARD AS THE NAME APPEARS
ABOVE.
<PAGE>
- --------------------------DESTEC---------------------------------
- -----------------------------------------------------------------
Participant's Name: _____________________________________________
Social Security Number: ___________________________________
Number of Shares: __________________________________________
1998 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 14, 1998, 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 SIX 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 six Directors.
FOR ALL CANDIDATES LISTED BELOW _____ WITHHOLD _____
(except any Candidate whose name for all Candidates
has been struck out) listed below
Arnold A. Allemang; John C. Danforth; Enrique C. Falla;
Allan D. Gilmour; Frank P. Popoff and William S. Stavropoulos
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 auditors for 1998.
FOR _______ AGAINST _______ ABSTAIN _______
Please sign, date and return this voting card promptly in the
enclosed envelope.
Date _______________________, 1998.
_________________________________________
Signature of Participant
