NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 13, 1999
March 24, 1999
Dear Dow Stockholder:
The Annual Meeting of Stockholders of The Dow Chemical Company
will be held on Thursday, May 13, 1999, 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 five Directors.
2. Ratification of the appointment of Deloitte & Touche LLP as
Dow's independent auditors for 1999.
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. This
year, you may vote your shares by telephone, on the Internet, or
by mailing a completed form as in the past. Instructions are on
the voting form.
The Board of Directors has set the close of business on March 15,
1999, as the record date for determining stockholders entitled to
receive notice of the Annual Meeting and any adjournment, and
entitled 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
only stockholders 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 877-227-3294 (a toll-free number) or 517-636-1792.
Other stockholders holding stock in nominee name or beneficially
(in "street name") will receive a ticket with their proxy
material and need 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
Vice President
General Counsel and Secretary
Enclosures
<PAGE>
1999 ANNUAL MEETING OF STOCKHOLDERS
THE DOW CHEMICAL COMPANY
PROXY STATEMENT
TABLE OF CONTENTS
Notice of the Annual Meeting 1
Introduction 4
Voting Your Shares by Proxy 4
Dow Shares Outstanding 4
Proxies on Behalf of the Dow Board 4
The Board of Directors
The Board of Directors and Board Committees 5
Agenda Item 1: Election of Directors 6
Candidates for Election as Directors 6
Current Directors 8
Compensation of Directors 10
Executive Management
Compensation Committee Report 11
Pension Plans 13
Stock Ownership of Management and Certain Other Persons 14
Stockholder Return 15
Compensation Tables 16
Agenda Item 2: Ratification of the Appointment of the
Independent Auditors 18
General Information 19
Dividend Reinvestment Program Shares and Dow Employees'
Savings Plan Shares 19
Future Stockholder Proposals 19
Nominations for Director 19
Notification of Future Annual Meeting Business 19
Reports to Stockholders 19
Other Matters 19
This Proxy Statement is issued in connection with the 1999 Annual
Meeting of Stockholders of The Dow Chemical Company scheduled for
May 13, 1999.
<PAGE>
INTRODUCTION
This Proxy Statement and a 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 15, 1999, the
record date for the Annual Meeting of Stockholders to be held on
May 13, 1999 (the "Annual Meeting" or "Meeting").
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 current 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
You are encouraged to use the proxy form to cast your vote. As
explained on the form, you may vote by telephone, on the
Internet, or by mail. Your shares will be voted if the proxy is
properly executed and received prior to May 13, 1999, 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 submitting
another proxy at a later date, or by attending the Meeting and
voting in person. No matter which voting method you choose
however, you need not vote more than once unless you wish to
change your vote.
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.
DOW SHARES OUTSTANDING
At the close of business on the record date, March 15, 1999,
there were 220,506,470 shares of Dow common stock and 1,349,233
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 per share, 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 DOW BOARD
The enclosed proxy is being solicited by your 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 1998. Fourteen of the
Directors attended 100 percent of the Board meetings and sixteen
of 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 eleven had 100 percent
attendance at all Board and Board committee meetings they were
eligible to attend.
In the past year, two Directors have left the Board: Fred P.
Corson, a Director since 1994, and Michael L. Dow, a Director
since 1988. One incumbent Director is not standing for
reelection: Joseph L. Downey, who has served as a Director since
1989, will retire from the Board at the conclusion of the Annual
Meeting in May 1999. The advice and experience of each of these
Directors will be greatly missed by the Company and by their
colleagues on the Board.
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 15, 1999:
EXECUTIVE COMMITTEE: Exercises the powers of the Board to manage
the Company between meetings of the Board. Thirteen meetings in
1998. 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 1998. Members: B. H. Franklin (Chairman), J. C.
Danforth, 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. Three meetings in 1998. 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. Four meetings in 1998. 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.
Three meetings in 1998. Members: D. T. Buzzelli (Chairman), A.
A. Allemang, J. K. Barton, A. J. Carbone, J. C. Danforth, W. D.
Davis, J. L. Downey, E. C. Falla, B. H. Franklin, A. D. Gilmour,
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.
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. In February 1999, the Board combined
the Finance Committee, which held six meetings in 1998, and the
Investment Policy Committee, which held three meetings in 1998.
Members: J. P. Reinhard (Chairman), A. J. Carbone, J. L. Downey,
E. C. Falla, M. D. Parker, F. P. Popoff and W. S. Stavropoulos.
<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 I Directors Class II Directors Class III Directors
1999 2000 2001
Jacqueline K. Barton Willie D. Davis Arnold A. Allemang
David T. Buzzelli Michael D. Parker John C. Danforth
Anthony J. Carbone J. Pedro Reinhard Enrique C. Falla
Joseph L. Downey Paul G. Stern Allan D. Gilmour
Barbara Hackman Franklin Frank P. Popoff
Harold T. Shapiro William S. Stavropoulos
In accordance with the recommendation of the Committee on
Directors, the Board of Directors has nominated Jacqueline K.
Barton, David T. Buzzelli, Anthony J. Carbone, Barbara Hackman
Franklin and Harold T. Shapiro for election as Directors in Class
I, to serve three-year terms to expire at the Annual Meeting in
the year 2002, 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. Joseph L. Downey, a member of Class I, has elected
to retire from the Board following the 1999 Annual Meeting, and
is not standing for reelection.
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 15, 1999, the
record date for the Annual Meeting.
CANDIDATES FOR ELECTION AS DIRECTOR
Photo 1
JACQUELINE K. BARTON, 46. 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.
<PAGE>
CANDIDATES FOR ELECTION AS DIRECTOR (continued)
Photo 2
DAVID T. BUZZELLI, 57. 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 3
ANTHONY J. CARBONE, 58. 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. Board member of the Society of Plastics Industries and
the American Plastics Council. Member of the American Chemical
Society.
Photo 4
BARBARA HACKMAN FRANKLIN, 58. 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; Milacron, Inc.; and MedImmune,
Inc.
Photo 5
HAROLD T. SHAPIRO, 63. 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.
* A number of Company entities are referenced in the biographies
and are defined as follows. (Some of these entities have had
various names over the years. The names and relationships to
the Company, unless otherwise indicated, are stated in this
footnote as they existed as of the Annual Meeting record date.)
Dow Corning Corporation and DuPont Dow Elastomers L.L.C. -
companies ultimately 50 percent-owned by Dow. Dow AgroSciences
LLC, Dow Benelux N.V., Dow Chemical Canada Inc., Dow Chemical
Pacific Limited, Dow Environmental Inc., Dow Europe S.A., Dow
Italia S.p.A., and Liana Limited - all ultimately wholly owned
subsidiaries of Dow. Ownership by Dow described above may be
either direct or indirect.
<PAGE>
CURRENT DIRECTORS
Photo 6
ARNOLD A. ALLEMANG, 56. 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 1996-97.
Dow Vice President, Operations 1997 to date. Director of Liana
Limited.* Representative on the Members Committees of DuPont Dow
Elastomers L.L.C.* 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.
Photo 7
JOHN C. DANFORTH, 62. 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 1977-95, 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; GenAmerican Corporation; General
American Mutual Holding Company; Time Warner, Inc.; 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 8
WILLIE D. DAVIS, 64. 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,
Inc.; MGM, Inc.; Kmart Corporation; Johnson Controls Inc.;
Rally's Hamburgers Inc.; the Strong Funds; and Bassett Furniture
Industries. 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 9
JOSEPH L. DOWNEY, 62. 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 10
ENRIQUE C. FALLA, 59. 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* and Guidant Corporation.
Member of the Board of Trustees of The University of Miami.
<PAGE>
CURRENT DIRECTORS (CONTINUED)
Photo 11
ALLAN D. GILMOUR, 64. RETIRED VICE CHAIRMAN OF FORD MOTOR
COMPANY. DIRECTOR SINCE 1995.
Employee of Ford Motor Company 1960-95, 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, MediaOne Group, and Whirlpool Corporation.
Photo 12
MICHAEL D. PARKER, 52. 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, the National Legal Center for the Public Interest
and the Chlorine Chemistry Council.
Photo 13
FRANK P. POPOFF, 63. 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; the Indiana University Foundation; and
the Michigan Molecular Institute. Past Chairman of the Chemical
Manufacturers Association. Member of The Business Council, The
Conference Board, and the American Chemical Society.
Photo 14
J. PEDRO REINHARD, 53. 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. 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.
*A number of Company entities are referenced in the biographies
and are defined as follows. (Some of these entities have had
various names over the years. The names and relationships to
the Company, unless otherwise indicated, are stated in this
footnote as they existed as of the Annual Meeting record date.)
Dow Corning Corporation and DuPont Dow Elastomers L.L.C. -
companies ultimately 50 percent-owned by Dow. Dow AgroSciences
LLC, Dow Benelux N.V., Dow Chemical Canada Inc., Dow Chemical
Pacific Limited, Dow Environmental Inc., Dow Europe S.A., Dow
Italia S.p.A., and Liana Limited - all ultimately wholly owned
subsidiaries of Dow. Ownership by Dow described above may be
either direct or indirect.
<PAGE>
CURRENT DIRECTORS (CONTINUED)
Photo 15
WILLIAM S. STAVROPOULOS, 59. 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.
Photo 16
PAUL G. STERN, 60. PARTNER OF THAYER CAPITAL PARTNERS AND
ARLINGTON CAPITAL PARTNERS. DIRECTOR SINCE 1992.
Partner and co-founder of Thayer Capital Partners 1995 to date.
Partner and co-founder of Arlington Capital Partners 1999 to
date. Co-chairman and Director of Aegis Communications, Inc.
1998 to date. 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 SAGA
SOFTWARE, Inc.; MLC Holdings Group, Inc.; 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. Board of Trustees, Library of
Congress. Treasurer, John F. Kennedy Center for the Performing
Arts, Washington, D.C.
*A number of Company entities are referenced in the biographies
and are defined as follows. (Some of these entities have had
various names over the years. The names and relationships to
the Company, unless otherwise indicated, are stated in this
footnote as they existed as of the Annual Meeting record date.)
Dow Corning Corporation and DuPont Dow Elastomers L.L.C. -
companies ultimately 50 percent-owned by Dow. Dow AgroSciences
LLC, Dow Benelux N.V., Dow Chemical Canada Inc., Dow Chemical
Pacific Limited, Dow Environmental Inc., Dow Europe S.A., Dow
Italia S.p.A., and Liana Limited - all ultimately wholly owned
subsidiaries of Dow. Ownership by Dow described above may be
either direct or indirect.
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 $45,000 for Board service and reasonable travel
expenses. In addition, such Directors receive an $8,000 annual
retainer for each Board committee on which they serve as a member
and an annual retainer of $8,000 for each committee chairmanship.
This nonemployee Director compensation schedule became effective
on July 1, 1998, replacing a program that was based primarily on
fees for each Board and committee meeting attended. On that
date, each nonemployee Director then serving received a one-time
fee of $5,000 in order to avoid the financial penalty resulting
from a fee schedule change in the middle of the calendar year.
Under the new schedule, total annual compensation for individual
Directors remains at levels similar to the former schedule.
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 1998.
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 from 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,
<PAGE>
COMPENSATION OF DIRECTORS (CONTINUED)
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 the 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 have held at least 2,000 shares of Dow
common stock for a year prior to the grant. Nonemployee
Directors who have not previously received an Option Plan grant
would be eligible for such a grant in September 1999 if they own
at least 1,500 shares of Dow common stock at the time of the
grant.
As a substitute for a pension plan for nonemployee Directors
discontinued at the end of 1997, 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
divided by the product of the Black-Scholes valuation of a ten-
year option and the market price of Dow stock on the date of
grant. In 1998, each nonemployee Director received an option
grant of 1,200 shares. The Compensation Committee administers
this stock incentive plan.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors (the
"Committee") is made up entirely of independent, non-employee
Directors. The Committee is responsible for establishing base
salaries, bonuses, long-term incentives, retirement benefits and
other compensation for Company Directors and officers. In
meeting this responsibility, the Committee's policy is to ensure
that executive compensation is appropriately competitive for the
attraction and retention of talented leaders, and is linked
closely to individual performance, Company performance, and
increases in Dow shareholder value.
After the end of each year, the Committee asks the Global
Compensation and Benefits staff to present a proposed
compensation plan, along with supporting competitive market data,
for each executive officer. After discussion with the Chief
Executive Officer (the "CEO") about the individual performance of
each executive compared to pre-established goals, individual
compensation plans are established. The Committee meets alone
with the Vice President of Human Resources to review similar
information on the Chief Executive Officer. The Committee
monitors 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 manage overall executive compensation at the
median level relative to companies with which we compete for
executive talent, with appropriate variation for high-performing
individuals and company performance. The Committee 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 referenced in the graphs on page 15. For
1998, 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, each
explained more fully below.
BASE SALARIES
Base salaries for all Dow employees - including the Company's top
executives - are based upon an evaluation of their
responsibilities, an assessment of their performance, and market
comparisons from regularly scheduled compensation surveys.
Average salaries for each employee group are managed such that
they fall within the median range of the survey results, 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 upon projected changes in the external market
as well as 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.
<PAGE>
COMPENSATION COMMITTEE REPORT (CONTINUED)
For 1998, 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 1998
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 levels of total direct
compensation, no more than 25 percent is delivered as 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 of
compensation at risk in the form of performance-dependent pay.
PERFORMANCE AWARDS (BONUSES)
In 1994, Dow Stockholders approved a proposal to adopt the
Executive Performance Plan (the "Plan"). This Plan changed the
annual bonus program for the Company's executive officers,
providing a stronger set of direct links between performance and
variable compensation.
The Plan sets a minimum performance goal of $700 million of Net
Income as defined in the Plan. In addition, the Committee has
determined that no award will be paid to those named in the Proxy
Statement tables if the minimum economic profit goal for the Dow
employees' variable pay program is not achieved. Once these
goals have been met, the Compensation Committee evaluates
corporate and individual performance. The Compensation Committee
was notified that the Net Income goal was achieved in 1998. In
accordance with the Plan, the Committee used its discretion to
determine the 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.
LONG-TERM INCENTIVE COMPENSATION
In 1998, long-term incentive compensation for selected
executives, including the officers of the Company, consisted of
three types of stock-based incentive grants. Market Price Stock
Options remained a part of the program, with a new three-year
pro-rata vesting period to encourage retention of key executives
and to provide a longer-term focus towards creation of
shareholder value. The exercise price of these options was 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. Step Stock Options were a new
component of the program. For Step Options granted in 1998, the
price of Dow shares must rise to $150 per share no later than
five years from the date of grant in order for the grant to vest.
These awards are completely forfeited if the stock fails to
achieve the $150 share price in the five-year period. The third
component of the program, Performance Shares, was also new in
1998. Participating Executives will earn shares of deferred
stock based upon the Company's financial performance over a
three-year period (1998-2000). The financial measures
incorporated into the Performance Shares plan emphasize superior
returns on capital, value growth, and economic performance at all
points along the chemical pricing cycle. Long-term incentive
compensation awards were 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.
To determine the CEO's long-term incentive compensation for 1998,
the Committee evaluated progress on: (1) the optimization of
Dow's business portfolio, including the management of
acquisitions and divestitures; (2) the furthering of Dow's value-
growth initiatives; (3) initiatives regarding the development of
Dow employees, including the recruitment and retention of a
talented global workforce; and (4) achievement of the Company's
long-term productivity improvement plans. These factors are
listed in order of current relative importance. In addition, the
Committee considered the appropriate mix of short-term and long-
term compensation and Dow's competitive position as compared to
market data from the compensation comparison group.
The Committee determined that for 1998 the levels of long-term
incentive compensation granted to the CEO reflected actual
performance measured against these goals, with appropriate
consideration of the desired emphasis on long-term incentive
compensation and the competitive positioning of the overall
compensation package.
The Committee has approved a similar three-part long-term
incentive plan for key executives in 1999, building upon the
foundation that began in 1998. We continue to believe that long-
term incentives which link executive compensation directly to
company economic performance and total shareholder return serve
the best interests of all of Dow's stakeholders. Toward that
same purpose, minimum stock ownership guidelines for key Dow
executives were established in 1998. The CEO is required to own
Dow stock equivalent in value to six times current annual base
salary by March 31, 2002. The CEO currently owns shares that
exceed the 2002 requirement. Other executives named in the Proxy
Statement tables, as well as a group of global business and
corporate leaders, are required to own shares equivalent in value
to either three or four times current annual base salary by March
31, 2002.
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 years 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 years 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 year.
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
or the Key Employees' Insurance Plan payable to executive
officers, calculated before the application of an offset of the
employee's primary Social Security benefit. The benefits shown
are calculated according to (b) above, and are single-life
annuities for participants who retire at age 65. 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 YEARS OF CREDITED SERVICE
PAY 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>
600,000 205,000 259,000 300,000 329,000 344,000 347,000 347,000
700,000 239,000 303,000 351,000 385,000 403,000 406,000 406,000
800,000 274,000 347,000 402,000 441,000 462,000 466,000 466,000
900,000 309,000 391,000 453,000 497,000 520,000 525,000 525,000
1,000,000 344,000 435,000 504,000 553,000 579,000 584,000 584,000
1,100,000 378,000 479,000 555,000 609,000 638,000 643,000 643,000
1,200,000 413,000 523,000 607,000 665,000 696,000 703,000 703,000
1,300,000 448,000 567,000 658,000 721,000 755,000 762,000 762,000
1,400,000 483,000 611,000 709,000 776,000 814,000 821,000 821,000
1,500,000 518,000 655,000 760,000 832,000 873,000 880,000 880,000
1,600,000 552,000 699,000 811,000 888,000 931,000 940,000 940,000
1,700,000 587,000 743,000 862,000 944,000 990,000 999,000 999,000
1,800,000 622,000 787,000 913,000 1,000,000 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 1998 compensation covered by the
pension plans as of December 31, 1998, are: Messrs. Stavropoulos
- - - 31.6 years, $1,598,341; Allemang - 33.6, $670,899; Carbone -
36.5, $954,954; Reinhard - 28.2, $918,784.
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, 1998, was 1,597,050 Swiss francs
(approximately $1,159,383). His total service is 30.3 years.
<PAGE>
STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN OTHER PERSONS
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 and Dow Series A ESOP
Convertible Preferred ("Dow Preferred") stock. The table reports
ownership as of January 29, 1999, 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, 1999, Directors and executive officers and their
immediate families as a group beneficially owned 1.29 percent of
all Dow common stock outstanding and entitled to vote, and
approximately 0.1 percent of Dow Series A ESOP Convertible
Preferred stock.
<TABLE>
<CAPTION>
RIGHTS PERCENTAGE OF
TO ACQUIRE COMMON SHARES
SHARES OF DOW SHARES OF DOW BENEFICIAL BENEFICIALLY
COMMON STOCK PREFERRED STOCK OWNERSHIP OF OWNED PLUS
BENEFICIALLY BENEFICIALLY SHARES OF DOW RIGHTS TO ACQUIRE
NAME OWNED* OWNED* COMMON STOCK** OWNERSHIP**
DIRECTORS
<S> <C> <C> <C> <C>
A. A. Allemang 17,875.4 167.3 105,000.0 ***
J. K. Barton 2,000.0 2,750.0 ***
D. T. Buzzelli 24,730.7 205.6 153,000.0 ***
A. J. Carbone 27,829.0(a) 192.2 155,325.0 ***
J. C. Danforth 1,500.0 ***
W. D. Davis 2,050.0 2,500.0 ***
J. L. Downey 36,628.5(a) 205.6 50,000.0 ***
E. C. Falla 98,295.4(a) 205.6 165,000.0 0.12%
B. H. Franklin 2,577.6 2,750.0 ***
A. D. Gilmour 2,500.0 ***
M. D. Parker 35,294.3(a) 144,306.0 ***
F. P. Popoff 205,457.8(a) 205.6 590,000.0 0.36%
J. P. Reinhard 31,505.1(a) 59.4 117,306.0 ***
H. T. Shapiro 2,484.3 2,750.0 ***
W. S. Stavropoulos 68,805.7(a) 205.6 517,781.0 0.27%
P. G. Stern 3,500.0 2,750.0 ***
21 DIRECTORS AND
EXECUTIVE OFFICERS
AS A GROUP 589,933.4(a) 1,773.9 2,247,487.0 1.29%
CERTAIN OTHER
OWNERS(b)
Sanford C. 17,581,004.0(c) 7.98%
Bernstein & Co.,
Inc.
1 North Lexington
Avenue
White Plains,
New York
</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, 1999, 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 1998-99 Employees' Stock Purchase
Plan. The shares indicated in this column have not been issued
and cannot be voted.
*** Less than 0.1 percent.
<PAGE>
STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN OTHER PERSONS
(CONTINUED)
(a) Directors Carbone, Downey, Falla, Parker, Popoff, Reinhard
and Stavropoulos are all members of the Board's Finance
Committee, which shares investment and voting authority for stock
held in the Dow Employees' Pension Plan Trust ("DEPP"). As of
January 29, 1999, the DEPP beneficially owned 1,846,419 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) Certain information regarding the only beneficial owners of
more than five percent of the Company's voting securities known
to the Company.
(c) As reported in a Schedule 13G dated February 3, 1999, filed
by Sanford C. Bernstein & Co., Inc., in its role as an investment
advisor and broker/dealer for various clients.
STOCKHOLDER RETURN
The charts below illustrate cumulative total return 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.
FIVE-YEAR CUMULATIVE TOTAL RETURN
DOW CHEMICAL S&P 500 S&P CHEMICALS
1993 $100.00 $100.00 $100.00
1994 $123.16 $101.32 $115.77
1995 $133.88 $139.37 $151.22
1996 $155.03 $171.35 $199.73
1997 $208.43 $228.50 $245.48
1998 $193.88 $293.79 $223.58
TEN-YEAR CUMULATIVE TOTAL RETURN
DOW CHEMICAL S&P 500 S&P CHEMICALS
1988 $100.00 $100.00 $100.00
1989 $126.62 $131.62 $129.17
1990 $88.70 $127.54 $109.68
1991 $105.49 $166.32 $143.03
1992 $117.52 $178.98 $156.70
1993 $122.03 $196.99 $175.25
1994 $150.29 $199.59 $202.89
1995 $163.38 $274.53 $265.01
1996 $189.19 $337.54 $350.02
1997 $254.34 $450.11 $430.19
1998 $236.59 $578.73 $391.82
The form of the charts above is in accordance with SEC
requirements. Stockholders are cautioned against drawing any
conclusions from the data contained therein, as past results are
not necessarily indicative of future performance. These charts
do not reflect the Company's forecast of future financial
performance.
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
LONG-
OTHER DEFERRED/ SECURITIES TERM ALL
ANNUAL RESTRICTED UNDERLYING INCEN- OTHER
NAME COMPEN- STOCK OPTIONS/ TIVE COMPEN
AND PRINCIPAL SALARY BONUS SATION AWARDS SARS PAYOUTS -SATION
POSITIONS YEAR ($) ($) ($) ($)(A) (# SHARES) ($)(B) ($)
<S> <C> <C> <C> <C> <C><C> <C> <C>
W. S. Stavropoulos 1998 908,338 675,000 0 0 100,000 Shares(d) 62,379 87,657(e)
President and 1997 835,008 1,000,000 0 0 125,000 Shares 333,077 25,046
Chief Executive 1996 746,674 760,000 0 0 110,000 Shares 421,275 9,678
Officer
A. A. Allemang 1998 381,684 280,000 0 0 30,000 Shares(d) 4,280 37,111(e)
Vice President, 1997 373,254 450,000 55,211(c) 0 35,000 Shares 3,985 11,740
Operations 1996 321,426 400,000 110,143(c) 0 25,000 Shares 26,659 13,294
A. J. Carbone 1998 539,784 400,000 0 0 46,000 Shares(d) 18,103 55,893(e)
Executive Vice 1997 507,338 600,000 0 0 50,000 Shares 16,854 24,040
President, Global 1996 455,174 500,000 0 0 35,000 Shares 100,590 13,946
Plastics and
Hydrocarbons
& Energy
M. D. Parker 1998 522,334 385,000 114,580(c) 0 46,000 Shares(d) 12,006 6,689(e)
Executive Vice 1997 483,670 600,000 142,077(c) 0 50,000 Shares 11,178 35,807
President, Global 1996 440,834 500,000 67,400(c) 0 35,000 Shares 83,850 98,024
Chemicals
President, Dow
North America
J. P. Reinhard 1998 522,334 385,000 0 0 46,000 Shares(d) 17,226 47,752(e)
Executive Vice 1997 483,338 600,000 0 0 50,000 Shares 16,038 29,466
President and 1996 437,508 500,000 0 0 35,000 Shares 83,756 27,268
Chief Financial
Officer
</TABLE>
(a) There were no grants of restricted or deferred stock
outstanding on 12/31/98 for the named executives.
(b) This column represents cash payouts from Dividend Unit
awards granted in prior years.
(c) Compensation to employees while on foreign service for
taxes in excess of those that would be incurred in their base
country.
(d) Half the shares granted are 120-month market-priced stock
options. Remaining shares granted are 66-month performance
options that are exercisable only if the daily average market
price of Dow stock equals or exceeds $150 per share by 2/27/03.
(e) All other compensation details for 1998 appear in the
separate chart below:
<TABLE>
DETAILS OF ALL OTHER COMPENSATION FROM 1998 SUMMARY COMPENSATION TABLE
<CAPTION>
PERSONAL
LIFE KEY EXCESS TOTAL
DEFERRED ELECTIVE INSURANCE EMPLOYEE LIABILITY OTHER
CASH DEFERRAL ECONOMIC INSURANCE INSUR- COMPEN-
INTEREST INTEREST BENEFIT PREMIUMS ANCE 401(K) SATION
NAME ($) ($) ($) ($) ($) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
W. S. Stavropoulos 0 18,642 55,009 6,635 971 6,400 87,657
A. A. Allemang 0 6,535 20,914 2,291 971 6,400 37,111
A. J. Carbone 0 14,187 30,056 4,279 971 6,400 55,893
M. D. Parker 2,927 0 2,791 0 971 0 6,689
J. P. Reinhard 0 198 36,250 3,933 971 6,400 47,752
</TABLE>
<PAGE>
<TABLE>
OPTION GRANTS IN 1998
<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 Shareholders N/A N/A N/A N/A 0(b) 13,016,905,795(b) 32,852,190,815(b)
All Optionees 2,333,900 $91.5625 02/27/08 0(c) 134,629,563(c) 339,779,373(c)
All Optionees' Gain
as % of All N/A N/A N/A N/A N/A 1.0% 1.0%
Shareholders' Gain
W. S. Stavropoulos 50,000(d) 2.1% $91.5625 02/27/08 0 2,884,219 7,279,219
50,000(e) 2.1% $91.5625 08/27/03 0 2,884,219 7,279,219
A. A. Allemang 15,000(d) 0.6% $91.5625 02/27/08 0 865,266 2,183,766
15,000(e) 0.6% $91.5625 08/27/03 0 865,266 2,183,766
A. J. Carbone 23,000(d) 1.0% $91.5625 02/27/08 0 1,326,741 3,348,441
23,000(e) 1.0% $91.5625 08/27/03 0 1,326,741 3,348,441
M. D. Parker 23,000(d) 1.0% $91.5625 02/27/08 0 1,326,741 3,348,441
23,000(e) 1.0% $91.5625 08/27/03 0 1,326,741 3,348,441
J. P. Reinhard 23,000(d) 1.0% $91.5625 02/27/08 0 1,326,741 3,348,441
23,000(e) 1.0% $91.5625 08/27/03 0 1,326,741 3,348,441
</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 $91.5625
exercise price applicable to options granted in 1998 to the named
executives based on the 225,657,395 shares outstanding on the
2/27/98 grant date.
(c) No gain to the optionees is possible without 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 2/27/98. Options vest in
three equal annual installments, beginning 2/27/99.
(e) This was a single grant made on 2/27/98. The options vest
if at all upon achieving the performance criteria of daily
average market price of Dow stock of $150 per share by 2/27/03.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 1998, OPTION VALUES
<CAPTION>
NUMBER
OF SECURITIES NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS/SARS VALUE OPTIONS AT 12/31/97 (#) 12/31/97 ($)
EXERCISED REALIZED
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
W. S. Stavropoulos 0 0 500,000 100,000 10,694,063 0
A. A. Allemang 14,000 584,938 100,000 30,000 1,792,813 0
A. J. Carbone 0 0 147,000 46,000 2,753,813 0
M. D. Parker 52,000 1,854,125 136,000 46,000 2,392,750 0
J. P. Reinhard 50,000 1,834,375 109,000 46,000 1,692,063 0
</TABLE>
12/31/98 Fair Market Value = $91.3125
<PAGE>
<TABLE>
LONG-TERM INCENTIVE PLAN AWARDS IN 1998
<CAPTION>
NUMBERS PERFORMANCE ESTIMATED FUTURE PAYOUTS UNDER
OF OR OTHER NON-STOCK-PRICE-BASED PLANS
SHARES PERIOD UNTIL
UNITS MATURATION THRES-
OR OTHER OR PAYOUT HOLD # TARGET MAXIMUM
NAME RIGHTS (A) SHARES # SHARES # SHARES
<S> <C> <C> <C> <C> <C>
W. S. Stavropoulos 25,000 1998-2000 0 25,000 56,250
A. A. Allemang 8,000 1998-2000 0 8,000 18,000
A. J Carbone 12,500 1998-2000 0 12,500 28,125
M. D. Parker 12,500 1998-2000 0 12,500 28,125
J. P. Reinhard 12,500 1998-2000 0 12,500 28,125
</TABLE>
(a) Performance shares are earned by meeting or exceeding the
Company's stated strategic financial performance objectives over
a 3-year period from 1/1/98 to 12/31/00. Performance criteria
relate to return on capital, sales volume growth, and economic
profit performance at all points along the chemical pricing
cycle. No shares will be earned if minimum strategic financial
performance objectives are not achieved. Shares earned will be
delivered in two equal installments on 2/27/02 and 2/27/03.
Market rate dividend equivalents accrue on earned shares from
date of grant and become payable upon stock issuance.
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 1999 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 1999. Deloitte &
Touche LLP has audited Dow's financial statements for more than
eighty-five years and served as its independent auditors for
1998. 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 1999,
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, 1998, 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 1999,
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 1999.
<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. BankBoston, N.A., as the
DRP agent, will vote all shares of stock held in your DRP account
only if you return your proxy form. If no specific instruction
is given on an executed proxy returned by you, BankBoston, N.A.
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 24, 1999, to be eligible for
inclusion in the 2000 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 at the next Annual
Meeting must notify the Secretary of the Company at the address
above in writing between November 24, 1999, and January 24, 2000.
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 noted above.
NOTIFICATION OF FUTURE ANNUAL MEETING BUSINESS
Under the Company's Bylaws, if you wish to raise items of proper
business at an Annual Meeting you must give advance written
notification to the Office of the Corporate Secretary at the
address above. For the 2000 Annual Meeting, written notice must
be given between November 24, 1999, and January 24, 2000. Such
notices must comply with the Bylaws provisions and include 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.
REPORTS TO STOCKHOLDERS
The Dow Annual Report, including financial statements, is
distributed to all stockholders by mail or electronically, unless
instructions have been given to eliminate duplicate distributions
of the Annual Report to a single household. If you cast your
stockholder vote on the Internet (instructions are on your voting
form), you may also request that future stockholder information
be sent electronically to your Internet address. 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, addressed to Dow's stock transfer agent:
EquiServe, P.O. Box 8038, Boston, MA 02266-8038. The Proxy
Statement, Annual Report and 10-K may also be accessed on Dow's
website: http://www.dow.com
OTHER MATTERS
The Board does not intend to present any business at the Meeting
not described in this Proxy Statement. The enclosed proxy voting
form confers upon the 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
Vice President Midland, Michigan
General Counsel and Secretary March 24, 1999
<PAGE>
APPENDIX
List of Photos of Directors and Omitted Graphics
Photo 1 Photograph of Jacqueline K. Barton
Photo 2 Photograph of David T. Buzzelli
Photo 3 Photograph of Anthony J. Carbone
Photo 4 Photograph of Barbara Hackman Franklin
Photo 5 Photograph of Harold T. Shapiro
Photo 6 Photograph of Arnold A. Allemang
Photo 7 Photograph of John C. Danforth
Photo 8 Photograph of Willie D. Davis
Photo 9 Photograph of Joseph L. Downey
Photo 10 Photograph of Enrique C. Falla
Photo 11 Photograph of Allan D. Gilmour
Photo 12 Photograph of Michael D. Parker
Photo 13 Photograph of Frank P. Popoff
Photo 14 Photograph of J. Pedro Reinhard
Photo 15 Photograph of William S. Stavropoulos
Photo 16 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
- - --------------------------REGISTERED-----------------------------
- - -----------------------------------------------------------------
THE DOW CHEMICAL COMPANY
1999 Annual Meeting of Stockholders
MIDLAND CENTER FOR THE ARTS
1801 WEST ST. ANDREWS, MIDLAND, MICHIGAN, USA
MAY 13, 1999 - 2:00 P.M.
ADMITTANCE TICKET
THIS TICKET ENTITLES THE STOCKHOLDER(S) LISTED ON THE REVERSE
SIDE TO ATTEND THE DOW 1999 ANNUAL MEETING OF STOCKHOLDERS. THIS
TICKET IS NOT TRANSFERABLE. PLEASE KEEP THIS TICKET, BRING IT
WITH YOU TO THE ANNUAL MEETING AND PRESENT IT AT THE DOOR.
Doors will open at 12:30 p.m.
Cameras and recording devices are not permitted at the Meeting.
Hearing amplification devices will be available.
Fold & Tear Hear Fold & Tear Here
- - -----------------------------perforation-------------------------
1999 ANNUAL MEETING OF STOCKHOLDERS The Dow Chemical Company
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints A. A. Allemang, A. D. Gilmour 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 13,
1999, 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 FIVE
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 five Directors: (01) Jacqueline
K. Barton, (02) David T. Buzzelli, (03) Anthony J.
Carbone, (04) Barbara Hackman Franklin and (05)
Harold T. Shapiro.
Agenda Item 2: Ratification of the appointment of Deloitte and
Touche LLP as Dow's independent auditors for 1999.
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, or vote
electronically as explained on the reverse side.
SEE REVERSE SIDE
<PAGE>
IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET,
PLEASE READ THE INSTRUCTIONS BELOW
The Dow Chemical Company encourages you to take advantage of new
and convenient ways to vote your shares for matters to be covered
at the 1999 ANNUAL MEETING OF STOCKHOLDERS. Please take the
opportunity to use any one of the three voting methods outlined
below to cast your ballot:
VOTE BY PHONE - 800-690-6903 (in the
US and Canada).
Use a touch-tone telephone to vote
your proxy 24 hours a day, 7 days a
week. Have your proxy card in hand
when you call. You will be prompted
to enter your individual 12-digit
Control Number that appears in the box
below. Then follow the simple
instructions you will hear.
VOTE BY INTERNET -
WWW.PROXYVOTE.COM/DOW
Use the Internet to vote your proxy 24
hours a day, 7 days a week. Have your
proxy card in hand when you access the
web site. You will be prompted to
enter your individual 12-digit Control
Number that appears in the box below.
Then follow the simple instruction on
the screen.
VOTE BY MAIL
Mark, sign and date your proxy card
and return it in the enclosed postage-
paid envelope or return to: The Dow
Chemical Company, Proxy Services, P.O.
Box 9116, Farmingdale, NY 11735-9547.
Your electronic proxy
authorizes the named
proxies to vote your
shares just as if you had
marked, signed, dated and
mailed the proxy card.
If you vote by phone or
through the Internet,
please do NOT also mail
your proxy.
YOUR CONTROL NUMBER:
THANK YOU FOR VOTING - ADMITTANCE TICKET ON THE REVERSE SIDE.
SEE DIRECTIONS FOR COMPLETION ON THE REVERSE SIDE.
Fold & Tear Hear Fold & Tear Here
- - -----------------------------perforation-------------------------
The Dow Chemical Company
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 five Directors:
(01) Jacqueline K. Barton, (02) David T. Buzzelli, (03) Anthony
J. Carbone, (04) Barbara Hackman Franklin and (05) Harold T.
Shapiro.
FOR ALL ___ WITHHOLD ALL ____ FOR ALL EXCEPT: ____
To withhold authority to vote for a candidate(s), mark "For All
Except" and write the nominee's number(s) or name(s) on the line
below.
_________________________________________
AGENDA ITEM 2: Ratification of the appointment of Dow's
independent auditors for 1999.
FOR _______ AGAINST _______ ABSTAIN _______
I/We plan to attend the Annual Meeting. __________
Discontinue duplicate Annual Report. __________
I have made comments on this card or an attachment
or have marked an address change. __________
The undersigned hereby revokes all proxies heretofore given by
the undersigned to vote at said meeting and at any adjournment
thereof.
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.
Signature (PLEASE SIGN WITHIN BOX) _______ Date _________
Signature (Joint Owners) _______ Date _________
<PAGE>
- - --------------------------HESP-----------------------------------
- - -----------------------------------------------------------------
THE DOW CHEMICAL COMPANY
1999 Annual Meeting of Stockholders
MIDLAND CENTER FOR THE ARTS
1801 WEST ST. ANDREWS, MIDLAND, MICHIGAN, USA
MAY 13, 1999 - 2:00 P.M.
ADMITTANCE TICKET
THIS TICKET ENTITLES THE STOCKHOLDER LISTED ON THE REVERSE SIDE
TO ATTEND THE DOW 1999 ANNUAL MEETING OF STOCKHOLDERS. THIS
TICKET IS NOT TRANSFERABLE. PLEASE KEEP THIS TICKET, BRING IT
WITH YOU TO THE ANNUAL MEETING AND PRESENT IT AT THE DOOR.
Doors will open at 12:30 p.m.
Cameras and recording devices are not permitted at the Meeting.
Hearing amplification devices will be available.
Fold & Hear Fold & Tear Here
- - -----------------------------perforation-------------------------
1999 ANNUAL MEETING OF STOCKHOLDERS The Dow Chemical Company
CONFIDENTIAL VOTING INSTRUCTIONS
TO: BANKERS TRUST COMPANY ("THE PLAN TRUSTEE")
THE DOW HOURLY EMPLOYEES' 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 13,
1999, 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 FIVE
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 VOTE IN THE SAME PROPORTION
AS THE SHARES IN THE ACCOUNTS OF MEMBERS WHO HAVE PROVIDED
DIRECTION.
Agenda Item 1: The election of five Directors: (01) Jacqueline
K. Barton, (02) David T. Buzzelli, (03) Anthony J.
Carbone, (04) Barbara Hackman Franklin and (05)
Harold T. Shapiro.
Agenda Item 2: Ratification of the appointment of Deloitte and
Touche LLP as Dow's independent auditors for 1999.
SEE REVERSE SIDE
<PAGE>
IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET,
PLEASE READ THE INSTRUCTIONS BELOW
The Dow Chemical Company encourages you to take advantage of new
and convenient ways to vote your shares for matters to be covered
at the 1999 ANNUAL MEETING OF STOCKHOLDERS. Please take the
opportunity to use any one of the three voting methods outlined
below to cast your ballot:
VOTE BY PHONE - 800-690-6903 (in
the US and Canada).
Use a touch-tone telephone to vote
your proxy 24 hours a day, 7 days a
week. Have your proxy card in hand
when you call. You will be
prompted to enter your individual
12-digit Control Number that
appears in the box below. Then
follow the simple instructions you
will hear.
VOTE BY INTERNET -
WWW.PROXYVOTE.COM/DOW
Use the Internet to vote your proxy
24 hours a day, 7 days a week.
Have your proxy card in hand when
you access the web site. You will
be prompted to enter your
individual 12-digit Control Number
that appears in the box below.
Then follow the simple instruction
on the screen.
VOTE BY MAIL
Mark, sign and date your proxy card
and return it in the enclosed
postage-paid envelope or return to:
The Dow Chemical Company, Proxy
Services, P.O. Box 9116,
Farmingdale, NY 11735-9547.
Your electronic proxy
authorizes the named proxies
to vote your shares just as
if you had marked, signed,
dated and mailed the proxy
card. If you vote by phone
or through the Internet,
please do NOT also mail your
proxy.
The Dow Annual Report and
Proxy Statement are either
enclosed or have been
delivered to you
electronically by email.
You may access both
documents at:
http://www.dow.com/99meeting
YOUR CONTROL NUMBER:
THANK YOU FOR VOTING - ADMITTANCE TICKET ON THE REVERSE SIDE.
SEE DIRECTIONS FOR COMPLETION ON THE REVERSE SIDE.
Fold & Tear Hear Fold & Tear Here
- - -----------------------------perforation-------------------------
The Dow Chemical Company
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 PLAN TRUSTEE IS AUTHORIZED TO
VOTE IN ACCORDANCE WITH ITS 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 five Directors:
(01) Jacqueline K. Barton, (02) David T. Buzzelli, (03) Anthony
J. Carbone, (04) Barbara Hackman Franklin and (05) Harold T.
Shapiro.
FOR ALL ___ WITHHOLD ALL ____ FOR ALL EXCEPT: ____
To withhold authority to vote for a candidate(s), mark "For All
Except" and write the nominee's number(s) or name(s) on the line
below.
_________________________________________
AGENDA ITEM 2: Ratification of the appointment of Dow's
independent auditors for 1999.
FOR _______ AGAINST _______ ABSTAIN _______
I plan to attend the Annual Meeting. __________
I have made comments on this card or an attachment
or have marked an address change. __________
The undersigned hereby revokes all proxies heretofore given by
the undersigned to vote at said meeting and at any adjournment
thereof.
PLEASE SIGN THIS PROXY AS THE NAME APPEARS ABOVE. WHEN SIGNING
AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, OR GUARDIAN,
PLEASE GIVE FULL NAME AS SUCH.
Signature (PLEASE SIGN WITHIN BOX) _______ Date _________
<PAGE>
- - --------------------------SESP-----------------------------------
- - -----------------------------------------------------------------
THE DOW CHEMICAL COMPANY
1999 Annual Meeting of Stockholders
MIDLAND CENTER FOR THE ARTS
1801 WEST ST. ANDREWS, MIDLAND, MICHIGAN, USA
MAY 13, 1999 - 2:00 P.M.
ADMITTANCE TICKET
THIS TICKET ENTITLES THE STOCKHOLDER LISTED ON THE REVERSE SIDE
TO ATTEND THE DOW 1999 ANNUAL MEETING OF STOCKHOLDERS. THIS
TICKET IS NOT TRANSFERABLE. PLEASE KEEP THIS TICKET, BRING IT
WITH YOU TO THE ANNUAL MEETING AND PRESENT IT AT THE DOOR.
Doors will open at 12:30 p.m.
Cameras and recording devices are not permitted at the Meeting.
Hearing amplification devices will be available.
Fold & Hear Fold & Tear Here
- - -----------------------------perforation-------------------------
1999 ANNUAL MEETING OF STOCKHOLDERS The Dow Chemical Company
CONFIDENTIAL VOTING INSTRUCTIONS
TO: BANKERS TRUST COMPANY ("THE PLAN TRUSTEE")
THE DOW SALARIED EMPLOYEES' 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 13, 1999, 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 FIVE
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 AND PREFERRED
SHARES IN THE ACCOUNTS OF PLAN MEMBERS WHO FAIL TO VOTE IN THE
SAME PROPORTION AS THE SHARES IN THE ACCOUNTS OF MEMBERS WHO HAVE
PROVIDED DIRECTION.
Agenda Item 1: The election of five Directors: (01) Jacqueline
K. Barton, (02) David T. Buzzelli, (03) Anthony J.
Carbone, (04) Barbara Hackman Franklin and (05)
Harold T. Shapiro.
Agenda Item 2: Ratification of the appointment of Deloitte and
Touche LLP as Dow's independent auditors for 1999.
SEE REVERSE SIDE
<PAGE>
IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET,
PLEASE READ THE INSTRUCTIONS BELOW
The Dow Chemical Company encourages you to take advantage of new
and convenient ways to vote your shares for matters to be covered
at the 1999 ANNUAL MEETING OF STOCKHOLDERS. Please take the
opportunity to use any one of the three voting methods outlined
below to cast your ballot:
VOTE BY PHONE - 800-690-6903 (in
the US and Canada).
Use a touch-tone telephone to vote
your proxy 24 hours a day, 7 days a
week. Have your proxy card in hand
when you call. You will be
prompted to enter your individual
12-digit Control Number that
appears in the box below. Then
follow the simple instructions you
will hear.
VOTE BY INTERNET -
WWW.PROXYVOTE.COM/DOW
Use the Internet to vote your proxy
24 hours a day, 7 days a week.
Have your proxy card in hand when
you access the web site. You will
be prompted to enter your
individual 12-digit Control Number
that appears in the box below.
Then follow the simple instruction
on the screen.
VOTE BY MAIL
Mark, sign and date your proxy card
and return it in the enclosed
postage-paid envelope or return to:
The Dow Chemical Company, Proxy
Services, P.O. Box 9116,
Farmingdale, NY 11735-9547.
Your electronic proxy
authorizes the named proxies
to vote your shares just as
if you had marked, signed,
dated and mailed the proxy
card. If you vote by phone
or through the Internet,
please do NOT also mail your
proxy.
The Dow Annual Report and
Proxy Statement are either
enclosed or have been
delivered to you
electronically by email.
You may access both
documents at:
http://www.dow.com/99meeting
YOUR CONTROL NUMBER:
THANK YOU FOR VOTING - ADMITTANCE TICKET ON THE REVERSE SIDE.
SEE DIRECTIONS FOR COMPLETION ON THE REVERSE SIDE.
Fold & Tear Hear Fold & Tear Here
- - -----------------------------perforation-------------------------
The Dow Chemical Company
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 PLAN TRUSTEE IS AUTHORIZED TO
VOTE IN ACCORDANCE WITH ITS 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 five Directors:
(01) Jacqueline K. Barton, (02) David T. Buzzelli, (03) Anthony
J. Carbone, (04) Barbara Hackman Franklin and (05) Harold T.
Shapiro.
FOR ALL ___ WITHHOLD ALL ____ FOR ALL EXCEPT: ____
To withhold authority to vote for a candidate(s), mark "For All
Except" and write the nominee's number(s) or name(s) on the line
below.
_________________________________________
AGENDA ITEM 2: Ratification of the appointment of Dow's
independent auditors for 1999.
FOR _______ AGAINST _______ ABSTAIN _______
I plan to attend the Annual Meeting. __________
I have made comments on this card or an attachment
or have marked an address change. __________
The undersigned hereby revokes all proxies heretofore given by
the undersigned to vote at said meeting and at any adjournment
thereof.
PLEASE SIGN THIS PROXY AS THE NAME APPEARS ABOVE. WHEN SIGNING
AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, OR GUARDIAN,
PLEASE GIVE FULL NAME AS SUCH.
Signature (PLEASE SIGN WITHIN BOX) _______ Date _________
<PAGE>
- - --------------------------DH COMPOUNDING-------------------------
- - -----------------------------------------------------------------
THE DOW CHEMICAL COMPANY
1999 Annual Meeting of Stockholders
MIDLAND CENTER FOR THE ARTS
1801 WEST ST. ANDREWS, MIDLAND, MICHIGAN, USA
MAY 13, 1999 - 2:00 P.M.
ADMITTANCE TICKET
THIS TICKET ENTITLES THE STOCKHOLDER LISTED ON THE REVERSE SIDE
TO ATTEND THE DOW 1999 ANNUAL MEETING OF STOCKHOLDERS. THIS
TICKET IS NOT TRANSFERABLE. PLEASE KEEP THIS TICKET, BRING IT
WITH YOU TO THE ANNUAL MEETING AND PRESENT IT AT THE DOOR.
Doors will open at 12:30 p.m.
Cameras and recording devices are not permitted at the Meeting.
Hearing amplification devices will be available.
Fold & Hear Fold & Tear Here
- - -----------------------------perforation-------------------------
1999 ANNUAL MEETING OF STOCKHOLDERS The Dow Chemical Company
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 13, 1999, 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 FIVE
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 11, 1999, THE
ADMINISTRATIVE COMMITTEE FOR THE PLAN MAY DIRECT THE PLAN TRUSTEE
TO VOTE YOUR SHARES.
Agenda Item 1: The election of five Directors: (01) Jacqueline
K. Barton, (02) David T. Buzzelli, (03) Anthony J.
Carbone, (04) Barbara Hackman Franklin and (05)
Harold T. Shapiro.
Agenda Item 2: Ratification of the appointment of Deloitte and
Touche LLP as Dow's independent auditors for 1999.
SEE OPPOSITE SIDE
<PAGE>
IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET,
PLEASE READ THE INSTRUCTIONS BELOW
The Dow Chemical Company encourages you to take advantage of new
and convenient ways to vote your shares for matters to be covered
at the 1999 ANNUAL MEETING OF STOCKHOLDERS. Please take the
opportunity to use any one of the three voting methods outlined
below to cast your ballot:
VOTE BY PHONE - 800-690-6903 (in
the US and Canada).
Use a touch-tone telephone to vote
your proxy 24 hours a day, 7 days a
week. Have your proxy card in hand
when you call. You will be
prompted to enter your individual
12-digit Control Number that
appears in the box below. Then
follow the simple instructions you
will hear.
VOTE BY INTERNET -
WWW.PROXYVOTE.COM/DOW
Use the Internet to vote your proxy
24 hours a day, 7 days a week.
Have your proxy card in hand when
you access the web site. You will
be prompted to enter your
individual 12-digit Control Number
that appears in the box below.
Then follow the simple instruction
on the screen.
VOTE BY MAIL
Mark, sign and date your proxy card
and return it in the enclosed
postage-paid envelope or return to:
The Dow Chemical Company, Proxy
Services, P.O. Box 9116,
Farmingdale, NY 11735-9547.
Your electronic proxy
authorizes the named proxies
to vote your shares just as
if you had marked, signed,
dated and mailed the proxy
card. If you vote by phone
or through the Internet,
please do NOT also mail your
proxy.
The Dow Annual Report and
Proxy Statement are either
enclosed or have been
delivered to you
electronically by email.
You may access both
documents at:
http://www.dow.com/99meeting
YOUR CONTROL NUMBER:
THANK YOU FOR VOTING - ADMITTANCE TICKET ON THE REVERSE SIDE.
SEE DIRECTIONS FOR COMPLETION ON THE REVERSE SIDE.
Fold & Tear Hear Fold & Tear Here
- - -----------------------------perforation-------------------------
The Dow Chemical Company
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 PLAN TRUSTEE IS AUTHORIZED TO
VOTE IN ACCORDANCE WITH ITS 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 five Directors:
(01) Jacqueline K. Barton, (02) David T. Buzzelli, (03) Anthony
J. Carbone, (04) Barbara Hackman Franklin and (05) Harold T.
Shapiro.
FOR ALL ___ WITHHOLD ALL ____ FOR ALL EXCEPT: ____
To withhold authority to vote for a candidate(s), mark "For All
Except" and write the nominee's number(s) or name(s) on the line
below.
_________________________________________
AGENDA ITEM 2: Ratification of the appointment of Dow's
independent auditors for 1999.
FOR _______ AGAINST _______ ABSTAIN _______
I plan to attend the Annual Meeting. __________
I have made comments on this card or an attachment
or have marked an address change. __________
The undersigned hereby revokes all proxies heretofore given by
the undersigned to vote at said meeting and at any adjournment
thereof.
PLEASE SIGN THIS PROXY AS THE NAME APPEARS ABOVE. WHEN SIGNING
AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, OR GUARDIAN,
PLEASE GIVE FULL NAME AS SUCH.
Signature (PLEASE SIGN WITHIN BOX) _______ Date _________
<PAGE>
- - --------------------------DOW AGROSCIENCES-----------------------
- - -----------------------------------------------------------------
THE DOW CHEMICAL COMPANY
1999 Annual Meeting of Stockholders
MIDLAND CENTER FOR THE ARTS
1801 WEST ST. ANDREWS, MIDLAND, MICHIGAN, USA
MAY 13, 1999 - 2:00 P.M.
ADMITTANCE TICKET
THIS TICKET ENTITLES THE STOCKHOLDER LISTED ON THE REVERSE SIDE
TO ATTEND THE DOW 1999 ANNUAL MEETING OF STOCKHOLDERS. THIS
TICKET IS NOT TRANSFERABLE. PLEASE KEEP THIS TICKET, BRING IT
WITH YOU TO THE ANNUAL MEETING AND PRESENT IT AT THE DOOR.
Doors will open at 12:30 p.m.
Cameras and recording devices are not permitted at the Meeting.
Hearing amplification devices will be available.
Fold & Hear Fold & Tear Here
- - -----------------------------perforation-------------------------
1999 ANNUAL MEETING OF STOCKHOLDERS The Dow Chemical Company
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 13, 1999, 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 FIVE
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 VOTE IN THE SAME PROPORTION
AS THE SHARES IN THE ACCOUNTS OF MEMBERS WHO HAVE PROVIDED
DIRECTION.
Agenda Item 1: The election of five Directors: (01) Jacqueline
K. Barton, (02) David T. Buzzelli, (03) Anthony J.
Carbone, (04) Barbara Hackman Franklin and (05)
Harold T. Shapiro.
Agenda Item 2: Ratification of the appointment of Deloitte and
Touche LLP as Dow's independent auditors for 1999.
SEE REVERSE SIDE
<PAGE>
IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET,
PLEASE READ THE INSTRUCTIONS BELOW
The Dow Chemical Company encourages you to take advantage of new
and convenient ways to vote your shares for matters to be covered
at the 1999 ANNUAL MEETING OF STOCKHOLDERS. Please take the
opportunity to use any one of the three voting methods outlined
below to cast your ballot:
VOTE BY PHONE - 800-690-6903 (in
the US and Canada).
Use a touch-tone telephone to vote
your proxy 24 hours a day, 7 days a
week. Have your proxy card in hand
when you call. You will be
prompted to enter your individual
12-digit Control Number that
appears in the box below. Then
follow the simple instructions you
will hear.
VOTE BY INTERNET -
WWW.PROXYVOTE.COM/DOW
Use the Internet to vote your proxy
24 hours a day, 7 days a week.
Have your proxy card in hand when
you access the web site. You will
be prompted to enter your
individual 12-digit Control Number
that appears in the box below.
Then follow the simple instruction
on the screen.
VOTE BY MAIL
Mark, sign and date your proxy card
and return it in the enclosed
postage-paid envelope or return to:
The Dow Chemical Company, Proxy
Services, P.O. Box 9116,
Farmingdale, NY 11735-9547.
Your electronic proxy
authorizes the named proxies
to vote your shares just as
if you had marked, signed,
dated and mailed the proxy
card. If you vote by phone
or through the Internet,
please do NOT also mail your
proxy.
The Dow Annual Report and
Proxy Statement are either
enclosed or have been
delivered to you
electronically by email.
You may access both
documents at:
http://www.dow.com/99meeting
YOUR CONTROL NUMBER:
THANK YOU FOR VOTING - ADMITTANCE TICKET ON THE REVERSE SIDE.
SEE DIRECTIONS FOR COMPLETION ON THE REVERSE SIDE.
Fold & Tear Hear Fold & Tear Here
- - -----------------------------perforation-------------------------
The Dow Chemical Company
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 PLAN TRUSTEE IS AUTHORIZED TO
VOTE IN ACCORDANCE WITH ITS 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 five Directors:
(01) Jacqueline K. Barton, (02) David T. Buzzelli, (03) Anthony
J. Carbone, (04) Barbara Hackman Franklin and (05) Harold T.
Shapiro.
FOR ALL ___ WITHHOLD ALL ____ FOR ALL EXCEPT: ____
To withhold authority to vote for a candidate(s), mark "For All
Except" and write the nominee's number(s) or name(s) on the line
below.
_________________________________________
AGENDA ITEM 2: Ratification of the appointment of Dow's
independent auditors for 1999.
FOR _______ AGAINST _______ ABSTAIN _______
I plan to attend the Annual Meeting. __________
I have made comments on this card or an attachment
or have marked an address change. __________
The undersigned hereby revokes all proxies heretofore given by
the undersigned to vote at said meeting and at any adjournment
thereof.
PLEASE SIGN THIS PROXY AS THE NAME APPEARS ABOVE. WHEN SIGNING
AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, OR GUARDIAN,
PLEASE GIVE FULL NAME AS SUCH.
Signature (PLEASE SIGN WITHIN BOX) _______ Date _________
<PAGE>
