NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 11, 2000
March 23, 2000
Dear Dow Stockholder:
We are pleased to invite you to the Annual Meeting of
Stockholders of The Dow Chemical Company to be held on Thursday,
May 11, 2000, 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: J. Michael Cook, Willie D.
Davis, Michael D. Parker, J. Pedro Reinhard and Paul G. Stern.
2. Amendment of the Restated Certificate of Incorporation to
increase the number of authorized shares of Common Stock to one
billion five hundred million.
3. Ratification of the appointment of Deloitte & Touche LLP as
Dow's independent auditors for 2000.
4. Transaction of any other business as may properly come before
the Meeting.
Your vote is important. Whether or not you plan on attending the
Meeting, we hope you will vote your shares as soon as possible.
You may vote your shares by telephone, on the Internet, or by
mailing a completed form. Your voting form includes instructions
on each of these voting methods.
Your Board of Directors has set the close of business on March
13, 2000, 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 in the U.S. and
Canada) 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.
Thank you for your continued support and interest in The Dow
Chemical Company.
/s/John Scriven
Vice President
General Counsel and Secretary
Enclosures
<PAGE>
2000 ANNUAL MEETING OF STOCKHOLDERS
THE DOW CHEMICAL COMPANY
NOTICE OF THE ANNUAL MEETING AND PROXY STATEMENT
NOTICE OF THE ANNUAL MEETING 1
VOTING PROCEDURES 4
Voting Your Shares by Proxy 4
Dividend Reinvestment Program Shares and 4
Dow Employees' Savings Plan Shares
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: Candidates for Election as Director 6
Current Directors 8
Compensation of Directors 11
Section 16(a) Beneficial Ownership Reporting Compliance 11
AGENDA ITEM 2: AMENDMENT OF THE RESTATED CERTIFICATE OF 12
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK TO ONE BILLION FIVE HUNDRED
MILLION
AGENDA ITEM 3: RATIFICATION OF THE APPOINTMENT OF THE 14
INDEPENDENT AUDITORS
Financial Information
Stock Ownership of Management and Certain Other Persons 15
Pension Plans 16
Compensation Tables 17
Compensation Committee Report 19
Stockholder Return 21
OTHER INFORMATION 22
Future Stockholder Proposals 22
Nominations for Director 22
Notification of Future Annual Meeting Business 22
Additional Information Available 22
Other Matters 22
This Proxy Statement is issued in connection with the 2000 Annual
Meeting of Stockholders of The Dow Chemical Company, scheduled
for May 11, 2000.
<PAGE>
VOTING PROCEURES
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 two
resolutions 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 11, 2000, 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 policy of vote confidentiality. Proxies and
ballots of all stockholders are kept confidential from the
Company's management and Board unless disclosure is required by
law and in other limited circumstances. 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.
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 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.
DOW SHARES OUTSTANDING
At the close of business on the record date, March 13, 2000,
there were XXX,XXX,XXX shares of Dow common stock outstanding and
entitled to vote. Each share of common stock is entitled to one
vote. There are no shares of Preferred Stock outstanding.
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 Shareholder Communications 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 ten Board meetings in 1999. Thirteen of the Directors
attended 100 percent of the Board meetings and all of the
Directors then serving attended the last Annual Meeting of
Stockholders.
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 13, 2000,
the record date for the Annual Meeting.
COMMITTEES AND FUNCTION CHAIRMEN AND MEMBERS MEETINGS
IN 1999
EXECUTIVE COMMITTEE W. S. Stavropoulos, Chairman 12
Exercises the powers of A. J. Carbone
the Board to manage the M. D. Parker
Company between meetings F. P. Popoff
of the Board. J. P. Reinhard
AUDIT COMMITTEE B. H. Franklin, Chairman 4
Recommends a firm of J. C. Danforth
independent auditors to A. D. Gilmour
be appointed by the W. S. Stavropoulos
Board, subject to P. G. Stern
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.
COMMITTEE ON DIRECTORS W. D. Davis, Chairman 3
Studies the size and J. K. Barton
makeup of the Board and F. P. Popoff
its committees and H. T. Shapiro
recommends candidates W. S. Stavropoulos
for Board and committee P. G. Stern
membership.
COMPENSATION COMMITTEE H. T. Shapiro, Chairman 4
Establishes salaries, J. M. Cook
bonuses and other W. D. Davis
compensation for Dow B. H. Franklin
Directors and officers A. D. Gilmour
and for certain other P. G. Stern
managerial and
professional personnel.
Administers the
Company's award and
option plans.
ENVIRONMENT, HEALTH, D. T. Buzzelli, Chairman 3
SAFETY AND PUBLIC POLICY A. A. Allemang
COMMITTEE J. K. Barton
Assesses the Company's A. J. Carbone
environment, health and J. M. Cook
safety policies and J. C. Danforth
performance, and the W. D. Davis
social impact of Company E. C. Falla
decisions. B. H. Franklin
A. D. Gilmour
M. D. Parker
H. T. Shapiro
W. S. Stavropoulos
P. G. Stern
<PAGE>
THE BOARD OF DIRECTORS AND BOARD COMMITTEES (CONTINUED)
COMMITTEES AND FUNCTION CHAIRMEN AND MEMBERS MEETINGS
IN 1999
FINANCE COMMITTEE J. P. Reinhard, Chairman 5
Reviews Dow's financial A. J. Carbone
affairs and makes E. C. Falla
recommendations to the M. D. Parker
Board concerning F. P. Popoff
financial matters. W. S. Stavropoulos
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.
BOARD OF DIRECTORS' CLASSES
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 2000 Class II - 2001 Class III - 2002
J. Michael Cook Arnold A. Allemang Jacqueline K. Barton
Willie D. Davis John C. Danforth David T. Buzzelli
Michael D. Parker Enrique C. Falla Anthony J. Carbone
J. Pedro Reinhard Allan D. Gilmour Barbara Hackman
Franklin
Paul G. Stern Frank P. Popoff Harold T. Shapiro
William S. Stavropoulos
FUTURE BOARD CHANGES
As previously announced, effective November 1, 2000, the Board of
Directors has elected Mr. Stavropoulos as Chairman of the Board
and Mr. Parker as President and CEO.
The proposed merger of the Company and Union Carbide Corporation
is currently under review by regulatory authorities. The merger
agreement provides that when the merger becomes effective, two
current Union Carbide Directors will be appointed as additional
members of the Dow Board of Directors. As previously announced,
one of those new Dow Directors will be William H. Joyce, Union
Carbide's Chairman, President and CEO. The other new Director
has not yet been determined.
AGENDA ITEM 1
CANDIDATES FOR ELECTION AS DIRECTOR
In accordance with the recommendation of the Committee on
Directors, the Board of Directors has nominated J. Michael Cook,
Willie D. Davis, Michael D. Parker,J. Pedro Reinhard and Paul G.
Stern for election as Directors in Class I, to serve three-year
terms to expire at the Annual Meeting in the year 2003, 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, except for
Mr. Cook, have previously been elected as Directors by the
Company's stockholders. Information in the biographies of
candidates and continuing Directors that follows is current as of
March 13, 2000, the record date for the Annual Meeting.
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.
<PAGE>
CANDIDATES FOR ELECTION AS DIRECTOR (CONTINUED)
Photo 1
J. MICHAEL COOK, 57. RETIRED CHAIRMAN AND CEO OF DELOITTE &
TOUCHE LLP. DIRECTOR SINCE FEBRUARY 2000.
Chairman and CEO of Deloitte & Touche LLP 1989-99 and Chairman
and CEO of Deloitte, Haskins & Sells 1986-89. Director of
Columbia/HCA Healthcare Corporation and ChildrenFirst Inc.
Advisory Board of Fidelity Funds. Former Chairman of Deloitte &
Touche Foundation and Director of Deloitte Touche Tohmatsu. 62nd
member of the Accounting Hall of Fame 1999. Deloitte & Touche
LLP received the Catalyst Award and United Way Spirit of America
Award under Mr. Cook's leadership. Recipient of the Columbia
School of Business Botwinick Prize in Business Ethics, Yeshiva
University's Distinguished Leadership Award, Monmouth College's
Distinguished Business Leader, CEO Recognition Award from Women
in Technology International and Working Mother Magazine's Family
Champion of the Year Award. Member of the American Accounting
Association. Executive Committee of the Securities Regulation
Institute. Board of Trustees of the National Health Care Quality
Forum and the Center for Strategic and International Studies.
Board Member of Overseers of Columbia Business School, and the
Business Advisory Board of the University of Florida.
Photo 2
WILLIE D. DAVIS, 65. 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 and Marquette
University. Member of the Grambling College Foundation and the
Ewing Marion Kauffman Center for Entrepreneurial Leadership
Development Committee.
Photo 3
MICHAEL D. PARKER, 53. 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. Business Vice President for
Chemicals 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 4
J. PEDRO REINHARD, 54. 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 Executives Institute and The Conference
Board's Council of Financial Executives.
<PAGE>
CANDIDATES FOR ELECTION AS DIRECTOR (CONTINUED)
Photo 5
PAUL G. STERN, 61. 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. 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.; ePlus, 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. Treasurer, John F. Kennedy Center for the
Performing Arts, Washington, D.C. Board of Trustees, Library of
Congress.
CURRENT DIRECTORS
Photo 6
ARNOLD A. ALLEMANG, 57. 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* and Dorinco Reinsurance Company. Representative on the
Members Committees of DuPont Dow Elastomers L.L.C.* President of
Dow Environmental Inc.* Member of the American Chemical Society;
the Advisory Board, Center for Chemical Process Safety, American
Institute of Chemical Engineers; and College of Engineering
Advisory Council, Kansas State University.
Photo 7
JACQUELINE K. BARTON, 47. ARTHUR AND MARIAN HANISCH MEMORIAL
PROFESSOR OF CHEMISTRY, CALIFORNIA INSTITUTE OF TECHNOLOGY.
DIRECTOR SINCE 1993.
Assistant Professor of Chemistry and Biochemistry, Hunter
College, City University of New York 1980-82. Columbia
University: Assistant Professor 1983-85, Associate Professor
1985-86, Professor of Chemistry and Biological Sciences 1986-89.
California Institute of Technology: Professor of Chemistry 1989
to date, Arthur and Marian Hanisch Memorial Professor of
Chemistry 1997 to date. Named a MacArthur Foundation Fellow
1991. Recipient of the American Chemical Society ("ACS") William
H. Nichols Medal Award 1997, Columbia University Medal of
Excellence 1992, ACS Garvan Medal 1992, Mayor of New York's Award
in Science and Technology 1988, ACS Award in Pure Chemistry 1988
and the Alan T. Waterman Award of the National Science Foundation
1985. Member of the American Academy of Arts and Sciences and
the Gilead Sciences Scientific Advisory Board. Trustee of
Barnard College.
Photo 8
DAVID T. BUZZELLI, 58. 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, Asea Brown Boveri.
Advisory Council, International Institute for Sustainable
Development, China Council for International Cooperation on
Environment and Development, and Princeton University
Environmental Institute Advisory Council.
<PAGE>
CURRENT DIRECTORS (CONTINUED)
Photo 9
ANTHONY J. CARBONE, 59. VICE CHAIRMAN OF THE BOARD OF DIRECTORS
AND 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 STYROFOAM(tm)
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. Vice Chairman of the Board of Directors, February 2000
to date. Board member of the Society of Plastics Industries and
the American Plastics Council. Member of the American Chemical
Society and Advisory Council for the Heritage Foundation.
Photo 10
JOHN C. DANFORTH, 63. PARTNER OF BRYAN CAVE LLP AND FORMER
UNITED STATES SENATOR. DIRECTOR SINCE 1996.
Partner with the law firm of Bryan Cave LLP with offices in St.
Louis, Kansas City, and fourteen other cities in the United
States and abroad, 1995 to date. Attorney General of Missouri
1969-76. United States Senate 1976-95, serving on the Committee
on Finance; Committee on Commerce, Science and Transportation;
and the Select Committee on Intelligence. Director of General
American Life Insurance Company; 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 11
ENRIQUE C. FALLA, 60. 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.
Photo 12
BARBARA HACKMAN FRANKLIN, 59. 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.; Milacron, Inc.; and MedImmune, Inc.
<PAGE>
CURRENT DIRECTORS (CONTINUED)
Photo 13
ALLAN D. GILMOUR, 65. 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 14
FRANK P. POPOFF, 64. 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
Business Council for Sustainable Development, the Council for
Competitiveness, and the American Chemical Society.
Photo 15
HAROLD T. SHAPIRO, 64. 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.
Photo 16
WILLIAM S. STAVROPOULOS, 60. 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.
* A number of Company entities are referenced to 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. Dorinco
Reinsurance Company, 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., Liana
Limited and Mycogen Corporation - all ultimately wholly owned
subsidiaries of Dow. Ownership by Dow described above may be
either direct or indirect.
<PAGE>
COMPENSATION OF DIRECTORS
DIRECTORS' FEES
Directors' fees are paid only to Directors who are not Dow
employees as follows:
Board Service $45,000 annually
Each Board Committee $ 8,000 annually
Each Committee Chairmanship $ 8,000 annually
Nonemployee Directors receive a one-time grant of 1,500 shares of
the Company's common stock, subject to certain transfer
restrictions specified by the Compensation Committee. No such
grants were made in 1999. Mr. Cook received a grant in February
2000.
DEFERRED COMPENSATION PLAN
Nonemployee Directors may elect, prior to the start of any Board
year (from election or from the Annual Meeting to the next Annual
Meeting) to have all or part of their fees credited to a deferred
compensation account. At the election of the Director, this may
be a cash account or an account in units based on the value of
Dow common stock. Amounts credited to the Director's account
will accrue interest either equivalent to 125 percent of the 120-
month rolling average of the ten-year U.S. Treasury Note
determined on September 30 of the preceding year, or amounts
equivalent to dividends paid on Dow common stock. Such deferred
amounts will be paid in 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.
OPTION GRANTS
Nonemployee Directors may receive 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 second grant under the Option Plan, made in 1999,
options for the purchase of 1,200 shares were granted to
participating nonemployee Directors who owned at least 2,000
shares of Dow common stock for at least a year prior to the
grant. Nonemployee Directors who had not previously received an
Option Plan grant were eligible for such a grant if they owned at
least 1,500 shares of Dow common stock. All nonemployee Directors
qualified for a grant in 1999.
STOCK INCENTIVE PLAN
As a substitute for a nonemployee Directors' pension plan
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 1999, each nonemployee Director received an option
grant for the purchase of 1,100 shares of Dow common stock.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
On April 13, 1999, cash dividends from holdings of Company stock
that had accumulated in the Individual Retirement Account of Mr.
Allemang were reinvested in Company common stock. This
reinvestment purchase was reportable under the requirements of
Section 16(a) of the Securities Exchange Act of 1934. The report
was filed on June 8, 1999, approximately a month after the report
due date of May 10, 1999. Mr. Allemang had not been fully
advised of the reporting obligations for such a transaction.
<PAGE>
AGENDA ITEM 2
APPROVAL OF AN AMENDMENT TO THE COMPANY'S
RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
Your Board of Directors proposes to amend the Company's Restated
Certificate of Incorporation to increase the number of authorized
shares of Common Stock. The purpose of this proposal is to
enable the Company to effect potential future stock splits and
stock dividends that will make Dow stock affordable for a broader
base of stockholders, and to issue Common Stock for other proper
corporate purposes that may be identified in the future. The
proposed amendment would increase the number of authorized shares
of Common Stock from 500,000,000 shares to 1,500,000,000 shares.
The Board of Directors adopted the proposed amendment to the
Restated Certificate of Incorporation at its February 10, 2000
meeting, subject to stockholder approval, and declared the
proposal to be advisable. Accordingly, stockholders are asked to
vote on the following resolution:
RESOLVED, THAT THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION BE AMENDED TO INCREASE THE TOTAL NUMBER OF SHARES
OF COMMON STOCK THAT THE COMPANY IS AUTHORIZED TO ISSUE TO ONE
BILLION FIVE HUNDRED MILLION (1,500,000,000) SHARES OF COMMON
STOCK, TO BE EFFECTED BY AMENDING ARTICLE IV, SECTION 4.1, AND
THE FIRST SENTENCE OF SECTION 4.3 OF THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION, SO THAT SECTION 4.1 SHALL READ IN
ITS ENTIRETY AS FOLLOWS:
SECTION 4.1 TOTAL NUMBER OF SHARES OF STOCK
THE TOTAL NUMBER OF SHARES OF STOCK OF ALL CLASSES THAT THE
COMPANY SHALL HAVE AUTHORITY TO ISSUE IS ONE BILLION SEVEN
HUNDRED FIFTY MILLION SHARES. THE AUTHORIZED CAPITAL STOCK IS
DIVIDED INTO TWO HUNDRED FIFTY MILLION SHARES OF PREFERRED STOCK
OF THE PAR VALUE OF ONE DOLLAR EACH (HEREINAFTER THE "PREFERRED
STOCK") AND ONE BILLION FIVE HUNDRED MILLION SHARES OF COMMON
STOCK OF THE PAR VALUE OF TWO DOLLARS AND FIFTY CENTS EACH
(HEREINAFTER THE "COMMON STOCK").
AND SO THAT THE FIRST SENTENCE OF SECTION 4.3 SHALL READ AS
FOLLOWS:
SECTION 4.3 COMMON STOCK
THE ONE BILLION FIVE HUNDRED MILLION SHARES OF COMMON STOCK OF
THE COMPANY SHALL BE OF ONE AND THE SAME CLASS.
A copy of the Company's Restated Certificate of Incorporation may
be obtained upon request by calling the Office of the Corporate
Secretary at 877-227-3294 (a toll-free number in the U.S. and
Canada) or 517-636-5915.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSED
AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION.
REASONS FOR THE AMENDMENT
An increase in the amount of Common Stock authorized by the
Company's Restated Certificate of Incorporation is necessary for
the Company to declare a three-for-one stock split and it is the
intention of the Board of Directors to take that action if this
amendment is approved. This planned stock split would be
effected as a dividend of two additional shares of Common Stock
for each share of Common Stock then issued, so that the resulting
post-split number of shares in each account is three times the
pre-split number of shares. Without approval of the proposed
amendment to the Company's Restated Certificate of Incorporation,
the Company would not have sufficient authorized capital to
declare a three-for-one stock split. Generally, stock splits are
intended to shift the market price range of Common Stock to a
level that will facilitate increased trading activity and will
broaden the marketability of the Common Stock.
Approval of the proposed amendment will allow the Company to
declare a corresponding stock split in the form of a stock
dividend while maintaining the current ratio of issued-to-
authorized shares of Common Stock, thereby maintaining the same
flexibility that currently exists for the Company to use capital
stock for future business and financial purposes. Authorized but
unissued shares of Common Stock may be used by the Company for
any purpose permitted under Delaware law, including to raise
capital; to provide equity incentives to employees, officers and
Directors; and to enter strategic transactions that the Board of
Directors believes provide the potential for growth and profit.
Authorized but unissued shares of Common Stock may also be used
to oppose a hostile takeover attempt or to delay or prevent a
change in control of the Company, although the Company has no
present intention to issue shares for such purpose. The proposed
amendment has been prompted by business and financial
considerations, and the Company is not aware of any threat of
takeover or change in control. While approval of the proposed
amendment to the Company's Restated Certificate of Incorporation
will increase the number of authorized shares, the ratio of
issued-to-authorized shares of Common Stock would remain
unchanged after a three-for-one stock split.
<PAGE>
Under the proposed amendment, each of the newly authorized shares
of Common Stock will have the same rights and privileges as
currently authorized Common Stock. Adoption of the proposed
amendment will not affect the rights of the holders of currently
outstanding Common Stock of the Company nor will it change the
par value of the Common Stock. The last increase in the number
of authorized shares of Common Stock was approved by stockholders
in 1976.
BACKGROUND INFORMATION
The number of shares of Common Stock issued as of the record date
for the Annual Meeting, March 13, 2000, was 327,125,854, which
includes XXX,XXX,XXX shares that the Company holds as treasury
stock. The Company has committed to deliver shares it holds as
treasury stock to the stockholders of Union Carbide Corporation
in exchange for their Union Carbide stock upon consummation of
the Company's proposed merger with Union Carbide. STOCKHOLDER
APPROVAL OF THE PROPOSED AMENDMENT TO THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION IS NOT NECESSARY TO COMPLETE THE
PROPOSED MERGER WITH UNION CARBIDE BECAUSE THERE ARE CURRENTLY
SUFFICIENT TREASURY SHARES TO COMPLETE THAT TRANSACTION. There
are also XX,XXX,XXX shares subject to issuance for outstanding
awards under various benefit plans for employees and Directors.
The remaining XXX,XXX,XXX shares that are currently authorized
but unissued are not sufficient for a three-for-one stock split.
The authorized capital of the Company currently consists of
500,000,000 shares of Common Stock, $2.50 par value per share,
and 250,000,000 shares of Preferred Stock, $1.00 par value per
share. Since the proposed amendment would increase the number of
authorized shares of Common Stock to 1,500,000,000, the total
number of authorized shares would thereby be increased to
1,750,000,000. The proposed amendment to increase the authorized
number of shares of Common Stock does not change the number of
shares of Preferred Stock that the Company is authorized to
issue. There are no shares of Preferred Stock currently
outstanding.
If the proposed amendment is adopted, it will become effective
upon filing of a Certificate of Amendment to the Company's
Restated Certificate of Incorporation with the Secretary of the
State of Delaware. However, if stockholders approve the proposed
amendment to the Company's Restated Certificate of Incorporation,
the Board of Directors retains the discretion under Delaware law
to abandon and not implement the proposed amendment to the
Restated Certificate of Incorporation and the number of
authorized shares would accordingly remain at current levels.
The Company has been advised by tax counsel that a split in the
form of a stock dividend would result in no gain or loss or
realization of taxable income to the holders of Common Stock
under existing federal tax law. Non-U.S. stockholders should
consult with their financial advisors regarding tax treatment in
other jurisdictions.
EFFECT ON PROPOSED MERGER WITH UNION CARBIDE
As indicated above, stockholder approval of the proposed
amendment to the Company's Restated Certificate of Incorporation
is not necessary to complete the Company's proposed merger with
Union Carbide. If the Company's merger with Union Carbide has
not been completed prior to the record date of the contemplated
stock split, the number of shares of Dow Common Stock to be
issued upon consummation of the merger to Union Carbide
stockholders for each share of Union Carbide common stock that
they hold will be increased to reflect the stock split since they
will be ineligible for the stock dividend itself. If the record
date for the contemplated stock split is on or after the
effective date of the Company's merger with Union Carbide, there
will be no adjustment for the stock split in the exchange ratio
for the merger and former Union Carbide stockholders will
participate equally with other Company stockholders in receiving
the stock dividend.
VOTE NECESSARY TO APPROVE PROPOSAL
The affirmative vote of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the
meeting is necessary for approval of Agenda Item 2. Proxies that
are granted without providing voting instructions will be voted
FOR approval of Agenda Item 2.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
THE PROPOSED AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION.
<PAGE>
AGENDA ITEM 3
RATIFICATION OF THE APPOINTMENT
OF THE INDEPENDENT AUDITORS
RESOLVED, THAT THE APPOINTMENT BY THE BOARD OF DIRECTORS OF
DELOITTE & TOUCHE LLP TO AUDIT THE 2000 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 2000. Deloitte &
Touche LLP has audited Dow's financial statements for more than
eighty-five years and served as its independent auditors for
1999. 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 2000,
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, 1999, 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 2000,
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 INDPENDENT AUDITORS FOR 2000.
<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. The table reports ownership as
of February 10, 2000.
<TABLE>
<CAPTION>
RIGHTS PERCENTAGE OF
TO ACQUIRE COMMON SHARES
SHARES OF DOW BENEFICIAL BENEFICIALLY
COMMON STOCK OWNERSHIP OF OWNED PLUS
RIGHTS TO
BENEFICIALLY SHARES OF DOW ACQUIRE
NAME OWNED* COMMON STOCK** OWNERSHIP**
DIRECTORS:
<S> <C> <C> <C>
A. A. Allemang 28,138.5 77,993.0 ***
J. K. Barton 2,000.0 3,850.0 ***
D. T. Buzzelli 22,148.5 153,000.0 ***
A. J. Carbone 34,467.9(a) 154,027.0 ***
J. C. Danforth 1,500.0 ***
J. M. Cook 1,500.0 ***
W. D. Davis 2,050.0 3,600.0 ***
E. C. Falla 122,969.0(a) 70,000.0 ***
B. H. Franklin 2,651.7 3,850.0 ***
A. D. Gilmour 2,500.0 ***
M. D. Parker 35,936.4(a) 163,147.0 ***
F. P. Popoff 238,495.5(a) 480,000.0 0.32%
J. P. Reinhard 45,687.3(a) 77,001.0 ***
H. T. Shapiro 2,548.7 3,850.0 ***
W. S. Stavropoulos 102,287.1(a) 454,531.0 0.25%
P. G. Stern 3,500.0 3,850.0 ***
21 DIRECTORS AND
EXECUTIVE OFFICERS
AS A GROUP 690,369.2(a) 1,879,398.0 1.18%
CERTAIN OTHER
OWNERS(b)
Sanford C. 15,570,598.0(c) 6.92%
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 20, 2000, 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 1999-2000 Employees'
Stock Purchase Plan. The shares indicated in this column have
not been issued and cannot be voted.
*** Less than 0.1 percent.
(a) Directors Carbone, 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 February
10, 2000, the DEPP beneficially owned 1,838,319 shares of Dow
common stock. The named individuals, and all other Directors and
officers, disclaim beneficial ownership of Dow common stock owned
by the DEPP.
(b) 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 December 31, 1999, filed
by Sanford C. Bernstein & Co., Inc., in its role as an investment
advisor and broker/dealer for various clients.
<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.
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 single-life annuities for participants who retire at age 65.
While a single life annuity provides a higher retiree benefit,
most participants elect pensions with survivorship provisions.
<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>
700,000 239,000 302,000 351,000 384,000 403,000 406,000 406,000
800,000 274,000 346,000 402,000 440,000 461,000 465,000 465,000
900,000 309,000 391,000 453,000 496,000 520,000 525,000 525,000
1,000,000 344,000 435,000 504,000 552,000 579,000 584,000 584,000
1,100,000 378,000 479,000 555,000 608,000 637,000 643,000 643,000
1,200,000 413,000 523,000 606,000 664,000 696,000 702,000 702,000
1,300,000 448,000 567,000 657,000 720,000 755,000 762,000 762,000
1,400,000 483,000 611,000 708,000 776,000 814,000 821,000 821,000
1,500,000 517,000 655,000 760,000 832,000 872,000 880,000 880,000
1,600,000 552,000 699,000 811,000 888,000 931,000 939,000 939,000
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 1,048,000 1,058,000 1,058,000
</TABLE>
For the persons named in the Summary Compensation Table, the
years of credited service and 1999 compensation covered by the
pension plans as of December 31, 1999 are: Messrs. Stavropoulos
- - 32.6 years, $1,786,661; Allemang - 34.6, $716,255; Carbone -
37.5, $1,009,010; Reinhard - 29.2, $971,410.
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, 1999 was 1,597,050 Swiss francs
(approximately $1,005,952). His total service is 31.3 years.
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
LONG
OTHER DEFERRED/ SECURITIES -TERM ALL
ANNUAL RESTRICTED UNDERLYING INCEN- OTHER
NAME COMPEN STOCK OPTIONS/ TIVE COMPEN
AND PRINCIPAL SALARY BONUS -SATION AWARDS SARS PAYOUTS -SATION
POSITIONS YEAR ($) ($) ($) ($)(A) (# SHARES) ($)(B) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
W. S. Stavropoulos 1999 986,664 1,560,000 0 0 120,000 Shares(d) 62,379 136,130(f)
President and 1998 908,338 675,000 0 0 100,000 Shares(e) 62,379 94,438(g)
Chief Executive 1997 835,008 1,000,000 0 0 125,000 Shares 333,077 29,220(g)
Officer
A. A. Allemang 1999 407,420 500,000 80,845(c) 0 36,000 Shares(d) 4,280 44,546(f)
Vice President, 1998 381,684 280,000 0 0 30,000 Shares(e) 4,280 36,926(g)
Operations 1997 373,254 450,000 55,211(c) 0 35,000 Shares 3,985 11,405(g)
A. J. Carbone 1999 574,040 765,000 0 0 52,800 Shares(d) 18,103 91,471(f)
Executive Vice 1998 539,784 400,000 0 0 46,000 Shares(e) 18,103 59,514(g)
President, Global 1997 507,338 600,000 0 0 50,000 Shares 16,854 25,093(g)
Plastics and
Hydrocarbons
& Energy
M. D. Parker 1999 553,000 735,000 0 0 52,800 Shares(d) 12,006 3,198(f)
Executive Vice 1998 522,334 385,000 114,580(c) 0 46,000 Shares(e) 12,006 6,689
President, Global 1997 483,670 600,000 142,077(c) 0 50,000 Shares 11,178 35,807
Chemicals.
President, Dow
North America
J. P. Reinhard 1999 553,000 735,000 0 0 52,800 Shares(d) 17,226 52,249(f)
Executive Vice 1998 522,334 385,000 0 0 46,000 Shares(e) 17,226 47,747(g)
President and 1997 483,338 600,000 0 0 50,000 Shares 16,038 29,445(g)
Chief Financial
Officer
</TABLE>
(a) There were no grants of restricted or deferred stock
outstanding on 12/31/99 for the named executives.
(b) This column represents cash payouts from Dividend Unit awards
granted in prior years.
(c) Compensation to employees for foreign service assignments for
taxes in excess of those that would otherwise be incurred.
(d) 62.5% of the shares 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 2/16/04.
(e) Half of the shares 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 $150 per share by 2/27/03.
(f) All other compensation details for 1999 appear in the
separate chart below.
(g) Amounts previously reported in this column for 1998 and 1997
are restated to reflect Elective Deferral Plan interest
calculated on an accrual rather than vested basis.
<TABLE>
DETAILS OF ALL OTHER COMPENSATION FROM 1999 SUMMARY COMPENSATION TABLE
<CAPTION>
PERSONAL
LIFE KEY EXCESS TOTAL
DEFERRED ELECTIVE ELECTIVE INSURANCE EMPLOYEE LIABILITY OTHER
CASH DEFERRAL DEFERRAL ECONOMIC INSURANCE INSUR COMPEN
INTEREST INTEREST CO MATCH BENEFIT PREMIUMS -ANCE 401(K) -SATION
NAME ($) ($) ($) ($) ($) ($) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
W. S. Stavropoulos 0 46,430 10,200 53,859 18,414 827 6,400 136,130
A. A. Allemang 0 9,761 0 22,072 5,486 827 6,400 44,546
A. J. 0Carbone 0 32,654 10,200 31,078 10,312 827 6,400 91,471
M. D. Parker 0 0 0 2,371 0 827 0 3,198
J. P. Reinhard 0 296 0 35,746 8,980 827 6,400 52,249
</TABLE>
<PAGE>
<TABLE>
OPTION GRANTS IN 1999
<CAPTION>
INDIVIDUAL GRANTS
PERCENT
OF TOTAL
OPTIONS
NUMBER OF GRANTED
SECURITIES TO POTENTIAL REALIZABLE VALUE AT ASSUMED
UNDERLYING EMPLOYEES EXERCISE ANNUAL RATES OF STOCK PRICE APPRECIATION
OPTIONS IN OR BASE EXPIR- FOR 10-YEAR OPTION TERM (A)
GRANTED FISCAL PRICE ATION
NAME (#) YEAR ($/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) 12,950,699,652(b)32,685,099,121 (b)
All Optionees 5,000 $91.1250 01/04/09 0 287,044 724,444
3,048,300 $93.3125 02/16/09 0 179,200,031 452,266,745
1,500 $98.3438 03/01/09 0 92,935 234,550
3,400 $93.6250 04/01/09 0 200,545 506,137
4,000 $94.0000 04/06/09 0 236,880 597,840
3,000 $128.6250 07/01/09 0 243,101 613,541
3,000 $126.0625 08/02/09 0 238,258 601,318
8,500 $117.9063 11/01/09 0 631,388 1,593,504
5,000 $117.6250 12/01/09 0 370,519 935,119
3,081,700 100% 0(c) 181,500,701(c) 458,073,198(c)
All Optionees' Gain
as % of All N/A N/A N/A N/A N/A 1.4% 1.4%
Shareholders' Gain
W. S. Stavropoulos 75,000(d) 2.4% $93.3125 02/16/09 0 4,409,016 11,127,516
45,000(e) 1.5% $93.3125 08/16/04 0 2,645,409 6,676,509
A. A. Allemang 22,500(d) 0.7% $93.3125 02/16/09 0 1,322,705 3,338,255
13,500(e) 0.4% $93.3125 08/16/04 0 793,623 2,002,953
A. J. Carbone 33,000(d) 1.1% $93.3125 02/16/09 0 1,939,967 4,896,107
19,800(e) 0.6% $93.3125 08/16/04 0 1,163,980 2,937,664
M. D. Parker 33,000(d) 1.1% $93.3125 02/16/09 0 1,939,967 4,896,107
19,800(e) 0.6% $93.3125 08/16/04 0 1,163,980 2,937,664
J. P. Reinhard 33,000(d) 1.1% $93.3125 02/16/09 0 1,939,967 4,896,107
19,800(e) 0.6% $93.3125 08/16/04 0 1,163,980 2,937,664
(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 $93.3125
exercise price applicable to options granted in 1999 to the named
executives based on the 220,299,168 shares outstanding on the
2/16/99 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 2/16/99. Options vest in
three equal annual installments, beginning 2/16/00.
(e) This was a single grant made on 2/16/99. The options vest if
at all upon achieving the performance criteria of daily average
market price of Dow stock of $150 per share by 2/16/04.
</TABLE>
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 1999, OPTION VALUES
<CAPTION>
NUMBER
OF SECURITIES NUMBER OF SECURITIES VALUE OF UNEXERCISED,
UNDERLYING UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS/SARS VALUE OPTIONS AT 12/31/99 (#) 12/31/99 ($)
EXERCISED REALIZED
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
W. S. Stavropoulos 105,000 7,842,814 411,666 203,334 24,149,348 8,139,402
A. A. Allemang 40,000 2,024,376 65,000 61,000 3,480,625 2,441,813
A. J. Carbone 20,000 1,483,750 134,666 91,134 7,715,285 3,649,790
M. D. Parker 0 0 143,666 91,134 8,326,035 3,649,790
J. P. Reinhard 59,000 3,317.126 57,666 91,134 2,949,160 3,649,790
</TABLE>
12/31/99 Fair Market Value = $132.625
<PAGE>
<TABLE>
LONG-TERM INCENTIVE PLAN AWARDS IN 1999
<CAPTION>
NUMBERS PERFORMANCE ESTIMATED FUTURE PAYOU
TS UNDER
OF OR OTHER NON-STOCK-PRICE-BASED PL
ANS
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 30,000 1999-2003 0 30,000 67,500
A. A. Allemang 9,000 1999-2003 0 9,000 20,250
A. J Carbone 13,200 1999-2003 0 13,200 29,700
M. D. Parker 13,200 1999-2003 0 13,200 29,700
J. P. Reinhard 13,200 1999-2003 0 13,200 29,700
</TABLE>
(a) Performance shares are earned by meeting or exceeding the
Company's stated strategic financial performance objectives over
a five-year period beginning on January 1, 1999 and ending on
December 31, 2003. Specific program measures 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 February 16 2004 and February 16, 2005. Market
rate dividend equivalents accrue on earned shares from date of
grant and become payable February 16, 2005.
COMPENSATION COMMITTEE REPORT
THE COMMITTEE
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 in the
attraction and retention of talented leaders, and is linked
closely to individual performance, Company performance, and
increases in Dow shareholder value.
EXECUTIVE COMPENSATION
At the start 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 about the individual performance of each
executive compared to pre-established goals, individual
compensation plans are established. The Committee meets with the
Vice President of Human Resources to review similar information
on the Chief Executive Officer (who is absent from this portion
of the meeting). 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 in the graphs on page 21. For 1999, 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 so that they
come 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.
For 1999, the Committee reviewed the goals established by the
Chief Executive Officer. Specifically, the Committee considered
the following factors: economic profit, earnings per share,
return on stockholders' equity, progress towards 2005 EH&S goals,
building effective relationships with all stakeholders of the
company, and implementation of Dow's long-term strategic plan.
Thus, his 1999 base pay was increased both to reflect his
performance in these areas and to maintain his base salary within
the competitive range.
<PAGE>
COMPENSATION COMMITTEE REPORT (CONTINUED)
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)
The Executive Performance Plan (the "Plan"), first established in
1994, 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 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 1999. 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 key company goals,
and the competitive environment.
LONG-TERM INCENTIVE COMPENSATION
In 1999, 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 with a three-year pro-rata vesting period were granted 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 the second component of the program. For
Step Options granted in 1999, the price of Dow shares must rise
to $150 per share within 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 for
1999 was Performance Shares. Participating Executives will earn
shares of deferred stock based upon the Company's financial
performance over a five-year period (1999-2003). 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 1999,
the Committee evaluated progress on:
- -The optimization of Dow's business portfolio, including the
identification, execution, and management of acquisitions and
divestitures.
- -The furthering of Dow's value-growth initiatives, including
progress in the development of New Business opportunities.
- -Initiatives regarding the development of Dow employees,
including the recruitment and retention of a talented global
workforce.
- -Progress towards meeting the company's 2005 Environmental,
Health, and Safety goals.
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 1999 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.
SHARE OWNERSHIP GUIDELINES
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
J. Michael Cook
Willie D. Davis
Barbara Hackman Franklin
Allan D. Gilmour
Paul G. Stern
<PAGE>
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
1994 $100.00 $100.00 $100.00
1995 $108.71 $137.55 $130.62
1996 $125.88 $169.11 $172.52
1997 $169.23 $225.52 $212.03
1998 $157.42 $289.96 $193.12
1999 $238.42 $350.63 $252.07
TEN-YEAR CUMULATIVE TOTAL RETURN
DOW S&P 500 S&P CHEMICALS
1989 $100.00 $100.00 $100.00
1990 $70.05 $96.90 $84.91
1991 $83.31 $126.36 $110.73
1992 $92.81 $135.98 $121.31
1993 $96.38 $149.66 $135.67
1994 $118.69 $151.64 $157.07
1995 $129.03 $208.58 $205.16
1996 $149.41 $256.45 $270.97
1997 $200.87 $341.98 $333.04
1998 $186.85 $439.70 $303.34
1999 $282.99 $531.69 $395.93
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>
OTHER INFORMATION
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.* Under the rules of
the Securities and Exchange Commission, proposals must be
received no later than November 23, 2000.
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.*
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* between
November 23, 2000, and January 22, 2001. 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.*
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.* For the
2001 Annual Meeting, written notice must be given between
November 23, 2000, and January 22, 2001. 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.*
ADDITIONAL INFORMATION AVAILABLE
Dow's Proxy Statement and Annual Report are posted on Dow's
website: http://www.dow.com in both HTML and PDF formats. The
annual report on Form 10-K is also available on the website.
Printed copies of each of these documents will be sent without
charge to any stockholder sending a written request to Dow's
stock transfer agent: EquiServe, P.O. Box 8038, Boston, MA 02266-
8038.
OTHER MATTERS
The Board does not intend to present any business at the Meeting
not described in this Proxy Statement. The enclosed proxy 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
General Counsel and Secretary
Midland, Michigan
March 23, 2000
*The address is:
Office of the Corporate Secretary
The Dow Chemical Company
2030 Dow Center
Midland, MI 48674
<PAGE>
APPENDIX
List of Photos of Directors and Omitted Graphics
Photo 1 Photograph of J. Michael Cook
Photo 2 Photograph of Willie D. Davis
Photo 3 Photograph of Michael D. Parker
Photo 4 Photograph of J. Pedro Reinhard
Photo 5 Photograph of Paul G. Stern
Photo 6 Photograph of Arnold A. Allemang
Photo 7 Photograph of Jacqueline K. Barton
Photo 8 Photograph of David T. Buzzelli
Photo 9 Photograph of Anthony J. Carbone
Photo 10 Photograph of John C. Danforth
Photo 11 Photograph of Enrique C. Falla
Photo 12 Photograph of Barbara Hackman Franklin
Photo 13 Photograph of Allan D Gilmour
Photo 14 Photograph of Frank P. Popoff
Photo 15 Photograph of Harold T. Shapiro
Photo 16 Photograph of William S. Stavropoulos
PERFORMANCE GRAPHS - Values provided for EDGAR only but
shareholders given line graph.
A. Five-Year Cumulative Total Return
B. Ten-Year Cumulative Total Return
- --------------------------REGISTERED-----------------------------
- -----------------------------------------------------------------
THE DOW CHEMICAL COMPANY
2000 Annual Meeting of Stockholders
MIDLAND CENTER FOR THE ARTS
1801 WEST ST. ANDREWS, MIDLAND, MICHIGAN, USA
MAY 11, 2000 - 2:00 P.M.
ADMITTANCE TICKET
THIS TICKET ENTITLES THE STOCKHOLDER(S) LISTED ON THE REVERSE
SIDE TO ATTEND THE DOW 2000 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-------------------------
2000 ANNUAL MEETING OF STOCKHOLDERS The Dow Chemical Company
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints A. J. Carbone, J. C. Danforth and
F. P Popoff, 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 on Thursday, May
11, 2000, 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, FOR AGENDA ITEM 3,
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) J. Michael
Cook, (02) Willie D. Davis, (03) Michael D.
Parker, (04) J. Pedro Reinhard and (05) Paul G.
Stern.
Agenda Item 2: Amendment of the Restated Certificate of
Incorporation to increase the number of authorized
shares of Common Stock to one billion five hundred
million.
Agenda Item 3: Ratification of the appointment of Deloitte and
Touche LLP as Dow's independent auditors for 2000.
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.
Please sign, date and promptly return this proxy form in the
enclosed envelope to the tabulating agent:
Proxy Services, P.O. Box 9141, Farmingdale, NY 11735-9547
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 2000 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, FOR AGENDA ITEM 2 AND FOR AGENDA ITEM 3. 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, 2 AND 3.
AGENDA ITEM 1: Election of five Directors:
(01) J. Michael Cook, (02) Willie D. Davis, (03) Michael D.
Parker, (04) J. Pedro Reinhard and (05) Paul G. Stern.
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: Amendment of the Restated Certificate of
Incorporation to increase the number of authorized shares of
Common Stock to one billion five hundred million.
FOR _______ AGAINST _______ ABSTAIN _______
AGENDA ITEM 3: Ratification of the appointment of Dow's
independent auditors for 2000.
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>
- --------------------------SESP & HESP----------------------------
- -----------------------------------------------------------------
THE DOW CHEMICAL COMPANY
2000 Annual Meeting of Stockholders
MIDLAND CENTER FOR THE ARTS
1801 WEST ST. ANDREWS, MIDLAND, MICHIGAN, USA
MAY 11, 2000 - 2:00 P.M.
ADMITTANCE TICKET
THIS TICKET ENTITLES THE STOCKHOLDER LISTED ON THE REVERSE SIDE
TO ATTEND THE DOW 2000 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-------------------------
2000 ANNUAL MEETING OF STOCKHOLDERS The Dow Chemical Company
CONFIDENTIAL VOTING INSTRUCTIONS
TO: BANKERS TRUST COMPANY ("THE TRUSTEE")
THE DOW HOURLY EMPLOYEES' SAVINGS PLAN
THE DOW SALARIED EMPLOYEES' SAVINGS PLAN
The undersigned hereby directs the Trustee to vote all shares of
common stock of THE DOW CHEMICAL COMPANY ("Dow") credited to the
undersigned's account in the Hourly Employees' Savings Plan or
the Salaried Employees' Savings Plan (the "Plans") as of the
record date for the Annual Meeting of Stockholders of The Dow
Chemical Company to be held on May 11, 2000, 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 Trustee and its agents not to disclose to the Dow
Board or management how individuals in this Plan have voted.
THE TRUSTEE IS DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE SIDE,
OR IF NO SPECIFICATION IS MADE, FOR THE ELECTION OF FIVE
DIRECTORS, FOR AGENDA ITEM 2, FOR AGENDA ITEM 3, AND TO VOTE IN
ACCORDANCE WITH ITS DISCRETION ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING. TO VOTE IN ACCORDANCE WITH THE
DOW BOARD OF DIRECTORS' RECOMMENDATIONS, JUST SIGN AND DATE ON
THE REVERSE SIDE - NO VOTING BOXES NEED TO BE CHECKED. IN
ACCORDANCE WITH THE TERMS OF THE PLAN, THE TRUSTEE SHALL VOTE ALL
COMMON SHARES IN THE ACCOUNTS OF MEMBERS OF THE RESPECTIVE PLANS
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) J. Michael
Cook, (02) Willie D. Davis, (03) Michael D.
Parker, (04) J. Pedro Reinhard and (05) Paul G.
Stern.
Agenda Item 2: Amendment of the Restated Certificate of
Incorporation to increase the number of authorized
shares of Common Stock to one billion five hundred
million.
Agenda Item 3: Ratification of the appointment of Deloitte and
Touche LLP as Dow's independent auditors for 2000.
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 2000 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/2000meeti
ng
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, FOR AGENDA ITEM 2 AND FOR AGENDA ITEM 3. THE 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, 2 AND 3.
AGENDA ITEM 1: Election of five Directors:
(01) J. Michael Cook, (02) Willie D. Davis, (03) Michael D.
Parker, (04) J. Pedro Reinhard and (05) Paul G. Stern.
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: Amendment of the Restated Certificate of
Incorporation to increase the number of authorized shares of
Common Stock to one bilion five hundred million.
FOR _______ AGAINST _______ ABSTAIN _______
AGENDA ITEM 3: Ratification of the appointment of Dow's
independent auditors for 2000.
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
2000 ANNUAL MEETING OF STOCKHOLDERS
MIDLAND CENTER FOR THE ARTS
1801 WEST ST. ANDREWS, MIDLAND, MICHIGAN, USA
MAY 11, 2000 - 2:00 P.M.
ADMITTANCE TICKET
THIS TICKET ENTITLES THE STOCKHOLDER LISTED ON THE REVERSE SIDE
TO ATTEND THE DOW 2000 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-------------------------
2000 ANNUAL MEETING OF STOCKHOLDERS The Dow Chemical Company
CONFIDENTIAL VOTING INSTRUCTIONS
TO: UMB BANK, N.A.,
THE TRUSTEE OF THE DH COMPOUNDING COMPANY
SAVINGS AND RETIREMENT PLAN ("THE TRUSTEE")
The undersigned hereby directs the Trustee to vote all shares of
common stock of THE DOW CHEMICAL COMPANY ("Dow") credited to the
undersigned's account in the DH Compounding Company Savings and
Retirement Plan (the "Plan") as of the record date for the Annual
Meeting of Stockholders of The Dow Chemical Company to be held on
May 11, 2000, 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 Trustee and its
agents not to disclose to the Dow Board or management how
individuals in this Plan have voted.
THE TRUSTEE IS DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE SIDE,
OR IF NO SPECIFICATION IS MADE, FOR THE ELECTION OF FIVE
DIRECTORS, FOR AGENDA ITEM 2, FOR AGENDA ITEM 3, 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 9, 2000,
THE ADMINISTRATIVE COMMITTEE FOR THE PLAN MAY DIRECT THE PLAN
TRUSTEE TO VOTE YOUR SHARES.
Agenda Item 1: The election of five Directors: (01) J. Michael
Cook, (02) Willie D. Davis, (03) Michael D.
Parker, (04) J. Pedro Reinhard and (05) Paul G.
Stern.
Agenda Item 2: Amendment of the Restated Certificate of
Incorporation to increase the number of authorized
shares of Common Stock to one billion five hundred
million.
Agenda Item 3: Ratification of the appointment of Deloitte and
Touche LLP as Dow's independent auditors for 2000.
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 2000 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/2000meeti
ng
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, FOR AGENDA ITEM 2 AND FOR AGENDA ITEM 3. THE 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, 2 AND 3.
AGENDA ITEM 1: Election of five Directors:
(01) J. Michael Cook, (02) Willie D. Davis, (03) Michael D.
Parker, (04) J. Pedro Reinhard and (05) Paul G. Stern.
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: Amendment of the Restated Certificate of
Incorporation to increase the number of authorized shares of
Common Stock to one billion five hundred million.
FOR _______ AGAINST _______ ABSTAIN _______
AGENDA ITEM 3: Ratification of the appointment of Dow's
independent auditors for 2000.
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
2000 Annual Meeting of Stockholders
MIDLAND CENTER FOR THE ARTS
1801 WEST ST. ANDREWS, MIDLAND, MICHIGAN, USA
MAY 11, 2000 - 2:00 P.M.
ADMITTANCE TICKET
THIS TICKET ENTITLES THE STOCKHOLDER LISTED ON THE REVERSE SIDE
TO ATTEND THE DOW 2000 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-------------------------
2000 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 TRUSTEE")
The undersigned hereby directs the Trustee to vote all shares of
common stock of THE DOW CHEMICAL COMPANY ("Dow") credited to the
undersigned's account in the 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 on May 11,
2000, 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 Trustee and its agents not
to disclose to the Dow Board or management how individuals in
this Plan have voted.
THE TRUSTEE IS DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE SIDE,
OR IF NO SPECIFICATION IS MADE, FOR THE ELECTION OF FIVE
DIRECTORS, FOR AGENDA ITEM 2, FOR AGENDA ITEM 3, AND TO VOTE IN
ACCORDANCE WITH ITS DISCRETION ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING. TO VOTE IN ACCORDANCE WITH THE
DOW BOARD OF DIRECTORS' RECOMMENDATIONS, JUST SIGN AND DATE ON
THE REVERSE SIDE - NO VOTING BOXES NEED TO BE CHECKED. IN
ACCORDANCE WITH THE TERMS OF THE PLAN, THE TRUSTEE SHALL VOTE ALL
DOW COMMON 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) J. Michael
Cook, (02) Willie D. Davis, (03) Michael D.
Parker, (04) J. Pedro Reinhard and (05) Paul G.
Stern.
Agenda Item 2: Amendment of the Restated Certificate of
Incorporation to increase the number of authorized
shares of Common Stock to one billion five hundred
million.
Agenda Item 3: Ratification of the appointment of Deloitte and
Touche LLP as Dow's independent auditors for 2000.
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 2000 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/2000meeti
ng
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, FOR AGENDA ITEM 2 AND FOR AGENDA ITEM 3. THE 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, 2 AND 3.
AGENDA ITEM 1: Election of five Directors:
(01) J. Michael Cook, (02) Willie D. Davis, (03) Michael D.
Parker, (04) J. Pedro Reinhard and (05) Paul G. Stern.
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: Amendment of the Restated Certificate of
Incorporation to increase the number of authorized shares of
Common Stock to one billion five hundred million.
FOR _______ AGAINST _______ ABSTAIN _______
AGENDA ITEM 3: Ratification of the appointment of Dow's
independent auditors for 2000.
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>
