UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 10, 2007

THE DOW CHEMICAL COMPANY
(Exact name of registrant as specified in its charter)

Delaware
(State or other
jurisdiction of
incorporation)

1-3433
(Commission File
Number)

38-1285128
(IRS Employer
Identification No.)

2030 Dow Center, Midland, Michigan 48674
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:

(989) 636-1000

Not applicable
(Former name or former address, if changed since last report.)

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Change in Control Executive Severance Agreements.

On October 10, 2007, the Compensation Committee of The Dow Chemical Company's ("Dow" or the "Company") Board of Directors approved Change in Control Executive Severance Agreements ( "Agreements") that cover Andrew N. Liveris, Dow's Chairman and CEO, and a number of executives who report to Mr. Liveris, including Geoffery E. Merszei, David E. Kepler and Michael R. Gambrell, among others. The Agreements became effective November 10, 2007 and shall continue in effect until the eligible executive leaves the Company for any reason, or until the executive becomes ineligible for the Agreement as determined by the Compensation Committee.

Effective November 10, 2007, if any covered executive is terminated, other than for cause (as defined in the Agreements), disability, death or voluntary retirement, or has a diminution in compensation, benefits or responsibilities, within two years following the occurrence of a Change in Control (as defined in the Agreement and summarized below), upon Dow's receipt of a fully-executed release in a form satisfactory to Dow, such executive would receive:

For purposes of the Agreements, a Change in Control is the occurrence of one of the following events: i) the acquisition of 20% or more of the Company's outstanding voting securities; ii) changes to the membership of the Board of Directors that result in less than 50% of the then current Board being re-elected to the Board; iii) approval by Dow stockholders of the merger or consolidation of the Company with another entity in which the Company is not the surviving company, or where the other entity owns more than 50% of the Company's outstanding voting securities; or iv) the complete liquidation of, or the sale of all or substantially all assets of, the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: November 15, 2007

THE DOW CHEMICAL COMPANY

 

By: /S/ WILLIAM H WEIDEMAN

Name: William H. Weideman

Title: Vice President and Controller