dow8k20100218.htm

Summary Plan Description for:

The Dow Chemical Company

Company-Paid Life Insurance Plan

Employee-Paid Life Insurance Plan

Dependent Life Insurance Plan

(Applicable to Active Salaried Employees and Active Hourly Employees Whose Collective Bargaining Unit has Agreed to this Plan)

Amended and Restated: October 19, 2009

Effective January 1, 2010 and thereafter until superseded

This Summary Plan Description (SPD) is updated annually

on the Dow Intranet and supersedes all prior SPD’s.

Copies of this SPD can be found on the Dow Intranet at My HR Connection or by requesting a copy from the Human Resources (HR) Service Center, Employee Development Center, Midland, MI 48674, telephone 1-877-623-8079 or 1-989-638-8757. Summaries of modifications may also be published from time to time in Dow’s Newsline publication or by separate letter.

Overview

This booklet is the Summary Plan Description (SPD) for The Dow Chemical Company Group Life Insurance Program’s Company-Paid Life Insurance Plan (“Company-Paid Life Insurance Plan”). It is also the SPD for The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program’s Employee-Paid Life Insurance Plan (“Employee-Paid Life Insurance Plan”) and Dependent Life Insurance Plan (“Dependent Life Insurance Plan”). These plans are collectively referred to in this SPD as “Plans”. Individually, each plan may be referred to as “Plan”, in its respective Chapter of this SPD. References to “Dow” refer collectively to The Dow Chemical Company and its subsidiaries and affiliates authorized to participate in the Plans. The Dow Chemical Company Group Life Insurance Program and The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program are collectively referred to as the “Programs”.

Chapter One applies to the Company-Paid Life Insurance Plan. The Company-Paid Life Insurance Plan is part of The Dow Chemical Company Group Life Insurance Program (ERISA Plan #507). It provides group term life insurance coverage underwritten by Metropolitan Life Insurance Company (“MetLife”). The premium is paid by Dow. It provides automatic coverage for eligible Employees.

Chapter Two applies to the Employee-Paid Life Insurance Plan. It is part of The Dow Chemical Company Employee-Paid Life Insurance and Dependent Life Insurance Program (ERISA Plan #515). It provides group term life insurance coverage underwritten by MetLife. You must enroll and pay the premiums for this coverage to receive it.

Chapter Three applies to the Dependent Life Insurance Plan. It is part of The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program (ERISA Plan #515). It provides group term life insurance coverage underwritten by MetLife. You must enroll and pay the premiums for this coverage to receive it.

Words that are capitalized are either defined in this SPD or the applicable Plan Document. The applicable Plan Document for the Company-Paid Life Insurance Plan is The Dow Chemical Company Group Life Insurance Program Plan Document. The applicable Plan Document for the Employee-Paid Life Insurance and Dependent Life Insurance Plans is The Dow Chemical Company Employee-Paid Life Insurance and Dependent Life Insurance Program Plan Document. The Plan Documents are available by requesting from the applicable Plan Administrator listed in the ERISA Information section of this SPD.

References to “Participating Employer” refer to The Dow Chemical Company or any other corporation or business entity The Dow Chemical Company authorizes to participate in the Plans with respect to its Employees. The terms “Dow” and “Participating Employers” have the same meaning, and may be used interchangeably in this SPD. The term “Employee” means a person who:

is employed by a Participating Employer to perform personal services in an employer-employee relationship which is subject to taxation under the Federal Insurance Contribution Act or similar federal statute; and

receives payment for services performed for the Participating Employer directly from the Company’s U.S. Payroll Department, or another Participating Employer’s U.S. Payroll Department; and

is either a Salaried individual who is classified by the Participating Employer as having “regular full-time status” or “less-than-full-time status”, or a Bargained-for individual who is classified by the Participating Employer as having “regular full-time active status”, and

if Localized, is Localized in the U.S., and

if on an international assignment, is either a U.S. citizen or Localized in the U.S.

The definition of “Employee” does not include an individual who performs services for the benefit of a Participating Employer if his compensation is paid by an entity or source other than the Company’s U.S. Payroll Department or another Participating Employer’s U.S. payroll Department. Further, the definition of “Employee” does not include any individual who is characterized by the Participating Employer as an independent contractor, contingent worker, consultant, contractor, or similar term. These individuals are not “Employees” (with a capital “E”) for purposes of the Plan even if such an individual is determined by a court or regulatory agency to be a “common law employee” of a Participating Employer.

The Company reserves the right to amend, modify and terminate the Plans at any time at its sole discretion.

Chapter One

Company-Paid Life Insurance

Plan Description

Except for Michigan Operations Hourly Employees who were not Actively at Work on January 1, 2008, the Company-Paid Life Insurance Plan provides coverage of one times (1X) your base annual salary rounded up to the next $1,000 for Salaried Employees and Hourly Employees whose collective bargaining unit has agreed to this plan. Michigan Operations Hourly Employees who were not Actively at Work on January 1, 2008 but continue to be on the payroll (for example due to a paid medical leave of absence) and were covered at 1/2X prior to January 1, 2008, may continue 1/2X coverage as long as they continue to be on the payroll. If they return to work, their coverage will increase to 1X when they are Actively at Work. MetLife is the named fiduciary for making decisions as to whether a Claim for Benefits is payable.

As of January 1, 2005, the following plans have been merged into the Company-Paid Life Insurance Plan: The Dow Chemical Company Group Life Insurance Program’s Michigan Hourly Company-Paid Life Insurance Plan; The Dow Chemical Company Group Life Insurance Program’s Hampshire Hourly Company-Paid Life Insurance Plan; and The Dow Chemical Company Group Life Insurance Program’s ANGUS Hourly Company-Paid Life Insurance Plan. Such plans no longer exist as separate plans, but are now a part of The Dow Chemical Company Group Life Insurance Program’s Company-Paid Life Insurance Plan.

The Company-Paid Life Insurance Plan is referred to in Chapter One as the “Plan”.

Eligibility

Salaried Employees

Salaried Employees of a Participating Employer with regular, active, Full-Time or Less-Than-Full-Time status are eligible and are automatically covered under this Plan1, except as follows:

Employees enrolled in the Key Employee Insurance Program (“KEIP”) are not eligible for active Employee or Retiree Company-Paid Life Insurance coverage, except that on the later of “program completion date” or “retirement” (as those terms are defined in KEIP), if the Employee would otherwise have been eligible for coverage under the Company-Paid Life Insurance Plan, the Employee may resume eligibility for the Plan; and

Employees who were enrolled in The Dow Chemical Company Executive Split Dollar Life Insurance Plan (“Dow Split Dollar”) on September 30, 2002, who have not waived their rights under The Dow Chemical Company Executive Split Dollar Life Insurance Agreement, are not eligible for coverage under the Company-Paid Life Insurance Plan.

Hourly Employees

Eligibility of Hourly Employees depends on whether the applicable collective bargaining unit and the Participating Employer have agreed to this Plan. With respect to a collective bargaining agreement that specifically addresses which Employees are eligible or not eligible for this Plan, the terms of such collective bargaining agreement shall govern. If the terms of the collective bargaining agreement specify that Hourly Employees shall be provided this Plan, but does not specifically address the category of Employees that are eligible or not eligible, then the Plan will provide eligibility to regular, active Employees with Full Time status who are members of the collective bargaining unit.

1 If you were enrolled in The Dow Chemical Company Executive Split Dollar Life Insurance Plan on September 30, 2002, and you signed a waiver of all your rights under The Dow Chemical Company Executive Split Dollar Life Insurance Agreement between you and The Dow Chemical Company, you are eligible until you no longer have active Employee status, or until you elect to waive coverage. In addition, if you were enrolled in the Union Carbide Corporation Executive Life Insurance Plan (“UCC Executive Life”) on October 31, 2002, and had active Employee status on the date that your Agreement and Collateral Assignment between you and Union Carbide Corporation were terminated, you are eligible until you no longer have active Employee status, or until you elect to waive coverage. Once coverage is waived, you will not be allowed to re-enroll in the future.

Employees on a Leave of Absence

Eligibility for benefits under the Plan may continue during certain leaves of absences approved by the Participating Employer such as under the Company’s Family Leave Policy or Medical Leave Policy. The benefits under the Plan shall be administered consistent with the terms of such approved leaves of absences.

Disabled Employees

If you are being paid a benefit from The Dow Chemical Company Long Term Disability Income Protection Plan (“LTD”), The Dow Chemical Company Michigan Hourly Contract Disability Plan, The Dow Chemical Company Texas Operations Total and Permanent Disability Plan, or the Dow AgroSciences Long Term Disability Insurance Plan you may be eligible under the Plan. See the Special Coverage for Certain Disabled Persons section of this SPD.

If you are a Rohm and Haas Company Employee2 who has been approved for disability payments under the Rohm and Haas Company Health and Welfare Plan’s Short Term Disability Program, you are eligible for life insurance coverage until you are no longer eligible to receive disability payments under the Rohm and Haas Company Health and Welfare Plan’s Short Term Disability Program. See the Special Coverage for Certain Disabled Persons section of this SPD.

If you are a Rohm and Haas Company Employee who has been approved for disability payments under the Rohm and Haas Company Health and Welfare Plan’s Long Term Disability Program, you are eligible for life insurance coverage until you are no longer eligible to receive disability payments under the Rohm and Haas Company Health and Welfare Plan’s Long Term Disability Program. See the Special Coverage for Certain Disabled Persons section of this SPD.

Plan Administrator Determines Eligibility

If you want to file a Claim for a Determination of Eligibility because you are not sure whether you are eligible to participate in the Plan, or have been told that you are not, see the Claims Procedures Appendix of this SPD.

Enrollment

Completing an enrollment form is necessary only to name your beneficiary. You may waive coverage. If you want to waive coverage, you must provide written notification to the U.S. Benefits Center. If you waive coverage, you waive coverage permanently. You may not re-enroll in this Plan at any time in the future.

Employee Contribution

Dow provides Company-Paid Life Insurance at no cost to you.

Amount of Coverage.

Maximum Coverage

The maximum amount of coverage available is $1.5 million3.

2 If you are Morton Salt Employee and you were approved for a Short-Term Disability benefit under the Rohm and Haas Company Health and Welfare Plan prior to October 1, 2009, this paragraph does not apply to you. You are not eligible for coverage under The Dow Chemical Company Group Life Insurance Program and The Dow Chemical Employee-Paid and Dependent Life Insurance Program. Note that Morton Salt was no longer a part of Dow’s controlled group as of October 1, 2009.

3 This maximum is waived if you are an Employee who was enrolled in The Dow Chemical Company Executive Split Dollar Life Insurance Plan on September 30, 2002, and you signed a waiver of all your rights under The Dow Chemical Company Executive Split Dollar Life Insurance Agreement between you and The Dow Chemical Company. This maximum is also waived if you were enrolled in the Union Carbide Corporation Executive Life Insurance Plan on October 31, 2002, and you were an active Employee on the date that your Agreement and Collateral Assignment between you and Union Carbide Corporation were terminated.

Salaried Employees and Hourly Employees Whose Collective Bargaining Unit Has Agreed to this Plan

Except for Michigan Operations Hourly Employees who were not Actively at Work on January 1, 2008, and Americas Styrenics Hourly Employees, the Plan provides coverage of one times (1X) your base annual salary rounded up to the next $1,000 for Salaried Employees and Hourly Employees whose collective bargaining unit has agreed to this plan.

Michigan Operations Hourly Employees who were not Actively at Work on January 1, 2008 but continue to be on the payroll (for example due to a paid medical leave of absence) and were covered at 1/2X prior to January 1, 2008, may continue 1/2X coverage as long as they continue to be on the payroll. If they return to work, their coverage will increase to 1X when they are Actively at Work.

For Americas Styrenics Hourly Employees, coverage is 1X the employee's annual base benefits rate (ABBR) rounded up to the next $1,000, as defined by Americas Styrenics and provided to the Plan Administrator.

Your coverage automatically is adjusted as your base salary changes, provided you are Actively at Work. If you are Less-Than-Full-Time, your 1X coverage is based on your Full-Time base annual salary, and coverage is automatically adjusted as your base salary changes. Whether you are Full-Time or Less-Than-Full-Time, if you are not Actively at Work, any increase to your life insurance will not be effective until you return to work.

Union Carbide Employees

If you are a Union Carbide employee, your benefit will be determined using your annual pay at Union Carbide as of December 31, 2001, as determined under the provisions of the Union Carbide Basic Life Insurance Plan until your annual base salary calculated under the normal provisions of the Plan exceeds such amount. At that time, the Plan will no longer retain the December 31, 2001 Union Carbide annual pay information and will look solely to the annual base salary calculated under the normal provisions of the Plan to determine the amount of your coverage.

Special Coverage for Certain Disabled Persons

The Dow Chemical Company Long Term Disability Income Protection Plan (“LTD”)

Effective January 1, 2006, if your date of Full Disability (as defined under LTD) is on or after January 1, 2006, you are eligible for coverage when your LTD benefit payments begin. The following applies to you:

If you have less than ten (10) years of service under the Dow Employees’ Pension Plan (“DEPP”) or the Union Carbide Employees’ Pension Plan (“UCEPP”), you are eligible for up to either 12 months or 24 months of company paid life insurance coverage. Coverage ends prior to the expiration of the 12 month or 24 month period if you no longer qualify for LTD status. The 12 month period applies if you have less than one (1) year of service under DEPP or UCEPP. The 24 month period applies if you have more than one (1) year of service, but less than ten (10) years of service under DEPP or UCEPP. Currently, if you have ten (10) or more years of service you are eligible for coverage until you are no longer eligible to receive payments from LTD.

The amount of coverage is the same as the amount of coverage you had on the date you were last Actively at Work. Currently, the Company pays the cost of this coverage.

If your date of Full Disability (as defined under LTD) is prior to January 1, 2006, you are eligible for coverage when your LTD benefit payments begin4. The following applies to you:

You are eligible for the same amount of coverage you had on the date you were last Actively at Work. Currently, the Company pays the cost of this coverage. Currently, coverage continues until you are no longer eligible to receive payments from LTD.

4 This also applies to those who were disabled prior to January 1, 2006, and were approved to receive benefit payments for such disability under the Dow AgroSciences Long Term Disability Insurance Plan.

You are also eligible for an additional amount of coverage, which is determined by the amount of Employee-Paid Life coverage you were enrolled in as an active Employee immediately prior to being approved to receive LTD payments, but not to exceed 1X (For example, if you were enrolled for 6X as an active Employee, your coverage would be reduced to 1X). Currently, the Company pays the cost of this coverage. Currently, coverage continues until you are no longer eligible to receive payments from LTD.

For salaried employees, base annual salary is used to calculate the life insurance amount. For bargained-for employees, annual pay calculated using your base hourly rate is used.

Texas Total and Permanent Disability

If you were enrolled in the Texas Operations Hourly Total and Permanent Disability Plan (T&P Plan) and you were deemed to be “totally and permanently disabled” by the plan administrator of that plan, and it was determined that you are eligible to be in benefits pay status by the plan administrator of that plan, you are eligible for coverage under the Company-Paid Life Insurance Plan equal to the amount of coverage you were enrolled in under the Texas Operations Hourly Optional Life Insurance Contributory Plan (Contributory Life) at the time you became totally and permanently disabled. Coverage ends the earlier of: 1) you are determined to no longer be “totally & permanently disabled” by the plan administrator of the T&P Plan, or 2) you reach age 65.

Contract Disability Participants

If you have been determined to be “totally and permanently disabled” by the claims administrator of The Dow Chemical Company Michigan Hourly Contract Disability Plan (“Contract Disability Plan”), and are receiving benefit payments from that plan, the same coverage you had as an active Employee will continue until you are age 65. Eligibility for coverage ends earlier if you no longer are eligible for benefit payments under the Contract Disability Plan. If you were Actively at Work at age 65 or older and subsequently became approved for benefits by the Contract Disability plan administrator, your coverage will be determined by applying the appropriate percentage from the following table to your base annual hourly rate effective the day before you qualified to receive benefit payments under the Contract Disability Plan, with a minimum of $5,000.

Your Age Percentage

65 50 percent

66 30 percent

67 10 percent

68 5 percent

On and after your 70th birthday, the amount of your Retiree Company-Paid Life Insurance benefits will be $5,000. Currently, the Company pays the cost of this coverage.

Rohm and Haas Company Disability Participants

If you are a Rohm and Haas Company Employee5 who has been approved for disability payments under the Rohm and Haas Company Health and Welfare Plan’s Short Term Disability Program, you are eligible for life insurance coverage for 2X coverage if your qualifying disability was incurred prior to January 1, 2010 and you remain disabled as of January 1, 2010. Such coverage continues at no cost to you until you are no longer eligible to receive disability payments under the Rohm and Haas Company Health and Welfare Plan’s Disability Program.

If you are a Rohm and Haas Company Employee who has been approved for disability payments under the Rohm and Haas Company Health and Welfare Plan’s Long-Term Disability Program, you are eligible for life insurance coverage for 2X coverage if your qualifying disability was incurred prior to January 1, 2010 and you remain disabled as of January 1, 2010. Such coverage continues at no cost to you until you are no longer eligible to receive disability payments under the Rohm and Haas Company Health and Welfare Plan’s Disability Program.

5 If you are Morton Salt Employee and you were approved for a Short-Term Disability benefit under the Rohm and Haas Company Health and Welfare Plan prior to October 1, 2009, this paragraph does not apply to you. You are not eligible for coverage under The Dow Chemical Company Group Life Insurance Program and The Dow Chemical Employee-Paid and Dependent Life Insurance Program.

If you are a Rohm and Haas Company Employee who has been approved for disability payments under the Rohm and Haas Company Health and Welfare Plan’s Long Term Disability Program, you are eligible for life insurance coverage for 1X coverage if your qualifying disability was incurred on or after January 1, 2010. Such coverage continues at no cost to you until you are no longer eligible to receive disability payments under the Rohm and Haas Company Health and Welfare Plan’s Long Term Disability Program.

Effective Dates of Coverage.

Beginning. Your coverage begins on your first day of active employment as an Employee of a Participating Employer, unless you were a former participant of The Dow Chemical Company Executive Split Dollar Life Insurance Plan or the Union Carbide Corporation Executive Life Insurance Plan as described above in the Eligibility section, in which case your coverage begins the first day of the month following the termination of your participation in such executive life insurance plan.

Ending.

Your Company-Paid Life Insurance coverage ends on the earlier of:

● the date the Group Policy ends;

● the date you no longer meet the eligibility requirements of the Plan; or

● the date your employment ends.

Porting Coverage to a Term Life Policy

If your Company-Paid Life Insurance coverage ends because your employment ends and you are not eligible for Retiree Company-Paid Life Insurance, your coverage may be continued on a direct bill basis with MetLife through the portability feature. This feature allows employees to continue their Group Term Life coverage under a separate group policy without completing and submitting a statement of health form. Rates for this coverage are different from the active plan rates and the employee must port a minimum of $20,000 to exercise this option. You have 31 days from the date your coverage ends to apply for Portability. You may continue the same or lesser amount of coverage. If you are unable to continue your entire life insurance amount through Portability, you may apply for Conversion of the balance. Contact MetLife at 1-866-492-6983 if you have any questions or want to apply for Portability.

Converting to an Individual Policy

If your Company-Paid Life Insurance coverage is reduced due to retirement, the amount of coverage you lost may be converted to an individual non-term policy through MetLife. The maximum amount of insurance that may be elected for the new policy is the amount of Company- Paid Life Insurance you lost under the Company-Paid Life Insurance Plan.

If your Company-Paid Life Insurance coverage ends because your employment ends, your coverage may be converted to an individual non-term policy through MetLife. The maximum amount of insurance that may be elected for the new policy is the amount of Company-Paid Life Insurance in effect for you under the Company-Paid Life Insurance Plan on the date your employment ends.

If your Company-Paid Life Insurance coverage ends because Dow has cancelled the Company-Paid Life Insurance coverage under the MetLife group life insurance policy, or Dow has amended the Company-Paid Life Insurance Plan to exclude coverage for your work group, you may convert your Company-Paid Life Insurance coverage to an individual non-term MetLife policy; provided you have been covered under the Company-Paid Life Insurance Plan for at least 5 years immediately prior to losing coverage under the Company-Paid Life Insurance Plan. The amount you may convert is limited to the lesser of:

the amount of Company-Paid Life Insurance for you that ends under the Group Policy less the amount of life insurance for which you become eligible under any group policy within 31 days after the date insurance ends under the Group Policy; or

· $2,000.

You must file a conversion application with MetLife within 31 days of the date your Dow coverage is lost or reduced. Contact the Dow HR Service Center to obtain a form for converting your coverage. Once you have obtained the form, contact the MetLife Conversion Group at 1-877-275-6387 to file your form, or to obtain further information. You are responsible for initiating the conversion process within the appropriate timeframes.

The cost of this individual coverage will probably be significantly higher than your group plan. Although not required, completing and submitting a statement of health form may help reduce your cost.

Reporting Imputed Income

The Internal Revenue Code requires that the cost of Company-Paid Life Insurance in excess of $50,000 be reported as taxable income (“imputed income”). This imputed income will be reported on your W-2 Form in addition to your other taxable income. Former participants of The Dow Chemical Company Split Dollar Life Insurance Plan and the Union Carbide Corporation Executive Life Insurance Plan are not eligible for the $50,000 exclusion.

The cost of your Company-Paid Life Insurance in excess of $50,000 is based on a Uniform Premium Table established by the federal government.

If your Company Paid Life coverage is greater than $50,000, and you want to decrease the amount of coverage from 1X to $50,000, you may elect to do so by contacting the HR Service Center. Once coverage is reduced, it may not be reinstated.

Naming Your Beneficiary

Effective March 1, 2008, as communicated by the Plan Administrator, MetLife became the record keeper for the Program’s beneficiary records. Beneficiary information must be registered with MetLife at www.MetLife.com/MyBenefits, or by mailing the appropriate forms to the MetLife Recordkeeping Center. Beneficiary information previously recorded at the Dow Benefits Center has not been transferred to MetLife. If you fail to name a beneficiary, MetLife may determine the beneficiary to be one or more of the following who survive you:

Your Spouse or Domestic Partner; or

Your children; or

Your parent(s); or

Your sibling(s).

If you fail to name a beneficiary, instead of making payment to any of the above, MetLife may pay your estate. Any payment made by MetLife in good faith will discharge the Plan’s and MetLife’s liability to the extent of such payment.

If you wish to change your beneficiary designation, or you need to register for the first time, you can do so via the Internet at www.MetLife.com/MyBenefits, or the Dow Intranet at My HR Connection. If you prefer, you can request forms by calling MetLife Customer Service toll-free at (866) 492-6983, Monday – Friday, 8:00 am – 11:00 pm (ET).

Benefit Payments

Payment Options. In the event of your death, your beneficiary should contact the HR Service Center. The beneficiary on record must complete and sign a claim form to receive benefits, and a certified death certificate must be provided to MetLife to disburse the life insurance proceeds. To file a Claim for a Plan Benefit, see Claims Procedures Appendix of this SPD.

Funding

Dow pays the entire premium for the Company-Paid Life Insurance Plan. MetLife pays the benefits under an insurance policy. MetLife may combine the experience for the policy with other policies held by Dow. This means that the costs of these coverages may be determined on a combined basis, and the costs accumulated from year to year. Favorable experience under one or more coverages in a particular year may offset unfavorable experience on other coverages in the same year or offset unfavorable experience of coverages in prior years. Policy dividends declared by MetLife for the Company-Paid Life Insurance Plan are used to reduce Dow’s cost for the coverage in the same and prior years.

Accelerated Benefit Option (ABO)

Under the Accelerated Benefit Option (ABO), if you have been diagnosed as terminally ill with 12 months or less to live, you may be eligible to receive up to 80% of your Company-Paid Life Insurance and Employee-Paid Life Insurance benefits before death if certain requirements are met. Having access to life insurance proceeds at this important time could help ease financial and emotional burdens. In order to apply for ABO, you must be covered for at least $10,000 from your Company-Paid Life Insurance and/or Employee-Paid Life Insurance. You may receive an accelerated benefit of up to 80 percent (minimum $5,000 and maximum $500,000) of your Company-Paid Life Insurance and/or Employee-Paid Life Insurance benefit. An accelerated benefit is payable in a lump sum and can be elected only once. The death benefit will be reduced by the amount of accelerated benefit paid. Accelerated benefits are not permitted if you have assigned your life insurance benefit to another individual or to a trust.

The accelerated life insurance benefits are intended to qualify for favorable tax treatment under the Internal Revenue Code of 1986, as amended. If the accelerated benefits qualify for such favorable tax treatment, the benefits will be excludable from your income and not subject to federal taxation. Payment of the accelerated benefit will be subject to state taxes and regulations. Tax laws relating to accelerated benefits are complex. You are advised to consult with a qualified tax advisor.

Receipt of accelerated benefits may affect your eligibility, or that of your spouse/domestic partner or your family, for public assistance programs such as medical assistance (Medicaid), Aid to Families and Dependent Children (AFDC), Supplemental Security Income (SSI), and drug assistance programs. You are advised to consult with social services agencies concerning the effect receipt of accelerated benefits will have on public assistance eligibility for you, your spouse/domestic partner or your family. In the event your employment status changes in the future, and your life insurance coverage ends or is reduced, the amount of coverage you may be eligible to convert or port will be reduced by the amount of the accelerated benefit received.

If you would like to apply for the Accelerated Benefit Option, a claim form can be obtained from the HR Service Center at 1-877-623-8079 and must be completed and returned for evaluation and approval by MetLife.

Your Rights

You have certain rights under the Plan and are entitled to certain information by law. Be sure to review the Filing a Claim section, Appealing a Denial of Claims section, Fraud Against the Plan section, Grievance Procedure section, Your Legal Rights section, ERISA Enforcement section, Welfare Benefits section, The Company’s Right to Amend, Modify, and Terminate the Plans section, Disposition of Plan Assets if the Plan is Terminated section, For More Information section, Important Note section, and ERISA Information section at the end of this SPD.

Chapter Two

Employee-Paid Life Insurance

Plan Description

Under the Employee-Paid Life Insurance Plan, you may select the amount of your coverage in multiples of one-half times (1/2X) your base annual salary up eight times (8X) your base annual pay. The Employee-Paid Life Insurance Plan is a group term life insurance plan. The benefits are insured by a group term life insurance policy underwritten by Metropolitan Life Insurance Company (MetLife). MetLife pays the benefits under the Plan. In addition, MetLife is the named fiduciary for making decisions as to whether a Claim for Benefits is payable.

As of January 1, 2005, the following plans have been merged into the Employee-Paid Life Insurance Plan: Hampshire Chemical Corporation Hourly Optional Group Life Insurance Program’s Employee-Paid Life Insurance Plan; ANGUS Chemical Company Hourly Optional Group Life Insurance Program’s Employee-Paid Life Insurance Plan. Such plans no longer exist as separate plans, but are now a part of the Employee-Paid Life Insurance Plan. As of January 1, 2008, the Michigan Hourly Optional Group Life Insurance Program’s Employee-Paid Life Insurance Plan has been merged into the Employee-Paid Life Insurance Plan. The Employee-Paid Life Insurance Plan is referred to in Chapter Two as the “Plan”.

Eligibility

Salaried Employees

Salaried Employees of a Participating Employer with regular, active, Full-Time or Less-Than-Full-Time status are eligible.

Hourly Employees

Employees on a Leave of Absence

Disabled Employees

If you are being paid a benefit from The Dow Chemical Company Long Term Disability Income Protection Plan (“LTD”) or the Dow AgroSciences Long Term Disability Insurance Plan you may be eligible under the Plan. See the Special Employee Paid Coverage for Certain Disabled Persons section of this SPD.

If you are a Rohm and Haas Company Employee6 who has been approved for disability payments under the Rohm and Haas Company Health and Welfare Plan’s Short Term Disability Program, you are eligible for life insurance coverage for the same amount of supplemental or employee-paid coverage you had immediately prior to your approval for disability payments until you are no longer eligible to receive disability payments under the Rohm and Haas Company Health and Welfare Plan’s Short Term Disability Program. You must continue making any required contributions in order to keep your coverage in effect. See the Special Coverage for Certain Disabled Persons section of this SPD.

6 If you are Morton Salt Employee and you were approved for a Short-Term Disability benefit under the Rohm and Haas Company Health and Welfare Plan prior to October 1, 2009, this paragraph does not apply to you. You are not eligible for coverage under The Dow Chemical Company Group Life Insurance Program and The Dow Chemical Employee-Paid and Dependent Life Insurance Program.

amount of supplemental or employee-paid coverage you had immediately prior to your approval for disability payments until you are no longer eligible to receive disability payments under the Rohm and Haas Company Health and Welfare Plan’s Long Term Disability Program. You must continue making any required contributions in order to keep your coverage in effect. See the Special Coverage for Certain Disabled Persons section of this SPD.

Plan Administrator Determines Eligibility

Enrollment

To obtain Employee-Paid Life Insurance coverage, enroll during open enrollment or complete an enrollment form, available from the HR Service Center or the Dow Intranet. You may enroll:

•

On or before your employment date, with coverage to begin on your first day of active employment if you provide a copy of your birth certificate or other proof of your age that the Plan Administrator deems appropriate. If you do not provide proof of your age that is satisfactory to the Plan Administrator within the time required by the Plan Administrator, you will not be covered.

•

Within 90 days after your first day of active employment with coverage to begin on your enrollment date if you provide a copy of your birth certificate or other proof of your age that the Plan Administrator deems appropriate. If you do not provide proof of your age that is satisfactory to the Plan Administrator within the time required by the Plan Administrator, you will not be covered.

•

Within 90 days of a Change-in-Status, provided you are Actively at Work. If your enrollment form and proof of Change-in-Status and proof of age is received by the Plan Administrator within 31 days of the Change-in-Status event, the change will become effective as of the date of the event. If the enrollment form and proof of Change-in-Status and proof of age is received by the Plan Administrator between 32 days to 90 days after the Change-in-Status of event, the change will become effective on the date that the form is processed by the Plan Administrator. Coverage changes become effective only if you are Actively at Work. If you do not provide the requisite proofs that are satisfactory to the Plan Administrator within the time required by the Plan Administrator, you will not be covered.

•

During the open enrollment period, you will be allowed to increase your coverage by 1 increment (one-half times (1/2X) base annual salary)7 provided you are Actively at Work on the January 1 following the open enrollment period and you do not exceed the amount you are eligible to enroll in. If you are not Actively at Work on the January 1 following the open enrollment period, any increase to your life insurance will not be effective until you return to Active Work.

•

At any other time you are Actively at Work, by completing and submitting a statement of health form, with coverage to begin on the date that MetLife accepts your statement of health form. MetLife will pay for the fee of a paramedical exam, if requested by MetLife, with no cost to the employee/applicant when a MetLife physician is used.

Failure to provide the prerequisite proofs will result in cancellation of coverage, including retroactive cancellation, and may require you to reimburse the Plan for any benefits paid by the Plan. The Plan Administrator may request proof of your age at any time.

Change-in-Status

A “change in status” is an event listed in one of the bullets below:

7 If you are employed by Rohm and Haas Company or one of its subsidiaries that is a Participating Employer, for open enrollment for the 2010 Plan Year, you may enroll in the amount of coverage you had under the Rohm and Haas Supplemental Life Insurance Program as of December 31, 2009 without providing a statement of health. If you were enrolled in the Rohm and Haas Supplemental Life Insurance Program for less than 3X your annual salary, or you were not enrolled in that plan at all, for open enrollment for the 2010 Plan Year only, you may enroll for up to 3X base annual salary without a statement of health. If you were enrolled in the Rohm and Haas Plan for 3X or more, you may increase your coverage by ½ X during open enrollment without providing a statement of health. If you want to increase by more than ½ X, then you must provide a statement of health that is approved by MetLife.

Events that change your legal marital status, including Marriage, Domestic Partnership, death of Spouse/Domestic Partner, divorce or annulment or similar event with respect to a Domestic Partnership.

Birth, adoption, placement for adoption or death of Dependent.

A termination or commencement of employment by you, your Spouse/Domestic Partner or Dependent.

A reduction or increase in hours of employment by the Employee, Spouse/Domestic Partner or Dependent.

Dependent satisfies or ceases to satisfy the requirements for unmarried Dependents.

A change in the place of residence or work for you, your Spouse/Domestic Partner or Dependent.

Employee Contribution

Your contribution, made through post tax payroll deductions, is based on your annual base salary. In addition, your contribution is based on your age and whether you are a “non-tobacco-user”. As your age and salary change, your deductions will be automatically adjusted. You are considered a “non tobacco-user” by the Plan if you have not used a tobacco product in the last 12 months. If you quit using tobacco, you are considered a “non-tobacco-user” as of the first day of the month after you complete 12 non-tobacco-using months. If you are a tobacco user, you are considered a tobacco user as of the first day you use tobacco. Administratively, you will not be adjusted to tobacco user deductions until the first of the month following the tobacco use. A false or out of date statement regarding tobacco use may result in benefits not being paid.

Current rates are listed in your open enrollment brochure. These costs are reviewed and revised periodically.

If you are on a leave of absence approved by the Participating Employer that provides eligibility under this Plan, the Plan Administrator has the full discretion to make special administrative arrangements as are necessary, such as deferring Employee contributions on a temporary basis during the leave of absence, and requiring the Employee to repay premiums when the Employee returns to work, or any other arrangements the Plan Administrator deems appropriate.

If the last payroll period for a Plan Year occurs partly during a current Plan Year and partly during the next Plan Year, the Plan Administrator has the full and complete discretion to modify the Participant contributions in any way that the Plan Administrator deems administratively efficient, including modifying the Participant contributions for the last payroll period without the Participant’s consent.

Amount of Coverage

Salaried Employees and Hourly Employees of Applicable Collective Bargaining Groups (Not applicable to Long Term Disability Participants)

You may purchase coverage in increments equal to one-half times (1/2X) your annual base salary8, rounded up to the next $1,000. The maximum coverage allowable is equal to eight times (8X) your annual salary up to a $1.5 million limit9. If you are Less-Than-Full-Time, your coverage is based on your Full-Time base annual salary. Your coverage automatically is adjusted as your base salary changes, provided you are Actively at Work , Whether you are Full-Time or Less-Than-Full-Time, if you are not Actively at Work, any increase to your life insurance will not be effective until you return to work. If you are a Union Carbide employee, your benefit will be determined using your annual pay at Union Carbide as of December 31, 2001, as determined under the provisions of the Union Carbide Basic Life Insurance Plan until your annual base salary calculated under the normal provisions of the Plan exceed such amount. At that time, the Plan will no longer retain the December 31, 2001, Union Carbide annual pay information and will look solely to the annual base salary calculated under the normal provisions of the Plan to determine the amount of your coverage.

8 If you are an Americas Styrenics Hourly Employee, your benefit will be determined using your annual base benefits rate (ABBR) rounded up to the next $1,000, as defined by Americas Styrenics and provided to the Plan Administrator.

9 You are eligible for an additional 1x of coverage over and above the 8x or $1.5 million maximum if (1) you are an Employee who was enrolled in The Dow Chemical Company Executive Split Dollar Life Insurance Plan on September 30, 2002, and you signed a waiver of all your rights under The Dow Chemical Company Executive Split Dollar Life Insurance Agreement between you and The Dow Chemical Company who elected to purchase the additional 1x coverage effective October 1, 2003, or (2) you are an Employee who was enrolled in the Union Carbide Corporation Executive Life Insurance Plan on October 31, 2002, and you were an active Employee on the date your Agreement and Collateral Assignment between you and Union Carbide Corporation were terminated and you elected to purchase the additional 1x coverage effective November 1, 2003. If you waive the additional 1x coverage, you are not eligible to enroll for such coverage in the future. Further, you are no longer eligible for any coverage under the Plan when you no longer have active Employee status.

Special Employee Paid Coverage for Certain Disabled Persons

You may be eligible for coverage if you are being paid benefits from The Dow Chemical Company Long Term Disability Income Protection Plan (“LTD”) under the following circumstances:

If the date of your Full Disability is on or after January 1, 2006 the following applies to you:

If you have less than ten (10) years of service under DEPP or UCEPP, you are eligible for up to either 12 months or 24 months of Employee-Paid life insurance coverage beginning on the effective date of your approval for LTD status. Coverage ends prior to the expiration of the 12 month or 24 month period if you no longer qualify for LTD status. The 12 month period applies if you have less than one (1) year of service under DEPP or UCEPP. The 24 month period applies if you have more than one (1) year of service, but less than ten (10) years of service under DEPP or UCEPP. If you have ten (10) or more years of service under DEPP or UCEPP, you are eligible for coverage. Currently, eligibility for coverage ends if you are no longer eligible to receive payments from LTD.

The amount of coverage will depend on the amount of coverage you had on the date you were last Actively at Work. If you had ½X, then the coverage amount is ½ X. If you had 1X or more, then the amount is limited to 1X. You will be required to pay the same premiums active employees pay.

Rohm and Haas Company Disability Participants

If you are a Rohm and Haas Company Employee10 who has been approved for disability payments under the Rohm and Haas Company Health and Welfare Plan’s Short Term Disability Program, you are eligible for life insurance coverage for the same amount of supplemental or employee-paid coverage you had immediately prior to your approval for disability payments until you are no longer eligible to receive disability payments under the Rohm and Haas Company Health and Welfare Plan’s Short Term Disability Program. You must continue making any required contributions in order to keep your coverage in effect.

If you are a Rohm and Haas Company Employee who has been approved for disability payments under the Rohm and Haas Company Health and Welfare Plan’s Long Term Disability Program, you are eligible for life insurance coverage for the same amount of supplemental or employee-paid coverage you had immediately prior to your approval for disability payments until you are no longer eligible to receive disability payments under the Rohm and Haas Company Health and Welfare Plan’s Long Term Disability Program. You must continue making any required contributions in order to keep your coverage in effect.

Increasing or Decreasing Coverage

You may increase the amount of your coverage (but not above the maximum amount you are eligible for):

Within 90 days of a change in your personal status, such as Marriage, Domestic Partnership, a change in your Spouse's/Domestic Partner’s employment, or the addition of a Dependent child, provided you are Actively at Work and provided the HR Service Center receives proof of change in status that is satisfactory to the Plan Administrator.

At any time you are Actively at Work, by completing and submitting a statement of health form to MetLife. MetLife will pay for the fee of a paramedical exam, if requested by MetLife, with no cost to the employee/applicant when a MetLife physician is used.

During open enrollment you may increase one increment (1/2X) without completing and submitting a statement of health form, provided you are Actively at Work.

You may decrease the amount of your coverage any time by completing an enrollment form, available from the HR Service Center or the Dow Intranet.

10 If you are Morton Salt Employee and you were approved for a Short-Term Disability benefit under the Rohm and Haas Company Health and Welfare Plan prior to October 1, 2009, this paragraph does not apply to you. You are not eligible for coverage under The Dow Chemical Company Group Life Insurance Program and The Dow Chemical Employee-Paid and Dependent Life Insurance Program.

Effective Dates of Coverage

Beginning. Your coverage generally begins on your date of enrollment and when you meet the enrollment requirements outlined in this booklet. Your coverage automatically is adjusted as your base salary changes. If you are not Actively at Work, any increase to your life insurance will not be effective until you return to work.

Ending. Your Employee-Paid Life Insurance coverage ends on the earlier of:

The date the Group Policy ends;

The date you no longer meet the eligibility requirements of the Plan;

The end of the period for which your last premium has been paid; or

The date your employment ends.

Porting Coverage to a Term Life Policy

If your Employee-Paid Life Insurance coverage ends because your employment ends, your coverage may be continued on a direct bill basis with MetLife through the portability feature. This feature allows employees to continue their Group Term Life coverage under a separate group policy without completing and submitting a statement of health form. Rates for this coverage are different from the active plan rates and the employee must port a minimum of $20,000 to exercise this option. You have 31 days from the date your coverage ends to apply for Portability. You may continue the same or lesser amount of coverage. If you are unable to continue your entire life insurance amount through Portability, you may apply for Conversion of the balance. Contact MetLife at 1-866-492-6983 if you have any questions or want to apply for Portability.

Converting to an Individual Policy

If your Employee-Paid Life Insurance coverage is reduced due to retirement, the amount of coverage you lost may be converted to an individual non-term policy through MetLife. The maximum amount of insurance that may be elected for the new policy is the amount of Employee-Paid Life Insurance you lost under the Employee-Paid Life Insurance Plan.

If your Employee-Paid Life Insurance coverage ends because your employment ends, your coverage may be converted to an individual non-term policy through MetLife. The maximum amount of insurance that may be elected for the new policy is the amount of Employee-Paid Life Insurance in effect for you under the Employee -Paid Life Insurance Plan on the date your employment ends.

If your Employee-Paid Life Insurance coverage ends because Dow has cancelled the Employee-Paid Life Insurance coverage under the MetLife group life insurance policy, or Dow has amended the Employee-Paid Life Insurance Plan to exclude coverage for your work group, you may convert your Employee-Paid Life Insurance coverage to an individual non-term MetLife policy; provided you have been covered under the Employee-Paid Life Insurance Plan for at least 5 years immediately prior to losing coverage under the Employee-Paid Life Insurance Plan. The amount you may convert is limited to the lesser of:

the amount of Employee-Paid Life Insurance for you that ends under the Group Policy less the amount of life insurance for which you become eligible under any group policy within 31 days after the date insurance ends under the Group Policy; or

$2,000.

You must file a conversion application with MetLife within 31 days of the date your Dow coverage is lost or reduces. Contact the Dow HR Service Center to obtain a form for converting your coverage. Once you have obtained the form, contact the MetLife Conversion Group at 1-877-275-6387 to file your form, or to obtain further information. You are responsible for initiating the conversion process within the appropriate timeframes.

The cost of this individual coverage will probably be significantly higher than your group plan. Although not required, completing and submitting a statement of health form may help reduce your cost.

Naming Your Beneficiary

mailing the appropriate forms to the MetLife Recordkeeping Center. Beneficiary information previously recorded at the Dow Benefits Center has not been transferred to MetLife.

If you do not designate a beneficiary, then the default beneficiary will be the same as the beneficiary on your Company-Paid Life Insurance. If you are not eligible for Company-Paid Life Insurance, and you are enrolled in Post-65 Executive Life, then the default beneficiary is the same as your beneficiary for Post-65 Executive Life.

If you fail to name a beneficiary, MetLife may determine the beneficiary to be one or more of the following who survive you:

Your Spouse or Domestic Partner; or

Your children; or

Your parent(s); or

Your sibling(s).

Benefit Payments

Payment Options. In the event of your death, your beneficiary should contact the HR Service Center. A certified death certificate must be provided to MetLife to disburse the life insurance proceeds. To file a Claim for a Plan Benefit, see Claims Procedures Appendix of this SPD.

Funding

Employees pay the entire premium for coverage. The benefits under the Employee-Paid Life Insurance Plan and the Dependent Life Insurance Plan are not combined for experience with the other insurance coverages. Favorable experience under the Employee-Paid Life Insurance Plan and the Dependent Life Insurance Plan in a particular year may offset unfavorable experience in prior years. It is not anticipated that there will be any dividends declared for the Employee-Paid Life Insurance Plan and the Dependent Life Insurance Plan based on the manner in which the insurer has determined the premium rates.

Joint Insurance Arrangement

Dorinco Reinsurance Company (Dorinco) and MetLife have entered into an arrangement that is allowed by the U.S. Department of Labor pursuant to Prohibited Transaction Exemption 96-62 and 29 CFR Part 2570, subpart B. [DOL Final Authorization Number 2001-17E (May 14, 2001)]. Under this arrangement, MetLife has or will write the coverage for the Plan and Dorinco will assume a percentage of the risk. Under the insurance arrangement between MetLife and Dorinco, MetLife and Dorinco will each be liable to pay the agreed upon percentage of each death benefit claim in respect of a Plan Participant. When a claim for benefits is approved, Dorinco will transfer its percentage of each death benefit claim to MetLife. MetLife will then pay the full amount of the claim. If MetLife is financially unable to pay the portion of the claim, Dorinco will be obligated to pay the full amount of the claim directly. Similarly, if Dorinco is financially unable to pay its designated percentage of a particular claim, MetLife will be obligated to pay the entire amount of the claim. Neither MetLife nor Dorinco will charge the Plan any administrative fees, commissions or other consideration as a result of the participation of Dorinco.

Accelerated Benefit Option (ABO)

Paid Life Insurance and/or Employee-Paid Life Insurance. You may receive an accelerated benefit of up to 80 percent (minimum $5,000 and maximum $500,000) of your Company-Paid Life Insurance and/or Employee-Paid Life Insurance benefit. An accelerated benefit is payable in a lump sum and can be elected only once. The death benefit will be reduced by the amount of accelerated benefit paid. Accelerated benefits are not permitted if you have assigned your life insurance benefit to another individual or to a trust.

Your Rights

Chapter Three

Dependent Life Insurance

Plan Description

The Dependent Life Insurance Plan provides coverage for your eligible family members at group rates. The benefits are insured by a group term life insurance policy underwritten by Metropolitan Life Insurance Company (MetLife). MetLife pays the benefits under the Plan. In addition, MetLife is the named fiduciary for making decisions as to whether a Claim for Benefits is payable.

As of January 1, 2005, the following plans have been merged into the Dependent Life Insurance Plan: Hampshire Chemical Corporation Hourly Optional Group Life Insurance Program’s Dependent Life Insurance Plan; ANGUS Chemical Company Hourly Optional Group Life Insurance Program’s Dependent Life Insurance Plan. Such plans no longer exist as separate plans, but are now a part of the Dependent Life Insurance Plan. As of January 1, 2008, the Michigan Hourly Optional Group Life Insurance Program’s Dependent Life Insurance Plan has been merged into the Dependent Life Insurance Plan.

The Dependent Life Insurance Plan is referred to in Chapter Three as the “Plan”.

Eligibility

Salaried Employees:

Salaried Employees of a Participating Employer with regular, active, Full-Time or Less-Than-Full-Time status are eligible.

Bargained-for Employees:

Eligibility of Bargained-for Employees depends on whether the applicable collective bargaining unit and the Participating Employer have agreed to this Plan. With respect to a collective bargaining agreement that specifically addresses which Employees are eligible or not eligible for this Plan, the terms of such collective bargaining agreement shall govern. If the terms of the collective bargaining agreement specify that Bargained for Employees shall be provided this Plan, but does not specifically address the category of Employees that are eligible or not eligible, then the Plan will provide eligibility to regular active Employees with Full Time status who are members of the collective bargaining group.

Employees on a Leave of Absence:

Eligibility for benefits under the Plan may continue during certain laves of absences approved by the Participating Employer such as under the Company’s Family Leave Policy or Medical Leave Policy. The benefits under the Plan shall be administered consistent with the terms of such approved leaves of absences.

Plan Administrator Determines Eligibility:

The Plan Administrator determines eligibility. The Plan Administrator is a fiduciary to the Plan and has the full discretion to interpret the provisions of the Plan and to make findings of fact. Interpretations and eligibility determination by the Plan Administrator are final and binding on Participants. If you want to file a Claim for a Determination of Eligibility because you are not sure whether you are eligible to participate in the Plan, or have been told that you are not, see the Claims Procedures Appendix of this SPD.

Run-out claims under ERISA Plan #505 (which was terminated effective 12-31-99) for covered claims that were incurred but not yet paid under that plan, will be paid from this Plan.

Dependent Eligibility

You may purchase coverage on the life of your Spouse of Record/Domestic Partner of Record and/or the life of your Dependent child or Dependent children.

Child means your natural child, adopted child or stepchild who is:

at least 15 days old:

under age 25 and who is:

a full-time student at an accredited school, college, or university that is licensed in the jurisdiction where it is located;

unmarried

supported by You, and

not employed on a full-time basis

This term does not include any person who:

is in the military of any country or subdivision of any country;

lives outside the United States or Canada; or

is insured under the Group Policy as an employee.

The Plan defines a “Full-Time Student” as a student who is a full-time student at an educational institution at any time during the Plan Year. The determination as to whether a student is full-time is based upon the number of hours or courses which is considered to be full-time by the educational institution. If a child is age 19 to 25, and loses Full-Time Student status solely because the student has an illness or injury that requires the student to take a medically necessary leave of absence from school, the child is deemed by the Plan to continue to be a Full-Time Student until the earlier of age 25 or the end of the medically necessary leave of absence.

Generally, a child is NOT a Dependent if he or she is:

Already covered as a dependent of another Dow Employee or Dow Retiree. All covered children in a family must be enrolled by the same parent.

Married or ever was married.

Employed full-time.

Age 25 years or older.

A Dependent Spouse, Domestic Partner, or child is not eligible if he or she resides outside the United States and Canada, or is in the military.

Enrollment

To enroll for Dependent Life Insurance coverage, enroll through the open enrollment period or complete an enrollment form, available from the Intranet or the HR Service Center as described below. You may enroll:

On or before your date of hire, with coverage to begin on your first day of work if you complete the enrollment form and submitted proof of Dependent eligibility and proof of age. Failure to provide the required proofs satisfactory to the Plan Administrator within the time required will result in no coverage.

Within 90 days after your first day of active employment, with coverage to begin on your submission of the completed enrollment form and proof of Dependent eligibility and proof of age. Failure to provide the required proofs satisfactory to the Plan Administrator within the time required will result in no coverage.

Within 90 days of a Change-in-Status, provided you are Actively at Work. Coverage begins on the date that the Plan receives your enrollment form or you enroll by calling the HR Service Center. Failure to provide the required proofs satisfactory to the Plan Administrator within the time required will result in no coverage.

During the open enrollment period, provided you are Actively at Work on the January 1 following the open enrollment period. You will be allowed to increase your Dependent Spouse/Domestic Partner coverage by one increment. There is no incremental limit on increased coverage for Dependent child(ren) during open enrollment. If you are not Actively at Work on the January 1 following the open enrollment period, any increase in life insurance will not be effective until you return to Active Work. Proof of eligibility must be submitted prior to December 31 of the year before coverage begins.

At any other time you are Actively at Work, by completing and submitting a statement of health form. Your coverage begins on the date that MetLife accepts your statement of health form. MetLife will pay for the fee of a paramedical exam, if requested by MetLife, with no cost to the employee/applicant when a MetLife physician is used.

The Plan Administrator may request proof of Dependent eligibility and proof of age at any time. Proof may consist of a birth certificate, passport, adoption papers, marriage license, statement of Domestic Partnership or any other proof that the Plan Administrator deems appropriate. Failure to provide proof of Dependent eligibility and proof of age within the time period required will result in no Dependent coverage.

If you enrolled for coverage for your Dependent(s) and fail to provide proof of Dependent eligibility or proof of age satisfactory to the Plan Administrator within the time period required, and the Plan determines that your Dependent(s) is or are not covered, the Plan reserves the right not to refund the premiums you paid, and to cancel coverage of your Dependent(s) retroactive to the date you enrolled your Dependent(s).

Change-in-Status

A “change in status” is an event listed in one of the bullets below:

Events that change your legal marital status, including Marriage, Domestic Partnership, death of Spouse/Domestic Partner, divorce or annulment or similar event with respect to a Domestic Partnership.

Birth, adoption, placement for adoption or death of Dependent.

A termination or commencement of employment by you, your Spouse/Domestic Partner or Dependent.

A reduction or increase in hours of employment by the Employee, Spouse/Domestic Partner or Dependent.

Dependent satisfies or ceases to satisfy the requirements for unmarried Dependents.

A change in the place of residence or work for you, your Spouse/Domestic Partner or Dependent.

Spouse/Domestic Partner gains eligibility for coverage under the Spouse/Domestic Partner’s employer’s health plan.

Amount of Coverage

Salaried Employees and Collective Bargaining Groups that Agreed to this Plan

You may select coverage for your Spouse/Domestic Partner and Dependent children based on the following options.

·	Spouse/Domestic Partner insurance coverage ranges from a minimum of $10,000 to a maximum of $250,000 in increments of $10,000. The monthly cost is based on your Spouse’s/Domestic Partner’s age, the amount of insurance and whether your Spouse/Domestic Partner is a “non-tobacco user”.

·	For eligible Dependent child(ren) there are three levels of coverage: $2,000, $5,000 or $10,000.

LTD participants are not eligible for Spouse/Domestic Partner and Dependent Life Coverage.

Increasing or Decreasing Coverage

You may increase the amount of coverage (but not above the maximum amount you are eligible for):

·	At any time you are Actively at Work, by completing and submitting a statement of health form to MetLife. MetLife will pay for the fee of a paramedical exam, if requested by MetLife, with no cost to the employee/applicant when a MetLife physician is used.

Within 90 days of a change in status event, such as Marriage, Domestic Partnership, divorce, Termination of Domestic Partnership or the addition of a Dependent child, provided you are Actively at Work and provided the Plan receives proof of the change in status that is satisfactory to the Plan Administrator.

·	During open enrollment, if you are Actively at Work, you may increase your Spouse’s/Domestic Partner’s coverage one increment without completing and submitting a statement of health form.

You may decrease the amount of your coverage at any time by completing an enrollment card, available from the Dow Intranet or the HR Service Center.

Effective Dates of Coverage

Beginning. Your coverage generally begins on your date of enrollment and when you meet the enrollment requirements outlined in this booklet.

Ending

Your Dependent Life Insurance coverage ends on the earlier of:

The date the Group Policy ends;

The date you or your Dependent no longer meet the eligibility requirements of the Plan;

The end of the period for which your last premium has been paid;

The date your employment ends.

Porting Coverage to a Term Life Policy

If Dependent Life coverage ends because your employment ends, your coverage may be continued on a direct bill basis with MetLife through the portability feature. This feature allows employees to continue their Group Term Life coverage under a separate group policy without completing and submitting a statement of health form. Rates for this coverage are different from the active plan rates and the employee must port a minimum of $20,000 to exercise this option. You have 31 days from the date your coverage ends to apply for Portability. You may continue the same or lesser amount of coverage.

If you are unable to continue your entire life insurance amount through Portability, you may apply for Conversion of the balance. Contact MetLife at 1-866-492-6983 if you have any questions or want to apply for Portability.

Converting to an Individual Policy

If your Spouse of Record/Domestic Partner of Record or Dependent child’s life insurance coverage is reduced due to retirement, the amount of coverage your Spouse of Record/Domestic Partner of Record or Dependent child lost may be converted to an individual non-term policy through MetLife. The maximum amount of insurance that may be elected for the new policy is the amount of Spouse of Record/Domestic Partner of Record or Dependent child life insurance you lost under the Dependent Life Insurance Plan.

If your Spouse of Record/Domestic Partner of Record or Dependent child loses coverage under the Dependent Life Insurance Plan because of your death or because he or she no longer meets eligibility requirements, their coverage may be converted to an individual non-term policy through MetLife. (In the case of minor children, the parent or legal guardian may act on their behalf.) The maximum amount of insurance that may be elected for the new policy is the amount of Dependent Life Insurance that ends under the Dependent Life Insurance provisions of the MetLife group policy.

If your Spouse of Record/Domestic Partner of Record or Dependent child loses coverage under the Dependent Life Insurance Plan because Dow has cancelled the dependent life coverage under the group policy with MetLife, or Dow has amended the eligibility requirements of the Plan to exclude you or your dependents from eligibility under the Plan, you may convert coverage to an individual non-term MetLife policy for your Dependent; provided you have been enrolled in coverage for your Dependent under the Dependent Life Insurance Plan for at least 5 years immediately prior to the date the MetLife group coverage for our Dependent ended. The amount that may be converted is limited to the lesser of:

the amount of Life Insurance for the Dependent that ends under the MetLife group policy less the amount of life insurance for Dependents for which you become eligible under any group policy within 31 days after the date insurance ends under the Dependent Life Insurance provisions of the MetLife group policy; or

$2,000.

A conversion application must be filed with MetLife within 31 days of the date coverage is lost or reduced. You or your Dependent must contact the HR Service Center to obtain a form for converting the coverage. Once the form has been obtained, you or your Dependent should contact the MetLife Conversion Group at 1-877-275-6387. You are responsible for initiating the conversion process within the appropriate timeframes.

The cost of this individual coverage will probably be significantly higher than the group plan. Although not required, completing and submitting a statement of health form may help reduce the cost.

Employee Contribution

The Employee pays for Dependent Life Insurance coverage. Your contribution, made through post tax payroll deductions, is based on the coverage option that you choose. For coverage on your Spouse’s/Domestic Partner’s life, your contribution

will also depend on whether your Spouse/Domestic Partner is a “non-tobacco-user”. Your Spouse/Domestic Partner is considered a “non-tobacco-user” by the Plan if your Spouse/Domestic Partner has not used a tobacco product in the last 12 months. If your Spouse/Domestic Partner quits using tobacco, your Spouse/Domestic Partner is considered a “non-tobacco-user” as of the first day of the month after your Spouse/Domestic Partner completes 12 non-tobacco-using months. If your Spouse/Domestic Partner is a “non-tobacco-user”, your Spouse/Domestic Partner is considered a tobacco-user as of the first day your Spouse/Domestic Partner uses tobacco. A false or out-of-date statement regarding tobacco use may result in benefits not being paid. For your portion of the monthly costs, refer to the open enrollment materials provided during open enrollment.

If you are on a Benefit Protected Leave of Absence, the Plan Administrator has the full discretion to make special administrative arrangements as are necessary, such as deferring Employee contributions on a temporary basis during the leave of absence, and requiring the Employee to repay premiums when the Employee returns to work, or any other arrangements the Plan Administrator deems appropriate.

Benefit Payment

Beneficiary Designation.

You are the beneficiary of your Dependent Life Insurance Plan.

The benefits will be paid to you if you survive the Dependent. If you do not survive your Dependent, MetLife may pay one or more of the following who survive you:

Your Spouse or Domestic Partner; or

Your children; or

Your parent(s); or

Your sibling(s).

If you do not survive your Dependent, instead of making payment to any of the above, MetLife may pay your estate. Any payment made by MetLife in good faith will discharge the Plan’s liability to the extent of such payment.

Payment. You should contact the HR Service Center to report a Dependent’s death. A certified death certificate must be provided to MetLife to disburse the life insurance proceeds. To file a claim, see Claims Procedures Appendix of this SPD.

Funding

Employees pay the entire premium for coverage. The benefits under the Employee-Paid Life Insurance Plan and the Dependent Life Insurance Plan are not combined for experience with the other insurance coverages. Favorable experience under this insurance coverage in a particular year may offset unfavorable experience in prior years. It is not anticipated that there will be any dividends declared for the Employee-Paid Life Insurance Plan and the Dependent Life Insurance Plan based on the manner in which the insurer has determined the premium rates.

Joint Insurance Arrangement

Accelerated Benefit Option (ABO) for Spouses/Domestic Partners Only

Under the Accelerated Benefit Option (ABO), if your Spouse/Domestic Partner has been diagnosed as terminally ill with 12 months or less to live, you may be eligible to receive up to 80 percent of your Spouse/Domestic Partner Dependent Life Insurance benefits before your Spouse/Domestic Partner’s death if certain requirements are met. Having access to life proceeds at this important time could help ease financial and emotional burdens. In order to apply for ABO, your Spouse/Domestic Partner must be covered for at least $10,000 under the Dependent Life Insurance Plan. You may receive an accelerated benefit of up to 80 percent (minimum $5,000) of the Spouse/Domestic Partner Dependent Life Insurance benefit. An accelerated benefit is payable in a lump sum and can be elected only once. The death benefit will be reduced by the amount of accelerated benefit paid. Accelerated benefits are not permitted if you have assigned your life insurance benefit to another individual or to a trust.

The accelerated life insurance benefits are intended to qualify for favorable tax treatment under the Internal Revenue Code of 1986. Tax laws relating to accelerated benefits are complex. You are advised to consult with a qualified tax advisor.

Your Rights

Filing a Claim

See the Claims Procedures Appendix of this SPD.

Appealing a Denial of Claim

See the Claims Procedures Appendix of this SPD.

Fraud Against the Plan

Any Plan Participant who intentionally misrepresents information to the Plan or knowingly misinforms, deceives or misleads the Plan or knowingly withholds relevant information may have his/her coverage cancelled retroactively to the date deemed appropriate by the Plan Administrator. Further, such Plan Participant may be required to reimburse the Plan for Claims paid by the Plan. The employer may determine that termination of employment is appropriate and the employer and/or the Plan may choose to pursue civil and/or criminal action. The Plan Administrator may determine that the Participant is no longer eligible for coverage under the Plan because of his or her actions.

Grievance Procedure

If you want to appeal the denial of a claim for benefits, see the Claims Procedures Appendix of this SPD.

If you feel that anyone is discriminating against you for exercising your rights under these Plans, or if you feel that someone has interfered with the attainment of any right to which you feel you are entitled under these Plans, or if you feel that the Plan Administrator has denied you any right you feel that you have under these Plans, you must notify the Plan Administrator (listed in the “ERISA Information” section of this SPD) in writing within 90 days of the date of the alleged wrongdoing. The Plan Administrator will investigate the allegation and respond to you in writing within 120 days. If the Plan Administrator determines that your allegation has merit, the Plan Administrator will either correct the wrong (if it was the Plan which did the wrong), or will make a recommendation to the Participating Employer if any of them have been alleged to be responsible for the wrongdoing. If the Plan Administrator determines that your allegation is without merit, you may appeal the Plan Administrator’s decision. You must submit written notice of your appeal to the Plan Administrator within 60 days of receipt of the Plan Administrator’s decision. Your appeal will be reviewed and you will receive a written response within 60 days, unless special circumstances require an extension of time. The Plan Administrator will give you written notice and reason for the extension. In no event should the decision take longer than 120 days after receipt of your appeal. If you are not satisfied with the Plan Administrator’s response to your appeal, you may file suit in court. If you file a lawsuit, you must do so within 120 days from the date of the Plan Administrator’s written response to your appeal. Failure to file a lawsuit within the 120 day period will result in your waiver of your right to file a lawsuit

Your Legal Rights

When you are a participant in the Company-Paid, Employee-Paid or Dependent Life Insurance Plans, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). This law requires that all Plan participants must be able to:

Examine, without charge, at the Plan Administrator’s office and at other specified locations, the Plan Documents and the latest annual reports filed with the U.S. Department of Labor and available at the Public Disclosure Room of the Pension and Welfare Benefit Administration.

Obtain, upon written request to the Plan Administrator, copies of the Plan Documents and Summary Plan Descriptions. The Administrator may charge a reasonable fee for the copies.

Receive a summary of each Plan’s annual financial report. The Plan Administrator is required by law to furnish each Participant with a copy of this summary annual report.

In addition to creating rights for you and all other Plan Participants, ERISA imposes duties on the people who are responsible for operating an employee benefit plan. The people who operate the Plans, called “fiduciaries” of the Plans, have a duty to act prudently and in the interest of you and other Plan Participants and beneficiaries.

No one, including your employer or any other person, may discharge you or otherwise discriminate against you in any way to prevent you from obtaining a Plan benefit, or from exercising your rights under ERISA. If you have a claim for benefits that is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the legal rights described above. For instance, if you request materials from one of the Plans and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you must file a written appeal within the time period specified in the Plan’s Claims Procedures. Failure to comply with the Plan’s claims procedures may significantly jeopardize your rights to benefits. If you are not satisfied with the final appellate decision, you may file suit in Federal court. If you file a lawsuit, you must do so within 120 days from the date of the Claims Administrator’s or the Plan Administrator’s final written decision (or the deadline the Claims Administrator or Plan Administrator had to notify you of a decision). Failure to file a lawsuit within the 120 day period will result in your waiver of your right to file a lawsuit. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

If it should happen that plan fiduciaries misuse one of the Plan’s money, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. If you file a lawsuit, you must do so within 120 days from the date of the

alleged misuse. Failure to file a lawsuit within the 120 day period will result in your waiver of your right to file a lawsuit.

If you feel that anyone is discriminating against you for exercising your rights under this benefit plan, or if you feel that someone has interfered with the attainment of any right to which you feel you are entitled under any of the Plans, you must notify the Plan Administrator listed in the “ERISA Information” section of this SPD in writing within 120 days of the date of the alleged wrongdoing. The Plan Administrator will investigate the allegation and respond to you in writing within 120 days. If the Plan Administrator determines that your allegation has merit, the Plan Administrator will either correct the wrong, if it was the Plan which did the wrong, or will make a recommendation to the Plan Sponsor or Participating Employer if any of them have been alleged to be responsible for the wrongdoing. If the Plan Administrator determines that your allegation is without merit, you may appeal the Plan Administrator’s decision. You must submit written notice of your appeal to the Plan Administrator within 60 days of receipt of the Plan Administrator’s decision. Your appeal will be reviewed and you will receive a written response within 60 days. If you are not satisfied with the Plan Administrator’s response to your appeal, you may file suit in Federal court. If you file a lawsuit, you must do so within 120 days from the date of the Plan Administrator’s written response to your appeal. Failure to file a lawsuit within the 120 day period will result in your waiver of your right to file a lawsuit.

If you have any questions about the Program, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, you should contact the nearest Office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

Welfare Benefits

Welfare benefits, such as the Company-Paid Life Insurance Plan, Employee-Paid Life Insurance Plan and Dependent Life Insurance Plan, are not required to be guaranteed by a government agency.

Amendment, Modification, or Termination of Plan

The President, Chief Financial Officer or the Corporate Vice President of Human Resources of the Company, each acting individually, or his or her respective delegate, may amend, modify or terminate The Dow Chemical Company Group Life Insurance Program and The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program. Such amendments or modifications may not result in Company expenditures in excess of $20 million per year. Amendments that result in Company expenditures in excess of $20 million per year must be approved by the Board of Directors. Certain modifications or amendments of the Programs which the Company deems necessary or appropriate to conform the Plan to, or satisfy the conditions of, any law, governmental regulation or ruling, and to permit the respective Program to meet the requirements of the Code may be made retroactively if necessary.

Procedure for Amendment, Modification, or Termination of Plan

Any amendment of, modification to, or termination of the Programs, must be reviewed by an attorney in the Company’s Legal Department and the Plan Administrator before it is adopted by the Corporate Vice President of Human Resources or his or her delegate.

Disposition of Plan Assets if the Plans are Terminated

The Company may terminate any of the Programs or Plans at any time at its sole discretion. If the Company terminates a Plan, the assets of the Plan, if any, shall not be used by the Company, but may be used in any of the following ways:

to provide benefits for Participants of the applicable Program in accordance with the applicable Program, and/or

to pay third parties to provide such benefits, and/or

to pay expenses of the applicable Program and/or the Trust holding the applicable Program's assets, and/or

To provide cash for Participants, as long as the cash is not provided disproportionately to officers, shareholders, or Highly Compensated Employees.

Class Action Lawsuits

Legal actions against the Programs must be filed in federal court. Class action lawsuits must be filed either 1) in the jurisdiction in which the applicable Program is administered (Michigan) or 2) the jurisdiction where the largest number of putative members of the class action reside. This provision does not waive the requirement to exhaust administrative remedies before the filing of a lawsuit.

For More Information

If you have questions, phone the HR Service Center at (989) 638-8757 or 877-623-8079. They can provide more details about this benefit Plan.

Important Note

This booklet is the summary plan description (SPD) for The Dow Chemical Company Group Life Insurance Program’s Company-Paid Life Insurance Plan and The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program’s Employee-Paid Life Insurance Plan and Dependent Life Insurance Plan. However, it is not all-inclusive and it is not intended to take the place of each Plan’s legal documents. In case of conflict between this SPD and the applicable Plan Document, the applicable Plan Document will govern.

The Plan Administrator and the Claims Administrator are Plan fiduciaries. The Plan Administrator has the full and complete discretion to interpret and construe all of the provisions of the Plans for all purposes except to make Claims for Plan Benefits determinations, which discretion is reserved for the Claims Administrator. The Plan Administrator’s interpretations shall be final, conclusive and binding. The Plan Administrator also has the full and complete discretion to make findings of fact for all purposes except to make Claim for Plan Benefits determinations, which discretion is reserved for the Claims Administrator. The Plan Administrator has the full authority to apply those findings of fact to the provisions of the applicable Plan. All findings of fact made by the Plan Administrator shall be final, conclusive and binding. The Plan Administrator has the full and complete discretion to decide whether or not it is making a Claim for Plan Benefit determination. For a detailed description of the Plan Administrator’s authority, see the applicable Plan Document.

For the purpose of making Claim for Plan Benefits determinations, the Claims Administrator has the full and complete discretion to interpret and construe the provisions of the Plans, and such interpretation shall be final, conclusive and binding. For the purpose of making Claim for Plan Benefits determinations, the Claims Administrator also has the full and complete discretion to make findings of fact and to apply those findings of fact to the provisions of the Plans. All findings of fact made by the Claims Administrator shall be final, conclusive and binding. For a detailed description of the Claims Administrator’s authority, see the applicable Plan Document.

The Company reserves the right to amend, modify or terminate the Programs and Plans at any time at its sole discretion. The procedures for amending each of the Plans are contained in the applicable Plan Document.

The Plan Documents can be made available for your review upon written request to the Plan Administrator (listed in the ERISA Information section of this Summary Plan Description).

This Summary Plan Description (SPD) and the benefits described do not constitute a contract of employment. Your employer retains the right to terminate your employment or otherwise deal with your employment as if this SPD and the Plans had never existed.

ERISA Information

The Dow Chemical Company Group Life Insurance Program’s

Company-Paid Life Insurance Plan

(A Welfare Benefit Plan)

Plan Sponsor:	The Dow Chemical Company Employee Development Center Midland, MI 48674 1-877-623-8079

Employer Identification Number:	38-1285128

Plan Number:	507

Group Policy Number:	11700-G

Plan Administrator:	The Dow Chemical Company Employee Development Center Midland, MI 48674 1-877-623-8079

To Apply For a Benefit Contact:	See Claims Procedures Appendix to this SPD.

To Appeal a Benefit Determination, File with:	See Claims Procedures Appendix to this SPD.

To Serve Legal Process, File With:	General Counsel The Dow Chemical Company Corporate Legal Department 2030 Dow Center Midland, MI 48674

Claims Administration:	Metropolitan Life Insurance Company administers claims under a group policy issued to The Dow Chemical Company MetLife, Inc. Group Life Claims Oneida County Industrial Park Utica, NY 13504-6115

Plan Year:	The Program's fiscal records are kept on a plan year beginning January 1 and ending December 31

Funding:	Dow pays the entire premium for the Program. Benefits are funded through a group insurance contract with MetLife, Inc The assets of the “Program” may be used at the discretion of the Plan Administrator to pay for any benefits provided under the “Program”, as the “Program” may be amended from time to time, as well as to pay for any expenses of the “Program”. Such expenses may include, and are not limited to, consulting fees, actuarial fees, attorney fees, third party administrator fees and other administrative expenses.

ERISA Information

The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program’s

Employee-Paid and Dependent Life Insurance Plans

(Welfare Benefit Plans)

Plan Sponsor:	The Dow Chemical Company Employee Development Center Midland, MI 48674 1-877-623-8079

Employer Identification Number:	38-1285128

Plan Number:	515

Group Policy Number:	11700-G

Plan Administrator:	The Dow Chemical Company Employee Development Center Midland, MI 48674 1-877-623-8079

To Apply For a Benefit Contact:	See Claims Procedures Appendix to this SPD.

To Appeal a Benefit Determination, File with:	See Claims Procedures Appendix to this SPD.

To Serve Legal Process, File With:	General Counsel The Dow Chemical Company Corporate Legal Department 2030 Dow Center Midland, MI 48674

Claims Administration:	Metropolitan Life Insurance Company administers claims under a group policy issued to The Dow Chemical Company. MetLife, Inc. Group Life Claims Oneida County Industrial Park Utica, NY 13504-6115

Plan Year:	The Program's fiscal records are kept on a plan year beginning January 1 and ending December 31

Funding:	Employees pay the premiums. Benefits are funded through a group insurance contract with MetLife. Any assets of the “Program” may be used at the discretion of the Plan Administrator to pay for any benefits provided under the “Program”, as the “Program” may be amended from time to time, as well as to pay for any expenses of the “Program”. Such expenses may include, and are not limited to, consulting fees, actuarial fees, attorney fees, third party administrator fees, and other administrative expenses.

Joint Insurance

Arrangement:

Dorinco and MetLife have entered an arrangement approved by the U.S. Department of Labor (DOL Advisory Opinion Letter 97-24A) in which if MetLife is insolvent, the entire life insurance benefit will be paid by Dorinco. If Dorinco is insolvent, the entire life insurance benefit will be paid by Metropolitan. Dorinco’s address is:

Dorinco Reinsurance Company

1320 Waldo Avenue

Dorinco Building

Midland, MI 48642

CLAIMS PROCEDURES APPENDIX

For the Summary Plan Descriptions of the Life Insurance Plans Sponsored by

The Dow Chemical Company

You Must File a Claim in Accordance with These Claims Procedures

A “Claim” is a written request by a claimant for a Plan benefit or an Eligibility Determination. There are two kinds of Claims:

A Claim for Plan Benefits is a request for benefits covered under the Plan.

An Eligibility Determination is a kind of Claim. It is a request for a determination as to whether a claimant is eligible to be a Participant or covered Dependent under the Plan.

You must follow the claims procedures for either CLAIMS FOR PLAN BENEFITS or CLAIMS FOR AN ELIGIBILITY DETERMINATION, whichever applies to your situation. See the applicable sections below entitled CLAIMS FOR PLAN BENEFITS and CLAIMS FOR ELIGIBILITY DETERMINATIONS.

Who Will Decide Whether to Approve or Deny My Claim?

The Dow Chemical Company will approve or deny a Claim for an Eligibility Determination. The initial determination is made by the U.S. Benefits Center. If you appeal, the appellate decision is made by the Global Benefits Director.

MetLife will approve or deny a Claim for Plan Benefits. MetLife is the Claims Administrator for both the initial determination and (if there is an appeal), the appellate determination.

An Authorized Representative May Act on Your Behalf

An Authorized Representative may submit a Claim on behalf of a Plan Participant. The Plan will recognize a person as a Plan Participant’s “Authorized Representative” if such person submits a notarized document signed by the Participant stating that the Authorized Representative is authorized to act on behalf of such Participant. A court order stating that a person is authorized to submit Claims on behalf of a Participant will also be recognized by the Plan.

Authority of the Administrators and Your Rights Under ERISA

The Administrators have the full, complete, and final discretion to interpret the provisions of the Plan and to make findings of fact in order to carry out their respective Claims decision-making responsibilities.

Interpretations and claims decisions by the Administrators are final and binding on Participants. If you are not satisfied with an Administrator’s final appellate decision, you may file a civil action against the Plan under s. 502 of the Employee Retirement Income Security Act (ERISA) in a federal court. If you file a lawsuit, you must do so within 120 days from the date of the Administrator’s final written decision. Failure to file a lawsuit within the 120 day period will result in your waiver of your right to file a lawsuit.

CLAIMS FOR PLAN BENEFITS

Information Required In Order to Be a “Claim”:

For Claims that are requests for Plan benefits, the claimant must complete a MetLife claims form. Call the HR Service Center at 1-877/623-8079 to obtain a form. (Retirees should call the Retiree Service Center to obtain a form at 1-800/344-0661). In addition, you must attach a certified death certificate (must be certified by the government authority, as exhibited by a “raised seal” on the certificate). You may request assistance from the U.S. Benefits Center (1-989/636-9556) if you need help completing the MetLife claims form.

Once you have completed the MetLife claims form, you must send it and the certified death certificate to:

U.S. Benefits Center

The Dow Chemical Company

Employee Development Center

Midland, MI 48674

Attention: Administrator for the life insurance plans

The U.S. Benefits Center will review and sign your completed MetLife claims form and forward the form and certified death certificate to:

Metropolitan Life Insurance Company

Group Life Claims

P.O. Box 6115

Utica, NY 13504-6115

CLAIMS FOR DETERMINATION OF ELIGIBILITY

Information Required In Order to Be a “Claim”:

For Claims that are requests for Eligibility Determinations, the Claims must be in writing and contain the following information:

State the name of the Employee, and also the name of the person (Employee, Spouse/Domestic Partner, Dependent child, as applicable) for whom the Eligibility Determination is being requested

Name the benefit plan for which the Eligibility Determination is being requested

If the Eligibility Determination is for the Employee’s Dependent, describe the relationship for whom an Eligibility Determination is being requested to the Employee (e.g. Spouse/Domestic Partner, child, etc.)

Provide documentation of such relationship (e.g. marriage certificate, Statement of Domestic Partnership, birth certificate, etc)

Claims for Eligibility Determinations must be filed with:

U.S. Benefits Center

The Dow Chemical Company

Employee Development Center

Midland, MI 48674

Attention: Administrator for the life insurance plans

(Eligibility Determination)

INITIAL DETERMINATIONS

If you submit a Claim for Plan Benefits or a Claim for Eligibility Determination to the applicable Administrator, the applicable Administrator will review your Claim and notify you of its decision to approve or deny your Claim. Such notification will be provided to you in writing within a reasonable period, not to exceed 90 days of the date you submitted your claim; except that under special circumstances, the Administrator may have up to an additional 90 days to provide you such written notification. If the Administrator needs such an extension, it will notify you prior to the expiration of the initial 90 day period, state the reason why such an extension is needed, and indicate when it will make its determination. If the applicable Administrator denies the Claim, the written notification of the Claims decision will state the reason(s) why the Claim was denied and refer to the pertinent Plan provision(s). If the Claim was denied because you did not file a complete Claim or because the Administrator needed additional information, the Claims decision will state that as the reason for denying the Claim and will explain why such information was necessary.

APPEALING THE INITIAL DETERMINATION

If the applicable Administrator has denied your Claim for Plan Benefits or Claim for Eligibility Determination, you may appeal the decision. If you appeal the Administrator’s decision, you must do so in writing within 60 days of receipt of the Administrator’s determination, assuming that there are no extenuating circumstances, as determined by the applicable Administrator. Your written appeal must include the following information:

· Name of Employee

·	Name of Dependent or beneficiary, if the Dependent or beneficiary is the person who is appealing the Administrator’s decision

· Name of the benefit Plan

· Reference to the Initial Determination

· Explain reason why you are appealing the Initial Determination

Send appeals of Eligibility Determinations to:

Global Benefits Director

The Dow Chemical Company

Employee Development Center

Midland, MI 48674

Attention: Administrator for the life insurance plans

(Appeal of Eligibility Determination)

Send appeals of benefit denials to:

Metropolitan Life Insurance Company

Group Life Claims – The Dow Chemical Company

Oneida County Industrial Park

Utica, NY 13504-6115

Attention: Claims Administrator

(Appellate Review)

You may submit any additional information to the applicable Administrator when you submit your request for appeal. You may also request that the Administrator provide you copies of documents, records and other information that is relevant to your Claim, as determined by the applicable Administrator under applicable federal regulations. Your request must be in writing. Such information will be provided at no cost to you.

After the applicable Administrator receives your written request to appeal the initial determination, the Administrator will review your Claim. Deference will not be given to the initial adverse decision, and the appellate reviewer will look at the Claim anew. The person who will review your appeal will not be the same person as the person who made the initial decision to deny the Claim. In addition, the person who is reviewing the appeal will not be a subordinate who reports to the person who made the initial decision to deny the Claim. The Administrator will notify you in writing of its final decision. Such notification will be provided within a reasonable period, not to exceed 60 days of the written request for appellate review, except that under special circumstances, the Administrator may have up to an additional 60 days to provide written notification of the final decision. If the Administrator needs such an extension, it will notify you prior to the expiration of the initial 60 day period, state the reason why such an extension is needed, and indicate when it will make its determination. If the Administrator determines that it does not have sufficient information to make a decision on the Claim prior to the expiration of the initial 60 day period, it will notify you. It will describe any additional material or information necessary to submit to the Plan, and provide you with the deadline for submitting such information. The initial 60 day time period for the Administrator to make a final written decision, plus the 60 day extension period (if applicable) are tolled from the date the notification of insufficiency is sent to you until the date on which it receives your response. (“Tolled” means the “clock or time is stopped or suspended”. In other words, the deadline for the Administrator to make its decision is “put on hold” until it receives the requested information). The tolling period ends when the Administrator receives your response, regardless of the adequacy of your response.

If the Administrator has determined to that its final decision is to deny your Claim, the written notification of the decision will state the reason(s) for the denial and refer to the pertinent Plan provision(s).

DEFINITIONS APPENDIX

See Plan Document for additional definitions. A pronoun or adjective in the masculine gender includes the feminine gender, and the singular includes the plural, unless the context clearly indicates otherwise.

“Actively at Work” or “Active Work” means that you are performing all of the usual and customary duties of your job with the Participating Employer on a Full Time or Less-Than Full Time basis. This must be done at:

the Participating Employer’s place of business; or;

an alternate place approved by the Participating Employer; or

a place to which the Participating Employer’s business requires you to travel.

You will be deemed to be Actively at Work during weekends or Participating Employer approved vacations, holidays or business closures if you were Actively at Work on the last scheduled work day preceding such time off.

"Administrator" means either the Plan Administrator or the Claims Administrator.

"Bargained-for Individual" or “Bargained-for Employee” means an Employee who is represented by a collective bargaining unit that is recognized by the Company or Participating Employer. “Hourly Employee” and “Bargained-for Employee” have the same meaning.

"Claim" means a written request by a claimant for a plan benefit or an Eligibility Determination that contains at a minimum, the information described in the Claims Procedures Appendix of the applicable SPD.

"Claim for an Eligibility Determination" means a Claim requesting a determination as to whether a claimant is eligible to be a Participant under a Plan.

"Claim for a Plan Benefit" means a Claim requesting that the Plan pay for benefits covered under a Plan.

"Claims Administrator" means Metropolitan Life Insurance Company with whom the Company has contracted to perform certain services under the Program.

"Code" means the Internal Revenue code of 1986, as amended from time to time. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation which amends, supplements or replaces such section or subsection.

"Company" means The Dow Chemical Company, a corporation organized under the laws of Delaware.

“Domestic Partner” means a person who is a member of a Domestic Partnership.

“Domestic Partnership” means two people claiming to be "domestic partners" who meet all of the following requirements of paragraph A, or the requirements of paragraph B:

the two people must have lived together for at least twelve (12) consecutive months immediately prior to receiving coverage for benefits under the Plan, and

the two people are not Married to other persons either now, or at any time during the twelve month period, and

during the twelve month period, and now, the two people have been and are each other's sole domestic partner in a committed relationship similar to a legal Marriage relationship and with the intent to remain in the relationship indefinitely, and

each of the two people must be legally competent and able to enter into a contract, and

the two people are not related to each other in a way which would prohibit legal Marriage between opposite sex individuals, and

in entering the relationship with each other, neither of the two people are acting fraudulently or under duress, and

during the twelve month period and now, the two people have been and are financially interdependent with each other, and

each of the two people have signed a statement acceptable to the Plan Administrator and have provided it to the Plan Administrator.

Evidence satisfactory to the Plan Administrator is provided that the two people are registered as domestic partners, or partners in a civil union in a state or municipality or country that legally recognizes such domestic partnerships or civil unions, and

each of the two people have signed a statement acceptable to the Plan Administrator and have provided it to the Plan Administrator.

"Dow" means a Participating Employer or collectively, the Participating Employers, as determined by the context of the sentence in which it is used, as such is interpreted by the Plan Administrator or his delegee.

“Employee” means a person who:

receives payment for services performed for the Participating Employer directly from the Company’s U.S. Payroll Department, or another Participating Employer’s U.S. Payroll Department; and

is either a Salaried individual who is classified by the Participating Employer as having “regular full-time status or “less-than-full-time status’, or a Bargained-for individual who is classified by the Participating Employer as having “regular full –time active status”, and

if Localized, is Localized in the U.S., and

if on an international assignment, is either a U.S. citizen or Localized in the U.S.

The definition of “Employee” does not include an individual who performs services for the benefit of a Participating Employer if his compensation is paid by an entity or source other than the Company’s U.S. Payroll Department or another Participating Employer’s U.S. Payroll Department. Further, the definition of “Employee” does not include any individual who is characterized by the Participating Employer as an independent contractor, contingent worker, consultant, contractor, or similar term. These individuals are not “Employees” (with a capital “E”) for purposes of the Plan even if such an individual is determined by a court or regulatory agency to be a “common law employee” of a Participating Employer.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Full-Time” Employee means an Employee who has been classified by a Participating Employer as having “full-time” status.

"Hourly Employee" means an Employee who is represented by a collective bargaining unit that is recognized by the Company or Participating Employer. “Hourly Employee” and “Bargained-for Employee” have the same meaning.

“Less-Than-Full-Time” Employee means an Employee who has been approved by a Participating Employer to work 20 to 39 hours per week and is classified by a Participating Employer as having “Less-Than-Full-Time Status”.

“Localized” means that a Participating Employer has made a determination that an Employee is permanently relocated to a particular country, and the Employee has accepted such determination. For example, a Malaysian national is “Localized” to the U.S. when a Participating Employer has determined that such Employee is permanently relocated to the U.S., and such Employee has accepted such determination.

"Married" or "Marriage" means a legally valid marriage between a man and a woman recognized by the state in which the man and the woman reside.

"Participating Employer" means the Company or any other corporation or business entity the Company authorizes to participate in the Program with respect to its Employees. Notwithstanding anything to the contrary, a “Participating Employer” is only a “Participating Employer” while it is a member of the Controlled Group. If the entity ceases to be a member of the Controlled Group, then the entity ceases to be a “Participating Employer” on the date it is no longer a member of the “Controlled Group”. “Controlled Group” is with respect to The Dow Chemical Company, and means a controlled group

of corporations or entities within the meaning of section 414(b) or section 414(c) of the Code.

“Plan” means either the Company-Paid Life Insurance Plan (for Salaried and Certain Bargained for Employees), which is a component of The Dow Chemical Company Group Life Insurance Program (ERISA Plan #507); or the Employee-Paid Life Insurance Plan or the Dependent Life Insurance Plan, which are components of The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program (ERISA Plan #515); whichever the case may be.

"Plan Administrator" means the Company or such person or committee as may be appointed from time to time by the Company to serve at its pleasure.

"Plan Document" means either the plan document for The Dow Chemical Company Group Life Insurance Program or The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program, whichever the case may be.

"Program" means either The Dow Chemical Company Group Life Insurance Program (ERISA Plan #507) or The Dow Chemical Company Employee-Paid and Dependent Life Insurance Program (ERISA Plan #515), whichever the case may be.

"Program Year" means the 12-consecutive-month period ending each December 31.

“Regular” Employee is an Employee who is classified by the Employer as “regular.”

"Retire" or "Retirement" means when an active Employee who is age 50 or older with 10 or more years of Service terminates employment with a Participating Employer who is also a “Retiree”.

"Retiree" means an Employee who is age 50 or older with 10 or more years of Service when his employment terminated with a Participating Employer and is eligible to receive a pension under the Dow Employees’ Pension Plan and was a Participant in the Program on the day preceding Retirement. An Employee who is receiving, or has received a benefit, under the 1993 Special Separation Payment Plan who is 50 or older at the time he leaves active employment with Dow, regardless of years of Service, is also a "Retiree".

“Retiree” also means an Employee who is age 50 or older with 10 or more years of Service when his employment terminated with a Participating Employer, terminated employment with the Participating Employer on or after February 6, 2003, is eligible to receive a pension under the terms of the Union Carbide Employees’ Pension Plan, and was a Participant in the Program on the day preceding termination of employment with the Participating Employer.

“Retiree” also means an Employee who was enrolled in The Dow Chemical Company Executive Split Dollar Life Insurance Plan, terminated employment with Dow Chemical Canada Inc. on or after October 1, 2003 at age 50 or older with 10 or more years of Service, is eligible to receive a pension from the pension plan sponsored by Dow Chemical Canada Inc., and signed a waiver of all his rights under The Dow Chemical Company Executive Split Dollar Life Insurance Agreement between himself and The Dow Chemical Company.

“Rohm and Haas Company” means the “participating employer” as defined under the Rohm and Haas Company Health and Welfare Plan.

"Salaried" means an individual who is not represented by a collective bargaining unit.

“Service” means:

With respect to a Retiree who is eligible to receive a pension from the Dow Employees’ Pension Plan, "Service" means either Eligibility Service" or "Credited Service" recognized under the Dow Employees' Pension Plan, whichever is greater. With respect to a Retiree who is eligible to receive a pension from the Union Carbide Employees’ Pension Plan, “Service” means “Eligibility Service” or “Credited Service” recognized under the Union Carbide Employees’ Pension Plan, whichever is greater.

"Spouse" means a person who is Married to the Employee.

“SPD” means the Summary Plan Description.

The Dow Chemical Company

Elective Deferral Plan

(Post 2004)

Restated and Effective January 1, 2010

ARTICLE I

PURPOSE AND EFFECTIVE DATE

The purpose of The Dow Chemical Company Elective Deferral Plan (“Plan”) is to aid The Dow Chemical Company and its subsidiaries in retaining and attracting executive employees by providing them with tax deferred savings opportunities. The Plan provides a select group of management and highly compensated employees of The Dow Chemical Company and certain subsidiaries with the opportunity to elect to defer receipt of specified portions of compensation, and to have these deferred amounts treated as if invested in specified Hypothetical Investment Benchmarks. The benefits provided under the Plan shall be provided in consideration for services to be performed after the effective date of the Plan, but prior to the executive’s Separation from Service.

The Plan is intended to (1) constitute an unfunded program maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated Employees consistent with the requirements of Sections 201(2), 301 (a)(3) and 401 (a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA9, and (2) comply with Section 409A of the Internal Revenue Code of 1986 (“Code”) and official guidance issued thereunder. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

The Plan shall be effective for deferrals made hereunder on or after January 1, 2005. Amendments were made to the Plan on January 10, 2005 and March 11 2005 to comply with the provisions of Code section 409A, and a minor amendment was made to the Plan on January 23, 2006. On September 1, 2006, the Plan was amended to further comply with the provisions of Code section 409A and, effective September 1, 2006 and January 1, 2007, to change the Hypothetical Investment Benchmarks. On November 1, 2006, the Plan was amended for Change of Control language. On December 31, 2008, the Plan was amended and restated to comply with the requirements of Code section 409A and the final regulations thereunder, effective January 1, 2009. On January 1, 2010, minor amendments to the Plan were made via a Plan restatement to change the Hypothetical Investment Benchmarks, to clarify the valuation date used for the calculation of installment payments, and to eliminate the small balance distribution. For rules that apply to the distribution of amounts that were earned and vested prior to 2005 (and earnings thereon) and are exempt from the requirements of Code section 409A, refer to the plan document in effect on October 3, 2004. For rules that apply to the distribution of amounts that were earned and vested prior to January 1, 2010 (and earnings thereon) refer to the plan document in effect on January 1, 2009 unless such distributions have been further modified by a participant election per section 7.02 below.

ARTICLE II

DEFINITIONS

For the purposes of this Plan, the following words and phrases shall have the meanings indicated, unless the context clearly indicates otherwise:

Section 2.01 Administrator. “Administrator” means the Retirement Board appointed under the Dow Employees’ Pension Plan.

Section 2.02 Base Salary. “Base Salary” means the annual base rate of pay from the Company at which a Participant is employed (excluding Performance Awards, commissions, relocation expenses, and other non-regular forms of compensation) before deductions under (A) deferrals pursuant to Section 4.02 and (B) contributions made on his or her behalf to any qualified plan maintained by any Company or to any cafeteria plan under Code section 125 maintained by any Company. “Base Salary” for a Cadre Employee means the annual base rate of pay (excluding Performance Awards, commissions, relocation expenses, and other non-regular forms of compensation) before the deductions listed above payable to a Cadre Employee while the Cadre Employee is on U.S. assignment.

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Section 2.03 Base Salary Deferral. “Base Salary Deferral” means the amount of a Participant’s Base Salary which the Participant elects to have withheld on a pre-tax basis from his or her Base Salary and credited to his or her Deferral Account pursuant to Section 4.02.

Section 2.04 Beneficiary. “Beneficiary” means the person, persons or entity designated by the Participant to receive any benefits payable under the Plan pursuant to Article VIII.

Section 2.05 Board. “Board” means the Board of Directors of The Dow Chemical Company.

Section 2.06 Cadre Employee. “Cadre Employee” means an employee who has been authorized by Dow Europe GmbH to participate in the Cadre Pension Plan and who earns compensation while on assignment in the U.S.

Section 2.07 Change of Control. For purposes of this Plan, a ‘Change of Control” shall be deemed to have occurred on: (a) the date that any one person, or more than one person acting as a group acquires, ownership of stock of The Dow Chemical Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of The Dow Chemical Company, (b) the date that a majority of the members of the Board of Directors of The Dow Chemical Company is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the directors before the date of the appointment or election, (c) the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of The Dow Chemical Company possessing 30% or more of the total voting power of the stock of such corporation, (d) the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from The Dow Chemical Company that has a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of The Dow Chemical Company immediately before such acquisition or acquisitions, provided that the following asset transfers shall not result in a Change of Control: (i) a transfer of assets to a stockholder of The Dow Chemical Company in exchange for or with respect to its stock, (ii) a transfer to a corporation, 50% or more of the total value or voting power of which is owned, directly or indirectly, by The Dow Chemical Company, (iii) a transfer to a person, or more than one person acting as a group, that owns 50% or more of the stock of The Dow Chemical Company, or (iv) a transfer to an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (iii). This definition of “Change of Control” is intended to conform to the definition of a “change in ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation” as defined under Code section 409A and any subsequent authority issued pursuant thereto, and no corporate event shall be considered a Change of Control unless it meets such requirements.

Section 2.08 Code. “Code” means the Internal Revenue Code of 1986, as amended.

Section 2.09 Common Stock. “Common Stock” means the common stock of The Dow Chemical Company.

Section 2.10 Company. “Company” means The Dow Chemical Company, its successors, any subsidiary or affiliated organizations authorized by the Board or the Administrator to participate in the Plan and any organization into which or with which The Dow Chemical Company may merge or consolidate or to which all or substantially all of its assets may be transferred.

Section 2.11 Deferral Account. “Deferral Account” means the notional account established for record keeping purposes for each Participant pursuant to Article VI.

Section 2.12 Deferred Amount. “Deferred Amount” means the amount deferred pursuant to Section 4.02.

Section 2.13 Designee. “Designee” means The Dow Chemical Company’s Global Compensation & Benefits Department to whom the Administrator has delegated the authority to take action under the Plan.

Section 2.14 Disabled. “Disabled” or “Disability” means a Participant who, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, is receiving income replacement benefits for a period of not less than 3 months under the Company’s ERISA welfare plan that provides long-term disability payments. The Administrator, in its complete and sole discretion, shall determine whether a Participant is Disabled. The Administrator may require that the Participant submit to an examination on an annual basis, at the expense of the Company at which such Participant was employed, by a

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competent physician or medical clinic selected by the Administrator to confirm the Participant is Disabled. On the basis of such medical evidence, the determination of the Administrator as to whether or not a condition of Disability exists or continues shall be conclusive.

Section 2.15 Discretionary Company Contribution. “Discretionary Company Contribution” means an amount credited to a Participant’s Deferral Account pursuant to Section 7.09.

Section 2,16 Domestic Partner. A person who is a member of a Domestic Partnership.

Section 2.17 Domestic Partnership. A partnership of two people that meets the definition of ‘Domestic Partnership” as defined in the Savings Plan.

Section 2.18 Eligible Compensation. Eligible Compensation” means any Base Salary, Performance Awards and any other monies treated as eligible compensation by The Dow Chemical Company, payable to a Participant to the extent the Participant is on the U.S. payroll of the Company at the time the amount would have otherwise been paid to the Participant. “Eligible Compensation” for a Cadre Employee means any Base Salary, Performance Awards and any other monies treated as eligible compensation by The Dow Chemical Company, payable to a Cadre Employee while the Cadre Employee is on U.S. assignment.

Section 2.19 Eligible Employee. “Eligible Employee”’ means an employee of any Company who: (i) is a United States employee or an expatriate who is paid from one of The Dow Chemical Company’s U.S. entities, (ii) is a member of the functional specialist/functional leader or global leadership job families, (Hi) has a job level of 362 points or higher, (iv) is eligible for participation in the Savings Plan, (v) is designated by the Administrator as eligible to participate in the Plan as of September 30 for deferral of Base Salary and Performance Awards, and (vi) qualifies as a member of the “select group of management or highly compensated employees” under ERISA. For purposes of Section 7.09, Discretionary Company Contributions, only, “Eligible Employee” means an employee who: (i) is a United States employee, (H) has terminated employment with a foreign affiliate of the Company and has accepted employment with one of the Company’s U.S. entities, (Hi) is eligible for a signing bonus from one of the Company’s U.S. entities, (iv) has a job level of 208 points or higher, (v) is eligible for participation in the Savings Plan and (vi) qualifies as a member of the “select group of management or highly compensated employees” under ERISA.

Section 2.20 ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

Section 2.21 Executive Life Insurance. “Executive Life Insurance” means a life insurance policy under TDCC Executive Split Dollar Life Insurance Plan, or the UCC Executive Life Insurance Plan.

Section 2.22 Fair Market Value. “Fair Market Value” of a share of Common Stock means the closing price of The Dow Chemical Company’s Common Stock on the New York Stock Exchange on the most recent day on which the Common Stock was so traded that precedes the date the Fair Market Value is to be determined. The definition of Fair Market Value in this Section shall be exclusively used to determine the values of a Participant’s interest in The Dow Chemical Company Stock Index Fund (defined in Section 6.02(b)) for all relevant purposes under the Plan.

Section 2.23 Form of Payment. “Form of Payment” means payment in one lump sum or in substantially equal monthly, quarterly or annual installments not to exceed 15 years.

Section 2.24 Hardship Withdrawal. “Hardship Withdrawal” means the early payment of all or part of the balance in a Deferral Account(s) in the event of an Unforeseeable Emergency.

Section 2.25 Hypothetical Investment Benchmark. “Hypothetical Investment Benchmark” shall mean the phantom investment benchmarks which are used to measure the return credited to a Participant’s Deferral Account.

Section 2.26 Key Employee. “Key Employee” means any Eligible Employee or Cadre Employee who has a job level of 820 points or higher as of his Separation from Service.

Section 2.27 Matching Contribution. “Matching Contribution” means the amount of annual matching contribution that each Company will make to the Plan.

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Section2.28 Participant. “Participant” means any individual who is eligible and makes an election to participate in this Plan by filing a Participation Agreement as provided in Article IV.

Section 2.29 Participation Agreement. “Participation Agreement” means an agreement filed by a Participant in accordance with Article IV.

Section 2.30 Performance Awards. “Performance Awards” means the amount paid in cash to the Participant by any Company in the form of annual incentive bonuses for a Plan Year. “Performance Awards” for a Cadre Employee means the annual incentive bonuses for a Plan Year payable to a Cadre Employee while the Cadre Employee is on U.S. assignment.

Section 2.31 Performance Deferral. “Performance Deferral” means the amount of a Participant’s Performance Award which the Participant elects to have withheld on a pre-tax basis from his or her Performance Award and credited to his or her account pursuant to Section 4.02.

Section 2.32 Phantom Share Units. “Phantom Share Units” means units of deemed investment in shares of The Dow Chemical Company Common Stock so determined under Section 6.02(b).

Section 2.33 Plan Year. “Plan Year” means a twelve-month period beginning January 1 and ending the following December 31.

Section 2.34 Savings Plan. “Savings Plan” means The Dow Chemical Company Employees’ Savings Plan as it currently exists and as it may subsequently be amended.

Section 2.35 Section 16 Participant. “Section 16 Participant” means an officer or director of The Dow Chemical Company required to report transactions in The Dow Chemical Company securities to the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934.

Section 2.36 Separation from Service. “Separation from Service” or “Separates from Service” means a “separation from service” within the meaning of Section 409A of the Code, except that in applying Section 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled group of corporations under Section 414(b) and (c) of the Code, and in applying Treasury Regulation section 1.414(c)-2 for purposes of determining trades or businesses that are under common control under Section 414(c) of the Code, the language “at least 45 percent” is used instead of “at least 80 percent” each place it appears.

Section 2.37 Unforeseeable Emergency. “Unforeseeable Emergency’ means severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code section 152(a)) of the Participant loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant as determined by the Administrator. The amount of the distribution may not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise, by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by cessation of the Participant’s deferrals under the Plan.

Section 2.38 Valuation Date. “Valuation Date” means the 4th day or the prior business day each calendar month or such other date as the Administrator in its sole discretion may determine.

ARTICLE III

ADMINISTRATION

Section 3.01 Administrator Duties. This Plan shall be administered by the Administrator. The Administrator shall act by a majority of its members by vote at a meeting or by unanimous consent in writing. If all members of the Administrator are not available, a quorum, consisting of three (3) members of the Administrator, may act by a majority of the quorum. It may authorize one or more of its members to execute documents in its behalf. Any person, upon written notification of the authorization, shall accept and rely upon that authorization until notified in writing that the Administrator has revoked the authorization. The Administrator shall appoint a secretary (who may or may not be an Administrator

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member) to keep all minutes of its meetings and to receive and deliver all notices. The secretary shall record and, where appropriate, communicate to all persons affected all delegations made by the Administrator of its responsibilities, any rules and procedures adopted by the Administrator and all other formal actions taken by the Administrator. No member of the Administrator shall vote or act on any matter relating solely to him/herself. The Administrator may meet by means of a conference telephone or similar communications equipment that enables all persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting and waiver of notice of such meeting.

The Administrator shall be responsible for the administration of this Plan and shall have all powers necessary to administer this Plan, including discretionary authority to determine eligibility for benefits and to decide claims under the terms of this Plan, except to the extent that any such powers that are specially vested in any other person administering this Plan by the Administrator. The Administrator may from time to time establish rules for the administration on this Plan, and it shall have the exclusive right to interpret this Plan and to decide any matters arising in connection with the administration and operation of this Plan. All rules, interpretations and decisions of the Administrator shall be conclusive and binding on any Company, Participants and Beneficiaries.

The Administrator has delegated to the Designee responsibility for performing certain administrative and ministerial functions under this Plan. The Designee shall be responsible for determining in the first instance issues related to eligibility, Hypothetical Investment Benchmarks, distribution of Deferred Amounts, determination of account balances, crediting of hypothetical earnings and debiting of hypothetical losses and of distributions, withdrawals, deferral elections and any other duties concerning the day-to-day operation of this Plan. The Administrator shall have discretion to delegate such additional duties as it may determine. The Designee may retain and supervise outside providers, third party administrators, record keepers and professionals (including in-house professionals) to perform any or all of the duties delegated to it hereunder.

Neither The Dow Chemical Company, any other Company, a member of the Board, a member of the Administrator nor the Designee shall be liable for any act or action hereunder, whether of omission or commission, by any other member or employee or by any agent to whom duties in connection with the administration of this Plan have been delegated or for anything done or omitted to be done in connection with this Plan.

The Dow Chemical Company shall, to the fullest extent permitted by law, indemnify each director, officer or employee of The Dow Chemical Company (including the heirs, executors, administrators and other personal representatives of such person), each member of the Administrator and the Designee against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement, actually and reasonably incurred by such person in connection with any threatened, pending or actual suit, action or proceeding (whether civil, criminal, administrative or investigative in nature or otherwise) in which such person may be involved by reason of the fact that he or she is or was serving this Plan in any capacity at the request of The Dow Chemical Company, the Administrator or Designee.

Any expense incurred by The Dow Chemical Company or the Administrator relative to the administration of this Plan shall be paid by The Dow Chemical Company and/or may be deducted from the Deferral Accounts of the Participants as determined by the Administrator or Designee.

Section 3.02 Claim Procedure. If a Participant or Beneficiary (“claimant’) makes a written request alleging a right to receive payments under this Plan or alleging a right to receive an adjustment in benefits being paid under this Plan, such actions shall be treated as a claim for benefits. Benefits under this Plan shall be payable only if the Designee or the Administrator, as the case may be, determines, in its sole discretion, that a claimant is entitled to them.

(a) All initial claims for benefits under this Plan shall be sent to the Designee. If the Designee determines that any individual who has claimed a right to receive benefits, or different benefits, under this Plan is not entitled to receive all or any part of the benefits claimed, the Designee shall inform the claimant in writing of such determination and the reasons therefore in terms calculated to be understood by the claimant. The notice shall be sent within 90 days (45 days when the claim for benefits relates to receipt of disability payments) of receipt of the claim unless the Designee determines that additional time, not exceeding 90 additional days (30 days when the claim for benefits relates to receipt of disability payments and a second additional 30 days for a benefits determination when the Designee determines the additional time is necessary), is needed and so notifies the claimant in writing before the expiration of the initial 90 day period (45 day period when the claim relates to receipt of disability benefit payments). Any written notice of extension for review shall include the circumstances requiring extension and date by which a decision is expected to be rendered. A written notice of denial of benefits shall (1) state specific reasons for the denial, (2) make specific reference to the pertinent Plan provisions on which the denial is based, (3) describe any additional material or information that is necessary to support the claimants claim and an

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explanation of why such material or information is necessary, and (4) include a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of all documents, records or other information relevant (as defined by Department of Labor Regulation Section 2560.503-1(m)) to the claim. Such notice shall, in addition, inform the claimant of the procedure that the claimant should follow to take advantage of the review procedures set forth below in the event the claimant desires to contest the denial of the claim, including the right to bring a civil action under Section 502(a) of ERISA following exhaustion of review procedures set forth herein.

(b) The claimant may within 60 days (180 days when the review relates to receipt of disability benefits) after notice of the denial submit, in writing, to the Administrator a notice that the claimant contests the denial of his or her claim and desires a further review by the Administrator. During the review process, the claimant has the right to submit written comments, documents, records and other information relating to the claim for benefits, which the Administrator shall consider without regard to whether the items were considered upon the initial review. The Administrator shall within 60 days thereafter review the claim and authorize the claimant to, upon request and free of charge, have reasonable access to, and copies of all documents, records or other information relevant (as defined by Department of Labor Regulation Section 2560.503-1(m)) to the claim. The Administrator will render a final decision on behalf of The Dow Chemical Company with specific reasons therefore in writing and will transmit it to the claimant within 60 days (45 days when the claim relates to receipt of disability payments) of the written request for review, unless the Administrator determines that additional time, not exceeding 60 days (45 days when the claim relates to disability payments), is needed, and so notifies the claimant in writing before the expiration of the initial 60 day period (45 days when the claim relates to disability payments). In no event shall the Administrator render a final decision later than the initial 60 days (45 days when the claim relates to the receipt of disability payments) plus the possible additional 60 days (45 days when the claim relates to the receipt of disability payments) following receipt of the claimant’s appeal. Any written notice of extension for review shall include the circumstances requiring extension and date by which a decision is expected to be rendered. A written notice of denial of benefits upon review shall (1) state specific reasons for the denial, (2) make specific reference to the pertinent Plan provisions on which the denial is based, and (3) include a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of all documents, records or other information relevant (as defined by Department of Labor Regulation Section 2560.503-1(m)) to the claim. Such notice shall, in addition, inform the claimant of the right to bring a civil action under Section 502(a) of ERISA. If such determination is adverse to the claimant, it shall be binding and conclusive unless the claimant notifies the Administrator within 90 days after the mailing or delivery to him or her by the Administrator of its determination that he or she intends to institute legal proceedings challenging the determination of the Administrator, and actually institutes such legal proceeding within 180 days after such mailing or delivery.

ARTICLE IV

PARTICIPATION

Section 4.01 Participation.

(a) Eligible Employees. In general, participation in the Plan shall be limited to Eligible Employees who elect to participate in this Plan by filing a Participation Agreement with the Administrator in accordance with the Company’s enrollment procedures. A Participation Agreement normally must be filed on or prior to the November 30 (Eastern Standard Time) immediately preceding the Plan Year in which the Eligible Compensation to which the Participation Agreement relates is earned. An individual shall not be eligible to elect to participate in this Plan unless the individual qualifies as an Eligible Employee for the Plan Year for which the election is made. The Administrator, in its sole discretion and to the extent permitted by Code section 409A and the regulations or other guidance issued thereunder, may permit a newly Eligible Employee to submit a Participation Agreement within 30 days after the date the Eligible Employee becomes eligible, and deferrals shall commence as soon as practical thereafter for Eligible Compensation earned after the Administrator receives a completed and timely submitted Participation Agreement.

(b) Cadre Employees. Cadre Employees shall also be eligible to participate in the Plan by filing a Participation Agreement with the Administrator in accordance with the Company’s enrollment procedures. A Participation Agreement normally must be filed on or prior to the November 30 (Eastern Standard Time) immediately preceding the Plan Year in which the Eligible Compensation to which the Participation Agreement relates is earned. The Administrator, in its sole discretion and to the extent permitted by Code section 409A and the regulations or other guidance issued thereunder, may permit a newly eligible Cadre Employee to submit a Participation Agreement within 30 days after the date the Cadre Employee becomes eligible, and deferrals shall commence as soon as practical thereafter for Eligible Compensation earned after the Administrator receives a completed and timely submitted Participation Agreement. In addition, the Administrator, in

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its sole discretion and to the extent permitted by Code section 409A Code and the regulations or other guidance issued thereunder, may permit a newly eligible Cadre Employee for the first Plan Year in which the Cadre Employee is a resident alien to make a deferral election in a timely manner as permitted under Treas. Reg. Section 1.409A-2(c).

Section 4.02 Contents of Participation Agreement.

(a) Eligible Employees. Subject to Article VII, each Participation Agreement shall set forth the amount of Eligible Compensation for the Plan Year to which the Participation Agreement relates that is to be deferred under the Plan (the “Deferred Amount”), expressed as either a dollar amount or a percentage of the Base Salary and Performance Awards for such Plan Year; provided, that the minimum Deferred Amount for any Plan Year shall not be less than 5% (in 5% increments) of Base Salary and/or 5% (in 5% increments) of any Performance Award and the maximum Deferred Amount for any Plan Year shall not exceed 50% of Base Salary and 85% of any Performance Award. Effective for deferrals earned on or after January 1, 2010, the maximum Deferred Amount for any Plan Year shall not exceed 75% of Base Salary and 100% of Performance Award. In accordance with the provisions contained in Article VII, each Participation Agreement shall also set forth a time and Form of Payment of a Deferred Amount. Participation Agreements are to be completed in a format specified by the Administrator. Notwithstanding the foregoing, if a Participant shall have failed to designate properly the form of payment of the Participant’s benefit under the Plan, such payment will be in a lump sum.

(b) Cadre Employees. A Cadre Employees Participation Agreement shall set forth the amount of Base Salary for the Plan Year to which the Participation Agreement relates that is to be deferred under the Plan (the “Deferred Amount’), expressed as a whole percentage of the Base Salary for such Plan Year; provided that the maximum Deferred Amount for any Plan Year shall not exceed 15% of Base Salary. In addition, each Participation Agreement shall, in accordance with the provisions contained in Article VII, set forth a time and Form of Payment of a Deferred Amount. Participation Agreements are to be completed in a format specified by the Administrator.

Section 4.03 Modification or Revocation of Election by Participant. A Participant may not change the amount of his or her Deferred Amount during a Plan Year. A Participants Participation Agreement may not be made, modified or revoked retroactively.

ARTICLE V

DEFERRED COMPENSATION

Section 5.01 Elective Deferred Compensation. The Deferred Amount of a Participant with respect to each Plan Year of participation in the Plan shall be credited to the Participant’s Deferral Account as and when such Deferred Amount would otherwise have been paid to the Participant. If a Participant is employed at a Company other than The Dow Chemical Company, such Company shall pay or transfer the Deferred Amounts for all such Company’s Participants to The Dow Chemical Company as and when the Deferred Amounts are withheld from a Participants Base Salary or Performance Award. Such forwarded Deferred Amounts will be held as part of the general assets of The Dow Chemical Company. The earnings credit under Section 6.02 based on a Participants investment selection among the Hypothetical Investment Benchmarks specified in Appendix A hereto, as amended by the Administrator from time to time, shall be borne by The Dow Chemical Company. To the extent that any Company is required to withhold any taxes or other amounts from the Deferred Amount pursuant to any state, Federal or local law, such amounts shall be taken out of other compensation eligible to be paid to the Participant that is not deferred under this Plan.

Section 5.02 Vesting of Deferral Account. Except as provided in Sections 7.09 and 7.10, a Participant shall be 100% vested in his or her Deferral Account as of each Valuation Date.

ARTICLE VI

MAINTENANCE AND INVESTMENT OF ACCOUNTS

Section 6.01 Maintenance of Accounts. Separate Deferral Accounts shall be maintained for each Participant. More than one Deferral Account may be maintained for a Participant as necessary to reflect (a) various Hypothetical Investment Benchmarks and/or (b) separate Participation Agreements specifying different times and Forms of Payment. A Participants Deferral Account(s) shall be utilized solely as a device for the measurement and determination of the amounts to

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be paid to the Participant pursuant to this Plan, and shall not constitute or be treated as a trust fund of any kind. The Administrator shall determine the balance of each Deferral Account, as of each Valuation Date, by adjusting the balance of such Deferral Account as of the immediately preceding Valuation Date to reflect changes in the value of the deemed investments thereof, credits and debits pursuant to Section 6.02 and Section 7.08 and distributions pursuant to Article VII with respect to such Deferral Account since the preceding Valuation Date.

Section 6.02 Hypothetical Investment Benchmarks. (a) Each Participant shall be entitled to direct the manner in which his or her Deferral Accounts will be deemed to be invested, selecting among the Hypothetical Investment Benchmarks specified in Appendix A hereto, as amended by the Administrator from time to time, and in accordance with such rules, regulations and procedures as the Administrator may establish from time to time. Notwithstanding anything to the contrary herein, earnings and losses based on a Participant’s investment elections shall begin to accrue as of the date such Participant’s Deferred Amounts are credited to his or her Deferral Accounts. Participants, except for Section 16 Participants, can reallocate among the Hypothetical Investment Benchmarks on a daily basis. Section 16 Participants can reallocate among the Hypothetical Investment Benchmarks in accordance with such rules, regulations and procedures as the Administrator may establish from time to time.

(b) (i) The Hypothetical Investment Benchmarks available for Deferral Accounts will include “The Dow Chemical Company Stock Index Fund.” The Dow Chemical Company Stock Index Fund will consist of deemed investments in shares of The Dow Chemical Company Common Stock including reinvestment of dividends and stock splits. Deferred Amounts that are deemed to be invested in The Dow Chemical Company Stock Index Fund shall be converted into Phantom Share Units based upon the Fair Market Value of the Common Stock as of the date(s) the Deferred Amounts are to be credited to a Deferral Account. The portion of any Deferral Account that is invested in The Dow Chemical Company Stock Index Fund shall be credited, as of each dividend payment date, with additional Phantom Share Units of Common Stock with respect to cash dividends paid on the Common Stock with record dates during the period beginning on the day after the most recent preceding Valuation Date and ending on such Valuation Date.

(ii) When a reallocation or a distribution of all or a portion of a Deferral Account that is invested in The Dow Chemical Company Stock Index Fund is to be made, the balance in such a Deferral Account shall be determined by multiplying the Fair Market Value of one share of Common Stock on the most recent Valuation Date preceding the date of such reallocation or distribution by the number of Phantom Share Units to be reallocated or distributed. Upon a distribution, the amounts in The Dow Chemical Company Stock Index Fund shall be distributed in the form of cash having a value equal to the Fair Market Value of a comparable number of actual shares of Common Stock.

(iii) In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, or other change in the corporate structure of The Dow Chemical Company affecting Common Stock, or a sale by The Dow Chemical Company of all or part of its assets, or any distribution to stockholders other than a normal cash dividend, then the Administrator may make appropriate adjustments to the number of Phantom Share Units credited to any Deferral Account. The determination of the Administrator as to such adjustments, if any, to be made shall be conclusive.

Section 16 Participants may not elect to direct their Deferral Amount into the Hypothetical Investment Benchmark of The Dow Chemical Company Stock Index Fund.

(iv) Notwithstanding any other provision of this Plan, the Administrator shall adopt such procedures as it may determine are necessary to ensure that with respect to any Participant who is actually or potentially subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, the crediting of deemed shares to his or her Deferral Account is deemed to be an exempt purchase for purposes of such Section 16(b), including without limitation requiring that no shares of Common Stock or cash relating to such deemed shares may be distributed for six months after being credited to such Deferral Account.

Section 6.03 Statement of Accounts. Each Participant shall be issued quarterly statements of his or her Deferral Account(s) in such form as the Administrator deems desirable, setting forth the balance to the credit of such Participant in his or her Deferral Account(s) as of the end of the most recently completed quarter.

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ARTICLE VII

BENEFITS

Section 7.01 Time and Form of Payment.

(a) For Deferral Accounts for years prior to 2010. The Dow Chemical Company shall pay to the Participant the balance of each Deferral Account at the time and in the Form of Payment as provided in this Article 7.01(a). A separate distribution election can be made for Base Salary and Performance Award. If the Participant is employed at a Company other than The Dow Chemical Company, such Company shall pay the balance of such Participants Deferral Account, pursuant to the terms of the Plan, and The Dow Chemical Company shall reimburse such Company for any such payments.

(i) Distributions in a Specific Year. A Participant may elect in a Participation Agreement to have a Deferral Account be distributed in a lump sum (determined as of the most recent Valuation Date preceding the payment date) in cash in a specific future year or be distributed in installment payments (either annual or monthly from 2 to 15 years) beginning in a specific future year. Distributions pursuant to this Section 7.01(a) shall be made or commence on the January 31 (or the last immediately preceding business day of January if such January 31st is not a business day) of the year that the Participant has selected to begin receiving distributions. If a Participant has selected quarterly installment payments, such distributions shall commence on the March 31 (or the last immediately preceding business day of March if such March 31st is not a business day) of the year that the Participant has selected to begin receiving distributions. The minimum deferral period is 12 months for Base Salary and 24 months for Performance Awards.

(ii) Distributions upon Separation from Service. Alternatively, a Participant may elect in a Participation Agreement to have a Deferral Account be distributed (i) in a lump sum (determined as of the most recent Valuation Date preceding the payment date) in cash in the year after the year in which the Participant’s Separation from Service occurs, (ii) in installment payments (either annual, quarterly or monthly for up to 15 years) beginning in the year after the year in which the Participant’s Separation from Service occurs, (iii) in a lump sum (determined as of the most recent Valuation Date preceding the payment date) in cash in the second year after the year in which the Participant’s Separation from Service occurs, or (iv) in installment payments (either annual, quarterly or monthly for up to 15 years) beginning in the second year after the year in which the Participant’s Separation from Service occurs. Except when a Participant elects quarterly installment payments, such distributions pursuant to this Section 7.01(b) shall be made or commence on the January 31 (or the last immediately preceding business day of January if such January 31st is not a business day) of the applicable year. If a Participant has selected quarterly installment payments, such distributions pursuant to this Section 7.01(b) shall commence on the March 31st (or the last immediately preceding business day of March if such March 31st is not a business day) of the applicable year.

(iii) Distributions upon Separation from Service by a Key Employee. Notwithstanding the foregoing, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of the Key Employee’s death).

(iv) Calculation of Installments. If a Participant has elected in a Participation Agreement to have a Deferral Account be distributed in installment payments, each installment payment shall equal the balance of such Deferral Account as of the most recent Valuation Date preceding the payment date, times a fraction, the numerator of which is one and the denominator of which is the number of remaining installment payments. Each subsequent installment shall be paid on or about the succeeding anniversary of such first payment or in quarterly or monthly intervals, if selected. Each such installment shall be deemed to be made on a pro rata basis from each of the different deemed investments of the Deferral Account (if there is more than one such deemed investment).

(b) For Deferral Accounts for years 2010 and later, The Dow Chemical Company shall pay to the Participant the balance of each Deferral Account at the time and in the Form of Payment as provided in this Article 7.01(b). A separate distribution election can be made for Base Salary and Performance Award. If the Participant is employed at a Company other than The Dow Chemical Company, such Company shall pay the balance of such Participants Deferral Account, pursuant to the terms of the Plan, and The Dow Chemical Company shall reimburse such Company for any such payments.

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specific future year. Distributions pursuant to this Section 7.01(a) shall be made or commence within the month elected by the participant.

(iv) Calculation of Installments. If a Participant has elected in a Participation Agreement to have a Deferral Account be distributed in installment payments, each installment payment shall equal the balance of such Deferral Account as of the most recent Valuation Date preceding the payment date, times a fraction, the numerator of which is one and the denominator of which is the number of remaining installment payments. Each subsequent installment shall be paid on or about the succeeding anniversary of such first payment or in quarterly (applicable for disbursement elections made prior to January 1, 2010) or monthly intervals, if selected. Each such installment shall be deemed to be made on a pro rata basis from each of the different deemed investments of the Deferral Account (if there is more than one such deemed investment).

Section 7.02 Changing Time or Form of Benefit. A Participant may subsequently elect an alternative time or Form of payment as available under Section 7.01 by written election flied with the Administrator; provided, however, that:

(a)

the election will not be effective for the twelve (12) month period after the date on which the election is made;

(b)

the election must be made at least twelve (12) months prior to the date the distribution is scheduled to be made or commence; and,

(c)

a distribution may not be made earlier than at least five (5) years following the date the distribution would have been made or commenced.

(d)

the election may not cause the payments to be accelerated

(e)

quarterly installments are no longer a disbursement election effective January 1, 2010.

Section 7.03 Survivor Benefit. Notwithstanding any election by a Participant in a Participation Agreement or provisions of the Plan to the contrary, if a Participant dies prior to receiving full payment of his or her Deferral Account(s), The Dow Chemical Company shall pay the remaining balance (determined as of the most recent Valuation Date preceding death) to the Participant’s Beneficiary or Beneficiaries (as the case may be) in a lump sum in cash as soon as administratively practicable within 90 days after the Participant’s death, provided that such beneficiary or beneficiaries shall not have the right to designate the taxable year of payment. If a Participant was employed at a Company other than The Dow Chemical Company, such Company shall pay the remaining balance of such deceased Participant’s Deferral Account in accordance with the preceding sentence, and The Dow Chemical Company shall reimburse the Company for such payment.

Section 7.04 Disability. Notwithstanding any election by a Participant in a Participation Agreement or provisions of the Plan to the contrary, if a Participant incurs a Disability prior to receiving full payment of his or her Deferral Account(s), The Dow Chemical Company shall pay the remaining balance (determined as of the most recent Valuation Date preceding death) to the Participant in a lump sum in cash as soon as administratively practicable within 90 days after the Participant becomes Disabled, provided that the Participant shall not have the right to designate the taxable year of payment. If a Participant was employed at a Company other than The Dow Chemical Company, such Company shall pay the remaining balance of such Participant’s Deferral Account in accordance with the preceding sentence, and The Dow Chemical Company shall reimburse the Company for such payment.

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Section 7.05 Hardship Withdrawals. Notwithstanding the provisions of Section 7.01 and any elections by a Participant in a Participation Agreement a Participant shall be entitled to early payment of all or part of the balance in his or her Deferral Account(s) in the event of an Unforeseeable Emergency, in accordance with this Section 7.06. A distribution pursuant to this Section 7.06 may only be made to the extent reasonably needed to satisfy the Unforeseeable Emergency need, and may not be made if such need is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant’s assets to the extent such liquidation would not itself cause severe financial hardship, or (ii) by cessation of participation in the Plan. An application for an early payment under this Section 7.06 shall be made to the Administrator in such form and in accordance with such procedures as the Administrator shall determine from time to time. The determination of whether and in what amount a distribution will be permitted pursuant to this Section 7.06 shall be made by the Administrator. Upon such an early payment under this Section 7.06 in a Plan Year, the Participant’s deferral election pursuant to Section 4.02 shall be cancelled with respect to any Deferred Amounts that would otherwise be deferred for the remainder of such Plan Year.

Section 7.06 Change of Control. In accordance with the Company’s procedures and to the extent permitted by Code section 409A, a Participant may elect in a Participation Agreement that, if a Change of Control occurs, the Participant shall receive a lump sum payment of the balance of the Participant’s applicable Deferral Account within thirty (30) days after the Change of Control. Certain Participants were provided with transition elections during the Code section 409A transition period to have their 2005-2008 Deferral Accounts, if any, paid in a lump sum within thirty (30> days after a Change of Control. In the event a Participant did not elect to have his 2005-2008 Deferral Accounts, if any, paid in a lump sum upon a Change of Control, such 2005— 2008 Deferral Accounts, if any, will be distributed in accordance with the Participant’s Distribution elections in the relevant Participation Agreements.

Section 7.07 Matching Contribution. Each Eligible Employee who elects to make deferrals of Eligible Compensation to the Plan will be credited with a Matching Contribution utilizing the same formula authorized under the Savings Plan for employer matching contributions. For purposes of calculating the match under this Plan, The Dow Chemical Company will assume each Participant is contributing the maximum allowable amount to the Savings Plan and receiving a match thereon. The Matching Contribution calculated under provisions of this Plan will be reduced by this assumed match from the Savings Plan. The amount of the Matching Contribution may be based on a formula that takes into account a Participant’s overall compensation and may be subject to maximum or minimum limitations. The Matching Contribution shall be credited to the Deferral Account as soon as administratively feasible within the first 60 days of the following Plan Year. The Matching Contribution shall be invested among the same Hypothetical Investment Benchmarks as defined in 6.02 in the same proportion as the elections made by the Participant governing the Eligible Compensation deferrals of the Participant at such time. The Matching Contribution for a Plan Year shall be distributed to the Participant at the same time and in the same Form of Payment as the Participant’s Deferred Amount (and earnings thereon) for such Plan Year in accordance with this Article VII, and will vest one hundred percent (100%) on the date credited to the Participant’s account. In the event a Participant has elected one time and Form of Payment with respect to his or her Base Salary Deferral for such Plan Year and another time and Form of Payment with respect to his or her Performance Deferral for such Plan Year, the Matching Contribution (and earnings thereon) for such Plan Year shall be distributed in accordance with the time and Form of Payment applicable to the Participant’s Base Salary Deferral for such Plan Year. A Cadre Employee is not eligible for a Matching Contribution.

If a Participant is employed by a Company, other than The Dow Chemical Company, an amount equal to all Matching Contributions credited to Participants of such Company shall be paid or transferred in full by such Company to The Dow Chemical Company as of the date such Matching Contribution is credited to a Participant’s Deferral Account. The Dow Chemical Company shall hold such amounts as part of the general assets of The Dow Chemical Company.

Section 7.8 Discretionary Company Contributions. Any Company may at any time contribute a discretionary Company contribution. This discretionary Company contribution may be for payments including, but not limited to, signing or retention bonuses. The amount of the discretionary Company contribution may vary from payroll period to payroll period throughout the Plan Year may be based on a formula which takes into account a Participant’s overall compensation, and otherwise may be subject to maximum or minimum limitations. The discretionary Company contribution shall be credited to the Deferral Account as soon as administratively feasible following the end of the payroll period. The discretionary contribution shall be invested among the same Hypothetical Investment Benchmarks as defined in 6.02 in the same proportion as the elections made by the Participant governing the deferrals of the Participant at the time, or if none, BGI LifePath (according to age). Subject to the other provisions contained in this Article VII, if no distribution election is made, any vested discretionary contribution (and earnings thereon) shall be distributed to the Participant in cash in a lump sum within 60 days following the Participant’s Separation from Service. Any vesting schedule shall be determined by the

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Administrator at the time the discretionary Company contribution is made. A Cadre Employee is not eligible for a discretionary Company contribution.

If a Participant is employed at a Company other than The Dow Chemical Company, such Company shall pay or transfer to The Dow Chemical Company any amounts designated as discretionary Company contributions for all such Participants as of the date such discretionary Company contributions are credited to a Participant’s Deferral Account. The Dow Chemical Company shall hold such amounts as part of the general assets of The Dow Chemical Company.

Section 7.9 Special Cadre Plan Contributions. Each Cadre Employee will be credited with a nondiscretionary Company contribution equal to (1) 4% of the Cadre Employee’s monthly Base Salary for each month while he is an eligible to participate in the Plan, and (2) 12% of the Cadre Employee’s Performance Awards received annually while he is eligible to participate in the Plan. The Company contribution shall be credited to the Deferral Account as soon as administratively feasible following the end of the applicable period. The Company contribution shall be invested among the same Hypothetical Investment Benchmarks as defined in 6.02 in the same proportion as the elections made by the Participant governing the deferrals of the Participant at the time, or if none, BGI LifePath (according to age). Subject to the other provisions contained in this Article VII, the Company contribution shall be distributed to the Participant at the same time and in the same form as the Participants deferrals for the Plan Year in which the nondiscretionary Company contribution is made in accordance with this Article VII. In the event a Participant has elected one time and Form of Payment with respect to his or her Base Salary Deferral for such year and another time and Form of Payment with respect to his or her Performance Deferral for such year, the Company contribution (and earnings thereon) for such year shall be distributed in accordance with the time and Form of Payment applicable to the Participant’s Base Salary Deferral for such year. If no base salary deferral election is made by the Participant, the nondiscretionary Company contribution distribution will be made via lump sum at separation per section 7.01. The nondiscretionary Company contributions will vest one hundred percent (100%) on the date the Participant is eligible to participate in the Plan.

If a Participant is employed by a company other than The Dow Chemical Company, an amount equal to all nondiscretionary Company contributions credited to Participants of such company shall be paid or transferred in full by such company to The Dow Chemical Company as of the date such contribution is credited to a Participant’s Deferral Account. The Dow Chemical Company shall hold such amounts as part of the general assets of The Dow Chemical Company.

Section 7.10 Withholding of Taxes. Notwithstanding any other provision of this Plan, any Company shall withhold from payments made hereunder any amounts required to be so withheld by any applicable law or regulation. The Company may also accelerate and pay a portion of a Participant’s benefits in a lump sum equal to the Federal Insurance Contributions Act (“FICA”) tax imposed and the income tax withholding related to such FICA amounts.

Section 7.11 Distribution Upon Inclusion in Income. Notwithstanding the foregoing, if a portion of the Participant’s Deferral Account balance is includible in income under Code section 409A, such portion shall be distributed immediately to the Participant.

ARTICLE VIII

BENEFICIARY DESIGNATION

Section 8.01 Beneficiary Designation. Each Participant shall have the right, at any time, to designate any person, persons or entity as his or her Beneficiary or Beneficiaries. A Beneficiary designation shall be made, and may be amended, by the Participant by filing a written designation with the Administrator, on such form and in accordance with such procedures as the Administrator shall establish from time to time.

Section 8.02 No Beneficiary Designation. If a Participant or Beneficiary fails to designate a Beneficiary as provided above or if all designated Beneficiaries predecease the Participant or his or her Beneficiary, then the Participant’s Beneficiary shall be deemed to be, in the following order:

(a) to the spouse or Domestic Partner of such person, if any;

(b) to the children of such person, if any;

(d) to the beneficiary of the Executive Life Insurance of such person, if any;

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(e) to the beneficiary of any Company-sponsored life insurance policy for which any Company pays all or part of the premium of such person, if any; or

(f) to the deceased person’s estate.

ARTICLE IX

AMENDMENT AND TERMINATION OF PLAN

Section 9.01 Amendment. The Board may at any time amend this Plan in whole or in part, provided, however, that no amendment shall be effective to decrease the balance in any Deferral Account as accrued at the time of such amendment, nor shall any amendment otherwise have a retroactive effect. Notwithstanding the foregoing, no amendment of the Plan shall apply to amounts that were earned and vested (within the meaning of Code section 409A and regulations thereunder) under the Plan prior to 2005, unless the amendment specifically provides that it applies to such amounts. The purpose of this restriction is to prevent a Plan amendment from resulting in an inadvertent “material modification” to amounts that are “grandfathered” and exempt from the requirements of Code section 409A.

Section 9.02 Company’s Right to Terminate. The Board may at any time terminate the Plan with respect to future Participation Agreements. The Board may also terminate the Plan in its entirety at any time for any reason, including without limitation if, in its judgment, the continuance of the Plan, the tax, accounting, or other effects thereof, or potential payments thereunder would not be in the best interests of The Dow Chemical Company. Any plan termination made pursuant to this Section 9.02 shall be performed in a manner consistent with the requirements of Code section 409A and any regulations or other applicable guidance issued thereunder. In the event a Participant is employed by a Company other than The Dow Chemical Company at the time distributions are made as a result of the plan termination and such Company makes the required payments to the Participant, The Dow Chemical Company shall transfer to such Company an amount equal to the amount paid to the Participant on account of termination of the Plan. Any Company may cease participation in the Plan for any reason by notifying The Dow Chemical Company in writing at least 30 days prior to such Company’s cessation of participation. Payments to Participants by any such Company will commence in accordance with the terms of the Plan and the Company’s cessation of participation will otherwise comply with Code section 409A.

Section 9.03 Effect of Amendment or Termination. Except as provided in the next sentence, no amendment or termination of the Plan shall adversely affect the rights of any Participant to amounts credited to his Deferral Accounts as of the effective date of such amendment or termination. Upon termination of the Plan, distribution of balances in Deferral Accounts shall be made to Participants and beneficiaries in the manner and at the time described in Article VII, unless the Company determines in its sole discretion that all such amounts shall be distributed upon termination in accordance with the requirements under Code section 409A. Upon termination of the Plan, no further deferrals of Eligible Compensation shall be permitted; however, earnings, gains and losses shall continue to be credited to Deferral Account balances in accordance with Article VI until the Deferral Account balances are fully distributed.

ARTICLE X

MISCELLANEOUS

Section 10.01 Unfunded Plan. This Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, within the meaning of Sections 201, 301 and 401 of ERISA and therefore meant to be exempt from Parts 2, 3 and 4 of Title I of ERISA. All payments pursuant to the Plan shall first be made from the general assets of The Dow Chemical Company, as the entity primarily liable for such payments, and no special or separate fund shall be established or other segregation of assets made to assure payment. As described above, if a Participant is employed at a Company other than The Dow Chemical Company, such Company shall pay such Participant’s Deferral Account balance to such Participant according to the terms of the Plan, and The Dow Chemical Company shall reimburse such Company for the amount of the payment In the event The Dow Chemical Company is insolvent or is otherwise unable to make any required payment or reimbursement to a Participant or a Company, the Company (other than The Dow Chemical Company) that employed such Participant shall be secondarily liable for such payments from the general assets of such Company. No Participant or other person shall have under any circumstances any interest in any particular property or assets of The Dow Chemical Company or any other Company as a result of participating in the Plan. Notwithstanding the foregoing, The Dow Chemical Company may (but shall not be

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obligated to) create one or more grantor trusts, the assets of which are subject to the claims of The Dow Chemical Company’s creditors, to assist it in accumulating funds to pay its obligations.

Section 10.02 Nonassignability. Except as specifically set forth in the Plan with respect to the designation of Beneficiaries, neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and non-transferable. No part of the. amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

Section 10.03 Validity and Severability. The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision of this Plan, which shall remain in full force and effect, and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.04 Governing Law. The validity, interpretation, construction and performance of this Plan shall in all respects be governed by the laws of the State of Delaware, without reference to principles of conflict of law, except to the extent preempted by federal law.

Section 10.05 Employment Status. This Plan does not constitute a contract of employment or impose on the Participant or any Company any obligation for the Participant to remain an employee of such Company or change the status of the Participant’s employment or the policies of such Company and its affiliates regarding termination of employment.

Section 10.06 Underlying Incentive Plans and Programs. Nothing in this Plan shall prevent any Company from modifying, amending or terminating the compensation or the incentive plans and programs pursuant to which Performance Awards are earned and which are deferred under this Plan.

Section 10.07 Successors of the Company. The rights and obligations of The Dow Chemical Company shall inure to the benefit of, and shall be binding upon, the successors and assigns of The Dow Chemical Company.

Section 10.08 Waiver of Breach. The waiver by The Dow Chemical Company of any breach of any provision of the Plan by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant.

Section 10.09 Notice. Any notice or filing required or permitted to be given to The Dow Chemical Company under the Plan shall be sufficient if in writing and hand-delivered, or sent by first class mail to the principal office of The Dow Chemical Company, directed to the attention of the Administrator. Such notice shall be deemed given as of the date of delivery, or, if delivery is made by mail, as of the date shown on the postmark.

By:	__________________________ Gregory Freiwald

Its:	Corporate Vice President Human Resources Department The Dow Chemical Company

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APPENDIX A: Hypothetical Investment Benchmarks

The funds offered in the Savings Plan are also offered in this plan.

Ten Year U.S. Treasury Notes Plus Fund

The Angus Cash Fund is grandfathered to existing participants. No new contributions are allowed.

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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): February 18, 2010 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 (I.R.S. 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)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act ( 17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act ( 17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act ( 17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act ( 17 CFR 240.13e-4(c))

Exhibit No.	Description

10.1	A copy of The Dow Chemical Company Elective Deferral Plan (for deferrals made through December 31, 2004), as amended, restated and effective as of January 1, 2010.
10.2	A copy of the Rohm and Haas Company Non-Qualified Savings Plan (for deferrals made through December 31, 2004), amended and restated effective as of January 1, 2010.
10.3	A copy of the Rohm and Haas Company Non-Qualified Savings Plan (for deferrals made after January 1, 2005), amended and restated effective as of January 1, 2010.
10.4	A copy of the Summary Plan Description for The Dow Chemical Company Company-Paid Life Insurance Plan, Employee-Paid Life Insurance Plan, and Dependent Life Insurance Plan, amended and restated on October 19, 2009, effective as of January 1, 2010.
10.5	A copy of the Summary Plan Description for The Dow Chemical Company Retiree Company-Paid Life Insurance Plan, Retiree Optional Life Insurance Plan, and Retiree Dependent Life Insurance Plan, amended and restated on October 19, 2009, effective as of January 1, 2010.
10.6	A copy of The Dow Chemical Company Elective Deferral Plan, effective for deferrals after January 1, 2005, as amended, restated and effective as of January 1, 2010.
10.7	A copy of the Deferred Stock Units Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2010.
10.8	A copy of the Special Deferred Stock Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2010.
10.9	A copy of the Performance Shares Deferred Stock Units Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2010.
10.10	A copy of the Special Performance Shares Deferred Stock Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2010.
10.11	A copy of the Stock Appreciation Rights Agreement Relating to a Stock Option Granted Under The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2010.


EXHIBIT INDEX
Exhibit No.	Description

10.1	A copy of The Dow Chemical Company Elective Deferral Plan (for deferrals made through December 31, 2004), as amended, restated and effective as of January 1, 2010.
10.2	A copy of the Rohm and Haas Company Non-Qualified Savings Plan (for deferrals made through December 31, 2004), amended and restated effective as of January 1, 2010.
10.3	A copy of the Rohm and Haas Company Non-Qualified Savings Plan (for deferrals made after January 1, 2005), amended and restated effective as of January 1, 2010.
10.4	A copy of the Summary Plan Description for The Dow Chemical Company Company-Paid Life Insurance Plan, Employee-Paid Life Insurance Plan, and Dependent Life Insurance Plan, amended and restated on October 19, 2009, effective as of January 1, 2010.
10.5	A copy of the Summary Plan Description for The Dow Chemical Company Retiree Company-Paid Life Insurance Plan, Retiree Optional Life Insurance Plan, and Retiree Dependent Life Insurance Plan, amended and restated on October 19, 2009, effective as of January 1, 2010.
10.6	A copy of The Dow Chemical Company Elective Deferral Plan, effective for deferrals after January 1, 2005, as amended, restated and effective as of January 1, 2010.
10.7	A copy of the Deferred Stock Units Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2010.
10.8	A copy of the Special Deferred Stock Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2010.
10.9	A copy of the Performance Shares Deferred Stock Units Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2010.
10.10	A copy of the Special Performance Shares Deferred Stock Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2010.
10.11	A copy of the Stock Appreciation Rights Agreement Relating to a Stock Option Granted Under The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2010.

Age		Coverage Amount
	65	1x base salary at time of Retirement5 ($10,000 minimum)
	66	80% of benefit at Retirement6 ($10,000 minimum)
	67	60% of benefit at Retirement7 ($10,000 minimum)
	68+	50% of benefit at Retirement8 ($10,000 minimum)

	/s/ CHARLES J. KALIL
	Charles J. Kalil
	Executive Vice President, Corporate Secretary and General Counsel

Age		Coverage Amount
	65	1x base salary at time of Retirement9 ($5,000 minimum)
	66	80% of benefit at Retirement10 ($5,000 minimum)
	67	60% of benefit at Retirement11 ($5,000 minimum)
	68	40% of benefit at Retirement 12($5,000 minimum)
	69	20% of benefit at Retirement 13($5,000 minimum)
	70+	$5,000

Age		Coverage Amount
	65	½ x annual pay at time of Retirement ($5,000 minimum)
	66	80% of benefit at Retirement ($5,000 minimum)
	67	60% of benefit at Retirement ($5,000 minimum)
	68	40% of benefit at Retirement ($5,000 minimum)
	69	20% of benefit at Retirement ($5,000 minimum)
	70+	$5,000

Joint Insurance Arrangement:	Dorinco and MetLife have entered an arrangement approved by the U.S. Department of Labor (DOL Advisory Opinion Letter 97-24A) in which if MetLife is insolvent, the entire life insurance benefit will be paid by Dorinco.

	If Dorinco is insolvent, the entire life insurance benefit will be paid by Metropolitan. Dorinco’s address is: Dorinco Reinsurance Company 1320 Waldo Avenue Dorinco Building Midland, MI 48642