ex-1004.htm


    
    

     

    
      	 EXHIBIT
      10.4
	 
	 


    

     

    
      
        
          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January 1, 2010 and thereafter until superseded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.


          
            
               


            

            
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          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:

          
            	
                     
      

                  	
                    a.

                  	
                    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

                  


          

          
            	
                     
      

                  	
                    b.

                  	
                    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

                  


          

          
            	
                     
      

                  	
                    c.

                  	
                    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

                  


          

          
            	
                     
      

                  	
                    d.

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

                  


          

          
            	
                     
      

                  	
                    e.

                  	
                    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.

          

           

          


           

          


           

          


           

          


          



          
            
               


            

            
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          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:

           

          
            	
                     
      

                  	
                    1.

                  	
                    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

                  


          

           

          
            	
                     
      

                  	
                    2.

                  	
                    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.

             
 

          


          
            
               


            

            
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          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

          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.

           

          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.

          


          
            
               


            

            
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          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.

          


          
            
               


            

            
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          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.

          


          
            
               


            

            
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          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.
 


          
            
               


            

            
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          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.

          



          
            
               


            

            
              51

              
                

              

            

            
               


            

          


          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.


          
            
               


            

            
              52

              
                

              

            

            
               


            

          


          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

          


          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.

          


          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”) 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.

          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

          

            

          

            
            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.

          


          
            
               


            

            
              53

              
                

              

            

            
               


            

          

           

          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

          


          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.

          


          


          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 1⁄2 X during open
enrollment without providing a statement of health.  If you want to
increase by more than 1⁄2 X, then you must provide a statement of health that is
approved by MetLife.

          


          
            
               


            

            
              54

              
                

              

            

            
               


            

          

           

          
            	
                  	
                    ·

                  	
                    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.

          


          
            
               


            

            
              55

              
                

              

            

            
               


            

          


          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 1⁄2X, then the coverage amount
is 1⁄2 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.

          


          
            
               


            

            
              56

              
                

              

            

            
               


            

          


          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

          


          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


          
            
               


            

            
              57

              
                

              

            

            
               


            

          


          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).

                  


          

          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.  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)

          


          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


          
            
               


            

            
              58

              
                

              

            

            
               


            

          


          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.


          
            
               


            

            
              59

              
                

              

            

            
               


            

          


          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:

                  


          


          
            
               


            

            
              60

              
                

              

            

            
               


            

          


          
            	
                     
      

                  	
                    §

                  	
                    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.


          
            
               


            

            
              61

              
                

              

            

            
               


            

          


          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.


          
            
               


            

            
              62

              
                

              

            

            
               


            

          


          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


          
            
               


            

            
              63

              
                

              

            

            
               


            

          


          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

           

          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.  This joint insurance
arrangement is not applicable to coverage for Hourly Employees employed by
Michigan Operations, or their Dependents.


          
            
               


            

            
              64

              
                

              

            

            
               


            

          


          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.

          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.

          


          


          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.


          
            
               


            

            
              65

              
                

              

            

            
               


            

          


          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


          
            
               


            

            
              66

              
                

              

            

            
               


            

          


          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:

          


          
            	
                     
      

                  	
                    1)

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

                  


          

          
            	
                     
      

                  	
                    2)

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

                  


          


          
            
               


            

            
              67

              
                

              

            

            
               


            

          


          
            	
                     
      

                  	
                    3)

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

                  


          

          
            	
                     
      

                  	
                    4)

                  	
                    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.

          


          
            
               


            

            
              68

              
                

              

            

            
               


            

          


          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.

                    


            

          


          
            
               


            

            
              69

              
                

              

            

            
               


            

          


          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.

                    


            

          

           

          
 

          


          
            
               


            

            
              70

              
                

              

            

            
               


            

          

           

          
            
              	
                      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

                    


            



          



          
            
               


            

            
              71

              
                

              

            

            
               


            

          


          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.


          
            
               


            

            
              72

              
                

              

            

            
               


            

          


          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.


          
            
               


            

            
              73

              
                

              

            

            
               


            

          


          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).


          
            
               


            

            
              74

              
                

              

            

            
               


            

          


          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:

          


          
            	
                     
      

                  	
                    a.

                  	
                    the
      Participating Employer’s place of business;
or;

                  


          

          
            	
                     
      

                  	
                    b.

                  	
                    an
      alternate place approved by the Participating Employer;
  or

                  


          

          
            	
                     
      

                  	
                    c.

                  	
                    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:

          A.

          
            	
                     
      

                  	
                    1.

                  	
                    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

                  


          

          
            	
                     
      

                  	
                    2.

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

                  


          

          
            	
                     
      

                  	
                    3.

                  	
                    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

                  


          

          
            	
                     
      

                  	
                    4.

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

                  


          

          
            	
                     
      

                  	
                    5.

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

                  


          

          
            	
                     
      

                  	
                    6.

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

                  


          

          
            	
                     
      

                  	
                    7.

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

                  


          


          
            
               


            

            
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                    8.

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

                  


          

          


          B.

          
            	
                     
      

                  	
                    1.

                  	
                    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

                  


          

          
            	
                     
      

                  	
                    2.

                  	
                    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:

          
            	
                     
      

                  	
                    a.

                  	
                    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

                  


          

          
            	
                     
      

                  	
                    b.

                  	
                    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

                  


          

          
            	
                     
      

                  	
                    c.

                  	
                    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

                  


          

          
            	
                     
      

                  	
                    d.

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

                  


          

          
            	
                     
      

                  	
                    e.

                  	
                    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


          
            
               


            

            
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          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.


          
            
               


            

            
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