ex-1002.htm


    
       

      
        	 EXHIBIT
      10.2
	 
	 




       

      Rohm
and Haas Company

      Non-Qualified
Savings Plan

      (Pre
2005)

       
 

      (As
Amended and Restated Effective January 1, 2010)

      


      


      ARTICLE
I

      


      INTRODUCTION

      
 

      1.1.           This
is the Rohm and Haas Company Non-Qualified Savings Plan (the “Plan”), adopted by
the Company as amended and restated effective January 1, 2003. Minor
amendments to the Plan were made via amendment and restatement effective
January 1, 2010 due to a change in providers for third party plan
administration.

      


      


      ARTICLE
II

      


      PURPOSE

      


      2.1.           The
purpose of the Plan is to provide additional retirement savings benefits beyond
the otherwise determined savings benefits provided by the Rohm and Haas Company
Employee Stock Ownership and Savings Plan (the “Savings Plan”) for a select
group of management and highly compensated employees of the
Company.

      


      In
addition, to the extent not provided for in the preceding paragraph, the Plan
also provides additional savings benefits for eligible employees of the Company
whose otherwise determined savings benefits from the Savings Plan are limited by
Section 415 or Section 40l(a)( l7) of the Internal Revenue Code of
1986, as amended.

      


      


      ARTICLE
III

      


      DEFINITIONS

      


      The terms
used herein shall have the following meanings, unless a different meaning is
clearly required by the context:

      


      3.1           “Account” means a Participant’s
account under the Plan including the following sub- accounts:

      


      3.1.1.           “Rohm and
Haas Stock Account” shall mean that portion of a
Participant’s Account maintained to record all amounts nationally invested in
the Rohm and Haas Stock Fund in the form of Stock Units, pursuant to
Section 6.1 and Section 6.2.

      


      3.1.2.           “Tax-Deferred
Account” shall
mean that portion of a Participant’s Account maintained to record all amounts
nationally invested in the Savings Fund(s), pursuant to
Section 6.1.

      


      3.2.           “Administrative
Committee” means
the Vice President of Human Resources of The Dow Chemical Company. The Company
has designated the Administrative Committee to be the named fiduciary the
respect to administrative matters of the Plan. The duties of the Administrative
Committee are outlined in Article XIII of the Plan.

      


      3.3.           “Affiliated
Company” means
Rohm and Haas Company, including The Dow Chemical Company and:

      


      3.3.1.           each
entity in a controlled group of corporations, trades or businesses as determined
under Section 414(b) or Section 414(c) of the Code;

      


      3.3.2.           each
entity in an affiliated service group as determined under Section 414(m) of
the Code; or

      


      3.3.3.           any
other organization required to be aggregated with the Company pursuant to
regulations under Section 414(o) of the Code.


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      


      3.4.           “Base
Pay” shall
include short term disability or sick pay, vacation pay, holiday pay, jury duty
pay, bereavement pay, reductions under a Company-sponsored Code
section 401(k) or Code section 125 plan, personal time pay, military
pay, expatriate split salary pay, and supplemental workers’ compensation
payments, but shall exclude for any workers’ compensation payments, long-term
disability payments and unused vacation payments.

      


      3.5.           “Beneficiary” means the
person, trust or institution designated to receive benefits in accordance with
Article X. The
Beneficiary of a Participant who has not effectively designated a beneficiary
shall be the Participant’s estate.”

      


      3.6.           “Board of Directors” means the
Board of Directors of the Rohm and Haas Company.

      


      3.7.           “Bonus” includes the annual
incentive awards granted in March of each Plan Year (the “Annual Bonus”), and
amounts granted under certain sales incentive programs, as well as any “extra
wages” earned while holding a temporary job.  The tan “Bonus” excludes
all other bonuses and special awards.

      


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

      


      3.9.           “Company” means Rohm and Haas
Company and such of its Affiliated Companies as may be designated from time to
time by its Board of Directors and as may adopt the Plan.

      


      3.10.           “Compensation” means, for the
purpose of applying the limits of Code section 401(a)(17) and Code
section 415, and
for all other purposes unless specified otherwise; Base Pay, Bonus, any Stock
Award(s), overtime pay, Shift Payments and commissions.

      


      3.11.           “Effective Date” means
January 1, 1997, the original effective date of the Plan. The
effective date of this amendment and restatement is
January 1, 2010

      


      3.12.           “Employee” means any salaried
employee of the Company who is employed on a regular fill-time
basis.

      


      3.13.           “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended, and any regulations issued
pursuant thereto.

      


      3.14.           “Fair Market Value” means, on
any given date, the average of the high and low prices of Rohm and Haas Company
common stock on the New York Stock Exchange composite transaction quotations for
the immediately preceding trading day.

      


      3.15.           “Income” shall mean all
earnings on investments, as well as all realized and unrealized increases and
decreases in the value of the securities held.

      


      3.16.           “Investment Adviser” shall
mean the adviser or advisers appointed from time to time by the Investment
Committee to supervise and manage the investment and reinvestment of the Trust
Fund. Any such adviser must be (i) registered as such under the Investment
Adviser’s Act of 1940; or (ii) a bank (as defined in such Act); and (iii) must
acknowledge in writing that it is a fiduciary with respect to the
Plan.

      


      3.17.           “Investment Committee” means
the Rohm and Haas Benefits Investment Committee.  The duties of the
Investment Committee are defined in Article XIII.  The Company
has designated this Committee to be the named fiduciary of the Plan for
financial matters as outlined in the Plan.

      


      3.18.           “Long-Term Incentive Plan (LTIP)
Payments” shall mean any portion of the benefits payable in cash to a
Plan Participant under the LTIP during a Plan Year.

      


      3.19.           “Participant” means any
Employee eligible to receive benefits under Article IV.

      


      3.20.           “Plan” means the Rohm and Haas
Company Non-Qualified Savings Plan, as amended from time to time.

      


      3.21.           “Plan Year” means the calendar
year.


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      3.22.           “Retirement” means a
Participant’s termination of employment at either his normal or early retirement
date.  A Participant’s normal retirement date under the Plan is the
last day of the month in which the Participant’s 65th birthday
occurs.  A Participant’s early retirement date under the Plan may be
the last day of any month during the 10-year period immediately preceding the
Participant’s normal retirement date.

      


      3.23.           “Rohm and Haas Stock Fund”
shall mean the investment fund which consists of Stock Units contributed by
Participants and the Company pursuant to Article VI. Effective
April 1, 2009 the Rohm and Haas Stock Fund was liquidated due to the
acquisition of Rohm and Haas Company by The Dow Chemical
Company.  These values were liquidated and placed in the Vanguard
Prime Money Market Fund.

      


      3.24.           “Savings Funds” shall mean the
investment funds offered under the Savings Plan, and designated by the Company
for tracking the Trust Fund’s investment performance.  A list of the
investment funds is attached as Appendix A to the Plan.

      


      The
investment performance of the Savings Funds shall be used to measure the
investment performance of the Trust Fund.  The actual investment
performance of the Trust Fund may be less than or greater than that of the
Savings Funds. The Trustee is not obligated to actually invest the Participant
contributions credited to the Trust Fund in the Savings Funds. Participants’
Accounts shall, therefore, to the extent possible, track the investment
performance of the Savings Funds.

      


      3.25.           “Savings
Plan” means the
Rohm and Haas Company Employee Stock Ownership and Savings Plan, as amended from
time to time.

      


      3.26.           “Shift
Payments” shall
include the shift differential payments made to individuals (including
supervisors of hourly employees) who work a rotating shift or any shift other
than a “day” shift.

      


      3.27.           “Stock
Awards” shall
mean any Rohm and Haas Company canon stock awarded to the Participant,
determined without regard to any restriction.

      


      3.28.           “Stock
Unit” means a
book-entry unit representing the right to acquire one share of Rohm and Haas
Company common stock.  The number of Stock Units shall be adjusted to
reflect stock dividends, stock splits, combinations of shares, and any other
change in the corporate capital structure of Rohm and Haas Company including
reorganization, recapitalization, merger and consolidation.  The value
of a Stock Unit at any time shall equal the current FMV of a share of Company
common stock.

      


      3.29.           “Trust
Fund” means the
aggregate of all Participant contributions credited to the grantor trust
established by the Company pursuant to section 671 of the Code.

      


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

      


      


      ARTICLE
IV

      


      ELIGIBILITY

      


      4.1.           Each
Employee of the Company who is classified as an exempt level 14 or above is
eligible to become a Participant in the Plan. Participation shall be effective
as soon as administratively practicable following the Participant’s enrollment
in the Plan, as described in Section 5.1 below.

      


      



      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      ARTICLE
V

      


      EMPLOYEE
PARTICIPATION

      


      5.1.           Enrollment

      


      5.1.1.           An
eligible Employee, as described in section 4.1 above, may become a
Participant in the Plan by submitting a written, telephonic or electronic
contribution agreement in accordance with Section 5.3 and any other
procedures prescribed by the Administrative Committee.

      


      5.1.2.           A
Participant may designate a Beneficiary or Beneficiaries, independent of any
beneficiary designation under the Savings Plan, and may change such designation
at any time by written notice to the Company.

      


      5.2.           Effective
Date .  For the purpose
of determining the period of a Participant’s participation, the effective date
of such participation shall be as soon as administratively feasible following
the date on which the Participant’s contribution agreement is
received.  The effective date for resuming contributions after a
suspension shall be the first day of the month following the end of the
suspension period.

      


      5.3.           Contribution
Agreement.  Upon first becoming eligible to participate in the
Plan, or upon rehire, an eligible Employee wishing to participate in the Plan
must submit a written, telephonic, or electronic contribution agreement to the
Administrative Committee within 45 days of receiving enrollment materials.
Contribution agreements with respect to any subsequent Plan Year may only be
submitted by a Participant during the enrollment period designated by the
Administrative Committee, but in no event later than December 15th of
the prior Plan Year.

      


      5.3.1.           Elective
Deferrals of
Compensation.  For
Plan Years beginning before January 1, 2002, a Participant may
authorize the Company to make contributions to the Participant’s Tax-Deferred
Account on behalf of the Participant; through a written, telephonic, or
electronic contribution agreement in whole percentage points of 1% to 18% of the
Participant’s Compensation, including the Annual Bonus, in excess of the Code
section 401(a)(17) limit.

      


      For Plan
Years beginning on or after January 1, 2002, a Participant may
authorize the Company to make contributions to the Participant’s Tax-Deferred
Account on behalf of the Participant, through a written, telephonic, or
electronic contribution agreement, in whole percentage points of 1% to 50% of
the Participant’s Compensation (excluding the Annual Bonus) without regard to
the Code section 401 (a)(17) limit.

      


      5.3.2.           Separate
Election for Annul Bonus.  For Plan Years beginning on or after
January 1, 2002, a Participant may make a separate election in a
written, telephonic, or electronic contribution agreement with respect to the
Participant’s Annual Bonus, authorizing the Company to contribute, on the
Participant’s behalf, in whole percentage points of 1% to 100% of the
Participant’s Annual Bonus to be deferred into the Participant’s Tax-Deferred
Account Contributions under this subsection 5.3.2 shall be credited to the
Participant’s Account in the Plan Year in which the portion of the Annual Bonus
subject to this election would otherwise have been payable to such
Participant.

      


      5.3.3.           Separate
Election for Certain Stock Awards.  Subject to the limitations
described in subsection 5.3.3.4 below, a Participant may make an irrevocable
election in a written, telephonic or electronic contribution agreement with
respect to any Stock Award which is subject to restrictions that are due to
lapse within the Plan Year to which the election applies (“Shares”), authorizing
the Company to convert such Shares, on the Participant’s behalf, as
follows:

      


      5.3.3.1.                      Into
units of the Rohm and Haas Stock Fund, in whole percentage points of l% to 100%;
or

      


      5.3.3.2.                      Into
shares of the Savings Fund(s) elected by the Participant under the Plan, in
whole percentage points of 1% to 100%; or

      


      5.3.3.3.                      
Into any combination units of the Rohm and Haas

      Stock
Fund, and shares of the Savings Fund(s) elected by the Participant under the
Plan.

      


      5.3.3.4.                      Units
of the Rohm and Haas Stock Fund acquired through the conversion of restricted
stock may not transferred or diversified into any other Savings Fund, except as
otherwise provided in Section 7.4 below.


      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      5.3.4.           Separate
Election for LTEP Awards.  A Participant may make a separate
election in a written, telephonic, or electronic contribution agreement with
respect to the cash portion of any LTIP Payment, authorizing the Company to
contribute, on the Participant’s behalf, 1% to 100% (in whole percentage points)
of the portion of the LTIP Payment to be deferred into the Participant’s
Tax-Deferred Account Amounts elected under this subsection 5.3.4 may not be
contributed to the Participant’s Rohm and Haas Stock Account.

      


      5.3.5.           Irrevocable
Election.  Unless changed or suspended as described in
Sections 5.4 or 5.5 below, a Participant’s election(s) pursuant to this
Section 5.3 shall remain in full force and effect and shall govern the
contributions to his/her Account.

      


      5.4.           Change In
Contribution Agreement.  A Participant may change or revoke his
or her written, telephonic, or electronic contribution agreement, as described
in section 5.3 above, only during the annual enrollment period designated by the
Company.

      


      5.5.           Suspension
of Contributions.  Notwithstanding anything herein to the
contrary, if after other required and authorized salary reductions have been
made in a payroll period, there is insufficient money available in a
Participant’s pay to permit the Participant’s contribution, the contribution
agreement shall automatically be suspended for that payroll period.

      


      


      ARTICLE
VI

      


      CONTRIBUTIONS TO THE
PLAN

      


      6.1.           Participant
Contributions.

      


      6.1.1.           Tax-Deferred
Account.  For each payroll period, the Company, on behalf of
any Participant who makes an election to contribute amounts to his or her
Tax-Deferred Account pursuant to Section 5.3. above, shall credit such
Participant’s Tax-Deferred Account with a notional amount equal to such deferral
contribution(s).  Such notional contributions shall be credited to the
Participant’s Tax-Deferred Account on a monthly basis; except that in the case
where a Participant’s contribution to his or her Tax-Deferred Account is
attributable to an LTIP Payment or Stock Award, as described in
Sections 5.3.3. and 5.3.4 above, then such contributions shall be credited
to the Participant’s Tax-Deferred Account as soon as administratively
practicable following the date on which the LTIP Payment would, but for the
Participant’s election, have been paid to the Participant; or, in the case of a
Stock Award, as soon as administratively practicable following the date on which
restrictions on the stock subject to the election lapse.

      


      6.1.2.           Rohm and
Haas Stock Account.  The Company, on behalf of any Participant
who makes an election pursuant to Section 5.3 above regarding the
conversion and contribution of “Shares” to their Rohm and Haas Stock Account,
shall credit such Participant’s Rohm and Haas Stock Account with a notional
amount equal to such contribution(s) in the form of Stock Units.  Such
notional contributions shall be allocated to the Participant’s Rohm and Haas
Stock Account as soon as administratively practicable following the date on
which the restrictions on the stock subject to the election lapse. Effective
April 1, 2009 the Rohm and Haas Stock Fund was liquidated due to the
acquisition of Rohm and Haas Company by The Dow Chemical
Company.  These values were liquidated and placed in the Vanguard
Prime Money Market Fund.

      


      6.2.           Company
Matching Contributions.  The Company shall match each
Participant’s contributions to the Plan pursuant to Section 6.1, except
that for the purpose of this Section 6.2, contributions attributable to
LTIP payments and Stock Awards shall be excluded. Such matching contributions
shall be made to the Participant’s Rohm and Haas Stock Account in Rohm and Haas
Stock Units.  The number of Rohm and Haas Stock Units to be
contributed shall be determined as follows:

      


      6.2.1.           General
Rule.  Except as otherwise provided in Section  6.2.2
below; the number of Rohm and Haas Stock units to be contributed by the Company
shall be 60% of the amount determined by dividing the lesser of (i) the
Participant’s contributions for the year, or (ii) 6% of the Participant’s
Compensation, by the Fair Market Value of Rohm and Haas common stock on the date
the contribution is allocated.

      


      


      



      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      ARTICLE
VII

      


      INVESTMENT OF PARTICPANT
CONTRIBUTIONS

      


      7.1.           General.  Investment
elections under this Article VII are notional only, to be used for the sole
purpose of calculating the amount of a Participant’s benefit under the Plan at
any time. Actual investments, if any, by the Company to defray the costs of this
Plan will be governed by Section 8.3.

      


      7.2.           Participant
Contributions.  Pursuant to Section 6.1 above, and in
accordance with Article VIII below, the contributions allocated to a
Participant’s Tax-Deferred Account will be invested on a notional basis in the
Savings Fund(s) elected by such Participant in the manner prescribed by the
qualified Savings Plan, and contributions allocated to a Participant’s Rohm and
Haas Stock Account will be invested on a notional basis in the Rohm and Haas
Stock Fund.  No contributions under this Plan maybe allocated to the
Rohm and Haas ESOP Fund, and no contributions may be made to the Rohm and Haas
Stock Fund, (also called the “stock unit” fund), except as permitted in
subsection 5.3.3. above.  Any change in a Participant’s
investment elections, or a transfer or diversification of funds under this Plan,
will have no effect on the Participant’s investment elections in the qualified
Savings Plan, or result in a transfer or diversification of funds under the
qualified Savings Plan; and vice-versa with respect to changes, transfers, or
diversification under the Savings Plan.

      


      7.3.           Company
Contributions.  Pursuant to Section 6.2 above, and in
accordance with Article VIII below, all Company matching contributions allocated
to the Participant’s Rohm and Haas Stock Account shall be invested on a notional
basis in the Rohm and Haas Stock Fund.

      


      7.4.           Diversification
of Investments in the Rohm and Haas Stock Fund.  Investments of
both Participant and Company contributions credited to the Rohm and Haas Stock
Fund on a notional basis may not be subsequently reallocated to other Savings
Funds, except as provided below:

      


      7.4.1.           Subject
to the restrictions set forth in subsection 7.4.2 below, a Participant may
diversify his/her notional investments in the Rohm and Haas Stock Fund beginning
on the date on which a Participant attains age 55 and has completed five (5)
years of Vesting Service with the Company (as defined in the Rohm and Haas
Company Retirement Plan) by reallocating or transferring any portion of his or
her Rohm and Haas Stock Account into any other available Savings
Fund(s).

      


      7.4.2.           Any
Participant designated as a Section l6b Insider by the Company shall not be
eligible to diversify any portion of his or her Rohm and Haas Stock Account as
described in subsection 7.4.1 above.  In addition, any Participant who
reallocates any portion of his or her Rohm and Haas Stock Account into any other
Savings Fund(s) pursuant to subsection 7.4.1 above, may not subsequently
reallocate investments into the Rohm and Haas Stock Fund.

      


      7.5.           Investment
Reallocation.  Subject to any limitations which may exist with
respect to transfers as provided in the prospectus for a particular Savings
Fund, a Participant may elect to transfer any portion of his or her existing
Account balance, except for amounts credited to the Rohm and Haas Stock Account
among the available Savings Funds at any time.  A Participant may not
transfer any portion of his or her existing Account balance into the Rohm and
Haas Stock Fund.

      


      Amounts
credited to a Participant’s Rohm and Haas Stock Account are subject to the
diversification rules described in Section 7.4 above.

      


      


      ARTICLE
VIII

      


      PARTICIPANT ACCOUNTS AND
TRUST FUND

      


      8.1.           The
Administrative Committee shall maintain, or cause to be maintained, for each
Participant a Rohm and Haas Stock Account and a Tax-Deferred Account. Notional
amounts equal to the value of a Participant’s before-tax contributions shall be
credited to the Participant’s Tax-Deferred Account or Rohm and Haas Stock
Account by the Company on the Participant’s behalf as appropriate. Notional
amounts equal to the value of the Company’s matching contributions shall be
credited to the Participant’s Rohm and Haas Stock Account.

      


      8.2.           The
notional amount credited to a Participant’s Account will be reduced by any
amounts withdrawn.


      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      8.3.           Notwithstanding
Article VII, the Administrative Committee shall direct the Trustee to establish
a Trust Fund for the Plan.  The Investment Committee shall direct the
investment of such Trust Fund.  The actual investment of the Trust
Fund need not correspond to actual Participant elections under Section 7.1.
As of each Valuation Date, the Trustee will determine the value of each Savings
Fund, including Income thereon.  The Trustee shall also value the
Trust Fund as of each Valuation Date, and report to the Company the difference
between the Trust Fund’s actual value and the Savings Fund’s value, as derived
from the investment elections by Participants.

      


      8.4.           The
Investment Committee shall direct the finding of the Trust Fund form time to
time as it deems appropriate and in the best interests of Participants and the
Company.

      


      


      ARTICLE
IX

      


      VESTING

      


      9.1.           A
Participant shall at all times be 100% vested in all amounts credited to his
Account.

      


      9.2.           A
Participant with funds transferred from an account under the Morton
International, Inc. Supplemental Employee Savings and Investment Plan (a “SESIP
Account”) shall become 100% vested in the amount of such funds as of the date of
transfer.

      


      


      ARTICLE
X

      


      DISTRIBUTION OF
ACCOUNTS

      


                 10.1.             
Timing of
Distribution.  Subject to the
following provisions of this Article X, a Participant’s Account shall
generally be paid to the Participant or the Participant’s Beneficiary in the
event of one of the following:

      


      10.1.1. Separation
From Service.  A Participant who has separated from service for
any reason other than Retirement or death shall receive a distribution of his or
her Account in a lump awn as soon as administratively feasible following the
Participant’s separation from service.

      


      10.1.2.        
Participant’s
Death.  If the
Participant dies while employed, his or her Account shall be distributed to his
or her Beneficiary(ies) as soon as administratively feasible following the
Participant’s death.  All decisions made by the Administrative
Committee in good faith and based upon proof of affidavit or other evidence
satisfactory to the Administrative Committee regarding questions of fact in the
determination of the identity of such Beneficiary(ies) shall be conclusive and
binding upon all parties, and payment made in accordance therewith shall satisfy
all liability hereunder.

      


      10.1.3.
Payment Following
Retirement

      


      10.1.3.1.Normal
Form.  The normal form of benefit shall be installment payments
over a term of years equal to (1) in the case of an unmarried Participant, the
Participant’s life expectancy or (2) in the case of a married Participant, the
joint life expectancies of the Participant and the Participant’s
spouse.  The life expectancies to be used will be determined from
tables issued by the Internal Revenue Service and will not be subject to
recalculation after payments begin.  The amount of the payment to be
made each year (at intervals determined by the Administrative Committee) will be
determined by multiplying the balance of the Participant’s Account at the end of
the previous year by a fraction, the numerator of which will be one (1) and the
denominator of which will be the original term of years reduced by the number of
years during which payments have already been made.

      


      10.1.3.2.Optional
Forms.  In lieu of the normal form of benefit described in
Section 10.1.3.1,

      


      (a)           an
unmarried Participant may elect to receive his or her distribution in either
installment payments over a term of years selected by the Participant but not to
exceed the Participant’s life expectancy as determined under
Section 10.1.3.1;


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      (b)           a
married Participant may elect to receive his or her distribution in installment
payments over a term of years selected by the Participant but not to exceed the
joint life expectancies of the Participant and spouse as determined under
Section 10.1.3.1; or

      


      (c)           any
Participant may elect to receive a distribution of his or her entire Account
balance in a cash lump sum to paid at1east 90 days but not more than
120 days after the Administrative Committee has received the Participant’s
election in writing.  Any distribution under this
Section 10.1.3.2(c) shall be subject to the following rules: (1) 100% of
the value of the Participant’s Account shall be paid to the Participant provided
he or she makes such election no later than 90 days after his or her last day of
active employment and (2) 90% of the value of the Participant’s Account shall be
paid to the Participant if he or she makes such election more than 90 days
after his last day of active employment and the remaining 10% of such
Participant’s Account shall be irrevocably forfeited.

      


      10.1.4.                      Change
from Installment Payments to Lump Sum.  A Participant who has
retired and begun receiving benefits in installment payments may, by filing a
mitten, telephonic, or electronic election with the Administrative Committee,
elect to receive 90% of the value of the Participant’s Account determined and
paid 12 months after the date of the election, in full satisfaction of all
further benefit entitlements under this Plan.  Scheduled installments
shall continue until the dale of the lump sum payment.

      


      10.2.           Form of
Distribution.

      


      10.2.1.                      Tax-Deferred
Account.  Amounts from a Participant’s Tax- Deferred Account
shall be distributed in cash.

      


      10.2.2.                      Rohm and
Haas Stock Account.  Stock Units notionally credited to a
Participant’s Rohm and Haas Stock Account shall be distributed in Company common
stock shares.  The amount of such shares to be distributed shall equal
the number of whole Stock Units, plus a cash payment equal to the Pair Market
Value on the date of distribution of any fractional Stock Units, which are
credited to the Participant’s Account as of the date of
distribution.

      


      


      ARTICLE
Xl

      


      IN-SERVICE
WITHDRAWALS

      


      11.1.           A
Participant may withdrawal all or a portion of his Account in a lump sum either
without penalty upon giving 12 months notice to the Administrative Committee of
such withdrawal, or, if less than 12 months notice is provided, by agreeing to
forfeit 10% of the balance of the Account.

      


      


      ARTICLE
XII

      


      REEMPLOYMENT.

      


      12.1.           If
a Participant’s employment is terminated, and he or she is subsequently
reemployed as an Employee eligible to participate in the Plan under Article IV,
such eligible Employee may again participate in the Plan in accordance with
Article V.

      


      


      ARTICLE
XIII

      


      ADMINISTRATION OF THE
PLAN

      


      13.1.           The
Administrative Committee will be responsible the administration of the Plan and
is designated as the Plan’s agent to receive service of process.  All
matters relating to the administration of the Plan, including the duties imposed
upon the Plan administrator by law, except those duties relating to the control
or management of Plan assets, shall be the responsibility of the Administrative
Committee.  The Investment Committee will have the authority and
responsibility to control and manage the assets of the Plan. Members of both the
Administrative Committee and the Investment Committee shall be appointed and
roved by the Chief Executive Officer, or his or her designee.


      
        
           


        

        
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      13.2.           The
Administrative Committee shall have the full responsibility to represent the
Company and the Participants in all things it may deem necessary for the proper
administration of the Plan.  Subject to the terms of the Plan, the
decision of the Administrative Committee upon any question of fact
interpretation, definition or procedure relating to the administration of the
Plan shall be conclusive.  The responsibilities of the Administrative
Committee shall include the following:

      


      13.2.1.                      Verifying
all procedures by which payments to Participants and their Beneficiaries are
authorized;

      


      13.2.2.                      Deciding
all questions relating to the eligibility of Employees to become Participants in
the Plan;

      


      13.2.3.                      Interpreting
the provisions of the Plan in all particulars;

      


      13.2.4. Establishing and
publishing rules and regulations for carrying out the Plan;

      


      13.2.5.                      Preparing
an individual record for each Participant in the Plan, which shall be available
for examination by such Participant, the Investment Committee and its members,
or other authorized persons; and

      


      13.2.6.                      Reviewing
and answering any denied claim for benefits that has been appealed to the
Administrative Committee under the provisions of Section 15.6.

      


      13.3.           The
following general provision shall govern the actions of either the
Administrative or Investment Committee:

      


      13.3.1.                      The
Committee shall choose a chairman from its members and shall appoint a secretary
who shall keep minutes of the Committee’s proceedings and shall be responsible
for preparing such reports as may be advisable for the administration of the
Plan.  The Committee may employ and compensate such advisory,
clerical, and other employees as it may deem reasonable and necessary to the
performance of its duties.

      


      13.3.2.                      The
action of the Committee shall be determined by a majority vote of all its
members, except that no member of the Committee may vote on any question
relating specifically to himself or herself.

      


      13.3.3.                      The
members of the Committee shall serve without compensation for their services as
such. All expenses of the Committee shall be paid by the Company.

      


      13.3.4.                      The
chairman or the secretary of the Committee may execute any written direction on
behalf of the Committee.

      


      13.3.5.                      The
Committee may, at its discretion, allocate among its members or to other persons
those functions and responsibilities which it deems advisable for the efficient
and effective operation and management of the Plan.

      


      13.3.6.                      Except
as expressly provided, neither the Committee nor any member thereof shall be in
anyway subject to any suit or litigation or to any legal liability for any cause
or reason or thing whatsoever in connection with the administration or financial
performance of the Plan.

      


      


      ARTICLE
XIV

      


      FUTURE OF THE
PLAN

      


      14.1.           The
Company hopes and expects to continue the Plan indefinitely, but necessarily
reserves the right at any time to reduce, suspend or discontinue payments to be
made by it as provided hereunder.  The Company reserves the right to
amend or discontinue the Plan at any time.

      


      



      
        
           


        

        
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      ARTICLE
XV

       
 

      GENERAL
PROVISIONS

      


      15.1.           The
right of any Participant, or Beneficiary to receive future payments under the
provisions of the Plan shall be an unsecured claim against the general assets of
the Company.  Any trust, and any other fund, account, contract or
arrangement that the Company chooses to establish for the future payment of
benefits under this Plan to a Participant or Beneficiary shall remain part of
the Company’s general assets and no person claiming payments under the Plan
shall have any right, title or interest in or to any such trust, fund, account,
contract or arrangement.

      


      15.2.           Where
appropriate, and wherever the singular is used, it shall be interpreted as
including the plural.

      


      15.3.           To
the extent permitted by law, payments to and benefits under the Plan shall not
be assignable, since they are primarily for the support and maintenance of the
Participant after Retirement.  To extent permitted bylaw, such
payments and benefits shall not be subject to attachment by creditors of; or
through legal processes against, any Participant or Beneficiary.

      


      15.4.           Participation
in the Plan shall not give any Employee the right to be retained in the service
of the Company, nor any right or claim to annuity income unless such tight has
specifically accrued under the terms of the Plan.

      


      15.5.           If
any person entitled to receive any benefits hereunder is a minor, or is deemed
by the Administrative Committee or is adjudged to be legally incapable of giving
a valid receipt and discharge for such benefits, they will be paid to the duly
appointed guardian, custodian or committee of such minor or incompetent, or they
maybe paid to such persons who the Administrative Committee believes are caring
for or supporting such minor or incompetent.

      


      15.6.           Any
Participant or Beneficiary who claims to be entitled to the payment of a benefit
under the Plan, should bring the matter to the attention of the Company,
normally through a local personnel department Ifs specific claim as to the
amount of any benefit, the method of payment or any other matter under the Plan
is denied, the claimant will be provided with a written notice, normally within
90 days of the date the claim was filed. The notice will include:

      


      15.6.1.                      the
specific reason or reasons for the denial;

      


      15.6.2.                      the
specific reference or references to the Plan provisions on which the denial is
based,

      


      15.6.3.                      a
notice that the claimant or the claimant’s duly authorized representative, any
appeal the denial to the Administrative Committee within 60 days;
and,

      


      15.6.4.  a
description of any additional information or material necessary to perfect the
claim and an explanation of the need for such material or
information.

      


      In the
event of an appeal, the claimant or the claimant’s representative, may submit a
written application for review of the denial, may examine documents relating to
this Plan or the claim, and may submit written issues, comments, and documents.
Such appeal will be promptly considered by the Administrative
Committee.

      


      15.7.           Except
insofar as the law of Pennsylvania has been superseded by Federal law,
Pennsylvania law shall govern the construction, validity and administration of
this Plan.

      


      


      
        	
                By:

              	
                __________________________

                Gregory
      Freiwald

              
	 
      	 
      
	
                Its:

              	
                Corporate
      Vice President

                Human
      Resources Department

                The
      Dow Chemical Company

              


      

      



      
        
           


        

        
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      APPENDIX
A

      INVESTMENT
FUNDS

      


      The funds
offered in the Dow Elective Deferral Plan (post 2005) are also offered in this
plan.

      


      Ten Year
U.S. Treasury Notes Plus Fund


      
        
           


        

        
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