ex-1005.htm


    


     

    
      	 EXHIBIT
      10.5
	 
	 


    

     

    The
Dow Chemical Company

    Retiree
Life Insurance Plans

    for
Salaried Retirees and Retirees of Certain Hourly Groups

    Summary
Plan Description for:

    


    


    


    


    Retiree
Company-Paid Life Insurance Plan

    Retiree
Optional Life Insurance Plan

    Retiree
Dependent Life Insurance Plan

    


    


    Applicable
to Employees hired prior to January 1, 2008

    


    


    


    


    


    Amended
and Restated October 19, 2009

    To
be effective January 1, 2010 and thereafter until
superseded

    


    


    This
Summary Plan Description (SPD) is updated from time to time on the Dow
Intranet:

    


     

    


     

    Copies
of updated SPDs can be found at the Dow Intranet address above, or by requesting
a copy from the Retiree Service Center, Employee Development Center, Midland, MI
48674, telephone 800-344-0661 or 989-636-0977.  Summaries of
modifications may also be published from time to time in DowFriends or by
separate letter.

    


    (includes
Michigan Hourly Retiree Optional Life Group)

    


    


    


    


    


    


    
      
        
           


        

        
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    Overview

    


    Three
life insurance benefit plans are available to eligible Retirees and their
families:  Retiree Company-Paid Life Insurance Plan, Retiree Optional
Life Insurance Plan and Retiree Dependent Life Insurance Plan (hereafter
collectively referred to as the “Plans” or individually as
“Plan”).   This is the Summary Plan Description (SPD) for these
plans.  Different eligibility and coverage levels will apply depending
on whether you are a Retired Salaried Employee or a Retired Hourly
Employee.  Also, there are differences among the various Hourly
groups.   Special rules also apply to Retired Split Dollar
Participants, Post-65 Executive Life Participants and Disability
Retirees.

    


    Chapter
One applies to The Dow Chemical Company Group Life Insurance Program’s Retiree
Company-Paid Life Insurance Plan (“Retiree Company-Paid Life Insurance
Plan”).  The Retiree Company-Paid Life Insurance Plan is sponsored and
administered by The Dow Chemical Company.  It is part of The Dow
Chemical Company Group Life Insurance Program
(ERISA Plan #507).  It provides group term life insurance
underwritten by Metropolitan Life Insurance Company (“MetLife”).

    


    Chapter
Two applies to The Dow Chemical Company Employee-Paid and Dependent Life
Insurance Program’s Retiree Optional Life Insurance Plan (“Retiree Optional Life
Insurance Plan”).  The Retiree Optional Life Insurance Plan is
sponsored and administered by The Dow Chemical
Company.   Premiums are paid by the Retiree. It is part of The
Dow Chemical Company Employee-Paid and Dependent Life Insurance Program
(ERISA Plan #515).  It provides group term life insurance
underwritten by MetLife.

    


    Chapter
Three applies to The Dow Chemical Company Employee-Paid and Dependent Life
Insurance Program’s Retiree Dependent Life Insurance Plan (“Retiree Dependent
Life Insurance Plan”).  The Retiree Dependent Life Insurance Plan is
sponsored and administered by The Dow Chemical Company.  It is part of
The Dow Chemical Company Employee-Paid and Dependent Life Insurance
Program.  It provides group term life insurance underwritten by
MetLife.  The premium is paid by the Retiree.  Coverage may
be provided for eligible Dependents

    


    Please
review the information in this SPD carefully to become familiar with your
benefit plans, guidelines, rights and responsibilities.  Words that
are capitalized are either defined in this SPD or in the Plan Documents for The
Dow Chemical Company Group Life Insurance Program (for the Retiree Company-Paid
Life Insurance Plan) and The Dow Chemical Company Employee Paid and Dependent
Life Insurance Program (for the Retiree Optional Life Insurance Plan and the
Retiree Dependent Life Insurance Plan).  The Plan Documents include
the applicable insurance policies and insurance certificates.  The
Plan Documents are available upon request.  Contact the Plan
Administrator listed in the ERISA Information
section.

    


    References
to “Dow” and “Participating Employers” are used interchangeably, and both refer
collectively to The Dow Chemical Company and the subsidiaries and affiliates of
The Dow Chemical Company that are authorized to participate in the
Plans.  The “Company” means The Dow Chemical Company.

     

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


    


    
      
        
           


        

        
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    Chapter
One:

    The
Retiree Company-Paid Life Insurance Plan

     
 

    As
of January 1, 2005, the following plans of The Dow Chemical Company Group Life
Insurance Program were merged into The Dow Chemical Company Group Life Insurance
Program’s Retiree Company-Paid Life Insurance Plan:  Michigan Hourly
Retiree Company-Paid Life Insurance Plan; Texas Operations Hourly Basic Life
Insurance Plan; Hampshire Hourly Retiree Company-Paid Life Insurance Plan;
Hampshire Chemical Corporation Hourly Retiree Company-Paid Life Insurance Plan
for Retirees Who Retired Between March 1, 1988 and
January 1, 1999; Hampshire Chemical Corporation Hourly Retiree
Company-Paid Life Insurance Plan (Waterloo); and ANGUS Hourly Retiree
Company-Paid Life Insurance Plan.   Such plans no longer exist as
separate plans, but are now a part of the Retiree Company-Paid Life Insurance
Plan.   Effective December 31, 2005, the Dow
AgroSciences LLC Life Insurance Plan was terminated, and the retiree
company-paid life insurance portion of that plan was incorporated into The Dow
Chemical Company Group Life Insurance Program’s Retiree Company-Paid Life
Insurance Plan for those who retired prior to
January 1, 2006.

    


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

    


    Section
1 applies to Retired Salaried Employees and Certain Retired Hourly
Employees

    Section
2 applies to Retired Michigan Operations Hourly Employees

    Section
3 applies to Retired Texas Operations Hourly Employees who retired prior to
January 1, 2003

    Section
4 applies to Retired Hampshire Waterloo Hourly Employees who retired during a
specified period

    Section
5 applies to Retired Hampshire Owensboro and Nashua Hourly Employees who retired
during a specified period

    Section
6 applies to Disability Retirees

    Section
7 applies to Retired Split Dollar Participants

    Section
8 applies to Post-65 Executive Life Insurance Participants

    Section
9 applies to Certain Union Carbide Retirees who retired prior to
February 7, 2003

    Section
10 applies to Retired Employees of Dow AgroSciences LLC who retired prior to
January 1, 2006

    Section
11 applies to post January 22, 2007 acquisition new hires

    
      Section
12 through to the remaining sections of Chapter One apply to all persons
eligible for coverage under the Plan

    

    
    

    


    Section
1.  Retired Salaried Employees and Certain Retired Hourly
Employees

    


    Eligibility

    Section
1 of Chapter One of this SPD does NOT apply to:

    
      	
               
      

            	
              ·

            	
              Former
      Employees who were hired on or after January 1, 20081;

            


    

    
      	
               
      

            	
              ·

            	
              Former
      Employees who are eligible for any kind of life insurance coverage
      available to active employees of a Participating Employer, other than
      accidental death and dismemberment, business travel or occupational
      accident insurance, are not eligible under this Plan while they are
      covered under the active employee
coverage;

            


    

    
      	
               
      

            	
              ·

            	
              Hourly
      Employees who retired from Michigan Operations prior to
      January 1, 2008;

            


    

    
      	
               
      

            	
              ·

            	
              Hampshire
      Hourly Employees who retired from the Waterloo, NY facility on or after
      March 1, 1988 through
    December 31, 1999;

            


    

    
      	
               
      

            	
              ·

            	
              Hampshire
      Hourly Employees who retired from the Owensboro, KY or Nashua, NH
      facilities on or after  March 1, 1988 through
      December 31, 1998;

            


    

    
      	
               
      

            	
              ·

            	
              Texas
      Operations Employees who retired prior to
      January 1, 2003

            


    

    
      	
               
      

            	
              ·

            	
              Retired
      Split Dollar Participants;

            


    

    
      	
               
      

            	
              ·

            	
              Post-65
      Executive Life Insurance Participants;
and

            


    

    
      	
               
      

            	
              ·

            	
              Union
      Carbide Employees who retired prior to
      February 7, 2003;

            


    

    
      	
               
      

            	
              ·

            	
              Dow
      AgroSciences Employees who retired prior to
      January 1, 2006;

            


    

    
      	
               
      

            	
              ·

            	
              Agrigenetics
      Inc. d/b/a Mycogen Seeds employees who retired prior to
      January 1, 2011;

            


    

    

      

    

      
      1 An
Employee’s earliest hire date with a Participating Employer will be recognized
by the Program, provided there are no breaks in service outside the group of
Participating Employers.  If there is a break in service, your latest
date of hire shall apply, unless you meet the following
description.  Description: Your employment with a Participating
Employer terminated prior to January 1, 2008 (referred to as your
“pre-January 1, 2008 termination date”), and you are subsequently
re-hired by a Participating Employer, and 1) you become a participant of the
DEPP component of the Dow Employees’ Pension Plan or you become a participant of
the UCEPP component of the Union Carbide Employee’ Pension Plan, or 2) you were
eligible for coverage under a retiree life insurance plan under the Program as
of your pre-January 1, 2008 termination date because you were a
Retiree.  If you meet this description, your first hire date will be
recognized by the Plan.

    

    


    
      
        
           


        

        
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              ·

            	
              Individuals
      who were employed by a subsidiary, joint venture, or any other business
      entity or affiliate that was acquired by, formed,by, merged with, or
      created by the Company on or after January 1, 2008, except as
      provided in the footnote below;

            


    

    
      	
               
      

            	
              ·

            	
              Poly-Carb
      Inc. and GNS Employees who retire are not eligible for this
      Plan;

            


    

    
      	
               
      

            	
              ·

            	
              Former
      Employees who terminated employment from a Participating Employer (other
      than Americas Styrenics) and were subsequently hired by Americas Styrenics
      who did not have the required amount of Service to be eligible for the
      Plan at the time of termination of employment from such Participating
      Employer;

            


    

    
      	
               
      

            	
              ·

            	
              Former
      Employees of Americas Styrenics who retire from Americas Styrenics, unless
      they terminated employment from a Participating Employer prior to working
      for Americas Styrenics and met the age and service requirements of the
      Plan when they terminated employment from such Participating
      Employer.

            


    

    
      	
               
      

            	
              ·

            	
              Former
      Employees who were transferred or assigned from a Dow job to a job at the
      Dow Mid-Michigan Business Process Service Center (“BPSC”), who did not
      have at least 10 years of Service as of December 31, 2009, or
      the date of the transfer or assignment to the BPSC, whichever is
      later.  2

            


    

    
      	
               
      

            	
              ·

            	
              Former
      Employees of Rohm and Haas Companyor any of its subsidiaries and
      affiliates.

            


    

    
      	
               
      

            	
              ·

            	
              Former
      Employees of Morton International, Inc. or any of its subsidiaries and
      affiliates.

            


    

    


    Except
for those populations identified above, if you are a Retiree who, on the day
preceding your Retirement, were enrolled for coverage under a Company-Paid Life
Insurance Plan offered under The Dow Chemical Company Group Life Insurance
Program, you are eligible for the coverage described below in Coverage Amounts for Eligible
Salaried and Hourly Retirees.   In order to be a
“Retiree”, you must meet the definition of “Retiree” under the
Plan.

    


    Enrollment

    Upon
Retirement, you may complete an enrollment form, with coverage effective
immediately.  If you want to be covered under Plan Option I at age 65,
you must complete an enrollment form and return it to the U.S. Benefits Center
within
31 days of your Retirement.  Failure
to return the form within 31 days of your Retirement will result in automatic
enrollment in pre-age 65 coverage and Plan Option II at age
65.

    


    Note:  At a later
date, you may decrease your coverage option by switching from Plan Option I to
Plan Option II; however, you will not be permitted to upgrade your coverage by
switching from Plan Option II to Plan Option I, even with a statement of health
form.

    


    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.

    


    Coverage Amounts for
Eligible Salaried and Hourly Retirees

    Coverage
Prior to Age 65

    


    Except
for eligible Retirees of Americas Styrenics, until you reach age 65, you will be
provided with coverage equal to one times (1x) your base annual salary at time
of Retirement3,
rounded up to the next $1000, plus $5000.   Currently, the
Company pays the cost of this coverage.

    


    If
you Retire from Americas Styrenics, and met the eligibility requirements for
this Plan at the time you left your prior Participating Employer, the applicable
salary for determining your coverage is your salary at the time you left your
prior Participating Employer.  See footnote 4 below.

    

      

    

      
      2 If a
BPSC Employee had 10 or more years of Service as of the
later of December 31, 2009, or the date of his assignment or
transfer to the BPSC, but was younger than age 50 as of that date, his age after
he terminates employment with BPSC will be recognized by the
Program.  Therefore, he may “age in” to eligibility for the Program by
working until age 50 or after, but his Service will not grow beyond what it was
as of December 31, 2009, or the date of his transfer or assignment to
the BPSC, whichever is later.

    

    
  
      3 The
applicable salary if you work for Americas Styrenics is not your Americas
Styrenics salary at time of retirement from Americas Styrenics.  The
applicable salary is your salary at the time you left your prior Participating
Employer.  For example, let’s assume that you worked for The Dow
Chemical Company immediately prior to beginning employment with Americas
Styrenics, and your base annual salary was $45,000 at The Dow Chemical Company
at that time.  Let’s also assume that at the time you leave Americas
Styrenics, your base annual salary is $50,000.  The salary that the
Plan will use to determine your coverage will be the $45,000 base annual salary
at the time you left The Dow Chemical Company.

    

    


    
      
        
           


        

        
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    Coverage
Age 65 or older

    


    There
are two plan options available to Retirees age 65 and older.  Plan
Option I requires a monthly Retiree contribution.  Currently, Plan
Option II is provided at no cost to you.   If you Retire from
Americas Styrenics, and met the eligibility requirements for this Plan at the
time your left your prior Participating Employer, the applicable salary for
determining your coverage is your salary at the time you left your prior
Participating Employer.  See footnote 3 below.

    


    Plan Option I: Beginning on
the first of the month following your 65th birthday, your life insurance will
equal 1x your base annual salary at time of Retirement4, rounded up to the next $1,000.  At
age 66, your coverage amount is reduced 20 percent (of the original amount) each
year until age 68.  At age 68 and beyond, your coverage amount is
equal to one-half your base annual
salary, with minimum coverage of $10,000.  The following chart
summarizes the insurance coverage for Retirees electing Plan Option
I:

    


    
      	
              Age

            	 	
              Coverage Amount

            
	 	65	 	
              1x
      base salary at time of Retirement5 ($10,000
      minimum)

            
	 	66	 	
              80%
      of benefit at Retirement6 ($10,000
      minimum)

            
	 	67	 	
              60%
      of benefit at Retirement7 ($10,000
      minimum)

            
	 	68+	
            	
              50%
      of benefit at Retirement8 ($10,000
      minimum)

            


    

    


    Plan Option II: Beginning on
the first of the month following your 65th birthday, your life insurance will
equal 1x your base annual salary, rounded up to the next $1,000.  At
age 66, your coverage amount is reduced 20 percent (of the original amount) each
year until you reach age 70.  At age 70 and beyond, Dow will provide
coverage of $5,000.  The following chart summarizes the insurance
coverage for Retirees electing Plan Option II.

    


    
      	
              Age

            	 	
              Coverage Amount

            
	 	65	 	
              1x
      base salary at time of Retirement9 ($5,000
      minimum)

            
	 	66	 	
              80%
      of benefit at Retirement10 ($5,000
      minimum)

            
	 	67	 	
              60%
      of benefit at Retirement11 ($5,000
      minimum)

            
	 	68	 	
              40%
      of benefit at Retirement 12($5,000
      minimum)

            
	 	69	 	
              20%
      of benefit at Retirement 13($5,000
      minimum)

            
	 	70+	 	
              $5,000

            


    

    


    Cost

    Prior
to Age 65

    


    Currently,
Retiree Company-Paid Life Insurance coverage is provided at no cost to
you.

    


    Age
65 and Older

    


    Plan Option I: You share the
cost of coverage with Dow.  Your cost is based on a rate per $1,000 of
1X coverage and is subject to change based on plan experience.  Your
premium payment is deducted, post-tax, from your monthly pension
check.  Premiums may vary from year to year.  Premium
information is communicated in the annual U.S. Retiree Benefits Enrollment
Booklet, and periodically in DowFriends .  If you elect not to have
your premium deducted from your pension check, you must pay your premium within
31 days of your bill. If
your payment is not postmarked within 31 days of your bill, your coverage will
be canceled.

    

      

    

      
      4  See
footnote 3 above.

    

    5  See
footnote 3 above.

    

      6  See
footnote 3 above.

    

    

      7  See
footnote 3 above.

    

    

      8  See
footnote 3 above.

    

    

      9  See
footnote 3 above.

    

    

      10 See
footnote 3 above.

    

    

      11 See
footnote 3 above.

    

    

      12 See
footnote 3 above.

    

    

      13 See
footnote 3 above.

    

    


    
      
        
           


        

        
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    Plan Option II: Currently,
coverage is provided at no cost to you.

    


    


    Section
2.  Retired Michigan Operations Hourly Employees

    


    Eligibility

    If
your were hired on or after January 1, 2008, you are not eligible for
coverage.  If you were hired prior to January 1, 2008, and
you are a Retired Michigan Operations Hourly Employee who Retired on or after
June 1, 1990 but before January 1, 2008, and you were
covered under the Company-Paid Life Insurance Plan on the day preceding your
Retirement, you are eligible for the coverage described below under “Coverage Amounts for Eligible Midland/Ludington Hourly
Retirees”.

    


    Coverage Amounts for
Eligible Midland/Ludington Hourly Retirees

    Prior
to Age 65

    


    Until
you reach age 65, you will be provided with coverage equal to the amount of
coverage you had as an active Hourly Employee under the Company-Paid Life
Insurance on the day preceding the date of your Retirement.

    


    Age
65 or older

    


    On
or after your 65th birthday, your Retiree Company-Paid Life Insurance benefits
will be determined by applying the appropriate percentage from the following
table to the amount of your Retiree Company-Paid Life Insurance in effect the
date preceding your 65th birthday, with a minimum of $5,000.

    


    
      	
              Age

            	 	
              Coverage Amount

            
	 	65	 	
              1⁄2
      x  annual pay at time of Retirement ($5,000
    minimum)

            
	 	66	 	
              80%
      of benefit at Retirement ($5,000 minimum)

            
	 	67	 	
              60%
      of benefit at Retirement ($5,000 minimum)

            
	 	68	 	
              40%
      of benefit at Retirement ($5,000 minimum)

            
	 	69	 	
              20%
      of benefit at Retirement ($5,000 minimum)

            
	 	70+	 	
              $5,000

            


    

    


    Cost

    Currently,
the Company pays the cost of this coverage.

    


    


    Section  3. 
Retired Texas Operations Employees

    


    Texas
Operations Hourly Employees who Retired prior to January 1, 2003, and
had Non-Contributory coverage under The Dow Chemical Company Texas Operations
Hourly Optional Life Insurance Program are eligible for $10,000 of coverage
until age 65.  Coverage is reduced to $5000 at age
65.  Currently, the Company pays the cost of this
coverage.

    


    


    Section
4.  Retired Hampshire Waterloo Hourly Employees

    


    If
you retired from Hampshire Chemical Corp. on or after
March 1, 1988,through December 31, 1999, at age 62 or older
and were represented while an active employee by the United Steelworkers of
America AFL-CIO Local Union #7110, a bargaining unit of Hampshire Chemical
Corp.’s Waterloo, NY facility,you have $5000 of
coverage.    Currently, the Company pays the cost of this
coverage.

    


    


    
      
        
           


        

        
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    Section
5.  Retired Hampshire Owensboro and Nashua Hourly Employees

    


    If
you Retired from Hampshire Chemical Corp. between March 1, 1988, and
January 1, 1999, and had five or more years of service with W.R. Grace
Company and/or Hampshire Chemical Corp. and were represented while an active
employee by either the International Brotherhood of Boilermakers, Iron Ship
Builders, Blacksmiths, Forgers and Helpers (AFL-CIO) Local Lodge 727 (a
bargaining unit at Hampshire Chemical Corp.’s Owensboro, Kentucky facility) or
the International Chemical Workers Union Council/UFCW, Local No. 952-C (a
bargaining unit at Hampshire Chemical Corp.’s Nashua, New Hampshire facility),
you are eligible for the coverage described below in Coverage Amounts for Eligible
Hampshire Owensboro and Nashua Hourly Retirees.

    


    Coverage
Amounts for Eligible Hampshire Owensboro and Nashua Hourly
Retirees.

    If
you are an eligible Retiree who was represented by the International Brotherhood
of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and Helpers (AFL-CIO)
Local Lodge 727 (a bargaining unit at Hampshire Chemical Corp.’s Owensboro,
Kentucky facility) while you were an active Employee, your coverage is
$6000.

    


    If
you are an eligible Retiree who was represented by the International Chemical
Workers Union Council/UFCW, Local No. 952-C (a bargaining unit at
Hampshire Chemical Corp.’s Nashua, New Hampshire facility) while you were an
active Employee, your coverage is $5000.

    


    Cost

    Currently,
the Company pays the cost of this coverage

    


    


    Section
6.  Disability Retirees

    


    If
your were hired on or after January 1, 2008, you are not eligible for
coverage.14.  If you
were hired prior to January 1, 2008, and if you are receiving a
“disability retirement benefit” from the DEPP component of the Dow Employees'
Pension Plan ("DEPP"), as defined under DEPP, and are not a former Texas
Operations Hourly Employee who retired prior to January 1, 2003, and
you were covered under The Dow Chemical Company Company-Paid Life and/or
Employee-Paid Life Insurance Plans on the day preceding your Retirement, you are
eligible for the coverage described below in Coverage Amounts for Disability
Retirees.  If you are receiving disability retirement payments
from the UCEPP component of the Union Carbide Employees’ Pension Plan (“UCEPP”)
and retired on or after February 7, 2003, you are also eligible for
the coverage described below in Coverage Amounts for Disability
Retirees.

    


    If
you are a former Texas Operations Hourly Employee who retired prior to
January 1, 2003 receiving a “disability retirement benefit” from the
DEPP component of the Dow Employees' Pension Plan ("DEPP"), as defined under
DEPP, and you were covered under the Texas Operations Hourly Contributory
Optional Life Insurance Plan coverage on the day preceding your Retirement, you
are eligible for coverage as described below in Coverage Amounts for Texas
Operations Hourly Disability Retirees.

    


    Coverage Amounts for
Disability Retirees

    Pre-65 coverage.  If
you are a Retiree who is receiving a “disability retirement benefit” from DEPP
or UCEPP, as defined under DEPP or UCEPP, respectively, you will be provided
with Retiree Company-Paid Life coverage equal to the coverage you had as an
active employee.  Until age 65, additional coverage equal to 1/2 x or
1x your base annual pay at Retirement15, rounded up to the
next $1000, is provided if you were previously enrolled for at least that amount
of Employee-Paid Life coverage as an active employee.  Coverage is
contingent on you continuing to meet the requirements to receive disability
retirement benefits from DEPP or UCEPP, whichever is applicable.  If
your DEPP disability retirement effective date is prior to January 1, 2006
(or your UCEPP disability retirement effective date is on or after
February 7, 2003 and prior to

    

      

    

      
      14 An
Employee’s earliest hire date with a Participating Employer will be recognized
by the Program, provided there are no breaks in service outside the group of
Participating Employers.  If there is a break in service, your latest
date of hire shall apply, unless you meet the following
description.  Description: Your employment with a Participating
Employer terminated prior to January 1, 2008 (referred to as your
“pre-January 1, 2008 termination date”), and you are subsequently
re-hired by a Participating Employer, and 1) you become a participant of the
DEPP component of the Dow Employees’ Pension Plan, and did not become a
participant of the UCEPP component of the Union Carbide Employee’ Pension
Plan  or 2) you were eligible for coverage under a retiree life
insurance plan under the Program as of your pre-January 1, 2008
termination date because you were a Retiree.  If you meet this
description, your first hire-date will be recognized by the
Plan.

    

      
      15 See
footnote 3 above.

    

    


    
      
        
           


        

        
          84

          
            

          

        

        
           


        

      

    

    


    January 1, 2006),
this additional coverage is currently provided at no cost to you. 
Age 65 and older. If you are:
(1) a disability retiree under DEPP or UCEPP, and (2) your DEPP disability
retirement effective date is prior to January 1, 2006
(or your UCEPP disability retirement effective date is on or
after  February 7, 2003 and prior to
January 1, 2006), and (3) you are not a Texas Operations Hourly
Employee who began receiving disability retirement from DEPP prior to
January 1, 2003, and (4) you were covered under the Dow Company-Paid
Life Insurance Plan on the day preceding your Retirement, then you are covered
under Plan Option I if you enrolled for Option I at time of
Retirement.  Coverage is contingent on you continuing to meet the
requirements to receive disability retirement benefits from DEPP or
UCEPP.  Currently, this coverage is provided at no cost to
you.

    


    Coverage Amounts for Texas
Operations Hourly Disability Retirees

    


    Retired
Prior to January 1, 1997

    


    If
you are a former Texas Operations Hourly Employee who retired prior to
January 1, 1997 receiving a “disability retirement benefit” from the
DEPP component of the Dow Employees' Pension Plan ("DEPP"), as defined under
DEPP, and you were covered under the Texas Operations Hourly Contributory
Optional Life Insurance Plan coverage on the day preceding your Retirement, you
are eligible for coverage.

    


    Retirees
Less than Age 65:

    


    Coverage
equal to the amount you had as an active employee under the Texas Operations
Hourly Contributory Optional Life Insurance Plan was provided until the first of
the month following your 65th birthday.

    


    Retirees
Age 65 or Older:

    


    If
prior to age 65 your coverage amount was equal to or greater than $30,000,
coverage will be $25,000 beginning on the first of the month following your
65th
birthday. The amount of coverage is reduced each year with the minimum amount at
age 68 of $10,000.  Once coverage is waived or terminated, it cannot
be reinstated.

     

    
      
        
          
            
              
                	
                        Age
      65                                                      $25,000

                        Age
      66                                                      $20,000

                        Age
      67                                                      $15,000

                        Age
      68
      &After                                        $10,000

                      


              

               

            

          

        

      

    

    Retired
on or after January 1, 1997 through
December 31, 2002

    


    If
you are a former Texas Operations Hourly Employee who retired on or after
January 1, 1997 through December 31, 2002, and are receiving
a “disability retirement benefit” from the DEPP component of the Dow Employees'
Pension Plan ("DEPP"), as defined under DEPP, and you were covered under the
Texas Operations Hourly Contributory Optional Life Insurance Plan coverage on
the day preceding your Retirement, you are eligible for coverage.

    


    Retirees
Less than Age 65:

    


    Coverage
was provided in increments of $10,000, subject to a minimum of $10,000 and a
maximum of either $60,000, or one-half the amount of Optional Contributory
coverage in effect on the day preceding Retirement, whichever is less. Once
coverage is waived or terminated, it cannot be reinstated.

    


    Retirees
Age 65 or Older:

    


    If
prior to age 65, your coverage amount was equal to or greater than $30,000
coverage will be $25,000 beginning on the first of the month following your
65th
birthday. The amount of covearge is reduced each year with the minimum amount at
age 68

    


    
      
        
           


        

        
          85

          
            

          

        

        
           


        

      

    

    


    of
$10,000.  Once coverage is waived or terminated, it cannot be
reinstated.

     

    
      
        
          
            	
                    Age
      65                                                      $25,000

                    Age
      66                                                      $20,000

                    Age
      67                                                      $15,000

                    Age
      68
      &After                                        $10,000

                  


          

           

        

      

    

    


    Section
7.  Retired Split Dollar Participants

    


    A
“Retired Split Dollar Participant” is eligible for the coverage described below
in Coverage Amount for
Eligible Split Dollar Retirees.  A “Retired Split Dollar
Participant” is defined as a person who meets the requirements of one of the
following:

    


    
      	
               
      

            	
              i.

            	
              A
      person who: (a) was a Retiree on or before September 30, 2003,
      and (b) was  enrolled in The Dow Chemical Company Executive
      Split Dollar Life Insurance Plan on or before
      September 30, 2003, and (c) signed a waiver of all his or her
      rights under The Dow Chemical Company Executive Split Dollar Life
      Insurance Agreement between him or her and The Dow Chemical Company;
      or

            


    

    
      	
               
      

            	
              ii.

            	
              A
      person who: (a) was a Retiree on or before October 31, 2003, and
      (b) was enrolled in the Union Carbide Corporation Executive Life Insurance
      Plan on October 31, 2003, and (c) for whom the Agreement and
      Collateral Assignment between him or her and Union Carbide Corporation was
      terminated on or about October 31, 2003, and (d) whose coverage
      level under the Union Carbide Executive Life Insurance Plan just prior to
      termination of the Agreement and Collateral Assignment was two times his
      or her annual salary, for which he or she had to pay a premium;
      or

            


    

    
      	
               
      

            	
              iii.

            	
              A
      person who: (a) was an active Employee on September 30, 2002,
      and (b) was  enrolled in The Dow Chemical Company Executive
      Split Dollar Life Insurance Plan on September 30, 2002, and (c)
      signed a waiver of all his or her rights under The Dow Chemical Company
      Executive Split Dollar Life Insurance Agreement between him or her and The
      Dow Chemical Company, and (d) on the day preceding his or her Retirement,
      was covered under the Company-Paid Life Insurance Plan component of The
      Dow Chemical Company Group Life Insurance Program that is available to
      active Employees, and (e) is now a Retiree;
or

            


    

    
      	
               
      

            	
              iv.

            	
              A
      person who: (a) was an active Employee on or before
      October 31, 2002, and (b) was enrolled in the Union Carbide
      Corporation Executive Life Insurance Plan on October 31, 2002,
      and (c) for whom the Agreement and Collateral Assignment between him or
      her and Union Carbide Corporation was terminated on or about
      October 31, 2002, and (d) on the day preceding his or her
      Retirement, was covered under the Company-Paid Life Insurance Plan
      component of The Dow Chemical Company Group Life Insurance Program that is
      available to active Employees, and (e) is now a Retiree;
  or

            


    

    
      	
               
      

            	
              v.

            	
              A
      person who: (a) was an active Employee on October 31, 2003, and
      (b) was enrolled in the Union Carbide Corporation Executive Life Insurance
      Plan on October 31, 2003, and (c) for whom the Agreement and
      Collateral Assignment between him or her and Union Carbide Corporation was
      terminated on or about October 31, 2003, and (d) whose coverage
      level under the Union Carbide Executive Life Insurance Plan just prior to
      termination of the Agreement and Collateral Assignment was two times his
      or her annual salary, for which he or she had to pay a premium, and (e) on
      the day preceding his or her Retirement, was covered under the
      Company-Paid Life Insurance Plan component of The Dow Chemical Company
      Group Life Insurance Program that is available to active Employees, and
      (f) is now a Retiree; or

            


    

    
      	
               
      

            	
              vi.

            	
              A
      person who: (a) was a Retiree on or before October 31, 2003, and
      (b) was enrolled in the Union Carbide Corporation Executive Life Insurance
      Plan on October 31, 2005, and (c) for whom the Agreement and
      Collateral Assignment between him or her and Union Carbide Corporation was
      terminated on or about October 31, 2005, and (d) whose coverage
      level under the Union Carbide Executive Life Insurance Plan just prior to
      termination of the Agreement and Collateral Assignment was two times his
      or her annual salary, for which he or she had to pay a premium,
      or

            


    

    
      	
               
      

            	
              vii.

            	
              A
      person who is not described in (vi) above, and (a) was a Retiree on or
      before October 31, 2003, and (b) was enrolled in the Union
      Carbide Corporation Executive Life Insurance Plan on
      October 31, 2005, and (c) for whom the Agreement and Collateral
      Assignment between him or her and Union Carbide Corporation was terminated
      on or about October 31, 2005.  For purposes of the Plan,
      “1X”  means either 1 times your final annual salary at
      Union Carbide or 40% of your final annual salary at Union Carbide, or
      2 times your final annual salary at Union Carbide, depending on the
      amount of coverage you had under the Union Carbide Corporation Executive
      Life Insurance Plan on
  October 31, 2005.

            


    

    


    
      
        
           


        

        
          86

          
            

          

        

        
           


        

      

    

     

    Enrollment

    Retired
Split Dollar Participants who were active Employees at the time their split
dollar agreement was terminated, are required to submit an enrollment form at
the time they Retire.  Failure to return the form within 31 days
of Retirement will result in automatic enrollment at the same coverage level you
had as an active Employee under Company-Paid Life Insurance
(1x coverage).

    


    Coverage Amount for Eligible
Split Dollar Retirees

    Except
for a person described in Section 7(vii), a Retired Split Dollar Participant has
1 times (1x) his or her final annual salary at the time of Retirement16, which will continue
until death.  However, if you elect to waive this special
1x coverage, you will not be allowed to re-enroll in the
future.  With respect to a person described in
Section 7 (vii),  a Retired Split Dollar Participant has an
amount of coverage equal to 1x, as defined in
Section 7 (vii).

    


    Cost

    Currently,
the Company pays the cost of this coverage.

    


    


    Section
8.  Post-65 Executive Life Insurance Participants

    


    A
“Post-65 Executive Life Insurance Participant” is a person who was notified
prior to 1989 of their eligibility for Post-65 Executive Life Insurance, who
subsequently retired and completed a Post-65 Executive Life Insurance election
form, and did not later enroll in The Dow Chemical Company Executive Split
Dollar Life Insurance Plan.

    


    Enrollment

    Post-65
Executive Life Insurance Coverage is closed to new enrollments.

    


    Coverage Amount for Post-65
Executive Life Insurance Participants

    Effective
with their 65th
birthday, a Post-65 Executive Life Insurance Participant has coverage equal to
two times (2x) their final pay up to a maximum of two million
dollars.  This coverage will continue until death, as long as the
required premiums are paid.

    


    Cost

    Currently,
the cost of this coverage is shared by the Retiree and the
Company.  The Retiree’s contribution, which is based on 1x of coverage
is currently $1.62 per thousand.  Premiums are subject to
change.  If your premiums are not automatically deducted from payments
from the Dow Employees’ Pension Plan (“DEPP”), you must pay your premium within
31 days of your bill.  If your payment is not postmarked
within 31 days of your bill, your coverage will be canceled.

    


    End of
Coverage

    You
will retain a one-time option to discontinue coverage under this program and
obtain coverage applicable to a Retiree of like age under the Retiree
Company-Paid Life Insurance Plan described under
Section 1.  However, there will be no refund of premiums paid
under the
Post-65 Executive Life Insurance program.

    


    


    Section
9.  Retired Union Carbide Employees

    


    If
you Retired prior to February 7, 2003, you are covered under The Dow
Chemical Company Group Life Insurance Program’s Union Carbide Subsidiary Basic
Life Insurance Plan.  You are not eligible for coverage under The Dow
Chemical Company Group Life Insurance Program’s Company-Paid Life Insurance
Plan.

    


    


    Section
10.  Retired Dow AgroSciences Employees

    


    If
you retired prior to January 1, 2006 under the Dow AgroSciences
Pension Plan, you are eligible for coverage equal to one times (1x)
your  annual base salary at time of retirement, rounded up to the next
$1000, until you reach age 66.  At age 66,

    

      

    

      
      16 See
footnote 3 above.

    

    


    
      
        
           


        

        
          87

          
            

          

        

        
           


        

      

    

    


    coverage
will decrease 20% each year until you either reach age 70 or until the coverage
amount is reduced to $10,000, whichever occurs first.

    


    Enrollment

    Coverage
for Retired Dow AgroSciences Employees under this section is closed to new
enrollments.

    


    Cost

    Currently,
the Company pays the cost of this coverage.

    


    


    Section
11.  General Eligibility Information

    


    Check
the Plan Document, which addresses unusual situations, such as mergers and
acquisitions, for additional eligible retiree populations.

    


    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.

    


    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 all future rights to re-enroll for coverage.

    


    


    Section
12.  Reporting Imputed Income

    


    Except
for Retired Split Dollar Participants and Post-65 Executive Life Insurance
Participants, the Internal Revenue Code allows the cost for the first $50,000 of
Retiree Company-Paid Life Insurance Plan coverage to be excluded from taxable
income.  Any imputed income resulting from your life insurance
coverage will be reported to the IRS along with your annual pension income
information.

    


    The
imputed income is determined based on a Uniform Premium Table established by the
federal government.

    


    If
you are a retired Michigan Operations Hourly Employee who retired prior to
January 1, 2008, the cost of your combined Company-Paid Life and
Employee-Paid Life in excess of $50,000 is taxable income and is determined
based on the Uniform Premium Table established by the federal
government.

    


    If
your Retiree 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 Retiree Service Center.  The age 65 and older reduction
factors will be applied to the $50,000 amount, instead of the original Retiree
Company-Paid Life amount.  Once coverage is reduced, it may not be
reinstated.

    


    


    Section
13.  Naming Your Beneficiary

    


    If
you did not register your beneficiary information with MetLife at
www.MetLife.com/MyBenefits, or by mailing the appropriate beneficiary form to
the MetLife Recordkeeping Center while an active employee, you must do so upon
retirement,  MetLife became the record keeper for Retiree Life
Insurance beneficiary designations effective
June 1, 2008.  Beneficiary information previously
recorded at the DowBenefits Center was not transferred to
MetLife.

    


    
      
        
           


        

        
          88

          
            

          

        

        
           


        

      

    

    


    If
you do not name a beneficiary, your Retiree Company-Paid Life Insurance benefit
will be paid to the person you designated under the active employee Company-Paid
Life Insurance Plan.  If you do not name a beneficiary and you did not
designate a beneficiary under the active employee Company-Paid Life Insurance
Plan, 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 and you did not designate a beneficiary under the
active employee Company-Paid Life Insurance Plan, instead of making payment to
any of the above, MetLife may pay your estate. Your failure to designate a
beneficiary may delay the payment of funds.

    


    If
you wish to change your beneficiary designation, or need to register for the
first time, you can do so via the Internet at www.MetLife.com/MyBenefits,
or www.dowfriends.com.  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).  A
life event (such as marriage/domestic partnership, divorce/termination of
domestic partnership, etc.) may signal a need to change your
beneficiary.

    


    


    Section
14.  Benefit Payment

    


    In
the event of your death, your beneficiary should contact the Retiree Service
Center.  A certified death certificate must be provided to MetLife to
disburse the life insurance proceeds.  See Claims Procedures Appendix of
this SPD.  Contact the Retiree Service Center at
1-800-344-0661.

    


    


    Section
15.  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 Retiree Company-Paid Life Insurance and Retiree Optional Life
Insurance benefits  before 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, you
must be covered for at least $10,000 from your Retiree Company-Paid Life
Insurance and/or Retiree Optional Life Insurance.  You may receive an
accelerated benefit of up to 80 percent (minimum $5,000 and maximum
$500,000) of your Retiree Company-Paid Life Insurance and/or Retiree Optional
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 beneft 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
life insurance coverage ends or is reduced in the future, 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 Retiree Service Center at 1-800-344-0661 and must be completed
and returned for evaluation and approval by MetLife.

    


    Section
16.  Funding

    


    The
Plan is funded by an insurance policy underwritten by Metropolitan Life
Insurance Company (“MetLife”).

    


    
      
        
           


        

        
          89

          
            

          

        

        
           


        

      

    

    


    Except for Plan
Option I, the Participating Employers currently pay the entire cost of the
Retiree Company-Paid Life Insurance Plan.   For Plan Option I,
the Retiree and  the Participating Employer share the
cost.  The insurance carrier underwriting the Plans 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 the insurer for the
Retiree Company-Paid Life Insurance Plan attributable to
Dow’s  premiums are used to reduce Dow’s cost for the coverage in the
same and prior years.

    


    


    Section
17.  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, 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.

    


    


    Section
18.  Ending Coverage

    


    Your
Retiree 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 you elect to terminate your coverage.

    


    


    Section
19.  Converting to an Individual Policy

    


    If
your Company-Paid Life Insurance coverage ends because you elect to terminate
your coverage or you are longer meet the eligibility requirements of the Plan,
your coverage may be converted to an individual non-term policy through MetLife,
Inc. 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 you elected to terminate your coverage;
or

            


    

    
      	
               
      

            	
              ·

            	
              the
      date you no longer meet the eligibility requirements of the
      Plan.

            


    

    


    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 eligible 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 and make the required premium
payment to MetLife within 31 days of the date your Dow coverage is lost or
decreases.  Contact the Dow Retiree 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.

    


    
      
        
           


        

        
          90

          
            

          

        

        
           


        

      

    

    


    Chapter
Two:   Retiree Optional Life Insurance Plan

    


    As
of January 1, 2005, the following plans were merged into the Retiree
Optional Life Insurance Plan: The Dow Chemical Company Texas Operations Hourly
Optional Life Insurance Program’s Retiree Optional Life Insurance Plan;
Hampshire Chemical Corporation Hourly Optional Group Life Insurance Program’s
Pre-65 Retiree Optional Life Insurance Plan; Hampshire
Chemical Corporation Hourly Optional Group Life Insurance Program’s Retiree
Optional Life Insurance plan (Waterloo); and ANGUS Chemical Company Hourly
Optional Group Life Insurance Program’s Pre-65 Retiree Optional Life Insurance
Plan.   Such plans no longer exist as separate plans, but are now
a part of the Retiree Optional Life Insurance Plan.  Effective
December 31, 2005, the Dow AgroSciences LLC Life Insurance Plan was
terminated, and the optional retiree life insurance portion of that plan was
incorporated into The Dow Chemical Company Group Life Insurance Program’s
Retiree Optional Life Insurance Plan for those who retired prior to
January 1, 2006.  Effective January 1, 2008, the
Midland and Ludington Hourly Pre-65 Retiree Optional Life Insurance Plan was
incorporated into The Dow Chemical Company Group Life Insurance Program’s
Retiree Optional Life Insurance Plan for those who retired prior to
June 1, 1990, and for those who retired on or after
June 1, 1990 provided that their hire date was prior to
January 1, 2008.  Group Policies 11700-G-09 and 11700-G-67
for the Michigan Hourly Optional Life Insurance Program were merged into
11700-G.

    


    


    The
Retiree Optional Life Insurance Plan is referred to in Chapter Two as the
“Plan”.

    


    Section
1 applies to Retired Salaried Employees and Certain Retired Hourly
Employees

    Section
2 applies to Retired Texas Operations Hourly Employees who retired during a
specified period

    Section
3 applies to Retired Hampshire Waterloo Hourly Employees who retired during a
specified period

    Section
4 applies to Disability Retirees

    Section
5 applies to Retired Split Dollar Participants

    Section
6 applies to Certain Union Carbide Retirees who retired prior to
February 7, 2003

    Section
7 applies to Retired Employees of Dow AgroSciences LLC who retired prior to
January 1, 2006

    Section
8 applies to Retired Michigan Operations Hourly Retirees who retired prior to
January 1, 2008

    
      Section
9 through to the remaining sections of Chapter Two apply to all persons eligible
for coverage under the Plan

       

    

     

    Section
1.  Retired Salaried Employees and Certain Retired Hourly
Employees

    


    Eligibility

    Section
1 of Chapter Two of this SPD does NOT
apply to:

    


    
      	
               
      

            	
              ·

            	
              Former
      Employees who were hired on or after January 1, 200817;

            


    

    
      	
               
      

            	
              ·

            	
              Former
      Employees who are eligible for any kind of life insurance coverage
      available to active employees of a Participating Employer, other than
      accidental death and dismemberment, business travel or occupational
      accident insurance, are not eligible under this Plan while they are
      covered under the active employee
coverage;

            


    

    
      	
               
      

            	
              ·

            	
              Hourly
      Employees who retired from Michigan Operations prior to
      January 1, 2008;

            


    

    
      	
               
      

            	
              ·

            	
              Hampshire
      Hourly Employees who retired from the Waterloo, NY facility on or after
      March 1, 1988 through
    December 31, 1999;

            


    

    
      	
               
      

            	
              ·

            	
              Hampshire
      Hourly Employees who retired from the Owensboro, KY or Nashua, NH
      facilities on or after  March 1, 1988 through
      December 31, 1998;

            


    

    
      	
               
      

            	
              ·

            	
              Texas
      Operations Employees who retired prior to prior to
      January 1, 2003;

            


    

    
      	
               
      

            	
              ·

            	
              Retired
      Split Dollar Participants;

            


    

    
      	
               
      

            	
              ·

            	
              Union
      Carbide Employees who retired prior to
      February 7, 2003;

            


    

    
      	
               
      

            	
              ·

            	
              Dow
      AgroSciences employees who retired prior to
      January 1, 2006;

            


    

    

      

    

      
      17 An
Employee’s earliest hire date with a Participating Employer will be recognized
by the Program, provided there are no breaks in service outside the group of
Participating Employers.  If there is a break in service, your latest
date of hire shall apply, unless you meet the following
description.  Description: Your employment with a Participating
Employer terminated prior to January 1, 2008 (referred to as your
“pre-January 1, 2008 termination date”), and you are subsequently
re-hired by a Participating Employer, and 1) you become a participant of the
DEPP component of the Dow Employees’ Pension Plan, or you become a participant
of the UCEPP component of the Union Carbide Employee’ Pension Plan, or 2) you
were eligible for coverage under a retiree life insurance plan under the Program
as of your pre-January 1, 2008 termination date because you were a
Retiree.  If you meet this description, your first hire date will be
recognized by the Plan.

    

    


    
      
        
           


        

        
          91

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              ·

            	
              Agrigenetics
      Inc. d/b/a Mycogen Seeds employees who retired prior to
      January 1, 2011;

            


    

    
      	
               
      

            	
              ·

            	
              Individuals
      who were employed by a subsidiary, joint venture, or any other business
      entity or affiliate that was acquired by, formed by, merged with, or
      created by the Company on or after
    January 1, 2008;

            


    

    
      	
               
      

            	
              ·

            	
              Poly-Carb
      Inc. and GNS Employees who retire are not eligible for this
      Plan;

            


    

    
      	
               
      

            	
              ·

            	
              Former
      Employees who terminated employment from a Participating Employer (other
      than Americas Styrenics) and were subsequently hired by Americas Styrenics
      who did not have the required amount of Service to be eligible for the
      Plan at the time of termination of employment from such Participating
      Employer;

            


    

    
      	
               
      

            	
              ·

            	
              Former
      Employees of Americas Styrenics who retire from Americas Styrenics, unless
      they terminated employment from a Participating Employer prior to working
      for Americas Styrenics and met the age and service requirements of the
      Plan when they terminated employment from such Participating
      Employer.

            


    

    
      	
               
      

            	
              ·

            	
              Former
      Employees who were transferred or assigned from a Dow job to a job at the
      Dow Mid-Michigan Business Process Service Center (“BPSC”), who did not
      have at least 10 years of Service as of December 31, 2009, or
      the date of the transfer or assignment to the BPSC, whichever is
      later.  18

            


    

    
      	
               
      

            	
              ·

            	
              Former
      Employees of Rohm and Haas Companyor any of its subsidiaries and
      affiliates.

            


    

    
      	
               
      

            	
              ·

            	
              Former
      Employees of Morton International, Inc. or any of its subsidiaries and
      affiliates.

            


    

    


    Except
for those populations identified above, if you are a Retiree who is less than
age 65 and, on the day preceding your Retirement, you were enrolled for coverage
under an Employee-Paid Life Insurance Plan sponsored by a Participating
Employer, you are eligible for the coverage described below in Optional Coverage Amounts for
Eligible Salaried and Hourly Retirees without completing and submitting a
statement of health form.  If you were not previously enrolled,
completing and submitting a statement of health form is required.  In
order to be a “Retiree”, you must meet the definition of “Retiree” under the
Plan.

    


    Enrollment

    If
you were previously enrolled for Employee-Paid Life Insurance as an active
Employee, you may complete an enrollment form upon Retirement, with coverage
effective immediately under the Retiree Optional Coverage.  You must
complete an enrollment form and return it to the U.S. Benefits Center within
31 days of your Retirement.  Failure
to return the form within 31 days of your Retirement will result in waiver
of your coverage.

    


    If
you were not previously enrolled, you must complete and submit a statement of
health form.  This proof may require a physical examination, at your
expense.  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.

    


    You
may decrease or cancel your coverage at any time by completing a new enrollment
form and returning it to the Plan.

    


    If
you wish to enroll at a later date or increase your coverage amount, completing
and submitting a statement of health form will be required.

    


    Optional
Coverage Amounts and Costs for Eligible Salaried and Hourly
Retirees

    You
may purchase coverage equal to either 1/2x or 1x your base annual salary at
Retirement19,
rounded up to the next $1,000, if you were previously enrolled for at least that
amount of coverage as an active employee.  Pre-65 Retiree Optional
rates are age-related rates.  Premium information is communicated
annually by the Plan Administrator.  Premiums are subject
to

    

      

    

      
      18 If a
BPSC Employee had 10 or more years of Service as of the later of
December 31, 2009, or the date of his assignment or transfer to the
BPSC, but was younger than age 50 as of that date, the time he worked at the
BPSC will not be recognized by the Program to determine whether he is a Retiree
under the Program after he terminates employment, but his age will be recognized
by the Program.  Therefore, he may “age in” to eligibility for the
Program by working until age 50 or after, but his Service will not grow beyond
what it was as of December 31, 2009, or the date of his transfer or
assignment to the BPSC, whichever is later.  If a BPSC Employee had 10
or more years of Service as of the later of
December 31, 2009, or the date of his assignment or transfer to the
BPSC, the BPSC Employee is eligible for coverage upon termination of
employment.

    

      
      19 The
applicable salary if you work for Americas Styrenics is not your Americas
Styrenics salary at time of retirement from Americas Styrenics.  The
applicable salary is your salary at the time you left your prior Participating
Employer.  For example, let’s assume that you worked for The Dow
Chemical Company immediately prior to beginning employment with Americas
Styrenics, and your base annual salary was $45,000 at The Dow Chemical Company
at that time.  Let’s also assume that at the time you leave Americas
Styrenics, your base annual salary is $50,000.  The salary that the
Plan will use to determine your coverage will be the $45,000 base annual salary
at the time you left The Dow Chemical Company.

    

    


    
      
        
           


        

        
          92

          
            

          

        

        
           


        

      

    

    


    change.  If
your premiums are not automatically deducted from payments from the Dow
Employees’ Pension Plan, or the Union Carbide Employees’ Pension Plan, you must
pay your premium within 31 days of your bill.  If your payment is not postmarked
within 31 days of your bill, your coverage will be canceled.

    


    If
you were previously enrolled for a lesser amount, completing and submitting a
statement of health form will be required.  In any case, the maximum
coverage available is 1x, rounded up to the next $1,000.

    


    If
you Retire from Americas Styrenics, and met the eligibility requirements of the
Plan at the time you left your prior Participating Employer, the applicable
salary for determining your coverage is your salary at the time you left your
prior Participating Employer.  See
footnote 21 below.

    


    End of
Coverage

    Coverage
ends at the end of the month in which you reach age 65.  Coverage ends
earlier than age 65 if you cancel coverage or fail to pay the required
premiums.

    


    


    Section  2. 
Retired Texas Operations Employees

    


    Retired
on or after October 1, 1992 but prior to
January 1, 2003

    


    Texas
Operations Hourly Employees who Retired on or after October 1, 1992
but prior to January 1, 2003, and were enrolled on the day preceding
their Retirement in the Optional Life Insurance Plan of The Dow Chemical Company
Texas Operations Hourly Optional Life Insurance Program are eligible for the
coverage.

    


    Retirees
Less than Age 65:

    


    Coverage
could be purchased in increments of $10,000, subject to a minimum of $10,000 and
a maximum of either $60,000, or one-half the amount of Optional Contributory
coverage you had in effect on the day preceding your Retirement, whichever is
less. Once coverage is waived or terminated, it cannot be
reinstated.

    


    Retirees
Age 65 or Older:

    


    If
you carried an amount equal to or greater than $30,000 prior to age 65 you had
the option to purchase $25,000 beginning on the first of the month following
your 65th birthday.
The amount of insurance is reduced each year with the minimum amount at
age 68 of $10,000.  Once coverage is waived or terminated, it
cannot be reinstated.

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Age
      65                                                      $25,000

                                Age
      66                                                      $20,000

                                Age
      67                                                      $15,000

                                Age
      68
      &After                                        $10,000

                              


                      

                       

                       

                    

                  

                

              

            

          

        

      

    

    Your
premium for Retiree Optional Life Insurance is based on the amount of coverage
you select. Your premiums are deducted post-tax from your monthly pension check.
Premiums are subject to change. Premium changes are published in
DowFriends.  If your premiums are not automatically deducted from
pension payments, you must pay your premium within 31 days of your
bill.  If your
payment is not postmarked within 31 days of your bill, your coverage will
be cancelled.

    


    


    Retired
Prior to October 1, 1992

    


    Texas
Operations Hourly Employees who Retired prior to October 1, 1992, and
were enrolled, on the day preceding their Retirement, in the Optional Life
Insurance Plan of The Dow Chemical Company Texas Operations Hourly Optional Life
Insurance Program are eligible for the coverage.

    


    Retirees
Less than Age 65:

    


    Coverage
could be purchased for half the amount of coverage you had as an active Employee
under the Optional Contributory plan, up to $25,000 until
age 65.  Once coverage is waived or terminated, it cannot be
reinstated.

    


    
      
        
           


        

        
          93

          
            

          

        

        
           


        

      

    

    


    Retirees
Age 65 or Older:

    


    If
you carried an amount equal to or greater than $30,000 prior to age 65, you
had the option to purchase $25,000 beginning on the first of the month following
your 65th birthday.
The amount of insurance is reduced each year with the minimum amount at
age 68 of $10,000.  Once coverage is waived or terminated, it
cannot be reinstated.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Age
      65                                                      $25,000

                                        Age
      66                                                      $20,000

                                        Age
      67                                                      $15,000

                                        Age
      68
      &After                                        $10,000

                                      


                              

                               

                            

                          

                        

                      

                    

                  

                

              

            
If
you carried an amount equal to $20,000 prior to age 65 you had the option
to purchase $20,000 beginning on the first of the month following your 65th birthday.
The amount of insurance is reduced each year with the minimum amount at
age 68 of $10,000.  Once coverage is waived or terminated, it
cannot be reinstated.

        

      

    

    


    
      
        
           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              Age
      65                                                      $25,000

                                              Age
      66                                                      $20,000

                                              Age
      67                                                      $15,000

                                              Age
      68
      &After                                        $10,000

                                            


                                    

                                     

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          
Your
premium for Retiree Optional Life Insurance is based on the amount of coverage
you select. Your premiums are deducted post-tax from your monthly pension check.
Premiums are subject to change. Premium changes are published in
DowFriends.  If your premiums are not automatically deducted from
pension payments from the Dow Employees’ Pension Plan (DEPP), formerly known as
the Dow Employee Retirement Plan (ERP), you must pay your premium within
31 days of your bill. If
your payment is not postmarked within 31 days of your bill, your coverage
will be cancelled.

      

    

    


    


    Section
3.  Retired Hampshire Waterloo Hourly Employees

    


    If
you retired from Hampshire Chemical Corp. on or after
March 1, 1988,through December 31, 1999, at age 55 or
older and were represented while an active employee by the United Steelworkers
of America AFL-CIO Local Union #7110, a bargaining unit of Hampshire Chemical
Corp.’s Waterloo, NY facility, and you were enrolled in Hampshire Chemical Corp.
supplemental employee paid life insurance coverage on the day preceding your
retirement, you are eligible for the amount of optional life insurance you had
on the day preceding your retirement, ie., $2500, $5000, $7500, or
$13,000.  You are required to pay the premiums.  Premiums
are subject to change.  Changes to premiums are published in
DowFriends.  If your premiums are not automatically deducted from your
pension payments, you must pay your premium within 31 days of your
bill.  If your
payment is not postmarked within 31 days of your bill, your coverage will
be cancelled.

    


    


    Section
4.  Disability Retirees

    


    If
you were hired on or after January 1, 2008, you are not eligible for
coverage20.  If you
were hired prior to January 1, 2008, and if you are receiving a
“disability retirement benefit” from the DEPP component of the Dow Employees’
Pension Plan (“DEPP”), as defined under DEPP, and you are not a former Texas
Operations Hourly Employee, and you were covered under The Dow Chemical Company
Employee-Paid Life Insurance Plan on the day preceding your Retirement, you are
eligible for the coverage described below in Coverage Amounts for Disability
Retirees.

    

      

    

      
      20 An
Employee’s earliest hire date with a Participating Employer will be recognized
by the Program, provided there are no breaks in service outside the group of
Participating Employers.  If there is a break in service, your latest
date of hire shall apply, unless you meet the following
description.  Description: Your employment with a Participating
Employer terminated prior to January 1, 2008 (referred to as your
“pre-January 1, 2008 termination date”), and you are subsequently
re-hired by a Participating Employer, and 1) you become a participant of the
DEPP component of the Dow Employees’ Pension Plan or you become a participant of
the UCEPP component of the Union Carbide Employee’ Pension Plan, or 2) you were
eligible for coverage under a retiree life insurance plan under the Program as
of your pre-January 1, 2008 termination date because you were a
Retiree.  If you meet this description, your first hire-date will be
recognized by the Plan.

    

    


    
      
        
           


        

        
          94

          
            

          

        

        
           


        

      

    

    


    If
you are receiving a “disability retirement benefit” from the UCEPP component of
the Union Carbide Employees’ Pension Plan (“UCEPP”), as defined under UCEPP, on
or after February 7, 2003, and you were covered under The Dow Chemical
Company Employee-Paid Life Insurance Plan on the day preceding your Retirement,
you are also eligible for the coverage described below in Coverage Amounts for Disability
Retirees.

    


    Coverage Amounts for
Disability Retirees

    


    Pre-65 coverage.

    


    Disability retirement on or
after January 1, 2006:  Effective
January 1, 2006, if you are a disability retiree under DEPP or UCEPP,
and your disability retirement effective date is on or after
January 1, 2006, your eligibility, coverage amounts and costs are the
same as Retirees who are not receiving a “disability retirement benefit” under
DEPP or UCEPP.  See Chapter Two, Section 1 of this SPD.

    


    Disability retirement prior
to January 1, 2006:  See Chapter One, Section 6
of this SPD.

    


    Age 65 and older.

    


    Disability retirement on or
after January 1, 2006:   Effective
January 1, 2006, if you are a disability retiree under DEPP or UCEPP
and your disability retirement effective date is on or after
January 1, 2006, your eligibility, coverage amounts and costs are the
same as Retirees who are not receiving a disability retirement under DEPP or
UCEPP.

    


    Disability retirement prior
to January 1, 2006:  See Chapter One,
Section 6 of this SPD.

    


    


    Section
5.  Retired Split Dollar Participants

    


    Except
for those described in Section 7 (vii)  of Chapter One:
Company Paid Life Insurance Plan in this SPD,  Retired Split Dollar
Participants are eligible for 1x Split Dollar Equivalent Coverage if they
elected to purchase the 1x Employee-paid or Retiree-paid split dollar
replacement coverage (“1x Split Dollar Equivalent Coverage”) at the time it
was offered to them when their split dollar agreements were terminated, and they
continue to pay the premiums for that coverage.  For the definition of
“Retired Split Dollar Participants” see Chapter One of this SPD, Section 7
entitled Retired Split Dollar
Participants .  Retired Split Dollar Participants described in
Section 7 (vii) of Chapter One are not eligible for coverage under the
Retiree Optional Life Insurance Plan.

    


    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

    If
you are a Retired Split Dollar Participant who was an active Employee at the
time your split dollar agreement was terminated, and you are paying premiums for
the 1x Split Dollar Equivalent Coverage, you are required to submit an
enrollment form at the time you Retire if you wish to continue the 1x Split
Dollar Equivalent Coverage as a Retiree.  Failure to return the form within
31 days of  your Retirement will result in automatic enrollment
in the 1x Split
Dollar Equivalent Coverage.  If you waived the 1x Split
Dollar Equivalent Coverage at the time your split dollar agreement was
terminated, or if such coverage was waived or cancelled after your split dollar
agreement was terminated, you may not subsequently enroll for such coverage at
any time.

    


    Costs

    You
pay the premium for coverage.  The cost for coverage is subject to
change, according to Plan experience. Premiums are subject to change. If your
premiums are not automatically deducted from payments from the Dow Employees’
Pension Plan or the Union Carbide Employees’ Pension Plan, you must pay your
premium within 31 days of your bill.  If your payment is not postmarked
within 31 days of your bill, your coverage will be canceled.

    


    
      
        
           


        

        
          95

          
            

          

        

        
           


        

      

    

    


    Coverage
Levels

    Coverage
is 1x of your final annual salary21 rounded up to the
next $1,000.

    


    End
of Coverage

    


    1x Split
Dollar Equivalent Coverage ends if you cancel coverage or fail to pay the
required premiums.

    


    


    Section
6.  Retired Union Carbide Employees

    


    If
you Retired prior to February 7, 2003, you are covered under The Dow
Chemical Company Group Life Insurance Program’s Union Carbide Subsidiary Basic
Life Insurance Plan.  You are not eligible for coverage under the
Retiree Optional Life Insurance Plan.

    


    


    Section
7.  Retired Dow AgroSciences Employees

    


    If
you Retired prior to January 1, 2006 under the Dow AgroSciences
Pension Plan and if you were enrolled in supplemental coverage
(1x, 2x, 3x, or 4x) under the Dow AgroSciences LLC Life
Insurance Plan as an active Employee on the day preceding your retirement, you
may purchase supplemental life insurance coverage equal to one times your annual
base salary at the time of your Retirement.    You are
required to pay the premiums.  Premiums are age-related and subject to
change.  Changes to premiums are published in
DowFriends.  If your premiums are not automatically deducted from
payments from your pension, you must pay your premium within 31 days of
your bill.  If your
payment is not postmarked within 31 days of your bill, your coverage will
be cancelled.

    


    Coverage
ends at the end of the month in which you reach age 65.  Coverage
ends earlier than age 65 if you cancel coverage or fail to pay the required
premiums.

    


    


    Section
8.  Retired Michigan Operations Hourly Employees

    


    Eligibility

    If
you are a Retired Midland or Ludington Hourly Employee who is less than
65 years of age and you Retired on or after June 1, 1990, but
prior to January 1, 2008, you are eligible for Pre-65 Retiree
Optional Life Insurance coverage.  If you were enrolled in the
Employee-Paid Life Insurance Plan on the day preceding your Retirement, you are
eligible for continued coverage under this Plan until you reach
age 65.  If you were not previously enrolled, you must complete
and submit a statement of health form to participate in the Plan.

    


    Coverage
Levels

    At
Retirement, you may purchase coverage equal to either
1/2X, 1X or 1 1/2X your base annual hourly rate on the
previous December 1, rounded up to the next $1,000, if you were previously
enrolled for at least that amount of coverage as an active
employee.

    


    If
you were previously enrolled for a lesser amount, a statement of health form
will be required.  In any case, the maximum coverage available is
1 1/2X of your base annual hourly rate on the previous December 1,
rounded up to the next $1,000.

    


    Cost

    Your
premium for Pre-65 Retiree Optional Life Insurance is based on your age and
the amount of coverage you select.  The cost for coverage is subject
to change, according to Plan experience.

    


    Your
premiums are deducted post tax from your monthly pension
check.  Premiums are subject to change.  Premium changes are
published in open enrollment materials and DowFriends.  If your
premiums are not automatically deducted from pension payments from the Dow
Employees’ Pension Plan (DEPP), formerly known as the Dow Employee
Retirement Plan (ERP), you must pay your

    

      

    

      
      21
See footnote
19.

    

    


    
      
        
           


        

        
          96

          
            

          

        

        
           


        

      

    

    


    premium
within 31 days of your bill.  If your payment is not postmarked
within 31 days of your bill, your coverage will be
canceled.

    


    If
you are receiving a “disability retirement benefit” from the Dow Employees’
Pension Plan, as defined under the Dow Employees’ Pension Plan, and your
disability retirement effective date was before January 1, 2006, and
you were enrolled in Employee Paid Life Insurance Plan on the day preceding your
Retirement,  your premium is paid by Dow.

    


    


    Section
9.  General Eligibility Information

    


    Check
the Plan Document, which addresses unusual situations, such as mergers and
acquisitions, for additional eligible retiree populations.

    


    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.

    


    


    Section
10.  Naming Your Beneficiary

    


    If
you did not register your beneficiary information with MetLife at
www.MetLife.com/MyBenefits, or by mailing the appropriate beneficiary form to
the MetLife Recordkeeping Center while an active employee, you must do so upon
retirement.    MetLife became the record keeper for Retiree
Life Insurance beneficiary designations effective
June 1, 2008.  Beneficiary information previously
recorded at the Dow Benefits Center was not transferred to
MetLife.

    


    If
you do not name a beneficiary, your Retiree Optional Life Insurance benefit will
be paid to the beneficiary you designated when you were an active Employee under
the Employee-Paid Life Insurance Plan.  If you did not designate a
beneficiary under the Employee-Paid Life Insurance Plan, then the Retiree
Optional Life Insurance benefit will be paid to the beneficiary you designated
under the Retiree Company-Paid Life Insurance Plan.  If you did not
name a beneficiary under the Retiree Company-Paid Life Insurance Plan, your
Retiree Optional Life Insurance benefit will be paid to the beneficiary you
designated under the active employee Company-Paid Life Insurance
Plan.  If you did not name a beneficiary under the active employee
Company-Paid Life Insurance Plan, 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 did not name a beneficiary under the Retiree Company-Paid Life Insurance
Plan or  while you were an active employee under the active employee
Company-Paid Life Insurance Plan, instead of making payment to any of the above,
MetLife may pay your estate.   Your failure to designate a
beneficiary may delay the payment of funds.

    


    If
you wish to change your beneficiary designation, or need to register for the
first time, you can do so via the Internet at www.MetLife.com/MyBenefits,
or www.dowfriends.com.  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).  A
life event (such as Marriage/Domestic Partnership, divorce/termination of
Domestic Partnership, etc.) may signal a need to change your
beneficiary.

    


    


    Section
11.  Benefit Payment

    


    In
the event of your death, your beneficiary should contact the Retiree Service
Center.  A certified death certificate must be provided to MetLife to
disburse the life insurance proceeds.  See Claims Procedures Appendix of
this SPD.  Contact the Retiree Service Center at
1-800-344-0661.

    


    
      
        
           


        

        
          97

          
            

          

        

        
           


        

      

    

    


    Section
12.  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 Retiree Company-Paid Life Insurance and Retiree Optional Life
Insurance benefits  before 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, you
must be covered for at least $10,000 from your Retiree Company-Paid Life
Insurance and/or Retiree Optional Life Insurance.  You may receive an
accelerated benefit of up to 80 percent (minimum $5,000 and maximum $500,000) of
your Retiree Company-Paid Life Insurance and/or Retiree Optional 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 beneft 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 life insurance coverage ends or is reduced
in the future, 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 Accelerate Benefit Option, a claim form can be
obtained from the Retiree Service Center at 1-800-344-0661 and must be completed
and returned for evaluation and approval by MetLife.

    


    


    Section
13.  Funding

    


    The
Plan is funded by an insurance policy underwritten by Metropolitan Life
Insurance Company (“MetLife”).

    


    Retirees
pay the entire premium for coverage.  The benefits under the Retiree
Optional Life Insurance Plan and the Retiree 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 future dividends declared for the Retiree
Optional Life Insurance Plan and the Retiree 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
has been approved by the U.S. Department of Labor in DOL Opinion
Letter 97-24A.  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 does not apply to coverage for Retired Hourly Employees who were
employed at Michigan Operations.

    


    


    Section
14.  Your Rights

    


    You
have certain rights under the Retiree Optional Life Insurance 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, Welfare Benefits section, Company’s Right to Amend, Modify,
and Terminate

    


    
      
        
           


        

        
          98

          
            

          

        

        
           


        

      

    

    


    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.

    


    


    Section
15.  Ending Coverage

     
 

    Your
Retiree Optional 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 you elect to terminate your coverage.

    


    


    Section
16.  Porting Coverage to a Term Life Policy

    


    When
your retiree optional life insurance coverage under the Plan ends, your coverage
may be continued on a direct bill basis with MetLife through the portability
feature. This feature allows retirees 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 retiree
plan rates and the retiree 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.

    


    Section
17.  Converting to an Individual Policy

    


    If
your retiree optional life insurance coverage under the Plan ends because you no
longer meet the eligibility requirements of the Plan or you elect to terminate
your coverage, you may convert the coverage you lost 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 life insurance in effect for
you under the on the date:

    
      	
               
      

            	
              ·

            	
              you
      no longer meet the eligibility requirements under the retiree optional
      life insurance provisions provided under the MetLife group policy
      ;or

            


    

    
      	
               
      

            	
              ·

            	
              the
      date you elect to terminate your coverage
..

            


    

    


    If
your coverage under the MetLife group policy ends because Dow cancels its Group
Policy with MetLife or Dow amends the eligibility requirements of the Plan to
exclude your work group from eligibility for retiree optional life coverage, you
may convert to an individual non-term policy rhough MetLife; provided you
were  insured under the retiree optional life provisions of the
MetLife group policy  for at least 5 years immediately prior to
losing group coverage.   The amount you may convert will be
limited to the lesser of:

    
      	
               
      

            	
              ·

            	
              the
      amount of life insurance that ends under the MetLife group policy less the
      amount of life insurance  for which you become eligible under
      any other group policy within 31 days after the date
      your  insurance ends under the MetLife 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 decreases.  Contact the Dow Retiree
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.

    


    
      
        
           


        

        
          99

          
            

          

        

        
           


        

      

    

    


    Chapter
Three:    Retiree Dependent Life Insurance Plan

    


    


    As
of January 1, 2005, the following plans were merged into the Retiree
Dependent Life Insurance Plan: The Dow Chemical Company Texas Operations Hourly
Optional Life Insurance Program’s Retiree Dependent Life Insurance Plan;
Hampshire Chemical Corporation Hourly Optional Group Life Insurance Program’s
Retiree Dependent Life Insurance Plan; and ANGUS Chemical Company Hourly
Optional Group Life Insurance Program’s Retiree Dependent Life Insurance
Plan.   Such plans no longer exist as separate plans, but are now
a part of the Retiree Dependent Life Insurance Plan.  Effective
January 1, 2008, the Midland and Ludington Hourly Pre-65 Retiree
Dependent Life Insurance Plan was incorporated into The Dow Chemical Company
Group Life Insurance Program’s Retiree Dependent Life Insurance Plan for those
who retired prior to June 1, 1990, and for those who retired on or
after June 1, 1990 provided that their hire date was prior to
January 1, 2008.

    


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

    


    Section
1 applies to Retired Salaried Employees and Certain Retired Hourly
Employees

    Section
2 through to the remaining sections of Chapter Three apply to all persons
eligible for coverage under the Plan

    


    


    Section
1.  Retired Salaried Employees and Certain Retired Hourly
Employees

    


    Eligibility

    Section
1 of Chapter Two of this SPD does NOT apply to:

    
      	
               
      

            	
              ·

            	
              Former
      Employees who were hired on or after January 1, 200822;

            


    

    
      	
               
      

            	
              ·

            	
              Former
      Employees who are eligible for any kind of life insurance coverage
      available to active employees of a Participating Employer, other than
      accidental death and dismemberment, business travel or occupational
      accident insurance, are not eligible under this Plan while they are
      covered under the active employee
coverage;

            


    

    
      	
               
      

            	
              ·

            	
              Hampshire
      Hourly Employees who retired from the Waterloo, NY facility on or after
      March 1, 1988 through
    December 31, 1999;

            


    

    
      	
               
      

            	
              ·

            	
              Hampshire
      Hourly Employees who retired from the Owensboro, KY or Nashua, NH
      facilities on or
      after      March 1, 1988 through
      December 31, 1998;

            


    

    
      	
               
      

            	
              ·

            	
              Texas
      Hourly Employees who retired prior to October 1, 1989;
      and

            


    

    
      	
               
      

            	
              ·

            	
              Union
      Carbide Employees who retired prior to
      February 7, 2003.

            


    

    
      	
               
      

            	
              ·

            	
              Dow
      AgroSciences Employees who retired prior to
      January 1, 2006;

            


    

    
      	
               
      

            	
              ·

            	
              Agrigenetics
      Inc. d/b/a Mycogen Seeds employees who retired prior to
      January 1, 2011;

            


    

    
      	
               
      

            	
              ·

            	
              Individuals
      who were employed by a subsidiary, joint venture, or any other business
      entity or affiliate that was acquired by, formed by, merged with, or
      created by the Company on or after
    January 1, 2008;

            


    

    
      	
               
      

            	
              ·

            	
              Poly-Carb
      Inc. and GNS Employees who retire are not eligible for this
      Plan;

            


    

    
      	
               
      

            	
              ·

            	
              Former
      Employees who terminated employment from a Participating Employer (other
      than Americas Styrenics) and were subsequently hired by Americas Styrenics
      who did not have the required amount of Service to be eligible for the
      Plan at the time of termination of employment from such Participating
      Employer;

            


    

    
      	
               
      

            	
              ·

            	
              Former
      Employees of Americas Styrenics who retire from Americas Styrenics, unless
      they terminated employment from a Participating Employer prior to working
      for Americas Styrenics and met the age and service requirements of the
      Plan when they terminated employment from such Participating
      Employer.

            


    

    
      	
               
      

            	
               

            


    

    

      

    

      
      22 An
Employee’s earliest hire date with a Participating Employer will be recognized
by the Program, provided there are no breaks in service outside the group of
Participating Employers.  If there is a break in service, your latest
date of hire shall apply, unless you meet the following
description.  Description: Your employment with a Participating
Employer terminated prior to January 1, 2008 (referred to as your
“pre-January 1, 2008 termination date”), and you are subsequently
re-hired by a Participating Employer, and 1) you become a participant of the
DEPP component of the Dow Employees’ Pension Plan, or you become a participant
of the UCEPP component of the Union Carbide Employee’ Pension Plan, or 2) you
were eligible for coverage under a retiree life insurance plan under the Program
as of your pre-January 1, 2008 termination date because you were a
Retiree.  If you meet this description, your first hire date will be
recognized by the Plan.

    

    


    
      
        
           


        

        
          100

          
            

          

        

        
           


        

      

    

     

    
      	
            	
              ·

            	
              Former
      Employees who were transferred or assigned from a Dow job to a job at the
      Dow Mid-Michigan Business Process Service Center (“BPSC”), who did not
      have at least 10 years of Service as of December 31, 2009,
      or the date of the transfer or assignment to the BPSC, whichever is later.
      23

            


    

    
      	
               
      

            	
              ·

            	
              Former
      Employees of Rohm and Haas Companyor any of its subsidiaries and
      affiliates.

            


    

    
      	
               
      

            	
              ·

            	
              Former
      Employees of Morton International, Inc. or any of its subsidiaries and
      affiliates.

            


    

    


    Except
for those populations identified above, if you are a Retiree who, on the day
preceding Retirement, was enrolled as an active Employee in a Dependent Life
Insurance Plan sponsored by a Participating Employer, you are eligible for
continued coverage for your Spouse of Record/Domestic Partner of Record and/or
Dependent children who were covered under the active employee
plan.  In order to be a “Retiree”, you must meet the definition of
“Retiree” under the Plan.  If you are a Retired Michigan Hourly
Employee you must also have Retired on or after January 1, 1990 in
order to be eligible for this Plan.

    


    If
your Spouse of Record/Domestic Partner of Record is eligible to participate in
any dependent life insurance plan sponsored by a Participating Employer, either
as a Dow Employee or Retiree, each of you may insure the other but only one of
you may enroll for coverage for your dependent children.  Double
coverage is not allowed.

    


    See
Section 3 entitled Dependent
Eligibility for who may be covered as a Dependent.

    


    Enrollment

    


    If
you were previously enrolled for Dependent Life Insurance, complete the
Dependent Life Insurance section of the Retiree enrollment form.  Your
continuation coverage will be effective immediately.  You must
complete the enrollment form and return it to the U.S. Benefits Center within
31 days of your Retirement.  Failure
to return the form within 31 days of your Retirement will result in waiver
of coverage.

    


    If
you waive coverage when you Retire, you waive all future rights to participate
in the Retiree Dependent Life Insurance Plan.

    


    Dependent
Coverage Amounts for Eligible Salaried and Hourly Retirees

    Spouse of Record/Domestic Partner of
Record: If your Spouse of Record/Domestic Partner of Record was covered
under your Dependent Life Insurance Plan on the day preceding your Retirement,
you may continue coverage equal to $5,000.

    


    Dependent
Children:  For any Dependent child who was covered under your
Dependent Life Insurance Plan on the day preceding your Retirement, you may
continue coverage equal to $1,000, as long as he or she continues to meet
eligibility requirements.

    


    Cost

    You
pay the premium for coverage.  Your premium for Retiree Dependent Life
Insurance is based on the option that you select.  The cost for
coverage is subject to change, according to Plan experience.  Premiums
are subject to change.  If your premiums are not automatically
deducted from payments from the Dow Employees’ Pension Plan or the Union Carbide
Employees’ Pension Plan,  your premium within 31 days of your
bill.  If your
payment is not postmarked within 31 days of your bill, your
coverage will be cancelled.

    


    


    

      

    

      
      23 If a
BPSC Employee had 10 or more years of Service as of the later of
December 31, 2009, or the date of his assignment or transfer to the
BPSC, but was younger than age 50 as of that date, the time he worked at
the BPSC will not be recognized by the Program to determine whether he is a
Retiree under the Program after he terminates employment, but his age will be
recognized by the Program.  Therefore, he may “age in” to eligibility
for the Program by working until age 50 or after, but his Service will not
grow beyond what it was as of December 31, 2009, or the date of his
transfer or assignment to the BPSC, whichever is later.  If a BPSC
Employee had 10 or more years of Service as of the later of
December 31, 2009, or the date of his assignment or transfer to the
BPSC, the BPSC Employee is eligible for coverage upon termination of
employment.

    

    


    
      
        
           


        

        
          101

          
            

          

        

        
           


        

      

    

    


    Section
2.  General Eligibility Information

    


    If
you do not meet the above eligibility criteria, check the Plan Document for
additional eligible retiree populations.

    


    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.

    


    


    Section
3.  Dependent Eligibility

    


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

    


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

    
      	
               
      

            	
              ·

            	
              at
      least 15 days old:

            


    

    
      	
               
      

            	
              ·

            	
              under
      age 25 and who is:

            


    

    
      	
               
      

            	
              §

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

            


    

    
      	
               
      

            	
              §

            	
              unmarried;

            


    

    
      	
               
      

            	
              §

            	
              supported
      by You, and

            


    

    
      	
               
      

            	
              §

            	
              not
      employed on a full-time basis

            


    

     

    
      This
term does not include any person who:

    

    
    

    
      	
               
      

            	
              ·

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

            


    

    
      	
               
      

            	
              ·

            	
              lives
      outside the United States or Canada;
or

            


    

    
      	
               
      

            	
              ·

            	
              is
      insured under the Group Policy as an
employee.

            


    

    


    The
Plan defines a “Full-Time Student” as a student who is a full-time student at an
educational institution at any time during the Plan Year.  The
determination as to whether a student is full-time is based upon the number of
hours or courses which is considered to be full-time by the educational
institution.

    


    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.

    


    


    Section
4.  Beneficiary Designation

    


    You
are the beneficiary of the Retiree Dependent Life Insurance
Plan.  This cannot be changed.  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).

            


    

    


    
      
        
           


        

        
          102

          
            

          

        

        
           


        

      

    

    
       

      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.



    Section
5.  Benefit Payment

    


    In
the event of the death of your Spouse of Record/Domestic Partner of Record or
Dependent child, contact the Retiree Service Center.  A certified
death certificate must be provided to MetLife to disburse the life insurance
proceeds. See Claims
Procedures Appendix of this SPD.  Your benefit will be paid in
a lump sum.  Contact the Retiree Service Center
at 1-800-344-0661.

    


    


    Section
6.  Funding

    


    Retirees
pay the entire premium for coverage.  The benefits under the Retiree
Optional Life Insurance Plan and the Retiree 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 future dividends declared for the Retiree
Optional Life Insurance Plan and the Retiree Dependent Life Insurance Plan based
on the manner in which the insurer has determined the premium
rates.

    


    


    Section
7.  Joint Insurance Arrangement

    


    Dorinco
Reinsurance Company (Dorinco) and MetLife have entered into an arrangement that
has been approved by the U.S. Department of Labor in DOL Opinion
Letter 97-24A.  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 does not apply to coverage for Retired Hourly Employees who were
employed at Michigan Operations.

    


    


    Section
8.  Your Rights

    


    You
have certain rights under the Retiree Dependent Insurance 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,  Welfare Benefits section,
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.

    


    


    Section
9.  End of Coverage

    


    Your
Retiree Dependent Life Insurance coverage ends on the earlier of:

    


    
      	
               
      

            	
              ·

            	
              The
      date the Group Policy ends;

            


    

    
      	
               
      

            	
              ·

            	
              The
      date 31 days following the date of your
  death;

            


    

    
      	
               
      

            	
              ·

            	
              The
      date 31 days following the date you no longer meet the eligibility
      requirements of the Plan;

            


    

    
      	
               
      

            	
              ·

            	
              The
      date 31 days following the date your Spouse of Record/Domestic
      Partner of Record or Dependent child 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 you elect to terminate your Spouse of Record/Domestic Partner of
      Record or Dependent child coverage.

            


    

    


    
      
        
           


        

        
          103

          
            

          

        

        
           


        

      

    

    


    If
You choose to cancel your coverage, you must complete a new enrollment form and
return it to the Plan.  If you cancel coverage, you may not re-enroll
in the future.

    


    If
your Spouse of Record/Domestic Partner of Record or Dependent child no longer
meets the eligibility requirements of the Plan, you must notify the Plan in
order to receive a reduction in your monthly premium.

    


    


    Section
10.  Converting to an Individual Policy

    


    If
your Spouse of Record/Domestic Partner of Record or Dependent child loses
coverage because:

    
      	
               
      

            	
              ·

            	
              of
      your death; or

            


    

    
      	
               
      

            	
              ·

            	
              he
      or she no longer meets eligibility
requirements;

            


    

    
      	
               
      

            	
              ·

            	
              you
      have elected to terminate your Spouse of Record/Domestic Partner of Record
      or Dependent child coverage;

            


    

    


    their
coverage may be converted to an individual non-term policy through MetLife, Inc.
without having to prove insurability.  (In the case of minor children,
the parent or legal guardian may act on their behalf.)

    


    If
your Spouse of Record/Domestic Partner of Record or Dependent child loses
coverage under the Retiree 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 Retiree 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 Retiree Dependent Life Insurance provisions
      of the  MetLife group policy;
or

            


    

    
      	
               
      

            	
              ·

            	
              $2,000.

            


    

    


    A
conversion application must be filed within 31 days of loss of
coverage.  Your Spouse of Record/Domestic Partner of Record or
Dependent child’s guardian should contact the Dow Retiree Service Center to
obtain a form for converting the coverage.   Once the form has
been obtained, he or she 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.

    


    


    Section
11.  Filing a Claim

    


    See
Claims Procedures
Appendix of this SPD.

    


    


    Section
12.  Appealing a Denial of Claim

    


    See
Claims Procedures
Appendix of this SPD.

    


    


    Section
13.  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 puruse 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.

    


    
      
        
           


        

        
          104

          
            

          

        

        
           


        

      

    

    


    Section
14.  Grievance Procedure

    


    If
you want to appeal the denial of a claim for benefits, see 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 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 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, 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.

    


    


    Section
15.  Your Legal Rights

    


    When
you are a Participant in the Retiree Company-Paid, Retiree Optional or Retiree
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.

    


    
      
        
           


        

        
          105

          
            

          

        

        
           


        

      

    

    


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

    


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

    


    If
you have any questions about the Program, you should contact the Plan
Administrator.  If you have any questions about this statement or
about your rights under ERISA, you should contact the
nearest  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.

    


    


    Section
16.  Welfare Benefits

    


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

    


    


    Section
17.  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 Plan, including, without
limitation, the Summary Plan Description, which is incorporated herein by
reference.  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 Plan 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 Plan to meet the requirements of the
Code may be made retroactively if necessary.  Upon termination or
discontinuance of the Plan, all elections and reductions in compensation related
to the Plan shall terminate.

    


    Procedure
for Amendment, Modification, or Termination of Plan.  Any
amendment of, modification to, or termination of the Plan, 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.

    


    


    


    
      
        
           


        

        
          106

          
            

          

        

        
           


        

      

    

    


    Section
18.  Disposition of Plan Assets if the Plans are Terminated

    


    The
Company may terminate any of the 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 in accordance with the Plan,
      and/or

            


    

    
      	
               
      

            	
              2)

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

            


    

    
      	
               
      

            	
              3)

            	
              to
      pay expenses of the Plan and/or the Trust holding the Plan'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.

            


    

    


    


    Section
19.  Class Action Lawsuits

    


    Legal
actions against the Plan must be filed in federal court.  Class action
lawsuits must be filed either 1) in the jurisdiction in which the Plan 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.

     

     

    Section
20.  For More Information

    


    If
you have questions,  contact the Retiree Service Center, The Dow
Chemical Company, Employee Development Center,
Midland, Michigan  48674; Phone (800) 344-0661.

    


    


    Section
21.  Important Note

    


    
      This
booklet is the summary plan description (SPD) for The Dow Chemical Company Group
Life Insurance Program’s Retiree Company-Paid Life Insurance Plan, The Dow
Chemical Company Employee-Paid and Dependent Life Insurance Program’s Retiree
Optional Life Insurance Plan, and The Dow Chemical Company Employee-Paid and
Dependent Life Insurance Program’s Retiree 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, and such interpretation
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 Claims for Plan Benefits determinations, which
discretion is reserved for the Claims Administrator, and the Plan Administrator
has the full authority to apply those findings of fact to the provisions of the
Plans.  All findings of fact made by the Plan Administrators shall be
final, conclusive and binding.  The Plan Administrator has the full
and complete discretion to decide whether or not it is making a Claims for Plan
Benefits determination.  For a detailed description of the Plan
Administrator’s authority, see the applicable Plan Document.

      For
the purpose of making Claims 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 Claims 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.

    

    


    


    


    
      
        
           


        

        
          107

          
            

          

        

        
           


        

      

    

     

    ERISA
INFORMATION

    The
Dow Chemical Company Group Life Insurance Program’s

    Retiree
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

              and
      Fiduciary:

            	
              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

              c/o
      HR Legal Department

              2030
      Dow Center

              Midland,
      MI 48674

            
	 
      	 
      
	
              Claims
      Administrator

              and
      Fiduciary:

            	
              Metropolitan
      Life Insurance Company administers claims under a group policy issued to
      The Dow Chemical Company

              Metropolitan
      Life Insurance Company

              Group
      Life Claims

              Oneida
      County Industrial Park

              Utica,
      NY 13504-6115

            
	 
      	 
      
	
              Plan
      Year:

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

            
	 
      	 
      
	
              Funding:

            	
              Except
      for Plan Option I, the Participating Employers pay the entire premium
      for the Plan. For Plan Option I, the Retiree and the Participating
      Employer share the premiums.  Benefits are funded through a
      group insurance contract with Metropolitan Life Insurance Company. The
      assets of the Plans may be used at the discretion of the Plan
      Administrator to pay for any benefits provided under the Plans, as the
      Plans may be amended from time to time, as well as to pay for any expenses
      of the Plans.  Such expenses may include, and are not limited
      to, consulting fees, actuarial fees, attorney’s fees, third party
      administrator fees, and other administrative
  expenses.

            


    

    


    


    
      
        
           


        

        
          108

          
            

          

        

        
           


        

      

    

    


    ERISA
Information

    The
Dow Chemical Company

    Employee-Paid
and Dependent Life Insurance Program’s

    Retiree
Optional Life Insurance Plan

    (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

              and
      Fiduciary:

            	
              The
      Dow Chemical Company

              Employee
      Development Center

              Midland,
      MI 48674

              1-877-623-8079

            
	 
      	 
      
	
              To
      Apply For A Benefit:

            	
              See
      Claims Procedures Appendix to this SPD

            
	 
      	 
      
	
              To
      Appeal A Benefit

              Determination:

            	
               

              See
      Claims Procedures Appendix to this SPD

            
	 
      	 
      
	
              To
      Serve Legal Process,

              File
      With:

            	
              General
      Counsel

              The
      Dow Chemical Company

              c/o  HR
      Legal Department

              2030
      Dow Center

              Midland,
      MI 48674

            
	 
      	 
      
	
              Claims
      Administrator

              and Fiduciary: 

            	
               

              Metropolitan
      Life Insurance Company administers claims under a group policy issued to
      The Dow Chemical Company.

            
	 
      	 
      
	 
      	
              Metropolitan
      Life Insurance Company

              Group
      Life Claims

              Oneida
      County Industrial Park

              Utica,
      NY 13504-6115

            
	 
      	 
      
	
              Plan
      Year:

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

            
	 
      	 
      
	
              Funding:

            	
              Retirees
      pay the entire premium for the Plan. Benefits are funded through a group
      insurance contract with Metropolitan Life Insurance Company. The assets of
      the Plan  may be used at the discretion of the Plan
      Administrator to pay for any benefits provided under the Plan, as the Plan
      may be amended from time to time, as well as to pay for any expenses of
      the Plan.  Such expenses may include, and are not limited to,
      consulting fees, actuarial fees, attorneys fees, third party administrator
      fees,and other administrative
expenses.

            


    

    


    


    
      
        
           


        

        
          109

          
            

          

        

        
           


        

      

    

     

    
      	
              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

            


    

    


    
      
        
           


        

        
          110

          
            

          

        

        
           


        

      

    

     

    ERISA
Information

    The
Dow Chemical Company

    Employee-Paid
and Dependent Life Insurance Program's

    Retiree
Dependent Life Insurance Plan

    (Welfare
Benefit Plans)

    


    
      	
              Plan
      Sponsor:

            	
              The
      Dow Chemical Company

              Employee
      Development Center

              Midland,
      MI 48674

              1-800-336-4456

            
	 
      	 
      
	
              Employer
      Identification

              Number:

            	
               

              38-1285128

            
	 
      	 
      
	
              Plan
      Number:

            	
              515

            
	 
      	 
      
	
              Group
      Policy Number:

            	
              11700-G

            
	 
      	 
      
	
              Plan
      Administrator

              and
      Fiduciary:

            	
              The
      Dow Chemical Company

              Employee
      Development Center

              Midland,
      MI 48674

              1-877-623-8079

            
	 
      	 
      
	
              To
      Apply For A Benefit:

            	
              See
      Claims Procedures Appendix to this SPD

            
	 
      	 
      
	
              To
      Appeal A Benefit

              Determination:

            	
               

              See
      Claims Procedures Appendix to this SPD

            
	 
      	 
      
	
              To
      Serve  Legal Process,

              File
      With:

            	
              General
      Counsel

              The
      Dow Chemical Company

              c/o
      HR Legal Department

              2030
      Dow Center

              Midland,
      MI 48674

            
	 
      	 
      
	
              Claims Administrator and
      Fiduciary: 

            	
              Metropolitan
      Life Insurance Company administers claims under a group policy issued to
      The Dow Chemical Company.

            
	 
      	
              Metropolitan
      Life Insurance Company

              Group
      Life Claims

              Oneida
      County Industrial Park

              Utica,
      NY 13504-6115

            
	 
      	 
      
	
              Plan
      Year:

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

            
	 
      	 
      
	
              Funding:

            	
              Retirees
      pay the entire premium for the Plan. Benefits are funded through a group
      insurance contract with Metropolitan Life Insurance Company. The assets of
      the Plan may be used at the discretion of the Plan Administrator to pay
      for any benefits provided under the Plan, as the Plan may be amended from
      time to time, as well as to pay for any expenses of the
      Plan.  Such expenses may include, and are not limited to,
      consulting fees, actuarial fees, attorneys fees, third party administrator
      fees, and other administrative
expenses.

            


    

    


    


    


    
      
        
           


        

        
          111

          
            

          

        

        
           


        

      

    

     

    
      	
              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

            


    

    


    


    
      
        
           


        

        
          112

          
            

          

        

        
           


        

      

    

    


    CLAIMS
PROCEDURES APPENDIX

     

    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
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 Dow Benefit
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.

    


    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.

    


    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 writing 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.

    


    


    
      
        
           


        

        
          113

          
            

          

        

        
           


        

      

    

    


    CLAIMS
FOR PLAN BENEFITS

    Information
Required In Order to Be a “Claim”:

    For
Claims that are requests for Plan benefits, the claimant must
call  the Retiree Service Center at (800) 344-0661 to report the
death.   The Dow Benefits Center will contact MetLife on your
behalf and you will receive the appropriate Claimant Statement forms and
instructions directly from MetLife.  A certified death certificate
must be provided to MetLife, along with the completed Claimant Statement, to
disburse the life insurance proceeds.

    


    


    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 of Record/Domestic Partner of Record, 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 (eg. Spouse of
      Record/Domestic Partner of Record, Dependent child,
  etc.)

            


    

    
      	
               
      

            	
              ·

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

    


    APPEALING
THE INITIAL DETERMINATION

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

    


    
      	
               
      

            	
              ·

            	
              Name
      of Employee

            


    

    
      	
               
      

            	
              ·

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

            


    

    
      	
               
      

            	
              ·

            	
              Name
      of the benefit Plan

            


    

    
      	
               
      

            	
              ·

            	
              Reference
      to the Initial Determination

            


    

    
      	
               
      

            	
              ·

            	
              Explain
      reason why you are appealing the Initial
  Determination

            


    

    


    
      
        
           


        

        
          114

          
            

          

        

        
           


        

      

    

    


    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 of The Dow Chemical Company
and

       certain
of its subsidiaries. (Appeal of Eligibility Determination)

    


    Send
appeals of benefit denials to:

    


    Metropolitan
Life Insurance Company

    Group
Life Claims

    Oneida
County Industrial Park

    Utica,
NY  13504-6115

    Attention:
Claims Administrator for the life insurance plans of The Dow Chemical Company
and

        certain
of its subsidiaries. (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).

    


    


    
      
        
           


        

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

    


    "Claim" means a written
request by a claimant for a plan benefit or a request by a claimant for 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

            


    

    


    
      
        
           


        

        
          116

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              7.

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

            


    

    
      	
               
      

            	
              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 or marriage
      in a state or municipality or country that legally recognizes such
      domestic partnerships, civil unions, or marriages,
  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, 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.  “Bargained-for Employee”
and “Hourly 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.

    


    
      
        
           


        

        
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    "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.

    


    “Plan” means either the
Retiree Company-Paid Life Insurance Plan (for Salaried Retirees and Retirees of
Certain Hourly Groups), which is a component of The Dow Chemical Company Group
Life Insurance Program (ERISA Plan #507); or the Retiree Optional Life
Insurance Plan  or the Retiree 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

    A
“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", except as provided
below in this paragraph, 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".  If an Employee
worked for the Dow Mid-Michigan Business Process Service Center (“BPSC”),
he must have been age 50 or older with 10 or more years of
Service as of  the later of December 31, 2009, or the date
of his assignment or transfer to the BPSC in order to be a
“Retiree”.  As a BPSC Employee, if he had
10 or more years of Service as of December 31, 2009 or
the date of his assignment or transfer to the BPSC, whichever is later, but he
was younger than age 50 as of that date, his age after he terminates
employment with BPSC will be recognized by the
Program    Therefore,  he may “age in” to
eligibility for the Program by working until age 50 or after, but her
Service will not grow beyond what it was as of
December 31, 2009.

    


    “Retiree”, except as provided
below in this paragraph, 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 Union Carbide Corporation or
its subsidiary that is a 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.  If an Employee worked for the Dow Mid-Michigan Business
Process Service Center (“BPSC”), he must have been age 50 or older with
10 or more years of Service as of  the later of
December 31, 2009, or the date of the assignment or transfer to the
BPSC in order to be a “Retiree”.  As a BPSC Employee, if he had
10 or more years of Service as of December 31, 2009 or the
date of his age after he terminates employment with BPSC will be recognized by
the Program    Therefore, he may “age in” to eligibility for
the Program by working until age 50 or after, but his Service will not grow
beyond what it was as of December 31, 2009.

    


    “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.

    


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

    


    
      
        
           


        

        
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    “Service” 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.

    


    


    
      
        
           


        

        
          119