ex-10t.htm


    


    Exhibit
10(t)

     

      
        

      

    

     

    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 21, 2008

    To
be effective December 1, 2008 and thereafter until superseded

    


    


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

    


     

    See
also the DowFriends edition that contains Choices enrollment brochures, which
are published annually, for summaries of the most recent modifications to this
SPD.  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)

    


    


    


    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.

    


    
      
        
           


        

        
          198

          
            

          

        

        
           


        

      

    

    


    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 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.

    


    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;

            


    

     

    
 

    


    
      
        
           


        

        
          199

          
            

          

        

        
           


        

      

    

    


    
      	
              ·  

            	
              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;

            


    

     

    
      	
              ·  

            	
              Poly-Carb
      Inc. and GNS Employees who Retire;

            


    

     

    
      	
              ·  

            	
              Agrigenetics
      Inc. d/b/a Mycogen Seeds employees who retired prior to January 1,
      2001;

            


    

     

    
      	
              ·  

            	
              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 2;

            


    

     

    
      	
              ·  

            	
              Poly-Carb
      Inc. and GNS Employees who retire are not eligible fo 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.

            


    

     

    


    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 proof of
insurability.

    


    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.  In addition, if you were an Americas
Styrenics Hourly Employee, your annual salary is determined as described in
footnote 3.  See footnote 3 below.

    


    
      
        
           


        

        
          200

          
            

          

        

        
           


        

      

    

    


    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 Choices 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.

    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”.

    


    
      
        
           


        

        
          201

          
            

          

        

        
           


        

      

    

    


    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.

    


    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.

    


    
      
        
           


        

        
          202

          
            

          

        

        
           


        

      

    

    


    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.

    If
you are receiving disability retirement payments from the DEPP component of the
K-Dow Employees’ Pension Plan (“K-Dow DEPP”), you are also eligible for the
coverage described below in Coverage Amounts for Disability
Retirees.

    


    Coverage Amounts for
Disability Retirees

    


    Pre-65 coverage.  If
you are a Retiree who is receiving a “disability retirement benefit” from DEPP,
UCEPP or K-Dow DEPP, as defined under DEPP, UCEPP or K-Dow DEPP, 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, UCEPP, or K-Dow DEPP, 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 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.

    


    .

    


    
      
        
           


        

        
          203

          
            

          

        

        
           


        

      

    

    


    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 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

            


    

     

    


    
      
        
           


        

        
          204

          
            

          

        

        
           


        

      

    

    


    
      	
                

            	
              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 viabove, 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.

            


    

     

    


    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.

     

     

    
      
        
           


        

        
          205

          
            

          

        

        
           


        

      

    

    


    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, 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.

    


    
      
        
           


        

        
          206

          
            

          

        

        
           


        

      

    

    


    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.

    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

    


    
      
        
           


        

        
          207

          
            

          

        

        
           


        

      

    

     

    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
16.                                                      Funding

    


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

    


    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 ore 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.

            


    

     

    


    
      
        
           


        

        
          208

          
            

          

        

        
           


        

      

    

    


    
      	
              ·  

            	
              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, providing proof of insurability
may help reduce your cost.

    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;

              


      

    

    


    
      
        
           


        

        
          209

          
            

          

        

        
           


        

      

    

     

    
      	
              ·  

            	
              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;

            


    

     

    
      	
              ·  

            	
              Poly-Carb
      Inc. and GNS Employees who Retire;

            


    

     

    
      	
              ·  

            	
              Agrigenetics
      Inc. d/b/a Mycogen Seeds employees who retired prior to January 1,
      2001;

            


    

     

    
      	
              ·  

            	
              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 below18;

            


    

     

    
      	
              ·  

            	
              Poly-Carb
      Inc. and GNS Employees who retire are not eligible fo 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.

            


    

     

    


    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 proof of
insurability.  If you were not previously enrolled, proof of
insurability is required.     In order to be a
“Retiree”, you must meet the definitiion 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 provide proof of
insurability.  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, proof of
insurability 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 change.  If your
premiums are not automatically deducted from payments from the Dow Employees’
Pension Plan, or the Union
Carbide Employees’ Pension Plan, or the K-Dow 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, proof of insurability will be
required.  In any case, the maximum coverage available is 1x, rounded
up to the next $1,000.

    

    

 

    
      
        
           


        

        
          210

          
            

          

        

        
           


        

      

    

     

    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.  In addition, if you were an Americas
Styrenics Hourly Employee, your annual salary is determined as described in
footnote 19.   See footnote 19 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 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.

    


    


    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.

    


    


    
      
        
           


        

        
          211

          
            

          

        

        
           


        

      

    

    


    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 of 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                                                      $20,000

                
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 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.

    


    Section
4.                                           Disability
Retirees

    


    If
your 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.

    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.

    If
you are receiving a “disability retirement benefit” from the DEPP component of
the K-Dow Employees’ Pension Plan (“K-Dow DEPP), as defined under K-Dow DEPP,
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.

    


     

    
      
        
           


        

        
          212

          
            

          

        

        
           


        

      

    

    


    Coverage Amounts for
Disability Retirees

    


    Pre-65 coverage.

    


    Disability on or after
January 1, 2006:  Effective January 1, 2006, if you are a
disability retiree under DEPP, UCEPP or K-Dow DEPP, 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 or K-Dow
DEPP.  See Chapter Two, Section 1 of this SPD.

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

    


    Age 65 and older.

    


    Disability on or after
January 1, 2006:   Effective January 1, 2006, if you are a
disability retiree under DEPP, UCEPP or K-Dow DEPP, 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 or K-Dow DEPP.

    Disability 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, or K-Dow 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.

    


    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.

    

 

    
      
        
           


        

        
          213

          
            

          

        

        
           


        

      

    

               

    
      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.                                           Closed
Group of 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 provide proof of insurability 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, proof of insurability 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 Choices 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 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 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.

    


    


    
      
        
           


        

        
          214

          
            

          

        

        
           


        

      

    

    


    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 DowBenefits 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.

    


    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.

    


    
      
        
           


        

        
          215

          
            

          

        

        
           


        

      

    

    


    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 Metropolitan.  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 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.

    


    
      
        
           


        

        
          216

          
            

          

        

        
           


        

      

    

    


    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 providing proof of
insurability.  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. For
Michigan residents, there is a limit to the amount of coverage you are allowed
to port.   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 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, providing proof of
      insurability may help reduce your
cost.

            


    

     

    


    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

    


    
      
        
           


        

        
          217

          
            

          

        

        
           


        

      

    

    


    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, 2008, except as provided
      in the footnote below22.;

            


    

     

    
      	
              ·  

            	
              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;

            


    

     

    
      	
              ·  

            	
              Poly-Carb
      Inc. and GNS Employees who Retire;

            


    

     

    
      	
              ·  

            	
              Agrigenetics
      Inc. d/b/a Mycogen Seeds employees who retired prior to January 1,
      2001;

            


    

     

    
      	
              ·  

            	
              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 below23;

            


    

     

    
      	
              ·  

            	
              Poly-Carb
      Inc. and GNS Employees who retire are not eligible fo 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.

            


    

     

    


    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 Retire 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.

    


    


    
      
        
           


        

        
          218

          
            

          

        

        
           


        

      

    

    


    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,  or the K-Dow Employees’ Pension Plan
(whichever is applicable) you must pay your premium within 31days of your
bill.  If your
payment is not postmarked within 31 days of your bill, your coverage
will be cancelled.

    


    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.

    


    


    
      
        
           


        

        
          219

          
            

          

        

        
           


        

      

    

    


    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).

            


    

    


    If
you do not surviving 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.

    


    
      
        
           


        

        
          220

          
            

          

        

        
           


        

      

    

    


    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.

            


    

     

    
      	
              ·  

            	 


    

     

    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 and the required premium payment made to
MetLife 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, providing proof of insurability
may help reduce the cost.

    


    
      
        
           


        

        
          221

          
            

          

        

        
           


        

      

    

    


    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.

    


    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.

    


    
      
        
           


        

        
          222

          
            

          

        

        
           


        

      

    

    


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

    


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

    


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

    


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

    If
you have any questions about the Program, you should contact the Plan
Administrator.  If you have any questions about this statement or
about your rights under ERISA, you should contact the nearest  Office
of the Pension and Welfare Benefits Administration, U.S. Department of Labor,
listed in your telephone directory or the Division of Technical Assistance and
Inquiries, Pension and Welfare Benefits 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 Pension and Welfare Benefits
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.

    


    


    
      
        
           


        

        
          223

          
            

          

        

        
           


        

      

    

    


    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.

    


    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.

    


    


    
      
        
           


        

        
          224

          
            

          

        

        
           


        

      

    

    


    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.

    

    


    
      
        
           


        

        
          225

          
            

          

        

        
           


        

      

    

    


    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,                                   General
Counsel

    File
With:                                                            
The Dow Chemical Company

    c/o HR Legal Department

    2030 Dow Center

    Midland, MI 48674

    


    Claims
Administrator                                        Metropolitan
Life Insurance Company administers claims under

    and
Fiduciary:                                                      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.

            


    

    


    


    
      
        
           


        

        
          226

          
            

          

        

        
           


        

      

    

    


    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                                           The
Dow Chemical Company

    and
Fiduciary:                                                     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,                                   General
Counsel

    File
With:                                                            
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.

            


    

    


    


    
      
        
           


        

        
          227

          
            

          

        

        
           


        

      

    

    


    


    Joint
Insurance                                                   Dorinco
and MetLife have entered an arrangement approved by the U.S.

    Arrangement:                                                      Department
of Labor (DOL Advisory Opinion Letter 97-24A) in which ifMetLife is insolvent,
the entire life insurance benefit will be paid by Dorinco.

    If Dorinco is insolvent, the entire
life insurance benefit will be paid byMetropolitan.

    


    Dorinco’s address is:

    Dorinco Reinsurance
Company

    1320 Waldo Avenue

    Dorinco Building

    Midland,
MI  48642

    


    
      
        
           


        

        
          228

          
            

          

        

        
           


        

      

    

    


    


    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,                                 General
Counsel

    File
With:                                                          
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.

    


    


    


    
      
        
           


        

        
          229

          
            

          

        

        
           


        

      

    

    


    


    Joint
Insurance                                                    Dorinco
and MetLifehave entered an arrangement approved by the U.S.

    Arrangement:                                                      Department
of Labor (DOL Advisory Opinion Letter 97-24A) in which ifMetLife is insolvent,
the entire life insurance benefit will be paid by Dorinco.

    If Dorinco is insolvent, the entire
life insurance benefit will be paid byMetropolitan.

    


    Dorinco’s address is:

    Dorinco Reinsurance
Company

    1320 Waldo Avenue

    Dorinco Building

                                                                                   
Midland, MI  48642

     

    
      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 either the
Dow Employees’ Pension Plan or the K-Dow Employees’ Pension Plan, and did not
become a participant of the UCEPP component of either the Union Carbide
Employee’ Pension Plan or the K-Dow Employees’ 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.

       

      2
Employees who: 1) were hired by K-Dow Petrochemicals US LLC or KDP UC LLC, and
were previously hired prior to January 1, 2008 by a Participating Employer and
covered under a plan offered under the Program for active employees immediately
prior to their hire date with K-Dow Petrochemicals US LLC or KDP UC LLC, and 2)
subsequently Retire from a Participating Employer (other than Americas
Styrenics) are eligible for coverage if they meet the age and service
requirements of the Plan.

       

      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.  If you were an
Americas Styrenics Hourly Employee, your annual salary was calculated using your
base hourly rate multiplied by 2080 and then rounded up to the next
$1,000.

       

      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.

       

      
        
          
          

        

        
          230

          
            

          

        

        
          
          

        

      

      13 See
footnote 3 above.

       

      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 either the
Dow Employees’ Pension Plan or the K-Dow Employees’ Pension Plan, and did not
become a participant of the UCEPP component of either the Union Carbide
Employee’ Pension Plan or the K-Dow Employees’ 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.

       

      16 See
footnote 3 above.

       

      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 either the
Dow Employees’ Pension Plan or the K-Dow Employees’ Pension Plan, and did not
become a participant of the UCEPP component of either the Union Carbide
Employee’ Pension Plan or the K-Dow Employees’ 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.

       

      18
Employees who: 1) were hired by K-Dow Petrochemicals US LLC or KDP UC LLC, and
were previously hired prior to January 1, 2008 by a Participating Employer and
covered under a plan offered under the Program for active employees immediately
prior to their hire date with K-Dow Petrochemicals US LLC or KDP UC LLC, and 2)
subsequently Retire from a Participating Employer (other than Americas
Styrenics) are eligible for coverage if they meet the age and service
requirements of the Plan

       

      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.  If you were an
Americas Styrenics Hourly Employee, your annual salary was calculated using your
base hourly rate multiplied by 2080 and then rounded up to the next
$1,000.

       

      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 either the
Dow Employees’ Pension Plan or the K-Dow Employees’ Pension Plan, and did not
become a participant of the UCEPP component of either the Union Carbide
Employee’ Pension Plan or the K-Dow Employees’ 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.

       

      21 See
footnote 19.

       

      22
Employees who: 1) were hired by K-Dow Petrochemicals US LLC or KDP UC LLC, and
were previously hired prior to January 1, 2008 by a Participating Employer and
covered under a plan offered under the Program for active employees immediately
prior to their hire date with K-Dow Petrochemicals US LLC or KDP UC LLC, and 2)
subsequently Retire from

       

      
        
          
          

        

        
          231

          
            

          

        

        
          
          

        

      

       a Participating
Employer (other than Americas Styrenics) are eligible for coverage if they meet
the age and service requirements of the Plan.

       

      23
Employees who: 1) were hired by K-Dow Petrochemicals US LLC or KDP UC LLC, and
were previously hired prior to January 1, 2008 by a Participating Employer and
covered under a plan offered under the Program for active employees immediately
prior to their hire date with K-Dow Petrochemicals US LLC or KDP UC LLC, and 2)
subsequently Retire from a Participating Employer (other than Americas
Styrenics) are eligible for coverage if they meet the age and service
requirements of the Plan.

    

    


    
 

    
      
        
        

      

      
        232

        
          

        

      

      
        
        

      

    

    
      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.

      


      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.

      


      Authority
of the Administrators and Your Rights Under ERISA

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

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

      


      CLAIMS
FOR PLAN BENEFITS

      Information
Required In Order to Be a “Claim”:

      For
Claims that are requests for Plan benefits, the claimant must
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

              


      

       


      
        
           


        

        
          233

          
            

          

        

        
           


        

      


      
        	
                ·  

              	
                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

              


      

       

      


      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)

      



      
        
           


        

        
          234

          
            

          

        

        
           


        

      


      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).

      



      
        
           


        

        
          235

          
            

          

        

        
           


        

      


      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" or “Hourly” individual means an
individual who is represented by a collective bargaining unit that is recognized
by the Company or Participating Employer.

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      A.

      
        	
                1.  

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

              


      

       

      
        	
                2.  

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

              


      

       

      
        	
                3.  

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

              


      

       

      
        	
                4.  

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

              


      

       

      
        	
                5.  

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

              


      

       

      
        	
                6.  

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

              


      

       

      
        	
                7.  

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

              


      

       


      
        
           


        

        
          236

          
            

          

        

        
           


        

      


      
        	
                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, to the Participating Employers, as determined by the
context of the sentence in which it is used, as such is interpreted by the Plan
Administrator or his delegee.

      


      “Employee” means a person
who:

      
        	
                a.  

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

              


      

       

      
        	
                b.  

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

              


      

       

      
        	
                c.  

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

              


      

       

      
        	
                d.  

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

              


      

       

      
        	
                e.  

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

              


      

       

      


       

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

      


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

      


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

      


      "Hourly" Employee means an
Employee who is represented by a collective bargaining unit that is recognized
by the Company or other Participating Employer.

      


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

      


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

      


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

      


      "Participating Employer" means
the Company or any other corporation or business entity the Company authorizes
to participate in the Program with respect to its Employees.

      


      “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


      
        
           


        

        
          237

          
            

          

        

        
           


        

      


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

      


      “Retiree” also means an
Employee who is age 50 or older with 10 or more years of Service when his
employment terminated with a Participating Employer, terminated employment with
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.

      


      "Retiree" also means an
Employee who is age 50 or older with 10 or more years of Service when his
employment terminated with K-Dow Petrochemicals US LLC or KDP UC LLC, is
eligible to receive a pension under the K-Dow Employees’ Pension Plan, and was a
Participant in the Program on the day preceding Retirement.

      


      “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.

      


      “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.

      


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

      


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

      


      “SPD” means the Summary Plan
Description.

       

       

       

      238