The Dow Chemical Company Employees' Savings Plan [PDF]

Summary Plan Description for: The Dow Chemical Company Employees’ Savings Plan Amended and Restated October 25, 2011

Copies of the Summary Plan Description (SPD) can be found on the Dow Intranet or by requesting a copy from the Human Resources (HR) Service Center, Employee Development Center, Midland, MI 48674, telephone (877) 6238079 or (989) 638-8757. Summaries of modifications may also be published from time to time in Dow’s Newsline publication or by separate letter.

Content Steward: Watters Literature #318-60534

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TABLE OF CONTENTS 1. Introduction ............................................................................................................................................................ 5 2. The Dow Chemical Company Employees’ Savings Plan Service Center ........................................................... 6 • Voice Response System/NetBenefits ........................................................................................................ 6 • Customer ID .............................................................................................................................................. 6 • Personal Identification Number (PIN) .................................................................................................... 6 3. Eligibility ................................................................................................................................................................. 6 4. Special Provisions for Employees in Puerto Rico ................................................................................................ 7 5. Enrollment............................................................................................................................................................... 7 • What happens if an eligible Employee does not make an affirmative election to enroll or not enroll? (Applicable only to those hired on or after January 1, 2008).................................................. 7 • Is the automatic enrollment feature available to all eligible Employees? ............................................ 7 • Where will automatic enrollment Contributions be invested? (Applicable to those hired on or after January 1, 2008) .............................................................................................................................. 7 • How does the Annual Increase Program (“AIP”) Work? ..................................................................... 8 • To Whom does the Annual Increase Program (“AIP”) apply? ............................................................ 8 • What investment funds are the amounts contributed under the AIP invested in? ............................. 8 6. Renewing Participation .......................................................................................................................................... 8 • Unpaid Leave of Absence ......................................................................................................................... 8 • Hardship Withdrawals ............................................................................................................................. 8 7. Vesting ..................................................................................................................................................................... 9 8. Your Contributions to the Plan ............................................................................................................................. 9 • Is my taxable Base Annual Compensation reduced by my Employee Contribution to my Pre-tax Account? .................................................................................................................................................... 9 • Taxability of Earnings -- Are earnings on my Pre-tax, Roth 401(k), and Post-tax Employee Contributions taxable while they are in my Accounts? ......................................................................... 9 • Can I contribute to any combination of Pre-tax, Roth 401(k), and Post-tax Accounts? .................... 9 • Catch-up Contributions ........................................................................................................................... 9 • Limitations on Contributions ................................................................................................................ 10 • The Annual Addition Limit ................................................................................................................... 10 • Special Limits on Contribution Amounts for Pre-Tax and Roth 401(k) Contributions................... 10 • I work for another employer besides Dow, and am enrolled in my other employer’s 401(k) plan. Do the government limits apply to the combined contributions attributable to the Dow plan as well as my other employer’s plan? ................................................................................................................ 10 • What is the IRS recognizable income limit? ........................................................................................ 10 • Are there limits set by the Plan? ........................................................................................................... 11 • Can I change my Contribution amounts? ............................................................................................ 11 • Are there other restrictions on Contributions?.................................................................................... 11 • Is there a way to elect automatic increases to my Contributions? ..................................................... 11 9. Dow’s Contributions to the Plan ......................................................................................................................... 11 • Company Match ..................................................................................................................................... 11 • If I contribute more than 6% per pay period and reach the section 402(g) government limit on my Contributions, will I still get the Company match up to the amount I am allowed to contribute under section 402(g)? ............................................................................................................................. 12 10. Dividend Contributions to the Plan .................................................................................................................. 12 • I have Dow stock in the Plan, what happens to the dividends? .......................................................... 12 • I have Praxair or Eli Lilly stock in the Plan, what happens to the dividends? ................................. 12

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What date do I have to be owner of record of the stock in order for my Account to receive the dividends?................................................................................................................................................ 12

11. LESOP Contributions ........................................................................................................................................ 12 • Will there be “LESOP” Contributions? ............................................................................................... 12 12. Rollover Contributions to the Plan ................................................................................................................... 13 13. You Direct the Investments of Your Plan Assets ............................................................................................. 13 • Who directs the investment of my Contributions? .............................................................................. 13 14. Investment Options.............................................................................................................................................. 13 15. Investments are Held in Separate Accounts ..................................................................................................... 13 16. Fund Expenses, Redemption Fees and Trading Restrictions.......................................................................... 14 17. Default Investment ............................................................................................................................................. 14 18. Divesting Dow Stock ........................................................................................................................................... 14 19. Praxair Stock Fund ............................................................................................................................................ 14 20. Eli Lilly Stock Fund ............................................................................................................................................ 14 21. Changing Investment Direction and Transferring Funds ............................................................................... 15 • Investment Direction .............................................................................................................................. 15 • Fund Transfer ......................................................................................................................................... 15 • Trading Restrictions ............................................................................................................................... 15 22. Account Earnings ............................................................................................................................................... 16 23. Daily Valuations .................................................................................................................................................. 16 24. Confirmation of Elections .................................................................................................................................. 16 25. Account Statements ............................................................................................................................................ 16 26. Loans.................................................................................................................................................................... 16 • Borrowing................................................................................................................................................ 16 • Repayment............................................................................................................................................... 17 27. Withdrawals – General Information ................................................................................................................. 17 28. Active Employee Withdrawals .......................................................................................................................... 18 29. Hardship Withdrawals ....................................................................................................................................... 18 30. Withdrawals Due to Disability........................................................................................................................... 19 31. Withdrawals Due to Death ................................................................................................................................. 20 32. Distributions Due to Retirement or Separation from Employment ............................................................... 20 33. Rollovers .............................................................................................................................................................. 21 34. a) UCC Heritage Employees Who Have an “Old Match Subaccount” in Their Old UCC LESOP Account21 34. b) Legacy Rohm and Haas Employees with Shipley or BUESIP Accounts ................................................... 21 35. Mandatory Distributions At or After Age 70½ ................................................................................................ 22 36. Distribution Options ........................................................................................................................................... 22 • Lump Sum/Systematic ........................................................................................................................... 22 • Stock Distribution ................................................................................................................................... 22 • Rollover to Dow Employees’ Pension Plan/Union Carbide Employees’ Pension Plan ..................... 22 37. Tax Considerations ............................................................................................................................................. 22

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Federal Income Tax Withholding Requirements................................................................................. 23 Employer Securities ................................................................................................................................ 23

38. Stockholder Voting Rights ................................................................................................................................. 24 39. Market Value Changes ....................................................................................................................................... 24 40. Savings Plan Fees ................................................................................................................................................ 25 41. Beneficiary Designations .................................................................................................................................... 25 42. Qualified Domestic Relations Order ................................................................................................................. 26 43. Military Leave ..................................................................................................................................................... 26 44. Plan’s Named Fiduciaries .................................................................................................................................. 27 45. Decisions of Named Fiduciaries ......................................................................................................................... 27 46. Claims Review Process ....................................................................................................................................... 27 • Initial Determination .............................................................................................................................. 28 • Appealing the Initial Determination ..................................................................................................... 28 47. Your Legal Rights - ERISA Enforcement ........................................................................................................ 29 • Receive Information About Your Plan and Benefits ........................................................................... 29 • Prudent Actions by Plan Fiduciaries .................................................................................................... 29 • Enforce Your Rights ............................................................................................................................... 29 • Assistance with Your Questions ............................................................................................................ 29 48. Type of Plan ........................................................................................................................................................ 29 49. Class Action Lawsuits......................................................................................................................................... 30 50. Dow’s Right to Amend, Modify or Terminate the Plan .................................................................................. 30 51. Disposition of Plan Assets if Plan is Terminated .............................................................................................. 30 52. Assignment of Benefits ....................................................................................................................................... 30 53. Funding ................................................................................................................................................................ 30 54. No PBGC Insurance ........................................................................................................................................... 30 55. A Final Note ........................................................................................................................................................ 30 56. For More Information ........................................................................................................................................ 31 57. Definitions ........................................................................................................................................................... 31 58. ERISA Information ............................................................................................................................................ 35 APPENDIX A Special Information For Puerto Rico Employees from Supplement E of the Plan Document 37 APPENDIX B Investment Options (as of September 30, 2011) ........................................................................... 41 APPENDIX C Fees, Expenses and Trading Restrictions ..................................................................................... 49 APPENDIX D Cost of Living Adjustment (COLA) Limits for 2011 .................................................................. 53 APPENDIX E Participating Employers (as of October 12, 2011) ....................................................................... 54 APPENDIX F Participating Unions (as of October 12, 2011).............................................................................. 55

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1. Introduction This is the Summary Plan Description (SPD) for The Dow Chemical Company Employees’ Savings Plan (the "Plan" or “Dow Employees’ Savings Plan”). The Plan is a U.S. benefit plan governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Internal Revenue Code. The Plan is maintained for the exclusive benefit of you and other eligible Employees for the purpose of providing retirement income. An important source of retirement income is your personal savings. The Plan makes it easy for you to save for retirement by offering features such as pre-tax savings and Company Matching Contributions that are not available through other savings opportunities. Here’s basically how the Plan works: • • • • •

You may contribute to the Plan through payroll deductions. Your Employee Contributions may be Pre-tax, Post-tax, or Roth 401(k) Contributions, or any combination. The Dow Chemical Company (“Company”) contributes to your Account through Company Matching Contributions. You direct the investment of your Contributions and the Company’s Matching Contributions to one or more of the Plan’s investment options. Your Account, through continuing Contributions and investment results, can build to become an additional resource for your retirement needs.

Words that are capitalized are defined in this SPD or in the Plan Document for the Dow Employees’ Savings Plan. The Plan Document is available upon request from the Plan Administrator identified in the ERISA Information section of this SPD. Reference to the “Company” is to The Dow Chemical Company. Reference to “Dow” is to The Dow Chemical Company and its subsidiaries that have been authorized to participate in the Plan. “Dow” and “Participating Employers” have the same meaning, and may be used interchangeably. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.

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2. The Dow Chemical Company Employees’ Savings Plan Service Center The Dow Chemical Company Employees’ Savings Plan Service Center (“Savings Plan Service Center”) has been established by Fidelity to handle the day-to-day Plan operations. The Savings Plan Service Center offers a voice response system, a Fidelity internet site (www.netbenefits.com), and Plan representatives to answer your questions. 

Savings Plan Service Center/Voice Response System: 1-877-440-4015

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NetBenefits Website:

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Outside the U.S. : Dial your country’s AT&T Access Number + 877-833-9900 from anywhere in the world. Access numbers are available online at www.att.com/traveler

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For the Hearing Impaired:

www.netbenefits.com

1-800-835-5089

Voice Response System/NetBenefits Through the Fidelity voice response system or NetBenefits, you can obtain a wide range of general and specific information about your personal Account. You can:           

enroll in the Plan and begin making Employee Contributions check your Account balance increase or decrease your deferrals change the type of employee contributions you are making (e.g. Pre-tax or After-tax) review and change your investment direction make Fund transfers apply for a loan establish or change your Beneficiary request Fund prospectuses request a hardship withdrawal form if eligible, enroll for catch-up employee Contributions (which can be Pre-tax or Roth 401(k) Contributions)

If you wish to talk to a Plan representative and/or you do not have a touch tone phone or internet access, call the Savings Plan Service Center (1-877-440-4015) between 8:30 a.m. and 12:00 a.m. EST on any day the New York Stock Exchange is open for business. Customer ID You can create your own identifier called a Customer ID. You can use this Customer ID instead of your Social Security Number to log into your Account through NetBenefits. Personal Identification Number (PIN) Your Personal Identification Number (“PIN”) is your key to accessing the voice response system and your Account through NetBenefits. You cannot make Account transactions without a valid PIN. If you lose or forget your PIN, call a Plan representative, or reset it on the voice response system or NetBenefits.

3. Eligibility Who is eligible to participate in the Plan?  

Employees with Full-Time or Less-Than-Full-Time status who are employed by a Participating Employer. If you are not a Full Time or a Less-Than-Full-Time active Employee, you must be an Employee of a Participating Employer for one year after you are hired and work 1,000 hours or more during that year (or in any subsequent Plan Year) to be eligible to participate in the Plan.

Cadres, Students, and Post-doctorates are not eligible to participate in the Plan.

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The Participating Employers are listed in Appendix E.

4. Special Provisions for Employees in Puerto Rico Employees in Puerto Rico should see Appendix A to understand the special provisions. Here are a few examples of the differences. Your Employee Contributions to a Roth 401(k) account are not recognized under Puerto Rico law, and therefore Employees in Puerto Rico who contribute to a Roth 401(k) account are subject to taxes not otherwise applicable to U.S. Employees. In addition, Puerto Rico law has different limits on Contributions, so any Contributions above those limits would be taxable under Puerto Rico law. The provisions in this SPD (other than Appendix A) focus on U.S. law, so you should be sure to read Appendix A. The discussion of taxability in this SPD (other than Appendix A) addresses U.S. federal law only. You are responsible for understanding and monitoring the limits applicable under Puerto Rico law, and the taxability of your Employee Contributions, the Company’s Contributions and all the earnings in your Account under Puerto Rico law.

5. Enrollment Eligible Employees can enroll, change (prospectively) their type of contribution (e.g. from Pre-tax to After-tax and vice versa), change their contribution level, change the investment option(s), or affirmatively opt out of the automatic enrollment feature by one of the following two ways:  

Log on to www.netbenefits.com Call a Plan representative at 1-877-440-4015

Once you enroll in the Plan, you elect the percentage of your Base Annual Compensation you want to defer under the Plan as Pre-tax, Post-tax and/or Roth 401(k) Contributions. Your percentage deferral will automatically apply to each subsequent year unless you change it. Once you have enrolled, you do not need to enroll again each year. You may change your election at any time, with some restrictions. What happens if an eligible Employee does not make an affirmative election to enroll or not enroll? (Applicable only to those hired on or after January 1, 2008)      

You are automatically enrolled in the Plan within 60 days following your date of hire and 3% of your Base Annual Compensation is contributed to the Plan as a Pre-tax Contribution. You may affirmatively decline enrollment within the 60 day period. Once a deduction is taken, the deduction cannot be reversed. However, you may change your percent deferred to prevent future deductions from occurring. You may change your Pre-tax Contribution level (or you may elect to make Post-tax or Roth 401(k) Contributions instead) If you are automatically enrolled, the Annual Increase Program (“AIP”) will apply to you. See the AIP question and answer below. Automatic enrollment is not available for everyone. See next question and answer.

Is the automatic enrollment feature available to all eligible Employees? No. It is not applicable to Hourly Employees who either work at the Charleston, Illinois facility or the South Charleston Sewage Treatment Company. It is not applicable to Employees who work in Puerto Rico. It is also not applicable to those hired prior to January 1, 2008. Where will automatic enrollment Contributions be invested? (Applicable to those hired on or after January 1, 2008) If you fail to designate an investment option, your Contributions will default to the applicable BlackRock LifePath® Fund based on your date of birth. See Appendix B for information about the BlackRock LifePath® Funds. You may change your investment options at any time.

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How does the Annual Increase Program (“AIP”) Work? Choose the amount for your annual increase and the rest is automatic. Each year on April 1, your contribution percent will increase by the amount that you elected. If you allow the auto enrollment process to enter you into the AIP, then you will be automatically increased each year effective April 1 by 1% until you reach a contribution rate of 6%. If you were hired less than 6 months prior to April 1, the first automatic increase will not occur until the second April 1, after your date of hire. Upon reaching 6%, AIP will no longer increase your contributions annually unless you actively enroll in the program using NetBenefits or calling the Savings Plan Service Center. However, if you affirmatively enroll in the program instead of letting the auto enrollment feature automatically enroll you, AIP will continue to increase your rate each year on April 1 by the percentage that you choose between 1% and 6% until you reach the allowable plan maximum of 40% or the IRS limit, whichever comes first. You can change or withdraw from the program at any time by calling the Savings Plan Service Center at 1-877-440-4015 or by using NetBenefits. To Whom does the Annual Increase Program (“AIP”) apply? AIP is available to all employees. Employees who were automatically enrolled in the Plan will be automatically enrolled into the AIP. Employees who are not eligible for automatic enrollment will not be automatically enrolled into the AIP. However, employees who are not eligible for automatic enrollment have the option to affirmatively enroll into the AIP. Employees who affirmatively enrolled into the plan can affirmatively enroll into the AIP. You can change or stop the AIP at any time by calling the Savings Plan Service Center at 1-877-440-4015 or by using NetBenefits. What investment funds are the amounts contributed under the AIP invested in? The amounts will be invested in the same investment options that you had previously chosen. If you are auto enrolled into the Plan and fail to designate an investment option, your Contributions will default to the applicable BlackRock LifePath® Fund based on your date of birth. See Appendix B for information about the BlackRock LifePath® Funds. Employees may affirmatively opt out of the automatic increase feature, change to a different Contribution amount, and change to a different investment option(s).

6. Renewing Participation Personal Contributions to the Plan may be authorized through NetBenefits or by calling a Plan representative, and will be implemented as soon as practical. Unpaid Leave of Absence If you temporarily leave Dow on an approved, unpaid leave of absence, your Contributions and the Company Matching Contributions will automatically stop. You must affirmatively renew your participation in the Plan by calling the voice response system or a Plan representative or logging on to NetBenefits and elect a deferral rate upon your return. Hardship Withdrawals You will automatically be re-enrolled in the Plan at the end of the suspension period.

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7. Vesting To be “vested” means to have a non-forfeitable right to a Plan benefit. You are always 100 percent vested in all amounts credited to your Account, including Employee Contributions, Company Contributions and investment earnings.

8. Your Contributions to the Plan Employees can make the following types of Contributions to the Plan:  Pre-tax Contributions  Post-tax Contributions (non-Roth)  Roth 401(k) Contributions  Catch-up Contributions (if you are age 50 or older or who will be 50 by the end of the current year) which can be designated as Pre-tax or Roth 401(k) Contributions Regardless of which option you choose - Pre-tax, Post-tax, Roth 401(k) or Catch-up Contributions - your Employee Contributions will be made through payroll deduction. Your Employee Contributions must be at least 1% of your Base Annual Compensation. While the minimum Contribution is 1%, you are able to contribute additional increments of ½ percent. The Plan limits your aggregate Employee Contributions to 40% of your Base Annual Compensation. Is my taxable Base Annual Compensation reduced by my Employee Contribution to my Pre-tax Account? Yes. The amount of your base pay that is subject to federal income taxes — and, in most cases, state and local income taxes — is reduced by the amount of your Pre-Tax Employee Contributions. This reduces the amount of your income subject to federal income taxation. However, such contributions are subject to FICA and FUTA taxes. (The amount of your base pay that is subject to federal income taxes - and, in most cases, state and local income taxes – is not reduced by the amount of your After-tax and Roth 401(k) Employee Contributions. These contributions are also subject to FICA and FUTA taxes). In determining your pensionable earnings taken into account in calculating your retirement benefits payable under the Dow Employees’ Pension Plan or Union Carbide Employees’ Pension Plan or South Charleston Sewage Treatment Company Retirement Income Plan, whichever is applicable, your compensation is not treated as reduced by Pre-tax Employee Contributions (or Post-tax or Roth 401(k) Employee Contributions) under the Dow Employees’ Savings Plan. . Taxability of Earnings -- Are earnings on my Pre-tax, Roth 401(k), and Post-tax Employee Contributions taxable while they are in my Accounts? Earnings on Contributions to your Account are not subject to federal income taxes while they remain in your Account. Also, under most state and local laws, these earnings are not taxable while they remain in your Account. Can I contribute to any combination of Pre-tax, Roth 401(k), and Post-tax Accounts? Yes. You have the option of choosing to make Employee Contributions through Pre-tax Contributions, through the Roth 401(k) Contributions or through Post-tax Contributions, or any combination of them. Catch-up Contributions Catch-up Employee Contributions allow Employees age 50 and older or who will be 50 by the end of the current year to make additional Pre-tax and Roth 401(k) Employee Contributions. The Company does not match Catch-up Employee Contributions. The amount of Catch-up Employee Contributions is set by the Internal Revenue Service and is subject to change. For 2011 the maximum Catch-up contribution amount for combined Pre-tax and Roth 401(k) Accounts is $5500.

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In addition, the Plan limits the amount of your Catch-up Employee Contributions to 50% of your Base Annual Compensation. You must enroll for Catch-up Employee Contributions separately from your Pre-tax, Roth 401(k), and Post-tax Employee Contributions. You must designate whether you want your Catch-up Employee Contribution to go into your Pre-tax or your Roth 401(k) Account. Once you enroll in Catch-up Employee Contributions, your percentage deferral will automatically apply to the next year. Catch-up Contributions are not subject to the Annual Addition Limit of section 415 of the Internal Revenue Code ($49,000 in 2011) or the limitation under section 402(g) of the Internal Revenue Code ($16,500 in 2011). Limitations on Contributions There is a Plan limit and two limits set by the government. The Plan limit is described below under “Plan Limits Set by the Plan” The two government limits are: the Annual Addition Limit of section 415(c) and the limit set under section 402(g) of the Internal Revenue Code. The Annual Addition Limit applies to all Contributions (except Catch-up Contributions). The limit set under section 402(g) only applies to Pre-tax and Roth 401(k) Contributions (other than Catch-up Contributions). In addition, the IRS imposes a limit on the compensation that may be used for determining Contributions to the Plan, the “IRS recognizable income limit” ($245,000 in 2011). The Annual Addition Limit In addition to the Plan limits, you cannot contribute more than the Annual Addition Limit set by the government under section 415 of the Internal Revenue Code. For 2011, the Annual Addition Limit is the lesser of 100 percent of your total compensation or $49,000. The total amount that may be allocated to your account in 2011 in the form of all your Pre-tax, Roth 401(k), Post-tax Contributions plus all of Dow’s Matching Contributions for the Plan Year may not exceed the Annual Addition Limit. The $49,000 limit for 2011 is set by government regulations, and may change as indexed for cost of living increases from time to time. (For Puerto Rico residents, see the relevant appendix to this summary plan description). Special Limits on Contribution Amounts for Pre-Tax and Roth 401(k) Contributions Besides the Annual Addition Limit, the combined amount for Pre-tax Contributions and Roth 401(k) Contributions is limited under section 402(g) of the Internal Revenue Code. For 2011, the maximum amount that may be contributed is $16,500. This means that in 2011, you can contribute a maximum of $16,500 for your combined Pre-tax and Roth 401(k) Contributions. This limit is adjusted from time to time by the government. In the event you reach the annual combined Pre-tax/Roth 401(k) Contribution maximum of $16,500 for 2011 and you are not currently making post-tax Contributions outside the Roth 401(k), the Plan will automatically stop your Contributions. If you want to contribute above the combined Pre-tax/Roth 401(k) Contribution maximum, you may do so by enrolling in the Post-tax Contribution option. If you do not decide to contribute the excess to a Post-tax Account, your salary deferral will be reduced by the excess amount. These Contributions limits do not apply to Catch-up Contributions. Instead, Catch-up Contributions are subject to a separate limit. See section entitled Catch-up Contributions above. I work for another employer besides Dow, and am enrolled in my other employer’s 401(k) plan. Do the government limits apply to the combined contributions attributable to the Dow plan as well as my other employer’s plan? The Special Limit on Pre-tax and Roth 401(k) Contributions ($16,500 for 2011) described above applies to all amounts contributed to the combined plans in the same year. It is your responsibility to monitor the limit amounts of the two plans and comply with the applicable limits. The Annual Addition limit applies separately to the plans of the two employers. What is the IRS recognizable income limit? For 2011, the IRS will only permit the Plan to recognize up to $245,000 as Base Annual Compensation for purposes of calculating Contributions to the Plan. This means that even if your Base Annual Compensation is greater than $245,000, the Plan will only recognize $245,000 of your Base Annual Compensation. The IRS changes this limit from time to time.

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Are there limits set by the Plan? Yes. Besides the limits set by the government, the Plan limits your aggregate Pre-tax, Post-tax and Roth 401(k) Contributions for a Plan Year to 40% of your Base Annual Compensation. The aggregate amount of Catch-up Contributions is limited to 50% of your Base Annual Compensation. Can I change my Contribution amounts? Yes. You may increase, decrease, suspend or resume your Plan Contributions at any time by calling the voice response system, or a Plan representative, or by logging on to NetBenefits. Your changes will be effective the first practicable pay period after your request has been processed. A 1% minimum Contribution rate applies. If you suspend your Contributions, the Contributions already in your Account remain invested, accumulating applicable investment results. During the suspension, you may continue to change the investment direction or transfer existing Funds at any time by calling the voice response system or a Plan representative or by logging on to NetBenefits. You will need to contact the Savings Plan Service Center if you want to rollover monies from an eligible employer sponsored plan to the Plan. You should consult your tax advisor and carefully consider the impact of making a rollover. Are there other restrictions on Contributions? (Non-Discrimination Testing Restrictions on Contributions) Yes. Government regulations for 401(k) plans, such as the Plan, include a “discrimination test” to assure that all Plan participants benefit equitably, regardless of pay level. Should the Plan fail to meet the test in any year, Employees with an annual gross compensation equal to or in excess of an amount set by the IRS (in 2011, $110,000) may be limited in the amount they may contribute to the Plan. If this happens, and the restriction applies to you, you will be personally notified. The compensation amount is indexed for inflation and subject to change by the Internal Revenue Service. Is there a way to elect automatic increases to my Contributions? Yes. This is similar to the automatic increases that apply to those who are hired on or after January 1, 2008 who do not affirmatively elect to make Contributions to the Plan, or affirmatively elect to opt out of the Plan. The difference is that you affirmatively elect to have the Plan Administrator automatically increase your Contributions each year. Log on to www.NetBenefits.com or call 1-877-440-4015. You may increase your Pre-tax, Post-tax, or Roth 401(k) Contribution in increments of 1% up to 6%. If you are close to or over the maximum percentage or dollar amount that you are allowed to contribute to the Plan under either IRS rules or Plan rules, none or only some of your increase amount will be applied on your designated increase date. All applicable Contribution limits apply.

9. Dow’s Contributions to the Plan Company Match Dow contributes to the Plan directly through Company Matching Contributions. Except as noted in the Exceptions below, if you contribute 6% of your Base Annual Compensation to the Plan, the Company will Contribute 4% of your Base Annual Compensation to your Account. Here is how it works: For each pay period the first 2% of your Base Annual Compensation for such pay period that you contribute to the Plan, the Company will provide a 100% matching Contribution to your Account. Then, for the next 4% of your Base Annual Compensation for each pay period that you contribute to the Plan, the Company will provide a 50% matching Contribution to your Account. Exceptions: 

Charleston, Illinois Hourly Employees: If you are a Charleston, IL Hourly Employee, the Company will provide a 50% match on the first 6% you contribute.

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Legacy Rohm and Haas Company Employees (“Legacy ROH Employees”): If you are a Legacy ROH Employee, the Company will provide a 100% match on the first 3% you contribute, and a 50% match for the next 3% you contribute. Rohm and Haas Company Employees whose date of hire was on or after April 1, 2009 have the same Company match until they are moved to the Dow payroll system, at which time the Company match will be the 4% applicable generally to Dow employees as described above.

The Company match applies to Pre-tax, Roth 401(k), and Post-tax Contributions. The Company Matching Contribution may be in the form of Company stock or cash. Currently the Company Matching Contribution is made in the form of Company stock from the LESOP. If you do not make Contributions to your Account, no Company Matching Contributions will be made. If I contribute more than 6% per pay period and reach the section 402(g) government limit on my Contributions, will I still get the Company match up to the amount I am allowed to contribute under section 402(g)? Yes. If you “front load” your Employee Contributions and reach the 402(g) limit before the end of the year ($16,500 for 2011), there is a possibility that you will not receive the full Company Matching Contribution because Company Matching Contributions for each pay period are made only on Employee Contributions that do not exceed 6% of the amount of Base Annual Compensation paid in that pay period. In such cases, the Company will make an additional Company Matching Contribution after year-end so that your Employee Contributions up to 6% of Base Annual Compensation are matched regardless of when in the year such Employee Contributions are made.

10. Dividend Contributions to the Plan I have Dow stock in the Plan, what happens to the dividends? The Plan dividend payout feature offers you the opportunity to receive cash for the dividends earned on your investment in the Dow Stock Fund. You may elect to have your dividends from the Dow Stock Fund paid to you in a check every quarter or reinvested in the Dow Stock Fund. If you elect to receive your dividends by check, they will be taxable to you that year and are not eligible for rollover. No taxes will be withheld from your dividend check. If you do not affirmatively elect to receive dividends in cash, the dividends will be reinvested in the Dow Stock Fund. Please call a representative at the Savings Plan Service Center if you would like to receive cash dividends paid to you in a check every quarter. I have Praxair or Eli Lilly stock in the Plan, what happens to the dividends? Dividends on the Praxair common stock and Eli Lilly common stock are usually declared and paid quarterly. For more information on the date the dividend is declared for the respective companies, please contact the Savings Plan Service Center. Dividends on Praxair stock held in the Praxair Stock Fund and dividends on Eli Lilly stock held in the Eli Lilly Stock Fund will be invested on your behalf in the Interest Income Fund. You may make a transfer from the Interest Income Fund to another Fund under the plan available to you. What date do I have to be owner of record of the stock in order for my Account to receive the dividends? You need to be invested in the applicable stock fund when the NYSE opens on the morning of the ex-dividend date in order to receive dividends.

11. LESOP Contributions Will there be “LESOP” Contributions? The Plan includes a Leveraged Employee Stock Ownership Plan (“LESOP”), which consists of the assets of the combined Dow and Union Carbide Corporation (“UCC”) and Rohm and Haas Company (“ROH”) LESOPs. For accounting

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purposes, the shares originating from the Dow and UCC and ROH LESOPs are kept in separate sub-accounts, known as the ESOP Heritage Dow Shares and ESOP Heritage UCC Shares and ESOP Heritage ROH Shares, which each hold Dow stock. In general, the Company Matching Contribution is provided in the form of Company stock from the LESOP. Unless the Employee elects to invest the Company Contribution directly into one of the other investment options under the Plan, the Company stock Contribution is placed in the ESOP Heritage ROH Account (named “Dow ESOP fund”). Employees may divest their Dow stock in this account at any time and elect one of the other investment options available to them under the Plan.

12. Rollover Contributions to the Plan If you previously participated in a tax-qualified defined contribution plan maintained by another employer and you receive a distribution of your benefits from that other plan, you may be able to contribute that amount in cash to the Dow Employees’ Savings Plan. Amounts contributed to the Dow Employees’ Savings Plan in this manner are called "Rollover Contributions" and may allow you to defer paying income tax on that amount. Rollovers into the plan are only allowed while you are an active employee. You can elect to invest your Rollover Contributions in any combination of the investment options. A Rollover Contribution will not be permitted unless it satisfies all applicable requirements of the Internal Revenue Code, and any other requirements that the Company may establish. In addition, Rollover Contributions are not eligible for the Company Matching Contribution.

13. You Direct the Investments of Your Plan Assets Who directs the investment of my Contributions? You do! Please note that it is important to diversify the investment of your retirement account assets. Dow cannot guarantee the performance of any of the Funds and is not responsible for any losses you may incur in your Plan investments. This Plan is intended to constitute a plan described in section 404(c) of the Employee Retirement Income Security Act, and title 29 of the Code of Federal Regulations Section 2550.404c-1. To the extent permitted by law, the Plan Sponsor, Participating Employers, Plan Administrator, Investment Fiduciaries, and any other fiduciary of the Plan are relieved of liability for any losses which are the direct and necessary result of investment instructions given by Participants. The Savings Plan Service Center cannot provide financial or tax advice. Your best source of such information is a professional financial or tax advisor. Nothing contained in this Summary Plan Description should be construed as investment advice. It is provided for your information only. You are responsible for making your own investment decisions.

14. Investment Options The investment Funds offered in this Plan are described in Appendix B. You may invest your Employee Contributions and the Company Matching Contributions in your choice of available investment Funds, with some restrictions (see Appendix C). The investment objectives of these Funds vary, as do the degrees of risk involved. As with all investments, the lower the risk, the lower the potential for growth and gain. Likewise, the greater the risk, the greater the potential for growth and gain as well as the greater risk for lower earnings - or even losses. Historical performance for each of the investment Funds is available to you on NetBenefits. For additional sources of information on the funds, see below. Also, log on to NetBenefits for Morningstar information, where available.

15. Investments are Held in Separate Accounts

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Investment balances in your Pre-tax Account, your Post-tax Account and your Roth 401(k) Account must be maintained separately, and money cannot be transferred from one kind of Account (Pre-tax, Post-tax or Roth 401(k)) to another.

16. Fund Expenses, Redemption Fees and Trading Restrictions To review an expense analysis of the investment Funds offered in this Plan, please refer to Appendix C. Additional information is available by calling the Dow Savings Plan Service Center or logging on to NetBenefits. To review a summary of redemption fees and whether a Fund has trading restrictions, see Appendix C. See also the Trading Restrictions sub-section below in this SPD under the section entitled “Changing Investment Direction and Transferring Funds”.

17. Default Investment If you don’t elect an investment option, the default investment is the applicable BlackRock LifePath® Fund based on your date of birth. Appendix B contains information about the BlackRock LifePath® Funds. You may transfer your assets from the default investment option to another investment fund offered by the Plan. You may change from the default investment option by using the on-line enrollment feature at www.netbenefits.com, or by calling a Plan representative at 1-877-440-4015.

18. Divesting Dow Stock If you own Dow stock in the Plan, you may divest your Dow stock at any time by transferring your funds from the Dow Stock Fund or the ESOP Heritage Dow or ESOP Heritage UCC funds, or Dow ESOP fund, whichever is applicable, to another investment Fund offered under the Plan that is available to you. Likewise, if you have Eli Lilly or Praxair stock in the Plan, you may divest your investments in these stocks at any time by transferring your funds to another investment Fund offered under the Plan that is available to you.

19. Praxair Stock Fund If you were a participant of The Savings and Investment Program for Employees of Union Carbide Corporation and Participating Subsidiary Companies on July 1, 1992, one share of Praxair, Inc. common stock was deposited in your Account for each share of Union Carbide Corporation common stock in your Account at that time. No additional shares of Praxair stock may be acquired through the Plan, and any Praxair stock in your Account will remain there until you direct that it be divested and transferred to another investment Fund offered under the Plan that is available to you, or distributed to you or your beneficiary. The Praxair Stock Fund is closed to new investments.

20. Eli Lilly Stock Fund If you were a participant of the Dow AgroSciences Employee Savings Plan on August 29, 2003, the Eli Lilly Stock Fund will remain in the Plan. No additional shares of Eli Lilly stock may be acquired through the Plan, and any Eli Lilly stock in your Account will remain there until you direct that it be divested and transferred to another investment Fund offered under the Plan that is available to you, or distributed to you or your beneficiary. The Eli Lilly Stock Fund is closed to new investments.

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21. Changing Investment Direction and Transferring Funds Investment Direction Your investment direction is the percentage of your total Contribution which you allocate to each of the Plan Funds. You may invest in any or all of the applicable Plan Funds, in multiples of 1 percent, totaling 100 percent of your Account dollars. You direct the investment of your Account. You must elect the same investment direction for your Employee Contributions and your Company Matching Contributions. [Exception: If you received a 1% Company Mandatory Contribution prior to January 1, 2008 (as described above, which was usually in the form of a LESOP contribution), you may elect an investment option for the Company Mandatory Contribution that is different from the election you made for your Employee Contributions]. You may change your investment directions at any time, with some restrictions (see the Trading Restrictions section below). Your change in investment direction will become effective on the first business day practicable after your request has been processed. A change in investment direction can be made by using the on-line enrollment feature at www.netbenefits.com, or by calling a Plan representative at 1-877-440-4015. Fund Transfer A Fund transfer is the exchange of money from one Fund to another Fund within the Plan. A Fund transfer does not change your investment directions with respect to new Contributions, but does change the current amount of money in each Fund. A transfer of Funds can be made by using the Plan voice response system (1-877-440-4015), the on-line enrollment feature at www.netbenefits.com, or by calling a Plan representative at 1-877-440-4015. You may not transfer money from one kind of Account (Pre-tax, Post-tax, or Roth 401(k)) to another. Trading Restrictions Trading restrictions are restrictions on your ability to change investment direction or make Fund transfers. The following trading restrictions apply:   



No transfers are permitted into the Praxair Stock Fund, the Eli Lilly Stock Fund or the LESOP Accounts. You are limited to five exchange days per calendar quarter. Once the limit is reached, you may not initiate any further exchanges until the next calendar quarter. You may be limited to one “round trip” transaction per fund within any rolling 90-day period, subject to an overall limit of four round trip transactions over a rolling 12-month period across all funds. A round trip transaction occurs when within 30 days you exchange in and then out of (or out and then back in) a fund option. See Appendix C. No transfers are permitted out of the Interest Income Fund directly to the U.S. Treasury Money Market Fund.*

SEC Redemption Fee Rule (22c-c) allows a mutual fund company to impose redemption fees on their funds within retirement plans in order to recoup costs incurred due to short-term trading activities by investors in their funds. The rule requires Fidelity, as the Plan’s recordkeeper, to provide shareholder identification and transaction information upon the Fund company’s request. In addition, Fidelity must execute instructions from the Fund to restrict or prohibit any additional purchases or exchanges by shareholders who have violated the fund’s market timing policies. For information on short-term redemption fees specific to a particular Fund, see the applicable prospectus (when available) or “Investment Information” located on NetBenefits. Also, see Appendix C of this SPD (“Fees, Expenses, and Trading Restrictions”). The Funds may have additional restrictions outlined in the prospectuses of such Funds. Dow is not responsible for updating the SPD to include all those restrictions. You are responsible for reading the updated prospectuses.

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The Company reserves the right to add other restrictions as it deems appropriate. *This limitation is called “Equity Wash”. Equity Wash is a provision in a Stable Value product whereby direct transfers between certain competing Funds are not allowed. Competing Funds are those which have the same or similar investment objectives. This limitation would apply to transfers from the Interest Income Fund to the U.S. Treasury Money Market Fund.

22. Account Earnings All investment results on your Account are reinvested. Each Fund’s earnings are reinvested in that Fund. The Plan shelters your investment results from taxes until Funds are withdrawn from your Account.

23. Daily Valuations Your Account is updated on a daily basis. Results of transactions on any business day are automatically applied to your Account as of the close of that business day. You can call the voice response system, or a Plan representative or log on to NetBenefits at any time for up-to-date information on investment performance of your Account. Accounts are usually updated between 8:30 p.m. and 3:00 a.m. each night, except on days the New York Stock Exchange is closed. Since events may occur that cause an interruption in daily valuations, there is no guarantee that any given transaction will be processed on the anticipated day. In the event of such interruption, an affected transaction will be processed as soon as administratively feasible and no attempt shall be made to reconstruct events as they would have occurred absent the interruption, regardless of the cause.

24. Confirmation of Elections You will receive a confirmation statement from the Savings Plan Service Center each time you request a transaction or change your PIN through the voice response system or NetBenefits. This statement will be mailed within three to five business days of the date you request the change. If your confirmation statement shows a change that differs from what you submitted or from what was recorded on the voice response system or NetBenefits, contact the Savings Plan Service Center immediately. You should also contact the Savings Plan Service Center if you do not receive a confirmation statement for any changes you submit.

25. Account Statements Statements of your Plan Account will be mailed to you on an annual basis, unless you have elected to receive hard copy paper statements, in which case you will receive quarterly statements. In addition, you may request a statement at any time by logging on to NetBenefits.

26. Loans Borrowing If you are an Active Employee, an Employee on Long Term Disability, Contract Disability, Disability Retirement or an approved Leave of Absence, you may borrow from your Employee Contributions, plus earnings on those Employee Contributions, with a minimum loan of $1,000. You cannot borrow money that Dow has contributed to your Account, or earnings on money that Dow has contributed. If you participate in the Praxair Stock Fund, you may not borrow money from the Praxair Stock Fund. Plan loans are limited to the smaller of:  

50 percent of your total Account balance; or $50,000, minus your highest loan balance at any time during the preceding 12 months.

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The Plan charges an initial loan fee of $35 to each Participant who takes a loan from the Plan, and an annual $15 fee for the life of the loan. This $35 fee will be deducted from your Account upon approval of your loan; the annual $15 fee will be prorated and deducted from your Account on a quarterly basis. To initiate a loan or obtain information about a potential loan, call the Plan voice response system (1-877-440-4015), use the on-line feature at www.netbenefits.com, or call a Plan representative at 1-877-440-4015. The voice response system and NetBenefits allows you to calculate various loan options. You have the ability to experiment with different dollar values to be repaid over different repayment schedules. An actual loan will not be initiated until the appropriate response is requested and confirmed. A fixed rate of interest is applied to each loan. This rate will be the prime rate on the last day of each calendar quarter before the loan is processed, which varies from time to time. Call a Plan representative at 1-877-440-4015 to determine the applicable rate of interest. Note: You may have three outstanding loans at any given time. If you have three loans outstanding, you may apply to receive a new loan as soon as one of your current loans is paid in full and the payment is reflected in your Account (usually one to two weeks). When you borrow money from your Account, the money is taken proportionately from your Contributions within each Fund in which you have a balance. Likewise, the interest that you pay is applied proportionately to each Fund in which you had a balance prior to the loan. There will be no investment gains or losses applied to the unpaid loan balance. Loans are processed daily (except on days that the New York Stock Exchange is closed), with checks mailed as soon as practicable from Fidelity Investments Institutional Operation Company in Kentucky to your address on record. Repayment Loan repayments for active Employees are made through payroll deductions, on an after-tax basis, with a minimum term of six months and a maximum term of 60 months for loans for any purpose other than the purchase of a primary residence; and a minimum term of six months and a maximum term of 120 months for loans for the purpose of purchasing a primary residence. A loan may be prepaid in full at any time or you may make extra payments on your outstanding loans. Extra payments on loans are applied to the principal; they do not alter or reduce the installment amount. Extra pre-payments may reduce the term of the loan. For details on how to prepay a loan or to make an extra payment, call a Plan representative at the Savings Plan Service Center. You do not have the right to stop or modify payroll deduction for repayment of your loan. Default may only occur for the reasons described in Appendix B (“Member Loan Program”) of the Plan Document. If you default on a loan for any reason, the unpaid portion of the loan will become taxable in the year the loan is defaulted.

27. Withdrawals – General Information Access to your Pre-tax or Roth 401(k) Account is restricted because the Plan is a 401(k) plan that is subject to IRS regulations. To encourage you to leave your Contributions in the Plan until Retirement, government regulations limit withdrawals. Under IRS rules regulating Pre-tax and Roth 401(k) Accounts, only the following kinds of withdrawals may be made:     

Active Employee withdrawals on or after age 59 ½ , Hardship withdrawals (limitations on the source of withdrawals apply), Withdrawals due to Disability, Withdrawals due to Death, Withdrawals due to Retirement or termination of employment

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  

Withdrawals from UCC “old match subaccount” in an old UCC LESOP Account. This option is only available to heritage Union Carbide employees who had an ‘old match subacccount’ in an old UCC LESOP Account. After-tax (once every 6 months) After-tax rollover (once every 6 months)

The taxable portion of a withdrawal may be subject to a 10% early withdrawal penalty tax. Unlike Pre-tax and Roth 401(k) Accounts, you may withdraw your own Contributions and associated earnings from your Post-tax Account. Only one withdrawal every six months is allowed.

28. Active Employee Withdrawals Withdrawals made after you reach age 59 ½ generally are not subject to the 10% early withdrawal penalty tax. Pre-tax Accounts: Withdrawals from Pre-tax Accounts are taxable as ordinary income. Post-tax Accounts (not Roth 401(k) Accounts): You can withdraw from your Post-tax Account (not Roth 401(k) Account) before you reach age 59 ½ but it is limited to your own Contributions and associated earnings. No withdrawals of the Dow Matching Contributions or associated earnings on the Dow Matching Contributions are allowed while you are an active Employee until you attain age 59 ½. Withdrawals are limited to no more than once every six months. Withdrawals of earnings are taxable as ordinary income and may be subject to the 10% early withdrawal penalty tax. There are special rules regarding the proportions of your contributions and earnings that are withdrawn. These are discussed in the section of this SPD entitled Tax Considerations. The portion of any withdrawal that constitutes earnings on Post-tax Contributions is taxable as ordinary income. The Internal Revenue Code has special rules for determining the portion of each withdrawal that constitutes a withdrawal of earnings and the portion that constitutes a return of Post-tax Contributions. These are discussed in section of this SPD entitled Tax Considerations. Withdrawals are limited to no more than one every six months. Roth 401(k) Accounts: If you have left your money in your Roth 401(k) Account for at least 5 years after your initial Contribution to the Roth 401(k) and are at least 59 ½, the earnings on your Contributions are not subject to federal income taxes. If you have not left your Contributions to your Roth 401(k) Account for at least five years after your initial Contribution, the earnings on your Contributions are taxable as ordinary income. The Internal Revenue Code has special rules for determining the portion of each withdrawal that constitutes a withdrawal of earnings and the portion that constitutes a return of Roth 401(k) after-tax Contributions. These are discussed in the section of this SPD entitled Tax Considerations.

29. Hardship Withdrawals Active Employees, Employees on Leave of Absence and Employees on Long Term Disability or Contract Disability may withdraw money from their Accounts in case of severe financial hardship. There is a 10% early withdrawal tax penalty applicable to taxable amounts if you make the withdrawal prior to age 59 ½. Under Internal Revenue Service rules, the severe financial hardship must be caused by:      

Costs directly related to the purchase of a primary residence Prevention of mortgage foreclosure or eviction from your principal residence Tuition costs and related educational fees (including room and board) for post-secondary education over the next 12 months for the Participant, Participant’s Spouse or Domestic Partner, Participant’s children or dependents Health care costs for the Participant, the Participant’s Spouse or Domestic Partner, Participant’s children or dependents incurred during the current calendar year or the previous calendar year that would be tax deductible if certain limits did not apply and that are not reimbursed by any insurance plans Burial or funeral expenses Repair of unforeseen damage to your principal residence not compensated for by insurance.

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Internal Revenue Service regulations require that you use money available from other sources before withdrawing from your Pre-tax or Roth 401(k) Account. These other sources are defined as including your Post-tax Contributions to the Plan and associated earnings, your savings in a bank or credit union, stocks, bonds, mutual funds, other personal assets that could be sold or assets of a Spouse or Domestic Partner or minor children. The Internal Revenue Service also requires that if a loan is available from the Plan or another commercial source - and the loan repayment itself would not cause a financial hardship - then the loan must be taken before a Hardship Withdrawal. Hardship withdrawal applications can be obtained by calling a Plan representative at the Savings Plan Service Center or logging on to NetBenefits. You will need to complete the application and submit any required paperwork. The minimum hardship withdrawal amount is $500. The maximum hardship withdrawal amount is limited to either the amount required to meet your immediate need or 100 percent of your Contributions, whichever is less. Hardship withdrawals may only be paid as a lump sum payment, and are not eligible for rollover. With respect to Pre-tax Contributions, withdrawals are taxable as ordinary income in the year withdrawn unless they are used to pay deductible medical expenses. With respect to Roth 401(k) Accounts, the Internal Revenue Code has special rules for how the hardship withdrawal is taxed. Even though you have already paid taxes on your Roth 401(k) Contribution, IRS requires that a portion of your hardship withdrawal be taxable as earnings. You should consult with your tax advisor. Whether or not a hardship withdrawal is withdrawn from a Pre-tax Account or a Roth 401(k) Account, if the money is withdrawn before age 59 ½, the distribution is subject to an additional 10% early withdrawal penalty tax. If withdrawal from a Pre-tax Account or a Roth 401(k) Account is made at age 59 ½ or later, no 10% penalty is applicable. All Employee Contributions and Company Matching Contributions shall be suspended for a period of six months after a Participant makes a hardship withdrawal. Hardship withdrawals are processed daily (except on days the NYSE is closed), with a check mailed as soon as practicable from Fidelity Investments Institutional Operation Company in Kentucky, to your address on record. Your hardship withdrawal will be processed as soon as all necessary paperwork is submitted and approved. You should contact the Dow Savings Plan Processing Center at 877-440-4015 to see what supporting documentation is required in order to make a hardship withdrawal.

30. Withdrawals Due to Disability If you become disabled and are approved for benefits under the Company’s Long Term Disability Program or Contract Disability before you Retire, you may withdraw your entire Account balance without the 10% early withdrawal penalty tax. You may choose to receive your savings plan Account balance as soon as administratively feasible after your employment ends, or you may choose to defer receiving some or all of it until you reach age 70 ½ or later if you return to employment with Dow. (See section of this SPD entitled Mandatory Distributions At or After Age 70 ½.) Under certain circumstances, a disabled Participant may elect to have payments from the Plan made directly to a revocable grantor trust. Pre-tax Accounts: Withdrawals from Pre-tax Accounts are taxable as ordinary income. Post-tax Accounts (not Roth 401(k) Accounts): The portion of your withdrawal that constitutes earnings on Post-tax Contributions is taxable as ordinary income. The Internal Revenue Code has special rules for determining the portion of each withdrawal that constitutes a withdrawal of earnings. These are discussed in the section of this SPD entitled Tax Considerations. Roth 401(k) Accounts: If you have left your money in your Roth 401(k) Account for at least 5 years after your initial Contribution to the Roth 401(k), the earnings on your Contributions are not subject to federal income taxes. If you have

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not left your money in your Roth 401(k) Account for at least five years after your initial Contribution, the earnings on your Contributions are taxable as ordinary income. The Internal Revenue Code has special rules for determining the portion of each withdrawal that constitutes a withdrawal of earnings. These are discussed in the section of this SPD entitled Tax Considerations.

31. Withdrawals Due to Death If you die after distribution of your benefits begins, your benefits will be distributed to your Beneficiary according to the form of payment elected by you prior to your death. If you die prior to the start of distribution of your benefits, your Beneficiary will have the same withdrawal and distribution options with respect to your entire Account balance as if your Beneficiary were you, and you were a Retiree on the date of your death. Withdrawals due to death are not subject to the 10% early withdrawal penalty tax. Pre-tax Accounts: Withdrawals from Pre-tax Accounts are taxable as ordinary income. Post-tax Accounts (not Roth 401(k) Accounts): A portion of the withdrawal that constitutes earnings on Post-tax Contributions is taxable as ordinary income. The Internal Revenue Code has special rules for determining the portion of each withdrawal that constitutes a withdrawal of earnings. These are discussed in the section of this SPD entitled Tax Considerations. Roth 401(k) Accounts: If you have left your money in your Roth 401(k) Account for at least 5 years after your initial Contribution to the Roth 401(k) and are at least 59 ½, the earnings on your Contributions are not subject to federal income taxes. If you have not left your money in your Roth 401(k) Account for at least five years after your initial Contribution, the earnings on your Contributions are taxable as ordinary income. The Internal Revenue Code has special rules for determining the portion of each withdrawal that constitutes a withdrawal of earnings. These are discussed in section of this SPD entitled Tax Considerations.

32. Distributions Due to Retirement or Separation from Employment Retirees and terminated employees may make withdrawals from their Account. If a withdrawal is made, the taxable portion of withdrawals made prior to age 59 ½ are subject to a 10% early withdrawal tax, unless retirement or separation of employment occurred in the year in which you attained age 55 or older. Withdrawals made at age 59 ½ or older do not incur the 10% early withdrawal penalty tax. If you are younger than age 59 ½ AND you were not age 55 or older in the calendar year you Retired or otherwise separated from Dow, you will incur a 10% early withdrawal penalty tax on any taxable amounts you withdraw from your Pre-tax or Roth 401(k) Account, unless you roll over your assets into a tax-qualified defined Contribution plan maintained by another employer or an IRA. The 10% penalty does not apply to withdrawals of your Employee Contributions from Post-tax Accounts, but does apply to the Company Contributions and all earnings. If you separate employment from Dow prior to age 55, and you elect to receive your distributions in annual installments that meet the requirements of sections 72(t)(2)(A)(iv), 72(t)(3)(B), and 72(t)(4) of the Internal Revenue Code , you will not be subject to the 10% early withdrawal penalty tax. If you are younger than age 59 ½ and you were at least 55 years of age in the calendar year when you Retire or otherwise separate from Dow, you will not incur a 10% early withdrawal penalty tax when you withdraw your assets from the Plan. Your entire balance is available to you when your Dow employment ends or you Retire. You may request a specific dollar amount (minimum $500) or 100 percent of the available amount. You may withdraw cash (minimum of $500) or rollover all or a portion of your Account to an IRA or other Eligible Retirement Plan. Contact a Plan representative at 1-877-4404015 or log on to www.netbenefits.com.

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If your Account contains less than $1,000, you will be given the option to rollover to an IRA or other Eligible Retirement Plan; otherwise your Account must be paid to you in a lump sum. You can defer receiving money from your Account after you retire or terminate employment unless your Account contains less than $1,000. You may choose to receive your savings plan Account balance as soon as administratively feasible after your employment ends, or to defer receiving some or all of it until you reach age 70 ½. (See section of this SPD entitled Mandatory Distributions At or After Age 70 ½.) Under certain circumstances, a Retired or disabled Participant may elect to have payments from the Plan made directly to a revocable grantor trust. Pre-tax Accounts: Withdrawals from Pre-tax Accounts are taxable as ordinary income. Post-tax Accounts (not Roth 401(k) Accounts): The portion of your withdrawal that constitutes earnings on Post-tax Contributions is taxable as ordinary income. The Internal Revenue Code has special rules for determining the portion of each withdrawal that constitutes a withdrawal of earnings. These are discussed in the section of this SPD entitled Tax Considerations. Roth 401(k) Accounts: If you have left your money in your Roth 401(k) Account for at least 5 years after your initial Contribution to the Roth 401(k), the earnings on your Contributions are not subject to federal income taxes. If you have not left your money in your Roth 401(k) Account for at least five years after your initial Contribution, the earnings on your Contributions are taxable as ordinary income. The Internal Revenue Code has special rules for determining the portion of each withdrawal that constitutes a withdrawal of earnings. These are discussed in the section of this SPD entitled Tax Considerations.

33. Rollovers Retirees and terminated Employees may rollover amounts from their Accounts to an Individual Retirement Account (“IRA”) or other Eligible Retirement Plan. If you do not elect to rollover your Account and the balance is less than $1,000 your Account will be paid to you. If you elect to rollover to an IRA or other Eligible Retirement Plan, no tax is payable on the amount rolled-over at the time of the rollover. Be sure to coordinate between the Dow Plan and the new IRA account or Eligible Retirement Plan. Checks made payable directly to the participant will not be considered rollovers and may have tax consequences. Checks made payable directly to the IRA or Eligible Retirement Plan will generally be considered “rollovers”. Please consult a tax advisor before requesting that a check be made payable to you. To request a rollover, contact a Plan representative at 1-877-440-4015 or log on to www.netbenefits.com.

34. a) UCC Heritage Employees Who Have an “Old Match Subaccount” in Their Old UCC LESOP Account Effective December 27, 2001, the Savings and Investment Program for Employees of Union Carbide Corporation and Participating Subsidiary Companies (the “UCC Savings Plan”) was merged into the Plan. If you were enrolled in the Union Carbide Savings and Investment Program prior to February 6, 2001, and you have an “old match subaccount” attributable to your old UCC LESOP Account, you may withdraw all or a portion of such “old match subaccount” if you first diversify such assets.

34. b) Legacy Rohm and Haas Employees with Shipley or BUESIP Accounts Effective April 1, 2009, the Rohm and Haas Company Employee Stock Ownership and Savings Plan (“ROH Plan”) was merged into the Plan. A Member with a “Shipley Profit Sharing Account” as defined in Rider No. 1 of the ROH Plan may have special distribution rights. See the Plan Document for details. A Member with a BUESIP Account, as defined in the ROH Plan may have special distribution rights. See the Plan Document for details.

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35. Mandatory Distributions At or After Age 70½ Federal tax law requires that you begin receiving minimum required distributions (MRD) of your Account balance by April 1 of the year following the year in which you turn 70½ years of age unless you are still employed by Dow at that time. If you are still employed by Dow at age 70½, you may choose to defer receiving your minimum required distributions until April 1 of the year following the year in which you Retire. If you Retired under the Dow Employees’ Pension Plan or the Union Carbide Employees’ Pension Plan, or if you are receiving benefit payments under The Dow Chemical Company Long Term Disability Income Protection Plan, or you leave Dow employment for any other reason, you may, upon reaching age 70 ½ (or Retirement if later) choose any of the distribution options described in the Distribution Options section of this SPD.

36. Distribution Options Lump Sum/Systematic For Retirees and terminated Employees, distribution of your Account will be as a lump-sum payment or systematic distribution or partial distribution. Systematic distributions allow terminated participants to receive withdrawals on a regular basis (monthly, quarterly, semi-annually or annually). You may also elect partial distributions of $500 or more. In the case of active Employees over the age of 59 ½ distributions are available in the form of a lumps sum or partial distribution. Stock Distribution You have the option of requesting your distribution from the Dow Stock Fund or LESOP Account if applicable, in shares or in cash. The distribution will be made in cash unless you affirmatively elect otherwise by calling the Savings Plan Service Center at 1-877-440-4015. You may receive any shares of Dow stock in your Account as a certificate of Dow Common Stock. You may also request that any shares in your Account of Praxair or Lilly stock from the Praxair Stock Fund or Lilly Stock Fund be distributed as a certificate of Praxair or Lilly stock, whichever is applicable. If you take a distribution in Common Stock, any fractional shares will be distributed as cash. The cash value will be the market value at close of the day the distribution is processed. Note: If you plan to rollover your Account directly to an IRA or other qualified plan, verify that the IRA or plan will accept stock. Investments in any of the other stock funds will be paid to you in cash. Rollover to Dow Employees’ Pension Plan/Union Carbide Employees’ Pension Plan A participant who is entitled to a benefit under the terms of the Dow Employees’ Pension Plan, or Union Carbide Employees’ Pension Plan , upon termination of employment with all Participating Employers, may upon commencement of a Dow Employees’ Pension Plan or Union Carbide Employees’ Pension Plan benefit elect to rollover a minimum of $10,000 (or total amount of Account, if less than $10,000) and a maximum of $300,000 from his or her Pre-tax Accounts and LESOP Accounts, if applicable, into the Dow Employees’ Pension Plan or Union Carbide Employees’ Pension Plan. Such rollover will be converted to an annuity and paid according to the terms of the Dow Employees’ Pension Plan or Union Carbide Employees’ Pension Plan. Rollover of after-tax amounts and Roth 401(k) amounts are not permitted.

37. Tax Considerations There are various tax considerations when making withdrawals or receiving payments from your Account. Timing, amounts, and form (cash or stock) of the withdrawal or payment have important implications.

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Since income taxes are deferred when Pre-tax Contributions are made, withdrawals or payments from the Plan are generally subject to regular income taxation when funds are withdrawn. You will not owe any taxes on any Post-tax Contributions. You will be taxed on any earnings attributable to your Pre-tax or Post-tax Contributions. You will be taxed on Company Contributions and earnings attributable to Company Contributions. If you take a partial withdrawal of your Post-tax Account under any circumstances, the following ratio is applied to the withdrawal to determine the nontaxable amount: Your total Post-tax Contributions to your Post-tax Account X withdrawal amount = Amount not taxed Total Post-tax Account Balance Your Roth 401(k) Contributions are after -tax Contributions. Unlike the earnings on your Pre-tax or Post-tax Contributions, the earnings on your Roth 401(k) Contributions will not be taxed when they are distributed, provided that the distribution occurs at least five years after you first made Roth 401(k) Contributions to the Plan and you are over age 59½ or disabled at that time. If you have not left your money in your Roth 401(k) Account for at least five years after your initial Contribution, the earnings on your Roth 401(k) Contributions are taxable as ordinary income. The following ratio is applied to your withdrawal to determine the nontaxable amount of such withdrawal: Your total Roth 401(k) Contributions to your Roth 401(k) Account X withdrawal amount = Amount not taxed Total Roth 401(k) Account Balance In addition, if you are under age 59½ when you make the withdrawal, you may be subject to an early withdrawal tax of 10% of the amount withdrawn. If you are making a withdrawal or receiving payment from your Account, the effect on your taxes should be carefully considered before action is taken. The tax laws are complex, constantly changing and subject to varying interpretations. When initiating a withdrawal, always ask to receive the most recent tax notice. Each person’s tax and financial situation is different. You should consult a tax advisor to determine what options would be best for you and what tax consequences will pertain to such options. The Plan is designed to operate as a qualified plan under Sections 401(a) and 401(k) of the Internal Revenue Code. You should be aware that state and local tax laws may differ from federal tax treatment of Plan-related money. Some state and local laws may require Dow to report your deferral as taxable income for state and local purposes and to withhold taxes against these deferrals. Federal Income Tax Withholding Requirements IRS regulations require mandatory withholding of 20% federal income tax on the taxable portion of any non-periodic payments (other than required minimum distributions) from the Plan such as lump sum distributions and hardship withdrawals which are payable directly to you. However, if a lump sum distribution is rolled over in the form of a direct trustee-to-trustee transfer and in a timely manner to another qualified plan or IRA, no federal income tax will be withheld. If you elect to have your savings plan balance paid to you in periodic payments, such as annual installment payments over a period of up to 10 years, or monthly or quarterly payments over your life expectancy, or if you begin receiving payments after reaching age 70½, federal income taxes may be withheld at a rate less than 20%, or you may elect to have no taxes withheld. Depending on your state of residency, mandatory state income tax withholding may also apply. These types of payments, however, are not eligible to be rolled over into another qualified plan or IRA. Certain distributions from a Roth 401(k) Account are not subject to U.S. federal income taxation. You should contact your personal tax advisor regarding tax liabilities of various withdrawal options. Employer Securities Certain stock within the Plan qualifies as "Employer Securities." Stocks that meet this qualification are: 

all stock in the ESOP funds, including the Dow Stock Fund

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 

stock in the Eli Lilly Stock Fund which was acquired before January 1, 1991. (Eli Lilly stock acquired after December 31, 1990 does not qualify since Eli Lilly and Company held less than a 50% ownership in Dow AgroSciences after that date). stock in the Praxair Stock Fund which was acquired before July 2, 1992. (Praxair stock acquired after July 1, 1992 does not qualify since Union Carbide Corporation held less than a 50% ownership in Praxair after that date).

The current federal tax law allows a special tax treatment if, as part of a total lump sum distribution of your savings, "Employer Securities" are withdrawn in the form of stock certificates. In this case, only the cost of the stock when it was acquired (as opposed to the fair market value) is subject to tax at the time of the withdrawal. The cost of the stock becomes your cost basis for the shares withdrawn. This cost basis will be used to calculate taxable gains or losses when you later sell the shares. You should contact your personal tax advisor for additional information regarding Employer Securities.

38. Stockholder Voting Rights If you have investments in any ESOP Account or the Dow Stock Fund in the Plan, you are a Dow stockholder and, thus, entitled to vote on questions raised at Dow stockholder’s meetings. Participants may also be Praxair or Eli Lilly stockholders if they hold investments in those Funds in the Plan. The Plan Trustee shall keep you advised of stockholder meetings so that you may provide instructions about how to vote your shares. The Trustee votes your Plan shares in the appropriate stock or ESOP stock at the stockholders meetings according to your instructions. If you do not provide instructions, the Trustee votes your shares in the same ratio as shares from other Plan Participants who provided instructions. The instructions received by the Trustee from Participants shall be held by the Trustee, in accordance with the terms of the Trust, in strict confidence and shall not be divulged or released to any person, including officers or employees of a Participating Employer or any Commonly Controlled Entity. Voting rights with respect to securities other than your investments in an ESOP Account, the Dow Stock Fund, Praxair Stock Fund, or Eli Lilly and Company Stock Fund may be exercised by the Trustee only.

39. Market Value Changes Each of the investment Funds in the Plan is affected by market changes. It is possible that the market value of your Account may reflect market losses. Although the investment options are expected to share in long-term market growth, you should be aware that your Account will reflect both gains and losses from market changes. The Dow Employees’ Savings Plan is intended to constitute an ERISA section 404(c) plan. The Plan offers you a broad range of investment alternatives with different risk and return characteristics. You have control over your Account and have responsibility for your investment decisions. Under section 404(c), plan fiduciaries may be relieved of liability for any losses directly and necessarily resulting from your investment decisions. Appendix B briefly summarizes the risk/return characteristics associated with each fund. Section 40 below and Appendix C describe the fees and expenses associated with these funds. You may request detailed information about the investment Funds available under the Plan and how to exercise your decision to invest in and among those alternatives at any time by contacting the Savings Plan Service Center or logging on to NetBenefits. You will receive a prospectus in connection with each fund in which you invest (except for the funds without a Ticker Symbol listed in the table of Appendix C).

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40. Savings Plan Fees Plan Participants are subject to recordkeeping fees, trustee fees, administrative costs, as well as investment fees and expenses associated with each investment option. The following is not an exhaustive list of all possible types of fees. For information on fees specific to a particular Fund, see the applicable prospectus (when available) or “Investment Information” located on NetBenefits. Also, see Appendix C of this SPD (“Fees, Expenses and Trading Restrictions”). Fees Imposed by the Funds: Each Fund has a different fee arrangement. For information on fees specific to a particular Fund, see the specific fund prospectus (when available) or “Investment Information” located on NetBenefits. 

Asset-based fees: Typically, a Fund deducts its fees from its Fund’s assets, thereby reducing the investment returns of your fund. These fees are usually expressed as a percentage of the assets invested, or expressed as “basis points” (where 1 basis point (bp) is equal to 1/100th of 1%). The fees deducted from the Fund’s assets are used to pay investment management expenses and other investment-related and administrative costs. In some cases, the fees deducted by a Fund may be used to pay for services provided by other service providers (this is sometimes called “revenue-sharing”, and is described in Appendix C). Appendix C lists the Funds offered by the Plan that participate in revenue-sharing.



12b-1 fees: Some Funds require fees related to commissions or promotional costs and payment of various service providers.



Redemption fees and Service fees: Some Funds charge fees when participants transact short-term trades in and out of their Fund.



Other fees: Other fees may also be imposed, such as sub-transfer agent service fees, shareholder service fees, and other fees. You should consult the prospectus (when available) or “Investment Information” located on NetBenefits for information on the fees specific to a particular fund.

Fees Imposed by Fidelity Directly to Participants for Recordkeeping Services: Effective January 1, 2012, an $8/participant annual fee is required and paid by the Plan to Fidelity for its recordkeeping services. In addition, Fidelity is paid for its recordkeeping services through Fidelity’s revenue-sharing arrangements with certain Funds offered by the Plan. Together with the $8/participant annual fee, these revenue-sharing arrangements generate enough payments to Fidelity from those Funds to pay for Fidelity’s recordkeeping fees. See Appendix C to see which Funds participate in revenue-sharing. The fee structure by which Fidelity is compensated for its recordkeeping services may be changed at any time, which may result in increased fees per participant. Service-based Fees: The Plan may also impose transaction and service based fees. These fees are based on the execution of a particular service, transaction, or event. These fees are charged to the individual participant who utilizes the service, and are deducted from such participant’s Plan account. Effective January 1, 2012, the following service-based fees apply: Loans:

$35 per loan (establishment fee) $15 annual administration fee per loan account

QDRO:

$300 one-time fee that is split in half between the employee or retiree and the alternate payee, which is charged to each of their respective accounts. $200 one-time fee that is split in half between the employee or retiree and the alternate payee, which is charged to each of their respective accounts, a domestic relations order is also submitted to a defined benefit pension plan sponsored by Dow or UCC.

41. Beneficiary Designations

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You may designate a beneficiary or beneficiaries by logging on to www.NetBenefits.com or by completing a form available from the Savings Plan Service Center or on the Dow intranet. Your beneficiary designation will not be effective unless it is received by the Plan Administrator before your death. If you are married, your beneficiary will automatically be your surviving Spouse unless you designate another beneficiary in writing and your Spouse consents in writing to that designation in the presence of a savings plan representative or a notary public. Consent is not required for a Domestic Partner. You may not change the specific named beneficiary unless the written Spousal consent described in the preceding sentence is again obtained. The Plan does not recognize pre-nuptial and post-nuptial agreements. If you do not designate a beneficiary, your default beneficiary will be determined in accordance to the following order of priority: your Spouse or Domestic Partner, your Children, your beneficiary of the Company Paid Life Insurance Plan, the beneficiary of any Company-sponsored life insurance policy for which the Company pays all of part of the premium, or your estate.

42. Qualified Domestic Relations Order Qualified Domestic Relations Order (“QDRO”) is a special type of court order that meets certain legal requirements that creates or recognizes an alternate payee’s (e.g. Spouse, former Spouse, and child) right to part or all of your Plan benefits. While the Employee Retirement Income Security Act of 1974 (ERISA) generally protects Plan benefits against creditors, Qualified Domestic Relations Orders are an exception. Such an order can force distribution of benefits to the alternate payee even though the Plan prohibits you from receiving a distribution earlier than Retirement, termination, death, disability or some other stated event. The Plan Administrator must notify you if the Plan receives a domestic relations order and must also determine within a reasonable time if the domestic relations order is qualified. You and each alternate payee will be notified of the decision. If the QDRO is qualified by the Plan Administrator and a portion of the Employee or Retiree’s account is segregated for the alternate payee, the alternate payee has a choice of receiving his/her Plan benefits in cash minus a 20% tax withholding, or rolling the Plan benefits to a traditional IRA or an eligible employer plan. Fidelity will mail a letter to the alternate payee after the Plan Administrator determines that a QDRO is qualified, informing the alternate payee that he/she has 60 days from the date of the Fidelity letter to notify Fidelity whether he/she wants to rollover the Plan benefits, or receive a cash distribution. If the alternate payee fails to notify Fidelity by the 60 day deadline, Fidelity will automatically distribute the benefits to the alternate payee in cash, with a 20% Federal withholding tax. You can obtain, without charge, a copy of the Plan’s procedures governing QDRO determinations by calling the Dow HR Service Center at 877-623-8079 or Retiree Service Center at 800-344-0661. The employee or former employee and the alternate payee are charged a fee by the Plan to cover the cost of processing QDRO’s. The fee is split in half between the employee or retiree and the alternate payee. The fee (prior to being split in half) is $300 if you are not also submitting a domestic relations order (“DRO”) for qualification as a QDRO under one of the defined benefit pension plans sponsored by Dow or Union Carbide. If you are also submitting a DRO for one of those plans, then the fee is $200 (prior to being split in half) for the Dow Employees’ Savings Plan. The fees will be deducted from your Plan account.

43. Military Leave The Plan provides for Contributions, service credit and other benefits to employees previously employed by Dow who qualified under Dow’s Military Leave Policy and return to Dow employment after military service to the extent required by federal law. If you are rehired following a period of uniformed service that entitles you to rights under the Uniformed Services Employment and Reemployment Rights Act (USERRA), you may be entitled to make certain “make-up” Contributions to the Plan (determined by reference to earnings you would have received from Dow had you not been on military leave) and to receive Company Matching Contributions. In addition, beginning in 2009, if you are receiving differential pay from Dow while you are on military leave, you may be entitled to continue making Contributions to the Plan, based on such differential earnings, even while you are on military leave. While you are on military leave on active duty for more than 30 days, even if you are receiving differential pay, you will be treated as having severed from employment for purposes of the provisions of the Plan that govern distributions of Deferral Contributions and After-tax Contributions. Consequently, you may take a distribution of such Deferral and After-tax Contributions, provided that, if you elect to take such a distribution, you will not be permitted to make Deferral Contributions or After-tax Contributions to the Plan for six months thereafter.

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While on military leave, repayments on Plan loans are suspended, and the interest rate on Plan loans is capped at 6% (compounded annually). Note that, when you return from military leave, any Plan loan that has been suspended will be reamortized and must be repaid by you over a period not longer than the latest permissible term for the Plan loan. Contact a Plan representative for further information if you think you may be eligible for these, or any other, special benefits associated with military leave.

44. Plan’s Named Fiduciaries The Plan Administrator, the Claims Administrator, the Investment Fiduciaries, and any other fiduciaries designated in accordance with the procedures set forth in the Plan Document are the “named fiduciaries” of the Plan.

Plan Administrator: The Plan Administrator has the exclusive power and authority to control and manage the operation and administration of the Plan. Plan Administrator means each of the North America Pension Leader. Vice President of Compensation and Benefits, Associate Director of North America Benefits, and such other person, group of persons or entity which may be designated by the Plan Sponsor in accordance with the Plan Document. Claims Administrator: The Claims Administrator has the exclusive authority to administer Claims. Claims Administrator means either the Initial Claims Reviewer or the Appeals Administrator, depending on the context of the sentence in which the term is used. •

The Initial Claims Reviewer makes the initial decision to approve or deny a Claim. The Initial Claims Reviewer is the North America Pension Leader or his delegate.

•

The Appeals Administrator makes the final decision when an adverse Claim decision has been appealed. The Appeals Administrator is The Dow Chemical Company Retirement Board.

Investment Fiduciaries: Except for the Participant’s right to direct of his or her own investments, the Investment Fiduciaries have the exclusive power and authority to control, manage and dispose of the assets of the Plan, if any. Investment Fiduciaries means each of the Investment Committee, the Trustee, and Investment Manager(s), as those terms are defined in the Plan Document. .

45. Decisions of Named Fiduciaries The Plan Administrator, Initial Claims Reviewer, Appeals Administrator, Investment Fiduciaries and other fiduciaries with respect to the Plan shall have the sole and absolute discretion to interpret Plan documents, make findings of fact and decide any matters arising with respect to their assigned duties and powers under the Plan, and may adopt such rules and procedures as they deem necessary, desirable or appropriate to carry out their responsibilities under the Plan. The determinations and rules of the Plan Administrator, Initial Claims Reviewer, Appeals Administrator, Investment Fiduciary or other fiduciary upon any question of fact, interpretation, definition or procedure relating to the Plan or any other matter relating to the Plan shall be conclusive and binding on all persons having an interest in the Plan. Any such determination shall be binding on all parties (except to the extent the Initial Claims Reviewer is subject to review by the Appeals Administrator). If challenged in court, such determination shall not be subject to de novo review and shall not be overturned unless proven to be arbitrary and capricious based upon the evidence presented to the named fiduciary at the time of its determination.

46. Claims Review Process For purposes of the Plan, a claim for benefits is a written application for benefits filed with the Plan Administrator (or its designee). Claims for Plan benefits should be sent to: U.S. Benefits Center The Dow Chemical Company

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Employee Development Center Midland, MI 48674 Attention: Employee Savings Plan Manager Initial Determination If you submit a claim for a Plan benefit, the Initial Claims Reviewer will review your claim and notify you of its decision to approve or deny your claim. Such notification will be provided to you in writing within a reasonable period, not to exceed 90 days of the date you submitted your claim; except that under special circumstances, the Initial Claims Reviewer may have up to an additional 90 days to provide you such written notification. If the Initial Claims Reviewer 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 state when it will make its determination. If the Initial Claims Reviewer 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 Initial Claims Reviewer needed additional material or 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 Initial Claims Reviewer has denied your claim, you may appeal the decision to the Retirement Board. If you appeal the Initial Claims Reviewer’s decision, you must do so in writing within 60 days of receipt of the Initial Claims Reviewer’s determination, assuming that there are no extenuating circumstances. Appeals should be sent to: Retirement Board c/o US Benefits Center The Dow Chemical Company Employee Development Center Midland, MI 48674 Attention: Employee Savings Plan Manager You may submit any additional information to the Retirement Board when you submit your request for appeal. You may also request that the Retirement Board provide you copies of documents, records and other information that are relevant to your claim, as determined by the Retirement Board under applicable federal regulations. Your request must be in writing. Such information will be provided at no cost to you. The Retirement Board has the full, complete and final discretion to interpret the provisions of the Plan and to make findings of fact in order to carry out its claims decision-making responsibilities. Interpretations and decision by the Retirement Board are final and binding on Participants and the Plan. After the Retirement Board receives your written request to appeal the initial determination, the Retirement Board will review your appeal. Deference will not be given to the initial adverse decision, and the Retirement Board will look at the claim anew. The Retirement Board will review your appeal at its next meeting, unless the appeal is filed within 30 days of the meeting, in which case the Retirement Board may choose to review the appeal at the second meeting after the appeal has been filed. If special circumstances require a further extension, the Retirement Board will review your appeal at the third meeting after the appeal has been filed. The Retirement Board, or its designee, will notify you of the extension. The Retirement Board will notify you in writing of its final decision. Such notification will be provided within a reasonable period and will explain (1) the specific reasons for the decision, (2) the specific plan provisions upon which the denial is based (3) that you have the right to bring an action under Section 502(a) of ERISA. If the Retirement Board’s determination is favorable to the claimant, it shall be binding and conclusive. If the Retirement Board denies your appeal, it will be binding and conclusive. You may bring a civil action under Section 502(a) of ERISA in federal court, provided you file a lawsuit within the limitations period described in Section 10.11 of the Plan.

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47. Your Legal Rights - ERISA Enforcement As a participant in the Plan you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all plan participants shall be entitled to: Receive Information About Your Plan and Benefits •

•

•

Examine, without charge, at the Plan Administrator’s office, all documents governing the Plan, including insurance contracts (if any) and collective bargaining agreements and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration. Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including insurance contracts (if any) and collective bargaining agreements and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The Administrator may make a reasonable charge for the copies. Receive a summary of the Plan’s annual financial report (SAR). The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.

Prudent Actions by Plan Fiduciaries In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for operation of the employee benefit plan. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and Beneficiaries. No one, including your employer, your union, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA. Enforce Your Rights If your claim for a benefit 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 above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a Federal court. In such 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. In addition, if you disagree with the Plan’s decision or lack thereof concerning the qualified status of a domestic relations order, you may file suit in Federal court. If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. 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 if, for example, it finds your claim are frivolous. Assistance with Your Questions If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, of if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Pension and Welfare Benefit Administration, U. S. Department of Labor, 200 Constitution Avenue N.W., Washington, DC 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

48. Type of Plan

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The Plan consists of: a profit sharing plan with a cash or deferred feature which is intended to qualify under Section 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended; a leveraged employee stock ownership plan (“LESOP”) which is intended to qualify (as a stock bonus plan) under Sections 401(a) and 4875(e)(7) of the Internal Revenue Code of 1986, as amended, and consists of the assets of the combined Dow, Union Carbide Corporation and Rohm and Haas Company LESOPs; and an Employee Stock Ownership Plan which is the Dow Stock Fund.

49. 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 participants of the class action reside. This provision does not waive the requirement to exhaust administrative remedies before the filing of a lawsuit.

50. Dow’s Right to Amend, Modify or Terminate the Plan Dow reserves the right to amend, modify or terminate this Plan. The Code contains some limitations on amendments with respect to benefits to which you already are entitled. Such amendments will be made consistent with Code provisions.

51. Disposition of Plan Assets if Plan is Terminated In the event the Plan is terminated, or upon complete discontinuance of Contributions under the Plan, the net value of each Participant’s Account and LESOP Accounts, if applicable, shall continue to be fully vested in him or her. Upon termination of the LESOP, the Trustee shall sell any Company Stock held in the LESOP Suspense Account to Dow or shall convert any Company Stock (other than Common Stock) into Common Stock and sell such Common Stock to Dow or on the open market. The Trustee shall utilize such sale proceeds to pay any outstanding loans. Any proceeds remaining following repayment of all such loans shall be allocated to Participants' LESOP Accounts ratably in proportion to the value of each Participant's LESOP Accounts relative to the aggregate value of all Participants' LESOP Accounts, and shall be administered and/or distributed, as the case may be, pursuant to the terms of the Plan.

52. Assignment of Benefits For the protection of your interests and those of your dependents, your benefits under the Plan cannot be assigned and, to the extent permitted by law, are not subject to garnishment or attachment. You may, however divide Account balance in connection with a divorce pursuant to a QDRO. Your individual Account may be charged the reasonable fees and expenses related to your QDRO determination. If you contemplate dividing your benefits under a QDRO, contact the Plan Administrator for a copy of the Plan’s QDRO procedures.

53. Funding The Plan is funded with Employee Contributions and Company Contributions and investment earnings. Plan assets are held in The Dow Chemical Company Employees’ Savings Plan Trust (“Trust”). Plan benefits are paid from the Trust.

54. No PBGC Insurance The Plan is not eligible for insurance from the Pension Benefit Guaranty Corporation (PBGC). This is because the Plan does not promise any particular dollar amount of benefit. Instead, your benefit is whatever is in your vested Account.

55. A Final Note

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This SPD is a summary of the Plan as it exists. It is not intended to take the place of the Plan Document. In case of conflict between this summary and the Plan Document, the Plan Document will govern.

56. For More Information This SPD contains a thorough overview of the major points of the Plan, but it is not all-inclusive. If you have questions, call the Savings Plan Service Center or log on to NetBenefits. You may also request a copy of the Plan Document by calling the HR Service Center (877) 623-8079 or (989) 638-8757.

This document is the summary plan description for The Dow Chemical Company Employees’ Savings Plan. The document and the Plan do not constitute a contract of employment. Dow retains both the right to terminate your employment or otherwise deal with your employment as if this document and the Plan had never existed. Dow retains the right to amend any aspect of any Plan, to discontinue Contributions and to terminate the Plan at its sole discretion. The Plan is maintained pursuant to one or more collective bargaining agreements. For Hourly Employees, all provisions described herein may vary subject to your applicable collective bargaining agreement

57. Definitions Account: Each account under the Plan as adjusted for investment gain or loss and income or expense that the Company, or the Trustee on behalf of the Company, shall create and maintain for each Member. Appeals Administrator: The Retirement Board, except to the extent a different person, group of persons or entity is designated by the Plan Sponsor pursuant to the terms of the Plan Document. Associate Director of North America Benefits: The Associate Director of North America Benefits for The Dow Chemical Company. Base Annual Compensation: The annual base pay, excluding: overtime, bonuses, shift adders or other special pay under rules uniformly applicable to all Members similarly situated; except 1) in the case of Dow AgroSciences Employees employed at the Harbor Beach location, “Base Annual Compensation” includes shift pay hours that are coded as “plan contribution eligible”, 2) in the case of Union Carbide Hourly Employees employed at the Texas City location, “Base Annual Compensation” includes shift premiums and shift bonuses, and 3) in the case of Union Carbide Hourly Employees employed at the South Charleston, West Virginia location, “Base Annual Compensation” includes shift premiums and shift bonuses. Beneficiary: The person designated by the Member on the form provided by the Plan Administrator and submitted to the Plan Administrator. If the Member is married, the Beneficiary is the Spouse unless the Spouse provides written consent for another person to be designated as the Beneficiary. Cadre: A person who has been authorized by Dow Europe GmbH to participate in the Cadre Pension Plan and who earns compensation while on assignment in the U.S. Claims Administrator: Either the Initial Claims Reviewer or the Appeals Administrator, depending on the context in which the term is being used. Code: The U.S. Internal Revenue Code of 1986, as amended from time to time. Company: The Dow Chemical Company Contributions: Contributions made by either the Company or the Member to the Member’s Account.

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Disabled: A Member who is receiving a benefit because of a disability under a welfare benefit plan, as such term is defined under ERISA, sponsored by a Participating Employer and offered to a Participating Employer’s eligible employees that provides long term disability benefits. Domestic Partner: A person who is a member of a Domestic Partnership. Domestic Partnership: Two people claiming to be "domestic partners" who meet all of the following requirements of paragraph A, or all of 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 8. each of the two people have signed a statement acceptable to the Plan Administrator and have provided it to the Plan Administrator. B. 1. Evidence satisfactory to the Plan Administrator is provided that the two people are registered as domestic partners, or partners in a civil union in a state or municipality or country that legally recognizes such domestic partnerships or civil unions, and 2. each of the two people have signed a statement acceptable to the Plan Administrator and have provided it to the Plan Administrator. Dow: The Participating Employers in the Plan, including The Dow Chemical Company. “Dow” and “Participating Employers” have the same meaning and may be used interchangeably. Eligible Retirement Plan: An Eligible Retirement Plan is an Individual Retirement Account (“IRA”) described in Section 408(a) of the Code, an Individual Retirement Annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, or a Qualified Trust described in Section 401(a) of the Code. However, in the case of an eligible rollover distribution to the surviving Spouse or Domestic Partner, an Eligible Retirement Plan is an Individual Retirement Account or Individual Retirement Annuity. Notwithstanding the foregoing, effective January 1, 2002, an eligible retirement plan shall also mean an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan form this Plan. The definition of eligible retirement plan shall also apply in the case of a distribution to a surviving Spouse or Domestic Partner, or a Spouse or former Spouse who is the alternate payee under a QDRO. Eligibility Service: With respect to an Employee who is not a Full-Time or a Less-Than-Full-Time Employee, a year of Eligibility Service is a 12 month period during which the Employee earns at least 1,000 Hours of Service Employee Contributions: Pre-tax, Post-tax and/or Roth 401(k) Contributions. ESOP: Employee Stock Ownership Plan, which means the part of this Plan that is intended to qualify as an employee stock ownership plan under Section 4975(e)(7) of the Code, and consists of two components (i) for any period that the Plan is leveraged, the leveraged employee stock ownership plan or LESOP and (ii) the Dow Stock Fund.

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Fidelity: Fidelity Management Trust Company. Fidelity is the trustee of the Dow Employees’ Saving Plan Trust. Fidelity is also the recordkeeper for the Plan, and provides administrative services to the Plan. Full-Time Employee: An Employee classified by the Dow as having “full-time” status. Fund: Any of the investment funds offered under the Plan. Hour of Service: Each hour (counting each overtime hour as one hour) that an Employee is entitled to payment for performance of services, payment for vacation time, holiday, illness, incapacity, layoff, jury duty, military duty or leave of absence (excluding time paid for workers compensation) and any back pay. Hourly Employee: An Employee who is represented by a collective bargaining agreement, which agreement provides for benefits under the Plan Initial Claims Reviewer: The North America Pension Leader, except to the extent a different person, group of persons or entity is designated by the Plan Sponsor pursuant to the terms of the Plan Document. Investment Committee: The Investment Committee as defined in the Plan Document, Investment Fiduciaries: The Investment Committee, as defined in the Plan Document, and each other person, group of persons, or entity as may be designated by the Plan Sponsor in accordance with the Plan Document. The “Investment Fiduciary” also means the Trustee or an Investment Manager to the extent such Trustee or Investment Manager exercises discretionary authority with respect to control, management and disposition of the assets of the Plan. IRS: The U.S. Internal Revenue Service. Less-Than-Full-Time Employee: An Employee classified by the Dow as having “less-than-full-time” status. Legacy ROH Employee: An individual who was an employee of Rohm and Haas Company or any of its wholly-owned U.S. Subsidiaries both (i) immediately prior to April 1, 2009, and (ii) on April 1, 2009. Company Mandatory Contribution: For a period of time prior to January 1, 2008, the Company provided a 1% contribution to certain eligible Salaried and Hourly Employees, regardless of whether they made an Employee Contribution to the Plan. This Company Contribution usually was funded by LESOP shares released from suspense accounts and was placed in the Dow Stock Fund, Dow ESOP Fund (later renamed “Dow Heritage ESOP Fund”), or UCC Heritage ESOP Fund, at the Company’s discretion. Employees may divest their Dow stock in these Accounts at any time and elect one of the other investment options available to them under the Plan. As of January 1, 2008, the Company no longer provides the 1% contribution. See the section entitled “Dow’s Contributions to the Plan” for a description of the Company match as of January 1, 2008. Member: Any person with an Account balance. MRD: Minimum Required Distribution, required under the Internal Revenue Code. NetBenefits: A website sponsored and maintained by Fidelity, which can be accessed at www.netbenefits.com. NetBenefits provides information about the Dow Employees’ Savings Plan. Members may access information about their individual accounts. North America Pension Leader: The North America Pension Leader for The Dow Chemical Company NYSE: New York Stock Exchange. Participating Employers: The Dow Chemical Company, and any other corporation or business entity which the Company authorizes to participate in the Plan with respect to its Employees. “Dow” and “Participating Employers” have the same meaning and may be used interchangeably. Participating Employers are listed in Appendix F. Plan: The Dow Chemical Company Employees’ Savings Plan.

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Plan Administrator: Each of the Vice President of Compensation and Benefits for The Dow Chemical Company, the Associate Director of North America Benefits for The Dow Chemical Company, the U.S. Pension Plan Leader for The Dow Chemical Company, and such other person, group of persons or entity which may be designated by the Plan Sponsor in accordance with the procedures set forth the Plan Document. Plan Document: The plan document for The Dow Chemical Company Employees’ Savings Plan. Plan Sponsor: The Dow Chemical Company. Plan Year: Plan Year shall mean the calendar year. Post-doctorate: A person who participates in a post-doctoral program. Post-tax option: An eligible Employee may elect to contribute post-tax Contributions to the Plan under the Post-tax option. The Post-tax option is separate and distinct from the Roth 401(k) option. The Post-tax option is not subject to the same requirements of the Roth 401(k) option. Post-tax Contribution: A Post-tax Contribution is a Contribution made by an eligible Employee out of “after-tax” income through payroll deduction pursuant to Plan provisions. That is, the contribution to the Plan does not reduce the amount of your compensation that is taxable. The Post-tax Contribution is not subject to the requirements of the Roth 401(k) option. Pre-tax Contribution: A Pre-tax Contribution is a Contribution made by an eligible Employee out of “pre-tax” income through payroll deduction pursuant to Plan provisions. That is, the contribution to the Plan generally does reduce the amount of your compensation that is taxable. QDRO: A Qualified Domestic Relations Order. A Qualified Domestic Relations Order is a court order that meets certain legal requirements that creates or recognizes an alternate payee’s (e.g. Spouse, former Spouse, and child) right to part or all of your Plan benefits. Retiree: Except for Rohm and Haas Company Employees, a Retiree is an Employee who is age 65 or older, or is age 50 or older with at least 10 years of Eligibility Service (or 10 years of Service in the case of a Full-Time Employee) who terminates employment with all Participating Employers and Commonly Controlled Entities. With respect to Rohm and Haas Company Employees, a Retiree is an Employee who is age 55 or older who terminates employment with all Participating Employers and Commonly Controlled Entities. Retirement Board: The Dow Chemical Company Retirement Board. Service: With respect to any full-time Employee, generally, the number of years (including fractional portions) elapsed since the first date for which the Employee was paid or entitled to payment for performance of duties. Roth 401(k) option: The Roth 401(k) option is one of the options available under the Plan, in which eligible Employees may contribute after-tax Contributions to the Plan. The Roth 401(k) option must meet the requirements of the Plan. Roth 401(k) Contribution: The Roth 401(k) Contribution is an after-tax Contribution, and is subject to the requirements of the Roth 401(k) option. Salaried Employee: An Employee who is not represented by a collective bargaining unit. SPD: Summary Plan Description for the Dow Employees’ Savings Plan, which is updated from time to time. Spouse: An Employee’s legal spouse of the opposite sex on the earlier of the date that the Employee dies or receives a distribution. Student: A person who participates in a student employment program. Temporary Employee: An Employee who is classified by Dow as a having “temporary” status.

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Trust: The Dow Chemical Company Employees’ Savings Plan Trust. Trustee: Fidelity Management Trust Company. UCC: Union Carbide Corporation. Vice President of Compensation and Benefits: The Vice President of Compensation and Benefits for The Dow Chemical Company.

58. ERISA Information The Dow Chemical Company Employees’ Savings Plan (A Profit Sharing Plan Incorporating and Employee Stock Ownership Plan [ESOP]) Plan Sponsor

Plan Administrator

Employer Identification Number: Plan Number: To Apply for a Benefit, Contact: To Appeal a Benefit Determination Contact:

To Serve Legal Process, File With:

To Obtain Further Information on the Plan, Contact:

The Dow Chemical Company 2030 Dow Center Midland, Michigan 48674 North America Pension Leader The Dow Chemical Company Employee Development Center Midland, Michigan 48674 1-877-623-8079 38-1285128 002 The Dow Chemical Company Savings Plan Service Center 1-877-440-4015 Retirement Board The Dow Employees’ Savings Plan, In Care of Manager, Dow Benefits Center Employee Development Center Midland, Michigan 48674 The Dow Chemical Company In Care of Legal Department 2030 Dow Center Midland, Michigan 48674 Service of legal process may also be made upon a plan trustee or plan administrator. The Dow Chemical Company Savings Plan Service Center 82 Devonshire Street Boston, Massachusetts 02109 or, The Dow Chemical Company Compensation and Benefits

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Trustee:

Plan Year: Funding:

Employee Development Center Midland, Michigan 48674 Fidelity Management Trust Company 82 Devonshire Street Boston, Massachusetts 02109 The Plan’s fiscal records are kept on a plan year beginning January 1 and ending December 31. The Plan is funded with Employee Contributions and Company Contributions. Plan assets are held in The Dow Chemical Company Employees’ Savings Plan Trust. The Company reserves the right to charge administrative costs to the Plan and/or Plan participants.

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APPENDIX A Special Information For Puerto Rico Employees from Supplement E of the Plan Document (January 2011) This Addendum summarizes the implications of The Dow Chemical Company Employees’ Savings Plan, including the provisions of Supplement E of the Plan, with respect to the Puerto Rico-based payroll employees (Supplement E Participants) of The Dow Chemical Company and its subsidiaries and/or affiliates (Company). In addition, the Plan is intended to comply with Sections 401(a) and (k) of the United States Internal Revenue Code of 1986, as amended (US Code), and the Plan, including Supplement E, is also intended to comply with the requirements of Sections 1081.01(a) and (d) of the Internal Revenue Code for a New Puerto Rico (PR Code), with respect to Supplement E Participants. Effect on Other Benefits. Your Contributions made through deferrals (pre-tax Contributions) reduce your income and you may, therefore, accrue reduced state payroll-based benefits as a result of such Contributions. Your pre-tax Contributions are, however, considered wages for purposes of the federal social security tax (FICA) and therefore such Contributions will not affect your benefits under federal social security and you will be subject to the same social security tax regardless of whether or not wages are deferred and contributed on pre-tax basis. Your pre-tax Contributions also will not affect your compensation for purposes of determining other payroll-based benefits. Discrimination Tests. The PR Code and the US Code provide for discrimination tests that are designed to ensure that employees at all pay levels benefit on an equitable basis with respect to participation in pre-tax Contributions under the Plan. If any one of the tests is not met, then certain highly compensated Participants may be restricted as to the amounts of Contributions that can be made into the Plan on a pre-tax basis during a Plan Year, and certain amounts may be refunded or treated as after-tax Contributions for Puerto Rico income tax purposes. Employee Retirement Income Security Act of 1974, as Amended (ERISA). The Plan is subject to those provisions of ERISA, which are applicable to “defined Contribution plans.” The provisions of Title I of ERISA applicable to other types of plans, such as “defined benefit plans,” are not applicable to this Plan and will not be applicable to you. Questions Concerning the Plan. If you have any questions regarding the Plan, you should contact The Dow Chemical Company Savings Plan Service Center.

CERTAIN TAX MATTERS In view of the individual nature of tax consequences, you (which, for purposes of this discussion, generally include you and other Plan Distributees) are urged to consult your own tax advisor as to the specific tax consequences to you. Because it is not feasible to set forth all of the complex tax rules that could apply to all possible situations, the statements which follow present only a general outline of possible Puerto Rico and Federal income tax consequences which may occur from participation in the Plan by a Supplement E Participant who is a bona fide resident of Puerto Rico at the time the services are rendered in Puerto Rico and at the time the distribution is received from the Plan and Trust.

CERTAIN PUERTO RICO INCOME TAX MATTERS General The Plan is maintained as a qualified plan under Sections 1081.01(a) and 1081.01(d) of the PR Code. Accordingly, under present law, regulations and interpretations, participation in the Plan by Supplement E Participants should have the following Puerto Rico income tax consequences.

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Contributions Your pre-tax Contributions reduce your taxable income and as such are not subject to taxation until the year received. The earnings attributable to your pre-tax Contributions are also exempt from taxation until the taxable year in which they are withdrawn by or distributed to you. Pre-tax Contributions which exceed $10,000 are included in your gross income for such year. As reflected in the Summary Plan Description, you can also save on an after-tax basis in the Plan (After-Tax Contributions). If you exceed the applicable PR Code limitation for pre-tax Contributions in any year because you contributed to more than one Retirement plan or PR-IRA, you must notify the Plan Administrator by March 1 of the following year of the amount of excess pre-tax Contributions allocated to the Plan. Effective for taxable years beginning on January 1, 2011, the PR Code provides the dollar limitation on pre-tax contributions to be $12,000 (year 2012) and $15,000 (year 2013 and thereafter). That is, pre-tax contributions for year after 2011 will only be limited to the applicable dollar limit and any percentage limitation imposed by the terms of the plan. Although your After-Tax Contributions do not reduce your taxable income and are subject to taxation in the year earned, the earnings attributable to your After-Tax Contributions are also exempt from taxation until the taxable year in which they are withdrawn by or distributed to you. After-Tax Contributions which are not matched by the Company may not exceed 10 percent of your annual compensation. The Annual Addition Limit In addition to the Plan limits, for taxable year beginning after January 1, 2012, you cannot contribute more than the Annual Addition Limit set by the PR Code under Section 1081.01(a)(11)(B) of the PR Code. For 2011 and until the PR Code is amended, the Annual Addition Limit is the lesser of 100 percent of your total compensation or $49,000. The total amount that may be allocated to your account in 2011 in the form of all your Pre-tax, Post-tax Contributions plus all of Dow’s Matching Contributions for the Plan Year may not exceed the Annual Addition Limit. Withdrawals While Employed A withdrawal of earnings credited to your Accounts, a withdrawal of your pre-tax Contributions and any other withdrawal of employer Contributions will be subject to Puerto Rico income taxes, and may be subject to Puerto Rico withholding. Withdrawals of your After-Tax Contributions (excluding earnings thereon) are not subject to Puerto Rico income taxes. You will receive a Puerto Rico Department of the Treasury (PR Treasury) Form 480.7C at the end of the year reflecting any taxable amount withdrawn during the year. You will be liable for Puerto Rico income taxes on this amount. Loan If you do not pay your loan, if any, in full when it is due and payable, the taxable portion of the unpaid loan balance, plus any accrued interest, will be reported to the PR Treasury as ordinary income for the year. You will receive a PR Treasury Form 480.6A at the end of the year for the unpaid loan balance. You will be liable for Puerto Rico income taxes on this amount. Distribution Upon Termination of Employment Lump-Sum Distribution. If you receive a total distribution of your Accounts within a single taxable year (lump-sum distribution) on Account of your separation from service, the taxable portion of the distribution will be taxable as a long-term capital gain, currently at a maximum rate of tax of 20 percent. Distribution in Installment Payments. When you receive a Plan distribution in installment payments for a period of time in excess of one taxable year, the amount of cash distributed will be taxable as provided by the PR Code’s “3 percent Rule.” Under the 3 percent Rule, the taxable portion of any distribution is an amount equal to 3 percent of your After-Tax Contributions Account, if any, which have not been previously distributed. The remaining balance of the distribution is excluded from gross income and not taxable, until the full amount of your After-Tax Contributions Account are subject to tax. If the distribution does not include any After-Tax Contributions, you must include in your gross income the total amount of the distribution. The taxable portion of the distribution will be included in your gross income in the year of the withdrawal and will be taxed as ordinary income. Nonetheless, amounts distributed in installment payments for a period of time in excess of one taxable year will be excluded from your gross income up to a maximum of

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$11,000 per year if you are under 60 years of age and $15,000 per year if you are 60 years of age or older at the end of the taxable year when you receive the distribution. Income Tax Withholding. If you do not elect a direct rollover of the entire distribution, as described below, a lump-sum distribution on Account of separation from service will generally be subject to a 20 percent Puerto Rico income tax withholding and partial distributions, including periodic payments and annuities made after you separate from service and permitted withdrawals made before separation from service will generally be subject to a 10% Puerto Rico income tax withholding on the amount distributed in excess of the amount contributed by you to the Plan that has been taxed to you. Currently any distribution in the form of periodic payment or annuities made after separation of service in excess of $19,500 ($23,500 for Participants who have attained age 60 at the end of the taxable year) will be subject to the 10% withholding in the amount which exceeds the amount contributed by you which has been tax to you. The amount withheld will be deposited with the PR Treasury. You will receive a PR Treasury Form 480.7C at the end of the year reflecting the taxable amount of the distribution and the income taxes withheld therein. You may claim an income tax credit against your income taxes for that year for the amount withheld.

Company Stock Distribution. If your distribution includes shares of The Dow Chemical Company stock, you will not be taxed on the distribution until future disposition of the stock. Your tax basis for the stock will generally be zero (unless unused after-tax contributions remain). Rollovers. Puerto Rico taxation on total or partial distributions received may be deferred to the extent the entire amount received is transferred within 60 days after receipt to another Puerto Rico qualified pension plan or a PR-IRA. Note that in order to be entitled to the deferral of Puerto Rico income taxation, you have to rollover the entire Plan distribution, including any Puerto Rico or Federal income tax withheld. This means that if a direct rollover to a PR-IRA or Puerto Rico qualified Plan is not elected, you will be required to obtain funds from other sources (e.g., your savings, a loan, etc.) in order to replace the 20 percent tax or the 10% withheld in Puerto Rico, as applicable, as described above and the 20 percent mandatory tax withheld on the earnings component of the distribution for Federal tax purposes, as described below. However, for a rollover to a nondeductible IRA (i.e. Roth IRA), only the net proceeds need to be rolled over. In the case of a direct rollover to a PR-IRA or to another Puerto Rico qualified plan not qualified under the US Code, you will be required to obtain funds from other sources in order to replace the 20 percent Federal tax withheld on the earnings component of the distribution.

CERTAIN UNITED STATES FEDERAL INCOME TAX MATTERS As mentioned above, the Plan is intended to operate as a qualified plan under Sections 401(a) and (k) of the US Code. Subject to certain limitations described above, qualification of the Plan means that your pre-tax Contributions and any Company Contributions are not subject to Federal income tax while maintained in the plan. However, due to the fact that the trust under the Plan is located in the United States, the portion of a Plan distribution attributable to the earnings and profits obtained by the trust investments are considered income from United States sources and may be subject to Federal income taxes. In addition, only the earnings component of your Plan distribution (assuming you work entirely in Puerto Rico), which will be includible in your gross income for Federal income tax purposes, is eligible to be rolled-over to an Individual Retirement Account qualified under the US Code (US-IRA) or to another eligible employer plan qualified under the US Code. To the extent the portion of a Plan distribution attributable to earnings and profits obtained by the trust investments are not rolled-over to a US-IRA or a plan qualified in the United States, such lump sum distributions will also be subject to a mandatory 20 percent United States withholding tax. Note that US-IRAs will never comply with the qualification requirements imposed by the PR Code, therefore, you can only defer Federal and Puerto Rico taxation by rolling over the entire amount of the Plan distribution to a plan that is qualified under both the US Code and the PR Code.

NEED TO CONSULT INDIVIDUAL TAX ADVISOR The tax consequences described above are stated in general terms only. Further, neither the Company, the Plan Administrator nor any other party associated with the Plan can or will provide any tax advice. Consequently, you and your beneficiaries should consult with your own tax advisor with respect to all Federal, Puerto Rico and state tax consequences of Plan withdrawals and distributions, including without limitation, Federal, Puerto Rico and estate tax consequences of Plan distributions made as a result of your death.

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IRS CIRCULAR 230 DISCLOSURE: TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE INTERNAL REVENUE SERVICE, WE INFORM YOU THAT ANY TAX ADVICE CONTAINED IN THIS COMMUNICATION (INCLUDING ANY ATTACHMENTS) WAS NOT INENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF (I) AVOIDING PENALTIES UNDER TH EINTERNAL REVENUE CODE OR (II) PROMOTING, MARKETING, OR RECOMMENDING TO ANOTHER PARTY ANY TRANSACTION OR MATTER ADDRESSED HEREIN.

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APPENDIX B Investment Options (as of 09/30/11) U.S. Treasury Money Market Fund. This Fund invests in money market securities backed by the full faith and credit of the U.S. government. The Fund will primarily invest in short-term U.S. Treasury obligations and repurchase agreements collateralized by U.S. Treasury obligations. It may also invest in other securities guaranteed by the U.S. government and in repurchase agreements collateralized by such securities. The Fund may establish and maintain reserves to meet liquidity needs or for other purposes. The Fund is managed to maintain a stable price. An investment in the Fund is neither insured nor guaranteed by the U.S. government and there is no assurance the Fund will be able to maintain a stable share price. This Fund can be considered to be the most conservative investment option in the Plan. The tradeoff for the lower investment risk is the potential for a lower return.

Interest Income Fund. This Fund contains a diversified portfolio of investment contracts negotiated with insurance companies, banks, and other financial institutions backed by high-grade fixed income assets. The contract issuer provides a "wrap" of the underlying assets, which allows payment of benefits, if needed, at contract value (cost plus interest) under certain conditions. Investment contracts may not provide book value coverage for redemptions following certain plan-level actions such as plan termination, or bankruptcy, or bankruptcy of the plan sponsor. In some instances, the Plan will have title to the underlying assets, which are held in a custodial account. In others, the assets may be held through ownership of units of a fund or trust. The crediting rate of these investments is based on the underlying asset returns; however, the actual return is spread over the life of the contract with the goal of producing a stable return. Additionally, the Fund utilizes traditional investment contracts issued by insurance companies that contract to return the invested amount plus a rate of interest at a designated future date. The quality of this promise is based on the financial condition of the contract issuer. This Fund can be considered to be one of the most conservative investment options in the Plan because it is designed to minimize principal value fluctuations. The tradeoff for lower investment risk is the potential for a lower return. As new investments are made and older investments are replaced at maturity, the average credited rate will change. The actual credited rate is the average dollar-weighted yield of all investments, which vary in maturity. In general, the credited rate will move toward current investment rates. The magnitude of the change depends on current rates and the amount of the portfolio being reinvested. The investments held in the Fund are not guaranteed by The Dow Chemical Company, the manager, nor guaranteed or insured by the U.S. government.

PIMCO Total Return Fund - Institutional Class. This mutual Fund invests in all types of bonds, including U.S. Government, corporate, mortgage, and foreign. While the Fund maintains an average portfolio duration of three to six years (approximately equal to an average maturity of five to twelve years), investments may also include short- and long-maturity bonds. Duration estimates how much a bond’s price fluctuates with changes in comparable interest rates. Other factors can also influence a bond fund’s performance and share price. In general, the bond market is volatile; bond prices rise when interest rates fall, and vice versa. This effect is usually more pronounced for longer-term securities. Share price, yield and return will vary.

Vanguard Total Bond Market Index Fund – Institutional Plus Shares. This index mutual Fund attempts to track the performance of the Barclays Capital Aggregate Bond Index, which is a widely recognized measure of the entire taxable U.S. bond market. Because it is not practical or cost-effective to own every security in the index, the Fund invests in a large sampling that matches key characteristics of the index (such as market-sector weightings, coupon interest rates, credit quality, and maturity). Fixed income investments risks include interest rate risk (as interest rates rise bond prices usually fall), the risk of issuer default and inflation risk. Share price, yield and return will vary.

Vanguard Long-Term Treasury Fund - Admiral Shares. This mutual Fund invests at least 80% of its assets in U.S. Treasury securities, which include bills, bonds, and notes issued by the U. S. Treasury. The Fund is expected to maintain a dollar-weighted average maturity of 15 to 30 years. Share price, yield and return will vary.

T. Rowe Price Institutional High Yield Fund. This mutual Fund primarily invests at least 80% of its total assets in a diversified portfolio of high-yield corporate, or “junk”, bonds, income-producing convertible securities and preferred stocks. The Fund may invest in lower-quality securities that generally offer higher-yields, but also carry more risk of default or price changes due to potential changes in the credit quality of the issuer. In addition, bond funds entail

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interest rate risk (as interest rates rise bond prices usually fall and vice versa). This effect is usually more pronounced for longer-term securities. The dollar-weighted average maturity generally is expected to be in the six- to ten-year range. This Fund carries a short-term trading fee, which is charged to discourage short-term buying and selling of Fund shares. There is a short-term trading fee of 2% for shares sold within 90 days of purchase. Share price, yield and return will vary.

PIMCO Real Return Fund - Institutional Class. This mutual Fund typically invests at least 80% of its assets in inflation-indexed bonds of varying maturities issued by the U.S. and non-U.S. governments, their agencies, and corporations. The Fund may also invest 10%of its total assets in high-yield securities (“junk bonds”) rated B or higher by Moody’s or S&P or, if unrated, determined by PIMCO to be of comparable quality. The Fund may also invest up to 30% of its assets in securities denominated in foreign currencies. The Fund may invest 10% of its total assets in emerging market countries. The Fund may invest all of its assets in derivative instruments, such as options, futures contracts or swap agreements or in mortgage- or asset-backed securities. Investments in mortgage securities are subject to prepayment risk, which can limit the potential for gain during a declining interest rate environment and increase the potential for loss in a rising interest rate environment. Lower-quality debt securities involve greater risk of default or price changes due to potential changes in the credit quality of the issuer. Foreign investments, especially those in emerging markets, involve greater risk and may offer greater potential returns than U.S. investments. This risk includes political and economic uncertainties of foreign countries, as well as the risk of currency fluctuations. Share price, yield, and return will vary.

BlackRock LifePath Funds. Each of the LifePath portfolios is invested in multiple asset classes in the U.S. and abroad. Each portfolio seeks to produce competitive returns over a set period of time while aiming to minimize risk utilizing a combination of all or some of the following investments: stocks, bonds, real estate investment trusts (REITs), Treasury inflation-protection securities (TIPS), and money market investments. As time passes, a team of investment managers at BlackRock gradually shifts the investment mix from a greater concentration of higher-risk investments (namely stock funds, REITs, and commodities) to a greater concentration of lower-risk investments (bond funds, TIPS, and money market instruments). The names of the LifePath Funds are based on the approximate year when investors will most likely start to draw interest and/or principal out of his or her investment portfolio. Selecting the right portfolio is a simple matter of finding the portfolio whose name is closest to when you expect to Retire. So, for example investors who expect to Retire in 2020 would probably choose the LifePath 2020 J Fund. The LifePath Retirement J Fund is for investors who are very close to Retiring (or already Retired). That is the one portfolio that doesn’t change over time – it maintains a lower level of risk that the portfolio managers feel is suitable for investors in Retirement. These are the BlackRock LifePath Funds that are available: BlackRock LifePath 2015 J Fund BlackRock LifePath 2020 J Fund BlackRock LifePath 2025 J Fund BlackRock LifePath 2030 J Fund BlackRock LifePath 2035 J Fund BlackRock LifePath 2040 J Fund BlackRock LifePath 2045 J Fund BlackRock LifePath 2050 J Fund BlackRock LifePath Retirement J Fund

Vanguard Convertible Securities Fund. This mutual Fund invests mainly in convertible securities (corporate bonds and preferred stocks that can be converted to common stocks). Convertible securities tend to have credit ratings that are below investment grade. These investments may provide greater potential for higher earnings, but they also have a higher risk of failure to repay principal or interest payments and some may be in default. This Fund carries a short-term trading fee, which is charged to discourage short-term buying and selling of Fund shares. There is a short-term trading fee of 1% for shares held less than one year. Share price and return will vary.

Vanguard Windsor II Fund - Admiral Shares. This Fund invests primarily in large- and mid-capitalization companies whose stocks are considered by the Fund’s advisors to be undervalued. The fund achieves diversification through a multi-manager structure, including both fundamental and quantitative styles. The advisors work independently, each employing their own process and strategy. While the six advisors have individual styles, the overall fund focuses on

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stocks with below-average price-to-earnings ratios, above-average yields, and solid relative-return potential. Share price and return will vary.

Vanguard Selected Value Fund - Investor Shares. This mutual Fund invests in stocks of medium-sized U.S. companies. The Fund uses a “value” approach, emphasizing companies with relatively low price/earnings ratios, reasonable financial strength, and strong cash flows. Investments in mid-sized companies may involve greater risks than those in larger, better known companies, but may be less volatile than investments in smaller companies. This Fund carries a short-term trading fee, which is charged to discourage short-term buying and selling of Fund shares. There is a shortterm trading fee of 1% for shares held less than one year. Share price and return will vary.

S&P 500 Index Fund. This index Fund employs a “passive management” - or indexing - investment approach designed to track the performance of the S&P 500 Index, a widely recognized benchmark of U.S. stock market performance that is dominated by the stocks of large U.S. companies. The Fund attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the index, holding each stock in approximately the same proportion as its weighting within the index. Share price and return will vary. U.S. Large Cap Blend Fund. This Fund is not a mutual fund. The Fund currently uses five investment managers to create a portfolio primarily invested in the common stock of larger, well-managed US corporations. The five investment managers were selected based on their complementary investment styles and processes. The five investment managers’ and strategies are as follows: Alliance Bernstein Strategic Value – this fund’s investment universe includes large cap companies drawn from S&P 500 and Russell 1000 Value indices. The investment process focuses on fundamental analysis. A multiyear financial forecast is developed for each company, from which a fair value is calculated. Stocks with the highest potential expected returns are then selected. Wellington Core Value – this fund invests in high-quality companies in temporarily out-of-favor industries. Investment process seeks to identify companies with a comparatively low risk profile, strong management and financial performance, in addition to industry leadership. All selected companies are ranked on the basis of upside potential relative to downside risk, and those with a relatively high ratio are purchased. TCW Select Equities – this fund seeks to invest in quality growth companies with identifiable competitive advantages such as operational efficiency or product differentiation. Emphasizes leading companies with scalable business models in industries likely to experience significant growth. Wellington Growth – this fund seeks to identify companies that have sustainable growth, superior business models and a proven ability to generate high returns on capital. The investment process is focused on fundamental analysis to identify growth catalysts early. T. Rowe Price Structured Research Strategy - this fund is constructed sector and industry neutral to benchmark. Companies are ranked within their respective sectors from 1(Strong Buy) to 5 (Strong Sell) based on in-depth assessment of the companies’ business models, market position, management quality, financial strength and valuation. The higher ranked stocks are considered for inclusion in the portfolio. The weight of each manager in the Fund is determined and rebalanced periodically such that the U.S. Large Cap Equity Blend Fund does not have a significant bias towards either value or growth. The Fund is well-diversified across sectors and turnover is expected to be low to moderate. The Fund may occasionally invest in stocks of foreign issuers. Unit price and return will vary.

Fidelity Low-Priced Stock Fund Class K. This mutual Fund primarily invests at least 80% of its assets in lowpriced stocks (those priced at or below $35 per share), which can lead to investments in small and medium-sized companies. The Fund may potentially invest in stocks not considered low-priced. Investments in smaller companies may involve greater risk than those in larger, more well-known companies. The Fund may invest in securities of domestic and foreign issuers. This Fund may invest in “growth” or “value” stocks, or both, This Fund carries a short-term trading fee, which is charged to discourage short-term buying and selling of Fund shares. If you sell any of your shares after holding

43

them for less than 90 days, the Fund will deduct a short-term trading fee from your Account equal to 1.5% of the value of the shares you sold. Share price and return will vary.

Vanguard Extended Market Index Fund - Institutional Shares. This index mutual Fund employs a “passive management” – or indexing – investment approach designed to track the performance of the Standard & Poor’s Completion Index, a broadly diversified index of stocks of small and medium-size U.S. companies. The Standard & Poor’s Completion Index contains all of the U.S. common stocks regularly traded on the New York and American Stock Exchanges, and the Nasdaq over-the-counter market, except those stocks included in the Standard & Poor’s 500 Index. The Fund invests all, or substantially all, of its assets in stocks of its target index, with nearly 80% of its assets invested in the 1,200 largest stocks in its target index (covering nearly 80% of the index’s total market capitalization), and the rest of its assets in a representative sample of the remaining stocks. Investments in smaller companies may involve more risk than those in larger, more well-known companies. Share price and return will vary.

Neuberger Berman Genesis Fund - Institutional Class. This mutual Fund primarily invests in common stocks of small cap companies (those with market capitalizations of up to $1.5 billion at the time of investment), using the valueoriented investment approach. The Fund looks for growth potential by investing in strong companies with solid performance histories and proven management. The Fund diversifies among many companies and industries to help reduce risk. Investments in smaller companies may involve greater risk than those in larger, better-known companies. Share price and return will vary.

Fidelity Contrafund Class K. This mutual Fund primarily invests in common stocks. The Fund may invest in securities of domestic and foreign issuers whose value the Fund’s manager believes is not fully recognized by the public. The Fund may invest in “growth” or “value” stocks, or both. Share price and return will vary.

Fidelity Growth Company Fund Class K. This mutual Fund primarily invests in common stocks. The Fund invests in companies that the manager believes have above-average growth potential. The Fund may invest in securities of domestic and foreign issuers. Share price and return will vary.

T. Rowe Price Mid-Cap Growth Fund Institutional. This mutual Fund primarily invests in mid-cap stocks offering the potential for above-average earnings growth. The Fund invests at least 80% of the Fund’s net assets in a diversified portfolio of common stocks of mid-cap companies whose earnings T. Rowe Price expects to grow at a faster rate than the average company. Investments in mid-sized companies may involve greater risks than those of larger, more well-known companies, but may be less volatile than investments in smaller companies. Share price and return will vary.

Small Cap Index Fund. This Fund is not a mutual fund. The Fund uses a passive investment manager to provide broad exposure to small-cap companies in the United States.

BlackRock Russell 2000 Index Fund – This index fund employs a “passive management” – or indexing – investment approach and it seeks to match the performance of the Russell 2000 Index by investing in a diversified sample of the stocks that make up the index. The Russell 2000 Index is an unmanaged market capitalization-weighted index of 2,000 small company stocks of U.S. domiciled companies. Small companies are subject to the normal risks associated with investment in equity markets, but due to their size, relative immaturity, low stock market liquidity, and other factors, they exhibit higher price volatility. Historically, small companies have produced superior returns relative to large stocks, but history is no guarantee of future returns. The population of smaller companies includes companies with high earnings growth, participation in dynamic segments of the economy, and companies on the leading edge of new products and services. However, some of these companies fail to realize their forecasted potential, while others become successful large companies. Share price and return will vary.

44

Fidelity Diversified International Fund Class K. This mutual Fund primarily invests in common stocks of foreign companies. Foreign investments, especially those in emerging markets, involve greater risk and may offer greater potential returns than U.S. investments. This risk includes the political and economic uncertainties of foreign countries, as well as the risk of currency fluctuations. This Fund carries a short-term trading fee, which is charged to discourage shortterm buying and selling of Fund shares. If you sell your shares after holding them for less than 30 days, the Fund will deduct a short-term trading fee from your Account equal to 1% of the value of the shares you sold. Share price and return will vary.

Vanguard Developed Markets Index Fund – Institutional Shares. This index mutual Fund employs a “passively managed” – or index – investment approach. The Fund seeks to track the performance of the MSCI EAFE Index by investing in two Vanguard funds – the European Stock Index Fund and the Pacific Stock Index Fund. These funds have the respective objectives of tracking the MSCI Europe Index and the MSCI Pacific Free index, which together make up the MSCI EAFE Index. The Fund allocates all, or substantially all, of its assets between the European Stock Index Fund and the Pacific Stock Index Fund based on the market capitalization of European and Pacific stocks in the MSCI EAFE Index. The MSCI EAFE Index includes more than 1,000 common stocks of companies located in Europe, Australia, Asia and the Far East. Foreign investments involve greater risks and may offer greater potential returns than U.S. investments. These risks include political and economic uncertainties of foreign countries, as well as the risks of currency fluctuations. This Fund carries a short-term trading fee, which is charged to discourage short-term buying and selling of Fund shares. There is a short-term trading fee of 2% for shares held less than two months. Share price and return will vary.

Vanguard Global Equity Fund – Investor Shares. This mutual Fund invests in U.S. and foreign stocks that the manager believes offer attractive prospects for total return. Investments may be in both developed and developing markets. Foreign investments, especially in emerging (developing) markets, involve greater risk and may offer greater potential returns than U.S. investments. These risks include political and economic uncertainties of foreign countries, as well as the risk of currency fluctuations. Share price and return will vary.

Emerging Markets Index Fund. This Fund is not a mutual fund. The Fund employs a "passive management" or indexing - investment approach designed to track the performance of the MSCI Emerging Markets Index and to deliver a high quality and cost-effective index-based investment solution. In the case where access to locally listed securities is restricted for whatever reason, the fund purchases the ADR/GDR equivalent, where available. The fund is expected to have an annualized tracking error relative to the MSCI Emerging Markets Index of 30-40 basis points. Foreign investments, especially those in emerging markets, involve greater risk and may offer greater potential returns than U.S. investments. This risk includes political and economic uncertainties of foreign countries, as well as the risk of currency fluctuation. Unit price and return will vary.

American Century Real Estate Fund - Institutional Class. This mutual Fund primarily invests at least 80% of its assets in equity securities issued by real estate investment trusts (REITs) and companies engaged in the real estate industry. Due to the sector focus of this fund, it may experience greater volatility than funds with a broader investment strategy. It is not intended to serve as a complete investment program by itself. Understanding inherent risks such as interest rate fluctuation, credit risk and economic conditions is important when considering an investment in real estate. Share price and return will vary.

PIMCO Commodity Real Return Strategy Fund - Institutional Class. This mutual Fund seeks to achieve its investment objective by investing under normal circumstances in commodity-linked derivative instruments backed by a portfolio of inflation-indexed securities and other Fixed Income Instruments. The Fund may invest in commodity-linked derivative instruments, including swap agreements, commodity options, futures, options on futures and commodity-linked notes. The value of commodity-linked derivative instruments may be affected by overall market movements and other factors affecting the value of a particular industry or commodity, such as weather, disease, embargoes, or political and regulatory developments. The Fund may also invest in common and preferred stocks as well as convertible securities of issuers in commodity-related industries. The commodity linked derivatives capture the price return of the commodity futures market, while PIMCO’s active management of the fixed income assets seeks to add incremental return above those markets, along with additional inflation hedging. Share price and return will vary.

45

Dow Stock Fund. This Fund pools your money with that of other employees to buy shares of The Dow Chemical Company and an amount of short-term investments designed to allow you to buy or sell without the usual trade settlement period for individual stock transactions. Your ownership is measured in units of the Fund instead of shares of stock. This is neither a mutual fund nor a diversified or managed investment option. The amount of short-term investments is based upon a target established by The Dow Chemical Company, but the actual amount of short-term investments on any given business day will vary with the amount of cash awaiting investment and with participant activity in the Fund (contributions, redemptions, exchanges, withdrawals, etc.). The value of your investment will vary depending on the performance of Dow stock, the overall stock market, and the performance and amount of short-term investments held by the Fund, less any expenses accrued against the Fund. Investing in a non-diversified single stock fund involves more risk than investing in a diversified fund. Unit price and return will vary. On days of unexpectedly heavy outflows, the Fund may not have enough short-term investments for liquidity. If that happens, requests to sell units received by Fidelity before the market close on a business day may not be processed on that day. In that case, requested sales of units will be suspended and, as liquidity is restored, suspended transactions will be processed, generally on a first-in, first-out basis, at the closing price for the processing date. In unusual circumstances, the Fund may be closed to purchases or sales. The value of each unit in the Fund is not equal to the value of a share of Dow common stock. An effort has been made to provide a copy of Dow’s Annual Report to Stockholders to each participant who holds Dow stock in the Plan. If you have not received your copy or desire an additional copy, such will be promptly furnished without charge upon written or oral request. Dow will also provide without charge to each participant upon written or oral request a copy of any and all of the documents described above that have been incorporated herein by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference therein), as well as other documents mailed to stockholders. Written requests for such material may be addressed to the Corporate Secretary, The Dow Chemical Company, 2030 Dow Center, Midland, Michigan 48674, telephone (989) 636-1792.

Dow ESOP Stock Fund. This Fund is solely for the Dow Chemical matching contributions in the form of an ESOP. Participants are unable to exchange into this Fund or direct their personal contribution into this Fund. This Fund pools your money with that of other employees to buy shares of The Dow Chemical Company and an amount of shortterm investments designed to allow you to buy or sell without the usual trade settlement period for individual stock transactions. Your ownership is measured in units of the Fund instead of shares of stock. This is neither a mutual fund nor a diversified or managed investment option. The amount of short-term investments is based upon a target established by The Dow Chemical Company, but the actual amount of short-term investments on any given business day will vary with the amount of cash awaiting investment and with participant activity in the Fund (contributions, redemptions, exchanges, withdrawals, etc.). The value of your investment will vary depending on the performance of Dow stock, the overall stock market, and the performance and amount of short-term investments held by the Fund, less any expenses accrued against the Fund. Investing in a non-diversified single stock fund involves more risk than investing in a diversified fund. Unit price and return will vary. On days of unexpectedly heavy outflows, the Fund may not have enough short-term investments for liquidity. If that happens, requests to sell units received by Fidelity before the market close on a business day may not be processed on that day. In that case, requested sales of units will be suspended and, as liquidity is restored, suspended transactions will be processed, generally on a first-in, first-out basis, at the closing price for the processing date. In unusual circumstances, the Fund may be closed to purchases or sales. The value of each unit in the Fund is not equal to the value of a share of Dow common stock. An effort has been made to provide a copy of Dow’s Annual Report to Stockholders to each participant who holds Dow stock in the Plan. If you have not received your copy or desire an additional copy, such will be promptly furnished without charge upon written or oral request. Dow will also provide without charge to each participant upon written or oral request a copy of any and all of the documents described above that have been incorporated herein by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference therein), as well as other documents mailed to stockholders. Written requests for such material may be addressed to the Corporate Secretary, The Dow Chemical Company, 2030 Dow Center, Midland, Michigan 48674, telephone (989) 636-1792.

46

ESOP Heritage Dow Stock Fund. This Fund is closed to new investors. Participants are unable to direct contributions or exchange into this Fund. The Fund invests in shares of Dow Chemical and an amount of short-term investments designed to allow you to sell without the usual trade settlement period for individual stock transactions. Your ownership is measured in units of the Fund instead of shares of stock. This is neither a mutual fund nor a diversified or managed investment option. The amount of short-term investments on any given business day will vary with participant activity in the Fund (redemptions, exchanges out, withdrawals, etc.). The value of your investment will vary depending on the performance of Dow Chemical stock, the overall stock market, and the performance and amount of short-term investments held by the Fund, less any expenses accrued against the Fund. Investing in a non-diversified single stock fund involves more risk than investing in a diversified fund. On days of unexpectedly heavy outflows, the Fund may not have enough short-term investments for liquidity. If that happens, requests to sell units received by Fidelity before the market close on a business day may not be processed on that day. In that case, requested sales of units will be suspended and, as liquidity is restored, suspended transactions will be processed, generally on a first-in, first-out basis, at the closing price for the processing date. In unusual circumstances, the Fund may be closed to sales. The value of each unit in the Fund is not equal to the value of a share of Dow common stock. Unit price and return will vary

ESOP Heritage UCC Stock Fund. This Fund is closed to new investors. Participants are unable to direct contributions or exchange into this Fund. The Fund invests in shares of Dow Chemical and an amount of short-term investments designed to allow you to sell without the usual trade settlement period for individual stock transactions. Your ownership is measured in units of the Fund instead of shares of stock. This is neither a mutual fund nor a diversified or managed investment option. The amount of short-term investments on any given business day will vary with participant activity in the Fund (redemptions, exchanges out, withdrawals, etc.). The value of your investment will vary depending on the performance of Dow Chemical stock, the overall stock market, and the performance and amount of short-term investments held by the Fund, less any expenses accrued against the Fund. Investing in a non-diversified single stock fund involves more risk than investing in a diversified fund. On days of unexpectedly heavy outflows, the Fund may not have enough short-term investments for liquidity. If that happens, requests to sell units received by Fidelity before the market close on a business day may not be processed on that day. In that case, requested sales of units will be suspended and, as liquidity is restored, suspended transactions will be processed, generally on a first-in, first-out basis, at the closing price for the processing date. In unusual circumstances, the Fund may be closed to sales. The value of each unit in the Fund is not equal to the value of a share of Dow common stock. Unit price and return will vary

Praxair Stock Fund. This Fund is closed to new investors. Participants are unable to direct contributions or exchange into this Fund. The Fund invests in shares of Praxair and an amount of short-term investments designed to allow you to sell without the usual trade settlement period for individual stock transactions. Your ownership is measured in units of the Fund instead of shares of stock. This is neither a mutual fund nor a diversified or managed investment option. The amount of short-term investments on any given business day will vary with participant activity in the Fund (redemptions, exchanges out, withdrawals, etc.). The value of your investment will vary depending on the performance of Praxair stock, the overall stock market, and the performance and amount of short-term investments held by the Fund, less any expenses accrued against the Fund. Investing in a non-diversified single stock fund involves more risk than investing in a diversified fund. On days of unexpectedly heavy outflows, the Fund may not have enough short-term investments for liquidity. If that happens, requests to sell units received by Fidelity before the market close on a business day may not be processed on that day. In that case, requested sales of units will be suspended and, as liquidity is restored, suspended transactions will be processed, generally on a first-in, first-out basis, at the closing price for the processing date. In unusual circumstances, the Fund may be closed to sales. The value of each unit in the Fund is not equal to the value of a share of Praxair common stock. Unit price and return will vary.

Eli Lilly Stock Fund (Pre 91). This Fund is closed to new investors. Participants are unable to direct contributions or exchange into this Fund. The Fund invests in shares of Eli Lilly and an amount of short-term investments designed to allow you to sell without the usual trade settlement period for individual stock transactions. Your ownership is measured in units of the Fund instead of shares of stock. This is neither a mutual fund nor a diversified or managed investment option. The amount of short-term investments on any given business day will vary with participant activity in the Fund (redemptions, exchanges out, withdrawals, etc.). The value of your investment will vary depending on the performance of Eli Lilly stock, the overall stock market, and the performance and amount of short-term investments held by the Fund, less any expenses accrued against the Fund. Investing in a non-diversified single stock fund involves more risk than investing in a diversified fund. On days of unexpectedly heavy outflows, the Fund may not have enough shortterm investments for liquidity. If that happens, requests to sell units received by Fidelity before the market close on a

47

business day may not be processed on that day. In that case, requested sales of units will be suspended and, as liquidity is restored, suspended transactions will be processed, generally on a first-in, first-out basis, at the closing price for the processing date. In unusual circumstances, the Fund may be closed to sales. The value of each unit in the Fund is not equal to the value of a share of Eli Lilly common stock. Unit price and return will vary.

Eli Lilly Stock Fund (Post 90). This Fund is closed to new investors. Participants are unable to direct contributions or exchange into this Fund. The Fund invests in shares of Eli Lilly and an amount of short-term investments designed to allow you to sell without the usual trade settlement period for individual stock transactions. Your ownership is measured in units of the Fund instead of shares of stock. This is neither a mutual fund nor a diversified or managed investment option. The amount of short-term investments on any given business day will vary with participant activity in the Fund (redemptions, exchanges out, withdrawals, etc.). The value of your investment will vary depending on the performance of Eli Lilly stock, the overall stock market, and the performance and amount of short-term investments held by the Fund, less any expenses accrued against the Fund. Investing in a non-diversified single stock fund involves more risk than investing in a diversified fund. On days of unexpectedly heavy outflows, the Fund may not have enough shortterm investments for liquidity. If that happens, requests to sell units received by Fidelity before the market close on a business day may not be processed on that day. In that case, requested sales of units will be suspended and, as liquidity is restored, suspended transactions will be processed, generally on a first-in, first-out basis, at the closing price for the processing date. In unusual circumstances, the Fund may be closed to sales. The value of each unit in the Fund is not equal to the value of a share of Eli Lilly common stock. Unit price and return will vary.

NOTE: For a current listing of investment options and fund descriptions, please access NetBenefits at http://netbenefits.fidelity.com.

48

APPENDIX C Fees, Expenses and Trading Restrictions Definitions 12b-1 Fee 12b-1 fees are used to pay commissions or promotional costs of a mutual fund, as well as to pay service providers. This fee is included in the total expense ratio. The Dow Employees’ Savings Plan does not currently have any funds which deduct 12b-1 fees. Administrative Fees These are the costs related to the administration of the savings plan. Generally, they include charges for recordkeeping, accounting, legal, custody of assets, trustee services, and other administrative services. Asset-based fees These fees are typically deducted from a fund’s assets, resulting in a reduction in the fund participant’s investment return. These fees are usually expressed as a percentage of the assets invested, or expressed as “basis points”. The fees deducted from the fund’s assets are used to pay investment management fees and other investment-related expenses, as well as administrative costs. In some cases, asset-based fees may include the transfer of asset-based compensation from brokers or investment managers to other service providers (this is sometimes called “revenue-sharing”). Basis Points (bps) One one-hundredth (1/100 or 0.01) of one percent. Yield differences among fixed income securities are stated in basis points. Exchange Rate The price at which one currency trades for another.

Expense Ratio Expense Ratio is the total annual fund operating expenses deducted from the fund assets defined in ratio terms. These are disclosed in the fund's most recent prospectus (when available) or “Investment Information” located on NetBenefits.

Excessive Trading Policy The Plan and Fidelity have an Excessive Trading Policy. Please refer to the policy on NetBenefits.

Load “Loads” are sales charges or commissions, which may be paid either at the beginning (a “front-end load”), or at the end when shares are sold (a “back-end load”, “deferred sales charge”, or “redemption fee”). These fees may be in addition to 12b-1 fees, and other fees.

Net vs. Gross The gross expense ratio is shown before waivers or reimbursements. The net expense ratio (after waivers or reimbursements) is the amount the participant would pay.

Net Asset Value (NAV) The dollar value of one mutual fund share, excluding any sales or redemption fees. The NAV is calculated by subtracting fees and other liabilities from the value of a fund's total assets and dividing by the number of fund shares outstanding.

Content Steward: Watters Literature #318-60534

49

Revenue Sharing Revenue-sharing as used in this document means the transfer of asset-based fees from brokers or investment managers to other service providers. The following funds offered by the Dow Employee Savings Plan participate in revenue sharing: American Century Real Estate Fund – Institutional Neuberger Berman Genesis Fund - Institutional TCW Select Equities (part of the U.S. Large Cap Blend Fund) Fidelity Diversified International Class K Fidelity Contrafund Class K Fidelity Growth Company Class K Fidelity Low Priced Stock Class k Each of these funds share a portion of their asset-based fees with Fidelity (or a subsidiary of Fidelity) – usually 10 to 35 basis points. For example, if XYZ Fund’s expense ratio is 80 bps, and a participant has $10,000 in XYZ fund, then the participant pays $80 from his or her investment earnings in XYZ Fund to XYZ Fund. Of the $80, XYZ Fund pays Fidelity $10 to $35. The fees received by Fidelity from the Dow Savings Plan funds that participate in revenue sharing, together with an $8/participant annual fee, are used to pay for the annual recordkeeping services provided by Fidelity.

Short Term Redemption Fees Some mutual funds charge a fee when participants transact short-term trades in and out of a fund. The fee is charged to participants who hold their shares for less than a specified period of time (such as 90 days). The fee varies depending on the fund. Not all funds charge a redemption fee; check a fund's prospectus (when available) or “Investment Information” located on NetBenefits for more details. Transaction and service-based fees This category includes charges for plan features a participant might use. These fees are based on the execution of a particular service, transaction, or event. For example, if a participant takes a loan from his or her account a service fee may apply.

50

Fees, Expenses and Trading Restrictions The grid below summarizes certain information relating to the existing funds as of September 30, 2011. Appendix B summarizes the investment objectives and risk/return characteristics of the existing funds as of September 30, 2011. Neither is a substitute for the prospectuses associated with the funds. For detailed information on each fund you should consult the associated prospectus. If there is any discrepancy between the information in Appendix B and C and that in the prospectus, the prospectus controls.

Fund Name

Investment Type

Ticker Symbol

Fees (%)

12b1 Fee

Short-Term Redemption Fee

Excessive Trading Policy

Other Restrictions

Revenue Sharing

REAIX

0.96

None

None

Y

None

Y

-

0.18

None

None

N

None

N

American Century Real Estate Inst.

Real Estate Equity

Emerging Markets Index Fund

Equity - Custom

Fidelity Contrafund K

Equity

FCNKX

0.79

None

None

Y

None

Y

Fidelity Diversified International K

Equity

FDIKX

0.79

None

1%/30 days

Y

None

Y

Fidelity Growth Company K

Equity

FGCKX

0.72

None

None

Y

None

Y

Fidelity Low Priced Stock K

Equity

FLPKX

0.71

None

1.5%/90 days

Y

None

Y

Small Cap Index Equity

Equity - Custom

-

0.05

None

None

N

None

N N

-

0.31 *

None

None

N

90 Equity Wash - Applies to transfers from the Interest Income Fund to the U.S. Treasury Money Market Fund

Equity

NBGIX

0.87

None

None

Y

None

Y

PIMCO Commodity Real Return Inst.

Commodities

PCRIX

0.89

None

None

Y

None

N

PIMCO Real Return Inst.

Fixed Income

PRRIX

0.46

None

None

Y

None

N

PIMCO Total Return Inst.

Fixed Income

PTTRX

0.46

None

None

Y

None

N

US Treasury Money Market

Money Market

-

0.13

None

None

N

None

N

T Rowe Price Inst. High Yield

Fixed Income

TRHYX

0.50

None

2%/90 days

Y

None

N

T Rowe Price Mid Cap Growth Inst.

Equity

PMEGX

0.65

None

None

Y

None

N

US Large Cap Blend

Equity - Custom

-

0.52

None

None

N

None

Y

Vanguard Convertible Securities

Convertibles

VCVSX

0.68

None

1%/365 days

Y

None

N

Vanguard Extended Mkt Index Inst.

Equity

VIEIX

0.12

None

None

Y

None

N

Vanguard Global Equity - Inv.

Equity

VHGEX

0.44

None

None

Y

None

N

S&P 500 Index Fund

Equity - Custom

-

0.02

None

None

N

None

N

Vanguard Developed Mkt Index Inst.

Equity

VIDMX

0.07

None

2%/60 days

Y

None

N

Vanguard Long Term Treasury

Fixed Income

VUSUX

0.10

None

None

Y

None

N

Vanguard Selected Value - Inv.

Equity

VASVX

0.47

None

1%/365 days

Y

None

N

Vanguard Total Bond Mkt Index Inst Plus

Fixed Income

VBMPX

0.05

None

None

Y

None

N

Vanguard Windsor II Adm.

Equity

VWNAX

0.27

None

None

Y

None

N

Interest Income

Stable Value Custom

Neuberger Berman Genesis Inst.

51

Fund Name

Investment Type

Ticker Symbol

Fees (%)

12b-1 Fee

Short Term Redemption Fee

Excessive Trading Policy

Other Restrictions

Revenue Sharing

BTC LifePath Retirement J

Target Date

-

0.17

None

None

N

None

N

BTC LifePath 2015 J

Target Date

-

0.17

None

None

N

None

N

BTC LifePath 2020 J

Target Date

-

0.17

None

None

N

None

N

BTC LifePath 2025 J

Target Date

-

0.17

None

None

N

None

N

BTC LifePath 2030 J

Target Date

-

0.17

None

None

N

None

N

BTC LifePath 2035 J

Target Date

-

0.17

None

None

N

None

N

BTC LifePath 2040 J

Target Date

-

0.17

None

None

N

None

N

BTC LifePath 2045 J

Target Date

-

0.17

None

None

N

None

N

BTC LifePath 2050 J

Target Date

-

0.17

None

None

N

None

N

Dow Stock

Company Stock

-

0.01

None

None

N

None

N

ESOP Heritage Dow Stock

Company Stock

-

0.08

None

None

N

Exchanges out only

N

ESOP Heritage UCC Stock

Company Stock

-

0.02

None

None

N

Exchanges out only

N

Dow ESOP Fund

Company Stock

-

0.02

None

None

N

Exchanges out only; cannot be exchanged to Dow Stock

N

Lilly Post 90 Stock Fund

Company Stock

-

0.10

None

None

N

Exchanges out only

N

Lilly Pre 91 Stock Fund

Company Stock

-

0.10

None

None

N

Exchanges out only

N

Praxair Stock Fund

Company Stock

-

0.09

None

None

N

Exchanges out only

N

* Interest Income Fee is as of June 30, 2011.

52

APPENDIX D Cost of Living Adjustment (COLA) Limits for 2011

LIMIT

2011

Compensation limit for allocating employer and employee Contributions (and any reallocated forfeitures)

$245,000

Defined employee Contribution maximum annual addition (excluding 401(k) Catch-up employee Contributions)

$49,000

Key employee top-heavy plan

$160,000

Maximum 401(k) deferral employee Contribution limit

$16,500

Maximum 401(k) deferral Catch-up employee Contribution limit for participants older than 50

$5,500

Highly compensated employees

$110,000

53

APPENDIX E Participating Employers (as of October 12, 2011)

Agrigenetics, Inc. d/b/a/ Mycogen Seeds Amerchol Corporation ANGUS Chemical Company Business Services, LLC (as of January 1, 2011) Brodbeck Seeds LLC (as of January 1, 2011) CVD Incorporated Dairyland Seed Co. Inc. (as of January 1, 2011) DCOMCO Dorinco Reinsurance Dow AgroSciences LLC Dow Chemical Inter-American Ltd - Puerto Rico Dow Customs and Trading LLC Dow Hydrocarbons & Resources LLC Dow Global Technologies, Inc Dow Pipeline Company Dow Roofing Systems LLC FilmTec Corporation Global Industrial Corporation GNS Technologies, LLC Mycogen Seeds - Puerto Rico Pfister Seeds LLC (as of January 1, 2011) Poly-Carb, Inc. Prairie Brand Seeds LLC (as of January 1, 2011) Renze Seeds LLC (as of January 1, 2011) Rohm and Haas Company Rohm and Haas Chemicals LLC Rohm and Haas Electronic Materials LLC Rohm and Haas Electronic Materials, CMPT Rohm and Haas Texas Incorporated South Charleston Sewage Treatment Company The Dow Chemical Company Triumph Seed Co., Inc. (as of January 1, 2011) UMETCO Mineral Corp. Union Carbide Corporation

54

APPENDIX F Participating Unions (as of October 12, 2011)

Company

Site Location Date Entered Plan

Union Name

ANGUS Chemical Company

Sterlington, LA 2/01/01

Paper, Allied-Industrial, Chemical & Energy Workers International Union and Local No. 4-786

South Charleston Sewage Treatment Company

A subsidiary of Union Carbide Corporation

International Association of Machinists and Aerospace Workers, AFL-CIO, Local Lodge 598 of District Lodge 34

The Dow Chemical Company

Midland, MI 10/1/87

United Steel Workers Of America, Local 12075

The Dow Chemical Company

Ludington, MI 10/1/87

United Steel Workers of America, Local 12774

The Dow Chemical Company

Freeport, TX 10/1/87

International Union of Operating Engineers, Local # 564

The Dow Chemical Company

Freeport, TX 10/1/87

United Association of Journeymen and Apprentices of Plumbing and Pipefitting Industry of the United States and Canada, Local 390

The Dow Chemical Company

Freeport, TX 10/1/87

International Associations of Machinists, Lodge 128, District # 37

The Dow Chemical Company

Freeport, TX 10/1/87

International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and Helpers, Local 682

The Dow Chemical Company

Charleston, IL(formerly Celotex)

International Association of Machinists and Aerospace Workers, District Lodge 55

Union Carbide Corporation

Tucker, Georgia

Oil, Chemical and Atomic Workers International Union and its Local 3-116

Union Carbide Corporation

Bound Brook, NJ

Paper, Allied-Industrial, Chemical & Energy Workers International Union for Local 2-0891

Union Carbide Corporation

South Charleston, WVA

International Association of Machinist and Aerospace Workers, AFL-CIO, Local Lodge 598, of District Lodge 20

Union Carbide Corporation

Texas City, TX

Texas City Metal Trades Council, AFL-CIO

Rohm and Haas Company

Bristol, Pennsylvania

United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFLCIO-CLC, Local Union 88 G

Rohm and Haas Company

Deer Park (Houston, TX)

United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied industrial and Service Workers International Union , AFLCIO-CLC, Local 13-1

Rohm and Haas Company

Elk Grove, Illinois

United steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union , AFLCIO-CLC, Local 7-507

Rohm and Haas Company

Kilbourn (Chicago, Illinois)

Miscellaneous Warehousemen, Airline, Automotive Parts, Service, Tire and Rental, Chemical and Petroleum, Ice, Paper, and Related Clerical and Production Employees Union , Local 781, affiliated with International Brotherhood of Teamsters

55

Site Location Date Entered Plan

Union Name

Rohm and Haas Company

Knoxville, Tennessee

United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIOCLC, Local 90

Rohm and Haas Company

Louisville, Kentucky

United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIOCLC, Local 367

Rohm and Haas Company

Louisville, Kentucky

Service Employees International Union, National Conference of Firemen & Oilers, Local 320

Rohm and Haas Company

Philadelphia, PA

The International Union of Operating Engineers and its Local Union 835

Company

56