The Dow Chemical Company Elective Deferral Plan

Section 2.01   Administrator.  "Administrator" means the Retirement Board appointed under the Dow Employees’ Pension Plan.

Section 2.02   Base Salary.  “Base Salary” means the annual base rate of pay from the Company at which a Participant is employed (excluding Performance Awards, commissions, relocation expenses, and other non-regular forms of compensation) before deductions under (A) deferrals pursuant to Section 4.02 and (B) contributions made on his or her behalf to any qualified plan maintained by any Company or to any cafeteria plan under Code section 125 maintained by any Company.  "Base Salary" for a Cadre Employee means the annual base rate of pay (excluding Performance Awards, commissions, relocation expenses, and other non-regular forms of compensation) before the deductions listed above payable to a Cadre Employee while the Cadre Employee is on U.S. assignment.

Section 2.03   Base Salary Deferral.  “Base Salary Deferral” means the amount of a Participant’s Base Salary which the Participant elects to have withheld on a pre-tax basis from his or her Base Salary and credited to his or her Deferral Account pursuant to Section 4.02.

Section 2.04   Beneficiary.  "Beneficiary" means the person, persons or entity designated by the Participant to receive any benefits payable under the Plan pursuant to Article VIII.

Section 2.05   Board.  "Board" means the Board of Directors of The Dow Chemical Company.

Section 2.06   Cadre Employee.  “Cadre Employee” means an employee 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.

Section 2.07   Change of Control.  For purposes of this Plan, a “Change of Control” shall be deemed to have occurred on: (a) the date that any one person, or more than one person acting as a group acquires, ownership of stock of The Dow Chemical Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of The Dow Chemical Company, (b) the date that a majority of the members of the Board of Directors of The Dow Chemical Company is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the directors before the date of the appointment or election, (c) the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of The Dow Chemical Company possessing 30% or more of the total voting power of the stock of such corporation, (d) the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from The Dow Chemical Company that has a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of The Dow Chemical Company immediately before such acquisition or acquisitions, provided that the following asset transfers shall not result in a Change of Control:  (i)  a transfer of assets to a stockholder of The Dow Chemical Company in exchange for or with respect to its stock, (ii)  a transfer to a corporation, 50% or more of the total value or voting power of which is owned, directly or indirectly, by The Dow Chemical Company, (iii) a transfer to a person, or more than one person acting as a group, that owns 50% or more of the stock of The Dow Chemical Company, or  (iv) a transfer to an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (iii).  This definition of “Change of Control” is intended to conform to the definition of a “change in ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation” as defined under Code section 409A and any subsequent authority issued pursuant thereto, and no corporate event shall be considered a Change of Control unless it meets such requirements.

Section 2.08   Code.  "Code" means the Internal Revenue Code of 1986, as amended.

Section 2.09   Common Stock.  "Common Stock" means the common stock of The Dow Chemical Company.

Section 2.10   Company.  "Company" means The Dow Chemical Company, its successors, any subsidiary or affiliated organizations authorized by the Board or the Administrator to participate in the Plan and any organization into which or with which The Dow Chemical Company may merge or consolidate or to which all or substantially all of its assets may be transferred.

Section 2.11   Deferral Account.  "Deferral Account" means the notional account established for record keeping purposes for each Participant pursuant to Article VI.

Section 2.12   Deferred Amount.   "Deferred Amount" means the amount deferred pursuant to Section 4.02.

Section 2.13   Designee.  “Designee” means The Dow Chemical Company’s Global Compensation & Benefits Department to whom the Administrator has delegated the authority to take action under the Plan.

Section 2.14   Disabled.  “Disabled” or "Disability" means a Participant who, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, is receiving income replacement benefits for a period of not less than 3 months under the Company's ERISA welfare plan that provides long-term disability payments.  The Administrator, in its complete and sole discretion, shall determine whether a Participant is Disabled.  The Administrator may require that the Participant submit to an examination on an annual basis, at the expense of the Company at which such Participant was employed, by a competent physician or medical clinic selected by the Administrator to confirm the Participant is Disabled.  On the basis of such medical evidence, the determination of the Administrator as to whether or not a condition of Disability exists or continues shall be conclusive.

Section 2.15   Discretionary Company Contribution.  "Discretionary Company Contribution" means an amount credited to a Participant's Deferral Account pursuant to Section 7.09.

Section 2.16    Domestic Partner.  A person who is a member of a Domestic Partnership.

Section 2.17    Domestic Partnership.  A partnership of two people that meets the definition of “Domestic Partnership” as defined in the Savings Plan.

Section 2.18   Eligible Compensation.  "Eligible Compensation" means any Base Salary, Performance Awards and any other monies treated as eligible compensation by The Dow Chemical Company, payable to a Participant to the extent the Participant is on the U.S. payroll of the Company at the time the amount would have otherwise been paid to the Participant.  "Eligible Compensation" for a Cadre Employee means any Base Salary, Performance Awards and any other monies treated as eligible compensation by The Dow Chemical Company, payable to a Cadre Employee while the Cadre Employee is on U.S. assignment.  

Section 2.19   Eligible Employee.  “Eligible Employee” means an employee of any Company who: (i) is a United States employee or an expatriate who is paid from one of The Dow Chemical Company’s U.S. entities, (ii) is a member of the functional specialist/functional leader or global leadership job families, (iii) has a job level of 362 points or higher,  (iv) is eligible for participation in the Savings Plan, (v) is designated by the Administrator as eligible to participate in the Plan as of September 30 for deferral of Base Salary and Performance Awards, and (vi) qualifies as a member of the “select group of management or highly compensated employees” under ERISA.  For purposes of Section 7.09, Discretionary Company Contributions, only, “Eligible Employee” means an employee who: (i) is a United States employee, (ii) has terminated employment with a foreign affiliate of the Company and has accepted employment with one of the Company’s U.S. entities, (iii) is eligible for a signing bonus from one of the Company’s U.S. entities, (iv) has a job level of 208 points or higher, (v) is eligible for participation in the Savings Plan and (vi) qualifies as a member of the “select group of management or highly compensated employees” under ERISA.

Section 2.20   ERISA.   "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

Section 2.21   Executive Life Insurance.  “Executive Life Insurance” means a life insurance policy under TDCC Executive Split Dollar Life Insurance Plan, or the UCC Executive Life Insurance Plan.

Section 2.22   Fair Market Value.  "Fair Market Value" of a share of Common Stock means the closing price of The Dow Chemical Company’s Common Stock on the New York Stock Exchange on the most recent day on which the Common Stock was so traded that precedes the date the Fair Market Value is to be determined. The definition of Fair Market Value in this Section shall be exclusively used to determine the values of a Participant’s interest in The Dow Chemical Company Stock Index Fund (defined in Section 6.02(b)) for all relevant purposes under the Plan.

Section 2.23   Form of Payment.  "Form of Payment" means payment in one lump sum or in substantially equal monthly, quarterly or annual installments not to exceed 15 years.

Section 2.24   Hardship Withdrawal.  “Hardship Withdrawal” means the early payment of all or part of the balance in a Deferral Account(s) in the event of an Unforeseeable Emergency.

Section 2.25   Hypothetical Investment Benchmark.  “Hypothetical Investment Benchmark” shall mean the phantom investment benchmarks which are used to measure the return credited to a Participant’s Deferral Account.

Section 2.26   Key Employee.  "Key Employee" means any Eligible Employee or Cadre Employee who has a job level of 820 points or higher as of his Separation from Service.

Section 2.27   Matching Contribution.  “Matching Contribution” means the amount of annual matching contribution that each Company will make to the Plan.

Section2.28   Participant.  "Participant" means any individual who is eligible and makes an election to participate in this Plan by filing a Participation Agreement as provided in Article IV.

Section 2.29   Participation Agreement.  "Participation Agreement" means an agreement filed by a Participant in accordance with Article IV.

Section 2.30   Performance Awards.   “Performance Awards” means the amount paid in cash to the Participant by any Company in the form of annual incentive bonuses for a Plan Year.  "Performance Awards" for a Cadre Employee means the annual incentive bonuses for a Plan Year payable to a Cadre Employee while the Cadre Employee is on U.S. assignment.

Section 2.31   Performance Deferral.  “Performance Deferral” means the amount of a Participant’s Performance Award which the Participant elects to have withheld on a pre-tax basis from his or her Performance Award and credited to his or her account pursuant to Section 4.02.

Section 2.32   Phantom Share Units.   “Phantom Share Units” means units of deemed investment in shares of The Dow Chemical Company Common Stock so determined under Section 6.02(b).

Section 2.33   Plan Year.  "Plan Year" means a twelve-month period beginning January 1 and ending the following December 31.

Section 2.34   Savings Plan. “Savings Plan” means The Dow Chemical Company Employees’ Savings Plan as it currently exists and as it may subsequently be amended.

Section 2.35   Section 16 Participant.  “Section 16 Participant” means an officer or director of The Dow Chemical Company required to report transactions in The Dow Chemical Company securities to the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934.

Section 2.36   Separation from Service.  "Separation from Service” or "Separates from Service" means a “separation from service” within the meaning of Section 409A of the Code, except that in applying Section 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled group of corporations under Section 414(b) and (c) of the Code, and in applying Treasury Regulation section 1.414(c)-2 for purposes of determining trades or businesses that are under common control under Section 414(c) of the Code, the language “at least 45 percent” is used instead of “at least 80 percent” each place it appears.

Section 2.37   Unforeseeable Emergency.  "Unforeseeable Emergency" means severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code section 152(a)) of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant as determined by the Administrator.  The amount of the distribution may not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise, by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by cessation of the Participant's deferrals under the Plan.

Section 2.38   Valuation Date.   "Valuation Date" means the last day of each calendar month or such other date as the Administrator in its sole discretion may determine.