A copy of The Dow Chemical Company Executives' Supplemental Retirement Plan - Restricted and Cadre Benefits, as restated and effective September 1, 2017

to the extent otherwise indicated;

to the extent that any change would result in a “material modification” (within the meaning of the regulations under section 409A) of a Grandfathered Amount; or

that the vested accrued benefit of a Participant whose annuity starting date occurred on or before the Closing Date shall be the amount, as reflected in the Plan Administrator’s records, determined pursuant to the terms of the Executives’ Supplemental Retirement Plan in effect on the date of the Participant’s retirement, death or other termination of employment, unless otherwise provided in a subsequent amendment or restatement.

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 percent of the total fair market value or total voting power of the stock of The Dow Chemical Company;

the date that a majority of the members of the Board 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;

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 percent or more of the total voting power of the stock of The Dow Chemical Company; or

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 have a total gross fair market value equal to or more than 40 percent 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 percent 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 percent or more of the stock of The Dow Chemical Company, or (iv) a transfer to an entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (iii).

In applying section 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled group of corporations under sections 414(b) and (c) of the Code, and in applying Treas. Reg. § 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; and

The threshold “level of bona fide services” reduction, within the meaning of Treas. Reg. § 1.409A-1(h)(1)(ii), for determining whether a separation of service has taken place shall be less than 50 percent (instead of no more than 20 percent).

Each Employee who is determined by the Plan Administrator to be entitled to a Restricted Benefit shall be eligible to participate in the Plan.

Each Employee who is determined by the Plan Administrator to be subject to the Global Pension Relocation Policy and who was hired by an entity in the Dow Controlled Group prior to January 1, 2008 shall be eligible to participate in the Plan.

Each Cadre Employee who is determined by the Plan Administrator to have been authorized by Dow Europe GmbH to participate in the Company’s Cadre Pension Plan shall be eligible to participate in the Plan while such employee is on assignment to the U.S.

Each Employee shall furnish such information and perform such acts as the Company may require in order to maintain such eligibility.

The amount of retirement benefits payable under DEPP to Participants who transfer from (i) a Dow foreign entity to a Dow U.S. entity covered by DEPP, (ii) a controlled group entity that does not participate in DEPP, or (iii) a non-controlled group entity or non-affiliated company (collectively, a “Prior Company”), may not include compensation and service with the Prior Company. The intent of this Section 3.1(a) is to provide Restricted Benefits designed to ensure that Participants, as named by the Plan Administrator, receive (I) eligibility and vesting service under DEPP for such service with a Prior Company, as determined by the Plan Administrator, and/or (II) a pension benefit based on their aggregate service (and compensation) rendered to Dow and the Prior Company, as determined by the Plan Administrator (the “Approved Service”), but that benefits attributable to such Approved Service do not result in a duplication of benefits. However, Restricted Benefits attributable to such Approved Service shall be reduced by the value of any benefit payable under the DEPP or any other tax-qualified retirement savings vehicle sponsored by a member of the Dow Controlled Group that is attributable to such Approved Service. For purposes of calculating the Participant’s Restricted Benefits, the amount of retirement benefits payable under DEPP to Participants with Approved Service shall be calculated as provided in Section 3.1(a)(i), (ii) or (iii), as determined by the Plan Administrator to be applicable to the Participant.

No Proration Method.     Under this method, the Restricted Benefits shall be determined by counting the Approved Service as eligibility and vesting service under DEPP.

Equivalent Benefits Method. Under this method, the Restricted Benefits shall be determined by using the entire Approved Service as credited service, and such benefit shall be reduced by the accrued benefit under the plan maintained by the Prior Company, as determined under Section 3.1(a)(iv) below.

Proration Method. Under this method, the Restricted Benefits shall be determined under the proration rules set forth in the Global Pension Relocation Policy, and in accordance with Section 3.1(a)(iv) below.

Accrued Benefit Under the Prior Plan. The Employee’s accrued benefit under the plan maintained by the Prior Company shall be determined under the terms and provisions of such plan as of the date of the Employee’s transfer to this Plan. To the extent such plan provides a fixed value based on compensation and service (or other factors) earned prior to participation in this Plan, the value shall be fixed and determinable as of the date of transfer. To the extent such plan provides an accrued benefit that is not reasonably ascertainable as of the date of transfer, such benefit shall be determined based on objectively determinable factors set forth under such plan as of the date of transfer (e.g., conversion rate, age or service, interest rates, actuarial assumptions), and shall not be subject to the discretion of any Employee, Company, or Prior Company.

The amount of retirement benefits payable under DEPP to Participants who transfer to (i) a Dow foreign entity not covered by DEPP, (ii) a member of the Dow Controlled Group that does not participate in DEPP, or (iii) a non-controlled group entity or non-affiliated company (each, a “Nonparticipating Company”), may not include compensation and service with the Nonparticipating Company. The intent of this Section 3.1(b) is to provide Restricted Benefits designed to ensure that Participants, as named by the Plan Administrator, receive (I) eligibility and vesting service under DEPP for such service with a Nonparticipating Company, as determined by the Plan Administrator, and/or (II) a pension benefit based on their Approved Service, but that benefits attributable to such Approved Service do not result in a duplication of benefits. Any such Restricted Benefits shall be determined under the proration rules set forth in the Global Pension Relocation Policy, and in accordance with the rules in Section 3.1(a)(iv), and shall be reduced by any benefit payable under DEPP or any other tax-qualified retirement savings vehicle sponsored by a member of the Dow Controlled Group that is attributable to such Approved Service.

For this purpose, the value of the DEPP benefit shall be determined under the terms of DEPP (as modified by Section 3.1(a) above) as in effect on the earlier of Separation from Service or death.     

For any Participant, the benefit under this Plan shall be the sum of the value of: (i) Restricted Benefits under Section 3.1, as applicable; and (ii) Cadre Benefits under Section 3.3, as applicable, minus (iii) the benefit paid to the Participant in connection with the change of control resulting from the Orion Merger and any other benefit paid to the Participant from the Plan.

Except as otherwise provided in the Plan, actuarial equivalence under the Plan shall be determined using the applicable actuarial factors in the DEPP as of the determination date.

Annuity Options

Lump Sum Determination Date. The Participant’s Lump Sum Determination Date is the first day of the month immediately following the month in which such Participant’s Separation from Service Date occurs.

Restricted Benefit. If a Participant is eligible for Restricted Benefits, his Restricted Lump Sum Benefit shall equal the net value of his Restricted Benefit expressed as an account balance, minus the benefit paid to the Participant in connection with the change of control resulting from the Orion Merger and minus any other benefit paid to the Participant from the Plan. Such amount shall be determined as of the Participant’s Lump Sum Determination Date by the Plan’s actuaries in accordance with Section 3.1 and such rules as may be prescribed by the Plan Administrator.

Cadre Benefit. If a Participant is eligible for Cadre Benefits, his Cadre Lump Sum Benefit shall equal the net value of his Cadre benefit expressed as an account balance, minus the benefit paid to the Participant in connection with the change of control resulting from the Orion Merger and any other benefit paid to the Participant from the Plan. Such amount shall be determined as of the Participant’s Lump Sum Determination Date by the Plan’s actuaries in accordance with Section 3.3 and such rules as may be prescribed by the Plan Administrator.

Ethics Agreement. To the extent necessary for the Participant to comply with an ethics agreement with the Federal government, and to the extent reasonably necessary to avoid the violation of applicable Federal, state or local ethics law or conflicts of interest law, to the extent permitted by Treas. Reg. § 1.409A-3(j)(4)(iii);

Income Tax Obligations. To comply with state, local or foreign tax obligations that apply to amounts deferred under the Plan before the amounts are paid or made available to the Participant, to the extent permitted by Treas. Reg. § 1.409A-3(j)(4)(xi);

FICA Obligations. To the extent necessary to pay FICA tax on compensation deferred under the Plan and to pay federal state, local or foreign income tax at the source on wages resulting from the payment of such FICA tax, to the extent permitted by Treas. Reg. § 1.409A-3(j)(4)(vi);

Section 409A Violations. To the extent required to be included in income as a result of a violation of section 409A of the Code, to the extent permitted by Treas. Reg. § 1.409A-3(j)(4)(vii);

Debt Owed to the Company. To the extent necessary to satisfy a debt of the Participant to the Company and to the extent permitted by Treas. Reg. § 1.409A-3(j)(4)(xiii), where (i) such debt is incurred in the ordinary course of the employee-employer relationship, (ii) the entire amount used to satisfy such debt in any fiscal year of the Company does not exceed $5,000 and (iii) the offset against such debt is made at the same time and in the same amount as such debt otherwise would have been due and collected from the Participant;

Disputed Amounts. To the extent of any settlement between the Company and the Participant of an arm’s length bona fide dispute as to the Participant’s right to a deferred compensation amount under the Plan, and to the extent permitted by Treas. Reg. § 1.409A-3(j)(4)(xiv), provided that such settlement amount is at least 25 percent less than the present value of the disputed amount and is not made at the same time as or proximate to a downturn in the financial health of the Employer; and

Other Permissible Circumstances. In the sole discretion of the Plan Administrator, under any other circumstance permitted under section 409A of the Code.

§ 162(m). Payment may be delayed if the Company reasonably anticipates that if a payment were made as scheduled, the Company’s deduction with respect to such payment would not be permitted under section 162(m) of the Code, provided that payment shall be made upon the earlier of (i) the earliest date upon which the Company reasonably anticipates that the Company’s deduction of the payment will not be limited or eliminated by the application of section 162(m) of the Code and (ii) if the Participant experiences a Separation from Service, as soon as practicable following such Separation from Service in the calendar year of such Separation from Service (or, if later, no later than 2½ months following Separation from Service), subject to the delay, if applicable, set forth in Section 4.2(c).

Federal Securities Laws. Payment may be delayed if the Company reasonably anticipates that the making of a payment would violate Federal securities laws or other applicable law, provided that the payment is made at the earliest date at which the Company reasonably anticipates that the making of the payment will not cause such violation; and

Other Events as Permitted by § 409A. Payment may be delayed upon such other events or conditions as may be permitted in regulations or other guidance issued under section 409A of the Code.

Domestic Relations Orders. Upon receipt of a valid domestic relations order, as determined by the Plan Administrator pursuant to Treas. Reg. § 1.409A-3(j)(4)(ii) and the domestic relations order procedures applicable to the Plan (the “Procedures”), that requires distribution of all or a portion of a Participant’s vested benefit under the Plan to an alternate payee, the required distribution(s) shall be paid to the alternate payee in accordance with such order, to the extent not already paid to a Participant or Beneficiary. Except as otherwise provided in the Procedures, however, a domestic relations order shall be valid with respect to the Plan only if it is a shared payment order (i.e., it assigns to an alternate payee all or a portion of the benefit payments that will be paid to the Participant if, as and when they are paid to the Participant). References in the Plan to Participants shall include alternate payees to the extent required by an applicable valid domestic relations order.

Incompetence. If the Plan Administrator determines that any person entitled to receive benefits hereunder is not physically or mentally capable of electing the time or form, or receiving or acknowledging receipt, of benefits under the Plan, the Plan Administrator may make benefit payments to the court-appointed legal guardian of the such person, to an individual who has become the legal guardian of such person by operation of state law, or to another individual whom the Plan Administrator determines is the appropriate person to receive such benefits on behalf of the person entitled to receive benefits.

Unclaimed Payments and Lost or Missing Participants. Benefits that the Plan is unable to pay because a Participant, Beneficiary, Spouse, domestic partner or other intended recipient has not been located, and benefit payments made by checks that are not cashed or deposited or by electronic funds transfers or other payment methods that are not completed and any benefits to which such benefit payments relate, shall be forfeited if the Plan is not able to locate the intended recipient, or the payment is not completed, within one year after the Plan first attempts to make the payment. The Plan Administrator is entitled to rely on the last address provided to the Plan by the intended recipient and has no obligation to search for or ascertain such individual’s whereabouts.

Incorrect Payment of Benefits. If the Plan Administrator determines in its sole discretion that the Plan made an overpayment of the amount of any benefits due any payee under the Plan, and that a correction is necessary or desirable under the law, then to the extent permitted by section 409A of the Code, the Plan may recover the amounts either by requiring the payee to return the excess to the Plan, by reducing any future Plan payments to the payee or by any other method deemed reasonable by the Plan Administrator.

Administrative Delay. The Plan Administrator may make payment on any day later than the date specified in the Plan as a result of administrative delay to the extent that such payment is treated as being paid on the date specified in the Plan under Treas. Reg. section 1.409A-3(d), which generally permits payment to be made later within the same calendar year, or, if later, within 2½ months following the date specified in the Plan, provided that the Participant is not permitted to designate the taxable year of payment.

To promulgate and enforce such rules and regulations and prescribe the use of such forms as he shall deem necessary or appropriate for the proper and efficient administration of the Plan;

To interpret the Plan and to resolve any possible ambiguities, inconsistencies and omissions therein or therefrom;

To decide all questions of fact arising under the Plan;

To prepare and disseminate communications to Participants and Beneficiaries as are necessary or appropriate to properly administer the Plan; and

To retain third party administrators, consultants, accountants, actuaries and other individuals or entities as he deems necessary or advisable to assist him in fulfilling his responsibilities under the Plan, consistent with The Dow Chemical Company’s guidelines on hiring and retention of outside service providers, monitor the performance of such individuals and entities, decide whether to discontinue the services of such individuals and entities, and make payment to such individuals and entities in accordance with the terms of the Plan; and

To settle or compromise any claim or dispute involving the Plan and enforce any release of a claim against the Plan or any covenant not to sue the Plan.

Designation of additional administrators. The Dow Chemical Company, as the Plan sponsor, may designate one or more persons, groups of persons, or entities to serve as the Plan Administrator, Initial Claims Reviewer or Appeals Administrator, in addition to or in lieu of the Plan Administrator, Initial Claims Reviewer or Appeals Administrator named in the plan document, through an action of the Board or through a written designation signed by the VPHR or the Global Benefits Director each acting individually, or such other person as the Board shall designate. Any such designation shall set forth in general or specific terms such designee’s responsibilities and authority, and the designee shall acknowledge in writing that he or it has agreed to take on such responsibility.

Allocation of administrative responsibilities. The Plan Administrators may allocate their administrative responsibilities in a written document delineating the responsibilities and authority assigned to each administrator and, if applicable, the period for which such allocation shall be in effect. Similarly, if the Initial Claims Reviewer or the Appeals Administrator consists of more than one person, group of persons or entity, such Initial Claims Reviewer or Appeals Administrator may allocate its administrative responsibilities among such persons, groups of persons or entities in a written document delineating the responsibilities and authority assigned to each and, if applicable, the period for which such allocation shall be in effect.

Delegation of administrative responsibilities. The Plan Administrators, Initial Claims Reviewer and Appeals Administrator may designate other persons, groups of persons or entities to carry out their responsibilities under the Plan in a writing that sets forth the responsibilities assigned to the delegee and, if applicable, the period for which such delegation shall be in effect. Any such designation shall set forth in general or specific terms the delegee’s responsibilities and authority, and the delegee shall acknowledge in writing that he or it has agreed to take on such responsibility.

Authority of additional administrators and delegees. Unless the instrument designating an administrator or delegating authority to a delegee specifies otherwise, the designee or delegee shall have the same discretionary powers in carrying out such allocated or delegated responsibility as the allocator or delegor would have if it had carried out the responsibility itself, and the provisions of Section 6.3 shall apply to the administrator or delegee.

The Plan Administrator, Initial Claims Reviewer and Appeals Administrator 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. In particular: (i) the Plan Administrator shall have the sole and absolute discretion to decide administrative issues and to exercise the duties and powers set forth in Section 6.1 and shall have such discretionary power as may be necessary in order to carry out those duties and powers; and (ii) the Initial Claims Reviewer and Appeals Administrator shall have the sole and absolute discretion to decide claims and appeals as described in Section 6.5 and to exercise the duties and powers set forth in Section 6.5, and shall have such discretionary power as may be necessary in order to carry out those duties and powers.

The determinations and rules of the Plan Administrator, Initial Claims Reviewer and Appeals Administrator or other administrator 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, except that (i) the determinations of the Initial Claims Reviewer are subject to review by the Appeals Administrator; and (ii) the determinations of the Initial Claims Reviewer and the Appeals Administrator are subject to the interpretations of the Plan document by the Plan Administrator. If challenged in court, the determinations of the Plan Administrator, Initial Claims Reviewer and Appeals Administrator 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 or considered by Plan Administrator, Initial Claims Reviewer or Appeals Administrator at the time of its determination.

Initial Claims. If the Initial Claims Reviewer receives a written claim for benefits from a Participant or other individual, the Initial Claims Reviewer shall review such claim in accordance with this Section 6.5. If the Initial Claims Reviewer determines that such claim should be denied in whole or in part, the Initial Claims Reviewer shall, in writing, notify such claimant within 90 days of receipt of such claim that his claim has been denied, unless special circumstances require an extension of time for processing. If an extension is required, the Initial Claims Reviewer shall give the claimant written notice and reason for the need for extension and the date by which a decision is expected within the original 90-day period. In no event shall the decision take longer than 180 days after receipt of the claim. If the claim is denied, the Initial Claims Reviewer shall set forth in writing the specific reasons for such denial and such notification shall:

state the reason why the claim is being denied;

set forth the pertinent sections of the Plan relied upon;

if applicable, set forth an explanation of any additional material or information necessary for the claimant to perfect his claim and an explanation of why such material or information is necessary; and

set forth an explanation of how the claimant can obtain review of such denial, including a statement of the claimant’s right to bring a civil action following an adverse benefit determination.

Appeals. Within 60 days after receipt by the claimant of such notice, such claimant may request, by mailing or delivery of written notice to the Appeals Administrator, a review by the Appeals Administrator of the decision denying the claim. If the claimant fails to request such a review within such 60-day period, it shall be conclusively determined for all purposes of this Plan that the denial of such claim by the Initial Claims Reviewer is correct.

state the reason for denial of the claim;

set forth the pertinent Sections of the Plan relied upon; and

state that the claimant may bring a civil action under ERISA section 502(a) in federal court, provided the claimant institutes such legal proceeding within the time periods provided in Section 6.6.

An Applicable Claim may not be filed in any court until the claimant has exhausted the claims review procedures described in Section 6.5, and unless such claim or action is filed in a court with jurisdiction over such claim or action no later than the earlier of: (I) 180 days after the mailing or delivery of the adverse determination by the Appeals Administrator; or (II) one year after:

in the case of a claim or action to recover benefits allegedly due to the claimant under the terms of the Plan or to clarify the claimant’s rights to future benefits under the terms of the Plan, the earliest of (i) the date the first benefit payment was actually made, (ii) the date the first benefit payment was allegedly due, and (iii) the date the Plan first repudiated its alleged obligation to provide such benefits (regardless of whether such repudiation occurred before or during the administrative review process),

in the case of a claim or action to enforce an alleged right under the Plan (other than a right to benefits which are subject to Section 6.6 (a)(i)), the date the Initial Claims Reviewer or Appeals Administrator first denied the claimant’s request to exercise such right, regardless of whether such denial occurred during the administrative review process,

in the case of any other claim or action described in Section 6.6 (b)(iv), the earliest date on which the claimant knew or should have known of the material facts on which such claim or action is based, regardless of whether the claimant was aware of the legal theory underlying the claim or action,

For purposes of this Section 6.6, an Applicable Claim is:

a claim or action to recover benefits allegedly due under the provisions of the Plan or by reason of any law,

a claim or action to clarify rights to future benefits under the Plan,

a claim or action to enforce rights under the Plan, or

any other claim or action that (i) relates to the Plan, and (ii) seeks a remedy, ruling, or judgment of any kind against the Plan, the Company, the Plan Administrator, the Initial Claims Reviewer, the Appeals Administrator or any delegee of the Plan Administrator, Initial Claims Reviewer or Appeals Administrator, or any officer, employee, or former employee of The Dow Chemical Company or any entity within the Dow Controlled Group or other person who acts on behalf of the Plan.

In the event of any Applicable Claim brought by or on behalf of two or more claimants, this Section 6.6, including the Applicable Limitations Period, shall apply separately with respect to each claimant.

To the fullest extent permitted by law, any putative class action lawsuit relating to the Plan, the lawfulness of any Plan provision, the administration of the Plan or the performance or non-performance of a Plan Administrator, Initial Claims Reviewer, Appeals Administrator, their delegees or any officer, employee or former employee of The Dow Chemical Company or any entity within the Dow Controlled Group or other persons who act on their behalf with respect to the Plan shall be filed in one of the following jurisdictions: (i) the jurisdiction in which the Plan is principally administered, which is currently within the territorial boundaries of the Northern Division of the United States District Court for the Eastern District of Michigan; or (ii) the jurisdiction in which the largest number of putative class members resides (or if that jurisdiction cannot be determined, the jurisdiction in which the largest number of class members is reasonably believed to reside).

If any putative class action within the scope of paragraph (a) above is filed in a jurisdiction other than one of those described in paragraph (a), or if any non-class action filed in such a jurisdiction is subsequently amended or altered to include class action allegations, then the Plan, all parties to such action that are related to the Plan, including all alleged Participants and Beneficiaries, shall take all necessary steps to have the action removed to, transferred to or re-filed in a jurisdiction described in paragraph (a). Such steps may include, but are not limited to, (i) a joint motion to transfer the action; or (ii) a joint motion to dismiss the action without prejudice to its re-filing in a jurisdiction described in paragraph (a), with any applicable time limits or statutes of limitations applied as if the suit or class action allegation had originally been filed or asserted in a jurisdiction described in paragraph (a) at the same time that it was filed or asserted in a jurisdiction not described therein.

This provision does not relieve any putative class member from any obligation existing under the Plan or by law to exhaust administrative remedies before initiating litigation.

Nothing contained herein shall in any manner affect any employment relationship between the Company and any Employee or other individual, nor shall anything contained herein be construed to enlarge upon or to add, directly or indirectly, to the employment rights of any individual, except the right to become eligible to become a Participant under the Plan subject to and as provided in the Plan document.

The action of the Company in creating or amending the Plan or any other action, either by the Company or by its employees, contemplated hereunder shall not be construed to constitute or evidence any employer-employee relationship between the Company and its employees. The Company shall have the absolute right at any time to deal with any of its employees from the standpoint of the employer-employee relationship as if the Plan had never been created.

Scrivener’s errors. The Plan shall be applied and interpreted without regard to any scrivener’s error in this instrument. The determination whether a scrivener’s error has occurred shall be made by the VPHR in the exercise of his best judgment and sole discretion, based on his understanding of the intent of The Dow Chemical Company as settlor of the Plan, and taking into account such evidence, written or oral, as he deems appropriate or helpful. The VPHR is authorized to correct any scrivener’s errors he discovers in this instrument, retroactively or prospectively.

Plan document controls over prior agreements. Notwithstanding the provisions of any agreement that was entered into with a Participant on or before December 31, 2008, the terms of the Plan shall control the accrual of any benefits and the payment of any benefits under this Plan. The terms of the Plan shall supersede the applicable terms of any such agreements that purported to control the accrual and payment of nonqualified deferred compensation benefits under this Plan.

The Advisor’s client is the Advisee and not any Participant, Employee, Beneficiary, Spouse or domestic partner, alternate payee, claimant, or other person;  

The Advisee shall be entitled to preserve the attorney-client privilege and any other privilege accorded to communications with the Advisor, and all other rights to maintain confidentiality, to the full extent permitted by law; and

No Participant, Employee, Beneficiary, Spouse or domestic partner, alternate payee, claimant, or other person shall be permitted to review any communication between the Advisee and any of its or his Advisors with respect to whom a privilege applies, unless mandated by a court order.

the use of the masculine gender in this Plan shall also include within its meaning the feminine gender and vice versa;

the use of the singular shall also include within its meaning the plural and vice versa;

the word “include” shall mean to include, but not to be limited to;

any reference to a statute or section of a statute shall further be a reference to any successor or amended statute or section, and any regulations or other guidance of general applicability issued thereunder;

the title of an officer, employee, or entity used in this Plan (including, but not limited to, the title(s) referred to in the definitions of Plan Administrator, Initial Claims Reviewer, and Appeals Administrator), means the respective officer, employee, or entity of The Dow Chemical Company and means any successor title to such position as such title may be changed from time to time;

references to a Plan Administrator, Appeals Administrator, Initial Claims Reviewer, officer or employee of the Company, or other person or entity with responsibility or authority under the Plan shall include delegees (if any) of such entity or person, with respect to such entity’s or person’s delegated responsibilities; and

the captions and headings of each article, section, paragraph, and other provision of the Plan are for convenience and reference only and are not to be considered in interpreting the terms and conditions of the Plan.