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

On May 14, 1992, The Dow Chemical Company established The Dow Chemical Company Executives’ Supplemental Retirement Plan (the “Executives’ Supplemental Retirement Plan”) as an unfunded program of deferred compensation, which included Part A for non-U.S. service, non-controlled group service and/or non-covered controlled group service and Part B for employees whose benefits under the Dow Employees’ Pension Plan (the “DEPP”) are limited by sections 401(a)(17) and 415 of the Code. The Executives’ Supplemental Retirement Plan has been amended and restated several times since its establishment, including to comply with the requirements of section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) with respect to those amounts that are not grandfathered under section 409A. (The portion of the Executives’ Supplemental Retirement Plan consisting of amounts that were “earned and vested,” within the meaning of section 409A of the Code, prior to 2005 and are therefore exempt from the requirements of section 409A of the Code (“Grandfathered Amounts”) can be found in Appendix A of the document in effect on and before the Closing Date described below.)

In connection with the change of control resulting from the transaction described in the Agreement and Plan of Merger (as defined in Article I below), certain benefits accrued through the closing date of the transaction (the “Closing Date”) were paid to participants in a single lump sum pursuant to Section 4.01(b)(v) of the Executives’ Supplemental Retirement Plan. Effective on the day after Closing Date, Part A of the Executives’ Supplemental Retirement Plan was spun off to form The Dow Chemical Company Executives’ Supplemental Retirement Plan - Restricted and Cadre Benefits. Part B of the Plan, renamed “The Dow Chemical Company Executives’ Supplemental Retirement Plan - Supplemental Benefits,” is amended as set forth in this restatement, effective as of the day after the Closing Date.

The purpose of The Dow Chemical Company Executives’ Supplemental Retirement Plan - Supplemental Benefits (the “Plan”) is to provide certain management and highly compensated employees of The Dow Chemical Company and certain affiliated entities with retirement benefits that would otherwise be provided by the DEPP, but for the limitations imposed by sections 401(a)(17) and 415 of the Code, and that are not otherwise provided by any other plan maintained by The Dow Chemical Company or those affiliated entities.

The changes made by this 2017 Restatement apply to all amounts deferred under the Executives’ Supplemental Retirement Plan, except:

The Plan is intended to (1) constitute an unfunded program maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees consistent with the requirements of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and (2) comply with section 409A of the Code and official guidance issued thereunder. Notwithstanding any other provision of the Plan, the Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

“Agreement and Plan of Merger” shall mean the Agreement and Plan of Merger dated as of December 11, 2015 by and among Diamond-Orion HoldCo, Inc., The Dow Chemical Company, Diamond Merger Sub, Inc., Orion Merger Sub, Inc. and E.I. du Pont de Nemours and Company, as amended.

“Appeals Administrator” shall mean the person, group of persons, or entity responsible for reviewing adverse benefit determinations under the Plan, as described in DOL Reg. section 2560.503-1(h). The Global Benefits Director is the Appeals Administrator, except to the extent a different person, group of persons or entity is designated as the Appeals Administrator pursuant to Section 6.2(a) or the Global Benefits Director delegates his responsibility for deciding appeals to another person, group of persons or entity pursuant to Section 6.2(c).

“Beneficiary” shall mean any legal or natural person or persons designated by a Participant to receive a benefit under the Plan in the event of the Participant’s death. Such designation shall be made in writing in accordance with rules prescribed by the Plan Administrator. The beneficiary of a Participant shall be deemed to be such Participant’s Spouse, if married, unless such Spouse agrees in writing to waive this right, or the Participant’s domestic partner, if the Participant and domestic partner are in an approved domestic partner relationship (as defined in the DEPP). If the Participant is not married or in an approved domestic partner relationship and fails to designate a Beneficiary, the amounts payable, if any, under this Plan due to the death of the Participant shall be paid in the following order: (a) to the children of the Participant; (b) to the beneficiary of the Company Paid Life Insurance of the Participant; (c) to the beneficiary of any Company-sponsored life insurance policy for which the Company pays all or part of the premium of the Participant; or (d) to the estate of the Participant. The written waiver requirement that applies to Spouses of Participants does not apply to domestic partners of Participants.

“Benefit Conversion Factor” shall mean the Benefit Conversion Factor as such term is defined in the DEPP.

“Board” shall mean the board of directors of The Dow Chemical Company.

A “Change of Control” under the Plan shall be deemed to have occurred on:

Notwithstanding anything to the contrary in subsections 1.6(a) through (d), however, a Change of Control with respect to benefits to which the Participant accrues a legally binding right on or after the closing date of the transaction described in the Agreement and Plan of Merger shall not include: (i) a transfer, sale or disposition of assets from The Dow Chemical Company to a person, corporation or other entity that occurs in preparation for or in connection with a Business Separation; (ii) the acquisition, disposition, transfer or distribution of stock of The Dow Chemical Company that occurs in preparation for or in connection with a Business Separation; (iii) a change in the membership of the Board that occurs in preparation for or in connection with a Business Separation; or (iv) any other event, action or transaction involving, or with respect to, The Dow Chemical Company or any of its affiliates or subsidiaries that would otherwise be described in Section 1.6(a) through (d) that occurs in preparation for or in connection with a Business Separation. A “Business Separation” is (A) any event, action or transaction described in or contemplated by (1) “The Intended Business Separations” section of the final proxy statement/prospectus filed by DowDupont Inc. (formerly known as Diamond-Orion HoldCo, Inc.) with the Securities and Exchange Commission on June 10, 2016 regarding the separation of the agriculture businesses, specialty products businesses and material sciences businesses into three independent, publicly traded companies following the completion of the Orion Merger, or (2) Section 9.3 and Article X of the bylaws of DowDuPont Inc. as adopted upon the completion of the Orion Merger, and (B) any similar business separation, including any similar

event, action or transaction involving the spin-off or split-out of entities or assets from the DowDuPont Inc. controlled group.

This definition of “Change of Control” is intended to satisfy the definition of a “change in the 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 in Treas. Reg. § 1.409A-3(i)(5) (or any successor provision thereto), and in no circumstance shall an event be treated as a Change of Control unless this Section 1.6 complies with such requirements.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Company” shall mean The Dow Chemical Company and any other entity that is included in the Dow Controlled Group and that is authorized to participate in the Plan by the Board or the Plan Administrator.

“Compensation” shall mean compensation as defined under the DEPP, without regard to the limitations imposed by section 401(a)(17) of the Code and the definition of compensation under section 415 of the Code.

“DEPP” shall mean the Dow Employees’ Pension Plan.

“Dow Controlled Group” shall mean a controlled group of corporations within the meaning of section 414(b) or section 414(c) of the Code or an affiliated service group within the meaning of section 414(m) of the Code with respect to The Dow Chemical Company, and any other entity required to be aggregated with The Dow Chemical Company under section 414(o) of the Code.

“Dow Corning Appendix” shall mean the Appendix to the DEPP that generally applies to employees of the Dow Corning Corporation and its subsidiaries who were first hired by the Dow Corning Corporation or its subsidiaries before October 1, 2016.

“DEPP Component” shall mean benefits accrued under the provisions contained in the DEPP applicable to the DEPP component of the DEPP.

“DEPP Component Supplemental Retirement Benefits” shall mean the benefits accrued by Participants in accordance with Section 3.1 of the Plan that would have been provided under the DEPP Component but for the limitations in sections 401(a)(17) and 415 of the Code.

“Employee” shall mean someone who is employed by the Company to perform personal services in an employer-employee relationship who receives compensation from the Company, other than a retirement benefit, severance pay, retainer, or fee under contract.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Initial Claims Reviewer” shall mean the person, group of persons or entity responsible for deciding benefit claims under the Plan, as described in DOL Reg. § 2560.503-1(e) (i.e., first level claims for benefits). The Initial Claims Reviewer is the North America Retirement Programs Leader, except to the extent a different person, group of persons or entity is designated as the Initial Claim Reviewer pursuant to Section 6.2(a) or the North America Retirement Programs Leader delegates her responsibility for deciding claims to another person, group of persons or entity pursuant to Section 6.2(c).

“Key Employee” shall mean a Participant who is a key employee within the meaning of Treas. Reg. § 1.409A-1(i), as determined in accordance with the procedures adopted by The Dow Chemical Company.

“Orion Merger” shall mean the transaction described in the Agreement and Plan of Merger.

“Participant” shall mean an Employee who has commenced participation in the Plan under Section 2.1 below and whose participation has not terminated under Section 2.2 below.

“Plan” shall mean The Dow Chemical Company Executives’ Supplemental Retirement Plan - Supplemental Benefits as set forth herein, together with any and all amendments hereto.

“Plan Administrator” shall mean the person, group of persons, or entity responsible for administering the Plan as provided in Section 6.1. Each of the Global Benefits Director and the North America Retirement Programs Leader is a Plan Administrator, except to the extent a different person, group of persons or entity is designated as the Plan Administrator pursuant to Section 6.2(a) or the Global Benefits Director or North America Retirement Programs Leader delegates his or her responsibilities to another person, group of persons or entity pursuant to Section 6.2(c).

“Plan Year” shall mean the twelve month period beginning January 1 and ending December 31.

“PPA Component” shall mean benefits accrued under the provisions contained in the DEPP applicable to the Personal Pension Account or PPA component of the DEPP.

“PPA Component Supplemental Retirement Benefits” shall mean the benefits accrued by Participants in accordance with Section 3.2 of the Plan that would have been provided under the PPA Component but for the limitations in sections 401(a)(17) and 415 of the Code.

“Rohm and Haas Appendix” shall mean Appendix I to the DEPP that generally applies to participants, beneficiaries, and alternate payees in the Rohm and Haas Company Retirement Plan on December 30, 2015 who became participants, beneficiaries, and alternate payees of the DEPP on that date.

A Participant’s “Separation from Service Date” shall mean the date on which the Participant experiences a Separation from Service.

With respect to benefits to which the Participant accrues a legally binding right on or after the closing date of the transaction described in the Agreement and Plan of Merger, “Separation from Service” or “Separates from Service” shall mean a “separation from service” within the meaning of section 409A of the Code, except that:

With respect to Participants who did not receive a single lump-sum payment in connection with the change of control resulting from the Orion Merger, “Separation from Service” or “Separates from Service” shall mean 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 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.

“Spouse” shall mean the person’s legal spouse as determined in accordance with IRS Revenue Ruling 2013-17 and other relevant guidance issued by the Internal Revenue Service and the Department of Labor.

“VPHR” shall mean the Vice President of The Dow Chemical Company with senior responsibility for Human Resources.

An otherwise eligible Employee shall cease to accrue benefits under the Plan upon the earliest of: (i) the Participant’s Separation from Service; (ii) the Participant’s death; (iii) the date the Participant’s employer ceases be part of the Dow Controlled Group; or (iv) written notification issued to the Participant that he or she is no longer eligible to participate in the Plan. Thereafter, participation shall continue only for the purposes of receiving a distribution of the benefits accrued and vested as of the date the Participant ceased to actively participate in the Plan.

If a Participant: (i) whose active participation in the Plan ceased because he Separated from Service is later rehired as an Employee; or (ii) whose active participation in the Plan ceased because he was transferred to an entity in the Dow Controlled Group that is not a Company later returns to employment with a Company, his eligibility to participate in, and benefits earned under, the Plan following his rehire or return shall be determined in accordance with Section 2.1 of the Plan and the applicable terms of the DEPP.

minus:

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.

There shall be no duplication of benefits payable under this Plan and under any other plan sponsored by the Company, except as otherwise determined to be appropriate by the Plan Administrator. If a Participant, Spouse or other Beneficiary, or alternate payee, if any, shall be eligible for a benefit under any such plan other and shall also be eligible for a benefit hereunder based upon the same period of service by the Participant, then the amount of such other benefit due or paid to such Participant, Spouse or other Beneficiary (or the actuarial equivalent thereof where necessary or appropriate) shall be deducted from the benefit payable hereunder for such period of service, except as otherwise determined by the Plan Administrator. The Plan Administrator is further authorized to offset any benefit due hereunder as a result of benefits due or paid to a Participant, Spouse or other Beneficiary under another plan sponsored by the Company.

Subject to the special rules provided in this Section 4.1, a Participant’s vested DEPP Component Supplemental Retirement Benefits shall be payable in one of the actuarially equivalent life annuities described below. In the event the Participant does not select a form of payment, the following default provisions will apply. If a Participant is married or has a domestic partner (as defined in the DEPP) when the Participant Separates from Service, then the Participant’s vested DEPP Component Supplemental Retirement Benefits shall be paid in the form of a 100% joint and survivor annuity. If a Participant does not have a Spouse or domestic partner when the Participant Separates from Service, then the Participant’s vested DEPP Component Supplemental Retirement Benefits shall be paid in the form of a single life annuity. A Participant may elect an optional form of payment from the list of actuarially equivalent life annuities (within the meaning of Treas. Reg. section 1.409A-2(b)(2)(ii)) described below. The election of an optional form of payment by the Participant shall be made without regard to the timing or form of payment elected by the Participant under the DEPP and must occur prior to the month in which benefit payments under the Plan are scheduled to commence.

The optional forms of payment are:

A.    Single life annuity

B.    50% joint and survivor annuity

C.    100% joint and survivor annuity

 

To the extent the Participant is eligible to elect it, any of the three options described above - single life annuity, 50% joint and survivor annuity, or 100% joint and survivor annuity - with a Guaranteed Payout Option.

The Guaranteed Payout Option is an additional option elected in conjunction with one of the life annuities otherwise available as a form of distribution under the Plan. The Guaranteed Payout Option provides reduced benefits that are payable monthly during the Participant's and surviving annuitant's lifetime(s), with any remaining guaranteed payout amount paid in the form of a single lump sum payment in the first month following the death of the last annuitant. Unless a Participant has (i) accrued less than 10 years of Eligibility or Vesting Service (as determined under the Dow Employees' Pension Plan) and (ii) is considered Totally Disabled as defined under the Dow Employees' Pension Plan, a Participant may elect the Guaranteed Payout Option.

The amount of the guaranteed payout shall equal the excess, if any, of (i) the Participant's account balance from a vested DEPP Component Supplemental Retirement Benefit determined on the date the Participant Separates from Service over (ii) the sum of all monthly

benefits payments made before the date of death of the last annuitant to die. The Guaranteed Payout amount shall be paid to the Participant's remaining Beneficiary as determined in Section 1.3.

A Participant’s vested PPA Component Supplemental Retirement Benefits payable under the Plan shall be paid in the form of a single lump sum payment following the Participant’s Separation from Service. Payment of the PPA Component Supplemental Retirement Benefit shall be made without regard to the timing or form of payment elected by the Participant under the DEPP.

Notwithstanding the provisions in this Section 4.1, if the present value of a Participant’s vested DEPP Component Supplemental Retirement Benefits as of the date the Participant Separates from Service is equal to or less than $100,000, such benefits will instead be paid as a single lump sum payment at the time provided in Section 4.2(c). If a Participant has a benefit under this Plan and The Dow Chemical Company Executives’ Supplemental Retirement Plan - Restricted and Cadre Benefits, such benefits will be aggregated for purposes of determining if the $100,000 threshold is met, to the extent required by section 409A of the Code. This Section 4.1(c) shall apply, to the extent permitted by 409A of the Code, with respect to benefits to which the Participant accrues a legally binding right on or after the closing date of the transaction described in the Agreement and Plan of Merger.

Subject to the delay for Key Employees, vested DEPP Component Supplemental Retirement Benefits accrued under the Plan shall be payable commencing in the first month following the Participant’s Separation from Service.

A Participant’s vested PPA Component Supplemental Retirement Benefits accrued under the Plan shall be payable in the seventh month following the Participant’s Separation from Service.

Subject to the delay for Key Employees, a Participant’s vested DEPP Component Supplemental Retirement Benefits that satisfy the description of small benefits in Section 4.1(c) shall be paid as a single lump sum in the third month following the Participant’s Separation from Service.

Notwithstanding the foregoing, in the event the Participant is a Key Employee, then upon the Participant’s Separation from Service, distribution of the Participant’s vested DEPP Component Supplemental Retirement Benefits shall be delayed until the seventh month following the date of the Participant’s Separation from Service (or if earlier, the date of the Participant’s death). Amounts otherwise payable to the Participant during such period of delay shall be accumulated and paid in the seventh month following the Participant’s Separation from Service, along with interest on the delayed payments.    

Notwithstanding any other provision of the Plan, a Participant who is eligible for DEPP Component Supplemental Retirements Benefit may receive such benefits in the form of a Lump Sum Distribution if the Participant meets the eligibility requirements of this Section 4.3. A “Lump Sum Distribution” is a single payment that is payable in the amount, on the terms and under the conditions set forth in this Section 4.3.

A Participant shall be eligible to elect a Lump Sum Distribution only if he meets the written eligibility requirements that are established by The Dow Chemical Company (acting through the VPHR or another officer, employee or committee to whom this responsibility is delegated), and that are in effect on the date the Participant submits his election pursuant to this Section 4.3. A Participant shall be notified in writing of his eligibility to elect a Lump Sum Distribution.

A Participant who is eligible and wishes to elect a Lump Sum Distribution shall make his election in writing, on a form provided by the Plan Administrator for such purpose, and shall submit his election to the Plan Administrator at least 12 months before his Separation from Service Date.

In the event such Participant Separates from Service prior to the 12-month anniversary of the date he submitted his written election, his election shall be disregarded and his benefit shall be payable, if at all, in accordance with Section 4.1.

A Lump Sum Distribution validly elected under this Section 4.3 shall be paid on the first day of the first month following the fifth anniversary of the Participant’s Separation from Service Date. For the avoidance of doubt, such date of payment is intended to comply, and shall be construed to comply, with section 409A(a)(4)(C)(ii) of the Code.

If a Participant who has validly elected a Lump Sum Distribution dies after Separation from Service but before such Lump Sum Distribution is paid to him, his Beneficiary shall be paid an amount based on the Lump Sum Distribution determined under this Section 4.3. Such amount shall be paid on the first day of the month immediately following the month in which the Participant’s death occurs.

If a Participant who has elected a Lump Sum Distribution dies before Separation from Service, his election shall be void and his Beneficiary shall receive the payment set forth in Section 4.5(a).

If a Participant dies after receiving a Lump Sum Distribution, no death benefit shall be payable from the Plan on his behalf.

Any amount paid to a Participant or his Beneficiary under this Section 4.3 shall represent the full benefit payable under the Plan to such Participant or Beneficiary, and shall be in lieu of any other payment that otherwise would have been made under the terms of the Plan.

If a Participant is eligible for a Lump Sum Distribution under Section 4.3(a), the amount of his Lump Sum Distribution shall equal his DEPP Lump Sum Benefit, increased with interest from the Participant’s Lump Sum Determination Date through the payment date at the rate of return, compounded monthly, under the Ten-Year U.S. Treasury Note Plus Fund established under The Dow Chemical Company Elective Deferral Plan (Post-2004) (the “EDP”), or the comparable fund under the EDP if the Ten-Year U.S. Treasury Note Plus Fund is no longer offered under the EDP.

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.

The Participant’s DEPP Lump Sum Benefit equals:

minus:

Notwithstanding the foregoing, in the event of a Change of Control, a Participant’s vested DEPP Component Supplemental Retirement Benefit and vested PPA Component Supplemental Retirement Benefits accrued under this Plan shall become payable immediately and shall be paid as a single lump sum payment within 90 days after the Change of Control, provided that the Participant shall not be able to designate the tax year in which such lump sum payment will occur. This section 4.4 shall not apply to Participants who are employees of Dow Corning Corporation in the case of a Change of Control that occurs prior to January 1, 2018.

In the event of a Participant’s death before the month in which benefit payments commence under Section 4.2, death benefits equal to the Participant’s vested DEPP Component Supplemental Retirement Benefits, and vested PPA Component Supplemental Retirement Benefits shall be paid in the first month following the month in which the Participant dies. The death benefit shall be payable in a lump sum to the Participant’s Beneficiary.

In the event of a Participant’s death after benefit payments have commenced under Section 4.2, the death benefit, if any, payable hereunder shall be paid in accordance with the applicable form of payment specified in Section 4.1(a) and any optional form of payment elected by the Participant (if applicable).

A Participant’s benefits shall be paid earlier than the date(s) specified in Sections 4.2, 4.3, or 4.4 under the following circumstances, each only to the extent permitted under section 409A of the Code:

Notwithstanding any other provision of the Plan to the contrary, amounts payable hereunder may be delayed after the date(s) specified under this Article 4 under the following circumstances, each to the extent permitted under section 409A of the Code:

If a Participant or Beneficiary believes he is entitled to have received a benefit but has not received payment, the Participant or Beneficiary must accept any payment made under the Plan and make prompt, reasonable, good faith efforts to collect the remaining portion of the payment, as determined under Treas. Reg. § 1.409A-3(g). For this purpose (and as determined under such regulation), efforts to collect the payment will be presumed not to be prompt, reasonable, good faith efforts unless the Participant or Beneficiary provides notice to the Plan Administrator within 90 days of the latest date upon which the payment could have been timely made in accordance with the terms of the Plan and the regulations under section 409A of the Code, and unless, if not paid, the Participant or Beneficiary takes further enforcement measures within 180 days after such latest date. The requirements of this Section 4.9 shall be in addition to, and shall not supersede or be superseded by, the provisions of Section 6.5.

The entire cost of providing benefits under the Plan shall be paid by the Company out of its current operating budget, and the Company shall not be required under any circumstances to fund its obligations under the Plan. Notwithstanding the foregoing, the Company may, at its sole option, informally fund its obligations under the Plan in whole or in part by the creation of book reserves, the establishment of a grantor trust, the purchase of insurance and other assets, or by other means. In no event shall any Participant or Beneficiary have any incidents of ownership of any such insurance contracts or other assets. In addition, no Participant or Beneficiary shall be named a beneficiary under any such insurance contract. If the Company informally funds the Plan, in whole or in part, the manner of such informal funding and the continuance or discontinuance of such informal funding shall be in the sole discretion of the Company.

Participants and Beneficiaries shall be regarded as unsecured general creditors of the Company with respect to any rights derived by the Participants and Beneficiaries from the existence of the Plan. Title to and beneficial ownership of any Company assets (including any assets that may be held in trust) which may be used to satisfy the Company’s obligation for payment of benefits shall remain solely that of the Company.

Nothing in this Plan shall constitute the creation of a trust or other fiduciary relationship between the Company, its agents, representatives or other employees dealing with the Plan and any Participant, Beneficiary or other person. The obligations of the Company under the Plan shall be limited to an unfunded and unsecured promise to pay.

Except as provided in Section 4.8(a) (regarding domestic relations orders), no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any such attempt shall be void; nor shall any such benefit be in any manner liable for or subject to the debts, contracts, liabilities, engagements except as may be legally required.

This Section 5.4 shall not prevent the obligations and rights of the Company under this Plan to be encumbered in the event of the Company’s insolvency, however.

The Plan Administrator shall be responsible for the administration of the Plan and shall have the exclusive power and authority to control and manage the operation and administration of the Plan. However, any discretionary actions regarding Section 16 Employees, as defined by the Securities Exchange Act of 1934 and determined by the Plan Administrator, are reserved for the Board.

The principal duty of the Plan Administrator shall be to see that the Plan is carried out in accordance with its terms. Except as provided in Sections 6.2 and 6.5, the responsibility and authority of the Plan Administrator shall include, but shall not be limited to, the following duties and powers:

The Plan Administrator, Initial Claims Reviewer, Appeals Administrator, any delegee of the Plan Administrator, Initial Claims Reviewer or Appeals Administrator (irrespective of whether such delegation is provided in writing, orally or by action), and any officer, employee, or former employee of a Company who acts on behalf of the Plan Administrator, Initial Claims Reviewer, Appeals Administrator, or delegee with respect to the Plan, is entitled to all indemnification rights provided to a person in these roles under The Dow Chemical Company’s Bylaws (and any future enhancements to those rights), including indemnification under Section 6.1 and Section 6.2 of The Dow Chemical Company’s Bylaws (or any successor provisions thereto). Notwithstanding the foregoing, nothing in this indemnification provision extends any indemnification rights to any third-party service providers, except for any indemnification rights that may be provided in written contracts between The Dow Chemical Company or the Plan and such third-party service providers.

The claimant may submit written comments, documents, records and other information relating to the claim for benefits. Further, the claimant shall be provided, upon request, and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits.

The Appeals Administrator shall notify a claimant of its determination on appeal within a reasonable period of time, but not later than 60 days after receipt of the claimant’s request for review, unless the Appeals Administrator determines that special circumstances require an extension of time for processing the appeal. If the Appeals Administrator determines that an extension of time for processing the appeal is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 60-day period. In no event shall such extension exceed a period of 60 days from the end of the initial period. The extension notice shall indicate: (i) the special circumstances necessitating the extension and (ii) the date by which the Appeals Administrator expects to render a determination.

If the claim is denied, the Appeals Administrator shall set forth in writing the specific reasons for such denial and such notification shall:

The claimant shall be provided, upon request, and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits.

A claim for a benefit under this Section 6.5 shall include any Applicable Claim as defined in Section 6.6.

provided that if a request for administrative review, timely made in accordance with Section 6.5, is pending before the Initial Claims Reviewer or Appeals Administrator when the period described in this Section 6.6 expires, the deadline for filing such claim or action in a court with proper jurisdiction shall be extended to the date that is 180 days after the mailing or delivery of the adverse determination by the Appeals Administrator.

The period described by this Section 6.6 is hereafter referred to as the “Applicable Limitations Period.” The Applicable Limitations Period replaces and supersedes any limitations period ending at a later time that might otherwise be deemed applicable under state or federal law in the absence of this Section 6.6. Except as provided in the following two sentences, a claim or action filed after the expiration of the Applicable Limitations Period shall be deemed time-barred. The Applicable Limitations Period may be extended by the VPHR or his designee in his sole discretion upon a showing of exceptional circumstances that, in the opinion of the VPHR or his designee provide good cause for an extension. The exercise of this discretion is committed solely to the VPHR or his designee, and is not subject to review.

 

The Dow Chemical Company reserves the right amend the Plan at any time, with or without notice, retroactively or prospectively, to the full extent permitted by law. An action to amend the Plan may be taken by: (1) resolution of the Board; (2) action of the Benefits Governance and Finance Committee, the President, Chief Financial Officer, VPHR, or Global Benefits Director, each acting individually; or (3) action of any other person or persons duly authorized by the Board to take such action.

Notwithstanding the foregoing: (i) an amendment that affects only Section 16 Employees, as defined by the Securities Exchange Act of 1934 and determined by the Plan Administrator, shall not be valid unless it is adopted or approved by the Board; (ii) any amendment shall have prospective application only and shall not reduce a Participant’s right to benefits accrued and vested under the Plan as of the effective date of such amendment; and (iii) no amendment of the Plan shall apply to amounts that were earned and vested (within the meaning of section 409A of the Code and regulations thereunder) under the Plan prior to 2005, unless the amendment specifically provides that it applies to such amounts. The purpose of this restriction is to prevent a Plan amendment from resulting in an inadvertent “material modification” to amounts that are “grandfathered” and exempt from the requirements of section 409A of the Code.

Any amendment of the Plan must be reviewed by an attorney in The Dow Chemical Company’s Legal Department.

The authority of the Benefits Governance and Finance Committee, the President, Chief Financial Officer, VPHR, and Global Benefits Director to amend the Plan under this Section 7.1 may not be delegated.

The Board reserves the right to terminate the Plan, subject to the conditions set forth in this Section 7.2. A plan termination pursuant to this Section 7.2 shall be performed in a manner consistent with the requirements of section 409A of the Code and any regulations or other applicable guidance issued thereunder.

Except as provided in this Section 7.2, no termination of the Plan shall reduce a Participant’s right to benefits accrued and vested under the Plan as of the effective date of such termination. Upon termination of the Plan, distributions shall be made to Participants and Beneficiaries in the manner and at the time described in Article IV, unless the Company determines in its sole discretion that all such amounts shall be distributed upon termination in accordance with the requirements of section 409A of the Code. Upon termination of the Plan, no further benefit accruals shall be permitted.

This Plan shall be binding upon and inure to the benefit of the Company, its successors, Participants, Beneficiaries, and their respective successors, assigns, heirs, personal representatives, executors, administrators, and legatees.

The Plan shall be administered, construed and enforced in accordance with ERISA, and to the extent that ERISA has not preempted the laws of the State of Texas, the laws of the State of Texas shall apply, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this provision to the substantive law of another jurisdiction.

The Company shall have the right to withhold taxes from any payments made pursuant to the Plan, or make such other provisions as it deems necessary or appropriate to satisfy its obligations to withhold federal, state, local or foreign income or other taxes incurred by reason of payments pursuant to the Plan. In lieu thereof, the Company shall have the right, to the extent permitted by section 409A of the Code and other provisions of law, to withhold the amount of such taxes from any other sums due or to become due from the Company to the Participant or any Beneficiary, upon such terms and conditions as the Company may prescribe.

If any provision of the Plan should be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

No notice, election or communication in connection with the Plan made or submitted by any Participant, Employee, claimant or other person shall be effective unless duly executed and filed with the Plan Administrator in the form and manner required by the Plan Administrator.

No term, condition, or provision of the Plan shall be deemed waived unless the purported waiver is in writing signed by the Plan Administrator. No waiver signed by the Plan Administrator shall be deemed a continuing waiver unless so specifically stated in the writing, and any such waiver shall operate only for the stated period and only as to the specific term, condition, or provision waived.

The Company, Plan Administrator, Initial Claims Reviewer, Appeals Administrator, and any person to whom the Plan’s operation or administration is delegated may rely conclusively on any advice, opinion, valuation, or other information furnished by any actuary, accountant, appraiser, legal counsel, or physician whom such entity or person engages or employs. A good faith action or omission based on this reliance is binding on all parties, and no liability can be incurred for it except as the law requires.

Notwithstanding the other provisions hereof, the Plan shall be construed and interpreted to comply with section 409A of the Code and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with section 409A of the Code or regulations thereunder. However, in no event shall the Plan, the Plan Administrator, the Initial Claims Reviewer, the Appeals Administrator, their delegees, the Company, its officers, directors, employees, former employees, parents, subsidiaries, or affiliates be liable for any additional tax, interest, or penalty incurred by a Participant, Beneficiary or any other person as a result of the Plan’s failure to satisfy the requirements of section 409A of the Code, or as a result of the Plan’s failure to satisfy any other applicable requirements for the deferral of tax.

 

If The Dow Chemical Company or other Company (or a person or entity acting on behalf of The Dow Chemical Company or other Company) or a Plan Administrator, Initial Claims Reviewer, Appeals Administrator, 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 (an “Advisee”) engages an attorney, accountant, actuary, consultant, or other person or entity to advise the Advisee on issues related to the Plan or the Advisee’s responsibilities under the Plan (an “Advisor”):

For purposes of the Plan, unless the contrary is clearly indicated by the context:

Dated: August 31, 2017