Twentieth Amendment to the Amended and Restated Revolving Credit Agreement, dated March 31, 2022, effective as of January 1, 2022, between the Corporation and The Dow Chemical Company

This Twentieth Amendment to the Amended and Restated Revolving Credit Agreement (“Amendment”), dated March 31, 2022, shall be effective as of January 1, 2022, and is made and entered into by and between The Dow Chemical Company, a Delaware corporation (“Lender”) and Union Carbide Corporation, a New York corporation (“Borrower”). Lender and Borrower may each be referred to as a “Party” and together referred to as the “Parties.”

A.The Parties entered into an Amended and Restated Revolving Credit Agreement, effective May 28, 2004, as amended (the “Agreement”); and

B.The Parties acknowledge the lending industry is transitioning away from the use of the London Interbank Offered Rate (LIBOR), and, therefore, the Parties desire to enter into this Amendment to reflect changes to the interest rate to be charged under the Agreement and update other provisions of the Agreement.

The Parties hereby agree as follows:

1.Applicability of Provisions of the Agreement

Except as expressly amended by this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. The Agreement and this Amendment shall be read, taken and construed as one and the same instrument, however, in the event of a conflict or inconsistency between the Agreement and this Amendment, this Amendment will control. Unless otherwise specified, references in this Amendment to Articles and Exhibits refer to the Articles and Exhibits of the Agreement. Capitalized words and phrases used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

2.Definitions

a.The following definition for “Alternative Reference Rate” is hereby added to Article 1 (Definitions):

““Alternative Reference Rate” means the reference rate set forth on Exhibit A attached hereto for the currency applicable to Advances under the Agreement.”

b.The definition for “Applicable Rate” is hereby deleted in its entirety and replaced with the following definition:

““Applicable Rate” means, as of any date of determination, the TDCC Reference Rate.”

c.The definition for “LIBOR” is hereby deleted in its entirety from Article 1 (Definitions).

d.The following definition for “TDCC Reference Rate” is hereby added to Article 1 (Definitions):

““TDCC Reference Rate” means the interest rate established for intercompany financing transactions by the Corporate Treasury Department of The Dow Chemical Company from time to time. This rate is initially comprised of 1 month Alternative Reference Rate; plus a positive spread that represents transactions with unrelated parties under similar terms and conditions.”

3.Prior Loan Agreements

Lender and Borrower agree and acknowledge they may have entered into other loan or credit agreements dated or effective prior to the date hereof in the same capacity as under the Agreement and that all such prior loan or credit agreements are terminated and superseded by the Agreement.

4.Notices

Section 10.6(b) is hereby amended to update the Lender’s address to read:

The Dow Chemical Company

2211 H.H. Dow Way

Midland, MI 48674

Attention: Treasurer

5.Entire Agreement

This Amendment may be signed and delivered in one or more counterparts, each of which when so signed and delivered will be an original, and those counterparts will together constitute one and the same instrument. Delivery of this Amendment by facsimile, e-mail or functionally equivalent electronic transmission constitutes valid and effective delivery. This Amendment may only be modified or amended by an express written agreement signed by an authorized representative of each Party.

6.Governing Law

This Amendment shall be governed by and construed in accordance with the laws of the jurisdiction set forth in the governing law section of the Agreement.

7.Construction

This Amendment was prepared jointly by the Parties, and no rule that it be construed against the drafter shall have any application in its construction or interpretation.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their duly authorized representatives.