Second Amendment to Second Amended and Restated Revolving Loan Agreement

This Second Amendment to the Second Amended and Restated Revolving Loan Agreement (the “ Amendment ”), dated as of December 31, 2007, is entered into by and between Union Carbide Corporation, a New York corporation (the “ Lender ”) and The Dow Chemical Company, a Delaware corporation (the “ Borrower ”) effective as of August 1, 2009.

WHEREAS, the Lender and the Borrower are parties to the Second Amended and Restated Revolving Loan Agreement dated as of November 1, 2005 and amended by the First Amendment dated the 31 st day of December 2007 (the “Loan Agreement”);

WHEREAS, the Lender and the Borrower wish to increase the Commitment Amount, and to change the Interest Rate, both as defined in the Loan Agreement;

NOW, THEREFORE, in view of the following terms and conditions and for other good and valuable consideration to the receipt and sufficiency whereof is