This is a summary of the proposed Plan as of 1-1-99. You should not rely on anything in this Summary until (1) the Court approves the materials to be sent to claimants and counsel, and (2) you obtain and review that material to see what, if any, changes have been made. This summary is in no way intended to be a solicitation for acceptance or rejection of the Plan.

1.Filing of Claims. Filing of Claims. Anyone who timely filed a Proof of Claim in the bankruptcy case by the bar date is automatically registered with the new Claims Office. Persons who did not timely file have another opportunity to register through Dow Chemical's (and other co-defendant's) "Rule 3005" filing. Section 2.02 of the document provides that such persons must file a "Notice of Intent" with the bankruptcy court anytime prior to 90 days after the Effective Date of the Plan to assume their claim. This filing will automatically register them with the Claims Office, allowing them the opportunity to elect litigation or settlement (assuming their Notice of Intent was timely filed).

2.Election Deadline.All timely registered claimants have 6 months after the Effective Date to elect either the Litigation Facility or the Settlement Facility. (Section 3.02(c)). Claimants who do not elect either will automatically be placed in the Settlement Facility.

3.Settlement Options For Breast Implant Claimants. Section 6.02 provides that Breast Implant Claimants may participate in and receive compensation from any and all of the three following options:

A.Explantation. Claimants may receive a one-time $5,000 explantation payment for Dow Corning breast implants removed after 12/31/90 (which is broader than the RSP date of 4/l/94) and on or before the 10th anniversary of the Effective Date. (Section 6.02(c).) The amount of compensation is also greater than the RSP explanation amount ($3,000).


B.Disease. Claimants have 15 years to file a disease claim. All claimants may select between the original global criteria (Disease Option I) and the Long Term Benefit criteria of the RSP (Disease Option II) (this is broader than the RSP which only allowed current claimants to use the original global criteria). Payment amounts for Disease Option I range from $10,000 to $50,000 (same as the RSP without the rupture enhancement) and Disease Option II amounts are identical to the RSP Long Term Benefit grid ($75,000 -- $250,000). In addition, if sufficient funds are available, Disease Claimants may receive another payment of up to an additional 20% called a Premium Payment. (Section 6.02(d).) As discussed below, there are also provisions built in both disease options to allow for payments for increased severity of disease or disability. Claimants who filed their disease claims with the Claims Office as part of the original global settlement or the RSP do not have to resubmit their documentation

Expedited Release. Instead of participating in the disease option, claimants can release and forego their right to participate in this settlement option and receive now $2,000 as an Expedited Release payment. (Section 6.02(f).) The Expedited Release Payment program is available for 3 years from the Effective Date and may be extended by the Claims Administrator. Claimants who elect the Expedited Release Payment do not waive their right to participate in the Explanation and Rupture Payment Options (i.e., they can accept the $2,000 and still receive compensation from these two other settlement options).

C.Rupture. Section 6.02(e) provides that Claimants may receive up to $25,000 ($20,000 Base Payment and $5,000 Premium Payment) for a ruptured Dow Corning silicone gel (or ruptured lumen surrounding the silicone in a double lumen) Breast Implant if they are explanted and submit rupture proof on or before two years after the Effective Date (the RSP time frame was less than one year). The rupture proof is based on the RSP but the dates have been changed to correlate with the bankruptcy settlement, i.e., claimants explanted prior to the Effective Date have less stringent proof requirements than claimants explanted after the Effective Date (in the RSP, the applicable date was 1/1/96). This will allow claimants to be explanted now before the Plan is confirmed and submit their rupture proof relying on the surgical report and if available, the pathology report along with a statement as to whether the implants have been preserved.

There is also a provision in the proposed Plan that is not in the RSP that allows claimants with ruptured implants to receive compensation if they are unable to be explanted because of a serious medical condition (i.e., explantation is medically contraindicated) and if their rupture is documented by MRI. In addition, claimants may participate in an "Individual Review Process" to have their rupture claims accepted in certain circumstances even though they do not meet the rupture definition (see discussion below and the provisions at Section 6.02(e)(v)).

4.Individual Rupture Review Process. Section 6.02(e)(v) describes a process for claimants who do not meet the rupture definition to recover if they can meet any of the two following criteria:

A.Medical documentation, created before explantation surgery or within a reasonable time after explantation of the Dow Corning single or double lumen silicone gel Breast Implant, demonstrating visual confirmation of a breach in the elastomer envelope found upon or prior to removal of the Dow Corning silicone gel Breast Implant, or


B.Medical documentation demonstrating migration along tissue placed distant from the site of breast implantation of a substantial mass of material confirmed by biopsy to be silicone from a ruptured Dow Corning single or double lumen silicone gel Breast Implant,

This documentation is submitted to Dow Corning, with the claimant's identifying information redacted. Dow Corning has 60 days to review the submission and accept or reject it. Dow Corning may not unreasonably deny a claim submitted through this process. If they reject the proof, the claimant may appeal to the Appeals Judge whose decision is final and binding. This process and the two new criteria are broader than the RSP, which did not have anything similar.

The rupture definition also explicitly states that the Claims Office shall take into account that physicians use different terminology in their records and that simply because the medical records do not use the word "rupture" is not a basis to deny the claim. This is also broader than the RSP.

5.25% Election Penalty in the RSP. . In the RSP, all claims were processed under the original global criteria and then, after receiving a Notification of Status letter, current claimants could elect between the Fixed Amount Benefit Schedule and the Long Term Benefit Schedule. If they elected the Long Term benefits and did not qualify, they could return to the Fixed Amount benefits but their compensation was reduced by 25%. This process has been changed for certain types of claims. In the Dow Corning settlement, claimants who seek benefits for scleroderma, lupus, polymyositis and dermatomyositis will automatically be evaluated under both the Fixed Amount benefits (Disease Option I) and the Long Term Benefit (Disease Option II) criteria. (Section 6.02(d)(ii and iii)). Their Notification of Status letter will inform them of their eligibility under both programs and claimants may choose to recover under the highest disease for which they are eligible. All other disease claims (ACTD, MCTD, ANDS, etc.) will be evaluated under Disease Option I (the global criteria) and, if they have an approved disease or a claim with only a minor deficiency, they can then elect to submit additional material to qualify under Disease Option II (the Long Term Benefit Schedule). If they fail to qualify for Disease Option II and wish to return to Disease Option I, their compensation will be reduced by 25%.

6.Multiple Manufacturer Reduction. Section 6.02(d)(v) provides that only claimants who have a disease claim, a Dow Corning breast implant and acceptable proof of a silicone gel breast implant from Bristol, Baxter or 3M will have their disease recovery reduced by 50%. Under Section 6.02(e)(viii), a claimant's rupture recovery may also be reduced if they fall within a very narrow circumstance: the claimant has acceptable proof of a rupture of a Dow Corning silicone gel breast implant, was a current claimant in the RSP, did not opt out of the RSP, and received a rupture enhancement payment for a Bristol, Baxter or 3M silicone gel breast implant in the RSP. If they meet all of these criteria, then their Dow Corning rupture recovery will also be reduced by 50%. Only an extremely small number of claims may fall within this narrow circumstance.

7.Increased Severity Fund. The Plan Provides for an Increased Severity Program for claimants who qualify under Disease Option I (the original global criteria). (Section 6.02(d)(viii)). This fund allows claimants to receive additional benefits if their disability level increases to the "A" level anytime during the 15 years of the settlement program. In the RSP, there are no additional benefits for claimants who elected Fixed Amount benefits. The total payout of the Increased Severity Fund is $15 million NPV. There is also, like the RSP, a provision which allows claimants in Disease Option II to recover for an increase in the severity of their disease or disability. (Section 6.02(d)(ix)(b).) These payments are treated as Premium Payments under the Plan.

8.Other Products. Although the Term Sheet and Addendum II Provided that Dow Corning would establish the criteria for Other Products (i.e., it would be the criteria set forth in their Second Amended Plan of Reorganization), this criteria has been improved in significant respects. For example, the rupture definition and proof is identical to that for breast implant claimants. This is a capped non-reversionary fund of $36 million NPV.

9.Silicone Material Claimant Program. Breast Implant Claimants who have silicone gel breast implants that were implanted after 1/1/76 and before 1/1/92, have at least one breast implant made by Bioplasty, CUI or Mentor and do not also have an implant from Bristol, Baxter, 3M or Dow Corning may submit a disease claim and receive up to 40% of the disease grid. (Section 6.04). It is a capped non-reversionary fund of $57.5 million NPV. All disease claims under this program must be submitted on or before two years after the Effective Date. Claimants who do not elect or qualify for the disease option may receive an Expedited Release Payment. Claimants who have only Bristol or Baxter silicone breast implants may apply as well, but they are required to "Marshal" their recoveries (i.e., first obtain all compensation available to them from the manufacturer of their implants). Their recovery will be reduced on a dollar-for-dollar basis. All excess money in the fund, after payment of disease and Expedited Release payments, will be made on a pro rata basis to all eligible Silicone Material Claimants. Silicone Material Claimants will not be paid until all disease and expedited release claims under this fund have been evaluated. Since claims may be submitted for two years, claims from this fund will not be paid until at least beginning the 3rd year of the Plan.

10.Foreign Claimants. The foreign claims that have not already settled with Dow Corning will be offered the same settlement options as domestic claimants (explanation, rupture, and disease or expedited release) but will be paid on a "Pfizer" grid of 60% or 35% of the value of domestic claimants, depending on their country of citizenship. (Section 6.05). In addition, the Claims Office is authorized to establish a separate claims facility in Europe and one in South America to allow claims to be processed in languages other than an English.

11.Proof of Manufacturer. . Schedule I lists the brand and implant names acceptable for Dow Corning breast implants and the proof required. The proof is verbatim, from the RSP with some additional criteria specific to Dow Corning, such as participation in the Dow Corning Breast Implant Removal Assistance Program. The proof also lists a set of unique identifiers, adopted largely wholesale from Dr. Middleton, which should make it easier for claimants to have their proof accepted by the Claims Office. Proof of manufacturer is essential to recovering any benefits under the Plan.