SECOND AMENDED AND RESTATED SALES PROMOTION AGREEMENT

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EXHIBIT 10.24

Second Amended and Restated Sales Promotion Agreement

        This Second Amended and Restated Sales Promotion Agreement (" Agreement ") by and between Union Carbide Corporation, a corporation duly organized and existing under the laws of the State of New York, having its principal place of business at 39 Old Ridgebury Road, Danbury, Connecticut 06817 (hereinafter referred to as " UCC ") and The Dow Chemical Company, a corporation duly organized and existing under the laws of the State of Delaware, having its principal offices at 2030 Dow Center, Midland, Michigan (hereinafter referred to as " TDCC "). UCC and TDCC may be referred to hereinafter collectively as the " Parties " or individually as a " Party ."

RECITALS

        WHEREAS, TDCC, UCC and their respective affiliates are engaged in the manufacture of a variety of chemical, plastic and other products; and

        WHEREAS, in order to fully realize the synergies among their respective companies, TDCC, UCC and their affiliates have adopted a business model pursuant to which TDCC and its affiliates sell products to the external market on behalf of both TDCC and its affiliates and UCC and its affiliates and, pursuant to this model, TDCC and its affiliates purchase finished products from UCC and its affiliates and resell them to third party customers; and

        WHEREAS, in addition, TDCC and its affiliates sell certain raw materials to UCC and its affiliates for their use in manufacturing certain products for TDCC and its affiliates (and under certain circumstances as outlined in this Agreement, UCC and its affiliates may employ such raw materials supplied by TDCC and its affiliates to manufacture certain products that are sold directly to third parties), and UCC and its affiliates sell certain products to TDCC and its affiliates for their use in manufacturing certain products; and

        WHEREAS, UCC wishes to supply (and to cause its affiliates to supply) TDCC and its affiliates with raw materials and with finished products for resale to third party customers, to the extent consistent with the production capacity and economic interests of UCC and its affiliates, and TDCC wishes to purchase (and to cause its affiliates to purchase) such raw materials and finished products from UCC and its affiliates in accordance with the principles set forth in this Agreement.

        NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

        1.     Definitions

        The following defined terms and the capitalized terms expressly defined elsewhere in this Agreement shall apply throughout this Agreement. All definitions appearing in the singular form shall apply to the plural form of the same term. Likewise, all definitions appearing in the plural form shall apply to the singular form of the same term.

        " Annual Requirements " means, as to a UCC Product, the total amount of such UCC Product required by TDCC and TDCC Affiliates in a given calendar year.

        " Average Margin " for a given year equals the difference between total net sales of UCC and UCC Affiliates (taken together) for such year and cost of sales of UCC and UCC Affiliates (taken together) for such year, divided by the total net sales of UCC and UCC Affiliates (taken together) for such year. Average Margin shall be deemed to be zero if total net sales of UCC and UCC Affiliates (taken together) for such year is less than the cost of sales of UCC and UCC Affiliates (taken together) for such year.

        " Change of Control " means (x) any direct or indirect transfer or change of ownership interest in UCC that results in TDCC owning, directly or indirectly, less than eighty percent (80%) of the voting rights and economic interest of UCC, or (y) control of UCC is removed from UCC's board of directors or an entity other than TDCC or a TDCC Affiliate replaces a majority of the directors that constitute UCC's board of directors.

        " Effective Date " means January 1, 2004.

        " Enterprise Utilization Rate " for a given product means the average utilization (measured as a percentage) in a given year of the capacity of the plants (located in the United States of America) of TDCC, TDCC Affiliates, UCC and UCC Affiliates (taken together) to produce such product provided that utilization shall be measured without taking into account

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any period during which capacity at a given plant is unavailable or unusable due to operational reliability issues, major maintenance turnarounds, force majeure events, labor work shortages and any similar stoppages.

        " Finished Product " means a UCC Product purchased by TDCC or TDCC Affiliate(s) to be resold to a Third Party Customer without chemical or physical modification thereof.

        " Inter-Company Pricing Policy " means the written policy for computing arm's-length prices chargeable for transfers of tangible goods between TDCC, TDCC Affiliates, UCC and UCC Affiliates, as amended from time to time.

        " Lost Sales " means the net sales price (as determined by the Inter-Company Pricing Policy) of UCC Products which, but for the failure of TDCC and TDCC Affiliates to correctly apply the principles set forth in Paragraph 2(a) of this Agreement would have been realized by UCC and UCC Affiliates during a given calendar year, provided , however that, any purchases of UCC Product by TDCC and TDCC Affiliates from UCC and UCC Affiliates that were not required to be made pursuant to the principles set forth in Paragraph 2(a) of this Agreement shall be creditable by TDCC and TDCC Affiliates against Lost Sales for such calendar year or, to the extent not used in such calendar year, for the subsequent calendar year.

        " Lowest Cost Provider " means, as to a UCC Product, an entity that is able to deliver the UCC Product to the Purchaser (in the case of UCC Products that are not Finished Products) or the Third Party Customer (in the case of Finished Products) at the lowest per-unit cost to Purchaser among the various sources available to Purchaser for such product.

        " Polyethylene " means ethylene homopolymers and copolymers of ethylene with 1-butene, 1-hexene or 1-octene.

        " Purchaser " means, in the case of TDCC Raw Materials, UCC and UCC Affiliates, and, in the case of UCC Products, TDCC and TDCC Affiliates.

        " Supplier " means, in the case of TDCC Raw Materials, TDCC and TDCC Affiliates, and, in the case of UCC Products, UCC and UCC Affiliates.

         "TDCC Affiliate " means an entity (other than UCC or a UCC Affiliate) owned or controlled by TDCC, as evidenced by the direct or indirect ownership or control of one hundred percent (100%) of the voting interest thereof.

        " TDCC Raw Material " means a product required by UCC or UCC Affiliate(s) that is manufactured by TDCC or TDCC Affiliate(s).

        " Third Party Customer " means an entity other than TDCC, TDCC Affiliates, UCC and UCC Affiliates, that purchases from TDCC or a TDCC Affiliate a Finished Product or a product produced by TDCC or TDCC Affiliate(s) from a UCC Product.

        " UCC Affiliate " means an entity owned or controlled by UCC, as evidenced by the direct or indirect ownership or control of one hundred percent (100%) of the voting interest thereof.

        " UCC Product " means a chemical, plastic or other product required by TDCC or TDCC Affiliate(s) that is available from UCC or UCC Affiliates.

        " UCC Utilization Rate " for a given product means the average utilization (measured as a percentage) in a given year of the capacity of the plants (located in the United States of America) of UCC and UCC Affiliates (taken together) to produce such product provided that utilization shall be measured without taking into account any period during which capacity at a given plant is unavailable or unusable due to operational reliability issues, major maintenance turnarounds, force majeure events, labor work shortages and any similar stoppages.

        2.     Purchase of TDCC's and TDCC Affiliates' Requirements for UCC Products

        (a)   TDCC shall purchase and shall cause TDCC Affiliates to purchase (in each case as Purchaser) from UCC and UCC Affiliates (in each case as Supplier), and UCC shall supply and shall cause UCC Affiliates to supply (in each case as Supplier) the Annual Requirements of TDCC and TDCC Affiliates for UCC Products (or in lieu thereof make any payment required by Paragraph 8 hereof), provided:

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(i)

Supplier, selling under the Inter-Company Pricing Policy, is the Lowest Cost Provider of the UCC Product to Purchaser;

(ii)

Supplier can supply the UCC Product in a manner complying with all applicable environmental, health and safety standards; and

(iii)

Supplier can supply the UCC Product in a manner that meets the requirements of Purchaser and Third Party Customers, including product specifications, volume and timing for delivery.

        The assessment of whether or not the criteria of (i)—(iii) are met will be made in accordance with a financial sourcing model or process that neither favors nor disfavors an entity based on whether such entity is TDCC or a TDCC Affiliate, on the one hand, or UCC or a UCC Affiliate, on the other hand.

        (b)   Notwithstanding the foregoing, it is recognized that to some extent the purchase of UCC Product pursuant to the above criteria may not always be practical or consistent with the goal of maximizing the long-term profitability of the Parties. Because of this and to accommodate purchasing decisions that represent a good faith effort to maximize the long term profitability of the Parties, the Parties have agreed that no payment pursuant to Paragraph 8 shall be payable as a result of the failure to comply with the principles set forth in Paragraph 2(a) in any given year unless and to the extent that UCC and UCC Affiliates collectively shall have lost sales as a result of such failure with an aggregate sales price in excess of five percent (5%) of the total amount invoiced by UCC and UCC Affiliates collectively for sale of UCC Products to TDCC and TDCC Affiliates during such year (the " Lost Sales Threshold ").

        3.     Direct Sales by UCC and UCC Affiliates

        (a)   Notwithstanding anything to the contrary in this Agreement or in the business model adopted by TDCC and UC