Second Amended and Restated Agreement

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EXHIBIT 10.3

This SECOND AMENDED AND RESTATED AGREEMENT ("Agreement"), entered into as of April 1, 2005, between Union Carbide Corporation ("UCC"), a New York corporation, and Dow Hydrocarbons and Resources Inc. ("DHRI"), a Delaware corporation, amends and restates that certain agreement of February 6, 2001, as amended and restated as of July 1, 2003 (the "First Amended Agreement"). DHRI agrees to supply the UCC Group (as defined below) with certain products and services under the terms and conditions set forth below.

1.      TERM

The term of this Agreement shall commence on the Effective Date and shall extend until December 31, 2005, and shall continue from year-to-year thereafter, unless earlier terminated in accordance with the provisions of this Agreement (the "Term"). Either UCC or DHRI may elect at any time to terminate this Agreement by providing the other with at least six (6) months' advance written notice of termination.

2.      DEFINITIONS

        As used in this Agreement:

(a)

An "Affiliate" with respect to any entity means any other entity directly or indirectly controlling, controlled by or under common control with, such entity, where "control" of an entity (including, with correlative meaning, the terms "controlling, "controlled by" and "under common control with") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise.

(b)

"Arranged Sales" has the meaning given to it in Section 8(B)(2)(b).

(c)

"Arranged Supply" has the meaning given to it in Section 8(B)(2)(a).

(d)

"Delivery Point" means the point at which product supplied by DHRI to a UCC Member under this Agreement is received (1) into the facilities of such UCC Member or its designee (including without limitation storage facilities operated by such UCC Member or its designee), or (2) into Intermediary Equipment directly connected to the facilities of such UCC Member or its designee, or (3) into the facilities of a third party, or a designee of such UCC Member or such third party, in fulfillment of an obligation of such UCC Member to deliver product to or on behalf of such third party; for avoidance of doubt, (A) when received into any truck or tank car, the Delivery Point is the point at which the product enters the receiving truck or car; (B) when received into any pipeline, the Delivery Point is the point at which the product passes the connection between the delivering pipeline and receiving pipeline; (C) when received into storage, the Delivery Point is the point at which the product enters a storage tank or cavern; (D) when received by "in-line" transfer or "in-storage" transfer, receipt at the Delivery Point occurs immediately upon such transfer; or (E) when received by or into any vessel, the Delivery Point is at the flange between the vessel's permanent hose connection and the shore line.

(e)

"Effective Date" means April 1, 2005.

(f)

"GAAP" means generally accepted accounting principles.

(g)

"Intermediary Equipment" means, with respect to a UCC Member or its designee, intermediary systems or equipment, owned or controlled by a third party, used to deliver products to such UCC Member's or designee's facilities pursuant to a Separate Contract. For avoidance of doubt, the Burnel line connected to UCC's Seadrift Operations is Intermediary Equipment.

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(h)

"Major Sites" means the following four sites: UCC's West Virginia Operations in the vicinity of South Charleston, WV; UCC's St. Charles Operations, in the vicinity of Hahnville, LA; UCC's Texas City Operations in Texas City, TX; and UCC's Seadrift Operations in the vicinity of Seadrift, TX.

(i)

"Net Supply Cost" means the following costs, to be determined in accordance with the then-current cost accounting practices applied by DHRI consistent with GAAP: (1) for fuels, on a site specific basis, the cost of purchases of such fuel (and transportation and storage thereof, except as provided otherwise by the delivery terms of Section 4(b)(2)) under Third-Party Contracts, net of related sales and exchanges, (2) for hydrocarbon feedstocks, the cost of purchases of such hydrocarbon feedstocks (and transportation and storage thereof, except as provided otherwise by the delivery terms of Section 4(b)(2)) under Third-Party Contracts, using the weighted average cost of DHRI's U.S. Gulf Coast pooled inventory and purchases, net of related sales and exchanges, (3) for monomers and aromatics, the cost of purchases of such monomers and aromatics (and transportation and storage thereof, except as provided otherwise by the delivery terms of Section 4(b)(2)), using the weighted average price for such monomers and aromatics under U.S. Gulf Coast Third-Party Contracts, and (4) for electricity, on a site specific basis, the cost (including without limitation applicable fees charged by non-Affiliate third parties) of purchases of such electricity (and transmission thereof), based on market prices, Third-Party Contract prices, or a combination thereof, as applicable, net of related sales of electricity.

(j)

"Separate Contract" means an agreement, which pre-exists the Effective Date, between one or more third parties and one or more UCC Members, including without limitation any such agreement (1) for supply, delivery, storage or transportation of products to UCC or its designee, and/or (2) for the swap or exchange of any products.

(k)

"Small Sites" means the UCC Group's locations other than the Major Sites.

(l)

"TDCC" means The Dow Chemical Company.

(m)

"Term" has the meaning given to it in Section 1.

(n)

"Third-Party Contracts" means contracts between the purchaser (i.e., DHRI or a DHRI Affiliate) and a third party that is not an Affiliate of such purchaser.

(o)

"UCC Group" means UCC and the UCC Subsidiaries, collectively.

(p)

"UCC Member" means a member of the UCC Group.

(q)

"UCC Subsidiary" means a direct or indirect wholly-owned U.S. subsidiary of UCC (such as, but not limited to, Amerchol Corporation, Seadrift Pipeline Corporation, UCAR Pipeline Incorporated, and UCAR Louisiana Pipeline Company).

3.      PRODUCTS AND SERVICES TO BE SUPPLIED BY DHRI TO UCC

(a)

The following products and services will be supplied by DHRI to the UCC Group, as described below, in connection with the UCC Group's U.S. locations except to the extent otherwise agreed to by DHRI and UCC:

(1)

Products : 100% of the UCC Group's procurement requirements for

(A)

fuels, primarily natural gas,

(B)

hydrocarbon feedstocks,

(C)

monomers and aromatics (to supplement the UCC Group's production of monomers and aromatics), and

(D)

electricity,

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except to the extent supply of such products is arranged in accordance with Sections 3(a)(2) or 3(c), below, or is procured by a UCC Member pursuant to a Separate Contract.

(2)

Services . DHRI shall provide: management of the UCC Group's hydrocarbon and energy asset base, and management of the UCC Group's hydrocarbon and energy business matters, including without limitation: (i) management of hydrocarbon and energy contracts (including without limitation Separate Contracts); (ii) communications, as required, with the UCC Group's management and authorized representatives, as well as with any of the UCC Group's external customers, in connection with such hydrocarbon and energy business matters; (iii) monitoring of the UCC Group's and industry supply/demand balances of hydrocarbon and energy products; (iv) the implementation of both short and long term strategic positions in hydrocarbon and energy products; and (v) as mutually determined by UCC and DHRI, provision to the UCC Group of applicable accounting and computer systems to manage the other services supplied to the UCC Group under this Agreement. To the extent a UCC Member elects to separately arrange the supply of any one or more of the foregoing services, in whole or in part, such supply is outside the scope of this Agreement.

Except to the extent supplied by DHRI pursuant to Section 3(a)(1) above, or procured by a UCC Member pursuant to a Separate Contract, and subject to Section 3(c), below, DHRI shall also arrange the supply and sales of fuels, feedstocks, monomers, aromatics, electricity, steam and utilities, as described below:

(A)

Arrange the supply to the UCC Group of 100% of the UCC Group's procurement requirements for fuels (such as natural gas and coal) and hydrocarbon feedstocks, and arrange any storage or transportation needed to effectuate such supply.

(B)

Arrange (1) the supply to the UCC Group of 100% of the UCC Group's procurement requirements for monomers and aromatics, to supplement the UCC Group's production of monomers and aromatics, (2) the sale of 100% of the UCC Group's surplus monomers, aromatics, and hydrocarbon co-products and by-products, and (3) any storage or transportation needed to effectuate such supply or sales.

(C)

Arrange (1) the supply to the UCC Group of 100% of the UCC Group's procurement requirements for electricity, steam and other utilities, (2) the sale of 100% of the UCC Group's surplus electricity, steam and other utilities, and (3) any transportation needed to effectuate such supply or sales; however, to the extent UCC or any other UCC Member elects to separately arrange the supply, sale, or transportation of a UCC Member's procurement requirements for electricity, steam or other utilities, such supply or sales are outside the scope of this Agreement.

(b)

Where DHRI arranges product to be supplied to a UCC Member by TDCC or a TDCC Affiliate, TDCC or such TDCC Affiliate shall (and TDCC shall cause such Affiliate to) supply such product at Net Supply Cost.

(c)

With respect to any one or more of the Small Sites, DHRI may elect to not supply or, to discontinue (at any time) supply of, any one or more of the products or services described in Section 3(a), above; in the event DHRI elects to discontinue supply of any one or more of such products or services (other than pursuant to other provisions of this Agreement which expressly provide for termination of this Agreement), DHRI will reasonably cooperate with UCC to effect a transition to another supplier of such service or product. For any UCC Group location where DHRI does not supply a product or service as described in Section 3(a), above, then upon request of a UCC Member, DHRI may, at its option, consult with a UCC Member regarding the member's procurement of such product or service from third parties.

(d)

A representative list of products to be supplied to the UCC Group in connection with this Agreement is set forth in Exhibit A, attached to and hereby made part of this Agreement ("Exhibit A").

(e)

The parties' respective obligations under Section 3(a) of this Agreement are subject to Separate Contracts; for the avoidance of doubt, a UCC Member shall remain responsible for the payment of any charges payable by such UCC Member under a Separate Contract.

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(f)

DHRI is authorized to act as a UCC Member's delegate with respect to performance of any such UCC Member's rights or obligations under Separate Contracts; provided that, as a delegate of such UCC Member, DHRI will not provide or receive products without corresponding compensation (for example, in the form of payment, in-kind product, or a combination thereof) from or to, respectively, such UCC Member or its designee. DHRI is not liable for Claims (as defined in Section 8(E), below) made by third parties with respect to the acts or omissions of DHRI when acting as delegate for a UCC Member, except to the extent such Claims arise as a result of DHRI's gross negligence or willful misconduct .

(g)

UCC shall cause the UCC Subsidiaries to fully accept, abide by, and comply with, the terms and conditions of this Agreement.

(h)

Appointment as agent .

(1)

UCC hereby makes, constitutes and appoints DHRI as its true and lawful attorney-in-fact and empowers DHRI to act for UCC as UCC's agent during the term of this Agreement in matters connected with the services (for example, arranging the supply or sale of products or utilities, including but not limited to arrangements between UCC and DHRI or UCC and DHRI Affiliates) and products supplied under this Agreement. Specifically, DHRI has the authority to issue and execute those business documents and contracts in the name of UCC which are necessarily issued in conjunction with the services and products being provided by DHRI to UCC under this Agreement. DHRI accepts such appointment and grant. To the extent applicable, UCC shall cause each UCC Subsidiary to make a similar appointment and grant, and DHRI hereby accepts such appointment and grant. DHRI is not liable for Claims (as defined in Section 8(E), below) made by third parties with respect to the acts or omissions of DHRI when acting as agent for a UCC Member, except to the extent such Claims arise as a result of DHRI's gross negligence or willful misconduct.

(2)

(A) For DHRI to provide electricity-related services to UCC Members in an efficient manner, DHRI may from time to time enter energy related agreements in DHRI's name and/or in a UCC Member's name that affect, or otherwise relate to, such UCC Member's electricity matters ("Power Agreements").

(B) UCC, for itself and on behalf of the UCC Subsidiaries, hereby authorizes and gives consent to DHRI to enter Power Agreements in DHRI's and/or a UCC Member's name. The Power Agreements provide for electricity-related matters applicable to one or more UCC Members which may include, without limitation, commitments regarding a QSE, REP, scheduling, pooling, ancillary services and marketing services.

(C) UCC, for itself and on behalf of the UCC Subsidiaries, hereby (i) authorizes and consents to DHRI taking actions for a UCC Member with respect to Power Agreements regarding such UCC Member's electricity matters, (ii) agrees to comply with Power Agreements and with DHRI's requests related thereto, and (iii) acknowledges and agrees that DHRI is entering Power Agreements and providing, coordinating or arranging for electricity-related services under Power Agreements within the scope of the services contemplated under this Agreement.

(D) UCC, for itself and on behalf of the UCC Subsidiaries, hereby acknowledges that any prior Power Agreements entered into by DHRI, and related actions by DHRI of the nature described in this Agreement that are applicable to a UCC Member's electricity matters, are fully ratified, authorized and accepted by UCC, the UCC Subsidiaries, and DHRI.

(E) Notwithstandi