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EXHIBIT 10.28.2    
    


First Amendment to Revolving Credit Agreement  



        This First Amendment to the Revolving Credit Agreement (the "Amendment") is effective as of March 25, 2003,
is entered into by and between UNION CARBIDE CORPORATION, a New York corporation ("Borrower"), and THE DOW CHEMICAL COMPANY, a Delaware corporation ("Lender"), and is made with reference to that
certain Revolving Credit Agreement dated March 25, 2003 (the "Credit Agreement") between Borrower and Lender. Capitalized terms used herein without definition will have the same meanings herein
as set forth in the Credit Agreement. 


        WHEREAS Lender and Borrower desire to amend Subsection 3.2(e) of the Credit Agreement as set forth below; 



        NOW, THEREFORE, in consideration of the premises, agreements, provisions, and covenants contained herein and the Credit Agreement, the
parties hereto agree as follows: 


	1.
	Amendment to Subsection 3.2(e). Subsection 3.2(e) of the Credit Agreement is hereby amended by replacing the subsection in its entirety
with the following language: 



"With
respect to each Loan and Credit Enhancement to be provided on or after July 30, 2003, the Borrower shall have obtained all of the consents specified in  Schedule 2." 



	2.
	No Other Amendment or Waiver. Notwithstanding the agreement of Lender to the terms and provisions of this Amendment, Borrower
acknowledges and expressly agrees that this Amendment is limited to the extent expressly set forth in this Amendment and will not constitute a modification of the Credit Agreement or any other Loan
Document or a course of dealing at variance with the terms of the Credit Agreement or any other Loan Document (other than as expressly set forth above) so as to require further notice by Lender of its
intent to require strict adherence to the terms of the Credit Agreement and the other Loan Documents in the future. All of the terms, conditions, provisions, and covenants of the Credit Agreement and
the other Loan Documents will remain unaltered and in full force and effect except as expressly modified by this Amendment. The Credit Agreement and each other Loan Document will be deemed modified by
this Amendment solely to the extent necessary to effect the waivers and amendments contemplated by this Amendment.



	3.
	Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties in separate
counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same agreement. Signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document.



	4.
	Governing Law. This Amendment and the rights and obligations of the parties to this Amendment will be governed by, and construed and
interpreted in accordance with, the law of the State of New York. 




        The
parties agree that this Amendment is effective as of March 25, 2003, and they have caused their authorized representatives to execute this Amendment as dated below. 



	 BORROWER:	 	LENDER:
	

UNION CARBIDE CORPORATION	
 	

THE DOW CHEMICAL COMPANY
	

By:	
 	

/s/ EDWARD W. RICH
	
 	

By:	
 	

/s/ J. P. REINHARD

	Name:	 	Edward W. Rich	 	Name:	 	J.P. Reinhard
	Title:	 	Chief Financial Officer, Vice President, and Treasurer	 	Title:	 	Executive Vice President and Chief Financial Officer
	Date:	 	JUNE 16, 2003
	 	Date:	 	JUNE 16, 2003





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EXHIBIT 10.28.2