EXHIBIT 10.3

|Second Amended and Restated Agreement
|-------------------------------------
|(to Provide Materials and Services)  
|                                     

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



2.DEFINITIONS

As
used in this Agreement:



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



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4.COMPENSATION and DELIVERY TERMS



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5.PRODUCT SPECIFICATIONS; LIMITED WARRANTY; ASSUMPTION OF RISK



6.TERMS OF PAYMENT



7.MEASUREMENT



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8.CLAIMS, REMEDIES, LIMITATION OF DAMAGES and INDEMNIFICATION



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9.FORCE MAJEURE



10.PATENTS



11.TAXES



12.WAIVER



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13.ASSIGNMENT



14.APPLICABLE LAW



15.ENTIRETY OF AGREEMENT; SEVERABILITY



16.NOTICE



| |  | DHRI                                                                                                                                  |  | UCC                                                                                                           |  | 
| |  | ------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------- |  | 
| |  | Dow Hydrocarbons and Resources Inc.
Houston Dow Center
400 West Sam Houston Parkway South
Houston, Texas 77042
Attn: Legal Department |  | Union Carbide Corporation
400 West Sam Houston Parkway South
Houston, Texas 77042
            Attn: President |  | 

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|UNION CARBIDE CORPORATION                   |                                                        | DOW HYDROCARBONS AND RESOURCES INC.
|------------------------------------------- | ------------------------------------------------------ | -----------------------------------
|By:                                         | /s/E. W. RICH                                          |                                    
|Title:                                      | Chief Financial Officer,
Vice President, and Treasurer |                                    
|ACKNOWLEDGED and AGREED as to Section 3(b):
|THE DOW CHEMICAL COMPANY                    |                                                        |                                    
|By:                                         | /s/CRAIG B. BARRY                                      |                                    
|Title:                                      | Authorized Representative                              |                                    

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EXHIBIT A

1.Representative Products.    The following is representative list of the products to be supplied to the UCC Group in connection
with this Agreement (i.e., some or all of the following products, as well as products not listed, will be supplied to the UCC Group under this Agreement):

B-P Mix

Hydrocarbon ResidualBenzene

Mixed ButanesButadiene

N-butaneCoal

NaphthaCondensate

Natural GasCrude Butadiene

PropaneCumene

PropyleneE-P Mix

Pyrolysis GasolineEthane

StyreneEthylene

TolueneFuel Oil

ElectricitySteam

Utilities


2.Specifications.    All products purchased by a UCC Member from DHRI under this Agreement shall meet
the then-current DHRI product specification or such specifications as DHRI reasonably determines (e.g., in connection with any of the services or consultation provided by DHRI under this
Agreement) will meet such UCC Member's product quality requirements.

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