**EXHIBIT3.1.4**

 

**RESTATED CERTIFICATE OF INCORPORATION**

 

**OF**

 

**UNIONCARBIDE CORPORATION**

 

**UNDERSECTION 807 OF THE BUSINESS CORPORATION LAW**

 

1.             The name of the corporation (which is hereinafterreferred to as the “Corporation”) is Union Carbide Corporation.  The name under which the Corporation wasformed was Union Carbide and Carbon Corporation.

 

2.             The originalCertificate of Incorporation of the Corporation was filed with the Office of the Department ofState of the State of New York on November 1, 1917.  A RestatedCertificate of Incorporation of the Corporation was filed with the Office ofthe Department of State of the State of New York on June 25, 1998.  A Certificate of Merger was filed with theOffice of the Department of State of the State of New York on February 6,2001 and a Certificate of Change was filed with the Office of the Department ofState of the State of New York on May 3, 2001, respectively amendingcertain article(s) of the Restated Certificate of Incorporation.

 

3.             This RestatedCertificate of Incorporation of the Corporation was authorized by resolutionadopted by the Board of Directors of the Corporation on April 23, 2008,pursuant to Section 807 of the New York Business Corporation Law.

 

4.             The Restated Certificate ofIncorporation of the Corporation is hereby amended by the addition of aprovision for (i) the indemnification of directors, officers, employeesand agents of the Corporation, (ii) the amendment of the Bylaws of theCorporation and (iii) the amendment of the Certificate of Incorporation ofthe Corporation, and the text of the Restated Certificate ofIncorporation of the Corporation is hereby restated as amended hereby, to readin its entirety as follows:

 

23

----

 

**Article I**

**NAME**

 

The name of theCorporation (which is hereinafter referred to as the “Corporation”) is UnionCarbide Corporation.

 

**Article II**

**PURPOSE**

 

The Corporation mayengage in any lawful act or activity for which corporations may be organizedunder the New York BusinessCorporation Law provided that the Corporation is not formed to engage in anyact or activity which requires the consent or approval of any state official,department, board, agency or other body, without such consent or approval firstbeing obtained.

 

**Article III**

**NAMEOF REGISTERED AGENT**

 

The Secretary of Stateshall be the agent of the corporation upon whom process against it may beserved. The Secretary of State shall mail copies of such process to theregistered agent at the address of the registered office of the Corporation inthe State of New York.

 

**Article IV**

**CITY/COUNTYOFFICE**

 

Theoffice of the Corporation is to be located in the City of New York, County ofNew York.

 

**Article V**

**ADDRESSOF REGISTERED AGENT**

 

The address of theregistered agent of the Corporation in the State of New York is 111 EighthAvenue, New York, New York 10011, County of New York.  The name of its registered agent at thataddress is CT Corporation System.

 

**Article ****VI**

**CAPITALSTOCK**

 

The aggregate number ofshares that the Corporation shall have the authority to issue is 1,000 sharesof Common Stock, par value $0.01 per share.

 

**Article ****VII**

**BOARDOF DIRECTORS**

 

The number of directors,their terms and their manner of election shall be fixed by or pursuant to theBylaws of the Corporation.

 

24

----

 

**Article ****VIII**

**INDEMNIFICATION;LIMITATION OF LIABILITY**

 

Directors, officers,employees and agents of the Corporation may be indemnified by the Corporationto such extent as is permitted by the laws of the State of New York and as theBylaws may from time to time provide.

 

A Director of theCorporation shall not be personally liable to the Corporation or itsstockholders for monetary damages for breach of fiduciary duty as a Director tothe fullest extent permitted by the New York Business Corporation Law as thesame now exists or hereafter may be amended.

 

**Article ****IX**

**AMENDMENTOF BYLAWS**

 

The Bylaws of theCorporation may be amended, altered, changed, adopted or repealed by thestockholders of the Corporation or by the Board of Directors by a vote of amajority of the entire Board.

 

**Article ****X**

**AMENDMENTOF CERTIFICATE OF INCORPORATION**

 

The Corporation herebyreserves the right to amend, alter, change or repeal any provision contained inthis Certificate of Incorporation in the manner now or hereafter prescribed bythe New York Business Corporation Law and all rights conferred on stockholderstherein granted are subject to this reservation.

 

**INWITNESS WHEREOF, this Restated Certificate of Incorporation of the Corporationhas been executed by its duly authorized officer this 6th day ofMay, 2008.**

 

 
|   | **Union  Carbide Corporation** |
|--------|--------------------------------|
|   |                           |   |
|   |                           |   |
|   | By:                            | /s/  DAVID G. WILKINS |
|   |                           | David  G. Wilkins |
|   |                           | Vice  President, General Counsel and Secretary |

 

25

----