EXHIBIT 10.25.1

Amended and Restated Agreement  (to Provide Materials and Services)

ThisAMENDMENT(this "Amendment") is dated as of June 1, 2004
and entered into betweenUNION CARBIDE CORPORATION("UCC") andDOW HYDROCARBONS AND
RESOURCES INC. ("DHRI"),and is made with reference to that certain Amended and Restated Agreement dated as of July 1, 2003 (the "Restated
Agreement"), between UCC and DHRI with respect to the supply of feedstocks, monomers, fuel, logistics and other services by DHRI to UCC. Capitalized terms used herein without
definition shall have the meanings ascribed to them in the Restated Agreement (as amended by this Amendment).

RECITALS

WHEREAS, Section 6 of the Restated Agreement provides that UCC will make payment to DHRI for products
purchased or services provided under to the Restated Agreement on terms net ten (10) days from the date DHRI issues an invoice; and

WHEREAS, UCC and DHRI wish to provide for the prepayment by UCC of amounts becoming due under the Restated Agreement in consideration for a
discount to UCC on the prices payable for products and services provided under the Restated Agreement;

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



Section 6
of the Restated Agreement is hereby amended by deleting the text of Section 6 in its entirety and substituting the following therefor:

"a)    Estimated
Monthly InvoiceAt the beginning of each calendar month DHRI shall submit to UCC an estimated invoice covering the products and
services that it is anticipated DHRI will provide to UCC hereunder during such month (the "Estimated Invoice"). The Estimated Invoice shall be based on DHRI's projection
of the volume and price of products and services to be provided to UCC by DHRI during such month. If fully and timely paid in accordance with the terms and provisions of Section 6 b), below,
the amount payable on each Estimated Invoice shall be subject to a prepayment discount ("Discount") based upon a discount rate determined in accordance with
paragraph d) of this Section 6 (the "Discount Rate") applied for a forty (40) day time period.

b)    PaymentUCC
shall pay each Estimated Invoice within five (5) business days of its receipt by UCC.

c)    Invoice
AdjustmentPromptly after the end of each calendar month, DHRI shall prepare a final statement (the "Final
Statement") setting forth the difference between (x) the amount of the Estimated Invoice issued in respect of such month (without taking into account the available Discount or
any credit or debit resulting from the application of the last sentence of this Subsection 6 c)) and (y) the actual volume and price, determined in accordance with Section 4 of the
Restated Agreement, of products and services provided by DHRI to UCC during such month. If the Final Statement for any month evidences an overcharge by DHRI pursuant to the Estimated Invoice for such
month, the amount of such difference shall be credited to UCC. If the Final Statement for any month evidences an undercharge by DHRI pursuant to the Estimated Invoice for such month, the amount of
such difference shall be debited to UCC. Any such credit or debit shall be applied against, or included on, the next Estimated Invoice submitted by DHRI to UCC.

d)    Discount
RateThe Discount Rate applicable with respect to the full and timely payment of an Estimated Invoice shall be the London interbank
rate ("LIBOR") plus two and one-half percent (2.5%) per annum. LIBOR shall be determined as the rate for deposits in U.S. Dollars for a period of one month
which appears on the Telerate

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page
3750 as of 11.00 a.m., London time, on the date that is the last business day of the calendar month immediately preceding the month to which the Estimated Invoice applies."



Section 17 of the Restated Agreement is hereby amended by deleting the address for providing notice to UCC in its entirety and substituting the following
therefore:

UCC
Union Carbide Corporation
400 West Sam Houston Parkway South
Houston, Texas 77042



On and after the date of this Amendment, each reference in the Restated Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import
referring to the Restated Agreement, shall mean and be a reference to the Restated Agreement as amended by this Amendment.



This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all
signature pages are physically attached to the same document.



This Amendment will be governed by the laws of the State of Texas.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto
duly authorized as of the date first written above.

|UNION CARBIDE CORPORATION |  | DOW HYDROCARBONS AND RESOURCES INC.
|------------------------- |  | -----------------------------------
|By:                       |  | /s/E. W. RICH                      
|Name:                     |  | E. W. Rich                         
|Title:                    |  | VP, Treasurer, CFO                 

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