QuickLinks
 -- Click here to rapidly navigate through this document
  



EXHIBIT 10.29.1  


 
  First Amendment to Pledge and Security Agreement    
    





        This
First Amendment to the Pledge and Security Agreement (this "Amendment") is effective as of March 25, 2003, by UNION CARBIDE
CORPORATION, a New York corporation ("Grantor"), in favor of THE DOW CHEMICAL COMPANY, a Delaware corporation ("Lender"), and is made with reference to that certain Pledge and Security Agreement dated
March 25, 2003 (the "Pledge and Security Agreement") between Grantor and Lender. Capitalized terms used in this Amendment, but not defined in this Amendment, are as defined in the Pledge and
Security Agreement. 


BACKGROUND  


        Grantor and Lender desire to amend Section 2.1 of the Pledge and Security Agreement. 


AGREEMENT  


        In consideration of the premises, agreements, provisions, and covenants contained in this Amendment and the Pledge and Security Agreement, the parties now agree
as follows: 


	1.
	Amendment to Section 2.1. Section 2.1 of the Pledge and Security Agreement is amended by replacing, in its entirety, the
notwithstanding clause immediately following Subsection 2.1(d) with the following notwithstanding clause:



	

	"Notwithstanding
anything to the contrary contained above: (1) to the extent the security interest created by this Agreement is securing indebtedness
for borrowed money or guarantees of indebtedness for borrowed money (collectively "Funded Debt"), such security interest shall not extend to, and the
term "Collateral" shall not include, any Restricted Property (except to the extent the aggregate Funded Debt secured by Restricted Property hereunder does not exceed at any time outstanding 10% of
Consolidated Net Tangible Assets); (2) so long as Grantor is bound by Section 5.5 of the Participation Agreement, the maximum principal amount of Debt Obligations secured hereunder shall
not exceed at any time outstanding the sum of (x) $800,000,000 plus (y) the amount of Debt Obligations to the extent secured by Designated Joint Ventures; (3) to the extent a grant of a
security interest in any Pledged Collateral would constitute a violation or breach of any other agreement by which Grantor is bound and acceptable arrangements, such as consents or amendments, cannot
be made to avoid a violation or breach of such other agreement by which Grantor is bound, such Pledged Collateral will be excluded from "Collateral;" and (4) to the extent a grant of a security
interest in any Deposit Account for which the relevant depository bank's jurisdiction is not in the United States and acceptable arrangements cannot be made in the United States, such Deposit Account
will be excluded from "Collateral." The parties hereto agree that the amount of Debt Obligations that may be secured under this Agreement is limited under clauses (1) and (2) above, as required
under the Indenture and the Participation Agreement, to only a portion of the aggregate Debt Obligations owing or which may become owing by Grantor to Lender and that any payments or repayments of
such Debt Obligations shall be and be deemed to be applied first to the portion of such Debt Obligations that is not secured hereby, it being the parties' intent that the portion of such Debt
Obligations last remaining unpaid shall be secured hereby."



	2.
	No Other Amendment or Waiver. Notwithstanding the agreement of Lender to the terms and provisions of this Amendment, Grantor
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 Pledge and Security Agreement or any
other Loan Document or a course of dealing at variance with the terms of the Pledge and Security 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 Pledge and Security Agreement and the other Loan Documents in the future. All of the terms, conditions, provisions, and
covenants of the Pledge and Security Agreement and the other Loan Documents will remain unaltered and in full force and effect except as expressly modified by this Amendment. The Pledge and Security
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. 


49





 
EXHIBIT 10.29.1  


First Amendment to Pledge and Security Agreement  




	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. 



	GRANTOR:	 	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




50









QuickLinks


First Amendment to Pledge and Security Agreement