Union Carbide Corporation

EXHIBIT 10.3.1

12/19/2023

Union Carbide Corporation

000 Xxxx Xxx Xxxxxxx Xxxxxxx Xxxxx

Houston, Texas 77042

Attn: Xxxxxxx Xxxxxx

xxxxxxx@xxx.xxx

VIA EMAIL

RE:    Mutual Termination of Third Amended and Restated Agreement

Reference is made to Third Amended and Restated Agreement, effective March 1, 2008 (as may have been amended from time to time, “Agreement”), between Union Carbide Corporation and Dow Hydrocarbons and Resources LLC (collectively, the “Parties”).

This letter shall serve to confirm that the Parties have mutually agreed to terminate the Agreement effective as of November 1, 2023. Please confirm your agreement to the foregoing by signing where indicated below.

If you have any questions regarding this matter, please contact me by email.

Sincerely,

DOW HYDROCARBONS AND RESOURCES LLC

/s/ XXXX XXXXX

Name:    Xxxx Xxxxx

Title:    Authorized Representative

AGREED and ACCEPTED:

UNION CARBIDE CORPORATION

/s/ XXXXXXX XXXXXX

Name:    Xxxxxxx Xxxxxx

Title:    Vice President, Chief Financial &

Treasurer

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