EXHIBIT 10.29

Pledge and Security Agreement

ThisPLEDGE AND SECURITY AGREEMENTis dated as of March 25, 2003, by UNION CARBIDE CORPORATION, a New York
corporation ("Carbide" or "Grantor"), in favor of THE DOW CHEMICAL COMPANY, a Delaware corporation
("TDCC" or "Lender").

W I T N E S S E T H:

WHEREAS, Carbide is a party to a Credit Agreement dated as of the date first above written (as the same may be hereafter amended, modified, supplemented or
restated from time to time, the"Credit Agreement") between Carbide, as borrower, and TDCC, as lender;

WHEREAS,
as a condition precedent to the effectiveness of the Credit Agreement, Carbide is required to execute and deliver this Agreement; and

WHEREAS,
to secure the due and punctual payment and performance of, among other things, the obligations of Carbide arising under the Credit Agreement, Carbide wishes to grant to TDCC a
security interest in the Collateral (as defined below), subject to the limitations set forth herein;

NOW,
THEREFORE, in consideration of the premises and to induce TDCC to enter into the Credit Agreement and to induce TDCC to make and/or continue extensions of credit to Carbide
thereunder, Carbide hereby agrees with TDCC as follows:

ARTICLE I        DEFINED TERMS

Section 1.1Definitions.



"Agreement" means this Pledge and Security Agreement.

"Approved Deposit Account" means a Deposit Account maintained by Grantor with a Deposit Account Bank, which account is the subject of an
effective Deposit Account Control Agreement, and includes all monies on deposit therein and all certificates and instruments, if any, representing or evidencing such Deposit Account.

"Collateral" has the meaning specified inSection 2.1.

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"Consolidated Net Tangible Assets" means total assets less (a) total current liabilities (excluding indebtedness for borrowed money
or guarantees thereof due within 12 months) and (b) goodwill, as reflected in the Company's most recent consolidated balance sheet preceding the relevant date of a determination, such
amount to be calculated in accordance with Section 4.04(9) of the Indenture.

"Debt Obligations" means (i) at any time when Grantor is bound by the restrictions set forth in Section 5.5 of the
Participation Agreement, any Obligation that would constitute "Debt" as defined in Section 5.1 of the Participation Agreement, and (ii) at any time when Grantor is not bound by the
restrictions set forth in Section 5.5 of the Participation Agreement, any Obligations for borrowed money or any guarantee of such Obligation.

"Deposit Account Bank" means a financial institution selected or approved by Lender and with respect to which Grantor has delivered to
Lender an executed Deposit Account Control Agreement.

"Deposit Account Control Agreement" means a letter agreement in form and substance satisfactory to Lender, executed by Grantor, Lender and
the relevant Deposit Account Bank.

"Designated Joint Ventures" means any of the Pledged Collateral identified as a "Designated Joint Venture" on Schedule 2.

"Indenture" means the Indenture dated as of June 1, 1995 between Grantor and Chemical Bank, as trustee, as amended.

"Intercompany Note" means any promissory note evidencing Intercompany Indebtedness.

"LLC" means each limited liability company in which Grantor has an interest identified on Schedule 2.

"LLC Agreement" means each operating agreement with respect to an LLC, as each agreement has heretofore been and may hereafter be amended,
restated, supplemented or otherwise modified from time to time.

"Non-Debt Obligations" means all Obligations other than Debt Obligations.

"Obligations" means all advances, debts, liabilities, obligations, covenants and duties owing by Grantor to Lender of every type and
description, arising under (i) the Credit Agreement or under any other Loan Document, including all Loans and Credit Enhancement Obligations and all fees and expenses and all interest, charges,
expenses, fees, attorneys' fees and disbursements and other sums chargeable to Grantor under the Credit Agreement or any other Loan Document, or (ii) any other transaction, arrangement,
agreement, guarantee, indemnity or extension or enhancement of credit entered into or provided by Lender to or on behalf of Grantor from and after the date hereof, in each case whether direct or
indirect, absolute or contingent, or due or to become due.

"Participation Agreement" means the Participation Agreement dated as of April 1, 2000, with respect to Union Carbide Trust
No. 2000-A, as amended from time to time.

"Partnership" means each partnership in which Grantor has an interest identified on Schedule 2.

"Partnership Agreement" means each partnership agreement governing a Partnership, as each such agreement has heretofore been and may
hereafter be amended, restated, supplemented or otherwise modified.

"Pledged Collateral" means, collectively, the Pledged Notes, the Pledged Stock, the Pledged Partnership Interests, the Pledged LLC
Interests, all certificates or other instruments representing any of the foregoing, all Security Entitlements of Grantor in respect of any of the foregoing, all dividends, interest distributions,
cash, warrants, rights, instruments and other property or Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing.

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"Pledged LLC Interests" means all of Grantor's right, title and interest as a member of the LLCs set forth on Schedule 2and all of Grantor's right, title and
interest in, to and under any LLC Agreement with respect thereto to which it is a party.

"Pledged Notes" means all right, title and interest of Grantor in the Instruments evidencing Intercompany Indebtedness (including any
Intercompany Notes) owed to Grantor, including all Indebtedness described onSchedule 2, issued by the obligors named therein, and all interest,
cash,
Instruments and other property or Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Indebtedness.

"Pledged Partnership Interests" means all of Grantor's right, title and interest as a limited and/or general partner in the Partnerships
set forth onSchedule 2and all of Grantor's right, title and interest in, to and under any Partnership Agreements with respect thereto to which
it is a party.

"Pledged Stock" means the shares of capital stock owned by Grantor identified on Schedule 2;provided, however,that
so long as doing otherwise would result in adverse tax
consequences to Grantor, the amount of outstanding capital stock of any Subsidiary that is not a domestic Subsidiary that is pledged or deemed to be pledged hereunder shall not exceed the amount of
shares of capital stock possessing up to but not exceeding 65% of the voting power of all classes of capital stock of such Subsidiary entitled to vote.

"Restricted Property" means any shares of capital stock of a Restricted Subsidiary owned by the Company or a Restricted Subsidiary.

"Restricted Subsidiary" means a Wholly-Owned Subsidiary that has substantially all of its assets located in the United States and owns a
manufacturing facility located in the United States.

"Secured Obligations" means the Debt Obligations and Non-Debt Obligations owed by Grantor to Lender.

"Securities Act" means the Securities Act of 1933, as amended.

"UCC" means the Uniform Commercial Code as in effect in the State of New York on the date hereof;provided,
however,that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of Lender's security interest in any Collateral
is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect on the date hereof in
such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

"Wholly-Owned Subsidiary" means a Subsidiary of which 100% of the outstanding voting stock or equity securities are owned directly or
indirectly by Grantor.

Section 1.2Certain Other Terms.



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ARTICLE II        GRANT OF SECURITY INTEREST

Section 2.1Collateral.For the purposes of this Agreement, all of the following property now owned by
Grantor or in which Grantor now has any right, title or interests is collectively referred to as the "Collateral":



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) $800,000,000plus(y) the amount of Debt Obligations to the extent secured by Designated Joint Ventures; (3) any
Pledged Collateral if the grant of a security interest therein would constitute a violation or breach of any other agreement by which Grantor is bound; and (4) any Deposit Accounts for which
the relevant depository bank's jurisdiction is not in the United States and acceptable arrangements cannot be made in the United States. 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.

Section 2.2Grant of Security Interest in Collateral.Subject to the limitations expressly set forth in Section 2.1, Grantor, as
security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration
or otherwise) of the Secured Obligations, hereby collaterally pledges to Lender and grants to Lender a Lien on and security interest in, all of its right, title and interest in, to and under the
Collateral.

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ARTICLE III        REPRESENTATIONS AND WARRANTIES

To induce Lender to enter into the Credit Agreement, Grantor hereby represents and warrants to Lender that:

Section 3.1Title; No Other Liens.Except for the Lien granted to Lender pursuant to this Agreement and
the other Liens permitted to exist on the Collateral under the Credit Agreement, (a) Grantor is the record and beneficial owner of the Pledged Collateral pledged by it hereunder constituting
Instruments or certificated securities and owns each other item of Collateral in which a Lien is granted by it hereunder and (b) all such Collateral is owned free and clear of any and all
Liens.

Section 3.2Perfection and Priority.The security interest granted pursuant to this Agreement will
constitute a valid and continuing perfected security interest in favor of Lender in the Collateral for which perfection is governed by the UCC upon (i) the completion of the filings and other
actions specified onSchedule 3(which, in the case of all filings and other documents referred to on such schedule, have been delivered to
Lender in completed and duly executed form), (ii) the delivery to Lender of all Collateral consisting of Instruments and certificated securities, in each case properly endorsed for transfer to
Lender or in blank, and (iii) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts. Such security interest will be prior to all other Liens on the Collateral
except for Customary Permitted Liens which have priority over Lender's Lien by operation of law or otherwise as permitted under the Credit Agreement or any Loan Document.

Section 3.3State of Incorporation; Chief Executive Office.On the date hereof Grantor's jurisdiction of
organization, organizational identification number, if any, and the location of Grantor's chief executive office or sole place of business is specified on Schedule 1.

Section 3.4Pledged Collateral.



ARTICLE IV        COVENANTS

As long as any of the Obligations (other than contingent indemnification Obligations not yet due and payable) remain outstanding, unless the Lender otherwise
consents in writing, Grantor agrees with Lender that:

Section 4.1Generally.Grantor shall (a) except for the security interest created by this
Agreement, not create or suffer to exist any Lien upon or with respect to any of the Collateral, except Liens permitted under the Credit Agreement; (b) not use or permit any Collateral to be
used

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unlawfully or in violation of any provision of this Agreement, any other Loan Document, any Requirement of Law or any policy of insurance covering the Collateral; (c) not sell, transfer or
assign (by operation of law or otherwise) any Collateral except as permitted under the Credit Agreement; (d) not enter into any agreement or undertaking restricting the right or ability of
Grantor or Lender to sell, assign or transfer any of the Collateral if such restriction would have a Material Adverse Effect; and (e) promptly notify Lender of its entry into any agreement or
assumption of undertaking that restricts the ability to sell, assign or transfer any of the Collateral regardless of whether or not it has a Material Adverse Effect.

Section 4.2Maintenance of Perfected Security Interest; Further Documentation.



Section 4.3Changes in Locations, Name, Etc.



Section 4.4Pledged Collateral.



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Section 4.5Approved Deposit Accounts.Except as otherwise permitted by the Credit Agreement, if required
by Lender under the Credit Agreement, Grantor will (i) deposit in an Approved Deposit Account all cash and all Proceeds received by Grantor, and (ii) not establish or maintain any
Deposit Account other than with a Deposit Account Bank.

Section 4.6Payment of Taxes and Other Obligations.Grantor will, to the extent required under the Credit
Agreement, pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon the
Collateral or in respect of income or profits therefrom, as well as all claims of any kind (including claims for labor, materials and supplies) against or with respect to the Collateral, except that
no such charge need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP with respect thereto have been
provided on the books of Grantor and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein.

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ARTICLE V        REMEDIAL PROVISIONS

Section 5.1Code and Other Remedies.During the continuance of an Event of Default, Lender may exercise,
in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and
remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, Lender, without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (in each case except any required by law referred to below) to or upon Grantor or any other Person (all and each of which demands, defenses, advertisements and
notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give
option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or
sales, at any exchange, broker's board or office of Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for
future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, to purchase the whole or any part of the
Collateral so sold, free of any right or equity of redemption in Grantor, which right or equity is hereby waived and released. Lender shall apply the net proceeds of any action taken by it pursuant to
thisSection 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or
safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Lender hereunder, including reasonable attorneys' fees and disbursements, to the payment in whole or in
part of the Secured Obligations, in such order as the Credit Agreement shall proscribe, and only after such application and after the payment by Lender of any other amount required by any provision of
law, need Lender account for the surplus, if any, to Grantor. To the extent permitted by applicable law, Grantor waives all claims, damages and demands it may acquire against Lender arising out of the
exercise by it of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at
least 10 days before such sale or other disposition.

Section 5.2Pledged Collateral.



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Section 5.3Sale of Pledged Collateral.



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Section 5.4Deficiency.Grantor shall remain liable for any deficiency if the proceeds of any sale or
other disposition of the Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorneys employed by Lender to collect such deficiency.

ARTICLE VI        POWER OF ATTORNEY

Section 6.1Lender's Appointment as Attorney-in-Fact.



Anything
in thisSection 6.1(a)to the contrary notwithstanding, Lender agrees that it will not exercise any rights under the power of attorney
provided for in thisSection 6.1(a)unless an Event of Default shall have occurred and be continuing.



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Section 6.2Duty of Lender.Lender's sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession shall be to deal with it in the same manner as Lender deals with similar property for its own account. Subject to applicable law, neither Lender nor
any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation
to sell or otherwise dispose of any Collateral upon the request of Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers
conferred on Lender hereunder are solely to protect Lender's interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for
amounts that Lender actually receives as a result of the exercise of such powers, and neither Lender nor any of its officers, directors, employees or agents shall be responsible to Grantor for any act
or failure to act hereunder.

Section 6.3Execution of Financing Statements.Grantor authorizes Lender to file or record financing
statements and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as Lender reasonably determines appropriate to perfect the security
interests of Lender under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for
filing or recording in any jurisdiction.

ARTICLE VII        MISCELLANEOUS

Section 7.1Amendments in Writing.None of the terms or provisions of this Agreement may be waived,
amended, supplemented or otherwise modified except in accordance with Section 10.1 of the Credit Agreement.

Section 7.2Notices.All notices, requests and demands to or upon Lender or Grantor hereunder shall be
effected in the manner provided for in Section 10.6 of the Credit Agreement.

Section 7.3No Waiver by Course of Conduct; Cumulative Remedies.Lender shall not by any act (except by a
written instrument pursuant to Section 7.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of
Default. No failure to exercise, nor any delay in exercising, on the part of Lender any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any
right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by Lender of any right or remedy hereunder on
any one occasion shall not be construed as a bar to any right or remedy which Lender would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

Section 7.4Successors and Assigns.This Agreement shall be binding upon the successors and assigns of
Grantor and shall inure to the benefit of Lender and its successors and assigns; provided, however, that Grantor may not assign, transfer or delegate any of its rights or obligations under this
Agreement without the prior written consent of Lender.

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Section 7.5Counterparts.This Agreement may be executed by one or more of the parties to this Agreement
on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same agreement.

Section 7.6Severability.Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 7.7Section Headings.The Article and Section titles contained in this Agreement are and shall be
without substantive meaning or content of any kind whatsoever and are not part of the agreement of the parties hereto.

Section 7.8Entire Agreement.This Agreement together with the other Loan Documents represents the entire
agreement of the parties and supersedes all prior agreements and understandings relating to the subject matter hereof.

Section 7.9Governing Law.This agreement and the rights and obligations of the
parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the state of New York.

Section 7.10Release of Collateral; Termination.



Section 7.11Reinstatement.Grantor further agrees that, if any payment made by Grantor or any other
Person and applied to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or
the proceeds of Collateral are required to be returned by Lender to such person, its estate, trustee, receiver or any other party, including Grantor, under any bankruptcy law, state or federal law,
common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such
payment had never been made or, if prior thereto the Lien granted hereby or other Collateral securing such liability hereunder shall have been released or terminated), such Lien or other Collateral
shall be reinstated in full force and effect, and such prior release or termination shall not diminish, release, discharge, impair or otherwise affect any Lien or other Collateral securing the
obligations of Grantor in respect of the amount of such payment.

[SIGNATURE
PAGES FOLLOW]

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IN
WITNESS WHEREOF, each of the undersigned has caused this Pledge and Security Agreement to be duly executed and delivered as of the date first above written.

|                                              |  |                                                                                           |  | UNION CARBIDE CORPORATION
|--------------------------------------------- |  | ----------------------------------------------------------------------------------------- |  | -------------------------
|                                              |  |                                                                                           |  | By:                      
|                                              |  |                                                                                           |  |                          
|ACCEPTED AND AGREED:
THE DOW CHEMICAL COMPANY |  |                                                                                           |  |                          
|By:                                           |  | /s/J.P. REINHARD                                                                          |  |                          
|                                              |  | Name: J.P. Reinhard
Title: Executive Vice President and
          Chief Financial Officer |  |                          

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Schedule 1  State of Incorporation; Principal Place of Business

Jurisdiction
of organization: New York

I.R.S.
Employer Identification Number: 13-1421730

Principal
place of business: 39 Old Ridgebury Road
                                         
   Danbury, Connecticut 06817-0001

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Schedule 2  Pledged Collateral(1)

|Issuer                                                    |  | Holder |  | Shares      |  | Class (if
known) |  | %
Ownership
|--------------------------------------------------------- |  | ------ |  | ----------- |  | ---------------- |  | -----------
|Dow International Holdings Company                        |  | UCC    |  | 831         |  | Common           |  | 7.4        
|Dow Chemical Canada Inc.°                                 |  | UCC    |  | 64,444      |  | Common           |  | 11.2       
|Modeland International Holdings Inc.°                     |  | UCC    |  |             |  | Class A Common   |  | 41         
|Dow Quimica Argentina S.A.°                               |  | UCC    |  | 4,933,170   |  | Common           |  | 11.99      
|Dow Venezuela, C.A.°                                      |  | UCC    |  |             |  |                  |  | 19.61      
|Dow Quimica Mexicana S.A. de C.V.°                        |  | UCC    |  |             |  |                  |  | 15.42      
|EQUATE Petrochemical Company K.S.C.*°                     |  | UCC    |  | 387,000,000 |  | Common           |  | 45         
|EQUATE Marketing Company E.C.*°                           |  | UCC    |  | 250,500     |  | Ordinary         |  | 50.1       
|Optimal Chemicals (Malaysia) Sdn. Bhd.*°                  |  | UCC    |  | 165,160     |  | Ordinary         |  | 50         
|Optimal Olefins (Malaysia) Sdn. Bhd.*°                    |  | UCC    |  | 100,906     |  | Ordinary         |  | 23.75      
|Union Carbide Subsidiary C, Inc.(2)                       |  | UCC    |  | 1,000       |  | Common           |  | 100        
|Catalysts, Adsorbents and Process Systems, Inc.(3)        |  | UCC    |  | 5           |  | Common           |  | 100        
|Union Carbide Pan America, Inc.                           |  | UCC    |  | 75          |  | Common           |  | 100        
|Dow Pacific (Thailand) Limited°                           |  | UCC    |  | 75,994      |  | Ordinary         |  | 99.9921    
|UCAR Emulsions Systems International, Inc.                |  | UCC    |  | 100         |  | Common           |  | 100        
|Union Carbide Inter-America, Inc.(DE)                     |  | UCC    |  | 100         |  | Capital          |  | 100        
|Union Carbide China Investment Co., Ltd.°                 |  | UCC    |  |             |  |                  |  | 100        
|Union Carbide Asia Limited°                               |  | UCC    |  | 75,999      |  | Ordinary         |  | 99.9987    
|American Acetyls                                          |  | UCC    |  |             |  | No shares        |  | 50         
|Amerchol Corporation                                      |  | UCC    |  | 1,000       |  | Common           |  | 100        
|Chemicals Marine Fleet, Inc.                              |  | UCC    |  | 1,000       |  | Common           |  | 100        
|Global Industrial Corporation                             |  | UCC    |  | 103         |  | Capital          |  | 100        
|UC Finco Inc. (f/k/a Prentiss Glycol Company)             |  | UCC    |  | 1,000       |  | Common           |  | 100        
|UCAR Pipeline Incorporated                                |  | UCC    |  | 18,010      |  | Common           |  | 100        
|UCAR Louisiana Pipeline Company                           |  | UCC    |  | 10          |  | Common           |  | 100        
|Union Carbide Asia Pacific, Inc.                          |  | UCC    |  | 1,000       |  | Common           |  | 100        
|Union Carbide Inter-America, Inc.(NJ)                     |  | UCC    |  | 10          |  | Capital          |  | 100        
|Union Carbide Chemicals & Plastics Technology Corporation |  | UCC    |  | 100         |  | Common           |  | 100        
|Union Carbide Polyolefins Development Company, Inc.       |  | UCC    |  | 1,000       |  | Common           |  | 100        
|Union Carbide Middle East Limited                         |  | UCC    |  | 24,000      |  | Capital          |  | 100        
|Union Carbide Ethylene Oxide/Glycol Company               |  | UCC    |  | 1,000       |  | Common           |  | 100        
|Seadrift Pipeline Corporation                             |  | UCC    |  | 15,000      |  | Capital          |  | 100        
|National Carbon Company Pakistan (Private) Limited°       |  | UCC    |  | 4,998       |  | Ordinary         |  | 100        
|Nippon Unicar Company Limited°                            |  | UCC    |  | 250,000     |  | Common           |  | 50         
|P.T. Union Carbide Indonesia°                             |  | UCC    |  | 22,167,900  |  | Ordinary         |  | 99.9995    
|Union Carbide Formosa Company Ltd.°                       |  | UCC    |  | 819,997     |  | Ordinary         |  | 99.9996    
|Union Carbide Iberica, S.A.°                              |  | UCC    |  | 1,000       |  | Common           |  | 100        
|Union Carbide Pakistan (Private) Limited°                 |  | UCC    |  | 6,000       |  | Common           |  | 60         
|Westbridge Insurance Ltd.°                                |  | UCC    |  | 416,668     |  | Common           |  | 100        
|Industrias Carlisil, S.A.°                                |  | UCC    |  | 7,496       |  | Common           |  | 99.9467    
|Servicios de Quimicos Agricolas, S.A.°                    |  | UCC    |  | 246         |  | Common           |  | 98.40      
|Mineracao Liguria Ltda.°                                  |  | UCC    |  |             |  |                  |  | 100        
|Mineracao Sao Damaso Ltda.°                               |  | UCC    |  |             |  |                  |  | 100        

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|Union Carbide Commercial Nicaragua, S.A.°           |  | UCC |  | 700             |  | Common                  |  | 100    
|--------------------------------------------------- |  | --- |  | --------------- |  | ----------------------- |  | -------
|Union Polymers Sdn. Bhd.°                           |  | UCC |  | 900,000
578,772 |  | Cum. Preferred Ordinary |  | 60     
|Union Carbide Customer Service Pte. Ltd.°           |  | UCC |  | 10,226,590      |  | Ordinary                |  | 100    
|GlenGate Insurance Brokers Limited°                 |  | UCC |  |                 |  |                         |  | 100    
|UCAR Vanor (Proprietary) Limited°                   |  | UCC |  | 599,999         |  | Common                  |  | 99.9998
|Dow Chemical (Malaysia) Sdn. Bhd.°                  |  | UCC |  | 2,162,000       |  | Ordinary                |  | 100    
|Union Carbide South Africa (Proprietary) Limited°   |  | UCC |  | 4,000           |  | Common                  |  | 100    
|Dow Chemical Philippines, Inc.°                     |  | UCC |  | 88,495          |  | Ordinary                |  | 99.9944
|Codim Desenvolvimento de Industrias Minerais Ltda.° |  | UCC |  |                 |  |                         |  | 100    
|Union Carbide Foreign Sales Corporation°            |  | UCC |  | 1,000           |  | Common                  |  | 100    

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|Issuer                   |  | Holder |  | % Ownership
|------------------------ |  | ------ |  | -----------
|UCMG LLC.(4)             |  | UCC    |  | 100        
|Union Carbide Caribe LLC |  | UCC    |  | 100        

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a.    Revolving
Loan Agreement, dated as of November 1, 2001, by and between UCC and Union Carbide Caribe LLC.

b.    Revolving
Loan Agreement, dated as of October 1, 2001, by and between UCC and UCMG LLC, as amended on December 1, 2001.

c.    Revolving
Loan Agreement, dated as of December 1, 2001, by and between UCC and Westbridge Insurance Ltd.

100

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d.    Revolving
Loan Agreement, dated as of November 1, 2001, by and between UCC and UNISON Transformer Services, Inc., as amended on December 1, 2001.

e.    Revolving
Loan Agreement, dated as of November 1, 2001, by and between UCC and UniGlobal Logistics, Inc.

f.      Revolving
Loan Agreement, dated as of November 1, 2001, by and between UCC and UCAR Interam Inc.

g.    Revolving
Loan Agreement, dated as of November 1, 2001, by and between UCC and Union Carbide Finance Corporation.

h.    Revolving
Loan Agreement, dated as of November 1, 2001, by and between UCC and Union Carbide Polyolefins Development Company, Inc.

i.      Revolving
Loan Agreement, dated as of July 1, 2001, by and between UCC and Union Carbide Chemicals & Plastics Technology Corporation.

j.      Revolving
Loan Agreement, dated as of November 1, 2001, by and between UCC and KTI Chemicals, Inc.

k.    Revolving
Loan Agreement, dated as of November 1, 2001, by and between UCC and Amerchol Corporation.

l.      Revolving
Loan Agreement, dated as of December 1, 2001, by and between UCC and Chemars II LLC.

101

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Schedule 3  Required Action for Perfection

1.    UCC
must obtain the consent of Petrochemical Industries Company K.S.C. in order to pledge its interest in EQUATE Petrochemical Company K.S.C.
("EQUATE") to TDCC.

2.    UCC
must obtain the consent of Samsung Fine Chemicals Co., Ltd. and BP Chemicals (Korea) Limited in order pledge its shares in Asian Acetyls Co., Ltd.
("Asian Acetyls") to TDCC.

3.    UCC
must obtain the consent of Exxon Corporation in order to pledge its indirect interest in Univation Technologies, LLC ("Univation")
to TDCC.

4.    Once
each of the above consents has been obtained, the pledge must be made and TDCC must maintain possession of the certificated interests.

5.    UCC-1's
must be filed for the Pledged Notes and non-certificated interests.

6.    Any
consent required in the financing documents related to (i) EQUATE, (ii) Asian Acetyls, (iii) UOP LLC, (iv) Nippon Unicar Co., Ltd.
(v) Univation and (vi) Optimal Glycols (Malaysia) Sdn. Bhd., Optimal Chemicals (Malaysia) Sdn. Bhd. and Optimal Olefins (Malaysia) Sdn. Bhd.

7.    Such
actions as foreign counsel advises are necessary for the perfection of interests in non-U.S. entities.

102

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