Exhibit 99
July 17, 2000
VIA FAX AND OVERNIGHT MAIL
The Dow Chemical Company
2030 Dow Center
Midland, MI 48674
Attention: Chief Executive Officer
Dear Sirs:
Reference is made to the Agreement and Plan of Merger, dated
as of August 3, 1999 (the "Agreement"), among Union Carbide
Corporation, a New York corporation, The Dow Chemical Company, a
Delaware corporation, and Transition Sub Inc., a Delaware
corporation.
Each of the parties hereto agrees that it will not
exercise any right it may have to terminate the Agreement under
Section 8.2(i) of the Agreement prior to September 30, 2000.
Notwithstanding anything to the contrary in the foregoing, this
letter agreement shall not in any way limit, restrict or affect
any of the other rights of the parties (relating to termination
of the Agreement or otherwise) under the Agreement.
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If the foregoing is acceptable to you, please execute a copy
of this letter agreement in the space below, whereupon this
instrument will constitute a binding agreement among us.
Very truly yours,
UNION CARBIDE CORPORATION
By /s/ Bruce D. Fitzgerald
Bruce D. Fitzgerald
Vice President, General Counsel
and Secretary
ACCEPTED AND AGREED as
of July 21, 2000:
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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