EXHIBIT 10.2.2

                           FIRST AMENDMENT TO THE 1988
                     UNION CARBIDE LONG-TERM INCENTIVE PLAN

                  The 1988 Union Carbide Long-Term  Incentive Plan (the "Plan")
is hereby amended as follows:

     1. The second  paragraph  of Section  5.3 of the Plan is hereby  amended by
substituting the following for the first sentence  thereof:

          "An option is only exercisable by a participant  while the participant
          is in active employment with the Corporation except (i) in the case of
          a participant's  death or Retirement,  (ii) during a three-year period
          commencing on the date of a participant's termination of employment by
          the  Corporation  other  than for the  cause,  but only to the  extent
          permitted  under  Section  5.5,  (iii)  during  a  three-year   period
          commencing  on the  date of  termination,  by the  participant  or the
          Corporation,   of  employment   after  a  Change  in  Control  of  the
          Corporation,  unless such  termination of employment is for cause, but
          only  to the  extent  permitted  under  Section  5.5,  or  (iv) if the
          Committee  decides that it is in the best interest of the  Corporation
          to permit individual exceptions."

     2. Section  11.1 of the Plan is amended by adding the  following at the end
thereof:

          "Provided,  however,  that the Share Exchange provided for in the Plan
          of Exchange with UCC Holdings,  Inc., shall not be considered a Change
          of Control for the purposes of this Plan."

     3. The  amendments  set forth herein shall be effective as of June 1, 1989.
Signed this 8 day of August, 1989.


                                             UNION CARBIDE CORPORATION

                                             By: /s/M. A. Kessinger


Attest:__________________________