EXHIBIT 10.11.3

                             SECOND AMENDMENT TO THE
                            UNION CARBIDE CORPORATION
                       BENEFITS PROTECTION TRUST AGREEMENT


          The Union Carbide  Corporation  Benefits Protection Trust (Amended and
Restated  Effective  August  29,  1997)  (the  "Trust")  between  Union  Carbide
Corporation  and State  Street Bank and Trust  Company,  as  Trustee,  is hereby
amended as follows:

          1.    The first sentence of Paragraph  (b) of Article  NINTH is hereby
amended to read as follows:

                 "The  Committee  shall  consist of not less than three (3)
                 members to be  appointed  by and serve at the  pleasure of
                 the Board of Directors of the Company."

          2.    The provisions of this Second Amendment shall be effective as of
August 3, 1999.


                                          UNION CARBIDE CORPORATION


                                          By:    /s/M. A. Kessinger
                                          Title: Vice President, Human Resources

                                          Date:  September 21, 1999



                                          STATE STREET BANK AND TRUST
                                           COMPANY, AS TRUSTEE


                                          By:    /s/Kelly Driscoll
                                          Title: Vice President

                                          Date:  October 7, 1999