EXHIBIT 10.12


       RESOLUTION ADOPTED BY THE BOARD OF DIRECTORS OF THE CORPORATION ON
     FEBRUARY 24, 1988, WITH RESPECT TO THE PURCHASE OF ANNUITIES TO COVER
       LIABILITIES OF THE CORPORATION UNDER THE EQUALIZATION BENEFIT PLAN
        FOR PARTICIPANTS OF THE RETIREMENT PROGRAM PLAN FOR EMPLOYEES OF
           UNION CARBIDE CORPORATION AND ITS PARTICIPATING SUBSIDIARY
             COMPANIES AND THE SUPPLEMENTAL RETIREMENT INCOME PLAN


     RESOLVED,  that,  upon the  recommendation  of  management,  the Committees
approve and recommend that the Board authorize the purchase of annuities from an
insurance company to be selected by the Chief Financial Officer to cover current
accrued  benefits  for  retired  employees  who are  participants  in either the
Equalization  Benefit  Plan  ("EBP")  or  Supplemental  Retirement  Income  Plan
("SRIP") and to cover only EBP benefits  for active  employees (with  additional
annuities  to be  purchased  upon such  employees' retirement  to provide  SRIP
benefits and additional annuities to be purchased from time to time to cover EBP
benefits which hereafter accrue).