Exhibit 10.6.1


                    EQUALIZATION BENEFIT PLAN
               FOR PARTICIPANTS OF THE RETIREMENT
                  PROGRAM PLAN FOR EMPLOYEES OF
                    UNION CARBIDE CORPORATION
                      AND ITS PARTICIPATING
                      SUBSIDIARY COMPANIES

                As Amended Through March 27, 1985

                    EQUALIZATION BENEFIT PLAN
               FOR PARTICIPANTS OF THE RETIREMENT
                  PROGRAM PLAN FOR EMPLOYEES OF
                    UNION CARBIDE CORPORATION
                      AND ITS PARTICIPATING
                      SUBSIDIARY COMPANIES


                             General
     This is an Equalization Benefit Plan for the participants of 
the Retirement Program Plan for Employees of Union Carbide 
Corporation and Its Participating Subsidiary Companies who 
retire, or who have retired, under the said Retirement Program 
Plan and the spouses of such participants.       This Plan is 
completely separate from the Retirement Program Plan for 
Employees of Union Carbide Corporation and Its Participating 
Subsidiary Companies and is not funded or qualified for special 
tax treatment under the Internal Revenue Code.  The purpose of 
this Plan is to restore retirement benefit payments to those 
participants, and to the spouses of such participants, who retire 
under the Retirement Program Plan for Employees of Union Carbide 
Corporation and Its Participating Subsidiary Companies, and whose 
retirement benefits are, or will be, reduced by the limitations 
imposed by Section 415 of the Internal Revenue Code, as from time 
to time amended.

                            ARTICLE I
                            Benefits
     Any participant in the Retirement Program Plan for Employees 
of Union Carbide Corporation and Its Participating Subsidiary 
Companies (the "Retirement Program Plan") who retires or who has 
retired under the Retirement Program Plan, or such participant's 
spouse, shall be entitled to a benefit, payable hereunder in 
accordance with Article II of this Plan, equal to the excess, if 
any, of
     (a)     the amount of such participant's or surviving 
spouse's annual benefit under the Retirement Program Plan 
computed under the provisions of the Retirement Program Plan 
without regard to the limitations of Section 415 of the Internal 
Revenue Code
                              over
     (b)     the amount of such participant's or surviving 
spouse's annual benefit actually payable for each year under the 
Retirement Program Plan computed under the provisions of the 
Retirement Program Plan and subject to the above mentioned 
limitations of Section 415 of the Internal Revenue Code.
     Benefits payable under this Plan shall be payable to a 
participant and the participant's spouse in the same manner and 
subject to all the same options, conditions, privileges and 
restrictions as are applicable to the benefits payable to a 
participant or to a spouse of a participant under the Retirement 
Program Plan.
                           ARTICLE II
     The benefits under this Plan shall become payable when a 
participant retires and begins to receive payments or to a 
retired participant or spouse receiving payments under the 
Retirement Program Plan, and shall be payable in the same manner 
and at the same time as the participant's or spouse's benefits 
under the Retirement Program Plan are paid.  The Corporation may 
amend or terminate this plan at any time, but any such amendment 
or termination shall not adversely affect the rights of any 
participant or spouse then receiving benefits, or the spouse of 
any participant then receiving benefits under this Plan, or the 
rights of any employee who is eligible to receive a Vested 
Retirement Benefit under the Retirement Program Plan.