Exhibit 10.2.4

RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF UNION
CARBIDE CORPORATION ON FEBRUARY 26, 1992, WITH RESPECT TO
STOCK OPTIONS GRANTED UNDER THE 1984 UNION CARBIDE STOCK
OPTION PLAN AND THE 1988 UNION CARBIDE LONG-TERM INCENTIVE PLAN


     RESOLVED, that the Board authorizes the adjustment of 
outstanding stock options to purchase stock in the Corporation by 
splitting such options into two options, one option to purchase 
stock in the Corporation and the other option to purchase stock 
in Union Carbide Industrial Gases Inc. ("UCIG") as follows:

1.     The exercise price for outstanding stock options 
in the Corporation shall be reduced so that the 
aggregate exercise price of such options and the 
exercise price of options to purchase stock in UCIG 
after the spinoff shall equal the exercise price of 
options to purchase stock in the Corporation prior to 
the spinoff;

2.     UCIG shall issue an equal number of stock 
options in UCIG on terms similar to the terms of the 
Corporation's stock options;

3.     The exercise prices for options to purchase 
stock in the Corporation and options to purchase stock 
in UCIG will be apportioned based upon the exercise 
price of the stock options to be replaced and the 
relative market prices of the Corporation's and UCIG's 
common stock; and

4.     If any circumstances hereafter become known or 
develop which, in the judgment of the Board, cause any 
adjustment in the option prices to be significantly 
inequitable, the Board shall have the right to make 
such further adjustments, as the Board in its judgment 
determines are necessary to achieve equity;

and be it further

     RESOLVED, that the proper officers of this Corporation be, 
and they hereby are, authorized to execute or cause to be 
executed such documents and other writings, and to take or do or 
cause to be taken or done such other actions or things, as may be 
necessary or desirable to effectuate the purposes and intent of 
the foregoing resolution.