Exhibit 10.2.5

RESOLUTIONS ADOPTED BY THE COMPENSATION AND MANAGEMENT 
DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS OF UNION
CARBIDE CORPORATION ON JUNE 30, 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 Committee authorizes that the exercise 
price for options to purchase stock in the Corporation be 
adjusted by multiplying each such exercise price by 0.406, which 
is a fraction the numerator of which is the closing price 
(regular way) of the Corporation's common stock on the New York 
Stock Exchange Composite Transactions ("NYSE") on the date of 
this meeting less the closing price (on a when-issued basis) of 
the common stock of Praxair, Inc. on the NYSE on the date of this 
meeting and the denominator of which is such closing price 
(regular way) of the Corporation's common stock; and be it 
further

     RESOLVED, that the unexercised stock options of employees of 
Praxair, Inc. shall not terminate upon the distribution by the 
Corporation of all of the outstanding common stock of Praxair, 
Inc., provided that such employees shall have the right to 
exercise such stock options only in accordance with the terms of 
such stock options, and the Committee hereby finds that such 
continuation of the stock options is in the best interests of the 
Corporation; and it is 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 resolutions.