Exhibit 10.9

                 RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF 
                  UNION CARBIDE CORPORATION ON NOVEMBER 30, 1988
                WITH RESPECT TO AN EXECUTIVE LIFE INSURANCE PROGRAM 
                    FOR OFFICERS AND CERTAIN OTHER EMPLOYEES

          RESOLVED, that the proper officers of the Corporation be, and they 
hereby are, authorized to adopt an executive life insurance program for 
officers and certain other employees effective on or after January 1, 1989 
providing for the following:  a death benefit during active employment equal 
to one or two times such employee's current salary and a post-retirement 
death benefit equal to one or two times salary depending upon the 
organizational position occupied by the participant immediately prior to 
retirement with the death benefit adjusted periodically to reflect increases 
in the employee's salary; the payment by the employee of that portion of the 
annual premium for the insurance policy issued pursuant to the program equal 
to the amount that such employee would have paid under the Corporation's 
basic life insurance program; the payment by the Corporation of the balance 
of the premium; and the right of the Corporation, evidenced by a written 
agreement between the Corporation and the employee, to recoup its premium 
payments (i) out of the death benefits under the policy in the event the 
employee dies while an employee of the Corporation(ii) from the cash value in 
the policy after the employee attains age 65 or 10 years have elapsed since 
issuance of the policy, whichever is later, or (iii) by surrender of the 
policy or through reimbursement by the employee in the event the employee's 
participation in the program ceases for some other reason.