EXHIBIT 10.41(c)
THIRD AMENDMENT TO THE
UCAR CARBON RETIREMENT PLAN
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The UCAR Carbon Retirement Plan (the "Plan") is hereby amended as
follows:
1. Section 5.6 of the Plan is amended by deleting therefrom the
phrase "in accordance with the actuarial factors set forth in Table 4, which is
attached hereto and made a part of the Plan" and replacing such language with
the following:
"using the annual interest rate on 30-year Treasury securities
effective for August of the calendar year preceding the date
of determination, and the applicable mortality table based
upon a fixed blend of 50 percent of the male mortality rates
and 50 percent of the female mortality rates from the 1983
Group Annuity Mortality Table or such other applicable table
prescribed by the Secretary pursuant to Code Section
417(e)(3)."
2. The following language is added to Section 7.1 of the Plan:
"With respect to a deceased Participant who (i) was entitled
to a Disability Retirement Benefit under this Plan (including
where such benefit has been converted to a Normal Retirement
Benefit), (ii) is entitled to a Qualified Joint and Survivor
Annuity under this Plan, (iii) was entitled to a retirement
benefit under the Retirement Program Plan for Employees of
Union Carbide Corporation and its Participating Subsidiary
Companies ("UCC Plan"), and (iv) did not elect to provide for
a survivor benefit under the UCC Plan, the term Accrued
Benefit, solely for purposes of this Article VII, shall mean
that Participant's Accrued Benefit as determined under Article
V, but without taking any offset for such Participant's UCC
Plan benefit."
3. Section 7.6 of the Plan is hereby amended by deleting the last
paragraph thereof and replacing it with the following:
"Such lump sum shall be determined by using the annual
interest rate on 30-year Treasury securities for the second
month before the date of distribution, and the applicable
mortality table based upon a fixed blend
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of 50 percent of the male mortality rates and 50 percent of
the female mortality rates from the 1983 Group Annuity
Mortality Table or such other applicable table prescribed by
the Secretary pursuant to Code Section 417(e)(3)."
4. Section 9.2 of the Plan is hereby amended by replacing the
last sentence of the first paragraph with the following:
"The lump sum Actuarial Equivalent of a Participant's
Retirement Benefit shall be calculated, both for purposes of
determining if the benefit payable is less than $3,500 and for
purposes of computing such Retirement Benefit, using the
annual interest rate on 30-year Treasury securities for the
second month before the date of distribution, and the
applicable mortality table based upon a fixed blend of 50
percent of the male mortality rates and 50 percent of the
female mortality rates from the 1983 Group Annuity Mortality
Table or such other applicable table prescribed by the
Secretary pursuant to Code Section 417(e)(3)."
5. The Plan is further amended by deleting Table 4 therefrom.
6. The provisions of paragraph 2 of this Third Amendment shall be
effective as of January 26, 1995.
7. The provisions of paragraphs 1 and 3-5 of this Third Amendment
to the Plan shall be effective as of January 1, 1997.
UCAR CARBON COMPANY INC.
By:/s/ John C. Arnold
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