FIRST AMENDMENT TO THE
UNION CARBIDE
COMPENSATION DEFERRAL PROGRAM
The Union Carbide Compensation Deferral Program (the "Plan") is
hereby amended as follows:
1. The last sentence of Section 2.27 of the Plan is amended in its
entirety to read as follows:
"The value of the Corporation's common stock for
purposes of this Section 2.27 with respect to any relevant date of
determination shall be determined in the same manner as provided in
the Savings Program."
2. The provisions of this First Amendment shall be effective as of
January 1, 1995.
UNION CARBIDE CORPORATION
By: /s/ M.A. Kessenger
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SECOND AMENDMENT TO THE
UNION CARBIDE
COMPENSATION DEFERRAL PROGRAM
The Union Carbide Compensation Deferral Program (the "Plan") is
hereby amended as follows:
1. Section 8.02 of the Plan is amended by adding a new subsection
(d) to read as follows:
"(d) Notwithstanding subparagraph (b) above, a
Participant who either (i) is subject to Section 16 of the Exchange
Act or (ii) is deemed subject to Section 16 of the Exchange Act by
the Committee, may utilize the UCC Stock Value Rate at the time of
his or her election to defer any amounts under this Program;
provided, however, that such allocated amounts shall not be eligible
for reallocation to another accrual rate under this Section 8.2 for
a period of 6 months from the Date of Deferral."
2. The provisions of this Second Amendment shall be effective as of
August 15, 1996.
UNION CARBIDE CORPORATION
By: /s/ M.A. Kessenger
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THIRD AMENDMENT TO THE
UNION CARBIDE
COMPENSATION DEFERRAL PROGRAM
The Union Carbide Compensation Deferral Program (the "Plan") is
hereby amended as follows:
1. Section 6.4: of the Plan is hereby amended in its entirety to read
as follows:
"6.4: PAYMENT MEDIUM. All payments under this Program with
respect to amounts which (i) at the time of such payment were
accruing at the Fixed Income Rate, or an Applicable Equity
Investment Fund Rate, or (ii) at the time of such payment, if such
payment is made before December 31, 1996, were accruing at either
the UCC Stock Value Rate or the UCC Discounted Stock Value Rate,
shall be made in U.S. dollars. Effective for any payments made to a
Participant who is or has been an executive officer within the
meaning of the Exchange Act on or after December 31, 1996, with
respect to amounts which were accruing at either the UCC Stock Value
Rate or the UCC Discounted Stock Value Rate, such payment shall be
made in shares of common stock of the Corporation."
2. Section 6.5 of the Plan is hereby amended in its entirety to read
as follows:
"6.5: REDUCTION OF PAYMENTS: SHARE WITHHOLDING. (a) All
payments under this Program shall be reduced by any and all amounts
that the Corporation is required to withhold pursuant to applicable
law.
(b) In order to enable the Corporation to meet any applicable
federal, state or local tax withholding requirements, a Participant
(or Beneficiary) who is receiving payment in shares of common stock
of the Corporation, may elect to have the Corporation withhold
shares that would otherwise be delivered to such Participant, or by
delivering to the Corporation other shares of common stock of the
Corporation owned by the Participant. The value of any such shares
of common stock to be withheld by the Corporation, or so delivered
to the Corporation, shall be the mean of the high and low prices of
the common stock of the Corporation as reported in the New York
Stock Exchange - Composite Transactions on the date of payment."
3. The provisions of this Third Amendment shall be effective as of
December 31, 1996.
As hereby amended, the Union Carbide Compensation Deferral Program
shall continue in full force and effect.
UNION CARBIDE CORPORATION
By: /s/ M.A. Kessenger
-------------------------------------
FOURTH AMENDMENT TO THE
UNION CARBIDE
COMPENSATION DEFERRAL PROGRAM
The Union Carbide Compensation Deferral Program (the "Plan") is
hereby amended as follows:
1. Section 2.6 of the Plan is amended in its entirety to read as
follows:
"2.6: A "Change in Control of the Corporation" shall be
deemed to occur if any of the following circumstances shall occur:
(i) any "person" or "group" within the meaning of Sections
13(d) and 14(d)(2) of the Securities Exchange Act of 1934
("Act") becomes the "beneficial owner" as defined in Rule
13d-3 under the Act of more than 20% of the then
outstanding voting securities of the Corporation;
(ii) any "person" or "group" within the meaning of Sections
13(d) and 14(d)(2) of the Act acquires by proxy or
otherwise the right to vote for the election of
directors, for any merger or consolidation of the
Corporation or for any other matter or question with
respect to more than 20% of the then outstanding voting
securities of the Corporation;
(iii)if during any period of twenty-four consecutive months,
Present Directors and/or New Directors cease for any
reason to constitute a majority of the Board.
For these purposes, "Present Directors" shall mean
individuals who at the beginning of such consecutive
twenty-four month period were members of the Board and
"New Directors" shall mean any director whose election by
the Board or whose nomination for election by the
Corporation's stockholders was approved by a vote of at
least two-thirds of the Directors then still in office
who were Present Directors or New Directors;
(iv) the stockholders of the Corporation approve a plan of
complete liquidation or dissolution of the Corporation;
or
(v) there shall be consummated (x) a reorganization, merger
or consolidation of all or substantially all of the
assets of the Corporation (a "Business Combination"),
unless, following such Business Combination, (a) all or
substantially all of the individuals and entities who
were the beneficial owners, respectively, of the
outstanding Common Stock of the Corporation and
outstanding voting securities of the Corporation
immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50%
of, respectively, the then outstanding shares of common
stock and the combined voting power of the then
outstanding voting securities entitled to vote generally
in the election of directors, as the case may be, of the
corporation resulting from such Business Combination
(including, without limitation, a corporation which as a
result of such transaction owns the Corporation or all
or substantially all of the Corporation's assets either
directly or through one or more subsidiaries) in
substantially the same proportions as their ownership,
immediately prior to such Business Combination of the
outstanding Common Stock of the Corporation and
outstanding voting securities of the Corporation, as the
case may be, (b) no Person (excluding any corporation
resulting from such Business Combination or any employee
benefit plan (or related trust) of the Corporation or
such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly,
20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from
such Business Combination or the combined voting power
of the then outstanding voting securities of such
corporation except to the extent that such ownership
existed prior to the Business Combination and (c) at
least a majority of the members of the board of
directors of the corporation resulting from such
Business Combination were members of the Board at the
time of the execution of the initial agreement, or of
the action of the Board, providing for such Business
Combination; or (y) any sale, lease, exchange or other
transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the
assets of the Corporation, provided, that the
divestiture of less than substantially all of the assets
of the Corporation in one transaction or a series of
related transactions, whether effected by sale, lease,
exchange, spin-off, sale of the stock or merger of a
subsidiary or otherwise, shall not constitute a Change
in Control.
Notwithstanding the foregoing, a Change in Control shall not
be deemed to occur pursuant to Subparagraphs (i) and (ii) above,
solely because twenty percent (20%) or more of the combined voting
power of the Corporation's then outstanding securities is acquired
by one or more employee benefit plans maintained by the
Corporation."
2. The provisions of this Fourth Amendment shall be-effective as of
January 1, 1997.
As hereby amended, the Union Carbide Compensation Deferral Program
shall continue in full force and effect.
UNION CARBIDE CORPORATION
By: /s/ M.A. Kessenger
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