Exhibit 10.19.3


          RESOLVED, that the Board authorizes the adoption of an amendment to
the 1997 Union Carbide Long-Term Incentive Plan (the "Plan") to provide an
additional 2,500,000 shares of common stock for award under the Plan and to
limit to 400,000 the total number of shares of Restricted Stock which can be
granted under the Plan, effective upon the approval of the amendment to the
Plan by the Stockholders.