EXHIBIT  10.5.2


                              FIRST AMENDMENT TO
                         THE UNION CARBIDE CORPORATION
                           EQUALIZATION BENEFIT PLAN


     The Union Carbide Corporation Equalization Benefit Plan, as Amended and
Restated as of January 1, 1998 (the "Plan") is hereby amended as follows:

     1.     Article V, Section 4 of the Plan is amended in its entirety to
read as follows:

            "Section 4.  Notwithstanding the provisions of
     Sections 1 and 3 of this Article V, Participants may elect,
     in accordance with provisions determined from time to time
     by the Compensation Committee or its designee, that their
     payments under the Plan shall be made either (i) in a lump
     sum as of July 1 of the calendar year following such
     election (or, if earlier, as soon as practicable in such
     following calendar year in circumstances where the
     Participant was not employed by the Corporation during the
     year of such election), or (ii) in substantially equal
     installments over a period of at least 2 but not more than
     10 years commencing as of such date.  The lump sum payment
     or installment payments described in the preceding sentence
     shall be calculated using (A) a discount rate equal to the
     average of 10 and 20 year Aaa municipal bonds as published
     by Moody's or a similar rating service ("Discount Rate")
     for the month of November of the year prior to the year
     payments commence, and (B) a mortality table determined by
     the Compensation Committee or its designee.
     Notwithstanding the foregoing, for benefits which will

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    commence in 2002, the discount rate shall be the Discount
    Rate for the month of January, 2001. The Compensation
    Committee or its designee shall determine the procedures
    for such elections and the time and method of payment for
    payments in accordance with this Section 4.  For
    Participants who make the election described in this
    Section 4, the provisions of Sections 1 and 3 of this
    Article V shall not apply.  Notwithstanding the foregoing,
    a Participant who elects to receive a lump sum payment
    under Article V, subsection 4(i) may also elect to receive
    a monthly benefit under Article V, section 1 commencing on
    the date the Participant commences benefits under the
    Retirement Plan and ceasing on the date such Participant
    receives the lump sum payment contemplated under Article V,
    subsection 4(i)."

     2.    The provisions of this First Amendment shall be effective as of
January 1, 2001.

                                        UNION CARBIDE CORPORATION


                                        By:  /s/ W.R. Hutchinson

                                        Date: January 20, 2001

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