EXHIBIT 10.6.2


                              FIRST AMENDMENT TO
                         THE UNION CARBIDE CORPORATION
                      SUPPLEMENTAL RETIREMENT INCOME PLAN

     The Union Carbide Corporation Supplemental Retirement Income 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


          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