EXHIBIT 10.14.2

                           FIRST AMENDMENT TO
                     THE UNION CARBIDE CORPORATION
                    ENHANCED RETIREMENT INCOME PLAN

     The Union Carbide Corporation Enhanced 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