Equalization Benefit Plan Amended And Restated Jan 1998

EXHIBIT 10.5


UNION CARBIDE CORPORATION


EQUALIZATION BENEFIT PLAN


Amended and Restated as of January 1, 1998


EQUALIZATION BENEFIT PLAN


GENERAL


This is an excess benefit plan for participants in the Retirement Program Plan who receive a benefit from the Retirement Program Plan which is limited by Code Section 415.


Specifically, the purpose of this Plan is to provide a retirement benefit, equal to the excess of :


(1) the retirement benefit which would be provided by the Retirement
Program Plan determined without regard to Code Section 415,


OVER


(2) the retirement benefit actually provided by the Retirement
Program Plan.


This Plan is completely separate from the Retirement Program Plan, the Union Carbide Corporation Enhanced Retirement Income Plan and the Union Carbide Corporation Supplemental Retirement Income Plan, is unfunded for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended, and is not qualified for special tax treatment under the Code.


1


ARTICLE I


ELIGIBILITY


SECTION 1. A Participant shall be eligible to participate in this Plan if such Participant receives a retirement benefit from the Retirement Program Plan which is limited by Code Section 415.


ARTICLE II


ADMINISTRATION


SECTION 1. (a) The Compensation Committee shall have the authority to administer this Plan. The Compensation Committee may adopt such rules as it may deem necessary for the proper administration of this Plan and its decision in all matters involving the interpretation and application of the Plan shall be final, conclusive, and binding on all parties.


(b) The Compensation Committee may, in its sole discretion, designate any persons(s) or committee to administer this Plan. To the extent provided by the Compensation Committee, such person(s) or committee designated to administer this Plan shall have the same powers and responsibilities as the Compensation Committee.


2


ARTICLE III


AMOUNT OF BENEFIT


SECTION 1. (a) The monthly amount of Equalization Retirement Income payable to a Participant shall be the excess, if any, of:


(i) the Participant's annual retirement benefit, computed by
using the applicable benefit formula provided in Article V
of the Retirement Program Plan and determined without regard
to the limitations of Code Section 415,


OVER


(ii) the monthly amount of such Participant's retirement benefit
payable under the Retirement Program Plan.


(b) Any benefits either payable under, or which have been satisfied through, the purchase of non-qualified annuities in connection with the Corporation's non-qualified plans shall be deducted from the amounts payable pursuant to subparagraph (a) above.


SECTION 2. If the Equalization Retirement Income payable to a ...