EXHIBIT 10.14








                            UNION CARBIDE CORPORATION

                               ENHANCED RETIREMENT

                                   INCOME PLAN





                        (Effective as of January 1, 1998)


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                         ENHANCED RETIREMENT INCOME PLAN


                                     General


            This is an enhanced  retirement  income plan for participants in the
Retirement  Program Plan who receive a retirement  benefit under the  Retirement
Program Plan which is limited by Code Section 415 or Code Section 401(a)(17).

            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 or Code Section
401(a)(17), if
                  (a) average   monthly    Compensation    included    Incentive
                      Compensation  and base  salary  deferred  pursuant  to the
                      terms  of  the   Compensation   Deferral  Program  or  any
                      successor or predecessor program, and
                  (b) all Incentive Compensation,  whether deferred or not, were
                      averaged  separately from Base Compensation (as defined in
                      the Retirement Program Plan); over
                      ----
            (2) the  retirement  benefit  actually  provided  by the  Retirement
Program Plan,  the  Equalization  Benefit Plan and the  Supplemental  Retirement
Income Plan.
            This Plan is completely  separate from the Retirement  Program Plan,
the Supplemental  Retirement  Income Plan and the Equalization  Benefit 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.
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                                    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 Plan
which is  limited  by Code  Section  401(a)(17)  or Code  Section  415,  or is a
participant in the Compensation Deferral Program.

                                   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  person(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.


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                                   ARTICLE III
                      Amount of Enhanced Retirement Income
            Section  1.  (a)  A  Participant's   monthly  Enhanced  Retirement
Income shall be computed by:
            (i)  determining  the  benefit  which  would be  payable  using  the
applicable  formula  provided  in  Article  V of the  Retirement  Program  Plan,
determined  without  regard  to Code  Section  415 or Code  Section  401(a)(17);
provided, however, that average monthly Compensation shall be:
            (A) the larger of:
                  (I) 1/36 of a  Participant's  Base Salary related to the three
full  calendar  years in which such Base Salary was largest  during the ten full
calendar years next preceding the date of death or retirement, or
                  (II) 1/36 of a  Participant's  Base Salary for the  thirty-six
(36) full calendar months next preceding the date of death or retirement; plus
            (B) 1/36 of the Participant's  Incentive Compensation related to the
three full calendar years in which such Incentive  Compensation  was the largest
during  the ten  full  calendar  years  next  preceding  the  date of  death  or
retirement; provided, that the calendar years in which the Participant was hired
or terminated  employment  shall each be considered a full calendar year for the
purposes of this clause (B); and
            (ii)  reducing  such  benefit  by the total  monthly  amount of such
Participant's  retirement  benefit actually payable under the Retirement Program
Plan, the Equalization Benefit Plan and the Supplemental Retirement Income Plan.


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            (b) For purposes of this Section 1, "Incentive Compensation" will be
related to the calendar year in which a  Participant  performed the services for
which the Incentive Compensation was paid.
            (c) For  purposes  of this  Section 1, the  amount of "Base  Salary"
received in any calendar  month shall be  calculated in the same manner in which
average monthly Base  Compensation  used to compute  pension  benefits under the
Retirement  Program Plan is calculated  (determined  without regard to Incentive
Compensation,  as defined therein);  provided,  however,  that Base Salary shall
also include any base salary deferred by a Participant  pursuant to the terms of
the  Compensation  Deferral  Program,  in the  calendar  year in  which it would
otherwise  have been paid and any cash  profit  sharing  for the  calendar  year
earned, to a maximum of twenty (20) days per year.
            (d) 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.
            (e)  Notwithstanding  the foregoing,  the amount of a  Participant's
Enhanced Retirement Income shall include any additional non-qualified retirement
benefits  resulting  from  agreements  entered into by the  Corporation  and the
Participant.
            Section  2.  If  the  Enhanced   Retirement   Income  payable  to  a
Participant  under this Plan commences  before the grant to such  Participant of
Incentive  Compensation (whether or not deferred) which may be used to determine
average  monthly  Compensation  under Section 1 of this Article III, the monthly
amount of Enhanced  Retirement  Income payable  hereunder  shall be recalculated
after such Incentive  Compensation  is granted  (whether or not  deferred).  The


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monthly amount of Enhanced  Retirement Income resulting from said  recalculation
shall be paid  commencing in or before the third  calendar month after the month
in which such Incentive Compensation is awarded, provided that the first monthly
payment of such  recalculated  Enhanced  Retirement Income shall be increased to
reflect any prior underpayment of Enhanced  Retirement Income resulting from the
failure to include such  Incentive  Compensation  in the initial  calculation of
Enhanced Retirement Income.

                                   ARTICLE IV
                                     Vesting
            Section 1. A Participant will be vested in such Participant's  right
to receive Enhanced  Retirement  Income under the Plan in the same manner and to
the same extent as provided under the Retirement Program Plan.

                                    ARTICLE V
                                    Payments
            Section 1.  Enhanced  Retirement  Income  shall be paid monthly to a
Participant  or such  Participant's  survivor  commencing  with the  month  such
Participant  or  such   Participant's   survivor  commence  benefits  under  the
Retirement  Program  Plan,  and shall cease or be suspended at the same time the
Participant or such  Participant's  survivor  cease or have  suspended  benefits
under the Retirement Program Plan.  Enhanced Retirement Income shall in no event
be payable after the death of a  Participant  who has declined the coverage of a
survivor's benefit.
            Section 2. Unless  otherwise  elected,  Enhanced  Retirement  Income
payable  under this Plan shall include the coverage of a survivor's  benefit.  A



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survivor's  benefit  payable  from  this  Plan  shall  be paid  to  that  person
designated to receive a survivor's benefit under the Retirement Program Plan.
            Section 3. Enhanced  Retirement Income shall be received in the same
form, and with the same actuarial  adjustments,  as the Participant is receiving
distributions from the Retirement Program Plan.
            Section 4.  Notwithstanding  the  provisions  of Sections 1 and 3 of
this Article V,  Participants  may elect, in the calendar year in which the last
amounts  included in average monthly  Compensation  are  determined,  that their
payments  under the Plan shall be made  either (i) in a lump sum as of January 1
of the calendar year  following such election,  or (ii) in  substantially  equal
installments  over a period of at least 2 but not more than 10 years  commencing
as of that 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 for the third month prior to the month payments commence,
and (B) a  mortality  table  determined  by the  Compensation  Committee  or its
designee.  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.
            Section  5.  If  the  Compensation  Committee  determines,  after  a
hearing,  that a Participant who is eligible to receive or is receiving Enhanced
Retirement  Income has engaged in any  activities  which,  in the opinion of the
Board,  are  detrimental  to the  interest  of, or are in  competition  with the
Corporation,  such Enhanced  Retirement Income shall thereupon be terminated and
forfeited.


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            Section 6. The Corporation may withhold the Participant's portion of
the FICA taxes due on the Participant's  Enhanced Retirement Income benefit from
the payment of such benefit.

                                   ARTICLE VI
                                  Miscellaneous
            Section 1. Unless otherwise  defined in this Plan, all defined terms
shall have the same meaning as set forth in the Retirement Plan.
            (a)   "Code" means the Internal Revenue Code of 1986, as amended.
            (b)   "Compensation   Committee"   means  the   Compensation   and
Management Development Committee of the Board of Directors of the Corporation.
            (c)   "Compensation  Deferral  Program" as used in this Plan means
the Union Carbide Compensation Deferral Program.
            (d) "Corporation" means Union Carbide Corporation and any subsidiary
of the Corporation which is participating in the Retirement Program Plan.
            (e)  "Enhanced  Retirement  Income"  means the benefit  payable to a
Participant pursuant to Article III of this Plan.
            (f)  "EPS  Plan"  means  the  1997  Union  Carbide  Corporation  EPS
Incentive Plan.
            (g) "Equalization  Benefit Plan" means the Union Carbide Corporation
Equalization Benefit Plan, as amended and restated January 1, 1998.
            (i)  "Incentive  Compensation"  means those  incentive  compensation
awards  which are made:  (i) under any cash  award plan and (ii) under any other


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variable compensation plans (whether or not deferred) designated by the Board of
Directors;  provided,  however,  that with  respect to the EPS Plan,  "Incentive
Compensation" shall include variable  compensation that would have been paid but
for  participation  in the EPS Plan, and shall not include any payouts under the
EPS Plan.
            (j)  "Participant"  means an employee who is eligible to participate
in this Plan pursuant to Article II.
            (k) "Plan" means this Union Carbide Corporation  Enhanced Retirement
Income Plan.
            (l) "Retirement  Program Plan" means the Retirement Program Plan for
Employees  of  Union  Carbide  Corporation  and  its  Participating   Subsidiary
Companies.
            (m)  "Supplemental  Retirement  Income Plan" means the Union Carbide
Corporation Supplemental Retirement Income Plan, as amended and restated January
1, 1998.  Section 2. The  Corporation  may amend or  terminate  this Plan at any
time,  but any such  amendment or  termination  shall not  adversely  affect the
rights of any Participant then receiving  benefits,  or the vested rights of any
Participant whose rights have vested.
            Section 3. Except to the extent  required by law, no  assignment  of
the rights and interests of a Participant  under this Plan will be permitted nor
shall such rights be subject to attachment  or other legal  processes for debts.
Notwithstanding  the foregoing,  the Corporation will honor the terms of a QDRO,
as defined in Code ss. 414(p).
            Section  4.  The  Corporation  may  satisfy  all or any  part of its
obligation to provide  benefits  hereunder by purchasing,  and distributing to a
Participant, an annuity from an insurance carrier to provide such benefits.


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            Section 5. This Plan is  intended  to be  unfunded  for  purposes of
Title I of the Employee  Retirement  Income Security Act of 1974, as amended and
the right of a  Participant  shall be no greater  than the right of an unsecured
general creditor of the Corporation.
            Section  6.   Participation  in  this  Plan  shall  not  affect  the
Corporation's right to discharge any Participant.

                                          UNION CARBIDE CORPORATION

                                          By:
                                              /s/ M. A. Kessinger
                                              Vice President, Human Resources




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