EXHIBIT 10.6




                            UNION CARBIDE CORPORATION

                             SUPPLEMENTAL RETIREMENT

                                   INCOME PLAN


                  (Amended and Restated as of January 1, 1998)


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                       SUPPLEMENTAL RETIREMENT INCOME PLAN

                                     GENERAL


                  This is a supplemental retirement income plan for participants
in the  Retirement  Program  Plan who  receive  compensation  in  excess  of the
compensation  which may be considered by the Retirement  Program Plan under 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),

          OVER

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

          This Plan is completely separate from the Retirement Program Plan, the
Union Carbide  Corporation  Enhanced 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 (i)  participates  in the Retirement  Program Plan and (ii)
receives  compensation in excess of the compensation  which may be considered by
the Retirement Program Plan under Code Section 401(a)(17).


                                   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.


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                                  ARTICLE III

                    AMOUNT OF SUPPLEMENTAL RETIREMENT INCOME

          SECTION  1.  (a)  A  Participant's   monthly  amount  of  Supplemental
Retirement Income shall be the excess, if any, of:

          (i) the Participant's  monthly 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 Sections 401(a)(17) and 415,

          OVER

          (ii)the  monthly  amount  of  such  Participant's  retirement  benefit
              actually  payable  under  the  Retirement  Program  Plan  and the
              Equalization Benefit 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  Supplemental  Retirement  Income  payable  to  a
Participant  under this Plan commences  before the grant to such  Participant of
Incentive  Compensation (whether or not deferred) included in the calculation of
such Participant's benefit, the monthly amount of Supplemental Retirement Income
payable  hereunder  shall be recalculated  after such Incentive  Compensation is
granted (whether or not deferred). The monthly amount of Supplemental 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



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Supplemental   Retirement  Income  shall  be  increased  to  reflect  any  prior
underpayment of  Supplemental  Retirement  Income  resulting from the failure to
include such Incentive  Compensation in the initial  calculation of Supplemental
Retirement Income.


                                   ARTICLE IV

                                     VESTING

          SECTION 1. A Participant shall be vested in such  Participant's  right
to receive Supplemental Retirement Income under this Plan in the same manner and
to the same extent as provided under the Retirement Program Plan.


                                    ARTICLE V

                                    PAYMENTS

          SECTION 1.  Supplemental  Retirement Income shall be paid monthly to a
Participant or such Participant's  survivor  commencing with the month that such
Participant  or  such  Participant's   survivor  commences  benefits  under  the
Retirement  Program  Plan,  and shall cease or be suspended at the same time the
Participant or such Participant's survivor ceases or suspends benefits under the
Retirement  Program Plan.  However,  Supplemental  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,  Supplemental  Retirement Income
payable  under this Plan shall include the coverage of a survivor's  benefit.  A
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.


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          SECTION 3. Supplemental  Retirement Income shall be distributed to the
Participant in the same form, and with the same actuarial  adjustments,  as such
Participant's  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 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 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. The Corporation may withhold the  Participant's  portion of
the FICA taxes due on the Participant's  Supplemental  Retirement Income benefit
from the payment of such benefit.


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                                   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  Program  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)  "Corporation"   means  Union  Carbide  Corporation  and  any
subsidiary of the Corporation  which is participating in the Retirement  Program
Plan.

               (d)   "Equalization   Benefit   Plan"  means  the  Union  Carbide
Corporation Equalization Benefit Plan, as amended and restated January 1, 1998.

               (e) "Incentive  Compensation" means those incentive  compensation
awards  which are made:  (i) under any cash  award plan and (ii) under any other
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
participation  in the EPS Plan,  and shall not include any payouts under the EPS
Plan.

               (f)  "Participant"  means an employee of the  Corporation  who is
eligible to participate in the Plan pursuant to Article I.

               (g)  "Plan"  means this Union  Carbide  Corporation  Supplemental
Retirement Income Plan, as amended and restated as of January 1, 1998.

               (h)  "Retirement  Program  Plan" as used in this  Plan  means the
Retirement  Program Plan for  Employees  of Union  Carbide  Corporation  and its
Participating Subsidiary Companies.


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               (i) "Supplemental  Retirement  Income" as used in this Plan means
the benefit payable to a Participant pursuant to Article III of this Plan.

          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 of any Participant then receiving  benefits under this
Plan, or the vested rights of any  Participant.

          SECTION 3. Except to the extent  required by law, no assignment of the
rights and  interests of a  Participant  under this Plan shall 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. 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
rights of a  Participant  shall be no  greater  than the  right of an  unsecured
general creditor of the Corporation.

          SECTION  5.  The  Corporation  may  satisfy  all  or any  part  of its
obligation to provide  benefits under this Plan by purchasing,  and distributing
to a Participant, an annuity from an insurance carrier to provide such benefits.


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          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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