EXHIBIT 10.17







                            UNION CARBIDE CORPORATION
                        EXCESS LONG TERM DISABILITY PLAN
                            Effective January 1, 1994











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                        EXCESS LONG TERM DISABILITY PLAN

                                    ARTICLE I
                                     GENERAL

          This  is  an  excess  long  term  disability  plan  (the  "Plan")  for
participants  in the Union Carbide  Corporation  Long Term  Disability Plan (the
"LTD  Plan").  The  Plan has been  established  to  restore  certain  long  term
disability  benefits to those  participants  entitled to benefits  under the LTD
Plan,  whose  benefits  under  the LTD  Plan  are,  or will be,  limited  by the
restrictions on recognizable  compensation  imposed by Section  505(b)(7) of the
Code. The Plan is completely separate from the LTD Plan, is unfunded, and is not
qualified for special tax treatment under the Code.

                                   ARTICLE II
                                   DEFINITIONS

          SECTION  1.  "Benefit"  means the  amount  payable  under this Plan as
described in Article IV.

          SECTION 2. "Code" means the Internal  Revenue Code of 1986, as amended
from time to time.

          SECTION 3. "Corporation"  means Union Carbide  Corporation and such of
its  subsidiary  companies as shall,  from time to time,  participate in the LTD
Plan.

          SECTION 4. "Effective Date" means January 1, 1994.

          SECTION 5. "LTD Plan" means the Union  Carbide  Corporation  Long Term
Disability Plan.

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          SECTION 6. "Plan"  means this Union  Carbide  Corporation  Excess Long
Term Disability Plan and any amendments thereto.

          SECTION  7.  "VEBA"  means the  Union  Carbide  Corporation  Long Term
Disability Plan Voluntary Employees' Beneficiary Associations, which are used to
fund benefits for the LTD Plan.

                                   ARTICLE III
                                   ELIGIBILITY

          SECTION 1. An employee will be eligible to receive a Benefit under the
Plan,  if, on or after the Effective  Date,  such employee  becomes  entitled to
benefits under the LTD Plan and the amount of such employee's benefits under the
LTD Plan are limited  because  the  employee's  compensation  exceeds the limits
imposed on the VEBA and LTD Plan in  accordance  with  Section  505(b)(7) of the
Code.


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                                   ARTICLE IV
                                AMOUNT OF BENEFIT

          SECTION  1. The  monthly  amount of Benefit  payable to a  participant
shall be the  excess,  if any, of

          (a)  the amount of such  participant's  monthly  benefit under the LTD
               Plan computed under the provisions of the LTD Plan without regard
               to the  limitations  of Section  505(b)(7)  of the Code,  but not
               exceeding $10,000 per month.

                        over

          (b)  the amount of such participant's monthly benefit actually payable
               under the LTD Plan computed  under the provisions of the LTD Plan
               and subject to the limitations of Section 505(b)(7) of the Code.

                                    ARTICLE V
                                    PAYMENTS

          SECTION 1. Benefits shall be paid to a participant commencing with the
month in which benefit payments to such participant commence under the LTD Plan,
and  shall  cease or be  suspended  at the same time the  participant  ceases to
receive (or has suspended) benefits under the LTD Plan.

          SECTION 2. Benefits  shall be paid in the same form, and with the same
adjustments and  restrictions,  as distributions to the participant from the LTD
Plan.


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                                   ARTICLE VI
                                  MISCELLANEOUS

          SECTION 1. The Administrative Committee of the Retirement Program Plan
for  Employees of Union Carbide  Corporation  and its  Participating  Subsidiary
Companies  and Certain  Non-Qualified  Employee  Benefit  Plans of Union Carbide
Corporation  shall be the administrator of the Plan and shall be responsible for
the administration and operation of the Plan. The 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.

          SECTION  2. The  Corporation  may amend or  terminate  the Plan at any
time,  but any such  amendment or  termination  shall not  adversely  affect the
rights of any  participant  then receiving  Benefits under the Plan.

          SECTION 3. Except to the extent  required by law, no assignment of the
rights  and  interests  of a  participant  or  survivor  under the Plan shall be
permitted, nor shall such rights be subject to attachment or other legal process
or debts.

          SECTION 4. The  rights of a  participant  shall be solely  those of an
unsecured creditor of the Corporation.  Any asset acquired by the Corporation in
connection with the  obligations  assumed by it hereunder shall not be deemed to
be held under any trust for the benefit of a  participant  or to be security for
the performance of the obligations of the Corporation, but shall be, and remain,
a general, unpledged,  unrestricted asset of the Corporation.

          SECTION 5. Nothing contained in this Plan and no action taken pursuant
to the provisions of this Plan shall create or be construed to create a trust of
any kind, or a fiduciary relationship between the Corporation and a participant.


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          SECTION 6. Nothing  contained  in the Plan shall give any  participant
the right to continue in the employment of the Corporation,  or affect the right
of the  Corporation  to  discharge a  participant.

          SECTION 7. The Plan shall be construed and governed in accordance with
the laws of the State of New York.

                                                UNION CARBIDE CORPORATION



                                                By:  /s/M. A. Kessinger