EXHIBIT 10.5

                            UNION CARBIDE CORPORATION

                            EQUALIZATION BENEFIT PLAN


                   Amended and Restated as of January 1, 1998



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                            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.




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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
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.




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                                   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
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 Equalization Retirement Income
payable  hereunder  shall be recalculated  after such Incentive  Compensation is
granted (whether or not deferred). The monthly amount of Equalization 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
Equalization   Retirement  Income  shall  be  increased  to  reflect  any  prior
underpayment of  Equalization  Retirement  Income  resulting from the failure to
include such Incentive  Compensation in the initial  calculation of Equalization
Retirement Income.


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                                   ARTICLE IV

                                     VESTING

            SECTION 1. A Participant shall be vested in such Participant's right
to receive Equalization 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. Equalization Retirement Income shall be paid monthly to a
Participant or such Participant's  survivor  commencing with the month that such
Participant  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,
Equalization 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,  Equalization  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. Equalization  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  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
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  Equalization  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 Union  Carbide
Corporation.

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

               (d) "Equalization Retirement Income" means the benefit payable to
a Participant pursuant to Article III of this Plan.

               (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
for  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  Equalization
Benefit Plan, as amended and restated as of January 1, 1998.

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               (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.

            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 or such  Participant's  survivor,  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 or such  Participant's  survivor,  an annuity from an insurance
carrier to provide such benefits.

            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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