Exhibit 10.11.2
FIRST AMENDMENT TO THE
UNION CARBIDE CORPORATION
BENEFITS PROTECTION TRUST AGREEMENT
The Union Carbide Corporation Benefits Protection Trust
(Amended and Restated Effective August 29, 1997) (the "Trust")
between Union Carbide Corporation and State Street Bank and Trust
Company, as Trustee, is hereby amended as follows:
1. Paragraphs (a)(14) and (a)(15) of Article SECOND are
hereby renumbered to be paragraphs (a)(15) and (a)(16) of Article
SECOND.
2. A new paragraph (a)(14) of Article SECOND is created
to read as follows:
"(14) such cash or other property acceptable
to the Trustee as shall be paid or delivered
to the Trustee from time to time as
contributions under the 1997 Union Carbide
Corporation EPS Incentive Plan, together with
the earnings, income, additions and
appreciation thereon and thereto (all of
which is hereinafter called the "EPS Plan
Account");"
3. Paragraph (c) of Article SECOND is amended by
inserting the words, "EPS Plan Account" after "Retiree Medical
Program Account" and before "and such other Account(s)...."
4. Paragraphs (d)(13) (which should have been numbered
(d)(14) in the original Trust), (d)(14) and (d)(15) of Article
SECOND are hereby renumbered to be paragraphs (d)(15), (d)(16)
and (d)(17) of Article SECOND.
5. A new paragraph (d)(14) of Article SECOND is created
to read as follows:
"The assets of the EPS Plan Account shall be
used to discharge the obligation of the 1997
Union Carbide Corporation EPS Incentive
Plan."
6. Paragraph 15(d) of Article FIFTEENTH is amended by
inserting the words, "1997 Union Carbide Corporation EPS
Incentive Plan" after "Retiree Medical Program" and before "the
Key International Management Plan...."
7. Schedule 1 to the Trust is hereby amended by inserting
the following at the end thereof:
"14. 1997 Union Carbide Corporation EPS
Incentive Plan (hereinafter, together with
all amendments thereto from time to time in
effect, referred to as the "EPS Plan')."
8. Schedule 2 to the Trust is hereby amended
by inserting the following at the end
thereof:
"14. The EPS Plan."
9. The provisions of this First Amendment shall be
effective as of November 1, 1997
UNION CARBIDE CORPORATION
By: /s/ M.A. Xxxxxxxxx
Title: Vice President, Human Resources
Date: December 31, 0000
XXXXX XXXXXX BANK AND TRUST
COMPANY, AS TRUSTEE
By: /s/ X. Xxxxxxxx
Title: Vice President
Date: February 2, 1998
