EXHIBIT 10.11.3
SECOND 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. The first sentence of Paragraph (b) of Article NINTH is hereby
amended to read as follows:
"The Committee shall consist of not less than three (3)
members to be appointed by and serve at the pleasure of
the Board of Directors of the Company."
2. The provisions of this Second Amendment shall be effective as of
August 3, 1999.
UNION CARBIDE CORPORATION
By: /s/M. A. Xxxxxxxxx
Title: Vice President, Human Resources
Date: September 21, 0000
XXXXX XXXXXX BANK AND TRUST
COMPANY, AS TRUSTEE
By: /s/Xxxxx Xxxxxxxx
Title: Vice President
Date: October 7, 1999