1

==============================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM 10-K


[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934


For the fiscal year ended:  DECEMBER 31, 1993    Commission file number: 1-71
                            -----------------                            ----

                                  BORDEN, INC.


                New Jersey                              13-0511250
- ---------------------------------------    ------------------------------------
        (State of incorporation)           (I.R.S. Employer Identification No.)

180 East Broad St., Columbus, OH  43215                  614-225-4000     
- ---------------------------------------    ----------------------------------
(Address of principal executive offices)     (Registrant's telephone number)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

     Title of each class        Name of each exchange on which registered
     -------------------        -----------------------------------------

Common stock par value $0.625*               New York Stock Exchange 
Preferred Share Purchase Rights
                                                        "

* Common stock also listed on exchanges in Switzerland and Tokyo

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      NONE

 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.     Yes   X     No      .
                                                 ------     ------
 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and is not contained in the
definitive proxy statement incorporated by reference in Part III of this Form
10-K.  [x].

 Aggregate market value in thousands of the voting stock held by nonaffiliates
of the Registrant based upon the average bid and asked prices of such stock on
January 31, 1994:  $2,197,270.

 Number of shares of Common Stock, $0.625 par value, outstanding as of the
close of business on January 31, 1994:  141,391,826

                      DOCUMENTS INCORPORATED BY REFERENCE


               Document                                    Incorporated
               --------                                    ------------
Portions of Annual Report to Shareholders for year
 ended December 31, 1993                                Part I, Part II, Part IV
Portions of the 1994 Proxy Statement                    Part III
==============================================================================
The Exhibit Index is located herein at sequential pages 7 through 10.
   2
                                     - 2 -


                                    Part I
Item 1.  Business
- -------  --------

 The Company was incorporated on April 24, 1899.  Information on the nature and
type of business and industry segments is contained on pages 24-26 of the
Company's 1993 Annual Report to Shareholders.  A three-year summary of sales
and operating income by operating division is presented on page 21 of the
Company's 1993 Annual Report to Shareholders.  All of the aforementioned pages
are incorporated herein by reference in this Form 10-K Annual Report.*

Item 2.  Properties
- -------  ----------

 Information on properties, contained on page 25 of the Company's 1993 Annual
Report to Shareholders, is incorporated herein by reference in this Form 10-K
Annual Report.*

Item 3.  Legal Proceedings
- -------  -----------------

Environmental Proceedings
- -------------------------

 The Company is involved in various proceedings relating to the designation of
certain waste sites for cleanup where the Company, along with a large number of
other companies, has potential liability under the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA") or similar state
environmental laws.  While the Company's ultimate liability will depend on many
factors including its volumetric share of waste, the financial viability of the
other companies and the remediation methods and technology used, management has
determined that, as of the date hereof, any costs incurred in connection with
individual sites will not be significant and even in the aggregate, will not
have a material adverse effect on the financial condition of the Company.

Private actions have been filed against the Company and numerous other
defendants beginning in 1986 in the State Court in Livingston Parish,
Louisiana, alleging personal injuries and property damage in connection with a 
waste disposal site in Louisiana.  Beginning in 1987, similar actions were 
filed in state court in Camden, New Jersey, in connection with a waste 
disposal site in New Jersey.

The Company's involvement in actions which were pending in Federal District
Court in Baton Rouge, Louisiana arising from a waste disposal site in Louisiana
was settled (January 1994) with payment by the Company of approximately
$27,000.

In February, 1993, an EPA Administrative Law Judge held that the Borden
Chemicals and Plastics Limited Partnership ("BCP") Illiopolis, Illinois
facility violated CERCLA and the Emergency Planning and Community Right to Know
Act ("EPCRA") by failing to report certain relief valve releases that the
Company believes are exempt from CERCLA and EPCRA reporting.  A petition for
reconsideration has been filed.  In addition, the Louisiana Department of
Environmental Quality ("LDEQ") has determined that a production




_______________

* Except as specifically indicated herein, no other data appearing in the
Company's 1993 Annual Report to Shareholders is deemed to be filed as part of
this Form 10-K Annual Report.
   3
                                     - 3 -


unit at BCP's Geismar facility should be subject to regulation under
Louisiana's hazardous waste statutes and regulations.  That decision has been
appealed to the state courts.  It is believed that allegations relating to
federal hazardous waste issues are being contemplated by the U.S. EPA.  BCP
maintains that the production unit is not subject to regulation under federal
or state hazardous waste laws.  The Company would be responsible for any
violations that predate the formation of BCP.

The U.S. EPA has issued a notice of violation alleging the violation of air
pollution regulations by a plant in Massachusetts (September 1988).
Allegations filed in Federal District Court in Helena, Montana in 1991 of water
pollution violations were resolved in October 1993 by the Company entering into
a consent decree and paying a civil fine of $265,000.

A notice of violation has been issued by the Maine Department of Environmental
Protection (April 1991) alleging the violation of certain solid waste and
wetlands regulations at a Scarborough, Maine facility.

OTHER LEGAL PROCEEDINGS
- -----------------------

The States of West Virginia, Virginia and Ohio have filed suits (12/93, 4/93
and 8/93) alleging antitrust violations in connection with the sale of milk to
schools in West Virginia, Virginia and Ohio school districts.  A private
antitrust suit containing similar allegations was filed in Federal Court in
Oklahoma (4/93) on behalf of four school districts and seeks class action
certification.  Federal Grand Jury investigations of similar allegations are
pending in Michigan, Indiana and Kentucky (6/91), Oklahoma (8/92), Ohio (2/93)
and the Plains States (9/93).  Similar investigations by the state Attorneys
General are pending in Illinois (11/91) and North Carolina (6/93).  Two private
antitrust suits alleging price fixing of wholesale/retail accounts were filed
in Florida (7/93) and W. Virginia (9/93).

From 1973 through 1980 the Company manufactured chemical components under the
name "Insulspray," for on-site installation of urea-formaldehyde foam
insulation in residences and commercial buildings.  The Company has been a
defendant in litigation in Montreal, Canada involving allegations of personal
injury or property damage arising from the misapplication of, or defects in,
the insulation.  The litigation, which was tried from September 1983 through
December 1989, was dismissed by the trial court in December 1991.  An Appeal
has been filed by plaintiffs.

The Company and its Directors have been sued by persons purporting to represent
a class of purchasers of shares of the Company in Federal District Court in New
York (December 1993) for alleged violations of the Securities Exchange Act of
1934 in connection with certain statements made by or on behalf of the Company
in 1992 and 1993.

In addition, Company is involved in other litigation throughout the United
States which is considered to be in the ordinary course of the Company's
business.

The Company believes, based upon the information it presently possesses, and
taking into account its established accruals for estimated liability and its
insurance coverage, including its risk retention program, that the foregoing
proceedings and actions are unlikely to have a materially adverse effect on the
Company's financial position or operating results.
   4
                                     - 4 -



Item 4.   Submission of Matters to a Vote of Security Holders
- -------   ---------------------------------------------------

 No matter was submitted during the fourth quarter of 1993 to a vote of
security holders, through the solicitation of proxies or otherwise.

                                    Part II

Item 5.   Market for the Registrant's Common Equity and Related
- -------   -----------------------------------------------------
          Stockholder Matters
          -------------------

 The Company's common stock is traded on the New York Stock Exchange and
exchanges in Tokyo, Japan; and Basel, Geneva, Lausanne and Zurich, Switzerland.
The following information included in the 1993 Annual Report to Shareholders is
incorporated herein by reference in this Form 10-K Annual Report:*

       [#]   The high and low sales prices of the Company's common stock for 
             each quarterly period during the last two fiscal years, Note 15 
             page 40.

       [#]   The amount of quarterly dividends paid during the last two
             fiscal years, Note 15, page 40.

 The high and low sales prices of the Company's common stock on January 31, 1994
were $15.750 and $15.375, respectively.

 The approximate number of holders of common stock, $0.625 par value, as of
January 31, 1994 was 40,818.

Item 6.   Selected Financial Data
- -------   -----------------------

 The five-year selected financial data for the years 1989 through 1993,
appearing on page 44 of the 1993 Annual Report to Shareholders, is incorporated
herein by reference in this Form 10-K Annual Report.*

Item 7.   Management's Discussion and Analysis of Financial Condition
- -------   -----------------------------------------------------------
          and Results of Operations
          -------------------------

 Management's Discussion and Analysis of Financial Condition and Results of
Operations, appearing on pages 18 through 24 of the 1993 Annual Report to
Shareholders, is incorporated herein by reference in this Form 10-K Annual
Report.*

Item 8.   Financial Statements and Supplementary Data
- -------   -------------------------------------------

 The Consolidated Financial Statements and the report thereon of Price
Waterhouse dated March 20, 1994 appearing on pages 27 through 41 of the 1993
Annual Report to Shareholders, are incorporated herein by reference in this
Form 10-K Annual Report.*

Item 9.   Changes in and Disagreements with Accountants on Accounting and
- -------   ---------------------------------------------------------------
          Financial Disclosure
          --------------------

 No Form 8-K was issued by the Company during the two most recent fiscal years
ended December 31, 1993 reporting a change in or disagreement with accountants.

____________
* Except as specifically indicated herein, no other data appearing in the
Company's 1993 Annual Report to Shareholders is deemed to be filed as part of
this Form 10-K Annual Report.
   5
                                     - 5 -


                                    Part III


Item 10.  Directors and Executive Officers of the Registrant
- --------  --------------------------------------------------

(a)      The  information relating to directors required by this item will be
contained under the caption "ELECTION OF DIRECTORS" in a definitive Proxy
Statement involving the election of directors which the registrant will file
with the Securities and Exchange Commission not later than 120 days after
December 31, 1993 (the "1994 Proxy Statement"), and such information is
incorporated herein by reference.

(b)      Set forth below are the names and ages of the Executive Officers of
the Company and the positions and offices with the Company presently held by
each of them.  Their terms of office extend to the next Annual Meeting of the
Board of Directors or until their successors are elected.  There are no family
relationships between any of the Executive Officers of the Company.


Served Age on In Present Dec. 31, Position Name Position & Office 1993 Since - -------------- ------------------------------------ -------- --------- *E. R. Shames President and Chief Executive Officer 53 1993 J. M. Saggese Executive Vice President, President Packaging and Industrial Products Division Domestic and International 62 1990 **L. O. Doza Senior Vice President and Chief Financial Officer 55 1985 A. L. Miller Senior Vice President and Chief Administrative Officer 61 1985 G. P. Morris Vice President and Chief Strategic Officer, Vice President of Finance - North American and International Foods Divisions 49 1994 R. D. Kautto Vice President - Human Resources 48 1994 D. A. Kelly Vice President and Treasurer 55 1980 **W. W. Kocher Vice President and General Counsel 59 1979 P. J. Keuper Vice President - Public Affairs 60 1991 P. J. Josenhans Secretary 57 1991 -------------- * Also a Director of Borden, Inc. ** Mr. Lawrence O. Doza and Mr. Walter W. Kocher resigned effective March 1, 1994 and February 28, 1994, respectively.
6 - 6 - E. R. Shames was elected Chief Executive Officer effective December 9, 1993. He is also President, to which he was elected effective June 28, 1993. Prior to that he was Chairman, President and Chief Executive Officer of the Stride Rite Corporation since 1990. Prior to that he was Chairman, President and Chief Executive Officer of the Kendall Company. J. M. Saggese has been Executive Vice President of the Company and President of the Packaging and Industrial Products Division Domestic and International since July 1, 1990. Prior to that he served as a Senior Group Vice President of the Packaging and Industrial Products Division Domestic and International since January 1, 1989. G. P. Morris was elected Vice President and Chief Strategic Officer effective February 7, 1994. He is also Vice President of Finance - North American and International Foods Division, to which he was elected effective September 9, 1993. Prior to that he was Vice President and Group Executive of Maxwell House Coffee Company. R. D. Kautto was elected Vice President - Human Resources effective February 1, 1994. Prior to that he was Vice President - Employee Relations at Phillip Morris Companies, Inc. since 1992. Prior to that he was Vice President - Human Resources at General Foods U.S.A. P. J. Keuper was elected Vice President - Public Affairs effective September 1, 1991. Prior to that he served as the Company's outside public relations counsel as a Managing Director of Adams & Rinehart. P. J. Josenhans was elected Secretary of the Company effective April 26, 1991. He has served as Associate General Counsel since 1982. Item 11. Executive Compensation - -------- ---------------------- The information required by this item will be contained in the Company's 1994 Proxy Statement beginning with the information contained under the caption "COMPENSATION OF DIRECTORS" and continuing through the caption "EMPLOYMENT, TERMINATION AND CHANGE IN CONTROL ARRANGEMENTS," and such information is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management - -------- -------------------------------------------------------------- The information required by this item will be contained under the caption "OWNERSHIP BY MANAGEMENT OF EQUITY SECURITIES" in the Company's 1994 Proxy Statement, and such information is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions - -------- ---------------------------------------------- Not applicable 7 - 7 - Part IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K - -------- ---------------------------------------------------------------- a) 1. Financial Statements -------------------- The Consolidated Financial Statements and the report thereon of Price Waterhouse dated March 20, 1994, appearing on pages 27 to 41 of the 1993 Annual Report to Shareholders, are incorporated herein by reference in this Form 10-K Annual Report. Except as specifically indicated herein, no other data appearing in the Company's 1993 Annual Report to Shareholders is deemed to be filed as part of this Form 10-K Annual Report. 2. Financial Statement Schedules ----------------------------- The following additional financial data should be read in conjunction with the Consolidated Financial Statements in the 1993 Annual Report to Shareholders. All other schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto. Financial statements of 50% or less owned persons and other unconsolidated persons accounted for by the equity method have been omitted because considered in the aggregate as a single subsidiary they do not constitute a significant subsidiary.
Sequential Additional Financial Data Page ---------------------------------- ---------- Report of independent accountants on financial statement schedules 12 Financial schedules: Property and equipment (Schedule V) 13 Accumulated depreciation of property and equipment (Schedule VI) 14
3. Exhibits -------- Executive Compensation Plans and Arrangements are listed herein at Exhibits (10)(iv) through (10)(xiv)(f). (3)(i) Restated Certificate of Incorporation and Amendments, incorporated herein by reference from Exhibit 3(i) to the 1992 Form 10-K Annual Report. (ii) By-Laws. (4)(i) Form of Indenture dated as of January 15, 1983, as supplemented by the First Supplemental Indenture dated as of March 31, 1986 relating to the $200,000,000 8-3/8% Sinking Fund Debentures due 2016, incorporated herein by reference from Exhibit 4(a) and (b) to Amendment No. 1 to Registration Statement of Form S-3, File No. 33-4381. 8 - 8 - (ii) Form of Indenture dated as of December 15, 1986, as supplemented by the First Supplemental Debenture dated as of December 15, 1986 relating to the $315,000,000 Medium Term Notes, Series A, incorporated herein by reference from Exhibit 4(a) through (d) to Amendment No. 1 to Registration Statement on Form S-3, File No. 33-8775. (iii) Form of Indenture dated as of December 15, 1987, as supplemented by the First Supplemental Indenture dated as of December 15, 1987 and the Second Supplemental Indenture dated as of February 1, 1993, incorporated herein by reference from Exhibit 4(a) through (d) to Registration Statement on Form S-3, File No. 33-45770, relating to the following Debentures and Notes: (a) The $125,000,000 9-7/8% Notes due November 1, 1997. (b) The $150,000,000 9-1/4% Sinking Fund Debentures due 2019. (c) The $200,000,000 9-1/5% Debentures due 2021. (d) The $250,000,000 7-7/8% Debentures due 2023. (iv) Form of Indenture relating to Zero Coupon Notes due 2002, dated as of May 21, 1992, incorporated herein by reference from Exhibit 4(iv) to the 1992 Form 10-K Annual Report. (v) Form of Lynx Equity Unit Agreement relating to Zero Coupon Notes due 2002, dated as of May 21, 1992, incorporated herein by reference from Exhibit 4(v) to the 1992 Form 10-K Annual Report. (10)(i) Rights Agreement dated as of January 28, 1986, relating to preferred share purchase rights, incorporated herein by reference from Exhibit I to the Registrant's Form 8-K, dated January 28, 1986. (ii) Amendment to Rights Agreement dated as of November 29, 1988, incorporated herein by reference from Exhibit I to the Registrant's Form 8, dated December 6, 1988. (iii) Second Amendment to Rights Agreement dated as of May 22, 1991, incorporated herein by reference from Exhibit I to the Registrant's Form 8, dated June 7, 1991. (iv) 1994 Management Incentive Plan. (v) 1994 Stock Option Plan. 9 - 9 - (vi) Executive Family Survivor Protection Plan as amended through December 9, 1993. (vii) Executives Excess Benefits Plan as amended through December 9, 1993. (viii) Executives Supplemental Pension Plan as amended through December 9, 1993. (ix) Advisory Directors Plan, incorporated herein by reference from Exhibit 10(viii) to the 1989 Form 10-K Annual Report. (x) Advisory Directors Plan Trust Agreement, incorporated herein by reference from Exhibit 10(ix) to the 1988 Form 10-K Annual Report. (xi) Supplemental Benefit Trust Agreement as amended through December 9, 1993. (xii) Form of Indemnification Letter Agreements entered into with all Directors of the Company, incorporated herein by reference from Exhibit 10(xii) to the 1988 Form 10-K Annual Report. (xiii) Form of Letter Agreement entered into with all holders of stock appreciation rights, incorporated herein by reference from Exhibit 10(xiii) to the 1989 Form 10-K Annual Report. (xiv) (a) Agreement with Mr. A. S. D'Amato, Chairman and Chief Executive Officer, incorporated herein by reference from Exhibit 10(i) to the June 30, 1993 Form 10-Q. (b) Amendment to Agreement with Mr. A. S. D'Amato, incorporated herein by reference from Exhibit 10(i) to the September 30, 1993 Form 10-Q. (c) Supplement to Agreement with Mr. A. S. D'Amato. (d) Agreement with Mr. E. R. Shames, President and Chief Operating Officer, incorporated herein by reference from Exhibit 10(ii) to the June 30, 1993 Form 10-Q. (e) Description of Amendment to Agreement with Mr. E. R. Shames. (f) Agreement with Mr. R. J. Ventres, Chairman of the Executive Committee, incorporated herein by reference from Exhibit 10(xvii)(b) to the 1991 Form 10-K Annual Report. 10 - 10 - (g) Description of Amendment to Agreement with Mr. R. J. Ventres. (h) Form of salary continuance arrangement with Executive Officers, incorporated herein by reference from Exhibit 10(ix)(c) to the 1987 Form 10-K Annual Report. (i) Agreement with Mr. J. G. Hettinger. (j) Agreement with Mr. G. J. Waydo. (xv) Second Amended and Restated Deposit Agreement, dated February 16, 1993 among Borden Chemicals and Plastics Limited Partnership, Society National Bank, Borden, Inc. and BCP Management, Inc., incorporated herein by reference from Exhibit 10 (xviii) to the 1992 Form 10-K Annual Report. (12) Calculation of Ratio of Earnings to Fixed Charges. (13) Portion of 1993 Annual Report to Shareholders. (22) Subsidiaries of Registrant. (24) The Consent of Independent Accountants and Report of Independent Accountants on Financial Statement Schedules appear on page 12 of this Form 10-K Annual Report. Copies of the foregoing Exhibits are available to Shareholders of record upon written request to Investor Relations at the Executive Offices of the Company, and the payment of $.50 per page to help defray the cost of handling, copying, and postage. (b) Reports on Form 8-K ------------------- On December 13, 1993 Borden, Inc. filed a Form 8-K which announced the resignation by Anthony S. D'Amato of his position as Director, Chairman and Chief Executive Officer of Borden, Inc. and the appointment of Frank J. Tasco as Chairman of the Board and Ervin R. Shames as Chief Executive Officer. 11 - 11 - SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BORDEN, INC. By /s/ George P. Morris ------------------------------------ George P. Morris, Vice President and Chief Strategic Officer (Principal Financial Officer) By /s/ Richard W. Pennell ------------------------------------ Richard W. Pennell, Assistant General Controller (Principal Accounting Officer) Date: March 29, 1994 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities indicated, on the date set forth above. Signature Title --------- ----- /s/ F. J. Tasco Director and Chairman of the Board - --------------------------------------- (F. J. Tasco) /s/ E. R. Shames Director, President and Chief - --------------------------------------- Executive Officer (E. R. Shames) /s/ Frederick E. Hennig Director - --------------------------------------- (Frederick E. Hennig) /s/ Wilbert J. LeMelle Director - --------------------------------------- (Wilbert J. LeMelle) /s/ Robert P. Luciano Director - --------------------------------------- (Robert P. Luciano) /s/ H. Barclay Morley Director - --------------------------------------- (H. Barclay Morley) /s/ John E. Sexton Director - --------------------------------------- (John E. Sexton) /s/ Patricia Carry Stewart Director - --------------------------------------- (Patricia Carry Stewart) 12 - 12 - REPORT OF INDEPENDENT ACCOUNTANTS ON ------------------------------------ FINANCIAL STATEMENT SCHEDULES ----------------------------- To the Board of Directors of Borden, Inc. Our audits of the consolidated financial statements referred to in our report dated March 20, 1994 appearing on page 41 of the 1993 Annual Report to Shareholders of Borden, Inc., (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedules listed in Item 14 (a) 2 of this Form 10-K. In our opinion, these Financial Statement Schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. PRICE WATERHOUSE Columbus, Ohio March 20, 1994 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in the Prospectuses constituting part of the Registration Statements on Form S-3 (No. 33-45770) and Form S-8 (No. 33-24225 and No. 2-91503) of Borden, Inc. of our report dated March 20, 1994 appearing on page 41 of the Annual Report to Shareholders which is incorporated by reference in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page 12 of this Form 10-K. PRICE WATERHOUSE Columbus, Ohio March 28, 1994 13 Schedule V BORDEN, INC. ---------- AND CONSOLIDATED SUBSIDIARIES PROPERTY AND EQUIPMENT ----------------------------- (IN MILLIONS)
ADDITIONS AT COST DEDUCTIONS ----------------------------------- --------------------------------------- BUSINESSES ACQUIRED OTHER BALANCE CAPITAL IN PURCHASE RETIREMENTS ADDITIONS BALANCE CLASSIFICATION JANUARY 1 EXPENDITURES TRANSACTIONS OR SALES DIVESTITURES AMORTIZATION (DEDUCTIONS) DECEMBER 31 - ---------------------- --------- ------------ ------------ -------- ------------ ------------ ------------ ----------- YEAR ENDED DECEMBER 31, 1993 - ---------------------------- LAND $ 125.6 $ 2.1 $ 6.1 $ 1.2 $ (14.9) $ 105.5 BUILDINGS 815.5 28.7 $ 1.0 22.8 3.0 (208.8) 609.6 MACHINERY AND EQUIPMENT $2,389.5 146.2 45.4 27.5 $6.4 (1) (508.1) 1,949.3 -------- ----- ----- ----- ----- ---- -------- -------- $3,330.6 $177.0 $ 1.0 $74.3 $31.7 $6.4 (1) $(731.8) (2) $2,664.4 ======== ====== ===== ===== ===== ==== ======== ======== YEAR ENDED DECEMBER 31, 1992 - ---------------------------- LAND $ 122.6 $ 4.4 $ 0.3 $ 1.4 $ 0.9 $ 0.4 $ 125.6 BUILDINGS 782.1 55.3 1.5 13.3 11.6 1.5 815.5 MACHINERY AND EQUIPMENT 2,338.7 226.5 5.1 50.2 55.7 $5.1 (1) (66.8) 2,389.5 -------- ----- ----- ----- ----- ---- -------- -------- $3,243.6 $286.2 $ 6.9 $64.9 $68.2 $6.1 $ (66.9) (2) $3,330.6 ======== ====== ===== ===== ===== ==== ======== ======== YEAR ENDED DECEMBER 31, 1991 - ---------------------------- LAND $ 113.1 $ 9.9 $ 2.1 $ 1.6 $ 0.5 $ (0.2) $ 122.8 BUILDINGS 675.1 117.6 6.0 6.3 4.4 (5.9) 782.1 MACHINERY AND EQUIPMENT 2,220.8 248.5 7.7 71.6 7.1 $5.9 (1) (53.5) 2,338.7 -------- ----- ----- ----- ----- ---- -------- -------- $3,009.0 $376.0 $15.8 $79.7 $12.0 $5.9 $ (59.6) (2) $3,243.6 ======== ====== ===== ===== ===== ==== ======== ======== (1) PRIMARILY AMORTIZATION OF CASES AND CANS WHICH IS RECORDED AS DEPRECIATION EXPENSE. (2) IN 1993, $659.6 WAS RECLASSED TO NET ASSETS OF DISCOUNTINUED OPERATIONS. OTHER DEDUCTIONS CONSIST PRIMARILY OF TRANSLATION ADJUSTMENTS.
14 Schedule VI BORDEN, INC. ----------- AND CONSOLIDATED SUBSIDIARIES ACCUMULATED DEPRECIATION OF PROPERTY AND EQUIPMENT ----------------------------- (IN MILLIONS)
ADDITIONS DEDUCTIONS --------- --------------------------------------- ACCUMULATED DEPRECIATION ACCUMULATED CHARGED TO APPLICABLE TO DEPRECIATION OTHER BALANCE COSTS AND RETIREMENTS APPLICABLE TO ADDITIONS BALANCE CLASSIFICATION JANUARY 1 EXPENSES OR SALES DIVESTITURES (DEDUCTIONS) DECEMBER 31 - -------------------- --------- --------- ------------ ------------- ------------ ----------- YEAR ENDED DECEMBER 31, 1993 - ---------------------------- LAND (1) $ 9.5 $ 1.1 $ 0.4 $ (1.4) $ 8.8 BUILDINGS 265.6 52.0 30.1 1.4 (41.5) 244.6 MACHINERY AND EQUIPMENT $1,267.4 233.5 153.7 16.4 (256.5) 1,074.3 -------- ----- ------ ----- -------- -------- $1,542.5 $286.6 $184.2 $17.8 $(299.4) (2) $1,327.7 ======== ====== ====== ===== ======== ======== YEAR ENDED DECEMBER 31, 1992 - ---------------------------- LAND (1) $ 8.2 $ 1.1 $ 0.1 $ 0.3 $ 9.5 BUILDINGS 228.4 47.0 5.9 1.7 (2.2) 265.6 MACHINERY AND EQUIPMENT 1,103.3 262.9 59.0 30.1 (9.7) 1,267.4 -------- ----- ------ ----- -------- -------- $1,339.9 $311.0 $ 65.0 $31.8 $ (11.6) (2) $1,542.5 ======== ====== ====== ===== ======== ======== YEAR ENDED DECEMBER 31, 1991 - ---------------------------- LAND (1) $ 7.3 $ 0.9 $ 0.1 $ 0.1 $ 8.2 BUILDINGS 211.4 24.2 2.4 1.5 (3.3) 228.4 MACHINERY AND EQUIPMENT 1.083.5 137.6 96.3 4.4 (17.3) 1,103.3 -------- ----- ------ ----- -------- -------- $1,302.2 $162.9 $ 98.8 $ 5.9 $ (20.5) (2) $1,339.9 ======== ====== ====== ===== ======== ======== (1) REPRESENTS DEPRECIABLE IMPROVEMENTS TO LAND. (2) IN 1993, $267.5 WAS RECLASSED TO NET ASSETS OF DISCOUNTINUED OPERATIONS. OTHER DEDUCTIONS CONSIST PRIMARY OF TRANSLATION ADJUSTMENTS.
   1

                                                        As of February 22, 1994
                                                                  EXHIBIT 3(ii)
                                    BY-LAWS

                                       OF

                                  BORDEN, INC.



                                   ARTICLE I

                            MEETINGS OF SHAREHOLDERS

  SECTION 1.  Unless otherwise determined by resolution of the Board of
Directors, the annual meeting of the shareholders for the election of directors
and for the transaction of such other business as may properly come before the
meeting shall be held on the Friday after the third Wednesday (unless such day
be a holiday, then on the following business day or on such other day as the
Board of Directors shall designate) in April of each year at such  time and
place as shall be designated by the Board of Directors and specified in the
notice of the meeting.  Any annual meeting of shareholders may be postponed by
resolution of the Board of Directors upon public notice given prior to the date
previously scheduled for such annual meeting of shareholders.

  SECTION 2.  The officer or agent having charge of the stock transfer books
for shares of the Company shall make a complete list of the shareholders
entitled to vote at a shareholders' meeting or any adjournment thereof.  Such
list may consist of cards arranged alphabetically or any equipment which
permits the visual display of the information required by this Section 2.  Such
list shall

   (a)   be arranged alphabetically within each class, series, or group of
         shareholders maintained by the Company for convenience of reference,
         with the address of, and the number of shares held by, each
         shareholder,

   (b)   be produced (or available by means of a visual display) at the time
         and place of the meeting,

   (c)   be subject to the inspection of any shareholder  for reasonable
         periods during the meeting, and

   (d)   be PRIMA FACIE evidence as to who are the
         shareholders entitled to examine such list
         or to vote at any meeting.


  SECTION 3.  Special meetings of shareholders shall be held at such place and
at such time as shall be fixed by resolution of the Board of Directors with
respect to each such meeting and may be
   2
called at any time by the Chairman of the Board of Directors, Chief Executive
Officer or President or a majority of the directors.  Any special meeting of
shareholders may be postponed by resolution of the Board of Directors upon
public notice given prior to the date previously scheduled for such special
meeting of shareholders.  Only such business shall be conducted at a special
meeting of shareholders as shall have been brought before the meeting pursuant
to the Company's notice of meeting.

  SECTION 4.  Notice of the time, place and purpose or purposes of the annual
meeting of shareholders, and of all other shareholders' meetings, shall be
given by a written or printed notice to each shareholder entitled to vote at
the meeting, either personally or by mailing such notice postage prepaid
addressed to him at his address specified in the stock books of the Company,
not less than 10 nor more than 60 days prior to the date of such meeting.
When a meeting is adjourned to another time or place, it shall not be necessary
to give notice of the adjourned meeting if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is
taken and at the adjourned meeting only such business is transacted as might
have been transacted at the original meeting.  However, if after the
adjournment the board fixes a new record date for the adjourned meeting, a
notice of the adjourned meeting shall be given to each shareholder of record on
the new record date entitled to vote at such adjourned meeting.

  SECTION 5.  Except as otherwise provided by law or the Restated Certificate
of Incorporation of the Company, at all meetings of the shareholders, in order
to constitute a quorum, there shall be present, either in person or by proxy,
shareholders entitled to cast a majority of the votes at such meeting provided,
however, that whenever the holders of any class or series of shares shall be
entitled to vote separately on any specified item of business, this sentence
shall apply in determining the presence of a quorum of such class or series for
the transaction of such specified item of business.   The shareholders present
in person or by proxy at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of sufficient
shareholders to constitute the remaining shareholders less than a quorum.
Whether or not a quorum is present, the chairman of the meeting or a majority
of the shareholders present in person or by proxy may adjourn the meeting from
time to time.

  SECTION 6.  At all meetings of the shareholders, each shareholder shall be
entitled to one vote for each share of the capital stock standing in his name
on the books of the Company, except as otherwise provided by the Restated
Certificate of Incorporation of the Company.





                                       2
   3
  SECTION 7.  At all meetings of the shareholders any shareholder shall be
entitled to vote by proxy.  Every proxy shall be executed in writing by the
shareholder or his agent except that a proxy may be given by a shareholder or
his agent by telegram or cable or by any means of electronic communication
which results in a writing.

  SECTION 8.  For the purpose of determining the shareholders entitled to (a)
notice of or to vote at any meeting of shareholders or any adjournment thereof,
(b) give a written consent to any action without a meeting, or (c) receive
payment of any dividend or allotment of any right, or for the purpose of any
other corporate action or event, the Board may fix, in advance, a date as the
record date for any such determination of shareholders.  Such dates shall not
be more than sixty nor less than ten days before the date of such meeting, nor
more than sixty days prior to any other action.  The record date to determine
shareholders entitled to give a written consent may not be more than 60 days
before the date fixed for tabulation of the consents or, if no date has been
fixed for tabulation, more than 60 days before the last day on which consents
received may be counted.

  If no record date is so fixed by the Board, (a) the record date for a meeting
of shareholders shall be the close of business on the day next preceding the
day on which notice is given, or, if no notice is given, the day next preceding
the day on which the meeting is held, and (b) the record date for determining
shareholders for any other purpose shall be at the close of business on the day
on which the resolution of the Board relating thereto is adopted.

  When a determination of shareholders of record entitled to notice of or to
vote at any meeting of shareholders has been made as provided in this Section,
such determination shall apply to any adjournment thereof, unless the Board
fixes a new record date under this Section for the adjourned meeting.

  SECTION 9.  Election of directors shall be by a plurality of the votes cast
at an election and need not be by ballot unless a shareholder demands election
by ballot at the election and before the voting.  All other shareholder actions
shall be authorized by a majority of the votes cast by the holders of shares
entitled to vote thereon, unless a greater plurality is required by law or the
Restated Certificate of Incorporation.  Whenever not otherwise provided by law
or these by-laws, all questions submitted to a meeting of the shareholders
shall be decided by a viva VOCE VOTE unless shareholders holding at least 2,500
shares shall demand a vote by shares.

  SECTION 10.  Unless otherwise determined by resolution of
the Board of Directors,





                                       3
   4
  (a)  the Chairman of the Board shall, or shall designate an appropriate
       officer of the Company to, call any annual or special meeting of
       shareholders to order, act as Chairman of any such meeting of the
       shareholders, determine the order of business of any such meeting, and
       determine the rules of order and procedure to be followed in the conduct
       of any such meeting; and

  (b)  the Secretary of the Company shall act as Secretary of the meeting.

  Nothing in this section shall prohibit the Chairman of the meeting from
changing the order in which business shall be presented to the meeting if, in
the opinion of the Chairman, such change in procedure would not hinder the
orderly conduct of the meeting or the proper consideration of the matters to
come before it.

  SECTION 11.  (a) (1)  Nominations of persons for election to the Board of
Directors of the Company and the proposal of business to be considered by the
shareholders at an annual meeting of shareholders may be made (i) pursuant to
the Company's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) by any shareholder of the Company who was a shareholder of
record at the time of giving of notice provided for in this by-law, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this by-law.

  (2)  For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (iii)  of paragraph (a)(1)
of this by-law, the shareholder must have given timely notice thereof in
writing to the Secretary of the Company.  To be timely, a shareholder's notice
shall be delivered to the Secretary of the Company not less than 60 days nor
more than 90 days prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the annual
meeting is advanced by more than 30 days or delayed by more than 60 days from
such anniversary date, notice by the shareholder to be timely must be so
delivered not earlier than the 90th day prior to such annual meeting and not
later than the close of business on the later of the 60th day prior to such
annual meeting or the 10th day following the day on which public announcement
of the date of such meeting is first made.  Such shareholder's notice shall set
forth (i) as to each person whom the shareholder proposes to nominate for
election or reelection as a director, the name, age, principal occupations and
employment during the past five years, name and principal business of any
corporation or other organization in which such occupations and employment were
carried on and a brief description  of any arrangement or understanding between
such person and any other person(s) (naming such person(s)) pursuant to which
he was or is to be selected as a nominee; (ii) as to any other business that
the shareholder proposes to bring before





                                       4
   5
the meeting, a brief description of the business desired to be brought before
the meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such shareholder and the beneficial
owners, if any, on whose behalf the proposal is made; (iii) as to the
shareholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (A) the name and address of such
shareholder, as they appear on the Company's books, and of such beneficial
owner and (B) the class and number of shares of the Company which are owned
beneficially and of record by such shareholder and such beneficial owner.

  (3)  Notwithstanding anything in the second sentence of paragraph (a)(2) of
this by-law to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the Company is increased and there is no
public announcement naming all of the nominees for Director or specifying the
size of the increased Board of Directors made by the Company at least 70 days
prior to the first anniversary of the preceding year's annual meeting, a
shareholder's notice required by this by-law shall also be considered timely,
but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary of the Company not later
than the close of business on the 10th day following the day on which such
public announcement is first made by the Company.

  (b)  Nominations of persons for election to the Board of Directors may be
made at a special meeting of shareholders at which directors are to be elected
pursuant to the Company's notice of meeting (1) by or at the direction of the
Board of Directors or (2) provided that the Board of Directors has determined
that directors shall be elected at such special meeting, by any shareholder of
the Company who is a shareholder of record at the time of giving of notice
provided for in this by-law, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this by-law.  In the event
the Board of Directors calls a special meeting of shareholders for the purpose
of electing one or more directors, any such shareholder may nominate a person
or persons (as the case may be), for election to such position(s) as specified
in the Company's notice of meeting, if the shareholder's notice required by
paragraph (a)(2) of this by-law shall be delivered to the Secretary of the
Company not earlier than the 90th day prior to such special meeting and not
later than the close of business on the later of the 60th day prior to such
meeting or the 10th day following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by the
Board of Directors to be elected at such meeting.

  (c)(1) Only such persons who are nominated in accordance with the procedures
set forth in this by-law shall be eligible to serve as directors and only such
business shall be conducted at a meeting of shareholders as shall have been
brought before the meeting in





                                       5
   6
accordance with the procedures set forth in this by-law.  The Chairman of the
meeting shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made in accordance with
the procedures set forth in this by-law and, if any proposed nomination or
business is not in compliance with this by-law, to declare that such defective
proposal shall be disregarded.

  (2) For purposes of this by-law, "public announcement" shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly filed by the Company
with the Securities and Exchange Commission pursuant to Sections 13, 14 or
15(d) of the Exchange Act of 1934, as amended (the "Exchange Act").

  (3) Notwithstanding the foregoing provisions of this by-law, a shareholder
shall also comply with all applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to the matters set forth in this
by-law.  Nothing in this by-law shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the Company's proxy statement
pursuant to Rule 14a-8 under the Exchange Act.

                                   ARTICLE II

                                   DIRECTORS

   SECTION 1. The business and affairs of the Company shall be managed by or
under the direction of a Board of Directors consisting of eight (8) directors,
who shall at all times be shareholders.  Subject to the provisions of the
Certificate of Incorporation of the Company, the members of the Board shall be
elected at each annual meeting of shareholders of the Company to hold office
until the next annual meeting, and the term of each director shall be from the
time of his election and qualification until the annual meeting of shareholders
next succeeding his election and until his successor shall have been elected
and shall have qualified.  The Chairman of the Board shall be elected by the
Board from time to time and shall serve as Chairman of the Board until his
successor shall have been elected and shall have qualified.  The Chairman of
the Board shall be a director, and may serve as the Chief Executive Officer of
the Company, but not otherwise as an officer or employee of the Company unless
so determined by the Board of Directors.  An election of a Chairman of the
Board may be demanded by any two or more directors and, upon such demand, shall
be held at the next properly convened meeting of the Board.

  SECTION 2.  If the office of any director is not filled at an annual meeting
or becomes vacant, or if new directorships resulting from an increase in the
authorized number of directors are created, the remaining directors (even
though less than a quorum) by a





                                       6
   7
majority vote, or the sole remaining director, may fill such directorship.  A
director so elected shall hold office until the next annual meeting of
shareholders and until his successor is elected and qualified in his stead.
Any directorship not filled by the Board of Directors may be filled by the
shareholders at an  annual meeting or at a special meeting called for that
purpose.

  SECTION 3.  The Board of Directors shall have the power to remove a director
for cause and to suspend a director pending a final determination that cause
exists for removal.

  SECTION 4.  There shall be an annual meeting of the Board of Directors for
the election of officers and for such other business as may be brought before
the meeting, immediately after the annual election of directors and at the
place where the annual election of directors shall take place, or at such other
place as shall be designated in the notice for such meeting.  In the absence of
a quorum at such time and place, such meeting shall be held as soon as
practicable at the principal business office of the Company in the Borough of
Manhattan of the City of New York and notice thereof shall be given by the
Secretary or an Assistant Secretary by  notice delivered personally or by
telephone to each director, or mailed, telegraphed or sent by facsimile
transmission to his address upon the books of the Company at least two days
prior to the time of holding the meeting.

  SECTION 5.  Regular meetings of the Board of Directors may be held without
notice at such time and place as shall from time to time be determined by
resolution of the Board.

  SECTION 6.  Special meetings of the Board of Directors may be called by the
Chairman of the Board of Directors, Chief Executive Officer, President or by
any two directors at such time and place as specified in a notice delivered
personally or by telephone to each director, or mailed, telegraphed or sent by
facsimile transmission to his address upon the books of the Company, at least
two days prior to the time of holding the meeting.

  SECTION 7.  A majority of directors shall constitute a quorum for the
transaction of business.

  SECTION 8.  Subject to the restrictions contained in the Certificate of
Incorporation, the Board of Directors shall have power to have an office or
offices and to keep the books of the Company outside the State of New Jersey.

                                  ARTICLE III

                                    OFFICERS

  SECTION 1.  The officers of the Company may consist of a Chief Executive
Officer, a President, one or more Vice Presidents, a





                                       7
   8
Secretary, a Treasurer, and a General Controller and one or more Assistant
Secretaries, Assistant Treasurers and Assistant General Controllers.  The said
officers shall be elected by ballot at the annual meeting of the Board of
Directors by a majority vote of the Board and shall hold office for one year,
and until their respective successors shall be elected, subject to Section 3
below, provided, however, that the Board of Directors may at pleasure omit the
election of any of the foregoing officers not required by law, and provided
further that the Board of Directors may at pleasure remove any officer of the
Company.  The Chief Executive Officer and the President shall be directors of
the Company but no other officer need be a director.  One person may hold more
than one office.

  SECTION 2.  The said officers shall have the powers and shall perform all the
duties incident to their said respective offices and shall perform such other
duties as shall from time to time be assigned to them by the Board of
Directors.

  SECTION 3.  The Chairman may be the Chief Executive Officer of the Company.
The term of office of the Chairman may continue until the first of the month
following the attainment by the incumbent of age 68 and that of the Chief
Executive officer may continue until the first of the month following the
attainment by the incumbent of age 67.  The Board of Directors, by majority
vote may, however, waive such limitations for periods of one year at a time,
but not beyond age 70 for either.  The Chairman of the Board or, in his
absence, a director selected by a majority of the Directors,   shall preside at
meetings of the Board of Directors.  Each Vice President or other officer shall
have general charge of such departments or divisions of the Company's business,
or shall perform such duties, as may from time to time be determined by the
Chief Executive Officer and they shall be responsible for the proper
administration of their respective departments or divisions to the Chief
Executive Officer.  Departmental managers shall be responsible for the proper
administration of their departments to the officer in charge thereof.

  SECTION 4.  During the absence of the Chief Executive Officer, the Chief
Executive Officer shall designate, in writing to the Corporate Secretary, the
officer who shall be vested with all the powers of such office in respect of
the signing and execution of any contracts or other papers requiring the
signature of any such absent officer.  In the event of any prolonged absence of
any officer of the Company, the Board of Directors may delegate his powers or
duties to any other executive officer, or to any director, during such absence,
and the person so delegated shall, for the time being, be the officer whose
powers and duties he so assumes.

  SECTION 5.  Any vacancy in any office shall be filled for the unexpired term
by a majority vote of the Board of Directors.





                                       8
   9
  SECTION 6.  The Board of Directors may create such other offices as they may
determine, elect or provide for the election of officers to fill the same,
define their powers and duties and fix their tenures of office.  The Board may
also create or provide for the creation of (1) administrative divisions, and
(2) offices and committees for any such divisions and may elect or provide for
the election of officers and committee members to fill the positions so
created, define or make provision for the duties to be performed by such
officers and committees and the powers to be exercised by them and fix or make
provision for their tenures of office.  The Board of Directors may delegate to
the Chief Executive Officer or to any other officer or any committee of the
Company the power to exercise some, any or all of the powers granted to the
Board by the foregoing provisions of this Section.  The Chief Executive Officer
in turn may delegate to any other officer or any committee of the Company the
power to exercise some, any or all of the powers delegated to him by the Board
of Directors pursuant to the foregoing provisions of this Section.

                                   ARTICLE IV

                                   COMMITTEES

  SECTION 1.  There shall be an Executive Committee consisting of five or more
directors.  The membership of this Committee shall consist of such number of
directors as the Board of Directors may, by a resolution adopted by a majority
of the entire Board, elect from time to time and their terms of office shall be
for such periods as the Board of Directors may designate.  A majority of all
the members of the Committee shall constitute a quorum for the transaction of
business.  The Board of Directors shall elect the Chairman of the Committee.
The Committee shall determine its own procedure and shall meet on call by the
Chairman of the Committee or by any two members of the Committee.  In addition
to any general or special duties that may from time to time be delegated to it
by the Board of Directors, the Committee shall, subject to the laws of the
State of New Jersey, have and may exercise the powers of the Board during the
intervals between the meetings of the Board, including the periodic review of
management organization.

  SECTION 2.  There shall be a Pension Committee consisting of five or more
members, a majority of whom must be directors.  The members shall be elected by
the Board of Directors at their annual meeting and shall hold office for one
year or until the election of their respective successors, provided, however,
that the Board of Directors may at pleasure remove any member of the Committee
who is not a director.  The Board of Directors shall elect the Chairman of the
Committee.  Vacancies on the Committee, or increases in the number thereof, may
be filled for the unexpired term by election by the Board of Directors at any
meeting of the Board.  The Committee shall meet at its convenience and shall
determine its own procedure.  In addition to any general or special duties that
may





                                       9
   10
be delegated to it by the Board of Directors, the Committee may from time to
time consider, devise, report on and recommend to the Board a plan or plans, or
modifications thereof, and matters incident thereto, for the pensioning of
tried and faithful employees, with a view to increased efficiency of operation
and to closer cooperation between the Company and its officers and employees.
A majority of the members shall constitute a quorum of the Committee.

  SECTION 3.  There shall be an Audit Committee comprised of three or more
directors, independent of executive and operating management and free from any
relationships that might, in the opinion of the Board of Directors, be
considered to be a conflict of interest.  The members shall be elected by the
Board of Directors, which shall also elect the Chairman of the Committee, at
their Annual Meeting, and shall hold office for one year or until the election
of their respective successors.  A majority of the members shall constitute a
quorum of the Committee.

  The Committee shall assist the Board in fulfilling its fiduciary
responsibilities relating to accounting policies, auditing and reporting
practices for the Company and shall, through regularly scheduled meetings
provide a direct line of communication between the Board and the Company's
independent accountants, as well as the internal auditor.  It shall receive
management's recommendation of the independent auditing firm for the next year
and make its recommendation to be approved by the Board.

  It shall review with the independent auditing firm the scope of its
examination, the consolidated financial statements prior to the approval of the
annual report by the Board, the competence and adequacy of financial,
accounting and internal audit management and control procedures of the Company,
recommendations of the independent auditors and management's response thereto,
the internal audit function and such other matters relating to financial
reports as it deems appropriate.  It will require that serious differences
between the independent auditors and the management be reported to it.

  SECTION 4.  There shall be a Committee on Officers' Compensation comprised of
5 or more directors, independent of executive and operating management and free
from relationships that might, in the opinion of the Board of Directors, be
considered a conflict of interest. The members shall be elected by the Board of
Directors, who shall also elect the Chairman of the Committee at their Annual
Meeting, who shall hold office for one year or until the election of their
respective successors.  A majority of the members shall constitute a quorum of
the Committee.

  The Committee shall establish salaries for elected officers of the Company.
It shall be responsible for the administration of the Management Incentive
Plan, other incentive compensation plans and





                                       10
   11
related subjects.  It shall also be responsible for the granting of options
under and administration of the Employees Stock Option Plan.  This Committee
shall supervise and administer such other employee benefits plans as the Chief
Executive Officer or the Board of Directors shall, from time to time, direct.

  SECTION 5.  There shall be a Nominating Committee comprised of three or more
directors, independent of executive and operating management and free from any
relationship that might, in the opinion of the Board of Directors, be
considered to be a conflict of interest.  The members shall be elected by the
Board of Directors, which shall also elect the Chairman of the Committee at its
Annual Meeting, and shall hold office for one year or until the election of
their respective successors.  A majority of the members shall constitute a
quorum of the Committee.

  The Committee shall review and determine the qualifications of potential
directors and shall be responsible for reviewing and making recommendations to
the Board of Directors with respect to the composition of the Board. It shall
research and recommend candidates to fill vacancies on the Board between annual
meetings of shareholders and shall propose to the Board of Directors a slate of
nominees for submission to the shareholders for election as directors at each
annual meeting of shareholders.

  SECTION 6. The Committees created by the preceding sections of this Article
shall each keep a record of their actions and proceedings, and all their
actions shall be reported to the Board at its next ensuing meeting; except
that, when the meeting of the Board is held within 2 days after the committee
meeting, such report shall, if not made at the first meeting, be made to the
Board at its second meeting following such committee meeting.

                                   ARTICLE V

                         DEPOSITORIES, CHECKS AND NOTES

  SECTION 1.  The Chairman of the Board, Chief Executive Officer, President,
Chief Financial Officer, Treasurer or an Assistant Treasurer of the Company
shall each have the authority to designate banks, trust companies or other
depositories in which funds of the Company shall be deposited to the credit of
the Company.  All checks, drafts and orders for the payment of money shall be
signed by any one of the aforesaid officers, or by such other person or persons
as the Board of Directors or anyone of the aforesaid officers may from time to
time designate.  Subject to





                                       11
   12
such limitations, restrictions and safeguards as any of the aforesaid officers
shall prescribe, signatures in the case of all checks, drafts and orders for
the payment of money may be facsimile signatures.

  SECTION 2.  The signature of any officer upon any bond, debenture, note or
similar instrument executed on behalf of the Company may be a facsimile
whenever authorized by the Board of Directors.

                                   ARTICLE VI

                                   DIVIDENDS

  Subject to the provisions of law and the Certificate of Incorporation of the
Company, the Board of Directors shall have the power in its discretion to
declare and pay dividends upon the shares of stock of the Company of any class
in cash, in its own shares, in its bonds or in other property, including the
shares or bonds of other corporations.  Anything in the Certificate of
Incorporation or these by-laws to the contrary notwithstanding, no holder of
any share of stock of the Company of any class shall have any right to any
dividend thereon unless such dividend shall have been declared by the Board of
Directors as aforesaid.

                                  ARTICLE VII

                                      SEAL

  The seal of the Company shall be circular in form with the words "Borden,
Inc." on the circumference, and the figures "1899" in the center.

                                  ARTICLE VIII

                                     STOCK

   SECTION 1.  Certificates of stock shall be issued and signed by the Chairman
of the Board, Chief Executive Officer, President or a Vice President and may be
countersigned by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary and may be sealed with the seal of the Company or a
facsimile thereof.  Any or all signatures upon a certificate, including those
of a stock transfer agent or a registrar, may be facsimile.  In case any
officer or officers or any transfer agent or registrar of the Company who shall
have signed, or whose facsimile signature or signatures shall have been used on
any certificate or certificates shall cease to be such officer or officers, or
such transfer agent or registrar, for whatever cause, before such certificate
or certificates shall have been delivered, such certificate or certificates may
nevertheless be issued and delivered as though the





                                       12
   13
person or persons who signed such certificate or certificates or whose
facsimile signature or signatures shall have been used thereon had not ceased
to be such officer or officers or such transfer agent or registrar, as the case
may be.

  SECTION 2.  All transfers of stock shall be made upon the books of the
Company upon surrender to the Company of the certificate or certificates for
such stock, duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer.

  SECTION 3.  Every person claiming a stock certificate in lieu of one lost or
destroyed shall give notice to the Company of such loss and destruction, and
shall also file in the office of the Company an affidavit as to his ownership
of the stock represented by the certificate, and of the facts which go to prove
its loss or destruction.  He shall, if required by the Board of Directors, give
the Company a bond or agreement of indemnity in a form to be approved by
counsel, with or without sureties and in such amount as may be determined by
the Board or by an officer in whom authority therefor shall have been duly
vested by the Board against all loss, cost and damage which may arise from
issuing such new certificate.  The officers of the Company, if satisfied from
the proof that the certificate is lost or destroyed, may then issue to him a
new certificate of the same tenor as the one lost or destroyed.

  SECTION 4.  The Board of Directors shall have the power and authority to make
all such rules and regulations as it may deem expedient concerning the issue,
transfer and registration of certificates for shares of the capital stock of
the Company.  The Board of Directors may appoint transfer agents and registrars
of transfer, and may require any or all stock certificates to bear the
signature or facsimile signature of any such transfer agent and any such
registrar of transfers.


  SECTION 5.  Unless the Board of Directors by specific resolution provides
otherwise, all shares of the Company, which are reacquired pursuant to the New
Jersey Corporation Act, Section l4A:7-l6 by purchase, by redemption or by their
conversion into other shares of the Company, shall remain authorized and issued
shares and shall be considered treasury shares.

                                   ARTICLE IX

                                  FISCAL YEAR

  SECTION 1. The fiscal year of the Company shall commence on the first day of
January in each year and end on the following thirty-first day of December.

  SECTION 2. It shall be the duty of the principal financial officer to submit
a full report of the financial condition of the





                                       13
   14
Company for the preceding fiscal year at a meeting of the Board of Directors
preceding the annual meeting of shareholders.



                                   ARTICLE X

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

  Each director or officer who was or is a party, or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, arbitrative, or investigative
(including any action or suit by or in the right of the Company to procure a
judgment in its favor) by reason of the fact that he is or was a director,
officer, employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, trustee, employee or agent of any other
enterprise shall be indemnified by the Company if, as and to the extent
authorized by the laws of the State of New Jersey, against expenses (including
costs, disbursements and counsel fees), judgments, fines, penalties and amounts
paid or incurred in satisfaction of settlements actually and reasonably
incurred by him in connection with the defense or settlement of such action,
suit or proceeding, and any appeal thereof.  The foregoing shall not be deemed
exclusive of any other rights to which any person indemnified may be entitled
under such laws or any lawful agreement, vote of shareholders or otherwise and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

                                   ARTICLE XI

                             AMENDMENTS TO BY-LAWS

  These by-laws may be altered, amended or added to by a majority vote of all
the directors, at any regular or special meeting provided that the notice of
such meeting, given personally or by telephone to each director, or mailed,
telegraphed or sent by facsimile transmission to his address upon the books of
the Company, at least two days prior to the time of holding the meeting,
indicates that the by-laws are to be repealed, altered or amended or that new
by-laws are to be adopted (but such notice need not specify the particular
by-laws to be repealed, altered or amended or the new by-laws to be adopted),
or if all of the directors at the time in office be present at such meeting, or
if those not present shall at any time waive or have waived notice thereof in
writing.





                                       14
   1


                                             EXHIBIT 10(iv)


                                  BORDEN, INC.                02/28/94

                         1994 MANAGEMENT INCENTIVE PLAN



1.   PURPOSES

The purposes of the Plan are (a) to provide an incentive to officers, other key
executives and managerial employees of the Company, (b) to attract, motivate,
and retain in the employ of the Company and its Subsidiaries individuals of
outstanding competence, (c) to enable the Company to compete with other
organizations offering similar arrangements, and (d) to further identify the
interest of officers, other key executives and managerial employees of the
Company and its Subsidiaries with those of the Company's shareholders
generally.


2.   INCENTIVE COMPENSATION AMOUNT

For each Compensation Year, commencing with the calendar year 1994 and
continuing through the calendar year 1998, the Incentive Compensation Amount
shall be equal to the sum of the awards granted under both the annual and
long-term portions of the Plan.


3.   CERTIFICATION

     3.01 As soon as practicable after the end of each Compensation Year, the
independent accounting firm employed by the Company as its auditors shall
examine and report on the incentive compensation computation for such
Compensation Year or Years.  Such report shall be in all respects final and
conclusive on the Company and its shareholders, the Committee, the members at
any time of the Incentive Compensation Group, the Participants and their
Beneficiaries, and all others who may be eligible for incentive compensation
awards or to whom such awards may be made or claiming under the Plan or
otherwise, and, except and to the extent amended by such auditors within six
weeks after submission to the Board of Directors, shall remain final and
conclusive as to the incentive compensation computation for such Compensation
Year irrespective of any subsequently discovered miscalculation or error and
irrespective of the results of any subsequent audit or review by the
Commissioner of Internal Revenue, or as the result of the action or decision of
any other agency or tribunal.

     3.02 In addition to certification of the Incentive Compensation Amount,
the independent accounting firm employed by the Company shall certify that each
annual and long-term award has been computed in accord with the formula, if
any, applicable to such award.

     3.03 Such certification reports by the Company's auditors of the Incentive
Compensation Amount and individual awards for each Compensation Year shall be
directed to and delivered to the Committee on Officers' Compensation which
shall then issue its certification of the results.




- ---------------------------------------------
NOTE:  Unless otherwise required by the  Plan, the terms capitalized in the
Plan  and defined in Section 14 thereof, have  the meanings ascribed to such
terms in such Section 14.

   2





4.   INCENTIVE COMPENSATION GROUP

     4.01 The Incentive Compensation Group for any Compensation Year shall
consist of the Chief Executive Officer of the Company and, subject to the
provisions of paragraph 4.02 below, such other officers and other key
executives and managerial employees of the Company and its Subsidiaries as the
Committee may select for such Compensation Year in the manner hereinafter
provided.

     4.02 An employee selected for participation for any Compensation Year in
an incentive compensation, profit participation or bonus plan of any
Subsidiary, division or profit center of the Company shall not be eligible for
participation in this Plan for such Compensation Year except for the period of
time during such Compensation Year in which he is both a key executive or
managerial employee of a Corporate Division or Subsidiary.

     4.03(a) Prior to the commencement of each Compensation Year, or such later
date permitted under regulations issued under Section 162(m), the Committee
shall select from the employees eligible for the Incentive Compensation Group
for such Compensation Year the employees who, in addition to the Chief
Executive Officer, will, in the opinion of the Committee, contribute
substantially to the progress and earning power of the Company and at the time
of such selection the Committee shall determine the basis for participation of
each employee so selected.  The selection by the Committee of such employees
and its determination of the basis of participation of the members of the
Incentive Compensation Group shall, except in the case of the Chief Executive
Officer, be made on the recommendation of the Chief Executive Officer or on the
recommendation of such other officer or officers of the Company as he may
designate, but the Committee shall have full authority to act with respect to
the selection and participation of all employees, including the Chief Executive
Officer.

     (b) In determining the amount that any member of the Incentive
Compensation Group who is or becomes a key executive or managerial employee of
a Corporate Division or Subsidiary of the Company during the Compensation Year
in which he is a member of the Incentive Compensation Group, may be eligible to
receive under this Plan, the Committee shall take into consideration and make
appropriate allowance for the amount which such member may be eligible to
receive under any other incentive compensation, profit participation or bonus
plan of the Corporate Division or Subsidiary of which such member is a key
executive or managerial employee.

     4.04 Notwithstanding the provisions of paragraph 4.03 above, the Committee
may, at any time prior to the end of a Compensation Year, on recommendation of
the Chief Executive Officer or such other officer or officers of the Company as
he may designate, (a) add members to the Incentive Compensation Group for such
Compensation Year from among employees who have become eligible under the Plan
during such Compensation Year as the result of entering the employ of the
Company or a Subsidiary, promotions or otherwise, (b) eliminate members from
the Incentive Compensation Group, or (c) reduce the amount of incentive
compensation for any member or members for any reason





                                      2

   3





deemed good and sufficient in the Committee's discretion.

     4.05 An employee shall be eligible for selection as a member of the
Incentive Compensation Group for a Compensation Year only if employed by the
Company or a Subsidiary on a full-time basis at the time selected.

     4.06 No member of the Committee shall, while serving on the Committee, be
eligible for membership in the Incentive Compensation Group.

     4.07 A member of the Board of Directors of the Company or any committee
thereof shall not be eligible for membership in the Incentive Compensation
Group unless he shall also be an employee meeting the requirements of paragraph
4.05 above, but, if such an employee, he shall not be ineligible because he is
such a director.

     4.08 Every member of the Committee while serving in a voting capacity,
shall meet all the criteria necessary to qualify as an outside director as
defined under Section 162(m).



5.   AWARDS OF INCENTIVE
     COMPENSATION

     5.01 Subject to paragraph 5.04 below, the Committee may provide for annual
incentive awards and long-term incentive awards of a multi-year nature.

     5.02(a)(i) Annual incentive awards, if any, if intended by the Committee
to meet the exception for performance-based compensation qualified under
Section 162(m), shall be paid under a preestablished performance goal based on
the business criterion of Pretax Income of the Company.  The award procedure
operates as follows:  In advance of each Compensation Year (except for the 1994
Compensation Year with respect to which the Committee must act prior to April
1, 1994), or such later date permitted under regulations issued under Section
162(m), the Committee will establish a dollar amount representing targeted
Pretax Income for that Compensation Year.  At the same time, the Committee will
establish, for each Participant selected to be eligible for an annual award for
that Compensation Year, three percentages.  The first represents the percentage
of the Participant's salary paid during that Compensation Year that the
Participant will receive as his annual award if the Company's actual Pretax
Income for that Compensation Year equals the targeted Pretax Income.  The
second percentage, lower than the first, is the percentage of such salary that
he will receive as an annual award if the Company's actual Pretax Income is a
stated minimum amount, which is less than the targeted Pretax Income.  The
third and highest percentage, is the percentage of such salary that the
Participant will receive if the Company earns at least a stated Pretax Income
which is higher than the targeted Pretax Income.  If the Company's actual
Pretax Income is between the minimum and highest stated Pretax Income amounts,
the participant will receive a prorated award.

     5.02(a)(ii) Annual incentive awards made under the Plan are expected to
meet the exception for performance-based compensation qualified under Section
162(m).  However, the Committee in it's sole discretion may make other awards
which are different in amounts, form and time of payment, subject to paragraph
5.04 hereof and to any other terms and





                                      3

   4





conditions that the Committee may impose.

     5.02(b)(i)  Long-term incentive awards, if any, if intended by the
Committee to meet the exception for performance-based compensation qualified
under Section 162(m), shall be paid under a preestablished performance goal
based on the business criterion of earnings per share ("e.p.s.").  The
long-term award arrangements and procedure are as follows:  Each long-term
award cycle shall consist of three calendar years.  Each Compensation Year a
new long-term award cycle begins and, while in that year, there may be up to
two other cycles running from the two prior years, the calculation for each
cycle shall be completely independent and separate from any other cycles
running at the same time.  In advance of each year, (except for the 1994
compensation year with respect to which the Committee must act prior to April
1, 1994), or such later date permitted under regulations issued under Section
162(m), as a new cycle is about to begin, the Committee establishes an e.p.s.
"standard" dollar goal for each of the three years of the forthcoming cycle and
percentages of the e.p.s. standard dollar goals below which no award will be
earned and at which the maximum award will be earned.  The Committee may also
include as part of a cycle an increment of the allocation for the cycle as a
whole.  At the same time, the Committee will establish, for each Participant
selected to be eligible for a long- term award, a dollar amount as a "standard"
allocation that would be earned if the standard e.p.s. goal is attained and the
percentages of the standard allocation to be earned at the lowest and highest
compensable levels of e.p.s. for that year.  After each year of each cycle, the
actual e.p.s. achieved is compared with the "standard" e.p.s. for that year and
a portion of the allocation for that cycle is credited if a stated minimum
e.p.s. is earned, with the possibility of earning up to a maximum of 150% of
the allocation for any cycle in which all three years of a cycle exceeded the
"standard" e.p.s.  If the Company's actual e.p.s. for a Compensation Year is
between the minimum, the standard, and highest stated e.p.s. for such year, the
Participant will receive an award prorated accordingly.

     5.02(b)(ii) Long-term incentive awards, made under the Plan are expected
to meet the exception for performance-based compensation qualified under
Section 162(m).  However, the Committee in its sole discretion may make other
awards which are different in amounts, form and time of payment, subject to
paragraph 5.04 hereof and to such other terms and conditions, if any, as the
Committee may impose.

     Notwithstanding the above provisions of this paragraph 5.02, the Committee
may, in its discretion, reduce, or add additional conditions that would reduce,
the amount of compensation otherwise payable if any performance goal and other
conditions and requirements are not met.

     5.03 As promptly as practicable after receiving notice, pursuant to
paragraph 3.03 above, that an incentive compensation computation is available
for a Compensation Year, and individual incentive amounts have been computed,
the Committee shall determine the time and form of payment of such awards as
hereafter more specifically provided.  At the same time, the Committee may, on
recommendation of the Chief Executive Officer or such other officer or officers
of the Company as he may designate, make awards of incentive compensation to





                                      4

   5





employees who were eligible for the Incentive Compensation Group for such
Compensation Year but who had not been selected as members of the Incentive
Compensation Group during such Compensation Year pursuant to the provisions of
paragraphs 4.03 and 4.04, and shall similarly determine the time and form of
payment of such awards.  Awards may be made either in cash, in shares of Common
Stock of the Company, in Share Units, or partly in one form and partly in one
or more other forms.  In the case of an award in shares or Share Units, the
number shall be determined by using the Fair Market Value per share of Common
Stock on the date the award is approved for payment.

     5.04 In no event shall any annual incentive award, made for any
Compensation Year to any Participant, exceed the lesser of 100% of the annual
salary of such Participant at the Participant's final salary rate for such
Compensation Year, or such other percentage of salary as the Committee may have
fixed in advance of such Compensation Year.  Neither shall any long-term
incentive award exceed the lesser of 100% of the Participant's annual salary at
his final salary rate or such other percentage of salary as the Committee may
have fixed in advance of the Compensation Year.  For the purpose of the Plan,
including, without limitation, this paragraph 5.04, the final year of a cycle
shall be deemed to be the Compensation Year of such cycle.

     5.05 If the employment of a member of the Incentive Compensation Group
shall have terminated during a Compensation Year for any reason, other than for
"cause", or if a member of the Incentive Compensation Group shall have been on
leave of absence during any part of a Compensation Year, he, or, in the event
of his death, such person or persons as the Committee, upon recommendation of
the Chief Executive Officer or such officer or officers of the Company as he
may designate, may in its discretion select, may (but need not) be granted such
award, if any, or part thereof, but never in excess of the amount such member
would have received if employed throughout the whole of such Compensation Year,
on such basis, and upon such terms and conditions, if any, as the Committee may
in its discretion determine.

     5.06 The reduction or elimination of an award for a Compensation Year of a
member of the Incentive Compensation Group for any reason shall not serve to
increase the awards for such Compensation Year to other members of the
Incentive Compensation Group.

     5.07(a) Anything in paragraphs 3.01 or 5.01 above or elsewhere in the Plan
to the contrary notwithstanding, but subject to Section 15 below, in the event
of, or in anticipation of, a Change in Control, the Committee may, in its
discretion

   (i) make pro-rata interim annual and long-term awards for the Compensation 
  Year in which falls the Change in Control, based on a good faith calculation 
  of a projected incentive compensation award for such Compensation Year 
  utilizing among other things and if deemed appropiate by Committee, the
  lower of the estimated finiancial results for such Compensation Year or the 
  financial results for the next preceding year, and

   (ii) make annual and long-term awards for the Compensation





                                      5

   6
          Year next preceding the Compensation Year in which falls the Change in
          Control, prior to receipt of, or finalization of, the auditor's
          report provided for in paragraph 3.01 above, based upon the
          Committee's best estimate of the financial results for such
          Compensation Year.

     (b) For purposes of this paragraph 5.07, a "Change in Control" shall be
deemed to occur if and when (i) an offeror other than the Company or a
Subsidiary purchases shares of Common Stock pursuant to a tender or exchange
offer for such shares, (ii) any person (as such term is used in Sections 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company's then
outstanding securities, (iii) the membership of the Board changes as the result
of a contested election, such that individuals who were directors at the
beginning of any twenty- four month period (whether commencing before or after
the date of adoption of this Plan) do not constitute a majority of the Board at
the end of such period, or (iv) shareholders of the Company approve a merger,
consolidation, sale or disposition of all or substantially all of the Company's
assets, or a plan of partial or complete liquidation.


6.   TIME OF PAYMENT OF AWARDS

     6.01 The Committee may determine the time of payment of awards of
incentive compensation by rules and regulations of general application, which
may provide for payment of awards at the time such awards are made or for a
class or classes of awards the payment of which shall be made, in whole or in
part, to the Participant or, in the event of his death, to his Beneficiary, at
a future time or times, in such installment or installments, if any, with or
without interest or interest equivalents and subject to such conditions, if
any, with respect to continued service or availability, non-competition or
otherwise, as the Committee may prescribe.

     6.02 At the time that an employee shall be selected for participation in
the Plan for any Compensation Year, or as soon as practicable thereafter, the
Committee shall determine the amount, if any, of the award that may be made for
such Compensation Year which shall be paid upon the making of such award and
the portion of such award which shall be one of the class of awards established
by the Committee pursuant to paragraph 6.01 above.  If the Committee shall have
failed to make such a determination in the case of any Participant for any
Compensation Year, the award to such Participant shall be paid in cash at the
time the award shall be made or as soon as practicable thereafter.

     6.03 In making the determination provided for in paragraph 6.02 above, the
Committee may act with or without consultation with the Participant and to that
end may permit Participants to indicate a preference as to the time of payment
of any awards to be made to them.



7.   FORM OF PAYMENT OF AWARDS

     7.01 Once awards of incentive compensation have been earned, certified and
approved by the Committee for any Compensation Year they shall be paid in cash,
in shares of Common Stock, partly in





                                      6

   7





cash and partly in such shares of Common Stock, or in the manner provided in
paragraph 7.03 or in such other manner as the Committee may in its sole
discretion from time to time determine.

     7.02 Shares of Common Stock may be issued or transferred in payment of an
award subject to such restrictions as to transferability and as to such
requirements, if any, as to re-transfer to the Company in the event of failure
to comply with obligations as to continued service or availability,
non-competition or otherwise as the Committee may prescribe.

     7.03 The Committee may in its discretion direct that a Participant be
contingently credited with shares of Common Stock or Share Units in payment of
an award, subject to such conditions, if any, as to continued service or
availability, non-competition or otherwise as the Committee may prescribe, and
may provide that the equivalent of any dividends paid on an equal number of
outstanding shares of Common Stock be paid to the Participant either at the
time such dividends are declared and paid or at some subsequent time or times
or that additional shares of Common Stock or Share Units equal to the amounts
of such dividends shall be contingently credited, subject to the same
conditions, if any, as those attached to delivery of the shares or payment of
cash in respect of Share Units in respect of which such dividend equivalents
are credited.  Provided there has been compliance with any conditions attached
to the delivery or payment thereof, the shares and Share Units so contingently
credited shall be issued, transferred or payment in respect thereof made, to
the Participant or, in the event of his death, to his Beneficiary, at such time
or times and in such installments, if any, as the Committee may direct.

     7.04 Cash contingently credited in payment of any award may carry such
rate of interest equivalent as the Committee may prescribe by rules and
regulations of general application, which shall in no event exceed the greater
of five per cent (5%) per annum computed no less often than quarter-annually,
and the 90-day prime certificate of deposit rate, determined quarter-annually,
in each case with such periodic compounding, if any, as the Committee may
prescribe.

     7.05 In the event that the Company's obligation to pay an award for a
Compensation Year shall terminate or be reduced subsequent to such Compensation
Year as the result of failure to comply with requirements or conditions
attached thereto, or in the event that shares are re- transferred to the
Company or shares or Share Units contingently credited or dividend equivalents
in respect of shares or Share Units are cancelled, the amount thereof shall not
thereby become available to other members of the Incentive Compensation Group.

     7.06 Shares of Common Stock to be transferred in payment of awards of
incentive compensation may be authorized but unissued shares or treasury stock
or shares acquired for the purpose of the Plan.  Any and all shares purchased
by the Company for the purpose of the Plan, unless and until transferred
pursuant to the Plan (and not re-transferred to the Company), shall be and
remain the property of the Company and shall be available for any corporate
purposes; and neither the Incentive Compensation Group for any Compensation
Year, individually or as a group, nor any Participant or Beneficiary nor any
other





                                      7

   8





person claiming under or through any of them, shall have any right, title or
interest in or to any such shares unless and until transferred pursuant to the
Plan.

     7.07 Shares of Common Stock transferred under the Plan and shares of
Common Stock or Share Units contingently credited shall, for purposes of the
Plan, be valued at the Fair Market Value of such shares, as determined by the
Committee in the reasonable exercise of its discretion, (a) at the date as of
which such shares are transferred or payment in respect of shares or Share
Units is made or at the date shares or Share Units are contingently credited,
as the case may be, or (b) when deemed by the Committee to warrant it, at the
date an agreement for the transfer or contingent credit of such shares or Share
Units is made, as the Committee may determine.

     7.08 Payment of dividends, dividend equivalents, interest or interest
equivalents in respect of awards under the Plan, amounts equal to increases or
decreases in market value in respect of shares of Common Stock transferred
under the Plan and amounts based on such increases or decreases in respect of
Share Units, shall not be charged against the amount of any award.

     7.09 Any award payable in shares of Common Stock under the Plan may, in
the discretion of the Committee, be paid in cash on each date on which payment
in shares would otherwise have been made, in an amount equal to the Fair Market
Value on each such date, of a number of shares equal to the number of shares of
Common Stock which would otherwise have been transferred on such date.

     7.10 Anything in the Plan to the contrary notwithstanding, in the case of
an award or awards of incentive compensation made in Share Units, the Committee
may reduce the amount payable with respect to such Share Units (but not to an
amount below the amount of such award or awards) if, and to the extent that,
the Committee determines that the amount payable would be in excess of
reasonable compensation.

     7.11(a) Any award deferred under the Plan or under any of the Prior
Management Incentive Plans may, in the discretion of the Committee and with the
consent of the affected participant if necessary, be changed into any other
form of deferred award authorized by this Section 7; and any award that shall
be so changed shall be subject to all the terms and conditions of the Plan.
Unless the Committee shall otherwise direct, cash contingently credited in
payment of an outstanding award made under any of the Prior Management
Incentive Plans shall carry interest equivalents at the rate and with such
periodic compounding, if any, as may be prescribed from time to time by the
Committee for cash contingently credited in payment of awards under the Plan.

     (b) Any award made to an employee who is at the time of the award, or
later becomes, an officer of the Company, heretofore or hereafter deferred
under an incentive plan of the Company or a Subsidiary, other than under the
Plan, or under any of the Prior Management Incentive Plans, may, in the
discretion of the Committee and with the consent of the affected officer if
necessary, be changed into any other form of deferred award authorized by this
Section 7; and any award that shall be so changed shall





                                      8

   9





be subject to all the terms and conditions of the Plan.

     7.12 The Company shall reserve up to 400,000 shares of Common Stock as
required for issuance pursuant to the Plan and to the Prior Management
Incentive Plans, provided, however, that in the event of any change in the
Common Stock through merger, consolidation, or reorganization, or in the event
of any dividend to holders of such stock payable in stock of the same class or
the issue to such holders of rights to subscribe to stock of the same class, or
in the event of any other change in the capital structure, the Committee or the
Board of Directors on recommendation of the Committee may make such adjustments
with respect to the number of shares reserved under this paragraph 7.12 or
provided for under any other provision of this or any of the Prior Management
Incentive Plans, as it deems equitable to prevent dilution or enlargement of
the rights of any then or later holder of such stock.


8.   ADMINISTRATION

     8.01 The Plan shall be administered by the Committee on Officers'
Compensation of the Board of Directors, which shall have full power and
discretion to construe and interpret the Plan.  No member of the Committee
shall be eligible to receive an incentive compensation award while serving on
the Committee and no person shall be eligible to serve on the Committee unless
he shall be a "disinterested person" within the meaning of Rule 16b-3 of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended from time to time, or any law, rule, regulation or other provision that
may hereafter replace such rule ("Rule 16b-3"), and an "outside director"
within the meaning of Section 162(m).  Nothing herein shall prevent the Board
from imposing additional qualifications or requirements with respect to members
of the Committee.

     Anything in this Plan to the contrary notwithstanding, but subject to
paragraph 15 below, insofar as this Plan applies to employees who are not
subject to reporting requirements of Section 16(a) of the Securities Exchange
Act of 1934, as amended from time to time, and who are not "covered employees"
within the meaning of Section 162(m) with respect to equity securities of the
Company, determinations and interpretations in individual cases can, if
delegated by the Committee be made by, or at the direction of, the Chief
Executive Officer of the Company.

     8.02 The Committee may establish and from time to time amend rules and
regulations of general application for the administration of the Plan, subject
to the provisions thereof, and rules for its own organization and procedure.
The Committee may act or recommend by written determination instead of by
affirmative vote at a meeting, provided that any written determination shall be
signed by a majority of all the members of the Committee and all members of the
Committee shall have been notified.  The Company shall pay such compensation,
if any, for the services of the members of the Committee and such of their
expenses, if any, and any other expenses, of the Plan as the Board of Directors
may from time to time approve.

     8.03 Any costs incidental to the administration of the Plan shall be 
borne by the Company.





                                      9

   10





9.   CERTAIN PROVISIONS RELATING TO PARTICIPATION

     9.01 No member of the Incentive Compensation Group, no Participant, no
Beneficiary, no person claiming under or through any of them, nor any other
person shall have any right or interest, whether vested or otherwise, in the
Plan or its continuance, or in or to the payment of any award under the Plan,
whether such award be vested, contingent or otherwise, unless and until all the
terms and conditions of the Plan, of any rules and regulations of the Committee
thereunder, and of any instrument executed pursuant thereto, that affect such
award and its payment, shall have been fully complied with as specifically
provided in the Plan and the rules and regulations of the Committee thereunder.
No rights under the Plan, contingent or otherwise, shall be assignable or
subject to any encumbrance, pledge or charge of any nature, except as may be
specifically authorized by the Committee and no such rights shall be
transferrable other than by will or the laws of descent and distribution.
Rights may be exercised during the Participant's lifetime only by him or by his
guardian or legal representative, except that a Participant may, under such
rules and regulations as the Committee may establish, designate a Beneficiary
to receive any unpaid portion of an award after his death.

     9.02 Neither the adoption of the Plan nor its operation shall in any way
affect the right and power of the Company or any Subsidiary to dismiss or
otherwise terminate the employment of any employee at any time for any reason
with or without cause.

     9.03 By accepting any benefits under the Plan, each member of the
Incentive Compensation Group, each Participant, each Beneficiary, and each
person claiming under or through any of them, shall be conclusively deemed to
have indicated his acceptance and ratification of, and consent to, any action
or decision taken or made or to be taken or made under the Plan by the Company,
the Board of Directors and the Committee.


10.  GENERAL PROVISIONS

     10.01 Any action taken or decision made under the respective provisions of
the Plan by the Company, the Board of Directors and the Committee, arising out
of or in connection with the construction, administration, interpretation or
effect of the Plan, or recommendations in accordance therewith, or of any rules
and regulations adopted thereunder, including, without limitation, any
adjustment in the number or class of shares to be issued or transferred under
the Plan as the result of a change affecting the Common Stock shall in each
case lie within the Committee's discretion and shall be conclusive and binding
on the Company, its Subsidiaries and its shareholders and on all members of the
Incentive Compensation Group, all Participants and Beneficiaries and all
persons claiming under or through any of them.

     10.02 The Board of Directors and the Committee may rely upon any
information supplied to them by any officer of the Company or by the Company's
independent public accountants and may rely upon the advice of such accountants
and of counsel, and shall be fully protected in relying upon any such
information and advice.  Members of the Board of Directors who are also
officers of the Company may on invitation attend the meetings of the Committee,
but,





                                      10

   11





unless appointed and serving as members of the Committee, shall have no vote.

     10.03 No member of the Board of Directors or of the Committee shall be
liable for any act or failure to act of any other member of such Board or
Committee, as the case may be, or of any officer, agent or employee, nor shall
any member of the Board of Directors or of the Committee be liable for any act,
or failure to act, of his own unless such act or failure to act shall have been
in bad faith or grossly negligent.  Any document required to be delivered to
the Board of Directors or to the Committee shall be deemed to have been so
delivered if and when addressed to and received by the Secretary of the Company
or the Secretary of the Committee, as the case may be.

     10.04 The fact that a member of the Board of Directors shall at the time
be, or shall theretofore have been or thereafter may be, a Participant or
eligible to receive an incentive compensation award shall not disqualify him
from taking part in and voting at any time as a director in favor of or against
amendment or termination of the Plan or other matters affecting the Plan.

     10.05 Appropriate provision shall be made for any taxes that the Company
determines are required to be withheld from awards of incentive compensation
under the applicable laws or other regulations of any governmental authority,
whether Federal, state or local and whether domestic or foreign.

     10.06 The place of administration of the Plan shall be conclusively deemed
to be within the State of Ohio, and the validity, construction, interpretation
and administration of the Plan, and of any rules and regulations or
determinations or decisions made thereunder, and the rights of any and all
persons having or claiming to have any interest therein or thereunder, shall be
governed by, and determined exclusively and solely in accordance with, the laws
of the State of Ohio.  Without limiting the generality of the foregoing, the
period within which any action arising under or in connection with the Plan, or
any payment or award made or purportedly made under or in connection therewith,
must be commenced shall be governed by the laws of the State of Ohio,
irrespective of the place where the act or omission complained of took place
and of the residence of any party to such action and irrespective of the place
where the action may be brought.


11.  TERM OF PLAN

The Plan shall be in effect, and awards of incentive compensation may be made
under the Plan, for each of the calendar years from 1994 to 1998, both
inclusive.  Unless the Plan shall be renewed, no awards of incentive
compensation shall be made under the Plan for any calendar year subsequent to
1998, but as to awards made for the calendar years 1994 to 1998, both
inclusive, the Plan will continue in effect in accordance with its terms.


12.  OTHER COMPENSATION OR INCENTIVE ARRANGEMENTS

The Plan is not intended as and shall not be deemed a substitute for or
preclude continuance or establishment of incentive compensation, profit
participation or bonus plans of Subsidiaries, divisions or profit centers of
the Company or any other plan, practice or arrangement for the payment of
compensation or fringe benefits, including, without limitation,





                                      11

   12





commissions, prizes, suggestion or special awards, production or similar
bonuses, retirement, profit sharing, group insurance, stock purchase or stock
bonus plans or other bonus plans or arrangements, that may now or hereafter be
in effect for employees generally or any group or class of employees, and any
such plan, practice or arrangement may be continued or authorized and payment
thereunder made independently of the Plan.


13.  AMENDMENT OR TERMINATION

     13.01 Subject to any applicable shareholder approval requirement of law,
the Plan may at any time or from time to time be amended in any respect,
including, without limitation, to qualify incentive compensation awards
hereunder as performance-based compensation under Section 162(m), or may at any
time be terminated, by either the shareholders of the Company or by the Board
of Directors, subject to the provisions of paragraphs 13.02 and 13.03 below.

     13.02 Only the shareholders of the Company may amend the provisions of the
Plan so as

     (a) to increase any incentive compensation award for any Compensation Year
above the amount authorized by the Plan, and any rules and regulations
thereunder;

     (b) to change the provisions of paragraph 8.01 relating to the
administration of the Plan;

     (c) to materially modify the requirements as to eligibility for
participation in the Plan; or

     (d) to change the provisions of this Section 13.

     13.03 No amendment or termination of the Plan by either the shareholders
of the Company or the Board of Directors shall, without his consent, affect any
incentive compensation award theretofore made to a Participant.




14. DEFINITIONS

Unless otherwise required by the context, the terms used in this Plan shall
have the meanings set forth in this Section 14.

  BENEFICIARY:  As applied to a Participant, a person or entity (including a
trust or the estate of the Participant) designated with the approval of the
Committee, in a written document executed by the Participant in such form as
shall be approved by the Committee, to receive the unpaid balance of an award
after the death of the Participant.  If at the time when an unpaid balance of
an award shall be or become payable at or after the death of a Participant
there shall not be any living person or any entity in existence so designated,
the term "Beneficiary" shall mean the legal representatives of the
Participant's estate.

  BOARD OR BOARD OF DIRECTORS:  The Board of Directors of the Company.

  CHANGE IN CONTROL:  A change in control of the Company as defined in
paragraph 5.07(b) above.

  CHIEF EXECUTIVE OFFICER:  Such officer of the Company as shall at the time
have been designated by the Board of Directors to serve as chief executive
officer of the Company.





                                      12

   13





  COMMITTEE OR COMMITTEE ON OFFICERS' COMPENSATION:  The Committee on Officers'
Compensation, or any successor or substituted committee, of the Board of
Directors.

  COMMON STOCK:  The common stock of the Company, par value $0.625 per share,
or such other class of shares or securities as may be applicable pursuant to an
adjustment made under the Plan.

  COMPANY:  Borden, Inc., a New Jersey corporation.

  COMPENSATION YEAR:  A calendar year for which the Plan is in effect in
accordance with the provisions of Section 11 above.

  CORPORATE DIVISION:  Major units of Borden, Inc., as determined by the chief
executive officer from time to time.

  FAIR MARKET VALUE:  As applied to a specific date, the average of the highest
and lowest quoted selling prices of Common Stock on sales reported for such
date for New York Stock Exchange issues on the consolidated stock exchange
network or, if Common Stock was not traded on such date, on the next preceding
day on which the Common Stock was so traded, or such other standard as may
reasonably be fixed by the Committee.

  INCENTIVE COMPENSATION AMOUNT:  As applied to a Compensation Year, the
aggregate amount of the awards determined for such Compensation Year, beginning
in 1994 and continuing through 1998, as set forth in Section 2 of the Plan.

  INCENTIVE COMPENSATION GROUP:  As applied to a Compensation Year, the
employees for such Compensation Year determined pursuant to paragraph 4.01 of
the Plan.

  PARTICIPANT:  A member of the Incentive Compensation Group.

  PLAN:  The Plan set forth in these pages.  Any reference to this Plan may be
made by reference to the title "1994 Management Incentive Plan" or by other
suitable identification.

  PRETAX INCOME:  The pretax income of the continuing operations of the Company.

  PRIOR MANAGEMENT INCENTIVE PLANS:  Management incentive plans of the Company
that had been approved by its shareholders, namely, the Company's 1969, 1974,
1979, 1984, and 1989 Management Incentive Plans.

  SECTION 162(m):  Section 162(m) of the Internal Revenue Code of 1986 as
amended by the Revenue Reconciliation Act of 1993 and as it may be further
amended from time to time.

  SHARE UNIT:  A unit entitling the Participant to receive at a designated time
or times in the future a cash payment equal to the Fair Market Value at such
time or times of one share of Common Stock.

  SUBSIDIARY:  A corporation or other form of business association of which
shares (or other ownership interests) having 50% or more of the voting power
are owned or controlled, directly or indirectly, by the Company.

15. COMPLIANCE WITH RULE 16b-3 AND SECTION 162(m)





                                      13

   14





     (a) With respect to employees subject to Section 16(b) of the Securities
Exchange Act of 1934 as amended or Section 162(m), except to the extent that
the Committee determines otherwise, transactions under the Plan are intended
to, and shall, comply with all applicable conditions of Rule 16b-3 and avoid
loss of the deduction referred to in paragraph (1) of Section 162(m), and every
provision of the Plan shall be administered, interpreted and construed to carry
out that intent.  Anything in the Plan or elsewhere to the contrary
notwithstanding, to the extent any provision of the Plan or action by the plan
administrators fails to so comply it shall be disregarded to the extent
permitted by law and deemed advisable by the plan administrators concerned with
matters relating to employees subject to Section 16(b) and Section 162(m)
respectively.

     (b) Notwithstanding any provision of the Plan to the contrary,

             (i) the Plan is intended to give the Committee the authority to
          grant incentive awards that qualify as performance-based compensation
          under Section 162(m), and if specifically authorized by the Committee
          incentive awards that do not so qualify.  Every provision of the Plan
          shall be administered, interpreted and construed to carry out such
          intention and any provision that cannot be so administered,
          interpreted and construed shall to that extent be disregarded; and

             (ii) any Provision of the Plan that would prevent an incentive
          award that the Committee intends to qualify as performance-based
          compensation under Section 162(m) from so qualifying shall be
          administered, interpreted and construed to carry out such intention
          and any provision that cannot be so administered, interpreted and
          construed shall to that extent be disregarded.





                                      14

   1
                                                         EXHIBIT (10)(V)

                                  BORDEN, INC.              02/28/94

                             1994 STOCK OPTION PLAN

1.  PURPOSE

The purpose of the Plan is to cement more closely the many bonds which exist
between the Company and its key employees, to give them an interest in the
Company parallel to that of the shareholders, to increase their proprietary
interest in the Company, to furnish an inducement for them to remain in its
employ, and to assist in attracting, motivating and retaining employees who are
contributing significantly, or are considered, in the opinion of the Committee,
to have the potential to contribute significantly to the success of the Company
or a unit of the Company.


2. ELIGIBILITY AND ADMINISTRATION

(a) Only key employees of the Company may be granted stock options or
restricted stock under the Plan.  No key employee shall be disqualified to
receive such an option or restricted stock merely because he is already a
shareholder of the Company nor merely because he is a member of the Board of
Directors of the Company.  For all purposes of the Plan, the "Company" shall
mean Borden, Inc.; and employees of subsidiaries shall be deemed to be
employees of the Company.  For the purpose of an Incentive Stock Option, a
subsidiary shall mean any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company if, at the time of the
granting of such option, each of the corporations other than the last
corporation in the chain owns stock having 50% or more of the combined voting
power of all classes of stock in one of the other corporations in such chain.
For all other purposes of the Plan, a subsidiary shall mean a corporation or
other form of business association of which shares (or other ownership
interests) having 50% or more of the voting power are owned or controlled,
directly or indirectly, by the Company.

(b) The key employees to whom options shall be granted and the number of shares
of stock covered by each option shall be designated, by or only in accordance
with the recommendations of, and the Plan shall be administered, interpreted
and construed by, a duly authorized committee of not less than three members of
the Board of Directors of the Company (the "Committee"), each of whom shall be
a "disinterested person" within the meaning of Rule 16b-3 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended from time
to time, or any law, rule, regulation or other provision that may hereafter
replace such rule ("Rule 16b-3"), and an "outside director" within the meaning
of Section 162(m) of the Internal Revenue Code of 1986 as amended by the
Revenue Reconciliation Act of 1993 ("Section 162(m)").  Subject to the
provisions of the Plan, the Committee shall have full authority to administer,
interpret and construe the Plan and options granted thereunder, to determine
the times when options shall be granted and the times when they may be
exercised, to prescribe, amend and rescind rules and regulations of general
application relating to the Plan, to determine the terms and conditions of
options and provisions with reference to the effect of approved leaves of
absence which, in the case of Incentive Stock Options, shall be consistent with
requirements relating to Incentive Stock Options under regulations of





                                      1
   2
the United States Treasury Department at the time in effect, and to make all
other determinations necessary or advisable for the administration of the Plan.
The determinations of the Board of Directors of the Company (the "Board") and
of the Committee under the Plan shall be final, conclusive and binding on the
Company and its shareholders and upon all employees eligible to participate in
the Plan and anyone claiming under or through any of them.  Anything in this
Plan to the contrary notwithstanding, insofar as this Plan applies to employees
who are not subject to reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, as amended from time to time, and who are not
"covered employees" within the meaning of Section 162(m) with respect to equity
securities of the Company, determinations and interpretations in individual
cases can be made by, or at the direction of the Chief Executive Officer of the
Company.


3.  SHARES SUBJECT TO THE PLAN

(a) The shares covered by options and restricted stock grants may be either
authorized but unissued Common Stock of the Company as such stock is
constituted at the time ("Common Stock"); or may be Common Stock previously
issued but then held in the treasury of the Company.  In the event of any
change in the stock subject to restricted stock grants or being optioned under
this Plan, or to options granted hereunder, through merger, consolidation, or
reorganization, or in the event of any dividend to holders of such stock
payable in stock of the same class or the issue to such holders of rights to
subscribe to stock of the same class, or in the event of any other change in
the capital structure, the Committee may make such adjustments with respect to
options and restricted stock, or any provision of this Plan, as it deems
equitable to prevent dilution or enlargement of restricted stock and option
rights provided, however, that all adjustments made as a result of the
foregoing in respect of each stock option which is granted as an Incentive
Stock Option shall be made so that such stock option shall continue to be an
Incentive Stock Option as defined in Section 422 of the Internal Revenue Code
of 1986, as amended, or any provision that may hereafter be enacted in lieu
thereof ("Section 422").  Subject to the next preceding sentence, there shall
be reserved for issuance under this Plan, six million (6,000,000) shares of
which no more than 1,000,000 may be issued in the form of restricted stock.

(b) No options, stock appreciation rights (sometimes herein referred to as
"Rights" or "SARs") or shares of restricted stock shall be granted after April
30, 1999.  The Plan shall continue in effect in accordance with its terms after
April 30, 1999 with respect to options, SARs, and shares of restricted stock
theretofore granted.

(c) Upon the granting of any option, the Company may set aside and hold in
reserve in a properly designated account an amount of stock equal to that
called for by the option.

(d) Subject to the provisions of paragraph 3(a) above, any shares subject to an
option and any restricted stock granted under the Plan which terminate, are
cancelled or expire for any reason unexercised or are forfeited may, except as
provided in paragraph 4(h)(iii) relating to stock appreciation rights, again be
made subject to an option or restricted stock grant under the Plan, provided,
however, that with respect to an optionee who is subject to the provisions of
Section 16(b) of the Securities Exchange Act of 1934, the number of shares for
use under the Plan for such optionee (a "Section





                                      2
   3
16 Person"), shall be in accord with any applicable requirements of Rule 16b-3.


4.  FORM AND TERMS OF OPTION

Options shall be evidenced by agreements in such form as the Committee shall
approve and the granting of such options and the form of said agreements to
evidence the same shall comply with and be subject to the following terms and
conditions:

(A)  FORM OF OPTION.  Any option granted hereunder may, but need not, be an
Incentive Stock Option; provided, however, that any provision of the Plan to
the contrary notwithstanding, the aggregate fair market value (determined at
the time the option is granted) of the shares with respect to which Incentive
Stock Options are exercisable for the first time by the optionee during any
calendar year under all plans of his employer corporation and its parent
corporation (as defined in Section 424(e) of the Internal Revenue Code of 1986,
as amended) and subsidiaries shall not exceed $100,000.  Each provision of the
Plan and of each Incentive Stock Option thereunder shall be construed so that
such option shall be an Incentive Stock Option and any provision thereof which
cannot be so construed shall be disregarded.

REPLACEMENT OPTION.  Subject to the provisions of paragraph 4(c) below, the
Committee may provide, either at the time of the grant of an option or
subsequently, for the grant of a Replacement Option.  Without limiting the
authority of the Committee to make grants hereunder, the Committee may, but
need not, include within any option agreement under this Plan or under the 1984
Plan as Amended, which shall be deemed to be so amended, a provision entitling
the optionee to a further option (a "Replacement Option") in the event the
optionee exercises the option evidenced by the option agreement, in whole or in
part, by surrendering other shares of the Company in accordance with this Plan,
or the 1984 Plan as Amended, as the case may be, and the terms and conditions
of the option agreement.  Any such Replacement Option shall be for a number of
shares equal to the number of surrendered shares, shall become exercisable in
the event the purchased shares are held for a minimum period of time
established by the Committee, and shall be subject to such other terms and
conditions as the Committee may determine.

(B)  INCENTIVE STOCK OPTION DEFINED.  An Incentive Stock Option shall mean an
option intended by the Company to meet the requirements of Section 422 and
regulations of the Treasury Department thereunder.

(C)  SHARE LIMITATION.  One individual may hold more than one option.  Subject
to the provisions of paragraph 3(a) above, no one individual participant may
receive more than, an aggregate of 1,400,000 options during the period
commencing with the effective date as defined herein in Section 7 and ending at
the close of business on April 30, 1999.

(D)  PERIOD OF EXERCISE AND PRICE.  Options may not run for more than ten years
from the date of grant and, subject to the provision of the last sentence of
this paragraph 4(d), shall entitle the holder to buy shares of Common Stock to
the number therein specified at fair market value, which for purposes of the
Plan shall mean an amount as nearly equal to as practical but not less than
100% of the mean between the highest and lowest selling prices for Common Stock
on the day such option is granted (or on such other valuation day or days as
may be applicable) as reported on the consolidated trading network; provided,





                                      3
   4
however, that in the case of an Incentive Stock Option, if the foregoing method
of determining fair market value should be inconsistent with any regulation
adopted by the Treasury Department applicable to Incentive Stock Options, fair
market value shall be determined by the Committee in a manner consistent with
such regulations and shall mean the value as so determined.  The purchase price
of shares subject to any option granted under the Plan, shall be payable in
U.S. funds on delivery of the certificates for the purchased stock or, if, to
the extent, and on the terms and conditions specifically authorized by the
option agreement, in whole shares of Common Stock or in a combination of such
funds and such shares, provided that the sum of such funds and the fair market
value of such shares (determined as provided above) on the date of such
exercise shall be not less than the full purchase price.

  The holder may from time to time exercise his option in part and retain the
remaining part for a longer period within the option term.

  Anything in this paragraph 4(d) or elsewhere in the Plan to the contrary
notwithstanding, in the case of any option grant, the Committee may provide for
an exercise price that varies during the term of the option but not below 100%
of the mean between the highest and lowest selling prices for Common Stock on
the day such option is granted (or on such other valuation day or days as may
be applicable) as reported on the consolidated trading network based upon such
terms, conditions, indexes and standards, if any, as the Committee may
determine. 1

(E)  CONSIDERATION.

         (i)  No option may be exercised in whole or in part unless and until
         the individual to whom it was granted shall have remained in the
         employ of the Company for a period of time after the date of grant of
         such option, but not less than 12 months from the first day of the
         month in which the option shall have been granted except in the event
         of death, disability, Retirement or a Change in Control, as may have
         been prescribed by the Committee in its sole discretion.  The
         Committee may, at any time, authorize, subject to such terms,
         conditions and limitations as the Committee may impose, an option to
         be exercised in whole or in part in the event that death, disability,
         Retirement or a Change in Control should occur less than 12 months
         after the date of grant of such option.

         (ii)  A "Change in Control" shall be deemed to occur if and when (a)
         an offeror other than the Company purchases shares of Common Stock
         pursuant to a tender or exchange offer for such shares, (b) any person
         (as such term is used in Sections 13(d) and 14(d)(2) of the Securities
         Exchange Act of 1934) is or becomes the beneficial owner, directly or
         indirectly, of securities of the Company representing 20% or more of
         the combined voting power of the Company's then outstanding
         securities, (c) the membership of the Board changes as the result of a
         contested election, such that





- -----------------------------------------------------
1   These types  of options are  typically referred  to as indexed  or premium
priced options.  In  either case,  the option exercise  price is adjusted
upward after  grant either based on  an applicable index, such as  the Standard
and Poors  500 Stock Index, or other  indexes or in the case of premium  priced
options, the exercise  price is increased  over time by the  Committee a
specified percentage  or amount above the  fair market  value at the date of
grant.  In  either type of option the exercise price would never be less than
the fair market value on the date of grant.
                                      4
   5
         individuals who were directors at the beginning of any
         twenty-four month period (whether commencing before or after the date
         of adoption of this Plan) do not constitute a majority of the Board at
         the end of such period, or (d) shareholders of the Company approve a
         merger, consolidation, sale or disposition of all or substantially all
         of the Company's assets, or a plan of partial or complete liquidation.

         (iii) "Retirement" means (a) retirement at or after attaining age 65,
         and (b) retirement prior to attaining age 65, provided that the
         employee is entitled to receive a benefit under a retirement plan of
         the Company or of a subsidiary in which such employee participates,
         and provided, further, that the Committee, in the case of an employee
         subject to the provisions of Section 16(b) of the Securities Exchange
         Act of 1934, as amended and in effect at the time ("Section 16(b)"),
         or the Chief Executive Officer, in the case of any other employee,
         shall have consented to such retirement in advance thereof or
         subsequent thereto, with specific reference to this Plan, subject to
         fulfillment of any terms, conditions and limitations as the Committee
         or the Chief Executive Officer, as the case may be, may have imposed.

(F)  TRANSFER, TERMINATION, DEATH, DISABILITY AND RETIREMENT.

         (i)  Any provision of the Plan to the contrary notwithstanding, any
         derivative security issued under the Plan (within the meaning of
         paragraph (a) (2) of SEC Rule 16b-3 as amended), including without
         limitation any option or stock appreciation right, shall not be
         transferable other than by will or the laws of descent and
         distribution or to a death beneficiary ("Beneficiary") designated by
         the optionee.  Any purported transfer of a derivative security to a
         Beneficiary by a Section 16 Person, and any purported transfer of an
         Incentive Stock Option to a Beneficiary, shall be effective only if
         such transfer is, in the opinion of counsel to the Company,
         permissible under and consistent with SEC Rule 16b-3 or Section 422 of
         the Code, as the case may be.  Notwithstanding the foregoing, a
         participant may transfer any option or SAR granted under this Plan,
         other than an Incentive Stock Option or any SAR that is linked to an
         Incentive Stock Option, to members of his immediate family (defined as
         his children, grandchildren and spouse) or to one or more trusts for
         the benefit of such family members or partnerships in which such
         family members are the only partners if (and only if) the instrument
         evidencing such option or SAR expressly so provides (or is amended to
         so provide) and the participant does not receive any consideration for
         the transfer; provided that any such transferred option or SAR shall
         continue to be subject to the same terms and conditions that were
         applicable to such option or SAR immediately prior to its transfer
         (except that such transferred option or SAR shall not be further
         transferable by the transferee during the transferee's lifetime) and
         provided, further, that the foregoing provisions of this sentence
         shall not apply to any Section 16 Person unless and until SEC Rule
         16b-3 as amended in SEC Release No. 34-28869 becomes





                                      5
   6
         effective with respect to the Plan.  If in the opinion of
         counsel, should the transfer of an instrument under this Plan
         disqualify the instrument as an exempt performance-based instrument
         under Section 162(m), or should the transfer of any instrument under
         this Plan cause the instrument, or the Plan, to be non-exempt under
         Rule 16b-3, then the transfer shall not be made. Options, SARs and
         unvested restricted stock shall terminate or be forfeited, as the case
         may be, upon the grantee leaving the company except upon death,
         disability or Retirement provided, however, that the Committee may in
         its discretion provide at any time on or after the date of grant of an
         option granted under the Plan, while such option and any related stock
         appreciation right is exercisable, that if the optionee is terminated
         by the Company without cause within two (2) years following a Change
         in Control of the Company, the optionee shall have a period of ninety
         (90) days following such termination (but not beyond the expiration
         date of the option or SAR) within which to exercise such option or SAR
         unless the optionee is otherwise entitled to exercise the option or
         SAR for a longer period of time.  The Company may at any time
         terminate the employment of any option holder with or without cause
         and, subject to the proviso in the next preceding sentence, upon such
         termination any such option or the unexercised portion shall be
         cancelled without any liability on the part of the Company.

         (ii)  The holder of an option granted under the Plan may exercise his
         option, after Retirement or commencement of disability, subject to the
         terms, conditions and limitations provided in the option and in any
         consent by the Committee or Chief Executive Officer to retirement
         prior to attaining age 65, for the period specified in his option,
         which may not extend beyond two years following commencement of
         disability (whether or not he is then an employee of the Company) and
         the balance of the original option term following the date of
         Retirement; provided, however, that if the holder retires at or after
         attaining age 55, the Committee may in its discretion provide, at any
         time on or prior to such retirement, that the holder may exercise any
         option granted to him under the Plan, or the 1984 Plan as Amended
         during a specified period extending not beyond the term of the option,
         and the 1984 Plan as Amended shall be deemed to conform to the
         foregoing provisions of this sentence applicable to options granted
         thereunder.  On the death of the option holder while he is in the
         employ of the Company or within two years following commencement of
         disability or following Retirement, while the option is exercisable,
         such option may be exercised, subject to the terms, conditions and
         limitations provided in the option, by his heirs, executors, or
         administrators or permitted assignees or transferees at any time
         within the period specified in his option but not more than one year
         following the date of death.  In no event may an option be so
         exercised after the expiration of the original term thereof.

(G)  CONDITIONS OF EXERCISE.





                                      6
   7
         (i)  No option may be exercised by the holder thereof if, at the time,
         the exercise of such option and the issuance of stock thereunder would
         be contrary to law or the regulations of any duly constituted
         authority having jurisdiction of the subject matter.

         (ii)  Appropriate provision shall be made for all taxes the Company
         determines to be required to be withheld under the laws or other
         regulations of any governmental authority, whether Federal, state or
         local and whether domestic or foreign, in connection with the exercise
         of any option or stock appreciation right granted under the Plan.  The
         Committee may provide, in an option agreement or otherwise, that in
         the event that an optionee is required to pay to the Company any
         amount to be withheld for taxes in connection with the exercise of an
         option under the Plan, the optionee may satisfy such obligation, in
         whole or in part, by electing to have the Company withhold a portion
         of the shares of Common Stock to be received upon the exercise of the
         option, otherwise issuable to the optionee upon such exercise, having
         a value equal to the amount to be withheld (or such portion thereof as
         the optionee may elect).  The value of the shares to be withheld shall
         be their fair market value on the date that the amount of tax to be
         withheld is to be determined (the "Tax Date").  Any election by an
         optionee to have shares withheld under this subsection (ii) shall be
         subject to such terms and conditions as the Committee may specify
         which may include all or part of the following restrictions:

                 (aa) the election shall be irrevocable;

                 (bb) the election shall be subject, in whole or in part, to
                 the approval of the Committee and to such rules as it may
                 adopt;

                 (cc) the election may not be made within six months of the
                 date of grant of the option being exercised (except that this
                 limitation shall not apply in the event that the death or
                 disability of the optionee occurs prior to the expiration of
                 such six-month period); and

                 (dd) in the case of a Section 16 Person, the election must be
                 made either (a) not less than six months prior to the Tax
                 Date, or (b) during the period beginning on the third business
                 day following the date of release for publication of the
                 Company's quarterly or annual summary statements of sales and
                 earnings and ending on the twelfth business day following such
                 date (a "window period").

(H)  STOCK APPRECIATION RIGHTS AND LIMITED
     STOCK APPRECIATION RIGHTS.

Stock appreciation rights and limited stock appreciation rights ("LSARs") may
be granted in connection with all or any part of any stock option granted under
this Plan, at the time of the grant of such option.  Stock appreciation rights
shall, upon their exercise, entitle the holder of the related option, to the
extent unexercised, to surrender the related option, in whole or in part, and
to receive a number of shares of Common





                                      7
   8
Stock or cash, or a combination of such shares and cash, determined as
hereinafter set forth.

A limited stock appreciation right is a form of stock appreciation right that
differs from a stock appreciation right by the fact that a limited stock
appreciation right is exercisable only upon or following a Change in Control.
In all other respects, LSARs shall have the same terms, provisions, and
conditions that are applicable to stock appreciation rights in the Plan.

         (i) Stock appreciation rights shall be subject to such terms and
         conditions, not inconsistent with the Plan under which the related
         stock option shall have been or shall be granted, as shall from time
         to time be determined by the Committee and to the following terms and
         conditions:

                 (aa) Stock appreciation rights shall in no event be
                 exercisable except at such time or times and to the extent
                 that the option to which they relate shall be exercisable.

                 (bb) Upon exercise of a stock appreciation right, the holder
                 thereof shall be entitled to receive such number of the shares
                 of the Common Stock as may be authorized by the Committee, the
                 aggregate value of which shall not exceed the amount by which
                 the fair market value per share of such stock on the date of
                 such exercise shall exceed the option price per share of the
                 related option multiplied by the number of shares in respect
                 of which the stock appreciation right shall have been
                 exercised.  For purposes of the preceding sentence, the "fair
                 market value per share" of Common Stock on the date of
                 exercise of the stock appreciation right shall mean an amount
                 as nearly equal to as practical but not more than 100% of the
                 mean between the highest and lowest selling prices for Common
                 Stock on the day such stock appreciation right is exercised as
                 reported on the consolidated trading network; provided that
                 with respect to exercises of stock appreciation rights by a
                 Section 16 Person during a Window Period or during the
                 thirty-day period following a Change in Control (a "Change in
                 Control Period"), the Committee may, at any time, prescribe,
                 by rule of general application, such other measure of fair
                 market value per share as the Committee may, in its
                 discretion, determine but not in excess of the highest daily
                 mean between the highest and lowest selling prices for Common
                 Stock during such Window Period or such Change in Control
                 Period as reported on the consolidated trading network and, in
                 the case of stock appreciation rights that relate to an
                 Incentive Stock Option, not in excess of the maximum amount
                 that may be paid under the Treasury Regulations under Section
                 422 without disqualifying such option as an Incentive Stock





                                      8
   9
                Option under Section 422 and provided further that any
                such measure of fair market value per share determined by the
                Committee may be used with respect to the exercise of stock
                appreciation rights notwithstanding that the expiration date of
                such Rights, though after the exercise date, is before the end
                of the applicable Window Period, Change in Control Period or
                other measuring period used.  All or any part of the obligation
                arising out of an exercise of stock appreciation rights may be
                settled by the payment of cash equal to the aggregate value of
                the shares (or a fraction of a share) that would otherwise be
                delivered under the preceding provisions of this paragraph. 
                Any provision of the Plan to the contrary notwithstanding, in
                the case of an exercise of stock appreciation rights by a
                Section 16 Person, the Committee shall have sole discretion to
                determine, in each case or by rule of general application or
                otherwise, whether such exercise shall be settled in the form
                of shares of Common Stock or cash, or cash and shares of such
                Common Stock.

                (cc) Any election by a holder of stock appreciation
                rights to receive cash in full or partial settlement of stock
                appreciation rights, as well as any exercise by him of his
                stock appreciation rights for such cash, shall be made only in
                compliance with any applicable provision of Rule 16b-3
                exempting such election or exercise from the operation of       
                Section 16(b).

         (ii) To the extent that a stock appreciation right shall be exercised,
         the stock option in connection with which such stock appreciation
         right shall have been granted shall be deemed to have been exercised
         for the purpose of the maximum limitation as to the number of shares
         that may be purchased under the plan under which such option was
         granted.

         (iii) Following the death of the holder of an option granted under the
         Plan and irrespective of whether stock appreciation rights shall have
         been granted in connection with his option, the Company may, in its
         discretion, upon the request of the then holder of an exercisable
         option and in consideration for the surrender of such option, pay the
         amount by which the fair market value per share on the date of such
         request (determined in the manner applicable to stock appreciation
         rights) of the stock subject to such option shall exceed the option
         price per share multiplied by the number of shares as to which the
         request is made; provided that no such payment or surrender shall be
         made in respect of any





                                      A-9
   10
         Incentive Stock Option under Section 422 unless the fair market
         value per share of Common Stock on the date thereof (determined in
         accordance with the Treasury Regulations under Section 422) exceeds
         the option price per share and provided further that in no event shall
         such payment in respect of any Incentive Stock Option under Section
         422 exceed the maximum amount that may be paid under the Treasury
         Regulations under Section 422 without disqualifying such option as an
         Incentive Stock Option under Section 422.  The number of shares
         subject to an option so surrendered shall be charged against the
         maximum limitation as to the number of shares that may be purchased
         under the Plan.

5.  RESTRICTED STOCK

(A)  STOCK AND ADMINISTRATION.  Shares of restricted stock may be issued either
alone or in addition to other grants under the Plan.  The Committee shall
determine the key employees of the Company to whom, and the time or times at
which, grants of restricted stock will be made, the number of shares to be
granted, the time or times within which such grants may be subject to
forfeiture, and all other conditions of the grants.  In addition to any other
conditions or restrictions to be imposed in connection with the grant of any
restricted stock, the Committee may determine to condition such grant upon the
attainment of performance goals.  The Committee may also require a cash payment
as a condition to the receipt of any Common Stock subject to a restricted stock
grant.  The provisions of restricted stock grants need not be the same with
respect to each recipient.  Subject to the provisions of paragraph 3(a) above,
shares of restricted stock previously granted, but which are forfeited pursuant
to paragraph (c) of this Section 5, shall be available for future grants under
the Plan.

(B)  GRANTS AND CERTIFICATES.  The prospective recipient of a grant of shares
of restricted stock shall not, with respect to such grant, be deemed to have
become a participant, or have any rights with respect to such grant, until and
unless such recipient shall have executed an agreement or other instrument
evidencing the grant and containing such terms and conditions, including for
vesting or retention of the shares, as the Committee may impose and delivered a
fully executed copy thereof to the Company, and otherwise complied with the
then applicable terms and conditions.

         (i)  Each participant shall be issued a stock certificate in respect
         of shares of restricted stock granted under the Plan.  Such
         certificate shall be registered in the name of the participant, and
         may bear an appropriate legend referring to the terms, conditions and
         restrictions applicable to such grant, substantially in the following
         form:

            "The transferability of this certificate and the shares of stock
         represented hereby are subject to the terms and conditions (including
         forfeiture) of the Borden, Inc. 1994 Stock Option Plan and an
         agreement entered into between the registered owner and Borden, Inc.
         Copies of such Plan and agreement are on file in the offices of
         Borden, Inc., 180 East Broad Street, Columbus, OH 43215."

         (ii)  The Committee may require that the stock certificates evidencing
         such shares be held in custody by the Company or an unrelated
         custodian until the restrictions thereon shall have lapsed, and may
         require, as a condition of any restricted stock grant, that the
         participant shall have delivered a stock power, endorsed in blank,
         relating to the stock covered by such grant.





                                      10
   11
(C)  RESTRICTIONS AND CONDITIONS.  The shares of restricted stock granted
pursuant to the Plan shall be subject to the following restrictions and
conditions:

         (i)  Subject to the provisions of the Plan and the grant agreements,
         during a period set by the Committee commencing with the date of such
         grant (the "Restriction Period"), the participant shall not be
         permitted to sell, transfer, pledge, assign or otherwise encumber
         shares of restricted stock granted under the Plan.  Within these
         limits the Committee may provide for the lapse of such restrictions in
         installments where deemed appropriate.

         (ii)  Except as provided in paragraph (c)(i) of this Section 5, the
         participant shall have, with respect to the shares of restricted
         stock, all of the rights of a shareholder of the Company, including
         the right to vote the shares and the right to receive any cash
         dividends.  The Committee, in its sole discretion, may permit or
         require the payment of cash dividends to be deferred and, if the
         Committee so determines, reinvested in additional restricted stock or
         otherwise reinvested.  Certificates for shares of unrestricted stock
         shall be delivered to the participant promptly after, and only after,
         the period of forfeiture shall expire without forfeiture in respect of
         such shares of restricted stock.

         (iii)  Subject to the provisions of paragraph (c)(iv) of this Section
         5, if the participant ceases to be employed by the Company for any
         reason during the Restriction Period, all shares still subject to
         restrictions shall be forfeited by the participant and reacquired by
         the Company.

         (iv)  In the event of a participant's retirement, disability, or
         death, or in cases of special circumstances, the Committee may, in its
         sole discretion, when it finds that a waiver would be in the best
         interests of the Company, waive in whole or in part any or all
         remaining restrictions with respect to such participant's shares of
         restricted stock.



6. AMENDMENT AND DISCONTINUANCE

The Board of Directors may amend, from time to time, or discontinue this Plan,
provided that, without the approval of the shareholders of the Company, no
amendment shall be made which (a) increases the aggregate number of shares of
Common Stock that may be purchased upon exercise of options or granted as
restricted stock under the Plan, or increases the number of shares that may be
received by any one individual pursuant to paragraph 4(c) herein, (b) permits
any option to be exercised more than ten years after the date it was granted,
(c) permits any option or restricted stock to be granted after April 30, 1999,
(d) materially increases benefits accruing to participants under the Plan, or
(e) amends any provision of this paragraph 6.  No amendment or discontinuance
of this Plan by the Committee, the Board of Directors or the shareholders of
the Company shall, without the consent of the employee, adversely affect any
option or restricted stock theretofore granted to him. Subject to the foregoing
and the requirements of Section 162(m), the Board may, in accordance with the
recommendation of the Committee and without further action on the part of the


                                11
   12
shareholders of the Company or the consent of participants, amend the
Plan, (a) to permit or facilitate qualification of options thereafter granted
under the Plan as "incentive stock options" within the meaning of Section 422
of the Internal Revenue Code of 1986 as amended, and (b) to preserve the
employer deduction under Section 162(m).


7.  EFFECTIVE DATE


This Plan shall be effective upon its adoption by the Board of Directors of the
Company, subject to the approval of the Plan by the affirmative vote of the
holders of a majority of the outstanding voting stock of the Company present or
represented and entitled to vote at the 1994 Annual Meeting of Shareholders or
any adjournment thereof.


8.  LAWS OF FOREIGN JURISDICTIONS

The Committee may, from time to time, adopt, amend and terminate, under the
Plan, such options, plans, programs or arrangements, containing terms,
conditions, limitations and restrictions not inconsistent with the intent and
objectives of the Plan, as it may deem necessary or desirable to make
available, tax or other benefits of the laws of any foreign jurisdiction, to
individuals subject thereto who are eligible key employees of the Company.


9.  COMPLIANCE WITH RULE 16B-3 AND SECTION 162(M)

With respect to employees subject to Section 16(b) or Section 162(m),
transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 and avoid loss of the deduction referred to in
paragraph (1) of Section 162(m).  Anything in the Plan or elsewhere to the
contrary notwithstanding, to the extent any provision of the Plan or action by
the plan administrators fails to so comply or avoid the loss of such deduction,
it shall be deemed null and void, to the extent permitted by law and deemed
advisable by the plan administrators concerned with matters relating to
employees subject to Section 16(b) and Section 162(m) respectively.





                                      12
   1


                                                        EXHIBIT 10 (vi)


                                  BORDEN, INC.

                   EXECUTIVE FAMILY SURVIVOR PROTECTION PLAN

                         Amended as of January 1, 1987





                                              Conformed through December 9, 1993





   2
                                    FOREWORD


Effective as of January 1, 1981, Borden, Inc. has adopted the Borden, Inc.
Executive Family Survivor Protection Plan (the "Plan") for the benefit of
certain of its executives.  The purpose of the Plan is to provide certain
executives and retired executives with additional protection for their eligible
surviving dependents in the event of death during their active careers or after
retirement, and additional protection in the event of disability during their
active careers.





   3
                                     INDEX

SECTION PAGE - ------- ---- ONE DEFINITIONS 1 TWO PARTICIPATION 3 THREE DEATH AND DISABILITY BENEIFTS 4 FOUR EVENTS CAUSING LOSS OF COVERAGE 9 FIVE ADMINISTRATION 10 SIX AMENDMENT AND TERMINATION 12
4 SECTION ONE Definitions ----------- The following definitions shall apply: 1.1 "Borden ERIP" means the Borden, Inc. Employees Retirement Income Plan. 1.2 "Borden RSP" means the Borden, Inc. Retirement Savings Plan. 1.3 "Chief Executive Officer" means the Chief Executive Officer of the Corporation. 1.4 "Core Management Group" means the Executive Employees designated as members of the Core Management Group of the Corporation by the Chief Executive Officer. 1.5 "Corporate Group" means the Corporation and any of its subsidiaries. 1.6 "Corporation" means Borden, Inc. and any successor to such corporation by merger, purchase or otherwise. 1.7 "Effective Date" means January 1, 1981. 1.8 "Executive Employee" means an individual employed by a member of the Corporate Group in a key executive or managerial position and who is in the group designated by the Chief Executive Officer as the ROSE group. 1.9 "Final Average Pay" means an amount equal to the highest average which can be produced by averaging an Executive Employee's compensation (as hereinafter defined) for any five consecutive calendar years within the last ten calendar years prior to his or her death or earlier retirement. For this purpose, compensation shall mean the total compensation paid in a calendar year to an Executive Employee by the Corporate Group before reduction for Tax-Deferred contributions under the Borden, Inc. Retirement Savings Plan and for Elective Salary Deferrals (as defined in the Borden, Inc. Executives Supplemental Pension Plan), exclusive of incentive bonuses deferred from earlier years at the election of the Executive Employee and specifically excluding Long Term Incentive Earnings. In computing the highest average, any incentive bonuses included in compensation shall be averaged separately from the balance of such compensation. 1 5 1.10 "Minor Child or Children" with respect to a Participant means each person who is the natural or legally adopted son or daughter of the Participant or of his or her Spouse and who has not yet attained his or her eighteenth birthday. 1.11 "Participant" means each Executive Employee who is an Active or Retired Participant in accordance with the provisions of Section Two of the Plan. 1.12 "Plan" means this Executive Family Survivor Protection Plan as from time to time in effect. 1.13 "Spouse" means the spouse who is legally married to the Participant at the earlier of the death of the Participant or the Participant's retirement. 2 6 SECTION TWO Participation ------------- 2.1 Active Participant ------------------ An Executive Employee shall become an Active Participant covered under this Plan only if he or she is so designated by the Chief Executive Officer. Such designation shall be evidenced by a written statement to the Active Participant summarizing the coverage provided under the Plan for such Active Participant. Each Executive Employee designated an Active Participant shall remain an Active Participant until the earlier of (i) the date as of which his or her coverage under the Plan has been terminated at the direction of the Chief Executive Officer (which can be done at any time at his or her discretion) or (ii) the date his or her employment with the Corporate Group terminates. 2.2 Retired Participant ------------------- An Active Participant who retires on or after the Effective Date and on or after his or her sixty-fifth birthday shall become a Retired Participant. An Active Participant who retires before his or her sixty-fifth birthday shall become a Retired Participant only if so specifically designated by the Chief Executive Officer in writing and such designation remains in effect after his or her retirement. Such designation shall be completely at the discretion of the Chief Executive Officer who may take into consideration any of the following circumstances: the length of service of the Active Participant, whether such early retirement is voluntary or involuntary, whether it is anticipated that the Active Participant will engage in competitive employment, how close to normal retirement the Active Participant is at the time of his or her retirement, and any other relevant circumstances. The listing of considerations which may be considered by the Chief Executive Officer is not intended to require or imply that all or any of them shall be considered in any particular case. 3 7 SECTION THREE Death and Disability Benefits ----------------------------- 3.1 Death of Active Participant --------------------------- (a) Lump Sum Benefits Upon the death after June 30, 1986 of an Active Participant who at such time was a member of the Core Management Group, or upon the death after December 31, 1986 of any other Active Participant, his or her beneficiary, as designated under the Basic/Supplemental Life portions of the Borden, Inc. Total Family Protection Plan ("Group Life Plan"), or, if no such beneficiary exists, the beneficiary under the High Limit Accidental Death and Dismemberment portion of the Borden, Inc. Total Family Protection Plan, shall be entitled to receive a lump sum payment equal to one times the Participant's Annual Earnings, as defined in the Group Life Plan, rounded to the next higher $100 if not already a multiple of $100. (b) Monthly Benefits Upon the death of an Active Participant prior to attaining age 65, his or her surviving Spouse shall be entitled to a monthly benefit commencing on the first day of the month next following the Active Participant's death and payable through the month in which the death of the surviving Spouse or remarriage of such surviving Spouse occurs. Upon the death of an Active Participant on or after attaining age 65, his or her surviving Spouse shall be entitled to a monthly benefit commencing on the first day of the month next following the Active Participant's death and payable through the month in which the death of the surviving spouse occurs. If at any time on or after the Active Participant's death there is no surviving Spouse entitled to receive a benefit but there are one or more Minor Children of the Active Participant, an amount equal to fifty percent of the benefit which was or would have been payable to the Active Participant's Spouse entitled to receive a benefit shall be divided equally among the Minor Children, and such fifty percent of the benefit shall be payable through the month in which the last of the Minor Children reach their majority or decease. The share of any child who reaches majority shall thereafter be divided equally among any remaining Minor Children. 4 8 The amount of monthly benefit payable to the surviving Spouse shall be equal to one-twelfth of a percentage of the Active Participant's Final Average Pay, such percentage depending on the age at which the Active Participant's death occurs and whether the Active Participant was a member of the Core Management Group as follows:
Percentage of Final Average Pay Active Participants in Other Active Core Management Group Participants --------------------- ------------ Before age 55 25% 20% After age 55 and before age 56 25% 20% After age 56 and before age 57 24% 19% After age 57 and before age 58 23% 18% After age 58 and before age 59 22% 17% After age 59 and before age 60 21% 16% After age 60 and before age 61 20% 15% After age 61 and before age 62 19% 14% After age 62 and before age 63 18% 13% After age 63 and before age 64 17% 12% After age 64 and before age 65 16% 11% After age 65 15% 10%
3.2 Death of Retired Participant ---------------------------- (a) Lump Sum Benefits Upon the death of a Retired Participant who at time of retirement was a member of the Core Management Group, his or her beneficiary, as designated under the Group Life Plan, shall be entitled to receive a lump sum payment equal to the difference between the amount which would have been payable under the terms of the Group Life Plan as in effect on June 30, 1986, and the amount actually payable under the terms of the Group Life Plan as in effect after June 30, 1986. (b) Monthly Benefits Unless waived in accordance with subsection (c) below, upon the death of a Retired Participant who was an Active Participant and had attained the age of 60 as of June 30, 1986, his or her surviving Spouse shall be entitled to a monthly benefit in accord with this paragraph commencing on the first day of the month next following the Retired Participant's death. If the Retired Participant retired prior to attaining age 65, the monthly benefit shall be payable through the earlier of the 5 9 month in which the death of the surviving Spouse or the remarriage of such the surviving Spouse occurs. If the Retired Participant retired on or after attaining age 65, the monthly beneift shall be payable through the month in which the death of the surviving Spouse occurs. If at any time on or after the Retired Participant's death there is no surviving Spouse or the Spouse has remarried entitled to receive a benefit but there are one or more Minor Children, an amount equal to fifty percent of the benefit which was or would have been payable to the Retired Participant's Spouse entitled to receive a benefit shall be divided equally among the Minor Children, and such fifty percent of the benefit shall be payable through the month in which the last of the Minor Children reach their majority or decease. The share of any child who reaches majority shall thereafter be divided equally among any remaining Minor Children. The amount of monthly benefit payable to the surviving Spouse shall be equal to fifteen percent of the Retired Participant's Final Average Pay if such Retired Participant was a member of the Core Management Group and ten percent of the Retired Participant's Final Average Pay if not a member of the Core Management Group. (c) Waiver of Coverage An Active Participant who is age 60 or older as of June 30, 1986 may elect in writing, prior to such date, to waive the coverage described in subsection (b) above. If such waiver is elected, such Participant shall be eligible for the benefits described in Section 3.4. 3.3 Disability of Active Participant -------------------------------- Upon the disability of an Active Participant such that he or she is entitled to benefits under the Borden, Inc. Long Term Disability Benefits Plan ("LTD Plan"), a benefit shall be payable under this Plan, in the same manner and under the same conditions as that payable under Schedule I of the LTD Plan. The amount of benefit payable under this Plan shall be the difference between the benefit payable under the LTD Plan and what would have been payable under the LTD Plan had the maximums referred to in Schedule I been as follow: 6 10
where stated where stated maximum is maximum is $3,000 $2,250 ----------- ----------- If Active Participant is a member of the Core Management Group $6,000 $4,500 All other Participants $4,000 $3,000
3.4 Survivor Accumulation Account ----------------------------- All Active Participants who are under the age of 60 as of June 30, 1986, and all Active Participants who, in accordance with subsection 3.3(c), elect to waive the coverage described in subsection 3.3(b) shall be entitled to have Survivor Accumulation Credits established on their behalf. The Credits shall be equal to 1% (2% for periods of employment as a member of the Core Management Group) of Compensation as recognized under the Borden RSP, credited on a monthly basis. The aggregate amount of Credits, together with "deemed earnings" on such Credits, to the extent vested, shall be paid to the participant or his or her beneficiary, as applicable, from the general assets of the Corporation in accordance with Section 5.1 in a lump sum at the time of the Participant's termination of employment. "Deemed earnings" for Survivor Accumulation Credits shall be earnings at the rate of investment return on Fund A under the Borden RSP. A bookkeeping account ("Survivor Accumulation Account") shall be maintained for each affected Participant to record the amount of such Survivor Accumulation Credits. Vesting in the Survivor Accumulation Account shall be the same as if such Account were a benefit under Section A3.2 of the Borden ERIP. 7 11 3.5 Medical Accumulation Account ---------------------------- An Active Participant who is a member of the Core Management Group shall be entitled to have Medical Accumulation Credits established on his or her behalf, unless he or she shall have elected to participate in the Corporation's Executive Health Care Plan. The Credits shall be equal to $350 for each month as an Active Participant and member of the Core Management Group. The aggregate amount of Credits, together with "deemed earnings" on such Credits, shall be paid to the participant or his or her beneficiary, as applicable, from the general assets of the Corporation in accordance with Section 5.1 in a lump sum at the time of the Participant's termination of employment. "Deemed earnings" for Medical Accumulation Credits shall be earnings at the rate of investment return on Fund A under the Borden RSP. A bookkeeping account ("Medical Accumulation Account") shall be maintained for each affected Participant to record the amount of such Medical Accumulation Credits. Participants shall always be 100% vested in the value of their Medical Accumulation Account. 8 12 SECTION FOUR Events Causing Loss of Coverage or Benefits ------------------------------------------- 4.1 Loss of Coverage for Retired Participants ----------------------------------------- Coverage under the Plan of a Retired Participant shall be contingent upon such Retired Participant's: (i) refraining, after the expiration of a period of thirty days from the mailing to him or her of written notice from the Corporation of a direction to do so, from engaging in the operation or management of a business, whether as owner, stockholder, partner, officer, employee or otherwise, which at the time of his or her retirement shall be in competition with any member of the Corporate Group; (ii) refraining from disclosing to unauthorized persons information relative to the business of any member of the Corporate Group which he or she shall have reason to believe is confidential; and (iii) refraining from otherwise acting or conducting himself or herself in a manner which a reasonable business person would find to be inimical or contrary to the best interests of the Corporate Group. In the event that the Retired Participant shall fail to comply with the provisions of this Section 4.1, his or her coverage under this Plan shall cease and no benefits shall be payable upon the death of such Retired Participant. 4.2 Remarriage of Surviving Spouse ------------------------------ All monthly benefit payments to the surviving spouse of a Participant who either died or retired prior to attaining age 65 shall cease upon the remarriage of such Spouse. If there are Minor Children of the Participant at the time of such disqualifying remarriage payments shall be made to such Minor Children in accordance with the provisions of Section 3.1 and 3.2 until they reach their majority or decease. 9 13 SECTION FIVE Administration -------------- 5.1 Payment of Benefits ------------------- All benefits payable under the Plan shall be paid by the Corporation from the general assets of the Corporation; provided, however, that: (a) The Corporation shall make no provision for the funding of any benefits payable hereunder. (b) In the event that the Corporation shall decide to establish an advance accrual reserve on its books against the future expense of benefit payments, such reserve shall not under any circumstances be deemed to be an asset of this Plan but, at all times, shall remain a part of the general assets of the Corporation, subject to claims of the Corporation's creditors. (c) Subject to the provisions of subsections (d) and (e) below, a person entitled to a benefit hereunder shall have a claim upon the Corporation only to the extent of the monthly payments thereof, if any, due up to and including the then current month and shall not have a claim against the Corporation for any subsequent monthly payment unless and until such payment shall become due and payable. (d) Notwithstanding any other provision hereof, all benefits which are being paid, or are then payable hereunder, the amount of all Survivor Accumulation Accounts and Medical Accumulation Accounts, and the value of reversionary annuities with respect to then Retired Participants shall become immediately due and payable to a surviving Spouse or Minor Children or to the Active or Retired Participant, as applicable, in a lump sum if: (i) the Corporation refuses to make any payments due hereunder; (ii) the Corporation makes a general assignment for the benefit of creditors; (iii) any proceedings under the Bankruptcy Act are instituted by the Corporation or, if instituted against the Corporation, is consented to or acquiesced in by it or remains undismissed for 60 days; or (iv) a receiver or trustee in bankruptcy is appointed for the Corporation. In addition, in the event of any such proceeding by or against the Corporation under the Bankruptcy Act, or any such assignment, a surviving Spouse, Minor Child or Active or Retired Participant shall be entitled to prove a claim for any unpaid portion of the benefit provided hereunder and, 10 14 if the claim is not discharged in full in any such proceeding, or assignment, it will survive any discharge of the Corporation under any such proceeding or assignment. The present actuarial value of the Accrued Supplemental Benefit shall be calculated on the basis of the 1976-80 GAM Mortality Table and an interest rate, compounded monthly, equal to the yield of the most recently issued 30-year maturity U.S. Treasury issue as reported as of the business day on which the valuation is performed as published in the Midwest edition of the WALL STREET JOURNAL. If the valuation is not performed on a business day, the immediately preceding business day report shall be used for the purposes of determining the interest rate to be used in the valuation. (e) In the event of the application of subsection (d) above, a representative of the affected surviving Spouses, Minor Children and Active and Retired Participants (collectively) shall be appointed to pursue their respective claims against the Corporation. 5.2 Plan Administration ------------------- The Corporation shall be the "Administrator" of the Plan within the meaning of the Employee Retirement Income Security Act of 1974 and shall have the exclusive right to interpret the Plan. The decisions, actions and records of the Corporation shall be conclusive and binding upon the Corporation, the Corporate Group, and all persons having or claiming to have any right or interest in or under the Plan. 11 15 SECTION SIX Amendment and Termination ------------------------- 6.1 Amendment of the Plan --------------------- The Plan may be wholly or partially amended or otherwise modified at any time by the Board of Directors. 6.2 Termination of the Plan ----------------------- The Plan may be terminated at any time by the Board of Directors. 6.3 No Impairment Benefits ---------------------- Notwithstanding the provisions of Sections 6.1 and 6.2, no amendment or termination of the Plan shall impair the rights to benefits hereunder for surviving Spouses or Minor Children or Active Participants in receipt of (or entitled to) benefits at the date of amendment or termination and the rights to benefits with respect to those who are Retired Participants at the date of such amendment or termination. 12
   1

                                                        EXHIBIT 10 (vii)




                                  BORDEN, INC.

                        EXECUTIVES EXCESS BENEFITS PLAN

                   Amended and Restated as of January 1, 1988





                                             As amended through December 9, 1993





                                     
   2
                                    FOREWORD

Effective as of January l, 1976, Borden, Inc. adopted the Borden, Inc.
Executives Excess Benefits Plan (the "Plan") for the benefit of certain of its
executives.  The Plan has been amended from time to time thereafter.

Effective as of January 1, 1988 the Plan has been further amended, and has been
restated as set forth herein.

It is intended that the Plan be an "excess benefits plan" as that term is
defined in Section 3(36) of the Employee Retirement Income Security Act of
1974.

The purpose of the Plan is to (a) provide retired participants and their joint
annuitants and beneficiaries under the Borden, Inc. Employees Retirement Income
Plan ("Borden ERIP") and the Borden, Inc. Retirement Savings Plan ("Borden
RSP") with the amount of company-provided benefits that are not provided under
the Borden ERIP and/or Borden RSP because such amounts exceed the limitations
imposed by Section 415 of the Internal Revenue Code, and (b) effective May 1,
1986 through December 31, 1987, provide for elective salary deferrals by
participants in the Borden RSP who are in the Core Management Group and whose
tax deferrals under the Borden RSP are limited by reason of limitations imposed
by Section 415 of the Internal Revenue Code.

Except to the extent otherwise indicated, and except to the extent otherwise
inappropriate, the Borden ERIP and the Borden RSP and the provisions thereof
are hereby incorporated by reference.





                                     
   3
                                  SECTION ONE

                                  Definitions
                                  -----------


1.1              Except to the extent otherwise indicated herein, and except to
                 the extent otherwise inappropriate in the context, the
                 definitions contained in Section Al of the Borden ERIP and
                 Section I of the Borden RSP are applicable under the Plan.

1.2              "Accrued ERIP Benefit" means the amount of retirement income
                 payable to or with respect to a participant on termination of
                 employment, or earlier date requiring payment under this Plan,
                 under the Borden ERIP.

1.3              "Accrued Excess Benefit" means the excess, if any, of (i) the
                 retirement income payable to or with respect to a participant
                 under the Borden ERIP which would have been accrued by the
                 participant had the limitation on benefits imposed by Section
                 C9 of the Borden ERIP not been applicable over (ii) the
                 participant's Accrued ERIP Benefit.

1.4              "Board of Directors" means the Board of Directors of the
                 Corporation.

1.5              "Borden ERIP" means the Borden, Inc. Employees Retirement
                 Income Plan.

1.6              "Borden RSP" means the Borden, Inc. Retirement Savings Plan.

1.7              "Core Management Group" means individuals employed by the
                 Corporation or a subsidiary thereof in a key executive or
                 managerial position who are designated as members of the Core
                 Management Group of the Corporation by the Chief Executive
                 Officer.

1.8              "Corporation" means Borden, Inc. and any successor to such
                 corporation by merger, purchase or otherwise.

1.9              "Plan" means the Borden, Inc. Executives Excess Benefits Plan
                 as from time to time in effect.





                                     - 1 -
   4
                                  SECTION TWO

                                 Participation
                                 -------------


Participation in the Plan shall be limited to:

(a)              those participants in the Borden ERIP and their joint
                 annuitants and beneficiaries who, as a result of the limits on
                 benefits that may be paid under the Borden ERIP (Section C9)
                 by reason of Section 415 of the Internal Revenue Code, receive
                 or will receive a lesser amount of retirement income under the
                 Borden ERIP than otherwise would be paid or payable in the
                 absence of such limitations,

(b)              those participants and their beneficiaries in the Borden RSP
                 who, as a result of the limits on amounts that may be
                 contributed under the Borden RSP (Section 4.3) by reason of
                 Section 415 of the Internal Revenue Code, receive a smaller
                 matching Employer contribution under the Borden RSP with
                 respect to their actual contributions thereunder than
                 otherwise would be paid or payable in the absence of such
                 limitation, and

(c)              those participants in the Borden RSP who are members of the
                 Core Management Group and who made salary deferral elections
                 for calendar years before 1988 for amounts which would have
                 been Tax Deferred Contributions under Section 3.2 of the
                 Borden RSP but for the limitations imposed by Section 4.3 of
                 the Borden RSP by reason of Section 415 of the Internal
                 Revenue Code, and the beneficiaries of such participants.





                                     - 2 -
   5
                                 SECTION THREE

               Amount of Excess Benefits and Excess Contributions
               --------------------------------------------------


3.1              Excess Benefits
                 ---------------

                 The aggregate amount, if any, of retirement income payable
                 under the Borden ERIP to a participant therein, or to his or
                 her joint annuitant or beneficiary, which is not paid under
                 the Borden ERIP on account of the limitations on benefits
                 imposed by Section C9 of the Borden ERIP, shall be termed an
                 "Excess Benefit" and shall be paid directly to such
                 participant, or to his or her joint annuitant or beneficiary,
                 as applicable, from the general assets of the Corporation in
                 accordance with Section 3.3.

3.2              Excess Contributions
                 --------------------

                 (a)      Excess Company Contributions Account

                          The aggregate amount, if any, of matching Employer
                          contributions which would have been contributed with
                          respect to a participant pursuant to Section 4.1 of
                          the Borden RSP on account of the participant's actual
                          contributions thereto but for the limitation imposed
                          by Section 4.3 of the Borden RSP, together with
                          "deemed earnings" on such contributions, shall be
                          termed Excess Company Contributions and shall be paid
                          to the participant or his or her beneficiary, as
                          applicable, from the general assets of the
                          Corporation in accordance with Section 3.3.  "Deemed
                          earnings" for Excess Company Contributions shall be
                          earnings at the rate of investment return on Fund A
                          under the Borden RSP.  A bookkeeping account ("Excess
                          Company Contributions Account") shall be maintained
                          for each affected participant to record the amount of
                          such Excess Company Contributions.

                 (b)      Excess Salary Deferrals Account

                          The aggregate of the amounts, if any, of salary
                          deferral elected by a participant in the RSP who is a
                          member of the Core Management Group pursuant to a
                          salary reduction agreement or agreements for amounts
                          which would otherwise have been Tax Deferred
                          Contributions on the participant's behalf pursuant to
                          Section 3.2 of the Borden RSP for calendar years
                          before 1988 but for the limitation imposed by Section
                          4.3 of the Borden RSP, together with "deemed
                          earnings" on such amounts, shall be termed Excess
                          Salary Deferrals and shall be paid to the participant
                          or his or her beneficiary, as applicable, from the





                                     - 3 -
   6
                          general assets of the Corporation in accordance
                          with Section 3.3.  "Deemed earnings" for Excess
                          Salary Deferrals shall be earnings at the rate of
                          investment return on Fund A under the Borden RSP.  A
                          bookkeeping account ("Excess Salary Deferrals
                          Account") shall be maintained for each affected
                          participant to record the amount of such Excess
                          Salary Deferrals.

                 (c)      Excess Contributions Account

                          The term Excess Contributions Account shall
                          mean the sum of a participant's Excess Company
                          Contributions Account, if any, and that participant's
                          Salary Deferrals Account, if any.

3.3              General Provisions
                 ------------------

                 (a)      The Corporation shall make no provision for the
                          funding of any Excess Benefits or Excess
                          Contributions Accounts payable hereunder that (i)
                          would cause the Plan to be a funded plan for purposes
                          of section 404(a)(5) of the Internal Revenue Code of
                          1986, as amended ("Code"), or Title I of the Employee
                          Retirement Income Security Act of 1974 ("ERISA") or
                          (ii) would cause the Plan to be other than an
                          "unfunded and unsecured promise to pay money or other
                          property in the future" under Treasury Regulations
                          section 1.83-3(e); and shall have no obligation to
                          make any arrangement for the accumulation of funds to
                          pay any amounts under this Plan.  Subject to the
                          restrictions of the  preceding sentence and paragraph
                          (c) below, the Corporation, in its sole discretion,
                          may establish a grantor trust described in Treasury
                          Regulations sections 1.677(a)-1(d) to accumulate
                          funds to pay amounts under this Plan, provided that
                          the assets of the trust shall be required to be used
                          to satisfy the claims of the Corporation's general
                          creditors in the event of the Corporation's
                          bankruptcy or insolvency.

                 (b)      In the event that the Corporation shall decide to
                          establish an advance accrual reserve on its books
                          against the future expense of Accrued Excess Benefit
                          payments or Excess Contributions Accounts, such
                          reserve shall not under any circumstances be deemed
                          to be an asset of this Plan but, at all times, shall
                          remain a part of the general assets of the
                          Corporation, subject to claims of the Corporation's
                          creditors.

                 (c)      A person entitled to any amount under this Plan shall
                          be a general unsecured creditor of the Corporation
                          with respect to such amount.  Furthermore:

                          (i)     Subject to the provisions of subsections (e),
                                  (f), (g) and (h)





                                     - 4 -
   7
                                  below, a person entitled to an Accrued
                                  Excess Benefit shall have a claim upon the
                                  Corporation only to the extent of the monthly
                                  payments thereof, if any, due up to and
                                  including the then current month and shall
                                  not have a claim against the Corporation for
                                  any subsequent monthly payment unless and
                                  until such payment shall become due and
                                  payable; and

                          (ii)    Subject to the provisions of subsections (e),
                                  (f) and (h) below, a person entitled to
                                  Excess Contributions shall have a claim upon
                                  the Corporation only to the extent of the
                                  Excess Contributions Account, and the amount
                                  of such Account shall be paid to the
                                  participant or beneficiary in the same manner
                                  as the distribution of the participant's
                                  accounts under the Borden RSP.

                 (d)      In the event that the Borden ERIP shall be terminated
                          in accordance with Section C6 thereof, Accrued Excess
                          Benefits shall continue to be paid directly by the
                          Corporation but only to the same extent and for the
                          same duration as that part of the payee's benefit
                          from the Pension Fund of the Borden ERIP, which is
                          directly related to such Accrued Excess Benefit, is
                          continued to be provided by the assets of the Pension
                          Fund of the Borden ERIP; but such continued payment
                          of Accrued Excess Benefit shall still be subject to
                          the conditions specified in subsections (a), (b) and
                          (c) above.

                          In the event that the Borden RSP shall be terminated
                          in accordance with Section 13 thereof, Excess
                          Contributions Accounts shall be paid directly by the
                          Corporation in the same manner as the distribution of
                          the participant's accounts under the Borden RSP.

                 (e)      Notwithstanding any other provision hereof, there
                          shall become immediately due and payable to or with
                          respect to a participant a lump sum equal to the
                          Excess Contributions Account plus the present
                          actuarial value (determined as hereinafter provided)
                          of the participant's Accrued Excess Benefit if:  (i)
                          the Corporation refuses to make any payments due
                          hereunder to any participant, unless refusal to make
                          payment to a particular participant is based on facts
                          and circumstances with respect to such participant
                          which reasonably justifies such refusal, based on the
                          participant engaging in conduct harmful to the
                          interest of the Corporation; (ii) the Corporation
                          makes a general assignment for the benefit of
                          creditors; (iii) any proceedings under the Bankruptcy
                          Act are instituted by the Corporation, or if
                          instituted against the Corporation, is consented to
                          or acquiesced in by it or remains undismissed for 60
                          days; or (iv) a receiver or trustee in





                                     - 5 -
   8
                          bankruptcy is appointed for the Corporation. 
                          In addition, in the event of any such proceeding by
                          or against the Corporation under the Bankruptcy Act,
                          or any such assignment, a participant or his or her
                          joint annuitant or beneficiary shall be entitled to
                          prove a claim for any unpaid portion of the benefit
                          provided hereunder and, if the claim is not
                          discharged in full in any such proceeding, or
                          assignment, it will survive any discharge  of the
                          Corporation under any such proceeding or assignment. 
                          The present actuarial value of the Accrued
                          Supplemental Benefit shall be calculated on the basis
                          of the 1976-80 Basic GAM Mortality Table and an
                          interest rate, compounded monthly, equal to the yield
                          of the most recently issued 30-year maturity U.S
                          Treasury issue as reported as of the business day on
                          which the valuation is performed as published in the
                          Midwest edition of the Wall Street Journal.  If the
                          valuation is not performed on a business day, the
                          immediately preceding business day report shall be
                          used for the purposes of determining the interest
                          rate to be used in the valuation.

                 (f)      In the event of the application of subsection (e)
                          above, the affected participants (or, in the case of
                          deceased participants, their joint annuitants and
                          beneficiaries) (the "Claimants") shall appoint a
                          single representative to pursue their respective
                          claims against the Corporation.  Such representative
                          shall be a person or entity selected by, or agreed
                          upon, by Claimants with unpaid benefits under the
                          Plan equal to more than fifty percent (50%) of the
                          total amount of unpaid benefits under the Plan.

                 (g)      A participant's Accrued Excess Benefit shall be paid
                          to the participant in the same form and at the same
                          time as the participant's Accrued ERIP Benefit.

                 (h)      The participant's beneficiary or joint annuitant
                          under this Plan with respect to his or her Accrued
                          Excess Benefit shall be the person who is entitled to
                          benefit payments under the Borden ERIP on account of
                          the death of the participant.

                          The participant's beneficiary under this Plan with
                          respect to his or her Excess Contributions Account
                          shall be the person who is entitled to benefit
                          payments under the Borden RSP on account of the death
                          of the participant.

                 (i)      A participant's benefit in the Plan shall be vested
                          to the same extent that his or her corresponding
                          benefit under the Borden ERIP or Borden RSP is
                          vested.  The minimum benefit under the Plan shall
                          equal the value of the vested accrued benefit as of
                          December 31, 1993.





                                     - 6 -
   9
                                  SECTION FOUR

                                 Administration
                                 --------------


4.1              Plan Administrator
                 ------------------

                 The Corporation shall be the "administrator" of the Plan
                 within the meaning of ERISA.

4.2              Pension Committee
                 -----------------

                 Subject to the provisions of Section 4.1, the Pension
                 Committee of the Board of Directors shall be vested with the
                 general administration of the Plan.  The Pension Committee
                 shall have the exclusive right to interpret the Plan.  The
                 decisions, actions and records of the Pension Committee shall
                 be conclusive and binding upon the Corporation and all persons
                 having or claiming to have any right or interest in or under
                 the Plan.

                 The Pension Committee may delegate to such officers, employees
                 or departments of the Corporation such authority, duties, and
                 responsibilities of the Pension Committee as it, in its sole
                 discretion, considers necessary or appropriate for the proper
                 and efficient operation of the Plan, including, without
                 limitation, (i) interpretation of the Plan, (ii) approval and
                 payment of claims, and (iii) establishment of procedures for
                 administration of the Plan.





                                     - 7 -
   10
                                  SECTION FIVE

                           Amendment and Termination
                           -------------------------


5.1              Amendment of the Plan
                 ---------------------

                 Subject to the provisions of Section 5.3, the Plan may be
                 wholly or partially amended or otherwise modified at any time
                 by the Board of Directors.

5.2              Termination of the Plan
                 -----------------------

                 Subject to the provisions of Section 5.3, the Plan may be
                 terminated at any time by the Board of Directors.

5.3              No Impairment of benefits
                 -------------------------

                 Notwithstanding the provisions of Sections 5.1 and 5.2, no
                 amendment to or termination of the Plan shall impair any
                 rights to benefits which have accrued hereunder.





                                     - 8 -
   11
                                  BORDEN, INC.

                       SPECIAL RETIREMENT WINDOW PROGRAM


The Borden, Inc. Special Retirement Window Program (SRWP) is a non-qualified
plan that has been designed and adopted to provide special benefits for certain
employees who have elected to retire under the Borden, Inc. Employees
Retirement Income Plan (ERIP) as of November 1, 1985.  Such special benefits
and those employees to whom they will be paid are as specified on the schedule
and copies of employee communications attached hereto.

The SRWP is designed to operate in conjunction with the ERIP and, in connection
with the adoption of the SRWP, the ERIP was amended to provide special
provisions applicable to those employees who elected to retire under the SRWP.

3.3              General Provisions
                 ------------------

                 (a)      The Corporation shall make no provision for the
                          funding of any Excess Benefits or Excess
                          Contributions Accounts payable hereunder that (i)
                          would cause the Plan to be a funded plan for purposes
                          of section 404(a)(5) of the Internal Revenue Code of
                          1986, as amended ("Code"), or Title I of the Employee
                          Retirement Income Security Act of 1974 ("ERISA") or
                          (ii) would cause the Plan to be other than an
                          "unfunded and unsecured promise to pay money or other
                          property in the future" under Treasury Regulations
                          section 1.83-3(e); and shall have no obligation to
                          make any arrangement for the accumulation of funds to
                          pay any amounts under this Plan.  Subject to the
                          restrictions of the preceding sentence and paragraph
                          (c) below, the Corporation, in its sole discretion,
                          may establish a grantor trust described in Treasury
                          Regulations sections 1.677(a)-1(d) to accumulate
                          funds to pay amounts under this Plan, provided that
                          the assets of the trust shall be required to be used
                          to satisfy the claims of the Corporation's general
                          creditors in the event of the Corporation's
                          bankruptcy or insolvency.

                 (c)      A person entitled to any amount under this Plan shall
                          be a general unsecured creditor of the Corporation
                          with respect to such amount.  Furthermore:

                          (i)     Subject to the provisions of subsections (e),
                                  (f), (g) and (h) below, a person entitled to
                                  an Accrued Excess Benefit shall have a claim
                                  upon the Corporation only to the extent of
                                  the monthly payments thereof, if any, due up
                                  to and including the then current month and
                                  shall not have a claim against the
                                  Corporation for any subsequent monthly
                                  payment unless and





                                     - 9 -
   12
                                  until such payment shall become due and 
                                  payable; and

                          (ii)    Subject to the provisions of subsections (e),
                                  (f) and (h) below, a person entitled to
                                  Excess Contributions shall have a claim upon
                                  the Corporation only to the extent of the
                                  Excess Contributions Account, and the amount
                                  of such Account shall be paid to the
                                  participant or beneficiary in the same manner
                                  as  the distribution of the participant's
                                  accounts under the Borden RSP.





                                     - 10 -
   13
                                   Schedule 1


                          WHEREAS, Richard Walrack was employed in the
Corporate Group as a result of the acquisition of the Meadow Gold Dairies from
the Beatrice Companies on December 16, 1986; and

                          WHEREAS, Mr. Walrack also had a continuing employment
consulting agreement with the Beatrice Company dated June 26, 1984, which
continued from December 16, 1986 through August 31, 1989; and

                          WHEREAS, Mr. Walrack also had another employment
agreement dated December 3, 1985 with Beatrice U.S. Foods (Foods) which
guaranteed that his re-employment in the Dairy Unit of Foods would not affect
his status under the 1984 agreement; and

                          WHEREAS, Beatrice, in connection with the acquisition
of Meadow Gold Dairies, did not disclose to Borden the existence of either of
the above described agreements and transferred to the Company's pension plan an
amount woefully inadequate to fund Mr. Walrack's pension; and

                          WHEREAS, Mr. Walrack has asserted through legal 
action pension rights from Beatrice:

                          NOW, THEREFORE, Mr. Richard Walrack is excluded as a
Participant of this Plan for any and all purposes.





                                     - 11 -
   1
                                                            Exhibit 10(viii)




                                  BORDEN, INC.

                      EXECUTIVES SUPPLEMENTAL PENSION PLAN

                  Amended and Restated as of December 9, 1993





                                     
   2
                                    FOREWORD

Effective as of January 30, 1973, Borden, Inc. adopted the Borden, Inc.
Executives Supplemental Pension Plan (the "Plan") for the benefit of certain of
its executives.  The Plan has been amended from time to time thereafter.

Effective as of January 1, 1988, January 1, 1989 and December 9, 1993 the Plan
has been further amended, and has been restated herein.

The purposes of the Plan as amended and restated January 1, 1988 are (a) to
provide retired participants and their joint annuitants and beneficiaries under
the Borden, Inc. Employees Retirement Income Plan ("Borden ERIP") with the
amount of retirement income that is not provided under the Borden ERIP by
reason of the participant having been granted a deferred award under the
Management Incentive Plan and having elected to defer compensation under this
Plan, (b) to permit Executive Employees' and certain other managerial employees
to elect to have payment of a portion of current compensation deferred until a
later year and to provide a "matching credit" with respect to all or a portion
of such deferred compensation, and (c) to provide retired participants and
their joint annuitants and beneficiaries under the Borden ERIP with the amount
of retirement income that is not provided under the Borden ERIP by reason of
the limit on recognized compensation required by Section 401(a)(17) of the
Internal Revenue Code.

It is intended that the Plan be a deferred compensation plan for "a select
group of management or highly compensated employees," as that term is used in
the Employee Retirement Income Security Act of 1974.

Except to the extent otherwise indicated, and except to the extent otherwise
inappropriate, the Borden ERIP and the Borden RSP, and the provisions thereof,
hereby are incorporated by reference.





   3
                                  SECTION ONE
                                  -----------

                                  Definitions
                                  -----------


1.1          Except to the extent otherwise indicated herein, and except to the
             extent otherwise inappropriate in the context, the definitions
             contained in Section A1 of the Borden ERIP are applicable under
             the Plan.

1.2          "Accrued Regular Benefit" means the amount of retirement income
             payable to or with respect to a participant on termination of
             employment, or earlier date requiring payment under this Plan,
             under the ERIP and Borden Excess Benefits Plan.

1.3          "Accrued Supplemental Benefit" means the excess, if any, of (i)
             the retirement income payable to or with respect to a participant
             under the Borden ERIP and Borden Excess Benefits Plan (to the
             extent applicable) which would have been accrued by the
             participant had the amount of deferred awards under the Management
             Incentive Plan, Deferred Compensation, and Excluded Compensation
             been recognized as "Compensation" under the Borden ERIP over (ii)
             the participant's Accrued Regular Benefit.

1.4          "Board of Directors" means the Board of Directors of the
             Corporation.

1.5          "Borden Excess Benefits Plan" means the Borden, Inc. Excess
             Benefits Plan.

1.6          "Borden ERIP" means the Borden, Inc. Employees Retirement Income
             Plan.

1.7          "Borden RSP" means the Borden, Inc. Retirement Savings Plan and
             effective January 1, 1989 the Borden, Inc. Consolidated Retirement
             Savings and Employee Stock Ownership Plan.

1.8          "Corporation" means Borden, Inc. and any successor to such
             corporation by merger, purchase or otherwise.

1.9          "Deferred Compensation" means (i) the amount of an Executive
             Employee's compensation for a year after 1987 that such Executive
             Employee has deferred until a later year pursuant to an election
             under Section 2.2 of this Plan, and/or (ii) the amount of an
             Executive Employee's Elective Salary Deferral for the 1987
             calendar year, and/or (iii) the amount of Excluded Compensation
             deferred by a Highly Paid Executive under Section 2.2 of this
             Plan.





                                     - 1 -
   4
1.10         "Elective Salary Deferral" means the amount of salary deferral
             elected by an Executive Employee pursuant to a salary reduction
             agreement for 1987 for amounts which would otherwise have been Tax
             Deferred Contributions pursuant to Section 3.2 of the Borden RSP
             but for the $7,000 limit in such Section.

1.11         "Excluded Compensation" means that part of total compensation paid
             to a Highly Paid Executive earned from the Corporation which (i)
             if the year is 1989, exceeds $200,000 or (ii) if the year is
             subsequent to 1989, exceeds the dollar limit for such year under
             Section 401(a)(17) of the Internal Revenue Code of 1986 as from
             time to time amended.

1.12         "Executive Employee" means an individual employed by the
             Corporation or a subsidiary thereof in a key executive or
             managerial position and who is in the group designated by the
             Chief Executive Officer as the ROSE group.

1.13         "Highly Paid Executive" means an individual employed by the
             Corporation or a subsidiary thereof in a key executive or
             managerial position who during the calendar year is not an
             Executive Employee but earns Excluded Compensation.

1.14         "New Executive" means an individual employed by the Corporation or
             a subsidiary thereof in a key executive or managerial position
             designated by the Chief Executive Officer of the Corporation for
             participation in the benefit described in Section 3.3.

1.15         "Management Incentive Plan" means the Borden, Inc. Management
             Incentive Plan and any other executive incentive plan that
             provides for deferred awards, other than the Long-Term Performance
             Improvement Program.

1.16         "Pension Committee" means the Pension Committee of the Board of
             Directors.

1.17         "Plan" means the Borden, Inc. Executives Supplemental Pension Plan
             as from time to time in effect.





                                     - 2 -
   5
                                  SECTION TWO
                                  -----------

                                 Participation
                                 -------------


2.1          Eligibility to Participate
             --------------------------

             Participation in the Plan shall be limited to:

             (a)          those participants in the Borden ERIP and their joint
                          annuitants and beneficiaries who as a result of the
                          participant having been granted a deferred award
                          under the Management Incentive Plan or having elected
                          Deferred Compensation receive, or will receive, a
                          lesser amount of retirement income under the Borden
                          ERIP than otherwise would be paid or payable in the
                          absence of such deferrals;

             (b)          those Executive Employees who elect Deferred
                          Compensation;

             (c)          those Highly Paid Executives who elect Deferred
                          Compensation;

             (d)          those participants in the Borden ERIP who have
                          Excluded Compensation, and their joint annuitants and
                          beneficiaries; and

             (e)          New Executives.

2.2          Election of Deferred Compensation
             ---------------------------------

             Elections of Deferred Compensation shall be made only by Executive
             Employees or Highly Paid Executives and shall be on forms
             furnished by the Pension Committee.  A Deferred Compensation
             election shall apply only to compensation (as defined below) for
             the particular year specified in the election, and (i) for
             Executive Employees shall specify the percentage of such
             compensation to be deferred under the election, which percentage
             may be any whole percentage that is not greater than twenty-five
             percent (25%) and (ii) for Highly Paid Executive shall be the
             "Matchable Portion" as defined in the Borden RSP of Excluded
             Compensation.  For purposes of the preceding sentence, the term
             "compensation" means the total earned income that would be
             currently payable to the participant but for his or her Deferred
             Compensation election hereunder, and shall include Tax Deferred
             Contributions under the Borden RSP, salary reduction Employer
             Contributions under the Borden, Inc. Flexible Benefits Plan and
             incentive bonuses earned under the corporate management incentive
             compensation programs which are paid in the first year in which
             such bonuses are payable, but shall exclude incentive bonuses
             earned under the Long Term Incentive Payment Plan.  A Deferred
             Compensation election with respect to compensation for a





                                     - 3 -
   6
             particular calendar year (i) must be made before January 1 of
             such calendar year, (ii) for Executive Employees, must specify
             (from the available alternatives) the date such Deferred
             Compensation is to be paid (or commence to be paid) and the number
             of annual installments (not to exceed 10) in which such Deferred
             Compensation is to be paid, and (iii) once made, cannot be changed
             or revoked.  Deferred Compensation for Highly Paid Executives is
             payable only as a lump sum after termination of employment. 
             Subject to such conditions regarding continued employment as may
             be imposed by the Corporation, Executive Employees, during the
             month of December 1992, may change any prior election in respect
             of the date Deferred Compensation is to be paid (or commence to be
             paid) and the number of annual installments (not to exceed 10) in
             which such Deferred Compensation is to be paid.  Once made, such
             election shall be irrevocable.

             A separate subaccount shall be maintained under the participant's
             "Participant Deferred Account" (see Section 3.3(b)) with respect
             to Deferred Compensation for each calendar year for which the
             participant makes a Deferred Compensation election.





                                     - 4 -
   7
                                 SECTION THREE
                                 -------------

             Amount of Supplemental Benefits and Supplemental Contributions
             --------------------------------------------------------------


3.1          Supplemental Benefits
             ---------------------

             The aggregate amount, if any, of retirement income payable under
             the Borden ERIP to a participant therein, or to his or her joint
             annuitant or beneficiary, which is not paid under the Borden ERIP
             as a result of the fact that the amount of deferred awards under
             the Management Incentive Plan, Deferred Compensation, and Excluded
             Compensation are not recognized as "Compensation" under the Borden
             ERIP, shall be termed a "Supplemental Benefit" and shall be paid
             directly to such participant, or to his or her joint annuitant or
             beneficiary, as applicable, from the general assets of the
             Corporation in accordance with Section 3.4.

3.2          Grandfather Benefit
             -------------------

             (a)          The amount described below in Section 3.2(b) less the
                          amount payable under the Borden ERIP shall be termed
                          a "Grandfather Benefit".  Participants who are
                          Executive Employees designated as members of the
                          Corporation's Core Management Group on July 1, 1992,
                          who have attained age 55, whose combined age and
                          years of service at termination of employment (in
                          years and completed months) with the Corporation
                          equal or exceed 85 and who do not qualify for a
                          benefit under Section A3.7 of the Borden ERIP are
                          eligible for this Grandfather Benefit.  Executive
                          Employees who are designated as members of the
                          Corporation's Core Management Group after July 1,
                          1992 who otherwise would be eligible for this benefit
                          shall only be so when such eligibility is authorized
                          in writing by the Chief Executive Officer of the
                          Corporation.  Executive Employees not terminated "for
                          cause" as defined in their Core Arrangement who are
                          otherwise eligible for this benefit but whose
                          combined age and years of service at Termination is
                          less than 85 shall be eligible for this benefit if
                          such combined age and years of service (in years and
                          completed months) at Termination equal or exceed 80.
                          The combination of age and service which equal or
                          exceed 80 shall be determined at the end of the
                          calendar year of the termination as if the employee
                          were actively employed throughout the year in which
                          the termination occurred.  The Grandfather Benefit
                          shall be paid directly to such participant, or to his
                          or her joint annuitant or beneficiary, as applicable,
                          from the general assets of the Corporation in
                          accordance with Section 3.4.





                                     - 5 -
   8
             (b)          The amount is as follows:

                          (i)     For service under the Borden ERIP prior to
                                  January 1, 1988, one and one-half percent
                                  (1.5%) of the portion of the Employee's
                                  Average Final Compensation in excess of the
                                  estimated age 65 Social Security Benefit in
                                  effect on January 1, 1988 multiplied by the
                                  years and months of credited Service (as
                                  defined in the Borden ERIP) completed as of
                                  December 31, 1987; plus

                          (ii)    For service under the Borden ERIP after
                                  December 31, 1987 through December 31, 1996,
                                  one percent (1%) of each year's earnings up
                                  to that year's taxable Social Security Wage
                                  Base plus one and one-half percent (1.5%) of
                                  each year's earning in excess of that year's
                                  taxable Social Security Wage Base.

                                  "Average Final Compensation" is the average
                                  of the participant's highest five consecutive
                                  years of earnings with the Corporation during
                                  the participant's last ten (10) calendar
                                  years of employment with the Corporation
                                  prior to January 1, 1988.  For this purpose,
                                  any incentive bonuses which are included in
                                  Compensation shall be averaged separately
                                  from the balances of such Compensation.

3.3          Supplemental Contributions
             --------------------------

             (a)          Supplemental Company Contributions

                          The excess, if any, of (i) the amount of matching
                          Employer contributions which would have been made on
                          behalf of a participant pursuant to Section 4.1 of
                          the Borden RSP had the participant's Deferred
                          Compensation been contributed by the participant to
                          the Borden RSP over (ii) the amount of matching
                          Employer contributions actually made on behalf of the
                          participant to the Borden RSP, together with "deemed
                          earnings" on such excess, shall be termed
                          "Supplemental Company Contributions" and shall be
                          paid to the participant or his or her beneficiary, as
                          applicable, from the general assets of the
                          Corporation in accordance with Section 3.4.  For all
                          plan years after 1988, the Supplemental Company
                          Contributions shall be in the form of cash and common
                          shares of the Corporation in the same proportion as
                          matching employer contributions are made to Fund A
                          and D, respectively, under the Borden RSP provided,
                          however, that for plan years after 1991 for officers
                          of the Corporation subject to the reporting and
                          holding requirements of Section 16 of the Securities
                          and Exchange





                                     - 6 -
   9
                          Commission Act such contributions shall be in
                          the form of cash.  "Deemed earnings" for Supplemental
                          Company Contributions for cash and common stock shall
                          be earnings at the rate of investment return during
                          the comparable period of time for Fund A (cash) and
                          Fund D (stock), respectively, under the Borden RSP. 
                          A bookkeeping account ("Supplemental Company
                          Contributions Account") shall be maintained for each
                          affected participant to record the amount of such
                          Supplemental Company Contributions.

             (b)          Deferred Compensation

                          The aggregate of the amounts of Deferred Compensation
                          and "deemed earnings" on such amounts (referred to as
                          "Deferred Amounts") shall be paid to the participant
                          or his or her beneficiary, as applicable, from the
                          general assets of the Corporation in accordance with
                          Section 3.3.  "Deemed earnings" with respect to
                          Deferred Compensation shall be earnings at the rate
                          of investment return on Fund A under the Borden RSP.
                          A bookkeeping account ("Participant Deferred
                          Account") shall be maintained for each affected
                          participant to record the amount of such Deferred
                          Compensation and deemed earnings thereon.

             (c)          Supplemental Match

                          The excess, if any, of (i) the amount of Matching
                          Employer Contributions which would have been made on
                          behalf of a participant who is a New Executive
                          pursuant to Section 4.1 of the Borden RSP had the
                          participant had more than twelve months of service
                          with the Corporation over (ii) the amount of Matching
                          Employer Contributions actually made on behalf of the
                          participant to the Borden RSP, together with "deemed
                          earnings" on such excess, shall be termed
                          "Supplemental Match" and shall be paid to the
                          participant or his or her beneficiary, as applicable,
                          from the general assets of the Corporation in
                          accordance with Section 3.3.  For all plan years
                          after 1988, the Supplemental Match shall be in the
                          form of cash and common shares of the Corporation in
                          the same proportion as matching employer
                          contributions are made to Fund A and D, respectively,
                          under the Borden RSP provided, however, that for plan
                          years after 1991 for officers of the Corporation
                          subject to the reporting and holding requirements of
                          Section 16 of the Securities and Exchange Commission
                          Act such contributions shall be in the form of cash.
                          "Deemed earnings" for Supplemental Match for cash and
                          common stock shall be earnings at the rate of
                          investment return during the comparable period of
                          time for Fund A (cash) and Fund D (stock),
                          respectively, under the Borden RSP.  A bookkeeping
                          account ("Supplemental Match





                                     - 7 -
   10
                          Account") shall be maintained for each affected
                          participant to record the amount of such Supplemental
                          Match.

3.4          General Provisions
             ------------------

             (a)          The Corporation shall make no provision for the
                          funding of any Supplemental Benefits, Grandfather
                          Benefits, Supplemental Company Contributions
                          Accounts, Supplemental Match Accounts or Participant
                          Deferred Accounts payable hereunder that (i) would
                          cause the Plan to be a funded plan for purposes of
                          section 404(a)(5) of the Internal Revenue Code of
                          1986, as amended, or Title I of the Employee
                          Retirement Income Security Act of 1974, as amended,
                          or (ii) would cause the Plan to be other than an
                          "unfunded and unsecured promise to pay money or other
                          property in the future" under Treasury Regulations
                          section 1.83-3(e); and shall have no obligation to
                          make any arrangement for the accumulation of funds to
                          pay any amounts under this Plan.  Subject to the
                          restrictions of the preceding sentence, the
                          Corporation, in its sole discretion, may establish a
                          grantor trust described in Treasury Regulations
                          sections 1.677(a)-1(d) to accumulate funds to pay
                          amounts under this Plan, provided that the assets of
                          the trust shall be required to be used to satisfy the
                          claims of the Corporation's general creditors in the
                          event of the Corporation's bankruptcy or insolvency.

             (b)          In the event that the Corporation shall decide to
                          establish an advance accrual reserve on its books
                          against the future expense of paying Supplemental
                          Benefits, Grandfather Benefits, Supplemental Company
                          Contributions Accounts, Supplemental Match Accounts
                          or Participant Deferred Accounts, such reserve shall
                          not under any circumstances be deemed to be an asset
                          of this Plan but, at all times, shall remain a part
                          of the general assets of the Corporation, subject to
                          claims of the Corporation's creditors.

             (c)          A person entitled to any amount under this Plan shall
                          be a general unsecured creditor of the Corporation
                          with respect to such amount.  Furthermore:

                          (i)     Subject to the provisions of subsections (e),
                                  (f), (g) and (h) below, a person entitled to
                                  a Supplemental Benefit or Grandfather Benefit
                                  shall have a claim upon the Corporation only
                                  to the extent of the monthly payments
                                  thereof, if any, due up to and including the
                                  then current month and shall not have





                                     - 8 -
   11
                                  a claim against the Corporation for any
                                  subsequent monthly payment unless and until
                                  such payment shall become due and payable;

                          (ii)    Subject to the provisions of subsections (e),
                                  (f) and (h) below, a person entitled to
                                  Supplemental Company Contributions shall have
                                  a claim upon the Corporation only to the
                                  extent of the Supplemental Company
                                  Contributions Account, and the amount of such
                                  Account shall be paid to the participant or
                                  beneficiary in the same manner and at the
                                  same time as the distribution of the
                                  participant's accounts under the Borden RSP;

                          (iii)   Subject to the provisions of subsections (e),
                                  (f) and (h) below, a person entitled to
                                  Deferred Amounts shall have a claim upon the
                                  Corporation only to the extent of the
                                  Participant Deferred Account and the amount
                                  of such Account shall be paid to the
                                  participant or beneficiary in accordance with
                                  the terms of the participant's Deferred
                                  Compensation election or elections under
                                  Section 2.2; and

                          (iv)    Subject to the provisions of subsections (e),
                                  (f) and (h) below, a person entitled to
                                  Supplemental Match shall have a claim upon
                                  the Corporation only to the extent of the
                                  Supplemental Match Account, and the amount of
                                  such Account shall be paid to the participant
                                  or his or her beneficiary, as applicable, in
                                  the same manner and at the same time as the
                                  distribution of the participant's accounts
                                  under the Borden RSP.

             (d)          In the event that the Borden ERIP shall be terminated
                          in accordance with Section C6 thereof, Supplemental
                          Benefits and Grandfather Benefits shall continue to
                          be paid directly by the Corporation but only to the
                          same extent and for the same duration as that part of
                          the payee's benefit from the Pension Fund of the
                          Borden ERIP, which is directly related to such
                          Supplemental Benefit or Grandfather Benefit, is
                          continued to be provided by the assets of the Pension
                          Fund of the Borden ERIP; but such continued payment
                          of Supplemental Benefits or Grandfather Benefits
                          shall still be subject to the conditions specified in
                          subsections (a), (b) and (c) above.

                          In the event that the Borden RSP shall be terminated
                          in accordance with Section 13 thereof, Supplemental
                          Company Contributions Accounts shall be paid directly
                          by the Corporation in the same manner as the
                          distribution of the participant's accounts under the
                          Borden RSP.





                                     - 9 -
   12
             (e)          Notwithstanding any other provision hereof, there
                          shall become immediately due and payable to or with
                          respect to a participant a lump sum equal to the
                          Supplemental Company Contributions Account plus the
                          Supplemental Match Account plus the Participant
                          Deferred Account plus the present actuarial value
                          (determined as hereinafter provided) of the
                          participant's Accrued Supplemental Benefit and
                          Grandfather Benefit if:  (i) the Corporation refuses
                          to make any payments due hereunder to any
                          participant, unless refusal to make payment to a
                          particular participant is based on facts and
                          circumstances with respect to such participant which
                          reasonably justifies such refusal, based on the
                          participant engaging in conduct harmful to the
                          interests of the Corporation; (ii) the Corporation
                          makes a general assignment for the benefit of
                          creditors; (iii) any proceedings under the Bankruptcy
                          Act are instituted by the Corporation or, if
                          instituted against the Corporation, is consented to
                          or acquiesced in by it or remains undismissed for 60
                          days; or (iv) a receiver or trustee in bankruptcy is
                          appointed for the Corporation.  In addition, in the
                          event of any such proceeding by or against the
                          Corporation under the Bankruptcy Act, or any such
                          assignment, a participant or his or her joint
                          annuitant or beneficiary shall be entitled to prove a
                          claim for any unpaid portion of the benefit provided
                          hereunder and, if the claim is not discharged in full
                          in any such proceeding, or assignment, it will
                          survive any discharge of the Corporation under any
                          such proceeding or assignment.  The present actuarial
                          value of the Accrued Supplemental Benefit and
                          Grandfather Benefit shall be calculated on the basis
                          of the 1976-80 GAM Mortality Table and an interest
                          rate, compounded monthly, equal to the yield of the
                          most recently issued 30-year maturity U.S. Treasury
                          issue as reported as of the business day on which the
                          valuation is performed as published in the Midwest
                          edition of the WALL STREET JOURNAL.  If the valuation
                          is not performed on a business day, the immediately
                          preceding business day report shall be used for the
                          purposes of determining the interest rate to be used
                          in the valuation.

             (f)          In the event of the application of subsection (e)
                          above, the affected participants (or, in the case of
                          deceased participants, their joint annuitants and
                          beneficiaries) (the "Claimants") shall appoint a
                          single representative to pursue their respective
                          claims against the Corporation.  Such representative
                          shall be a person or entity selected by, or agreed
                          upon, by Claimants with unpaid benefits under the
                          Plan equal to more than fifty percent (50%) of the
                          total amount of unpaid benefits under the Plan.





                                     - 10 -
   13
             (g)          A participant's Supplemental Benefit and Grandfather
                          Benefit shall be paid to the participant in the same
                          form and at the same time as the participant's
                          Accrued Regular Benefit.

             (h)          The participant's beneficiary under this Plan with
                          respect to his or her Participant Deferred Account
                          shall be the person or persons designated as
                          beneficiary by the participant by filing with the
                          Pension Committee a written beneficiary designation
                          on a form provided by, or acceptable to, such Pension
                          Committee.  In the event the participant does not
                          make an effective designation of a beneficiary with
                          respect to his or her Participant Deferred Account,
                          the participant's beneficiary with respect to his or
                          her Participant Deferred Account shall be the
                          beneficiary of such participant's beneficiary under
                          the Borden RSP.

                          The participant's beneficiary or joint annuitant
                          under this Plan with respect to his or her
                          Supplemental Benefit shall be the person who is
                          entitled to benefit payments under the Borden ERIP on
                          account of the death of the participant.

                          The participant's beneficiary under this Plan with
                          respect to his or her Supplemental Company
                          Contributions Account and Supplemental Match Account
                          shall be the person who is entitled to benefit
                          payments under the Borden RSP on account of the death
                          of the participant.

             (i)          Wherever in this Section Three reference is made to
                          "Supplemental Benefits" or "Accrued Supplemental
                          Benefits" such terms shall be deemed to include any
                          special supplemental benefits payable pursuant to
                          Appendix A.

             (j)          If the amount credited to the Participant's
                          Deferred Account is $10,000 or less at the time he or
                          she retires or otherwise terminates employment, then
                          the Participant shall be paid, as soon as practicable
                          after termination of employment, an amount equal to
                          the amount in the Participant's Deferred Account as
                          of his or her termination of employment.
        
             (k)          A participant's benefit in the Plan shall be vested
                          to the same extent that his or her corresponding
                          benefit under the Borden ERIP or Borden RSP is
                          vested.  The minimum benefit under the Plan shall
                          equal the value of the vested accrued benefit as of
                          December 31, 1993.





ESPP12.93





                                     - 11 -
   14
                                   APPENDIX A




Benefits payable after termination of active employment to the following
executives under written employment agreements dated as indicated:


             -   Anthony S. D'Amato
                 December 3, 1990 as amended September 24, 1991,
                 June 22, 1993 and September 30, 1993.

             -   Ervin R. Shames, June 24, 1993

             -   Robert Allen, August 24, 1993

             -   George Morris, August 25, 1993





   15
                                   APPENDIX B

                         Special Supplemental Benefits
                             for Named Individuals


With regard to the individuals named below, certain benefits which cannot be
provided under the Borden ERIP are hereinafter provided under the Plan.

1.           R.J. Ventres

             Mr. Ventres' prior period of employment with Borden, from October
             9, 1957 to October 10, 1974, resulted in a vested annual benefit,
             payable at age 65 from the Borden ERIP, of $10,617.84.  The period
             of such prior service is to be treated, in the circumstances
             listed below, under the Plan as if it had been contiguous with Mr.
             Ventres' rehire date of July 9, 1979.  Any benefits which would
             otherwise be payable under the benefit formulas of the Borden ERIP
             as in effect at Mr. Ventres' date of termination of employment,
             with respect to such period of prior service, which are in excess
             of the aforementioned vested annual benefit shall be payable from
             the Plan in the same manner and form as Mr. Ventres elects with
             regard to such aforementioned vested annual benefit.

             The special treatment of the foregoing paragraph shall apply in
             case of retirement at or after age 65, involuntary early
             retirement not due to malfeasance, and death during active
             employment.  The special treatment of the foregoing paragraph
             shall not be applicable in case of voluntary early retirement,
             voluntary resignation from the Corporation prior to age 65, or
             termination by the Corporation due to malfeasance.  Circumstances
             not specifically enumerated shall be treated in a manner
             consistent with those which are enumerated.

2.           If any of the employees listed below, who were covered under the
             Supreme Ice Cream Supplement to the Meadow Gold Pension Plan,
             retire or otherwise terminate their employment with vested rights
             under the Meadow Gold Pension Plan prior to April 1, 1988, or
             under the Employees Retirement Income Plan after March 31, 1988,
             and elect the 50% survivor form of benefit, a monthly benefit
             equal to the reduction applied to the otherwise payable monthly
             benefit under the aforementioned Plans shall be payable from this
             Plan, in the same manner and under the same conditions as such 50%
             survivor benefit under such Plans.  If any of the employees listed
             below elects a form of benefit other than the 50% survivor form,
             no benefits shall be payable under this Plan.


                                      13

   16
Employee Social Security # Employee Social Security # -------- ----------------- -------- ----------------- Alford, E.J. ###-##-#### Peacock, G. ###-##-#### Forehand, S. ###-##-#### Preston, S.D. ###-##-#### Holman, J.R. ###-##-#### Russell, S.T. ###-##-#### Johnson, H. ###-##-#### Sallas, B.J. ###-##-#### Lincoln, J. ###-##-#### Trotter, L.H. ###-##-#### Mathis, V. ###-##-#### Walker, V.N. ###-##-#### Parrish, H. ###-##-####
- 14 -
   1
                                                        EXHIBIT 10 (xi)



                                  BORDEN, INC.

                      SUPPLEMENTAL BENEFIT TRUST AGREEMENT


THIS TRUST AGREEMENT, as amended through December 9, 1993, by and between
BORDEN, INC., a corporation organized and existing under the laws of the State
of New Jersey (the "Corporation") and WACHOVIA BANK OF NORTH CAROLINA, N.A., a
national banking association organized and existing under the laws of the
United States (the "Trustee").


                                  WITNESSETH:


WHEREAS, the Corporation has established various supplemental benefit plans for
the benefit of certain employees of the Corporation; and

WHEREAS, the Corporation desires to establish a trust (the "Trust") under this
Trust Agreement to aid it in meeting its obligations under certain of these
Plans (such plans being set forth on Exhibits A, B and C hereto as amended from
time to time and referred to herein collectively as "Plans" and singly as a
"Plan"), and

WHEREAS, the Trust is intended to be a "grantor trust" with the corpus and
income thereof treated as assets and income of the Corporation for federal
income tax purposes under the Internal Revenue Code of 1986, as amended; and

WHEREAS, the Corporation intends that the existence of the Trust shall not
alter the characterization of said Plans as unfunded plans for purposes of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") and shall
not be construed to provide income to any participant or beneficiary under the
Plans prior to actual payment of benefits thereunder;

NOW, THEREFORE, the Corporation and the Trustee agree as follows:
   2
                                   ARTICLE I

                        Establishment of Trust and Plans
                        --------------------------------


1.1      The Corporation hereby establishes the Trust with the Trustee
         consisting of such sums of money and such property acceptable to the
         Trustee as from time to time shall be paid or delivered to the
         Trustee.  All such money and property, all investments made therewith
         and proceeds thereof, less the payments or other distributions which,
         at the time of reference, shall have been made by the Trustee, as
         authorized herein, shall be held by the Trustee in trust for the
         purpose of paying benefits to participants under the Plans, in
         accordance with the provisions of this Trust Agreement and shall at
         all times be subject to the claims of general creditors of the
         Corporation as provided in Article VIII.

1.2      The Corporation has heretofore established the Plans listed on
         Exhibits A, B, and C.  The Plans were established in order to provide
         certain employees, as well as their beneficiaries, with certain forms
         of compensation and other benefits.  Prior to a Change in Control (but
         not after a Change in Control), the Corporation may, from time to
         time, add to or delete from the list of Plans on Exhibit A, B, or C
         that are covered by this Trust Agreement.

1.3      Certain Plans of the Corporation are identified in Paragraph 1 of
         Exhibit B hereto (hereinafter referred to as "Exhibit B Plans") as
         well as on Exhibits A and C.  In the event any stock of the
         Corporation is contributed to the Trust for the purpose of funding
         distributions under one or more Exhibit B plans, the provisions set
         forth in Exhibit B shall (in the event of any conflict) supersede the
         provisions otherwise set forth in this Trust Agreement.  Except to the
         extent of any such conflict, however, all provisions of this Trust
         Agreement shall apply to Exhibit B Plans.

1.4      The Trust is revocable by the Corporation until such time as a Change
         in Control occurs, at which time the Trust shall become irrevocable.
         Prior to the occurrence of a Change in Control, the Corporation
         reserves the power to alter, amend, revoke, or annul the Trust or this
         Trust Agreement.  After the occurrence of a Change in Control, the
         Corporation shall not have the power to alter, amend, revoke or annul
         the Trust or this Trust Agreement.  After the occurrence of a Change
         in Control, (i) the assets of the Trust shall be held for the
         exclusive purpose of providing benefits to Participants and their
         beneficiaries under the Plans and defraying expenses of this Trust in
         accordance with the provisions of this Trust Agreement and (ii) except
         as provided in Article VII or VIII, no part of the property held in
         Trust shall be recoverable by or for the Corporation.





                                       2
   3
1.5      It is intended that the Corporation shall be treated as the owner of
         the assets of the Trust pursuant to Sections 671-679 of the Internal
         Revenue Code of 1986, as amended, and the terms of this Trust
         Agreement shall be so construed.  Furthermore, it is intended that
         distributions from the Trust to a Participant shall be deductible by
         the Corporation to the same extent, at the same time, and in the same
         manner as if made directly by the Corporation.

1.6      The Trustee hereby represents that a "Chinese Wall", as that term is
         commonly understood in the banking community, exists between its trust
         department and its banking department and accepts the Trust
         established under this Trust Agreement on the terms and subject to the
         provisions set forth herein.


                                   ARTICLE II

                                  Definitions
                                  -----------

2.1      Unless the context of the Trust Agreement otherwise requires or unless
         otherwise defined herein, the terms defined in the Plans shall have
         the same meaning when used herein as the meanings given to those terms
         in the Plans.

         (a)     The term "Benefit" shall mean any benefit payable to a
                 Participant under a Plan.

         (b)     The term "Change in Control" shall mean the occurrence of one
                 of the following events:

                 (1)      When any "person" (as such term is used in sections
                          13(d)(3) and 14(d)(2) of the Exchange Act) becomes
                          the "beneficial owner" (as such term is used in Rule
                          13d-3 under the Exchange Act) of securities of the
                          Corporation representing 20 percent or more of the
                          combined voting power of the Corporation's then
                          outstanding securities; or

                 (2)      When there is an election of persons constituting 30
                          percent or more of the total membership of the Board
                          of Directors who had not been recommended for such
                          election by the immediately preceding Board of
                          Directors or its nominating committee; or

                 (3)      When the shareholders of the Corporation approve a
                          merger, consolidation, sale, or disposition of all or
                          substantially all of the assets of the Corporation or
                          a plan of partial or complete liquidation.





                                       3
   4
         (c)     The term "Code" shall mean the Internal Revenue Code of 1986,
                 as amended from time to time.

         (d)     The term "Exchange Act" shall mean the Securities Exchange Act
                 of 1934.

         (e)     The term "Insolvent" shall mean the condition of the
                 Corporation in the event that it either is unable to pay its
                 debts as they come due or is subject to a pending proceeding
                 as a debtor under the federal Bankruptcy Code.

         (f)     The term "Participant" shall mean an employee of the
                 Corporation, or any beneficiary of such an employee, who
                 becomes entitled to receive Benefits under a Plan.

         (g)     The term "Payment Schedule" shall mean the list of
                 Participants who are eligible for Benefits and the amount of,
                 or the method of calculating such Benefits.

         (h)     The term "Required Funding Amount" shall mean the amount
                 determined pursuant to the provisions of Section 3.4 to fund
                 the obligations of the Corporation under the plans.

         (i)     The term "Separate Account" shall mean any account established
                 with respect to a Plan in accordance with the provisions of
                 Section 3.3.

         (j)     The term "Trust Assets" shall mean all property held by the
                 Trustee pursuant to the terms of this Trust Agreement.

         (k)     The term "Trust Fund" shall mean all assets held by the
                 Trustee in accordance with the terms and provisions of this
                 Trust Agreement.

         (l)     The term "Valuation Date" shall mean the last business day of
                 each calendar year quarter.

2.2      Where necessary or appropriate to the meaning hereof, the singular
         shall be deemed to include the plural, the masculine to include the
         feminine, and the feminine to include the masculine.





                                       4
   5
                                  ARTICLE III

             General Duties of Parties; Contributions and Accounts
             -----------------------------------------------------


3.1      The Corporation shall provide the Trustee with a copy of each of the
         Plans and any amendments to such Plans.

3.2      Except as hereinafter provided, the Corporation may make contributions
         to the Trust from time to time as it shall determine in its sole
         discretion; provided, however, that the Corporation shall be required
         to contribute the Required Funding amount as required for those Plans
         listed in Exhibits A & B as soon as practicable but in any event
         within 30 days following a Change in Control.  If the Corporation
         fails to contribute the Required Funding Amount upon the occurrence of
         a Change in Control, the Trustee is empowered (but not required) to
         bring suit against the Corporation to require specific performance of
         such obligation to contribute.  If the Trustee fails to bring suit
         within a reasonable period, any Participant may bring suit in the name
         of the Trustee against the Corporation for such specific performance.

3.3      The Trustee shall establish and maintain a Separate Account for each
         Plan and, if deemed appropriate, separate sub-accounts for each
         Participant pursuant to directions received from the Corporation which
         shall be made in accordance with the provisions of each Plan and in a
         manner consistent with the provisions of Section 3.4.  The Trustee
         shall allocate contributions received from the Corporation among such
         Separate Accounts and sub-accounts pursuant to directions of the
         Corporation; provided, however, that if the Corporation makes
         contributions to the Plans due to a Change in Control, such
         allocations shall be based upon the calculations made with respect to
         each Plan for purposes of determining the Required Funding Amount
         under Section 3.4.

3.4      As of each Valuation Date after a Change in Control with respect to
         which the Corporation contributes the Required Funding Amount, the
         Trustee shall determine if the Trust Assets as of such date are less
         than the Required Funding Amount as of such date utilizing guidelines
         set forth on Exhibit D.  As of each such Valuation Date the Required
         Funding Amount shall be the amount determined by the Trustee as
         required to fund the Payment Schedule with respect to each of the
         Plans listed in Exhibit A and B as well as an amount deemed to be
         appropriate by the Trustee, after consultation with the Corporation,
         to pay for the expenses and compensation of the Trustee in connection
         with the administration of the Trust.  If such Trust Assets are less
         than the Required Funding Amount, the Corporation shall contribute to
         the Trust the amount by which the Required Funding Amount exceeds the
         value of the Trust Assets.  Any such additional contributions shall be
         allocated to the Plans based upon the portion of the





                                       5
   6
         Required Funding Amount applicable to each Plan.

3.5      If the Corporation by resolution of its Board of Directors in the
         event of a Change in Control, decides to fund in this Trust the Plans
         listed in Exhibit C, then the provisions of Sections 3.2 and 3.4 above
         shall include Exhibit C wherever Exhibits A & B are mentioned.

3.6      The Corporation shall provide the Trustee with information concerning
         Participants and the Benefits to which they are eligible.  The Trustee
         may engage an insurance company, a third-party administrator, or other
         agent, including the Corporation, to administer the payment of
         Benefits.  The Trustee may also engage an actuary in conjunction with
         its duties to determine the Required Funding Amount or any other of
         its responsibilities hereunder.

3.7      The Trustee may hold, invest and reinvest the Separate Accounts and
         sub-accounts as a consolidated single fund.  The Trust Fund shall be
         valued by the Trustee as of each Valuation Date at current market
         values, as determined by the Trustee.  Such valuation shall reflect
         cash contributions, income of the Trust Fund, gains or losses
         (including gains or losses not yet realized), distributions and
         expenses incurred following the preceding quarter.  The amount of any
         net increase or decrease in the value of the Trust Fund shall be
         allocated among Separate Accounts in accordance with their respective
         balances as of the preceding Valuation Date reduced by any Benefit
         payments charged to such Separate Accounts since the preceding
         Valuation Date.  The Trustee shall maintain the record of the value of
         each Separate Account and sub-account based on the aggregate amount of
         the Trust Fund and the information provided by the Corporation as to
         its contributions and allocations with respect to each Separate
         Account and sub-account.


                                   ARTICLE IV

                         Distributions from Trust Fund
                         -----------------------------

4.1      Prior to a Change in Control, distributions from the Trust Fund shall
         be made by the Trustee to the Participants at the direction of the
         Corporation.  To the maximum extent permitted by applicable law, the
         Trustee shall be fully protected in making such distributions,
         provided that any amount so paid at any time shall not exceed the
         amount then in the Participant's sub-account.  Any amounts so paid
         shall be reduced by the amount of income tax withholding required by
         law.  In making such withholdings the Trustee may rely on the rates
         provided by the Corporation in any Payment Schedule and shall forward
         without delay the amounts withheld to the Corporation who shall pay
         such amounts to the





                                       6
   7
         appropriate governmental authorities.  Notwithstanding the
         provisions of this Trust, the Corporation shall remain obligated to
         pay the Benefits under the Plans.  To the extent the amount in a
         Participant's sub-account is not sufficient to pay any Benefit when
         due, the Corporation shall pay any remaining Benefit due a Participant
         directly.  Nothing in this Trust Agreement shall relieve the
         Corporation of its liabilities to pay Benefits except to the extent
         such liabilities are met by application of Trust Assets.

4.2      Prior to a Change in Control, the Corporation shall deliver a Payment
         Schedule to the Trustee which the Corporation shall update from time
         to time.  After a Change in Control the Trustee shall pay Benefits in
         accordance with the most recent Payment Schedule delivered to it prior
         to the Change in Control.

4.3      Following a Change in Control, a Participant who believes that he or
         she is entitled to a Benefit under a Plan may apply in writing
         directly to the Trustee for payment of such Benefit.  Such application
         shall advise the Trustee of the circumstances which entitle such
         Participant to payment of such Benefit.  The Trustee shall, in such
         case, reach its own independent determination as to the Participant's
         entitlement of Benefit, even though the Trustee may be informed from
         another source (including the Corporation) that payments are not due
         under a Plan or the a distribution should no be made.  If the Trustee
         so desires, it may, in its sole discretion, make such additional
         inquiries and/or take such additional measures as it deems necessary
         in order to enable it to determine whether a Benefit is due and
         payable, including, but not limited to, interviewing appropriate
         persons, requesting affidavits, soliciting oral or written testimony
         under oath, or holding a hearing or other proceeding, provided,
         however, that if the application is for monies due under a written
         employment agreement the Trustee shall endeavor to make its
         determination as to entitlement within thirty (30) days after its
         receipt of such application.  If such determination and payment are
         not made within thirty (30) days, and if such application is supported
         by a sworn affidavit of entitlement setting forth facts which on their
         face would support such an entitlement, and if the application is
         accompanied by the Participant's promise to repay any monies finally
         determined not to be due the Participant, then the Trustee shall make
         such payment within thirty (30) days after its receipt of the
         application and shall thereafter continue such payments as are claimed
         due until a final determination of non-entitlement is made.  The
         Trustee may engage its own counsel or other experts to assist it in
         making determinations under this Trust Agreement.  The cost of such
         counsel or other expert assistance, and any other costs reasonably 
         incurred by the Trustee in making its determination, shall be borne 
         by the Corporation.  If the Corporation fails to pay any such costs 
         when due, the Trustee may use the assets of the Trust Fund to pay 
         such costs and the Corporation shall reimburse the Trust Fund for 
         such payments.





                                       7
   8
         The Trustee shall not be liable to the Trust or the Corporation for
         any payments made pursuant to this section based on its independent
         determinations pursued with reasonable diligence nor shall it be
         liable for the failure of a Participant to repay monies paid prior to
         its independent determination where such payments are made pursuant to
         the provisions of this section.

4.4      Notwithstanding any other provision of this Trust Agreement other than
         Article VIII, if any amounts held in the Trust Fund are found in a
         "determination" (within the meaning of Section 1313(a) of the Code) to
         have been includible in gross income of a Participant prior to payment
         of such amounts from the Trust, the Trustee shall, as soon as
         practicable, pay such amounts to such Participant and charge the
         Participant's sub-account accordingly.  For purposes of this Section
         4.4, the Trustee shall be entitled to rely on an affidavit by a
         Participant and a copy of the determination to the effect that a
         determination described in the preceding sentence has occurred.


                                   ARTICLE V

                  Investment and  Administration of Trust Fund
                  --------------------------------------------

5.1      The Trustee shall invest and reinvest the Trust Fund, without
         distinction as to principal and income, in a manner consistent with an
         investment policy and guideline that it shall invest the Trust Fund in
         a fashion which has the primary priority of preservation of principal
         and liquidity of the Trust Fund and, second, to the extent consistent
         with these goals, which maximizes the income of the Trust Fund.  The
         Trustee is expressly authorized to invest the Trust Fund or any
         portion thereof in short-term money market instruments, including
         deposits with itself and/or United States Treasury or Agency
         obligations as it may deem, in its discretion, appropriate to
         implement said investment policy and guideline, notwithstanding any
         other investment provisions contained herein.  The Trustee shall have
         the sole power and responsibility for the investment and reinvestment
         of the Trust Fund.  The Trustee is authorized to invest and reinvest
         the Trust Fund in stocks, both common and preferred, bonds, notes,
         debentures, mortgages, equipment lease certificates, registered
         investment company stock, real estate investment trusts, common trust
         funds of which it is the trustee, certificates of deposit, banker's
         acceptances, obligations of the United States Government, its agencies
         and authorities, or of any state or local governmental authority or
         agency, or in any other kind of investment, without regard to whether
         or not such investment is an authorized or appropriate investment for
         trustees under any state laws applicable hereto.  The Trustee may hold
         uninvested such cash as it considers to be required for current
         expenditures.  The Trustee may register, hold, or retain any real or
         personal property, investments or instruments, or certificates





                                       8
   9
         representing same (including, without limitation, stocks, bonds
         or other securities) in its own name or in the name of its nominee, or
         may keep same unregistered and may retain same in such condition that
         title or interest may pass by delivery.

         Notwithstanding the foregoing provisions of this Section 5.1 prior to
         a Change in Control, the Corporation may from time to time appoint and
         designate in a writing delivered to the Trustee one or more (i)
         investment managers to manage the investment of all or any part of the
         Trust Assets, or (ii) insurance companies and/or contracts with or
         under which Trust Assets may be deposited.  Any contributions in kind
         during such a period shall be held by the Trustee without a duty to
         maximize income on that portion of the Trust Assets.  Upon the
         occurrence of a Change in Control, the Trustee shall have the sole
         investment responsibility of the Trust Assets and any appointment of
         an investment manager theretofore shall be considered terminated.

5.2      The Trustee shall be entitled to such compensation and fees for its
         services under this Trust Agreement as shall be set forth in its
         regular schedule of compensation and fees for trust services in effect
         at the time such compensation or fee is payable unless the Corporation
         and Trustee otherwise agree.  Such compensation, fees and
         reimbursement shall be paid to the Trustee by the Corporation
         directly; but if the Corporation shall fail to do so, the Trustee
         shall be entitled to withdraw all amounts to which it is entitled from
         the Trust Fund, to the extent the Trust Fund is sufficient, and to the
         extent the Trust Fund is not sufficient, the additional amounts due
         shall constitute a lien against the Trust Fund.  If the Trustee is
         paid from the Trust Fund, the Corporation shall reimburse the Trust
         Fund for any such payments.

5.3      The Trustee shall accept for deposit in the Trust Fund all
         contributions made by the Corporation under this Trust Agreement and
         shall promptly acknowledge receipt of same.  Prior to a Change in
         Control the Trustee shall have no responsibility to determine or to
         question the accuracy or correctness of any amounts so contributed and
         shall have no responsibility or liability for any failure of the
         Corporation to make contributions to the Trust Fund or any
         insufficiency of assets in the Trust Fund to pay Benefits when due.

5.4      In addition to the powers elsewhere conferred upon the Trustee under
         this Trust Agreement, the Trustee shall have the power and authority
         to:

         (a)     Sell, transfer, mortgage, pledge, lease or otherwise dispose
                 of, or grant options with respect to, all or any portion of 
                 the Trust Fund assets at public or private sale;

         (b)     Borrow funds to the extent temporarily required to make any
                 payment or investment authorized by this Trust Agreement;





                                       9
   10
         (c)     Except as provided in Section 5.5, exercise all rights of
                 ownership with respect to all stocks, securities and other
                 property owned by the Trust, including, without limitation,
                 the power and authority to exercise voting rights, to
                 participate in reorganizations, recapitalizations,
                 consolidations, mergers and similar transactions, and to
                 exercise any options, subscription rights and conversion
                 privileges;

         (d)     Perform all acts which the Trustee shall deem necessary or
                 appropriate to perform its duties and discharge its
                 responsibilities under this Trust Agreement.

5.5      Notwithstanding any other provision contained herein, in the event
         that the Trust Fund is invested in stock of the Corporation which is
         allocated to sub-accounts of Participants, prior to each annual or
         special meeting, the Corporation shall cause to be sent to each
         Participant whose sub-account is so credited, a copy of the proxy
         solicitation material therefore, together with a form requesting that
         each Participant give to the Trustee his confidential instructions
         with respect to the manner in which such shares of stock of the
         Corporation as are credited to his sub-account shall be voted by the
         Trustee.  Upon receipt of such instructions, the Trustee shall vote
         the shares as instructed.  Instructions received from individual
         Participants by the Trustee shall be held in the strictest confidence,
         shall not be divulged or released to any other person, including
         officers or employees of the Corporation.  The Trustee shall not vote
         stock of the Corporation so allocated with respect to which it does
         not receive instructions.  As of each Valuation Date and each date of
         record for any annual or special Corporation shareholder meeting, the
         Trustee shall report to the Corporation any Corporation stock holdings
         allocated to any sub-accounts.

5.6      The Trustee shall keep accurate and detailed accounts and records of
         all investments, receipts and disbursements, and other transactions of
         the Trust.  All accounts, books and records of the Trust shall be
         open, at all reasonable times, to inspection or audit by Participants
         and by any person designated by the Corporation.

5.7      The Trustee shall furnish to the Corporation within 60 days after each
         valuation, and in the event the Trust is terminated or a successor
         Trustee is appointed, within 60 days after such event, and at such
         other times as may be requested by the Corporation a statement of
         transactions which sets forth all opening and closing balances,
         purchases, sales, receipts, disbursements and other transactions
         involving the Trust since the date of the last statement of
         transactions of the Trustee (or covering such other period as may be
         specified by the Corporation).  Such statement of transactions shall
         contain an exact description and the cost shown on the books of the
         Trust and the fair market value as of the date shown on the books of
         the Trust and the fair market value as of the date of the





                                       10
   11
         statement of transactions, of all assets of the Trust.

5.8      The Trustee may consult with any legal counsel, including counsel to
         the Trustee, and (except following a Change in Control) counsel to the
         Corporation, with respect to the construction of this Trust Agreement,
         its duties hereunder, or any act which it proposes to take or omit,
         and shall not be liable for any action taken or omitted in good faith
         pursuant to such advice.  Expenses of such counsel shall be deemed to
         be expenses of management and administration of the Trust.

5.9      The Corporation shall certify to the Trustee the name or names of any
         person or persons authorized to act for the Corporation.  Such
         certification shall be signed by an appropriate officer.  Until the
         Corporation notifies the Trustee, in a similarly signed notice, that
         any such person is no longer authorized to act for the Corporation,
         the Trustee may continue to rely upon the authority of such person.

         The Trustee may rely upon any certificate, notice or direction of the
         Corporation which the Trustee reasonably believes to have been signed
         by a duly authorized officer or agent of the Corporation.

         Communications to the Trustee shall be sent in writing to the
         Trustee's office at 301 North Main Street, Winston-Salem, North
         Carolina 27150 or to such other address as the Trustee may specify.
         No communication shall be binding upon the Trustee until it is
         received by the Trustee and unless it is in writing and signed by an
         authorized person.

         Communications to the Corporation shall be sent in writing to the
         Corporation's principal office at 277 Park Avenue, New York, New York
         10172 Attn: Corporate Secretary, or to such other address as the
         Corporation may specify.  No communication shall be binding upon the
         Corporation until it is received by the Corporation.

5.10     The Corporation at any time may employ as agent (to perform any act,
         keep any records or accounts, or make any computations required of the
         Corporation by this Trust Agreement or the Plans) the corporation or
         association serving as Trustee hereunder. Nothing done by said
         corporation or association as such agent shall affect its
         responsibilities or liability as Trustee hereunder.


                                   ARTICLE VI

                       Resignation and Removal of Trustee
                       ----------------------------------

6.1      The Trustee may resign upon 90 days' prior written notice to the
         Corporation,





                                       11
   12
         except that any such resignation shall not be effective until
         the Corporation has appointed in writing a successor trustee, which
         must be a bank or trust company, acceptable to both the Trustee and
         the Corporation, and such successor has accepted the appointment in
         writing.  The Corporation shall make a good faith effort, following
         receipt of notice of resignation from the Trustee, to find and appoint
         a successor trustee who will adhere to the obligations imposed on such
         successor under the terms of this Trust Agreement, and in particular,
         but without limitation, the obligation to exercise judgement
         independent of the Corporation in the circumstances described in
         Section 4.3, and the Trustee shall condition its acceptance of such
         successor on the obtaining from such successor of a written statement
         that (i) the successor has read the Trust Agreement and understands
         its obligations thereunder, and (ii) that a "Chinese Wall", as that
         term is commonly understood in the banking community, exists between
         the successor's trust department and its banking department.

6.2      Subject to the provisions of Section 6.1 and the following paragraph,
         the Corporation may remove the Trustee upon 90 days' prior written
         notice to the Trustee, except that any such removal shall not be
         effective until (i) the close of such notice period, (ii) delivery by
         the Corporation to the Trustee of an instrument in writing appointing
         a successor trustee, which must be a bank or trust company, and (iii)
         the acceptance of such appointment in writing executed by such
         successor.

         Following a Change in Control, the Trustee may be removed by the
         Corporation, subject to the foregoing provisions, only with the
         written consent of a majority of Participants who, at the time such
         removal is sought, are listed on the Payment Schedule.  Upon its
         receipt by the Trustee of a written notice of removal, the Trustee
         shall be responsible for securing such consents in a timely fashion
         and, unless ordered by a court of a competent jurisdiction, shall not
         reveal to the Corporation or to any other person any information
         concerning such consents, except whether the required majority has
         been achieved.  Any notice sent to Participants by the Trustee
         canvassing the Participants as to their consent to removal of the
         Trustee, shall include (i) the name and address of the proposed
         successor, (ii) an acknowledgement that the successor has read the
         Trust Agreement and understands its obligations thereunder, and (iii)
         that a "Chinese Wall", as that term is commonly understood in the
         banking community, exists between the successor's trust department and
         its banking department.

6.3      All of the provisions set forth herein with respect to the Trustee
         shall relate to each successor with the same force and effect as if
         such successor had been originally names as the Trustee hereunder.





                                       12
   13
6.4      Upon the resignation or removal of the Trustee and appointment of a
         successor, the Trustee shall transfer and deliver the Trust Fund to
         such successor.  Following the effective date of the appointment of
         the successor, the Trustee's responsibility hereunder shall be limited
         to managing the assets in its possession and transferring such assets
         to the successor, and settling its final account.  Neither the Trustee
         nor the successor shall be liable for the acts of the other.


                                  ARTICLE VII

                       Duration and Termination of Trust
                       ---------------------------------


7.1      The Trust shall continue until all Benefits under the Plans have been
         paid.  After all such Benefits have been paid, the Trust shall
         terminate.

7.2      If the Trust terminates pursuant to the provisions of Section 7.1, the
         Trustee shall liquidate the Trust Fund and, after its final account
         has been settled, shall distribute to the Corporation the net balance
         of any assets of the Trust remaining after all Benefits and expenses
         have been paid.  Upon making such distribution, the Trustee shall be
         relieved from all further liability.  The powers of the Trustee
         hereunder shall continue so long as any assets of the Trust Fund
         remain in its hands.


                                  ARTICLE VIII

                       Claims of Corporation's Creditors
                       ---------------------------------


8.1      In the event that the Corporation becomes Insolvent, the assets of the
         Trust shall be held for the benefit of the general creditors of the
         Corporation (hereinafter referred to as "Bankruptcy Creditors").  The
         Corporation, by its chief executive officer and its Board of
         Directors, shall promptly notify the Trustee in the event that the
         Corporation becomes Insolvent.

8.2      If at any time the Corporation or a person claiming to be a creditor
         or the Corporation alleges in writing to the Trustee that the
         Corporation has become Insolvent, the Trustee shall within 30 days
         independently determine whether the Corporation is Insolvent and,
         pending such determination, the Trustee shall discontinue payments of
         Benefits under the Plans and this Trust Agreement, and shall hold the
         Trust Fund for the benefit of Bankruptcy Creditors.  The Trustee shall
         resume payments of Benefits under the Plans and this Trust Agreement
         only after the Trustee has determined that the Corporation is not
         Insolvent (or is no





                                       13
   14
         longer Insolvent, if the Trustee initially determined that the
         Corporation to be Insolvent) or upon receipt of an order of a court of
         competent jurisdiction requiring such payments.  In determining
         whether the Corporation is Insolvent, the Trustee may rely
         conclusively upon, and shall be protected in relying upon, court
         records showing that the Corporation is Insolvent, or a current report
         or statement from a nationally recognized credit reporting agency
         showing that the Corporation is Insolvent.  The Trustee shall have no
         duty or obligation to ascertain whether the Corporation is Insolvent
         unless and until it receives a writing that the Corporation is
         Insolvent as described in the first sentence of this Section 8.2.

         If the Trustee determines that the Corporation is Insolvent, the
         Trustee shall as soon as practicable thereafter invest all of the
         assets of the Trust Fund in short-term federal government securities
         or in a common fund invested in such securities.  The Trustee shall
         hold the Trust Fund for the benefit of the Corporation's Bankruptcy
         Creditors, and shall disburse assets from the Trust Fund only to
         satisfy such claims as a court of competent jurisdiction shall direct.

         If the Trustee discontinues payment of Benefits pursuant to the first
         paragraph of this Section 8.2 and subsequently resumes such payments,
         the first payment to a Participant following such discontinuance shall
         include an aggregate amount equal to the differences between the
         payments which would have been made to such Participant under this
         Trust Agreement but for this Section 8.2 and the aggregate payments
         actually made to such Participant by the Corporation pursuant to the
         Plans during any such period of discontinuance, plus interest on such
         amount at a rate equivalent to the net rate of return earned by the
         Trust Fund during the period of such discontinuance.  In the event
         that upon resumption of payments pursuant to the preceding sentence
         the assets of the Trust Fund are insufficient to pay Benefits in full,
         including Benefit payments discontinued under this paragraph, Benefit
         payments to Participants shall be prorated so as to equitably
         apportion assets of the Trust among all affected Participants.

8.3      In the event that an amount is paid from the Trust Fund to Bankruptcy
         Creditors of the Corporation, the Trustee shall demand that the
         Corporation deposit into the Trust Fund a sum equal to the amount paid
         by the Trust Fund to such Bankruptcy Creditors and, if such payment is
         not made within 90 days of such demand the Trustee shall take such
         action as it deems prudent or advisable to recover payment.





                                       14
   15
                                   ARTICLE IX

                                 Miscellaneous
                                 -------------


9.1      The Corporation acknowledges and agrees that it is the owner of the
         Trust for income tax purposes and that, as such, all income,
         deductions and credits of the Trust Fund belong to the Corporation and
         shall be included in the Corporation's income tax returns.  However,
         except as necessary to satisfy the obligation upon a distribution to
         withhold taxes and to pay over such withheld amounts to the
         appropriate taxing authorities, neither the Corporation nor the Trust
         shall have any obligation or liability for the payment of any income,
         estate, gift, or employment taxes payable by a Participant, or the
         estate of a Participant, with respect to Benefits or a sub- account
         maintained with respect to such benefits.

9.2      Nothing contained in this Trust Agreement shall modify, or be
         interpreted or construed to modify, the terms of any of the Plans.

9.3      This Trust is created and accepted in the State of North Carolina; and
         all questions pertaining to the validity or construction of this Trust
         Agreement and the acts and transactions of the parties hereto and
         their respective successors shall be determined in accordance with the
         laws of such state, except as to matters governed by federal law.

9.4      Nothing contained in this Trust Agreement shall create, or be
         construed or interpreted to create, any new or additional obligations
         on the part of the Corporation to retain any person in its employ or
         interfere in any way with the right of the Corporation to discharge
         any employee.

9.5      After a Change in Control, any dispute between a Participant and or
         the Corporation and the Trustee with respect to the interpretation or
         application of the provisions of this Trust Agreement regarding
         amounts payable from the Trust under a Plan shall be determined
         exclusively by binding arbitration in the city in which the principal
         office of the Trustee is located in accordance with the rules of the
         American Arbitration Association then in effect.  Judgment may be
         entered on the arbitrator's award in any court of competent
         jurisdiction.  All fees and expenses of such arbitration shall be paid
         by the Corporation and in the event that the Corporation refuses to so
         pay, the Trustee shall pay such fees and expenses as an expense of the
         Trust.

9.6      If any Participant to whom a benefit is payable under a Plan is unable
         to care for his affairs because of illness or accident, any payment
         due from the Trust (unless prior claims therefore shall have been made
         by a duly qualified guardian or other legal representative) may be
         paid to the spouse, parent, adult child, brother, or





                                       15
   16
         sister of the Participant, or any other individual in
         accordance with the terms of such Plan.

9.7      In the event that any provision of this Trust Agreement be determined
         by a court of competent jurisdiction to be unlawful or unenforceable,
         such determination shall not adversely affect the remaining provisions
         of this Trust Agreement, or the application of the remaining
         provisions, unless it shall make impossible the maintenance or
         operation of the Trust for its intended purposes.  To the extent any
         provision of this Trust Agreement is determined to be unlawful or
         unenforceable, this Trust Agreement shall be construed to be carried
         out to the fullest extent possible in a lawful and enforceable manner.

9.8      Corporation contributions to the Trust shall not constitute, or be
         deemed to be, salary or wages due Participants.

9.9      No contributions to the Trust Fund, and no Separate Account or
         sub-account under the Trust Fund, shall be subject, in any manner, to
         anticipation, alienation, sale, transfer, assignment, pledge,
         encumbrance or charge by, or with respect to, a Participant, and any
         attempt to do so shall be void; nor shall any such contributions,
         Separate Account, or sub-account be, in any manner, liable for or
         subject to the debts, contracts, liabilities, engagements or torts of
         any Participant.

9.10     This Trust Agreement may be executed in any number of counterparts,
         each of which shall be considered an original; and said counterparts
         shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the Corporation and the Trustee have entered into this
Trust Agreement as of the date first above written.



BORDEN, INC. ("Corporation")

                                  
By  S/S  Allan L. Miller             Title:  Senior V.P. - Chief Administrative Officer 
    ----------------------------             -------------------------------------------

And S/S James A. King                Title:  Asst. General Counsel  
    ---------------------------              -------------------------


WACHOVIA BANK OF NORTH CAROLINA, N.A.  ("Trustee")

By  S/S  Joe O. Long                 Title:  Senior Vice President
    -------------------------                -------------------------

And                                  Title:                         
    -----------------------------            -------------------------
SBTA93 16 17 EXHIBIT A Plans Covered: (Reference Section 1.2) 1. Borden, Inc. Executives Excess Benefits Plan. All benefits under the Plan. 2. Borden, Inc. Executives Supplemental Pension Plan. All benefits under the Plan. 3. Borden, Inc. Executive Family Survivor Protection Plan. All benefits under the Plan. 4. Borden, Inc. 1989 Management Incentive Plan* 5. Borden, Inc. 1984 Management Incentive Plan* 6. Borden, Inc. Profit Center Management Incentive Plan* 7. Borden, Inc. Corporate Staff Incentive Plan* 8. Written contractual agreements entered into at the time of hire of senior executies to supplement either pension or saving plan benefits beyond that provided for in the Borden, Inc. Executives Excess Benefits Plan or the Borden, Inc. Executives Supplemental Pension Plan. *Numbers 4 through 7 above only to the extent of awards granted and deferred in the form of phantom shares or actual shares of Borden, Inc. 18 EXHIBIT B 1. The Plans of the Corporation that shall constitute Exhibit B Plans are as follows: Borden, Inc. 1989 Management Incentive Plan, Borden, Inc. 1984 Management Incentive Plan, Borden, Inc. Profit Center Management Incentive Plan, Borden, Inc. Corporate Staff Incentive Plan, and Borden, Inc. Executive Supplemental Pension Plan, but only to the extent that shares of common stock of the Corporation are to be provided as Supplementary Company contributions under Section 3.2(a) of the Plan. 2. Notwithstanding any language in Article VIII to the contrary, any stock of the Corporation held as a Trust Asset for the purpose of funding distributions under one or more Exhibit B Plans shall, as of the date such distribution is to be made to a Participant under said Plan and from thence forward, be held for the sole benefit of the Participant, legal and equitable title to such stock shall pass to the Participant and such stock shall not be subject to the claims of any creditor of the Company, unless (i) the events described in Sections 8.1 or 8.2 of the Trust Agreement shall have occurred prior to the date of the proposed distributions, and (ii) the Corporation's Insolvency or the Trustee's determination of the Corporation's status (as the case may be) shall be continuing as of the date of the proposed distribution; provided, however, that any such distributions shall be subject to reduction by the amount of income tax withholding required by law. Promptly after such date the Trustee shall distribute such stock to the Participant, reduced as heretofore provided for income tax withholding, or, if the Participant directs, dispose of such stock in accordance with the provisions of Paragraph 4 of this Exhibit B. 3. Notwithstanding any language to the contrary in Section 5.1, 5.4, or 5.5 of the Trust Agreement or the instructions of any investment manager appointed pursuant to Section 5.1 of the Trust Agreement, the Trustee shall not be permitted to sell, transfer, mortgage, pledge, lease or otherwise dispose of, or grant options with respect to, any stock of the Corporation held as a Trust Asset for the purpose of funding distributions under one or more Exhibit B Plans, except as provided in Paragraph 4 of this Exhibit B. 19 4. Subject to the terms of the applicable Exhibit B Plan, the Trustee, if directed by the Participant, shall be permitted to sell, transfer, or otherwise dispose of the stock to which reference is made in Paragraphs 2 and 3 of this Exhibit B only on and after the date such stock would otherwise be distributed to a Participant. If the Trustee disposes of such stock, the proceeds of such sale, reduced by the amount of income tax withholding required by law, shall be promptly distributed to the Participant. - 2 - 20 EXHIBIT C Plans Covered: (Reference Section 1.2) 9. Borden, Inc. Total Family Protection Plan, but only to the extent of providing future medical and life benefits for any retiree of the Corporation and his or her beneficiaries and for any employee (and his or her beneficiaries) eligible to retire on the date of the Change In Control and only to the extent such benefits are not already funded under the Borden, Inc. Employees Retirement Income Plan. 10. Employment Contracts and arrangements of Borden, Inc. (hereinafter, "Employment Contracts") as follows: - The Core Management Arrangements dated March 15, 1988 or later for Core Management members appointed after that date. - The agreement of June 22, 1993 with A. S. D'Amato. - The agreement of June 24, 1993 with Ervin R. Shames. 11. The Borden, Inc. 1984 Stock Option Plan, as Amended* 12. The Borden, Inc. 1994 Stock Option Plan, as Amended* *Numbers 11 and 12 above only to the extent of providing funding for Stock Appreciation Rights outstanding as of a Change in Control. 21 EXHIBIT D Funding Guidelines: (Reference Section 3.4) 1. Borden, Inc. Executives Excess Benefits Plan a. With regard to Excess Benefits as defined in Section 3.1, the following actuarial assumptions: (i) The 1996 GAM Mortality Table (1983 GAM Mortality Table projected to 1996 with Scale H), blended 80% males, 20% females, and (ii) An interest rate, compounded monthly, equal to the yield of the most recently issued 30-year maturity U.S. Treasury issue as of the business day on which the valuation is performed as published in the Midwest edition of the WALL STREET JOURNAL, if the valuation is not performed on a business day, the immediately preceding business day yield shall be used. (iii) Commencement of benefits at the earliest permissible date as set forth in the Plan or, if later, the date as of which the valuation is performed. b. With regard to Excess Contributions as defined in Section 3.2, the assumption that the Excess Contributions Account is payable in a lump sum on the date as of which the valuation is performed. 2. Borden, Inc. Executives Supplemental Pension Plan a. With regard to Deferred Compensation as defined in Sections 1.9 and 3.2(b), the assumption that the Participant Deferred Account is payable on the date as of which the valuation is performed. b. With regard to Supplemental Benefits as defined in Section 3.1 and Special Supplemental Benefits described in Appendix A and Appendix B, paragraph 1, the following actuarial assumptions: (i) The 1996 GAM Mortality Table (1983 GAM Mortality Table projected to 1996 with Scale H), blended 80% males, 20% females, and 22 (ii) An interest rate, compounded monthly, equal to the yield of the most recently issued 30-year maturity U.S. Treasury issue as of the business day on which the valuation is performed as published in the Midwest edition of the WALL STREET JOURNAL, if the valuation is not performed on a business day, the immediately preceding business day yield shall be used, and (iii) Commencement of benefits at the earliest permissible date as set forth in the Plan or, if later, the date as of which the valuation is performed. c. With regard to Supplemental Company Contributions as defined in Section 3.2(a), the assumption that the Supplemental Company Contributions Account is payable in a lump sum on the date as of which the valuation is performed. 3. Borden, Inc. Executive Family Survivor Protection Plan a. With regard to Lump Sum Benefits as defined in Sections 3.1(a) and 3.2(a), the following actuarial assumptions: (i) The 1996 GAM Mortality Table (1983 GAM Mortality Table projected to 1996 with Scale H), blended 80% males, 20% females, and (ii) An interest rate, compounded monthly, equal to the yield of the most recently issued 30-year maturity U.S. Treasury issue as of the business day on which the valuation is performed as published in the Midwest edition of the WALL STREET JOURNAL, if the valuation is not performed on a business day, the immediately preceding business day yield shall be used. b. With regard to Monthly Benefits as defined in Sections 3.1(b) and 3.2(b), the following actuarial assumptions: (i) The 1996 GAM Mortality Table (1983 GAM Mortality Table projected to 1996 with Scale H), blended 80% males, 20% females, and (ii) An interest rate, compounded monthly, equal to the yield of the most recently issued 30-year maturity U.S. Treasury issue as of the business day on which the valuation is performed as published in the Midwest edition of the WALL STREET JOURNAL, if the valuation is not performed on a business day, the immediately preceding business - 2 - 23 day yield shall be used, (iii) No re-marriage assumption, (iv) Where marital status is unavailable, an assumption that medical coverage for more than only the employee implies that the employee is married, and that no medical coverage or medical coverage for the employee only implies that the employee is unmarried, and (v) Where the employee is, or is assumed to be, married and spouse's birth date is unavailable, an assumption that the male of a couple is three years older than the female of the couple. c. With regard to Disability Benefits as defined in Section 3.3, (i) An interest rate, compounded monthly, equal to the yield of the most recently issued 30-year maturity U.S. Treasury issue as of the business day on which the valuation is performed as published in the Midwest edition of the WALL STREET JOURNAL, if the valuation is not performed on a business day, the immediately preceding business day yield shall be used, and (ii) Rates of recovery and death according to the 1964 Commissioner's Disability Table, adjusted for the first year after disability based on recent experience of large insurance companies as reported in the Transactions of the Society of Actuaries. d. With regard to the Survivor Accumulation Account as defined in Section 3.4, the assumption that the Survivor Accumulation Account is payable in a lump sum on the date as of which the valuation is performed. e. With regard to the Medical Accumulation Account as defined in Section 3.4, the assumption that the Medical Accumulation Account is payable in a lump sum on the date as of which the valuation is performed. 4.-7. Incentive Plans listed in Exhibit A. The number of Borden, Inc. shares of common stock equal to the number of shares equivalents or actual shares deferred and previously granted plus, where the deferral provides for accumulation, accumulated dividends since grant. - 3 - 24 8. Supplements to pension or saving plan benefits. The assumptions for pension and savings plan benefits are those contained above in Section 2(b) and 2(c) respectively. 9. Borden, Inc. Total Family Protection Plan a. With regard to Life Insurance benefits, (i) The 1996 GAM Mortality Table (1983 GAM Mortality Table projected to 1996 with Scale H), blended 80% males, 20% females, and (ii) An interest rate, compounded monthly, equal to the yield of the most recently issued 30-year maturity U.S. Treasury issue of the business day on which the valuation is performed as published in the Midwest edition of the WALL STREET JOURNAL, if the valuation is not performed on a business day, the immediately preceding business day yield shall be used, b. With regard to Medical benefits, (i) The 1996 GAM Mortality Table (1983 GAM Mortality Table projected to 1996 with Scale H), blended 80% males, 20% females, and (ii) An interest rate, compounded monthly, equal to the yield of the most recently issued 30-year maturity U.S. Treasury issue as of the business day on which the valuation is performed as published in the Midwest edition of the WALL STREET JOURNAL, if the valuation is not performed on a business day, the immediately preceding business day yield shall be used. (iii) Current costs based on the prior two calendar years' actual claim experience, (iv) An annualized medical care trend rate of 2% in excess of the interest rate assumption and (v) Where coverage is for more than only the employee and spouse's birth date is unavailable, an assumption that the male of a couple is three years older than the female of the couple. - 4 - 25 10. Employment Contracts. In respect of persons who are parties to or beneficiaries under each Employment Contract (as defined in Exhibit C), the sum of the following amounts: a. Three Year Salary and Bonus. The sum of thirty-six times the sum of the highest monthly base salary paid to each Core member since the inception date of their Core Arrangement, plus three times the sum of the higher of the standard annual bonus or the last annual bonus awarded for the year prior to the Change in Control for each individual in the Core Management Group, plus three times the sum of the higher of the standard LTPIP allocation or the last LTPIP award for the year prior to the Change in Control for each individual in the Core Management Group. b. Benefits and Perquisites. Seventy percent (70%) of the base annual salary referred to in paragraph a. above. c. Excise Tax. The sum of a. through b. above multiplied by twenty percent (20%). d. Enforcement Fund. The sum of one-half the current base annual salary for all Core Management Group members as of the date of the Change in Control. 11.&12. Stock Option Plans listed in Exhibit C. The sum of the Market Price less the option price but not less than zero of Borden, Inc. common shares for each outstanding option SAR grant multiplied by the number of option SAR's outstanding in each such grant. "Market Price" to be the average of the high and low trade reported on the consolidated network on the Friday after the Change in Control. EFSPP12.93 - 5 -
   1



                                              Exhibit 10(xiv)(c)




                       SUPPLEMENT TO EMPLOYMENT AGREEMENT
                       ----------------------------------


          This SUPPLEMENT TO EMPLOYMENT AGREEMENT (this "Sup-
plement") is made and entered into as of the 9th day of Decem-
ber, 1993 (the "Effective Date") by and between Borden, Inc.
(the "Corporation"), a New Jersey corporation, and Anthony S.
D'Amato ("Executive").


          WHEREAS, Executive and the Corporation entered into
an Employment Agreement dated as of December 3, 1990, as
amended as of September 24, 1991 and further amended as of June
22, 1993, and as supplemented by the letter agreement dated
September 30, 1993 (as amended and supplemented, the "Employ-
ment Agreement"); and


          WHEREAS, the Board of Directors of the Corporation
has determined to terminate the Executive's employment without
cause as of the Effective Date, and the parties desire to sup-
plement the terms and conditions of the Employment Agreement
relating to the cessation of Executive's employment by the Cor-
poration and to deal with related matters in this Supplement;


          NOW, THEREFORE, in consideration of the mutual cov-
enants set forth below and other good and valuable consider-
ation, the receipt and sufficiency of which are hereby mutually
acknowledged, the parties hereto represent, warrant, covenant
and agree as follows:


          1.  Executive and the Corporation confirm that as of
the Effective Date, notwithstanding any public statements to
the contrary or any resignations executed by the Executive,
Executive's employment by the Corporation and each of its sub-
sidiaries including, without limitation, as Chairman, Chief
Executive Officer and Director of the Corporation has been ter-
minated by the Corporation without Cause and that such termina-
tion of employment is a "Termination" as defined in paragraph
5.03(a) of the Employment Agreement.


          2.  The Corporation shall pay all of the base salary
accrued to the Executive but unpaid through the Effective Date
on or before December 20, 1993, and shall, in accordance with
its existing policies, reimburse Executive for all expenses
incurred by him prior to the Effective Date promptly after sub-
mission thereof.


          3.  The payments made pursuant to Section
3.01(h)(i)(A) of the Employment Agreement shall be paid on the
first day of each month, in advance; provided that the payment
for the period from December 10, 1993 through December 31, 1993






   2


shall be made on or before December 20, 1993, to the extent not
previously paid.


         4.  To the extent that the Executive is called upon
to satisfy his obligations to the Corporation pursuant to Sec-
tion 3.01(b)(ii) of ths Employment Agreement, the Corporation
shall pay all expenses incurred by the Executive in connection
therewith including, but not limited to, transportation, meals,
lodging and legal fees and expenses.


         5.  In the event of a Change of Control prior to the
Terminal Date, the Corporation shall make s lump sum payment to
the Executive, or in the event of his death, his legal repre-
sentative, equal to the amounts payable but not yet paid pursu-
ant to Section 3.01(b)(i)(A); provided that for purposes of
determining the Executive's benefits under any benefit plans of
the Corporation, the Executive's compensation for the year of
the Change of Control and any relevant year thereafter shall be
deemed to be $900,000.


         B.  Section 3.01(b)(i) of the Employment Agreement
shall be amended by deleting the following text:


              "mitigated by deducting any compensation and
         pension benefits that the Executive may earn during
         the same period for personal services to others, and
         . . . and further offset by


              (II) 50% of social security benefits payable to
         or on behalf of the Executive for the period in which
         he or his legal repressntatives are receiving such
         payments,


         Provided, however, that in no event shall the Execu-
         tive (or his survivor) receive any pension service
         credit for any period aftsr the death of the Execu-
         tive. The foregoing offsets shall be calculated and
         determined by the Corporation's actuaries and compen-
         sation counsel."


              Section 3.01(b)(i) is further amended by adding
the following tsxt at the end thsreof:


         "Notwithstanding the foregoing, if there is a prepay-
ment or an accelerated payment of an accrued benefit relating
to the Executive's physical or mental incapacity that would
have been paid at a later date, such amount shall not be offset
hereunder."





                             -2-






   3



          7.  Sections 3.01(c) and (d) shall be deleted in
their entirety.


          8.  The Executive shall have no duty to mitigate dam-
ages to the Corporation as a result of this termination not to
make any effort to seek other employment.  Accordingly, Section
6 of the Employment Agreement shall be deleted in its entirety.


          9.  The entire unvested portion of any and all stock
options or restricted stock held by the Executive shall immedi-
ately become fully vested and exercisable.  Each such option
shall be exercisable until ths earlier of (i) October 31, 2o02
or (ii) the expiration of the option in accordance with its
terms.


          10.  In consideration for the Executive's waiver of
certain rights under the Employment Agreement, on or before
December 20, 1993, the Corporation shall pay Executive
$757,000.  This amount shall not constitute pensionable income
nor shall it be taken into account in determining amounts pay-
able to the Executive under the Corporation's benefit plans.


          11.  The Corporation shall promptly pay or reimburse
Executive for all legal and other reasonable fess and consult-
ing expenses incurred by him in connection with the preparation
and negotiation of this Supplement.


          12.  Section 8 of the Employment Agreement shall be
amended by changing the notice address for the Executive as
follows:


          To the Executive:      Anthony S. D'Amato
                                 250 Beacon Street
                                 Boston, MA 02116


          With a copy to:        Kenneth J. Novack, Esq.
                                 Mintz, Levin, Cohn, Ferris,
                                   Glovsky and Popeo, P.C.
                                 One Financial Center
                                 Boston, MA 02111



          13.  The Corporation intends to provide Executive
with continuing benefits through the Terminal Date consistent
with Executive's long service to the Corporation, including his
service as its Chairman and Chief Executive Officer.  Accord-
ingly, without limiting the generality of the foregoing, the
corporation shall provide Executive with ths following benefits
through October 31, 1997, or such earlier date specified below:




                             -3-






   4





          (a) Corporation-paid annual physical examinations.


          (b) Up to $15,000 per year for financial, tax and
estate planning and counseling.


          (c) $15,000 per year will be ressrved from the
Borden Foundation budget for Executive to designate grant re-
cipients. Notwithstanding Executive's designation of grant
recipients, the funds of the Borden Foundation will continue to
be administered in accordance with regular Foundation guide-
lines.


          (d) The Corporation will continue for Executive the
matching benefit program available to current active directors
for their own gifts to higher education or health institutions.


          (e) Until February 28, 1994 the Corporation shall
permit Executive to continue to use his office located in North
Andover, Massachusetts.  Thereafter, for two years after the
Effective Date, the corporation will pay for an office in a
location designated by Executive and secretarial support at an
expense not to exceed $30,000 per annum.


          (f) The Corporation shall pay the dues and expenses
(but not initiation fees) for the membership in and use of one
country club and one luncheon club of the Executive's choice.


          (g) Liability and umbrella insurance benefits compa-
rable to that provided to activs senior executives of the Cor-
poration, at the Corporation's expense.


          14.  Executive shall continue to have the exclusive
use of the apartments he currently uses in New York until the
earlier of the end of the lease term or August 31, 1994, and
Columbus through March 31, 1994. The Executive may, prior to
August 31, 1994, at his option acquire at book value any furni-
ture and furnishings locatsd in any of the Corporation's apart-
ments or offices used by the Executive immediatley prior to the
Effective Date. The Executive may at his option acquire, at a
price consistent with the Corporation's past practice for ter-
minated exscutives, ownership of the 1992 Cadillac Seville Ex-
ecutive is currently using in Columbus and the 1990 Buick Ex-
ecutive is currently using in North Andover.  Until October 31,
1997, the Corporation shall provide Executive with a car and
chauffeur whenever he, in the greater New York City metropoli-
tan area, is engaged in business, public or educational activi-
ties on behalf of, or related to, the Corporation.


          The Corporation shall pay all reasonable expenses
incurred by Executive in connection with Executive's removing



                             -4-






   5





his personal effscts from the Corporation offices and apart-
ments in New York and Columbus, including Executive's travel
expenses related thereto.


          15.  The Corporation has no present intention of
modifying so as to reduce the entitlement of Executive to in-
demnification under its By-Laws and, if it should do so, no
such modification shall rssult in Executive's entitlement to
indemnification being on terms and conditions which differ from
the entitlement to indemnification of other persons who were
directors and officsrs as of ths Effective Date.  For three
years following the Effective Date, the Corporation shall main-
tain in effect for the benefit of the Executive, Directors and
Officers Liability Insurance with respect to matters occurring
prior to the Effective Date no less favorable than for other
directors and officers of the Corporation who held office im-
mediately prior to the Effective Date.


          16.  All capitalized terms used but not defined
hersin shall have the meanings givsn in the Employment Agres-
ment.  Except as modified hereby, the Employment Agreement
shall continue in full force and effect; provided, however,
that if the terms of the Employment Agreement and this supple-
ment conflict, the terms of this Supplement shall govern.


          17.  The parties agree to take all action reasonably
necessary to effectuate the intent of this Supplement.


          18.  The Corporation represents that the execution
and delivery of this Supplement has been duly authorized by the
Corporation's Board of Directors, or an authorized committee
thereof, and constitutes its legal, valid and binding obliga-
tion, enforceable against it in accordance with its terms.


          19.  This Supplement may be executed in counterparts.





                                  -5-






   6





          IN WITNESS WHEREOF the parties hereto have executed
this Supplement as of the day and year first above written.


                                 CORPORATION:


                                 BORDEN, INC.



                                 BY:__________________________



                                 EXECUTIVE:



                                 _____________________________
                                 Anthony S. D'Amato
                                 





                          -6-






   1





                                                      Exhibit 10 (xiv)(e)



Description of Amended Employment  Agreement with E.R. Shames
- -------------------------------------------------------------

The Employment Agreement with Mr. Shames, as amended,  provides for a base
salary of $800,000;  a guaranteed annual incentive for 1993 of $200,000; 30,000
shares of restricted stock, one quarter of which vest each year over the next
four years, beginning July 1, 1994;  a 200,000 share option grant in 1993 at
$17.75 per share; and an option for 150,000 shares at $14.50 per share
consisting of a 100,000 share option originally promised for 1994 and
accelerating to 1994 a 50,000 share option originally promised for 1995.  In
addition, the agreement provides for grants on July 1, 1994 and January 2, 1995,
at market prices on those dates, of performance vesting options on 250,000
shares each grant, which can be exercised only after one year from the date of
grant and only after an average stock price of $21.50 and $25.00 respectively is
maintained for 20 consecutive trading days.  The restricted stock and option
grants are contingent upon shareholder approval of the 1994 Stock Option Plan
and, in the event such Plan is not approved by shareholders, the agreement
provides Mr. Shames with the economic equivalent of stock awards, other than the
performance vesting options. The agreement further provides that, if Mr. Shames
purchases stock at any one time prior to February 22, 1995, he shall receive
options to purchase two-times the number of shares purchased at the purchase
price, up to a maximum of 100,000 option shares.  Finally, the agreement
provides a supplemental pension benefit beginning at age 65 of $100,000
annually, continuing for the number of years of completed service, and for
payment, upon termination by the Company other than for cause, of a minimum     
annual compensation of $950,000 for three years following such termination.






   1

Exhibit 10 (xiv)(g)


Description of Amendment to Agreement with R.J. Ventres
- -------------------------------------------------------


    The Agreement with Mr. R. J. Ventres, former Chairman and CEO, which is
filed with the Company's 1991 Form 10-K Annual Report, was amended on December
22, 1993 to provide that the annual compensation provided for in the Agreement
would cease as of the end of April, 1994.





EX10XVII.EGB






   1
                                                 Exhibit 10(xiv)(i)




                                                 February 25, 1993


Jon G. Hettinger
Borden, Inc.
180  East Broad Street
Columbus, Ohio

Dear Jon:

This letter will confirm our discussions concerning your decision
to resign your positions with the Company, by mutual agreement.  It
will also serve to cover various related matters so there will be
no future confusion regarding them.

1.   The time between now and May 31, 1993, will serve as a notice
     period during which you will either take vacation or perform
     special assignments as requested.  Commencing June 1, 1993,
     through May 31, 1994, you will be an employee on limited
     service,  but will accrue no vacation rights during that
     period.   During this notice and limited service period, you
     will receive your regular salary of $15,416.67 semi-monthly
     (less normal deductions).  Should you, prior to June 1, 1994,
     accept other employment or embark upon a business venture as
     a principal, your employment status with the Company will
     cease at that time but,    subject to your obligations under
     paragraph 13 below, the payments under this paragraph 1 shall
     continue.

     In the event that by June 1, 1994, you have not secured other
     employment or embarked upon a business venture as a principal,
     your salary and status as a limited employee will be continued
     until the earlier of (a) your commencement of employment; (b)
     your commencement of a business venture as a principal; or (c)
     September 1, 1994.

2.   Effective immediately, you will resign your position as an
     officer and Executive Vice president of Borden, Inc.  by
     signing the attached resignation letter.






   2





                                                                               2
Jon G. Mettinger
February 25, 1993


3.   You understand that you will not participate in the annual
     Management Incentive plan, the 1992-94 long-term cycle or the
     1993-1995 cycle.  However, the stock options which you now
     hold will continue to be in effect until the date payments
     cease under paragraph 1 above, or until such earlier time as
     you are employed by another company.

4.   The Company will extend your Core benefits until August 31,
     1993, i.e., country club dues and luncheon club dues (but not
     expenses for non-Borden related items), and financial
     counseling and  home/auto  insurance  reimbursement.    Your
     parking privileges, medical accumulation and survivor income
     capital account will continue through May 31, 1993.  Your
     umbrella insurance benefit will continue through December 31,
     1993.  You will assume responsibility for your car phone
     expenses at the beginning of its next billing cycle.

5.   Your other regular employee benefits (medical, life, pension
     and savings plan) will continue until the earlier of the date
     payments cease under paragraph 1 above , or the date on which
     you commence other employment or commence a business venture
     as a principal.  However, you will not be eligible for salary
     continuance, long-term or short-term disability after May 31,
     1993.

6.   As special consideration to assist  you in locating a new
     position, and to defray the expenses you will incur for
     office, telephone and secretarial assistance, the Company will
     pay you a lump sum amount of $12,000, as soon as practicable.
     In addition, you will be permitted $10,000 for personal travel
     expenses or outplacement counseling in connection with a job
     search.   Requests for reimbursement for these latter items
     should be submitted on a regular expense form with
     accompanying receipts.

     You presently have Company computer equipment in your home.
     If the present value of that equipment is less than $4,000,
     you will retain it.  If the value exceeds $4,000, the Company
     will provide you with computer equipment up to that value.
     You will promptly return to the Company all of its books,
     records,  files, equipment or other property now in your
     possession.






   3





Jon G. Hettinger                                                 3
February 25, 1993


7.   You will transfer  to  the Company  the equity in your golf
     memberships at the Muirfield Golf Club and the New Albany
     Country Club as soon as practicable, but no later than August
     31, 1993.  You will transfer the equity in your membership in
     The Golf Club as of October 1, 1994, or, if you prefer, pay to
     the Company its value as of that time.

8.   In the event you decide to embark upon a business venture as
     a principal, the Company will, upon your request, pay all of
     the monies due you under paragraph 1 above, less $100,000, in
     a lump sum.  The balance of $100,000 will be paid to you on
     May 31, 1994, or earlier if mutually agreed.

9.   Under the Management Incentive Plan, you may have elected to
     defer incentive awards.    Deferred awards under the Plan, if
     any, will be paid to you consistent with the provisions of the
     Plan upon the completion of your limited service.

10.  You acknowledge executing a Security and Invention Agreement
     on May 2, 1973 (copy attached), and you agree to comply with
     the terms and conditions of that Agreement

11.  Because of the unusual arrangement being provided to you, we
     will expect and you agree, that you will conduct yourself in
     a manner which does not disparage Borden, Inc., its employees,
     officers, subsidiaries, and affiliates, and which is not
     contrary to the best interest of these organizations.  The
     Company,  through its Core Management and officers, will not
     disparage you.  This obligation will not be construed to
     prohibit the Company from making truthful statements about its
     business; nor shall it prohibit you from making truthful
     statements responsive to any statements made by the Company.

12.  You agree to be available, as reasonably necessary and upon
     reasonable notice, with no expense to yourself (expenses
     include transportation,    meals and lodging) for legal
     proceedings, whether administrative, civil, or criminal, if
     any, which are already pending or which may arise in the
     future with respect to events which occurred during your
     employment with Borden, Inc.  You further agree to assist and
     cooperate with Borden, Inc. in any such proceedings.






   4





                                                                4
Jon G. Hettinger
February 25, 1993


13.  As a former Executive Vice President and officer of Borden,
     Inc., your knowledge of our customers, markets and plans in
     all facets of the business is extensive and a valuable asset.
     Accordingly, you agree that until August 31, 1994, you Will
     not engage, without prior written consent of the Chief
     Executive Officer (not to be unreasonably withheld), directly
     or indirectly on your own account, or as agent, employee,
     partner, major stockholder or otherwise, in any of the
     following activities with respect to any product or service
     sold  by  Borden,   Inc.,  its  subsidiaries  or  affiliates
     (hereinafter "the Company") in any unit in which you were
     employed or for which you had any responsibility during the
     past two (2) years, or any product or service similar to,
     competitive with, or intended to compete with any product or
     service:

     a)   Sell, manufacture, distribute or solicit
          orders for any such product or service in any
          geographical   area   for  which  you   were
          responsible as a representative of the Company
          at any time during the two (2) years preceding
          this  agreement  or  engage  in any such
          activities in any other area where they result
          in or involve the shipment or delivery of such
          product to, or performance of such service in,
          any geographical area in which you acted as an
          employee of the Company at any time during
          such two (2) year period.

     b)   In any geographical area, solicit, sell or
          contact with a view to selling, any such
          product or service, any person, firm or
          corporation from whom you solicited any order
          directly or indirectly or otherwise dealt with
          on behalf of the Company at any time during
          the two (2) year period set forth above.

14.  This agreement is personal and not assignable by you.  In the
     event of your death during the term hereof, this agreement
     shall terminate as of the last day of the month during which
     your death occurred and your designated beneficiary, which may
     be a trust, or if none is so designated, your estate will be
     paid all monies due up through the month of your death, and,
     in addition, the balance of any of the pay due as noted in
     paragraph 1 above.  If that death occurs while you are still
     in an "employee" staus, your widow would be entitled to the
     benefits applicable to widows under the benefit plans in which
     you are participating at the time of your death.






   5





Jon G. Hettinger                                                 5
February 25, 1993


15.  In the event of a material breach of your obligation not to
     compete under this agreement you understand and agree to pay
     to Borden, Inc., any monies received under this agreement up
     to $400,000, and acknowledge that no further sums would be due
     hereunder.  This remedy is in addition to any remedy Borden,
     Inc. has to specifically enforce your agreement and is not to
     be construed as a limitation on its right to recover any
     greater amount of damage Borden can prove.

16.  We agree that this agreement and its attachments supersedes
     any and all other agreements relating to your employment with
     the Company including, but not limited to, your Core
     Arrangement, Team Agreement and Supplemental Benefits
     Agreement.  This agreement shall be governed by the laws of
     the State of Ohio and shall inure to the benefit of the
     successors and assigns of Borden, Inc.  Any provision of the
     agreement deemed by a court to be too broad to be legally
     enforced shall be modified but only to the extent required to
     be so legally enforceable.

17.  In consideration of these foregoing benefits provided to you,
     you hereby release and discharge Borden, Inc., its
     subsidiaries and affiliates, their officers, employees and
     agents from any and all current liabilities, claims for money,
     employment, re-employment, reinstatement and for any and all
     causes of action whatsoever which you may now have against
     them including those arising out of your employment, the
     termination thereof, or discrimination based on age,
     disability, race, sex or other reasons, except any vested
     pension rights which you may have acquired or as specifically
     noted herein; provided, however, that this release shall not
     be construed to prevent you from pursuing any rights you may
     have under the terms of any employee benefit plan to which you
     are a party and under ERISA; any rights you have to COBRA
     benefits; any rights you have to unemployment compensation;
     and any rights you have to enforce the terms of this letter.

18.  You affirm that you are entering into this agreement and
     release voluntarily in order to receive payments and other
     benefits described above.  You understand that  the Company
     would not make these payments or extend these benefits to you
     without your voluntary consent to this agreement.

19.  In making your decision, you recognize that you have the right
     to seek advice and counsel from others, including that of an
     attorney if you so choose.  You acknowledge that you have 21
     days within which to consider this offer.






   6



                                                                 6
Jon G. Hettinger
February 25, 1993


20.   You have seven calendar days from the date you sign this
      Agreement to cancel it in writing.  You also understand that
      this Agreement will not bind you or the Company until after
      the seven-day period you have to cancel.  No payments will be
      made under this Agreement until it becomes binding.  You maY
      cancsl this Agreement by signing the cancellation notice below
      (or by any other written signed notice) and delivering it to
      Borden, Inc. within seven days of your signing this Agreement.

I believe that this completely and accurately describes our
understanding and ask that you indicate your agreement by signing
the original of this letter and returning it to me.  I wish you
every success in your future endeavors.

                               For:  Borden, Inc.


                             By: ______________________
                                 A. S. D'Amato

Attachment

READ, UNDERSTOOD AND AGREED:


___________________________                  ________________
Jon G. Hettinger                                 DATE


                        CANCELLATION NOTICE

          (To cancel this Agreement, sign below and
          deliver this copy of the Agreement to the
          Company within seven (7) days of the date
          you signed the Agreement.)

          I hereby cancel this Agreement.

          ____________     _______________________
          (Date)                   (Signature).






   1





                                                              Exhibit 10(xiv)(j)

                                                             B O R D E N, I N C.



                                December 23, 1993

George J. Waydo
Borden, Inc.
180 East Broad Street
Columbus Ohio

Dear George:

This letter will confirm our mutual agreement concerning your
continued employment and future termination.  It will also serve
to cover various related matters so there will be no future
confusion regarding them.

1.  Effective immediately, you are relieved of your Snacks
    and International Foods day-to-day responsibilities.
    Your new title will be Vice President, Borden, Inc.  In
    this new position, which reports directly to the
    President, Chief Executive Officer, your primary
    responsibility will be to sell Borden Japan, and you
    will diligently devote your efforts to this project.
    You may also be assigned responsibility for other
    International portfolio actions, or other special
    assignments.

2.  You will continue in these assignments through April
    30, 1994.  These assignments may, by mutual consent, be
    extended. If no extension is made, your termination
    date will be April 30, 1994.  Your employment may not
    be terminated prior to that date for any reason other
    than for "cause" and your employment shall be deemed to
    have been terminated for "cause" only if termination of
    employment by the Company shall have taken place as a
    direct result of an act or acts (i) of dishonesty
    constituting a felony and resulting or intended to
    result directly or indirectly in gain or personal
    enrichment at the expense of the Company to which you
    are not legally entitled, (ii) such as to cause
    intentional material harm to the Company, (iii)
    materially impairing the reputation of the Company,
    (iv) materially interfering with the operations of the
    Company, or (v) that materially breach this agreement.






   2





George J. Waydo
Page 2.


     Anything in this paragraph 2 or elsewhere in this
     agreement to the contrary notwithstanding, your
     employment shall in no event be considered to have been
     terminated by the Company for "cause" if termination of
     your employment took place (i) as the result of bad
     judgement or an act of ordinary negligence on your
     part, (ii) because of an act or omission believed by
     you in good faith to have been in or not opposed to the
     interests of the Company, or (iii) because of an act or
     omission in respect of which a determination could
     properly be made that you met the applicable standard
     of conduct prescribed for indemnification or
     reimbursement or payment of expenses under (A) the by-
     laws of the Company, (B) the laws of the State of New
     Jersey, or (C) the directors' and officers' liability
     insurance of the Company, in each case either as in
     effect at the time of this agreement or in effect at
     the time of such act or omission.

     To aid you during this four-month assignment, and any
     subsequent extension, you will have the assistance of
     Ms. Judy Moehl and, the time of Mr. Michael Miller
     necessary to work on the Japan project only.  Mr.
     Miller will otherwise report to Mr. Dan O'Riordan.  If
     either of these employees should transfer or terminate
     during the four months or extended period, we will
     provide comparable skilled assistance.  You may
     continue to use your present office during this period,
     plus any authorized extension of employment.

3.   Following termination, you will be paid all monies due you
     from your Medical and Survivor Accumulation Accounts, and
     your Executive Supplemental Pension Plan, in accordance with
     those plans.  To assist you in understanding this agreement
     a schedule of your estimated benefit amounts is attached.
     Parking privileges, will be extended 3 months following
     termination. Reimbursement on any unpaid 1994 financial
     counselling, regular club dues for the Columbus Athletic
     Club and the Catawba Island Club, and home/auto insurance is
     available to you through December 31, 1994.    You agree to
     then return these club memberships/sale receipts to Borden,
     Inc. promptly after December 31, 1994.  Your umbrella
     insurance benefit will continue through December 31, 1994.

     Borden, Inc. will provide you with notice and termination
     pay totaling $352,000.  Payments will be at the gross rate
     of $14,667 semi-monthly for 12 months following termination.
     Statutory taxes and deductions for any monies due Borden,
     Inc. will be made from these payments.






   3





George J. Waydo
Page 3.


     In the event you embark upon a business venture as a
     principal, the Company will, upon your request, pay any
     remaining monies due you under this paragraph 3 in a
     lump sum less $50,000.  The balance of $50,000 will be
     paid to you on the last day of your severance period,
     i.e. April 30, 1995 if your employment is not extended.

4.   Effective immediately, you will resign your position as an
     officer of Coco Lopez U.S.A., Inc.

5.   You understand that you will not participate in the annual
     Management Incentive Plan, the 1992-94 long-term cycle or
     the 1993-95 cycle, unless your active employment is extended
     through December 31, 1994.

6.   Your other regular employee benefits (medical, life, pension
     and savings plan) will cease on your termination date except
     that, if you wish, Borden will extend your active
     medical/dental coverage only, including prescription drugs,
     for 12 months, at normal contributions.  You would then be
     eligible for COBRA for an additional six months.  At that
     time you would be eligible to convert to the conversion
     policies then offered to terminating employees generally.

     We are agreeable, as an option to this medical
     extension which you must elect prior to your
     termination date, to pay Metropolitan Life Insurance
     Corporation up to $30,000 to convert you to a private
     medical plan similar to Borden's, if such a conversion
     plan is available upon your termination.  In such
     event, you would be responsible to make necessary
     premium payments following the conversion.  The
     proposed policy provides that it will be renewed until
     the earliest of: (a) the Medicare eligibility date of
     you or your spouse whoever is younger; (b) that
     person's 65th birthday; or (c) the date Metropolitan
     refuses to renew this policy.  Metropolitan cannot
     refuse renewal on an individual basis.  Metropolitan
     can refuse renewal only on a class basis or on a
     statewide basis.  If Metropolitan refuses to renew your
     policy, however, they will continue to pay benefits for
     a total disability that started before the termination
     date until the earliest of: (a) the end of the
     disability, (b) the end of the calendar year, or (c)
     the date the Maximum Aggregate Benefit ($1,000,000) is
     incurred.






   4





George J. Waydo
Page 4.


     In the event you become disabled while under your present
     disability plans and prior to your termination date, any
     monies paid you as Salary Continuance and Long-Term
     Disability will be deducted from the notice and termination
     pay described above.

7.   As special consideration to assist you with travel expense
     in locating a new position following termination, and to
     defray the expenses you will incur for office, telephone and
     secretarial assistance, the Company will reimburse you on an
     accountable basis for job search costs.  Requests for
     reimbursement for these items should be submitted on a
     regular expense form with accompanying receipts.  As further
     consideration to you, Borden, Inc. will provide additional
     monies to you in the form of cash or benefits to include but
     not be limited to such categories as career-testing,
     training, relocation, outplacement firm assistance,
     medical/dental payments, or additional notice pay.  Where
     required by law, statutory deductions will be made from
     these monies.  The total for these reimbursements, cash or
     benefits under this paragraph 7 will not exceed $50,000 over
     30 months from date of termination.

8.   You have until your termination date to exercise eligible
     stock options within the terms of the options.

9.   Under the Management Incentive plan, you may have elected to
     defer incentive awards.  Deferred awards under the plan, if
     any, will be paid to you consistent with the provisions of
     the Plan.

10.  You acknowledge executing a Security and Invention
     Agreement, and you agree to comply with the terms and
     conditions of that Agreement.

11.  Because of the unusual arrangement being provided to you, we
     will expect and you agree, that you will conduct yourself in
     a manner which does not disparage Borden, Inc., its
     employees, officers, subsidiaries, and affiliates, and which
     is not contrary to the best interest of these organizations.
     The Company, through its Core Management and officers, will
     not disparage you.  This obligation will not be construed to
     prohibit the Company from making truthful statements about
     its business; nor shall it prohibit you from making truthful
     statements responsive to any statements made by the Company
     or in response to legal process.

12.  You agree to be available, as reasonably necessary and upon
     reasonable notice, with no expense to yourself, for legal
     proceedings, whether administrative, civil or criminal, if
     any, which are already pending or which may arise in the
     future with respect to events which occurred during your
     employment with Borden, Inc.  You further agree to assist
     and cooperate with Borden, Inc. in any such proceedings.






   5





George J. Waydo
Page 5.


13.  As a former Executive Vice President end officer of Borden,
     Inc., your knowledge of our customers, markets and plans in
     all facets of the business is extensive and a valuable
     asset.  Accordingly, you agree that for 12 months following
     your termination, you will not engage, without prior written
     consent of the Chief Executive Officer (not to be
     unreasonably withheld), directly or indirectly on your own
     account, or as agent, employee,partner, major stockholder or
     otherwise, in any of the following activities with respect
     to any product or service sold by Borden, Inc., its
     subsidiaries or affiliates (hereinafter "the Company") in
     any unit in which you were employed or for which you had
     responsibility during the past two (2) years, or any product
     or service similar to, competitive with, or intended to
     compete with any product or service:

     a)   Sell, manufacture, distribute or solicit orders for any
          such product or service in any geographical area for
          which you were responsible as a representative of the
          Company at any time during the two (2) years
          preceding this agreement or engage in any
          such activities in any other area where they
          result in or involve the shipment or delivery
          of such product to, or performance of any
          service in, any geographical area in which
          you acted as an employee of the Company at
          any time during such two (2) year period.

     b)   In any geographical area, solicit, sell or contact,
          with a view to selling any such product or service, any
          person, firm or corporation from whom you solicited any
          order directly or indirectly or otherwise dealt with on
          behalf of the Company at any time during the two(2)
          year period set forth above.

14.  This agreement is personal and not assignable by you.  In
     the event of your death during the term hereof, this
     agreement shall terminate as of the last day of the month
     during which your death occurred and your designated
     beneficiary (which may be a trust, or if none is so
     designated, your estate) will be paid all monies due up
     through the month of your death and, in addition, the
     balance of any of the pay due as noted in paragraph 3 above.
     If that death occurs while you are still in an "employee"
     status, your widow would be entitled to the benefits
     applicable to widows under the benefits plans in which you
     are participating at the time of your death.






   6





George J. Waydo
Page 6.


15.  In the event of a material breach of your obligation not to
     compete under this agreement, you understand and agree to
     pay to Borden, Inc., any monies received under this
     agreement up to $400,000, and acknowledge that no further
     sums would be due you hereunder.  This remedy is in addition
     to any remedy Borden, Inc. has to specifically enforce your
     agreement and is not to be construed as a limitation on its
     right to recover any greater amount of damage Borden can
     prove.

16.  We both agree that this agreement and its attachments
     supersedes any and all other agreements relating to your
     employment with the Company including, but not limited to,
     your Core Arrangement (dated March 15, 1988), Team Agreement
     and Supplemental Benefits Agreement.  This agreement shall
     be governed by the laws of the State of Ohio and shall inure
     to the benefit of the successors and assigns of Borden, Inc.
     Any provision of the agreement deemed by a court to be too
     broad to be legally enforced shall be modified but only to
     the extent required to be so legally enforceable.  If during
     your continued active employment any individual or group
     acquires 15% of the Common Stock of the Company (excluding
     for this purpose any acquisition of such Common Stock by the
     Company) and such stock is held for 30 days, the CEO, solely
     at his discretion, and based on your performance relative to
     selling Borden Japan, may permit you to qualify for the
     employment extension arrangement outlined in 2 (a) of your
     cancelled Core Arrangement letter dated March 15, 1988.

17.  In consideration of these foregoing benefits provided to
     you, you hereby release and discharge Borden, Inc., its
     subsidiaries and affiliates, their officers, employees and
     agents from any and all current liabilities, claims for
     money, employment, re-employment, reinstatement and for any
     and all causes of action whatsoever which you may now have
     against them including those arising out of your employment,
     the termination thereof, or discrimination based on age,
     disability, race, sex or other reasons, except any vested
     pension rights which you may have acquired; provided,
     however, that this release shall not be construed as
     preventing you from pursuing any rights you have to enforce
     the terms of this agreement.

18.  You affirm that you are entering into this agreement and
     release voluntarily in order to receive payments and other
     benefits described above.  You understand that the Company
     would not make these payments or extend these benefits to
     you without your voluntary consent to this agreement.

19.  In making your decision, you recognize that you have the
     right to seek advice and counsel from others, including that
     of an attorney if you so choose. You acknowledge that you
     have until January 28, 1994 to consider this offer.






   7





George J. Waydo
Page 7.


20.  You have seven calendar days from the date you sign this
     agreement to cancel it in writing.  You also understand that
     this agreement will not bind you or the Company until after
     the seven-day period you have to cancel.  No payments will
     be made under this agreement until it becomes binding.  You
     may cancel this agreement by signing the cancellation notice
     below (or by any other written signed notice) and delivering
     it to Borden, Inc. within seven days of your signing this
     agreement.

George, I believe this completely and accurately describes our
understanding and ask that you indicate your agreement by signing
the original of this agreement and returning it to me.

               For Borden, Inc.


                    /S/ Allan L. Miller
               By: ______________________________
                    Allan L. Miller


Attachment

READ, UNDERSTOOD AND AGREED:


/S/ George J. Waydo             December 23, 1993
___________________________     __________________
George  J. Waydo                Date




               CANCELLATION NOTICE

     (To cancel this agreement, sign below and deliver this
     copy of the agreement to the Company within seven (7)
     days of the date you signed the agreement).

     I HEREBY CANCEL THIS AGREEMENT.


     ______________________     _____________________
     (DATE)                     (SIGNATURE)






   1
                                                                      EXHIBIT 12

                                  BORDEN, INC.
                       RATIO OF EARNINGS TO FIXED CHARGES
                       ----------------------------------
                                 (IN MILLIONS)


FOR THE YEAR ENDED DECEMBER 31, ---------------------------------------------------------------- 1993 1992 1991 1990 1989 ------- ------- ------- ------- ------- (LOSS) INCOME FROM CONTINUING OPERATIONS $ (56.9) $ (38.7) $ 279.9 $ 291.5 $ (39.3) INTEREST EXPENSE 125.1 116.6 167.0 155.5 128.8 INTEREST PORTION OF RENTS 22.0 21.5 22.2 20.9 19.7 TAXES ON INCOME (27.2) 14.2 151.3 168.8 76.0 MINORITY INTEREST IN INCOME OF CONSOLIDATED SUBSIDIARIES 40.7 39.7 2.8 2.8 .8 UNDISTRIBUTED INCOME OF EQUITY AFFILIATES (11.3) (8.7) (17.4) (12.4) (4.0) AMORTIZATION OF CAPITALIZED INTEREST 4.6 4.4 4.7 4.3 4.2 ------- ------- ------- ------- ------- $ 97.0 $ 149.0 $ 610.5 $ 631.4 $ 186.2 ======= ======= ======= ======= ======= GROSS INTEREST: INTEREST EXPENSE $ 125.1 $ 116.6 $ 167.0 $ 155.5 $ 128.8 CAPITALIZED INTEREST 1.2 3.1 9.8 4.5 2.2 INTEREST PORTION OF RENTS 22.0 21.5 22.2 20.9 19.7 ------- ------- ------- ------- ------- $ 148.3 $ 141.2 $ 199.0 $ 180.9 $ 150.7 ======= ======= ======= ======= ======= RATIO OF EARNINGS TO FIXED CHARGES * 1.1:1 3.1:1 3.5:1 1.2:1 ======= ======= ======= ======= ======= * For the year ended December 31, 1993, fixed charges exceeded earnings by $51.3 million.
   1
1993 FINANCIAL REVIEW

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

OVERVIEW

In December 1993 the Company recorded a pretax charge of $752.3 million to
provide for a business divestiture and restructuring program. The program
involves the divestment of North American snacks, seafood, jams and jellies,
and other businesses not specified for competitive reasons, for which a pretax
charge of $637.4 million, $490.0 million after tax, was recorded for estimated
losses on disposal. The businesses to be divested had 1993 net sales of $1.194
billion, or 17.8% of total 1993 sales. The program also involves an
organizational restructuring designed to achieve cost reductions for which a
pretax charge of $114.9 million was recorded. See the Restructuring Charges
section below for further discussion.

     These actions were considered necessary as a result of continued declines
in operating results of the discontinued operations and the need to reduce the
Company's overhead in light of the downsizing.

     The operating results for the businesses being divested and the estimated
losses on disposal have been segregated and reported net of tax as discontinued
operations for all three years presented in the Consolidated Statements of
Income.

     The Company anticipates that the sale of these businesses will be
completed by the end of 1994. Proceeds from the sale of the operations will be
used primarily to reduce debt.

     The 1993 divestment and restructuring program, which is being implemented
by a largely new management team, is intended to reverse the deterioration in
the Company's operating performance during recent years. Management anticipates
that the divestment portion of the program will favorably impact overall 1994
and subsequent results by the elimination of losses from discontinued
operations and, to a lesser extent, due to cost reductions from the
restructuring portion of the program. Although there can be no assurance as to
the final results of the restructuring program, 1994 results from continuing
operations are expected to improve over 1993, after a marginally profitable
first quarter. The success of the restructuring program will require the
completion of many steps, including achieving multiple divestments at
anticipated prices, reducing costs throughout the Company, and reversing the
poor sales and income performance of domestic dairy and pasta. Based on early
1994 results, the franchises and cost positions of our dairy and pasta
businesses appear to be strengthening. However, the economic improvement from
these businesses has been less than previously anticipated.

     Net assets of $222.2 million related to the discontinued operations have
been segregated in the December 31, 1993 Consolidated Balance Sheet. This
amount consists primarily of working capital, property, plant and equipment,
and intangibles, net of the estimated losses on disposal.

     Also in fourth quarter 1993, the Company recorded a pretax charge of $94.1
million for asset writedowns and changes in accounting estimates primarily
relating to the cost of consumer and trade promotions. In addition, fourth
quarter 1993 results include a pretax gain of $14.8 million on the sale of a
European packaging operation. The charge is recorded in cost of goods sold and
in marketing, general and administrative expenses in the Consolidated Statement
of Income, while the gain on the sale is included in other income.

     In 1993 the Company adopted Statement of Financial Accounting Standard
(SFAS) No. 112, "Employers' Accounting for Postemployment Benefits,"
retroactive to January 1, 1993. The cumulative effect of the accounting change
reduced first quarter and 1993 net income by $18.0 million, or $.13 per share.
First quarter operating results have been restated for the cumulative effect of
the change. The accounting change had no significant effect on 1993 income
before cumulative effect of accounting changes.

     As a result of the charges and the effect of the accounting changes, the
Company reported a restated 1993 net loss of $630.7 million, or $4.47 per
share, compared to a restated 1992 net loss of $364.4 million, or $2.54 per
share. The 1992 results include a restated pretax restructuring charge of
$377.2 million to cover costs of a companywide restructuring program.





18
   2
     During 1992 the Company adopted SFAS No. 106 "Employers' Accounting for
Postretirement Benefits Other Than Pensions" and No.  109 "Accounting for
Income Taxes." These accounting changes reduced 1992 net income before the
cumulative effect of accounting changes by $8.1 million, or $.06 per share. The
cumulative effect of the accounting changes as of January 1, 1992  reduced 1992
net income by $229.0 million, or $1.60 per share.

     Net income for 1991 was $294.9 million, or $2.00 per share, and included a
restructuring charge of $71.6 million, $44.0 million after tax, or $.30 per
share.

RESTATEMENT AND RECLASSIFICATION

Following communications with the Securities and Exchange Commission concerning
the 1992 restructuring charge, the Company has reclassified and restated $264.8
million of the 1992 restructuring charge. Of this amount, $145.5 million was
reclassified from restructuring into operating expense in the 1992 financial
statements and had no effect on the net 1992 results of operations. The
reclassification included marketing, environmental and litigation accruals and
asset writeoffs. The remaining $119.3 million was reversed to 1992 income. It
included $59.8 million of business integration, marketing and data system
reorganization costs which were recorded as 1993 expenses and $59.5 million of
1992 restructuring programs that have been cancelled.

     In connection with the 1992 restatement, a loss of $17.2 million, $10.8
million after tax, relating to debt retirement costs was reclassified out of
restructuring and presented as an extraordinary item.

     As a result of the restatement the 1993 net loss increased $37.1 million,
or $0.26 per share, and the 1992 net loss decreased $75.2 million, or $0.53 per
share, $86.0 million, or $0.60 per share, before extraordinary item, as
compared to the originally reported results. Shareholders' equity increased by
$38.1 million and $75.2 million at December 31, 1993 and 1992, respectively.

RESTRUCTURING CHARGES

Following is a schedule of restructuring reserve balances at the end of the
last three years by major component and the amounts charged to income:

Balances at December 31, Charge to ----------------------------- (In millions) Income 1993 1992 1991 - --------------------------------------------------------------------------------- 1993 RESTRUCTURING: Business Re-engineering . . . . . $ 90.6 $ 89.0 Business Divestitures . . . 16.3 16.3 Closure and Consolidation . . . . . . 8.0 8.0 ------ ------ ------ ------ 114.9 113.3 0.0 0.0 ------ ------ ------ ------ 1992 RESTRUCTURING: Business Re-engineering . . . . . 46.4 6.8 $ 44.1 Business Divestitures . . . 161.5 11.8 71.7 Closure and Consolidation . . . . . . 169.3 14.0 73.6 ------ ------ ------ ------ 377.2 32.6 189.4 0.0 ------ ------ ------ ------ 1991 RESTRUCTURING: Business Re-engineering . . . . . 27.8 $ 14.0 Closure and Consolidation . . . . . . 43.8 11.0 ------ ------ ------ ------ 71.6 0.0 0.0 25.0 ------ ------ ------ ------ Total Reserves . . . . . . $563.7 $145.9 $189.4 $ 25.0 ====== ====== ====== ====== - ---------------------------------------------------------------------------------
The 1993 restructuring charge of $114.9 million consists of three parts. The business re-engineering is primarily $76.5 million of severance and other personnel costs relating to the reduction of approximately 1,800 employees as a result of an administrative downsizing. Additionally, it includes $14.1 million to reorganize dairy operations by closing certain administrative centers and writing off certain assets. Business divestitures represents an increase in the estimated costs to divest an international operation which was provided for in the 1992 restructuring reserve. The change in estimate for this divestiture is primarily related to the additional time required to dispose of the operation which is now expected to occur in mid-1994 and recent unfavorable exchange rates. Closure and consolidation costs of $8.0 million were provided for the expected loss on divestiture of a small operation. The 1992 restructuring charge of $377.2 million, includes $79.4 million related to discontinued operations which is included in the loss from discontinued opera- 19 3 tions in the Consolidated Statements of Income. The charge includes changes in estimates of $19.8 million for idle property and workers' compensation costs associated with locations closed in the 1989 and 1991 restructuring reserves. The 1992 reserve has a balance of $32.6 million at December 31, 1993. The $6.8 million reserve balance for business re-engineering costs represents relocation costs for personnel, while the charges of $37.3 million in 1993 were comprised of data system write-offs, personnel relocation costs, packaging write-offs and packaging standardization. The business divestitures balance of $11.8 million is related to final costs associated with the divestitures of Deran, Laura Scudder's, Southwest Snacks and an international operation. Business divestiture charges of $59.9 million in 1993 primarily related to these divestitures and to the operating losses of an international operation which is being sold as part of the 1992 restructuring program and is expected to be sold in 1994. The $14.0 million balance for closures and consolidations relates to several facilities which are in the process of being closed. The 1993 charges totaled $59.6 million and relate to closures of individual facilities, carrying costs of property held for sale and workers' compensation claims for closed facilities. All of the 1992 restructuring charges will be completed during 1994. The 1991 restructuring charge of $71.6 million, of which $4.4 million relates to discontinued operations, had a balance of $25.0 million at December 31, 1991. This program, which was completed in 1992, covered business reorganization costs, as well as severance, relocation and other employee-related expenses. Cash spending in 1993 relating to the 1993 and 1992 restructuring programs was $62.4 million. The 1993 pretax income benefit from the 1992 restructuring approximated the amount of spending. Cash spending in 1993 of $10.8 million related to discontinued operations and will produce no future income benefits. Of the remaining $113.3 million 1993 reserve, $98.3 million represents cash charges, the majority of which are expected to be incurred in 1994. Personnel and related costs are expected to be reduced in excess of $75.0 million annually beginning in late 1994 because of the employee terminations from the 1993 and 1992 restructuring programs. There are no significant offsetting expenses to these savings. RESULTS OF CONTINUING OPERATIONS A three year comparison of division sales and operating income is presented on page 21. Net sales in 1993 decreased 6.2% to $5.506 billion from $5.872 billion in 1992. Net sales in 1992 decreased 0.9% from $5.924 billion in 1991. The 1991-1993 restructuring charges are allocated by division as follows:
(In millions) 1993 1992 1991 - -------------------------------------------------------------------------- North American Foods . . . . . . . $ 22.1 $ 161.5 $ 29.8 International Foods . . . . . . . . 16.3 54.2 18.9 Packaging and Industrial Products . 55.0 12.5 ------- ------- ------ 38.4 270.7 61.2 Not allocable to divisions . . . . 76.5 27.1 6.0 ------- ------- ------ 114.9 297.8 67.2 Income tax effect . . . . . . . . . 37.5 65.0 26.0 ------- ------- ------ Charges, net of tax . . . . . . . . $77.4 $ 232.8 $ 41.2 ======= ======= ====== - --------------------------------------------------------------------------
The loss from continuing operations was $56.9 million in 1993 and $38.7 million in 1992, versus income of $279.9 million in 1991. Excluding the charges, income from continuing operations was $20.5 million, $194.1 million and $321.1 million in 1993, 1992 and 1991, respectively. Division operating income included pretax restructuring charges of $38.4 million, $270.7 million and $61.2 million in 1993, 1992 and 1991, respectively. 1993 division operating income decreased 17.0% to $194.3 million from $234.0 million in 1992, while 1992 decreased 61.9% from $614.7 million in 1991. Excluding the charges, 1993 operating results decreased 53.9% and 1992 results decreased 25.3% from the respective prior years. A significant portion of the Company's operating income is generated by foreign operations and can be affected by currency fluctuations. Most of this exposure is attributable to the translation of income generated by these foreign operations in their functional currency; functional currency operating results are not hedged. When appropriate, the Company will hedge cash flow transaction exposures, including hedging of cash flows related to exports or imports denominated in currencies different from the functional currency of the operating unit. The effect of changes in foreign currency exchange rates adversely impacted sales and division operating income in 1993 compared to 1992. Had exchange rates remained unchanged from the prior year, sales and operating income in 1993 would have been approximately $140 million and $30 million higher, respectively. The effect of changes in foreign currency exchange rates was not significant when comparing 1992 to 1991 results. 20 4 BORDEN, INC. THREE YEAR COMPARISON OF DIVISION SALES AND OPERATING INCOME
Year Ended (Dollars in millions) December 31, 1993 1992 1991 - -------------------------------------------------------------------------------------------------------------------- DIVISION SALES North American Foods . . . . . . . . . . . . . $2,671.5 48% $3,039.0 52% $3,085.9 52% International Foods . . . . . . . . . . . . . . 930.4 17 951.9 16 967.0 16 Packaging and Industrial Products . . . . . . . 1,904.4 35 1,880.8 32 1,871.2 32 -------- --- -------- --- -------- --- Total . . . . . . . . . . . . . . . . . . . $5,506.3 100% $5,871.7 100% $5,924.1 100% ======== === ======== === ======== === DIVISION OPERATING INCOME (LOSS) North American Foods . . . . . . . . . . . . . $ (24.4) (12)% $ 49.8 21% $ 337.3 55% International Foods . . . . . . . . . . . . . . 51.0 26 41.8 18 90.5 15 Packaging and Industrial Products . . . . . . . 167.7 86 142.4 61 186.9 30 -------- --- -------- --- -------- --- Total . . . . . . . . . . . . . . . . . . . 194.3 100% 234.0 100% 614.7 100% === === === Discontinued operations, net of tax . . . . . . (555.8) (85.9) 15.0 Other income and expense not allocable to divisions and income taxes . . . . . . . . (269.2) (512.5) (334.8) -------- -------- -------- Net income (loss) . . . . . . . . . . . . $ (630.7) $ (364.4) $ 294.9 ======== ======== ======== - --------------------------------------------------------------------------------------------------------------------
See Management's Discussion and Analysis--Results of Continuing Operations for restructuring charges included in division operating income. During 1993 the Company was reorganized into three operating divisions: North American Foods, International Foods, and Packaging and Industrial Products. North American Foods is comprised of niche grocery, pasta and sauce, and dairy products, while International Foods includes international milk powder, European bakery products and several European grocery and pasta businesses. Packaging and Industrial Products includes primarily wallcoverings, adhesives and resins, and plastic films and packaging. North American Food's 1993 sales decreased 12.1% to $2.672 billion from $3.039 billion in 1992 due primarily to volume declines in fluid milk, ice cream and pasta; the divestitures of Laura Scudder's, Southwest Snacks and Deran candy; and decreases in most niche grocery products. The volume declines were due to increased competition from low-priced branded and private label products, the adjusting of promotions to reduce "trade loading," as well as pricing and customer service issues in dairy and pasta, respectively. Operating results decreased to a loss of $24.4 million compared to operating income of $49.8 million in 1992. These amounts include charges of $22.1 million in 1993 and $161.5 million in 1992. Excluding both charges, 1993 operating income decreased substantially compared to 1992 primarily as a result of volume declines and higher raw milk, cream and wheat costs which could not be fully recovered in product pricing due to the competitive environment. The Division's 1992 sales decreased 1.5% from $3.086 billion in 1991 primarily as a result of the MCP Foods divestiture and decreased Canadian sales, partially offset by increased fluid milk sales. Operating income in 1992 decreased 85.2% from $337.3 million in 1991. Operating income in 1991 included a $29.8 million charge. Excluding the 1992 and 1991 charges, operating income decreased 42.4% compared to 1991, due to higher raw milk costs, strong price competition from private label and regional milk processors, declines in Canadian operations and higher raw material costs for pasta, partially offset by improvements in several niche grocery products. International Foods 1993 sales decreased 2.3% to $930 million from $952 million in 1992. However, excluding acquisitions and divestitures, sales increased slightly as a result of increases in international milk powder, partially offset by decreases in the European grocery and pasta businesses. Operating income increased 22.0% to $51.0 21 5 million from $41.8 million in 1992. Operating income in 1993 and 1992 includes a $16.3 million and $54.2 million charge, respectively. Excluding both charges, 1993 operating income decreased 29.9% from 1992 as a result of the negative impact of foreign exchange rate fluctuations as well as declines in the European grocery and pasta, and Puerto Rican businesses. The effect of foreign exchange rate fluctuations negatively impacted 1993 operating income by 13.4%. The Division's 1992 sales decreased 1.6% from $967 million in 1991 as a result of the divestitures of the Sooner and Crecspan snacks businesses, partially offset by increases in international milk powder and European bakery products. Operating income in 1992 decreased 53.8% from $90.5 million in 1991. Operating income in 1991 included an $18.9 million charge. Excluding the 1992 and 1991 charges, operating income decreased 12.2% compared to 1991, due primarily to the Sooner and Crecspan divestitures as well as declines in international milk powder. Packaging and Industrial Product's 1993 sales increased 1.3% to $1.904 billion from $1.881 billion in 1992 primarily as a result of increases in the North American operations of forest products adhesives, resins and wallcoverings, partially offset by decreases in most of the European businesses. Operating income increased 17.8% to $167.7 million from $142.4 million in 1992. Operating income in 1992 includes a $55.0 million charge. Excluding the charge, 1993 operating income decreased 15.0% compared to 1992 as a result of the negative impact of foreign exchange rate fluctuations and the continuing effects of the European recession on European packaging and resins, partially offset by improvements in North American adhesives and resins and worldwide wallcoverings. The effect of foreign exchange rate changes negatively impacted 1993 operating income by 9.6%. The Division's 1992 sales increased 0.5% from $1.871 billion in 1991 primarily as a result of increases in worldwide wallcoverings, forest products adhesives and industrial resins, offset by the divestiture of the Lambiotte and TRL specialty adhesives businesses in France. Operating income in 1992 decreased 23.8% from $186.9 million in 1991. Operating income in 1991 included a $12.5 million charge. Excluding the 1992 and 1991 charges, operating income decreased 1.0% compared to 1991 as declines in North American plastic film and packaging and decreased income from Borden Chemicals and Plastics Limited Partnership were mostly offset by improvements in Latin American operations, forest products adhesives and industrial resins. Interest expense in 1993 increased as a result of increased average debt levels. Interest expense in 1992 decreased from the prior year due to lower average debt levels and lower interest rates. Minority interest recorded in the income statement increased in 1992 as a result of the limited partner interest in T.M.I. Associates, L.P., a limited partnership in which the Company has a 77.28% general partner interest, being included for a full year as compared to a short period in 1991. An income tax benefit of $27.2 million was recorded in 1993 compared to expenses of $14.2 million in 1992 and $151.3 million in 1991. The low effective tax rate in both 1993 and 1992 reflects certain restructuring expenses with reduced tax benefits. In August 1993 the passage of the Omnibus Budget Reconciliation Act of 1993 increased the statutory corporate tax rate to 35%. This increase had an immaterial impact on the provision for income taxes. The 1993 income tax benefit from continuing operations, discontinued operations and loss on disposal of discontinued operations was $210.8 million. An $11.0 million tax benefit was also recorded with the adoption of SFAS No. 112 and $6.4 million with the extraordinary loss on debt retirement. The net deferred tax asset at December 31, 1993 was $222.3 million. In order to realize the net deferred asset the Company will need to generate approximately $635.0 million of future taxable income before the expiration of the carryforward periods. The deferred tax benefits are expected to be fully utilized through the benefits which the divestiture and restructuring program will have on future operating results. Currently, there are no operating loss carryforwards for domestic income tax purposes, and future carryforwards which arise will have a 15 year life from the year of the loss. RESULTS OF DISCONTINUED OPERATIONS Net sales for discontinued operations decreased 6.1% in 1993 to $1.194 billion from $1.271 billion in 1992 primarily as a result of decreases in North American snacks. Losses from discontinued operations in 1993 were $65.8 million compared to $85.9 million in 1992. Results for 1992 included a $50.4 million after tax charge for restructuring. Excluding the 1992 charge, 1993 results declined primarily as a result of volume declines and price discounting caused by competitive pressures in North American snacks. Net sales in 1992 decreased 3.1% from $1.311 billion in 1991 primarily as a result of 22 6 BORDEN, INC. decreases in North American snacks. Income from discontinued operations was $15.0 million in 1991. Excluding the 1992 charge and a 1991 after tax charge of $2.8 million, the 1992 loss from discontinued operations was $35.5 million compared to income of $17.8 million in 1991. The decrease was primarily the result of intense price competition and heavy promotional spending in North American snacks and declines in clam products. FINANCIAL POSITION The Company's financial position was impacted by several events in 1993. Equity was reduced by the accruals for the loss on disposal of discontinued operations, restructuring, changes in accounting estimates and asset writedowns, and the adoption of SFAS No. 112. However, there were no cash outlays for these charges in 1993. While most of the cash outlays for restructuring will occur in 1994, the divestment and restructuring program is expected to generate significantly greater cash than it will use. In 1994 cash flow from operations, together with capital expenditures and divestment proceeds, is projected to exceed $400 million, subject to the successful completion of the divestment program. Equity was also reduced by $92.3 million to record a minimum pension liability. This is a non-cash adjustment representing the excess of accumulated benefits over plan assets and accrued pension expense. In the fourth quarter of 1993, the Company negotiated an amendment to a covenant in the T.M.I. Associates, L.P. partnership agreement which required the Company to maintain a ratio of adjusted debt to adjusted capitalization, as defined, of 60% or less. The amended covenant requires a ratio no greater than 67.5% from December 1993 through June 1994, 65.0% in September 1994 and 60.0% in December 1994. The ratio was 62.4% at December 31, 1993. Borden borrows domestically at commercial paper rates and has credit agreements with domestic and foreign lending institutions of $520.0 million to support commercial paper borrowings. The credit agreements bear interest, if used, at approximately the prime rate, or less, in effect at the date of use. Additional unused lines of credit totaling $222.7 million at December 31, 1993 were available for use by foreign subsidiaries. At December 31, 1993 the Company also had available $250.0 million in registered but unissued securities under shelf registration statements. During 1993 and January 1994 the Company's long-term debt and commercial paper ratings were downgraded to BBB and A-2 by Standard & Poor's and to Baa2 and P-2 by Moody's. This action marginally increased the Company's cost of borrowing but has not adversely impacted the Company's ability to borrow. If required, management believes that additional funding could be obtained at competitive rates and terms. In order to improve its financial position, the Company cut its quarterly common stock dividend during 1993 from $0.30 to $0.15 and sold $400.0 million of accounts receivable in December 1993. Proceeds from the sale were used to repay debt. The receivables were sold under terms of an agreement expiring in 1996 which enables the Company to periodically sell up to $400.0 million of accounts receivable. In January 1994, the Company announced that the common stock dividend would be further reduced to a quarterly rate of $0.075 per share. The Company expects its financial position and cash flows to improve in 1994 as a result of the restructuring and divestment program and the reduction in the quarterly common stock dividend. Although the Company's current ratio at December 31, 1993 was less than 1.0 to 1, current maturities of debt can generally be refinanced, and operating and divestment cash sources are expected to be sufficient to meet the Company's other current liabilities. Current maturities of long-term debt coming due during 1994 aggregate approximately $132 million. As discussed in Note 6 to the financial statements, the Internal Revenue Service has proposed adjustments to the Company's income tax returns for the period 1989-1990 relating to capital losses that resulted in $46 million of reduced income tax expense. The Company disagrees with the position of the Service, will contest the proposed adjustment and believes it has meritorious support for its position. LIQUIDITY AND CAPITAL RESOURCES Cash provided from operating activities in 1993, 1992 and 1991 were $152.3 million, $292.9 million and $348.8 million, respectively. Cash provided from operating activities decreased in each of the last two years due primarily to declines in operating results and spending in connection with the 1992 restructuring program. Capital expenditures decreased 38.2% from 1992 to $177.0 million in 1993, while 1992 capital expenditures of $286.2 million decreased 23.9% from 1991. These decreases were primarily the result of the completion in 1992 of capital expenditures relating to the 1989 reconfiguration program. Capital expenditures in 1994 are expected to approximate $200 million. 23 7 During 1993 the Company acquired a U.S. dairy operation for a total cost of $9.5 million. The Company acquired a bakery operation, a foodservice operation, a foundry resin operation and a rigid plastics operation in 1992 for a total cost of $20.1 million. During 1991 the Company acquired four operations for a total cost of $29.5 million. The 1991 acquisitions included a clam products operation, two bakery operations and a pasta operation. Short-term debt decreased $536.2 million in 1993. The decrease in short-term debt was primarily the result of the proceeds from the sale of receivables being used to repay commercial paper. At December 31, 1991 the Company had $500.5 million of short-term borrowings from the T.M.I. Associates, L.P. which were used primarily to retire commercial paper and long-term debt. During 1992 commercial paper and additional borrowings from the T.M.I. Associates, L.P. were used to further reduce long-term debt. Short-term debt increased $255.5 million in 1992 compared to a decrease of $310.4 million in 1991, and long-term debt decreased $266.1 million in 1992 compared to $244.2 million in 1991. In 1993, 1992 and 1991 long-term debt financing provided $274.6 million, $45.2 million and $223.1 million, respectively. The 1993 financing includes proceeds from a $250.0 million issuance of 30-year, 77/8% debentures which were used primarily to repay short term commercial paper. Long-term debt financing in 1991 included proceeds from a $200.0 million issuance of 30-year, 9.2% debentures which were used primarily to repay short-term commercial paper. In 1992 the Company issued ten-year zero-coupon convertible bonds. The bonds issued had an aggregate value of $235.0 million and carry an effective interest rate of 5.74%. The bonds were issued in exchange for 7 million shares of the Company's common stock which were retired. The bonds will be convertible after five years into 5.95 million common shares. In connection with this transaction, the underwriter received an option under which it will have the right to receive additional Borden shares or, at the Company's option, a cash payment if the market price of Borden stock does not meet specific targets during the fourth year the bonds are outstanding. This non-cash transaction is not reflected in the amounts above or in the Consolidated Statement of Cash Flows. DESCRIPTION OF BUSINESS AND BUSINESS SEGMENTS Borden is engaged primarily in manufacturing, processing, purchasing and distributing a broad range of products. The Company's operations are divided into two major industry segments: the foods segment, and the non-food consumer and industrial segment. Borden management is organized into three operating divisions: North American Foods, International Foods, and Packaging and Industrial Products. Corporate departments provide certain centralized services for all operating units. The Company's executive and administrative offices are located in Columbus, Ohio. Production facilities are located throughout the United States and in many foreign countries. Certain businesses included in the discussions below have been selected for divestiture. The foods segment currently includes the following businesses: pasta and pasta sauces, bakery products, processed cheese, individual portion and foodservice sized condiments, salty snacks, sweetened condensed milk, non-dairy creamer, reconstituted lemon and lime juices, bouillon, confections, jams and jellies, seafood, dehydrated soups, homogenized milk, whole milk powder, ice cream, sherbet, yogurt, cottage cheese, frozen novelties, low-fat dairy products, milk-based products for foodservice trade, and fruit drinks. The non-food consumer and industrial segment currently includes wallcoverings, consumer adhesives, transparent wrapping film, adhesives for the forest products industry, foundry and industrial resins, and flexible and rigid packaging. Domestic products for the foods segment are marketed primarily through food brokers and distributors, and to a lesser extent, directly to wholesalers, retail stores, foodservice businesses, food processors, institutions and governmental agencies. Domestic products for the non-food consumer and industrial segment are sold throughout the United States to industrial users and, in the case of consumer products, by in-house and independent sales forces to distributors, wholesalers, jobbers and retailers. To the extent practicable, international distribution tech-niques parallel those used in the United States. However, raw materials, production considerations, pricing competition, government policy toward industry and foreign investment, and other factors may vary substantially from country to country for both industry segments. 24 8 BORDEN, INC. The Company's businesses in both industry segments must deal with intense competition on local and national levels, both in the United States and in foreign markets. Total advertising and promotion expense in support of Borden products was $735.5 million in 1993, $698.0 million in 1992 and $603.3 million in 1991. The primary raw materials used by the foods segment businesses are milk, flour, potatoes, corn, vegetable oils and tomato products. The primary raw materials used by the non-food consumer and industrial segment businesses are polyvinyl chloride resins, methanol, phenol and formaldehyde. Raw materials are generally available from numerous sources in sufficient quantities but are subject to price fluctuations which cannot always be passed on to the Company's customers. Long-term purchase agreements are used in certain circumstances to assure availability of adequate raw material supplies at guaranteed prices. Research and development expenditures were $31.9 million in 1993, $30.8 million in 1992 and $30.3 million in 1991. The development and marketing of new food and packaging and industrial products are carried out at the division level and integrated with quality controls for existing product lines. Working capital for both segments is generally funded through operations or short-term borrowings. A breakdown of the Company's sales, operating profit and other information between the foods and non-food consumer and industrial business segments is presented on page 26. Segment operating profit is total revenue less operating expenses. In computing segment operating profit, none of the following items have been deducted from revenue: general corporate expenses, interest expense and Federal, state and local income taxes. Identifiable assets by segment are those assets that are used in the segment's continuing operations. Corporate assets consist primarily of cash and equivalents, prepaid expenses and fixed assets. As of December 31, 1993 the Company operated 75 domestic food manufacturing and processing facilities in 34 states and Puerto Rico. The most significant of these facilities are an Illinois plant producing Cracker Jack, bouillon and dehydrated soup; an Alabama plant producing Bama jams and jellies and ReaLemon lemon juice; the Arizona, Massachusetts, Michigan, Minnesota, and Missouri pasta plants; the California, Pennsylvania and Mississippi foodservice plants; the Missouri and Pennsylvania snacks plants; and dairy facilities located in much of the country. In addition, the Company operated 48 foreign food manufacturing and processing facilities located principally in Canada, Latin America and Western Europe. As of December 31, 1993 the Company operated 38 domestic non-food consumer and industrial manufacturing and processing facilities in 20 states, the most significant being the Resinite plants in Georgia, Massachusetts and Texas; the Proponite plant in Massachusetts; the forest products adhesives plants in Oregon and North Carolina; and a specialty resins plant in Kentucky. In addition, the Company operated 58 foreign non-food consumer and industrial manufacturing and processing facilities located principally in Brazil, Canada, the Far East and Western Europe. The Company's manufacturing and processing facilities are generally well maintained and effectively utilized. Substantially all facilities are owned by the Company. ENVIRONMENTAL Borden is actively engaged in complying with environmental protection laws, as well as various Federal and state statutes and regulations relating to manufacturing, processing and distributing its many products. In this connection, the Company incurred capital expenditures of $4.3 million in 1993 compared to $16.6 million in 1992 and $11.3 million in 1991. The Company estimates that it will spend $10.9 million for environmental control facilities during 1994. Under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) or similar state environmental laws, the Company has potential liability, along with a large number of others, at various waste sites designated for cleanup. The Company believes the realistic range of liability under CERCLA and other environmental statutes and regulations, taking into account its established accruals for estimated liability, would not have a material adverse effect on the Company's financial position or operating results. 25 9
BUSINESS SEGMENTS Year Ended (In millions) December 31, 1993* 1992** 1991*** - ---------------------------------------------------------------------------------------------------------------------- NET SALES Foods . . . . . . . . . . . . . . . . . . . $3,673.8 $4,055.5 $4,119.5 Non-food consumer and industrial . . . . . 1,832.5 1,816.2 1,804.6 -------- -------- -------- Total . . . . . . . . . . . . . . . . . . . $5,506.3 $5,871.7 $5,924.1 - ---------------------------------------------------------------------------------------------------------------------- OPERATING PROFIT Foods . . . . . . . . . . . . . . . . . . . $ 22.7 $ 92.4 $ 428.8 Non-food consumer and industrial . . . . . 171.6 141.6 185.9 -------- -------- -------- Total segments . . . . . . . . . . . . . . 194.3 234.0 614.7 General corporate expense, net . . . . . . (153.3) (141.9) (16.5) Interest expense . . . . . . . . . . . . . (125.1) (116.6) (167.0) -------- -------- -------- Pretax (loss) income from continuing operations . . . . . . . . . . $ (84.1) $ (24.5) $ 431.2 - ---------------------------------------------------------------------------------------------------------------------- IDENTIFIABLE ASSETS Foods . . . . . . . . . . . . . . . . . . . $2,085.6 $3,496.9 $3,689.5 Non-food consumer and industrial . . . . . 1,114.3 1,395.4 1,438.1 -------- -------- -------- Total segments . . . . . . . . . . . . . . 3,199.9 4,892.3 5,127.6 Discontinued operations . . . . . . . . . . 222.2 Corporate assets . . . . . . . . . . . . . 449.6 353.7 333.7 -------- -------- -------- Total . . . . . . . . . . . . . . . . . . . $3,871.7 $5,246.0 $5,461.3 - ---------------------------------------------------------------------------------------------------------------------- DEPRECIATION Foods . . . . . . . . . . . . . . . . . . . $ 163.7 $ 165.7 $ 157.2 AND AMORTIZATION Non-food consumer and industrial . . . . . 48.7 49.8 46.2 - ---------------------------------------------------------------------------------------------------------------------- CAPITAL EXPENDITURES Foods . . . . . . . . . . . . . . . . . . . $ 102.3 $ 202.9 $ 303.4 Non-food consumer and industrial . . . . . 59.1 74.6 66.0 - ---------------------------------------------------------------------------------------------------------------------- GEOGRAPHIC Net sales United States . . . . . . . . . . . . . . . $3,620.9 $3,928.7 $3,903.2 INFORMATION Europe . . . . . . . . . . . . . . . . . . 914.8 979.2 1,083.2 Other . . . . . . . . . . . . . . . . . . . 970.6 963.8 937.7 -------- -------- -------- Total . . . . . . . . . . . . . . . . . . $5,506.3 $5,871.7 $5,924.1 ======== ======== ======== Operating profit United States . . . . . . . . . . . . . . . $ 82.7 $ 155.1 $ 421.4 Europe . . . . . . . . . . . . . . . . . . 73.7 54.4 92.1 Other . . . . . . . . . . . . . . . . . . . 37.9 24.5 101.2 -------- -------- -------- Total . . . . . . . . . . . . . . . . . . $ 194.3 $ 234.0 $ 614.7 ======== ======== ======== Identifiable assets United States . . . . . . . . . . . . . . . $2,408.0 $3,534.4 $3,602.6 Europe . . . . . . . . . . . . . . . . . . 695.2 858.0 1,027.4 Other . . . . . . . . . . . . . . . . . . . 546.3 853.6 831.3 Discontinued operations . . . . . . . . . . 222.2 -------- -------- -------- Total . . . . . . . . . . . . . . . . . . $3,871.7 $5,246.0 $5,461.3 ======== ======== ======== - ---------------------------------------------------------------------------------------------------------------------- * The $38.4 restructuring and other charges to segment operating profit in 1993 is allocated as follows: $38.4 for the foods segment; and $22.1 for U.S. operations, and $16.3 for other foreign operations. The remainder of the restructuring charge not allocable to operating profit: $76.5 is included in general corporate expense. ** The $270.7 restructuring charge to segment operating profit in 1992 is allocated as follows: $215.7 for the foods segment and $55.0 for the non-food consumer and industrial segment; and $165.9 for U.S. operations, $38.1 for European operations and $66.7 for other foreign operations. The remainder of the restructuring charge not allocable to operating profit: $27.1 is included in general corporate expense and $79.4 is related to discontinued operations. *** The $61.2 restructuring charge to segment operating profit in 1991 is allocated as follows: $48.7 for the foods segment and $12.5 for the non-food consumer and industrial segment; and $34.5 for U.S. operations, $7.4 for European operations and $19.3 for other foreign operations. The remainder of the restructuring charge not allocable to operating profit: $6.0 is included in general corporate expense and $4.4 is related to discontinued operations.
26 10 BORDEN, INC.
CONSOLIDATED STATEMENTS OF INCOME Year Ended (In millions except per share data) December 31, 1993 1992 1991 - ----------------------------------------------------------------------------------------------------------------------- REVENUE Net sales . . . . . . . . . . . . . . . . . $5,506.3 $5,871.7 $5,924.1 - ----------------------------------------------------------------------------------------------------------------------- COSTS AND EXPENSES Cost of goods sold . . . . . . . . . . . . 4,078.6 4,301.9 4,268.5 Marketing, general and administrative expenses 1,223.7 1,163.6 1,023.9 Restructuring charges . . . . . . . . . . . 114.9 297.8 67.2 Interest expense . . . . . . . . . . . . . 125.1 116.6 167.0 Equity in income of affiliates . . . . . . (16.0) (19.4) (24.0) Minority interest . . . . . . . . . . . . . 40.7 39.7 2.8 Other (income) and expense, net . . . . . . 23.4 (4.0) (12.5) Income taxes . . . . . . . . . . . . . . . (27.2) 14.2 151.3 ---------- ---------- -------- 5,563.2 5,910.4 5,644.2 ---------- ---------- -------- - ----------------------------------------------------------------------------------------------------------------------- EARNINGS (Loss) income from continuing operations . (56.9) (38.7) 279.9 Discontinued operations: (Loss) income from operations . . . . . . (65.8) (85.9) 15.0 Loss on disposal . . . . . . . . . . . . (490.0) ---------- ---------- -------- (Loss) income before extraordinary item and cumulative effect of accounting changes . (612.7) (124.6) 294.9 Extraordinary loss on early retirement of debt . . . . . . . . . . . . . . . . . (10.8) Cumulative effect of change in accounting for: Postemployment benefits . . . . . . . . . (18.0) Postretirement benefits other than pensions (189.0) Income taxes . . . . . . . . . . . . . . (40.0) Net (loss) income . . . . . . . . . . . . . $ (630.7) $ (364.4) $ 294.9 ========== ========== ======== SHARE DATA (Loss) income from continuing operations . $ (.40) $ (.27) $ 1.90 Discontinued operations: (Loss) income from operations . . . . . . (.47) (.60) .10 Loss on disposal . . . . . . . . . . . . . (3.47) (Loss) income before extraordinary item and ---------- --------- -------- cumulative effect of accounting changes . (4.34) (.87) 2.00 Extraordinary loss on early retirement of debt . . . . . . . . . . . . . . . . . (.07) Cumulative effect of change in accounting for: Postemployment benefits . . . . . . . . . (.13) Postretirement benefits other than pensions (1.32) Income taxes . . . . . . . . . . . . . . (.28) Net (loss) income per common share . . . . $ (4.47) $ (2.54) $ 2.00 ========= ========= ======== Cash dividends paid per common share . . . $ 0.90 $ 1.185 $ 1 .12 Average number of common shares outstanding during the period . . . . . . 141.0 143.4 147.6 - -----------------------------------------------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements 27 11
CONSOLIDATED BALANCE SHEETS (In millions except share and per share data) December 31, 1993 1992 - -------------------------------------------------------------------------------------------------------------------------- ASSETS - -------------------------------------------------------------------------------------------------------------------------- CURRENT ASSETS Cash and equivalents . . . . . . . . . . . . . . . . . . . $ 100.3 $ 186.0 Accounts receivable (less allowance for doubtful accounts of $8.9 and $10.3, respectively) . . . . . . . . 334.7 889.6 Inventories: Finished and in process goods . . . . . . . . . . . . . . 319.4 400.9 Raw materials and supplies . . . . . . . . . . . . . . . 171.0 240.2 Other current assets . . . . . . . . . . . . . . . . . . . 142.6 210.8 Net assets of discontinued operations . . . . . . . . . . . 222.2 -------- -------- 1,290.2 1,927.5 -------- -------- - -------------------------------------------------------------------------------------------------------------------------- INVESTMENTS AND Investments in and advances to affiliated companies . . . . 91.3 96.1 OTHER ASSETS Deferred income taxes . . . . . . . . . . . . . . . . . . . 225.4 Other assets . . . . . . . . . . . . . . . . . . . . . . . 126.6 255.8 -------- -------- 443.3 351.9 -------- -------- - -------------------------------------------------------------------------------------------------------------------------- PROPERTY AND Land . . . . . . . . . . . . . . . . . . . . . . . . . . . 105.5 125.6 EQUIPMENT Buildings . . . . . . . . . . . . . . . . . . . . . . . . . 609.6 815.5 Machinery and equipment . . . . . . . . . . . . . . . . . . 1,949.3 2,389.5 -------- -------- 2,664.4 3,330.6 Less accumulated depreciation . . . . . . . . . . . . . . . (1,327.7) (1,542.5) -------- -------- 1,336.7 1,788.1 -------- -------- - -------------------------------------------------------------------------------------------------------------------------- INTANGIBLES Intangibles resulting from business acquisitions (net of accumulated amortization of $189.8 and $222.9, respectively) . . . . . . . . . . . . . . . . 801.5 1,178.5 -------- -------- - -------------------------------------------------------------------------------------------------------------------------- $3,871.7 $5,246.0 ======== ======== - --------------------------------------------------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements 28 12 BORDEN, INC.
December 31, 1993 1992 - -------------------------------------------------------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY - -------------------------------------------------------------------------------------------------------------------------- CURRENT LIABILITIES Debt payable within one year . . . . . . . . . . . . . . . $ 410.6 $ 706.6 Accounts and drafts payable . . . . . . . . . . . . . . . . 433.3 589.7 Restructuring reserve . . . . . . . . . . . . . . . . . . . 145.9 139.4 Income taxes . . . . . . . . . . . . . . . . . . . . . . . 56.5 55.1 Other current liabilities . . . . . . . . . . . . . . . . . 325.2 317.0 -------- -------- 1,371.5 1,807.8 -------- -------- - -------------------------------------------------------------------------------------------------------------------------- OTHER Long-term debt . . . . . . . . . . . . . . . . . . . . . . 1,240.8 1,329.9 Deferred income taxes . . . . . . . . . . . . . . . . . . . 47.1 66.8 Non-pension postemployment benefit obligations . . . . . . 353.8 317.7 Other long-term liabilities . . . . . . . . . . . . . . . . 103.8 79.3 Minority interest . . . . . . . . . . . . . . . . . . . . . 508.8 518.2 -------- -------- 2,254.3 2,311.9 -------- -------- - -------------------------------------------------------------------------------------------------------------------------- SHAREHOLDERS' Common stock - $0.625 par value EQUITY Authorized 480,000,000 shares Issued 194,983,374 shares . . . . . . . . . . . . . . . . 121.9 121.9 Paid-in capital . . . . . . . . . . . . . . . . . . . . . . 88.1 83.0 Accumulated translation adjustment . . . . . . . . . . . . (171.1) (128.3) Minimum pension liability . . . . . . . . . . . . . . . . . (95.5) (3.2) Retained earnings . . . . . . . . . . . . . . . . . . . . . 835.1 1,592.5 -------- -------- 778.5 1,665.9 Less common stock in treasury (at cost) - 53,625,339 shares and 54,342,642 shares, respectively . . . . . . . . . . . . . (532.6) (539.6) -------- -------- 245.9 1,126.3 -------- -------- - -------------------------------------------------------------------------------------------------------------------------- $3,871.7 $5,246.0 ======== ======== - --------------------------------------------------------------------------------------------------------------------------
29 13 CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended (In millions) December 31, 1993 1992 1991 - ---------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM Net (loss) income . . . . . . . . . . . . . . . $(630.7) $ (364.4) $ 294.9 OPERATING ACTIVITIES Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization . . . . . . . . 224.0 227.6 216.9 Loss on disposal of discontinued operations . . . . . . . . . . . . . . . . 637.4 Change in accounting estimates . . . . . . . 94.1 Restructuring . . . . . . . . . . . . . . . . 52.5 316.5 (65.0) Non-pension postemployment benefit obligation . . . . . . . . . . . . 36.1 317.7 Net changes in assets and liabilities: Trade receivables . . . . . . . . . . . . . 47.8 (30.3) 19.9 Inventories . . . . . . . . . . . . . . . . 21.2 1.0 7.6 Trade payables . . . . . . . . . . . . . . (0.5) (4.4) (15.1) Current and deferred taxes . . . . . . . . (242.4) (175.3) 63.4 Other assets . . . . . . . . . . . . . . . (34.2) (9.6) (99.0) Other, net . . . . . . . . . . . . . . . . (132.9) 14.1 (74.8) Discontinued operations . . . . . . . . . 79.9 ------- -------- -------- 152.3 292.9 348.8 ------- -------- -------- - ---------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM Capital expenditures . . . . . . . . . . . . . (177.0) (286.2) (376.0) INVESTING ACTIVITIES Divestiture of businesses . . . . . . . . . . . 53.4 123.0 94.1 Purchase of businesses . . . . . . . . . . . . (9.5) (20.1) (29.5) ------- -------- -------- (133.1) (183.3) (311.4) ------- -------- -------- - ---------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM (Decrease) increase in short-term debt . . . . (536.2) 255.5 (310.4) FINANCING ACTIVITIES Reduction in long-term debt . . . . . . . . . . (128.7) (266.1) (244.2) Minority interest . . . . . . . . . . . . . . . 500.0 Long-term debt financing . . . . . . . . . . . 274.6 45.2 223.1 Sale of receivables . . . . . . . . . . . . . . 400.0 Dividends paid . . . . . . . . . . . . . . . . (126.7) (170.4) (165.0) Issuance of stock under stock options and benefits and awards plans . . . . . . . . 12.1 3.9 7.2 Acquisition of treasury stock . . . . . . . . . (1.6) ------- -------- -------- (104.9) (131.9) 9.1 ------- -------- -------- - ---------------------------------------------------------------------------------------------------------------------- (Decrease) increase in cash and equivalents . . (85.7) (22.3) 46.5 Cash and equivalents at beginning of year . . . 186.0 208.3 161.8 -------- ---------- ---------- Cash and equivalents at end of year . . . . . . $ 100.3 $ 186.0 $ 208.3 ======= ======== ======== - ---------------------------------------------------------------------------------------------------------------------- SUPPLEMENTAL DISCLOSURES OF Interest paid . . . . . . . . . . . . . . . . . $ 133.3 $ 130.4 $ 177.5 CASH FLOW INFORMATION Taxes paid . . . . . . . . . . . . . . . . . . 20.5 67.1 102.6 - ----------------------------------------------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements 30 14 BORDEN, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Accumulated Minimum Common Paid-In Translation Pension Retained Treasury (In millions) Stock Capital Adjustment Liability Earnings Stock - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- BALANCE, DECEMBER 31, 1990 . . . . . . $126.2 $310.4 $ (32.2) $(17.9) $1,997.4 $(542.3) Net income . . . . . . . . . . . . . . 294.9 Cash dividends . . . . . . . . . . . . (165.0) Translation adjustments . . . . . . . . (19.1) Treasury stock purchased . . . . . . . (1.6) Stock issued for preferred series B converted, exercised options and benefits and awards plans . . . . . . 4.5 2.7 Minimum pension liability adjustment . 16.5 - ---------------------------------------------------------------------------------------------------------------------- BALANCE, DECEMBER 31, 1991 . . . . . . 126.2 314.9 (51.3) (1.4) 2,127.3 (541.2) Net loss . . . . . . . . . . . . . . . (364.4) Cash dividends . . . . . . . . . . . . (170.4) Translation adjustments . . . . . . . . (77.0) Stock issued for preferred series B converted, exercised options and benefits and awards plans . . . . . . 2.3 1.6 Stock purchased and retired . . . . . . (4.3) (234.2) Minimum pension liability adjustment . (1.8) - ---------------------------------------------------------------------------------------------------------------------- BALANCE, DECEMBER 31, 1992 . . . . . . 121.9 83.0 (128.3) (3.2) 1,592.5 (539.6) Net loss . . . . . . . . . . . . . . . (630.7) Cash dividends . . . . . . . . . . . . (126.7) Translation adjustments . . . . . . . . (42.8) Stock issued for preferred series B converted, exercised options and benefits and awards plans . . . . . . 5.1 7.0 Minimum pension liability adjustment . (92.3) - ---------------------------------------------------------------------------------------------------------------------- BALANCE, DECEMBER 31, 1993 . . . . . . $121.9 $ 88.1 $(171.1) $(95.5) $ 835.1 $(532.6) ====== ====== ======= ====== ======== ======= - ----------------------------------------------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements 31 15 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions except per share data) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant accounting policies followed by the Company, as summarized below, are in conformity with generally accepted accounting principles. PRINCIPLES OF CONSOLIDATION--The consolidated financial statements include the accounts of Borden, Inc. and its subsidiaries, after elimination of material intercompany accounts and transactions. The Company's proportionate share of the net earnings of unconsolidated 20% to 50% owned companies is included in income. The carrying value of these companies approximates Borden's interest in their underlying net assets. Investments of less than 20% ownership are carried at cost. CASH AND EQUIVALENTS/STATEMENTS OF CASH FLOWS--The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The effect of exchange rate changes on cash flows is not material. INVENTORIES--Inventories are stated at the lower of cost or market. Cost is determined using the average cost and first-in, first-out methods. PROPERTY AND EQUIPMENT--Land, buildings and machinery and equipment are carried at cost. Depreciation is recorded on the straight-line basis by charges to costs and expenses at rates based on estimated useful lives of properties (average rates for buildings 3.3%; machinery and equipment 6.8%). Major renewals and betterments are capitalized. Maintenance, repairs and minor renewals are expensed as incurred. When properties are retired or otherwise disposed of, related cost and accumulated depreciation are removed from the accounts. INTANGIBLES--The excess of purchase price over net tangible assets of businesses acquired is carried as intangibles in the consolidated balance sheets. It is the Company's policy to carry intangibles arising prior to November 1, 1970 at cost, while those arising after that date are amortized on a straight-line basis over not more than forty years. The carrying value of intangibles is evaluated periodically in relation to the operating performance and future undiscounted cash flows of the underlying businesses. Adjustments are made if the sum of expected future net cash flows is less than book value. REVENUE RECOGNITION--Revenues are recognized when products are shipped. ADVERTISING AND PROMOTION EXPENSE--Production costs of future media advertising are deferred until the advertising occurs. All other advertising and promotion costs are expensed when incurred or expensed ratably over the year in relation to sales. INCOME TAXES--In 1992 the Company adopted Statement of Financial Accounting Standard (SFAS) No. 109 "Accounting for Income Taxes," which requires the use of the liability method of accounting for deferred income taxes. The provision for income taxes includes Federal, foreign, state and local income taxes currently payable and those deferred because of temporary differences between the financial statement and tax bases of assets and liabilities. A substantial portion of the undistributed earnings of foreign subsidiaries has been reinvested and is not expected to be remitted to the parent company. Accordingly, no Federal income taxes have been provided on such earnings, and at December 31, 1993, the cumulative amount of reinvested income was approximately $555.0. The determination of the tax effect relating to such reinvested income is not practicable. PENSION AND RETIREMENT SAVINGS PLANS--Substantially all of the Company's employees are covered under one of the Company's pension plans or one of the union-sponsored plans to which the Company contributes. Substantially all domestic and Canadian salaried and nonbargaining hourly employees participate in the Company's retirement savings plans. The Company's cost of providing the retirement savings plans represents its matching of eligible contributions made by partici- 32 16 BORDEN, INC. pating employees and is recognized as a charge to income in the year the cost is incurred. NON-PENSION POSTEMPLOYMENT BENEFITS--The Company provides certain health and life insurance benefits for eligible retirees and their dependents. In 1992 the Company adopted SFAS No. 106 "Employers' Accounting for Postretirement Benefits Other Than Pensions" whereby the cost of postretirement benefits is accrued during employees' working careers. The cost of providing these benefits was previously recognized as a charge to income in the period the benefits were paid. The Company elected to immediately recognize this obligation rather than amortize it over future periods. The Company provides certain other postemployment benefits to qualified former or inactive employees. In 1993 the Company adopted, effective January 1, 1993, SFAS No. 112 "Employers' Accounting for Postemployment Benefits." The standard requires that the cost of benefits provided to former or inactive employees after employment, but before retirement, be accrued when it is probable that a benefit will be provided. The cost of providing these benefits was previously recognized as a charge to income in the period the benefits were paid. FOREIGN CURRENCY TRANSLATIONS--Assets and liabilities of foreign affiliates are generally translated at current exchange rates, and related translation adjustments are reported as a component of shareholders' equity. Income statement accounts are translated at the average rates during the period. For entities in highly inflationary countries, a combination of current and historical rates are used in translating assets and liabilities and related exchange adjustments are included in net income. EARNINGS PER SHARE--Earnings per common share are computed based on the weighted average number of common shares outstanding. FINANCIAL INSTRUMENTS--The Company uses forward exchange contracts and currency swaps to hedge certain net foreign investments, firm commitments and transactions denominated in foreign currencies. Gains and losses on forward contracts are deferred and offset against foreign exchange gains or losses on the underlying hedged item. Premiums on currency swaps which hedge net foreign investments are recorded in the accumulated translation adjustment account to offset translation adjustments. The Company uses interest rate swaps to manage interest rate risk. The interest differentials from these swaps are recorded in interest expense. The fair values of financial instruments are estimated based on quotes from brokers or current rates offered for instruments with similar characteristics. 2. DISCONTINUED OPERATIONS AND RESTRUCTURING CHARGES In December 1993 the Company recorded a pretax charge of $752.3 to provide for a comprehensive divestiture and restructuring program which includes the divestment of North American snacks, seafood, jams and jellies and other businesses. The results below for the businesses being divested have been reported separately as discontinued operations in the Consolidated Statements of Income.
1993 1992 1991 - -------------------------------------------------------------------------- Sales $1,193.8 $1,270.9 $1,311.0 (Loss) income before income taxes (102.0) (131.0) 29.7 Income tax (benefit) expense (36.2) (45.1) 14.7 Net (loss) income from discontinued operations (65.8) (85.9) 15.0 - --------------------------------------------------------------------------
The estimated loss on disposal of the discontinued operations is $637.4, $490.0 after tax, which includes a provision for anticipated operating losses until disposal. The Company anticipates that the sale or closure of all the operations will be completed by the end of 1994. The Company intends to use net proceeds from the sale of the operations primarily to reduce debt. Net assets of $222.2 related to the discontinued operations have been segregated in the December 31, 1993 Consolidated Balance Sheet. This amount consists of the assets and liabilities of the businesses to be disposed less the estimated losses on disposal of $637.4. 33 17 The restructuring of the Company's operations represent an integral part of the comprehensive program. In connection with this program the Company recorded a pretax charge of $114.9 for organizational restructuring, including severance costs. The charge includes a $16.3 increase in the estimated costs to divest of an international operation which was provided for in the 1992 restructuring reserve. The change in estimate for this divestiture is primarily related to the additional time required to dispose of the operation and recent unfavorable exchange rates. In 1993 charges of $1.6 were incurred. Of the remaining $113.3 reserve at December 31, 1993, $98.3 represents cash charges the majority of which are expected to be incurred in 1994. The 1992 results include a restated restructuring charge of $377.2, of which $79.4 relates to discontinued operations and is included in the loss from discontinued operations in the Consolidated Statements of Income. The restructuring charge includes changes in estimates of $19.8 for idle property carrying costs and workers' compensation costs associated with locations closed in the 1989 and 1991 restructuring reserves. The 1992 restructuring program included projects to relocate personnel, write off obsolete assets, provide for anticipated losses on divestitures and provide for costs to close facilities. The cumulative charges to the 1992 restructuring reserve were $344.6, of which $91.6 were cash charges, leaving a balance of $32.6 at December 31, 1993. Of the $189.4 reserve balance at December 31, 1992, $50.0 was included in other long-term liabilities due to their non-current nature. In fourth quarter 1991 the Company recorded a $71.6 charge, of which $4.4 related to discontinued operations, which reduced net income by $44.0. The charge covered business reorganization costs as well as severance, relocation and other employee-related expenses. Spending related to this charge was substantially completed in 1992. 3. RESTATEMENT AND RECLASSIFICATION Following communications with the Securities and Exchange Commission concerning the 1992 restructuring charge, the Company has reclassified and restated $264.8 of the 1992 restructuring charge. Of this amount, $145.5 was reclassified from restructuring into cost of goods sold and marketing, general and administrative expense in the 1992 financial statements and had no effect on the net 1992 results of operations. The reclassification included marketing, environmental and litigation accruals and asset writeoffs. The remaining $119.3 was reversed to 1992 income. It included $59.8 of business integration, marketing and data system reorganization costs which were recorded as 1993 expenses and $59.5 of 1992 restructuring programs that have been cancelled. In connection with the 1992 restatement, a loss of $17.2, $10.8 after tax, relating to debt retirement costs was reclassified out of restructuring and presented as an extraordinary item. As a result of the restatement the 1993 net loss increased $37.1, or $0.26 per share, and the 1992 net loss decreased $75.2, or $0.53 per share, $86.0, or $0.60 per share, before extraordinary item, as compared to the originally reported results. Shareholders' equity increased by $38.1 and $75.2 at December 31, 1993 and 1992, respectively. Results for 1992 and 1991 have been restated for discontinued operations. Certain amounts in the consolidated financial statements have been reclassified for comparative purposes. 4. ACCOUNTS RECEIVABLE During 1993 the Company entered into an agreement which expires in 1996 that enables the Company to periodically sell up to $400.0 of accounts receivable without recourse. In December 1993 $400.0 of accounts receivable were sold. Accounts receivable include tax refund receivables of $103.3 and $50.7 at December 31, 1993 and 1992, respectively. 34 18 BORDEN, INC. 5. DEBT, LEASE OBLIGATIONS AND RELATED COMMITMENTS Debt outstanding at December 31, 1993 and 1992 is as follows:
1993 1992 ------------------- ------------------- Due Due Within Within Long-Term One Year Long-Term One Year - --------------------------------------------------------------------- 10 5/8% Canadian Dollar Notes due 1993 $ 44.8 16 1/2% Australian Dollar Notes due 1994 $ 66.8 $77.9 9 7/8% Notes due 1997 $ 78.1 78.1 Medium Term Notes, Series A (at an average rate of 7.8% and 7.7%, respectively) 100.0 50.0 150.0 35.0 Zero-Coupon Convertible Bonds due 2002 257.6 243.4 9.2% Debentures due 2021 117.1 117.0 7.875% Debentures due 2023 250.0 Sinking fund debentures: 8 3/8% due 2016 78.5 78.5 9 1/4% due 2019 48.7 48.7 Commercial paper (at an average rate of 3.6% and 4.0%, respectively) 200.0 400.0 Industrial Revenue Bonds (at an average rate of 8.4% and 8.7%, respectively) 55.2 0.3 55.4 0.2 Other (at an average rate of 9.1% and 9.7%, respectively) 55.6 14.8 80.9 6.3 - --------------------------------------------------------------------- Total current maturities of long-term debt 131.9 86.3 Short-term debt: Commercial paper (at an average rate of 3.6% and 4.0%, respectively) 59.0 439.0 Other (primarily foreign bank loans at an average rate of 5.4% and 9.8%, respectively) 219.7 181.3 - --------------------------------------------------------------------- Total debt $1,240.8 $410.6 $1,329.9 $706.6 ======== ====== ======== ====== - ---------------------------------------------------------------------
During 1992 the Company issued ten-year zero-coupon convertible bonds. The bonds issued had an aggregate value of $235.0 and carry an effective interest rate of 5.74%. The bonds were issued in exchange for 7 million shares of the Company's common stock which were retired. This noncash transaction is not reflected in the Consolidated Statement of Cash Flows. At December 31, 1993 and 1992 the Company had interest rate swap agreements covering $400.0 of commercial paper. These agreements, which mature from 1995 to 2000, effectively replace variable interest rates on the commercial paper with a fixed rate of 9.9% in 1993 and 1992. The Company had other interest rate swaps with a notional amount of $504.3 at December 31, 1993 and $549.7 at December 31, 1992. The aggregate fair value of all interest rate swaps was a liability (i.e., the amount that would have to be paid to terminate all swaps) of $73.1 at December 31, 1993 and $54.1 at December 31, 1992. The aggregate fair value of the Company's outstanding debt was $1,828.8 at December 31, 1993 and $2,120.9 at December 31, 1992. The Company uses currency swap agreements to convert the 16 1/2% Australian Dollar Notes into a 11.1% Canadian Dollar obligation. The Company is exposed to credit loss in the event of nonperformance by the other parties to the swap agreements. However, the Company does not anticipate nonperformance by the counterparties. At December 31, 1993 and 1992 $200.0 and $400.0, respectively, of commercial paper is classified as long-term debt since the Company has both the intent and ability, through its credit facilities, to maintain such amounts for more than one year. Aggregate maturities of long-term debt and minimum annual rentals under operating leases at December 31, 1993 are as follows:
LONG-TERM MINIMUM RENTALS ON DEBT OPERATING LEASES - --------------------------------------------------------- 1994 $131.9 $ 58.9 1995 257.7 44.0 1996 51.0 32.0 1997 112.4 25.1 1998 1.6 16.7 1999 and beyond 818.1 66.0 - ---------------------------------------------------------
The average amount of short-term commercial paper outstanding was $341.7 during 1993 and $409.0 during 35 19 1992, and the average amount of other short-term debt was $189.7 during 1993 and $193.9 during 1992. The respective weighted average interest rates for short-term commercial paper and other short-term debt were 3.3% and 7.4% during 1993 and 3.7% and 9.8% during 1992. Maximum month-end borrowings were $440.0 in 1993 and $485.0 in 1992 for short-term commercial paper, and $219.7 in 1993 and $270.8 in 1992 for other short-term debt. The Company had unused credit agreements of $742.7 at December 31, 1993, of which $520.0 was in support of commercial paper borrowings and $222.7 was available for borrowing. The Company capitalizes interest related to the cost of acquiring certain fixed assets. The total interest costs incurred and the portions capitalized were $126.2 and $1.1 in 1993, $151.1 and $3.1 in 1992, and $208.2 and $9.8 in 1991. 6. INCOME TAXES In 1992 the Company adopted SFAS No. 109 which requires the use of the liability method of accounting for deferred income taxes. The cumulative effect as of January 1, 1992 of the change was a deferred tax expense of $40.0, or $.28 per share. The effect of the accounting change in 1992 was to increase net income by $3.1, or $.02 per share. Comparative analysis of the provisions for income taxes from continuing and discontinued operations and the loss on disposal of discontinued operations follows:
1993 1992 1991 - --------------------------------------------------------------------------------------------------------------------- CURRENT Federal $ (28.7) $ 5.6 $ 25.8 State and Local (.3) 5.9 7.1 Foreign 27.1 47.3 50.1 -------- ------- -------- (1.9) 58.8 83.0 -------- ------- -------- - --------------------------------------------------------------------------------------------------------------------- DEFERRED Federal (175.2) (80.6) 57.5 State and Local (32.1) (8.2) 8.1 Foreign (1.6) (.9) 17.4 --------- --------- -------- (208.9) (89.7) 83.0 --------- --------- -------- - --------------------------------------------------------------------------------------------------------------------- $ (210.8) $ (30.9) $ 166.0 ========= ========= ======== - ---------------------------------------------------------------------------------------------------------------------
The 1993 income tax benefit of $210.8 was comprised of $27.2 from continuing operations, $36.2 from losses of discontinued operations and $147.4 from loss on disposal of discontinued operations. The 1992 tax benefit of $30.9 consists of a tax expense of $14.2 from continuing operations and a tax benefit of $45.1 from discontinued operations. The tax expense related to continuing operations reflects write offs of intangibles and other assets with reduced tax basis in connection with certain businesses divested under the 1992 restructuring program. The 1991 tax expense of $166.0 includes $151.3 from continuing operations and $14.7 from discontinued operations. The deferred tax provisions in 1993, 1992 and 1991 include $(196.6), $(116.3), and $11.4, respectively, for the tax effects of costs and expenses related to the restructuring programs and the disposal of discontinued operations which are deductible for income tax purposes subsequent to their recognition for book purposes, when the assets are disposed of or expenditures incurred. The deferred tax provisions in 1993, 1992 and 1991 also reflect the tax effects of accelerated depreciation of $13.7, $11.7 and $15.5, respectively, and pension contributions with tax effects of $6.0, $6.2 and $10.4, respectively. Reconciliations of the differences between income taxes computed at Federal statutory tax rates and consolidated provisions for income taxes are as follows:
1993 1992 1991 - ---------------------------------------------------------------------------------------------------------------------- Income taxes computed at Federal statutory tax rate $ (280.0) $(52.8) $ 156.7 State tax provision, net of Federal benefits (22.6) (2.2) 10.0 Foreign tax differentials .1 1.7 2.8 Capital loss benefit (17.9) (11.7) Restructuring programs 4.3 40.0 Loss on disposal of discontinued operations 81.3 Other -- net 6.1 .3 8.2 - ---------------------------------------------------------------------------------------------------------------------- Provisions for income taxes $ (210.8) $(30.9) $ 166.0 ========= ======= ======= - ----------------------------------------------------------------------------------------------------------------------
The domestic and foreign components of (loss) income before income taxes, extraordinary loss and cumulative effect of accounting changes are as follows:
1993 1992 1991 - ---------------------------------------------------------------------------------------------------------------------- Domestic $ (878.9) $(195.3) $ 276.1 Foreign 55.4 39.8 184.8 - ---------------------------------------------------------------------------------------------------------------------- $ (823.5) $(155.5) $ 460.9 ========= ======== ======= - ----------------------------------------------------------------------------------------------------------------------
36 20 BORDEN, INC. The net current and non-current components of deferred income taxes recognized in the balance sheet at December 31, 1993 and 1992 follow:
1993 1992 - ----------------------------------------------------------------------------------------- Net current assets $ 44.0 $ 41.3 Net non-current asset (liabilities) 178.3 (66.8) - ------------------------------------------------------------------------------------------ Net asset (liability) $ 222.3 $ (25.5) ======= ======= - ------------------------------------------------------------------------------------------
The tax effects of the significant temporary differences which comprise the deferred tax assets and liabilities at December 31, 1993 and 1992 follow:
1993 1992 - ----------------------------------------------------------------------------------------- ASSETS Non-pension postemployment benefit obligations $ 131.7 $ 118.4 Restructuring and other reserves 140.1 113.8 Divestiture reserve 147.4 Accrued expenses and other reserves 50.8 56.7 Foreign property, plant and equipment 14.1 12.8 Minimum pension liability 58.5 1.9 Loss and credit carryforwards 108.6 42.9 Other 7.3 24.3 ------- ------- Gross deferred tax assets 658.5 370.8 Valuation allowance (58.7) (42.9) ----- ----- 599.8 327.9 LIABILITIES Property, plant and equipment 236.5 212.5 Certain foreign intangibles 26.4 23.9 Deferred gain on sale of partnership interest 21.0 20.5 Pension and health plan contributions 26.5 22.9 Prepaid expenses and deferred charges 52.4 50.8 Other 14.7 22.8 ----- ----- Gross deferred tax liabilities 377.5 353.4 - ----------------------------------------------------------------------------------------- Net asset $ 222.3 $ (25.5) ======= ======= - -----------------------------------------------------------------------------------------
The net change in valuation allowances of $15.8 in 1993 and $42.9 in 1992 primarily relates to loss carryforwards of foreign operations which are not expected to be realized. The Internal Revenue Service is examining the Company's tax returns for the period 1989-1990 and has proposed adjustments to the utilization of certain capital losses that resulted in $46.0 of reduced income tax expense. Full disallowance of the contested items would result in a net charge to earnings of $52.0 including interest. The Company disagrees with the position of the Service, will contest the proposed adjustment and believes it has meritorious support for its position. 7. MINORITY INTEREST In 1991 three wholly owned subsidiaries of the Company contributed $1,700.5 in assets to T.M.I. Associates, L.P., a Delaware limited partnership (the Partnership), in exchange for a 77.28% general partner interest in the Partnership. The contributed assets consisted of selected trademarks which are licensed to the Company pursuant to exclusive long-term license agreements, a long-term note guaranteed by the Company and cash. Additionally, an outside investor contributed $500.0 in cash to the Partnership in exchange for a 22.72% limited partner interest. The Partnership, whose purpose is to invest in and manage a portfolio of assets, is a separate and distinct legal entity from the Company. For financial reporting purposes the Partnership's assets, liabilities and earnings are consolidated with those of the Company, and the limited partner's interest in the Partnership is included in the Company's financial statements as minority interest. 8. PENSION AND RETIREMENT SAVINGS PLANS For substantially all salaried employees, the Company's pension plans provide benefits generally based on compensation and credited service. For hourly employees, the plans provide benefits based on specified amounts per year of credited service. Following are the components of the net pension expense (credit) recognized by the Company:
1993 1992 1991 - --------------------------------------------------------------------------------------------------------------------- Service cost -- benefits earned during the period $ 13.4 $ 13.7 $ 13.1 Interest cost on the projected benefit obligation 45.6 46.3 47.4 Actual return on plan assets (20.0) (18.9) (93.7) Net amortization and deferral (34.2) (42.6) 33.5 - ---------------------------------------------------------------------------------------------------------------------- Net pension expense (credit) $ 4.8 $ (1.5) $ .3 ======== ======= ======= - ----------------------------------------------------------------------------------------------------------------------
The weighted average rates used to determine net periodic pension expense were as follows:
1993 1992 1991 - --------------------------------------------------------------------------------------------------------------------- Discount rate 8.8% 8.5% 9.3% Rate of increase in future compensation levels 5.4 5.3 5.9 Expected long-term rate of return on plan assets 10.2 10.1 10.9 - ----------------------------------------------------------------------------------------------------------------------
37 21 Most employees not covered by the Company's plans are covered by collectively bargained agreements which are generally effective for periods from one to five years. Under Federal pension law, there would be continuing liability to these pension trusts if the Company ceased all or most participation in any such trust, and under certain other specified conditions. Operations were charged $5.8, $7.0 and $7.6 in 1993, 1992 and 1991, respectively, for payments to pension trusts on behalf of employees not covered by the Company's plans. The funded status of the plans and amounts included in the Company's balance sheets at December 31, 1993 and 1992 were as follows:
1993 1992 -------------------------- -------------------------- Plan Assets Accumulated Plan Assets Accumulated Exceed Benefits Exceed Benefits Accumulated Exceed Accumulated Exceed Benefits Plan Assets Benefits Plan Assets - ------------------------------------------------------------------------------------ Plan assets at fair value $ 134.3 $ 378.2 $ 509.7 $ 17.6 Actuarial present value of: Vested benefit obligations (106.0) (456.2) (466.2) (32.6) Accumulated benefit obligations (108.8) (474.5) (483.0) (35.6) ------- ------- ------- ------ Projected benefit obligations (128.4) (484.1) (506.0) (40.3) ------- ------- ------- ------ Plan assets greater (less) than projected benefit obligation 5.9 (105.9) 3.7 (22.7) Unrecognized prior service (benefit) cost (1.6) (7.5) (13.3) 1.4 Unrecognized loss 37.3 187.2 121.8 7.9 Unrecognized net transition (asset) obligation (0.5) (15.5) (19.1) 1.6 Minimum liability adjustment (156.3) (8.0) - ------------------------------------------------------------------------------------ Net pension asset (liability) $ 41.1 $ (98.0) $ 93.1 $(19.8) ====== ======= ====== ====== - ------------------------------------------------------------------------------------
The weighted average discount rates and rates of increase in future compensation levels used in determining the projected benefit obligation were 7.6% and 4.5%, respectively, as of December 31, 1993, and 8.8% and 5.4%, respectively, as of December 31, 1992. Plan assets consist primarily of equity securities and corporate obligations, including Company common stock. At December 31, 1993 and 1992 the plans held 2,185,000 and 1,885,000 shares of Company common stock, respectively, with a market value of $37.1 and $54.0, on which dividends of $1.7 and $2.2 were received. In accordance with SFAS No. 87 the Company recorded an additional minimum pension liability for underfunded plans, representing the excess of accumulated benefits over plan assets and accrued pension costs, of $148.3 and $0.7 at December 31, 1993 and 1992, respectively. This liability, which had no effect on income, was offset by reducing intangible assets by $0.6 and $2.1 in 1993 and 1992 and reducing equity by $92.3 and $1.8, net of income taxes, in 1993 and 1992, respectively. Charges to operations for matching contributions under the Company's retirement savings plans in 1993, 1992 and 1991 amounted to $16.1, $20.6 and $21.6, respectively. Eligible salaried and hourly non-bargaining employees may contribute up to 5% of their pay (7% for certain longer service salaried employees), which is matched 100% by the Company. The 1993 expense was reduced as a result of the temporary suspension of the Company match in the fourth quarter. 9. NON-PENSION POSTEMPLOYMENT BENEFITS The Company provides certain health and life insurance benefits for eligible domestic retirees and their dependents. In 1992 the Company adopted SFAS No. 106 whereby the cost of postretirement benefits is accrued during employees' working careers. The Company elected to immediately recognize this obligation rather than amortize it over future periods. The cost of providing these benefits was previously recognized as a charge to income in the period the benefits were paid. The cumulative effect of the change as of January 1, 1992 was to decrease net income by $189.0, or $1.32 per share, after deferred tax benefit of $111.0. The effect of the accounting change in 1992 was to reduce net income by $11.2, or $.08 per share. Participants who are not eligible for Medicare are provided with the same medical benefits as active employees, while those who are eligible for Medicare are provided with supplemental benefits. The postretirement medical benefits are contributory for retirements after 1983; the postretirement life insurance benefit is noncontributory. In 1993 the Company amended the postretirement benefit plan for most employees primarily to reduce, and over several years eliminate, the Company subsidy of retiree medical benefits. This plan amendment reduced the accumulated postretirement benefit obligation by $74.8 million and is being amortized over future years. 38 22 BORDON, INC. The components of net postretirement benefit expense for the year ended December 31, 1993 and 1992 follow:
1993 1992 - ------------------------------------------------------------------------- Service cost $ 4.9 $ 7.3 Interest cost 22.6 23.8 Net amortization and deferral (5.6) - ------------------------------------------------------------------------- Net postretirement benefit expense $ 21.9 $ 31.1 ====== ====== - -------------------------------------------------------------------------
The status of the Company's unfunded postretirement benefit obligation at December 31, 1993 and 1992 follows:
1993 1992 - ------------------------------------------------------------------------- Actuarial present value of accumulated postretirement benefit obligation: Retirees $(186.9) $(193.6) Fully eligible active plan participants (33.9) (43.4) Other active plan participants (33.5) (71.2) - ------------------------------------------------------------------------- (254.3) (308.2) - ------------------------------------------------------------------------- Unrecognized prior service benefit (73.0) (4.3) Unrecognized loss (gain) 1.6 (5.2) - ------------------------------------------------------------------------- Accrued postretirement benefit liability $(325.7) $(317.7) ======= ======= - -------------------------------------------------------------------------
The discount rate used in determining the accumulated postretirement benefit obligation at December 31, 1993 and 1992 was 7.5% and 8.5%, respectively. The assumed health care cost trend rate used in measuring the accumulated postretirement benefit obligation at December 31, 1993 was 14.4% for 1994, gradually declining to 5.5% in 2009 and thereafter. The comparable assumptions for the prior year were 15.0% and 6.5%. A one-percentage point increase in the health care cost trend rate would increase the accumulated postretirement benefit obligation as of December 31, 1993 by $25.4 and the sum of the service and interest costs in 1993 by $4.5. The health and life insurance benefits expense for retired employees on a pay-as-you-go basis was $14.4 in 1991. The Company provides certain other postemployment benefits, primarily medical and life insurance benefits for long-term disabled employees, to qualified former or inactive employees. In 1993 the Company adopted, SFAS No. 112 effective January 1, 1993. The standard requires that the cost of benefits provided to former or inactive employees after employment, but before retirement, be accrued when it is probable that a benefit will be provided. The cost of providing these benefits was previously recognized as a charge to income in the period the benefits were paid. The amounts of such charges were not significant in the prior years. The cumulative effect of the change as of January 1, 1993 was to decrease net income by $18.0, or $.13 per share, after deferred tax benefit of $11.0. The current year effect of the change was not significant. 10. SHAREHOLDERS' EQUITY The Company has authorized 10,000,000 shares of no-par preferred series B stock. At December 31, 1993 and 1992 6,989 and 7,324 shares, respectively were issued and outstanding. Each share of the preferred series B stock has an involuntary liquidating value of $28.88, bears an annual cumulative dividend of $1.32, is convertible into 6.6 common shares, and is redeemable at the Company's option at $39. At December 31, 1993 46,128 common shares were reserved for conversion of preferred series B stock. Under a Preferred Share Purchase Rights Plan, each outstanding share of common stock has one preferred stock purchase right (Right) which entitles shareholders to purchase, under certain circumstances, one-hundredth of a share of Series C Junior Participating Preferred Stock at an exercise price of $175, subject to adjustment. The Rights may only be exercised if a person or group acquires 20% or more of the Company's common stock, or announces a tender or exchange offer for 20% or more of the common stock. In the event of certain business combinations, each holder of a Right may be entitled to purchase, at the exercise price, that number of shares of common stock of the acquiring company, which would have a market value of two times the exercise price of the Right. Following is an analysis of common shares reserved for stock options under the Company's 1974 and 1984 Stock Option Plans as Amended:
SHARES PRICE RANGE - --------------------------------------------------------------------------------- AT DECEMBER 31, 1990 3,659,859 $ 4.23-36.06 Grants 898,650 32.06 Exercises (226,155) 4.78-36.06 Expirations and cancellations (35,890) 8.22-36.06 - --------------------------------------------------------------------------------- AT DECEMBER 31, 1991 4,296,464 $ 4.78-36.06 Grants 603,325 27.31-33.38 Exercises (133,636) 4.78-31.56 Expirations and cancellations (257,050) 26.81-36.06 - --------------------------------------------------------------------------------- AT DECEMBER 31, 1992 4,509,103 $ 8.22-36.06 Grants 263,350 27.56 Exercises (30,970) 9.62-27.85 Expirations and cancellations (545,375) 17.75-36.06 - --------------------------------------------------------------------------------- AT DECEMBER 31, 1993 4,196,108 $ 9.62-36.06 ========= ============ - ---------------------------------------------------------------------------------
39 23 At December 31, 1993 3,960,758 options were exercisable. The Company's 1984 Stock Option Plan as Amended expired in April 1993 and no further options were granted thereafter. The Board of Directors has approved the Company's 1994 Stock Option Plan subject to shareholder approval at the annual meeting. Subject to shareholder approval, 280,000 options and 30,000 restricted stock awards were granted in 1993 under the Plan. 11. FOREIGN AFFILIATES Realized and unrealized net foreign exchange losses aggregating $38.1, $22.8 and $11.6 were charged against net income in 1993, 1992 and 1991, respectively. At December 31, 1993 and 1992 the Company had foreign currency contracts and swaps aggregating $285.4 and $531.9, respectively, which expire within three years. The aggregate fair value of these financial instruments at December 31, 1993 and 1992 was $45.5 and $55.0, which represents a gain in the value of these contracts. These gains offset an equal amount of deferred foreign currency translation losses at year end. 12. OPERATIONS BY INDUSTRY SEGMENT Information about the Company's industry and geographic segments is provided on pages 24-26 and is an integral part of the consolidated financial statements. 13. SUPPLEMENTAL INFORMATION
1993 1992 1991 - ----------------------------------------------------------------------------- Maintenance and repairs $133.6 $134.4 $134.1 Depreciation and amortization (including amortization of $39.2, $47.1 and $48.1, respectively) 224.0 227.6 216.9 Advertising and promotions (including promotions of $531.9, $519.6 and $468.0, respectively) 735.5 698.0 603.3 Research and development 31.9 30.8 30.3 Rent 81.3 82.3 86.2 - -----------------------------------------------------------------------------
14. COMMITMENTS A wholly owned subsidiary as general partner of Borden Chemicals and Plastics Limited Partnership (BCP) has certain fiduciary responsibilities to BCP's unitholders. The Company believes that such responsibilities will not have a material adverse effect on its financial condition. 15. QUARTERLY FINANCIAL DATA (UNAUDITED)
- ------------------------------------------------------------------------------------- 1993 Quarters* First Second Third Fourth** - ------------------------------------------------------------------------------------- Net sales $1,297.6 $1,352.5 $1,386.4 $1,469.8 - ------------------------------------------------------------------------------------- Gross profit 351.1 355.1 363.5 358.0 - ------------------------------------------------------------------------------------- Income from continuing operations 43.7 30.5 8.5 (139.6) - ------------------------------------------------------------------------------------- Discontinued operations: Loss from operations (16.5) (12.0) (17.9) (19.4) Loss on disposal (490.0) - ------------------------------------------------------------------------------------- Net income (loss) 9.2 18.5 (9.4) (649.0) - ------------------------------------------------------------------------------------- Per share of common stock: Income from continuing operations .31 .22 .06 (.99) Discontinued operations: Loss from operations (.11) (.09) (.13) (.14) Loss on disposal (3.47) Net income (loss) .07 .13 (.07) (4.60) Dividends 0.300 0.300 0.150 0.150 Market price range: Low 24 1/8 17 5/8 14 3/4 14 3/8 High 29 1/8 27 19 5/8 19 5/8 - -------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------- 1992 Quarters* First Second Third Fourth - ------------------------------------------------------------------------------------- Net sales $1,397.8 $1,439.3 $1,531.8 $1,502.8 - ------------------------------------------------------------------------------------- Gross profit 369.1 389.9 395.3 415.5 - ------------------------------------------------------------------------------------- Income from continuing operations 62.5 78.3 (214.1) 34.6 - ------------------------------------------------------------------------------------- Discontinued operations: Loss from operations (4.0) 1.0 (70.9) (12.0) - ------------------------------------------------------------------------------------- Net income (loss) (181.3) 79.3 (285.0) 22.6 - ------------------------------------------------------------------------------------- Per share of common stock: Income from continuing operations .42 .54 (1.52) .24 Discontinued operations: Loss from operations (.03) .01 (.50) (.08) Net income (loss) (1.23) .55 (2.02) .16 Dividends 0.285 0.300 0.300 0.300 Market price range: Low 31 3/8 29 1/2 26 1/4 26 1/4 High 34 7/8 34 3/4 31 1/8 29 1/2 - ------------------------------------------------------------------------------------- * Quarterly 1993 income before restatement was $32.4, or $.23 per share, in the first quarter, $27.7, or $.20 per share, in the second quarter, and $0.2, or $.00 per share, in the third quarter. Quarterly 1992 income before restatement was ($170.5), or ($1.15) per share, in the first quarter, $79.3, or $.55 per share, in the second quarter, ($376.8), or ($2.68) per share, in the third quarter and $28.4, or $.20 per share, in the fourth quarter. ** Fourth quarter 1993 results include a pretax gain of $14.8, $11.1 after tax, on the sale of a European packaging operation.
The 1993 and 1992 quarterly earnings per share amounts do not add to the annual amounts as a result of differences in average shares outstanding between the quarterly and annual calculations. Quarterly results have been restated to reflect discontinued operations and the effect of accounting changes. 40 24 BORDEN, INC. REPORT OF MANAGEMENT The management of Borden, Inc. is responsible for the preparation of all information, including the financial statements and related notes, included in this Annual Report to Shareholders. The financial statements have been prepared in conformity with generally accepted accounting principles appropriate in the circumstances, and include amounts based on the best judgment of management. Financial information included elsewhere in this Annual Report is consistent with these financial statements. In recognition of its responsibility for the integrity and objectivity of data in the financial statements, management maintains a system of internal accounting controls. This system includes an organizational structure with clearly defined lines of responsibility and delegation of authority. To assure the effective administration of internal controls, employees are carefully selected and trained, written policies and procedures are developed and disseminated, and appropriate communication channels are provided to foster an environment conducive to the effective functioning of controls. The system is supported by an internal auditing function that operates worldwide and reports its findings to management throughout the year. The Company's independent accountants are engaged to express an opinion on the year-end financial statements. They objectively and independently review the performance of management in carrying out its responsibility for reporting operating results and financial condition. With the coordinated support of the internal auditors, they review and test the system of internal accounting controls and the data contained in the financial statements. The Audit Committee of the Board of Directors, composed solely of outside directors, meets regularly with independent accountants, management and internal auditors to review the work performed and to ensure that each is properly discharging its responsibilities. The independent accountants and the internal auditors independently have full and free access to the Committee, without the presence of management, to discuss the results of their examinations, the adequacy of internal accounting controls and the quality of financial reporting. E. R. Shames G. P. Morris President and Vice President and Chief Executive Officer Chief Strategic Officer REPORT OF INDEPENDENT ACCOUNTANTS Price Waterhouse The Huntington Center 41 South High Street Columbus, OH 43215 March 20, 1994 Board of Directors and Shareholders of Borden, Inc. In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, shareholders' equity and of cash flows present fairly in all material respects, the financial position of Borden, Inc. and its subsidiaries at December 31, 1993 and 1992, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. The 1992 consolidated financial statements have been revised as described in Note 3. Further, as discussed in Note 9 to the consolidated financial statements, in 1993 the Company changed its method of accounting for postemployment benefits to conform with Statement of Financial Accounting Standards No. 112. 41 25 BORDEN, INC. FIVE YEAR SELECTED FINANCIAL DATA (All dollar and share amounts in millions--except per share data)
For the Years 1993 1992 1991 1990 1989 - ---------------------------------------------------------------------------------------------------------------------------------- SUMMARY OF EARNINGS Net sales . . . . . . . . . . . . . . . . . . . . . $ 5,506.3 $ 5,871.7 $ 5,924.1 $ 6,272.6 $ 6,391.5 Net (loss) income . . . . . . . . . . . . . . . . . (630.7) (364.4) 294.9 319.6 (16.6) Percent of net income to sales . . . . . . . . . . * * 5.0% 5.1% * - ---------------------------------------------------------------------------------------------------------------------------------- Net (loss) income per common share . . . . . . . . $ (4.47) $ (2.54) $ 2.00 $ 2.16 $ (0.11) - ---------------------------------------------------------------------------------------------------------------------------------- Dividends: Common share . . . . . . . . . . . . . . . . . . $ 0.90 $ 1.185 $ 1.12 $ 1.035 $ 0.90 Preferred series B share . . . . . . . . . . . . 1.32 1.32 1.32 1.32 1.32 - ---------------------------------------------------------------------------------------------------------------------------------- Average number of common shares outstanding during the year . . . . . . . . . . 141.0 143.4 147.6 147.9 148.2 - ---------------------------------------------------------------------------------------------------------------------------------- FINANCIAL STATISTICS Capital expenditures . . . . . . . . . . . . . . . $ 177.0 $ 286.2 $ 376.0 $ 331.1 $ 244.0 Inventories . . . . . . . . . . . . . . . . . . . . 490.4 641.1 655.4 665.5 664.0 Property, plant and equipment, net . . . . . . . . 1,336.7 1,788.1 1,903.7 1,706.8 1,441.5 Depreciation and amortization . . . . . . . . . . . 224.0 227.6 216.9 197.3 186.0 Total assets . . . . . . . . . . . . . . . . . . . 3,871.7 5,246.0 5,461.3 5,284.3 4,824.9 Current assets . . . . . . . . . . . . . . . . . . 1,290.2 1,927.5 1,921.2 2,026.1 2,011.4 Current liabilities . . . . . . . . . . . . . . . . 1,371.5 1,807.8 1,413.7 1,847.0 1,466.4 Working capital . . . . . . . . . . . . . . . . . . (81.3) 119.7 507.5 179.1 545.0 Current ratio . . . . . . . . . . . . . . . . . . . 0.9:1 1.1:1 1.4:1 1.1:1 1.4:1 Long-term debt . . . . . . . . . . . . . . . . . . $ 1,240.8 $ 1,329.9 $ 1,345.8 $ 1,339.8 $ 1,440.6 Total debt to adjusted total capitalization . . . . 69% 55% 41% 53% 51% Shareholders' equity . . . . . . . . . . . . . . . $ 245.9 $ 1,126.3 $ 1,974.5 $ 1,841.6 $ 1,689.4 Liquidating value of preferred stock . . . . . . . (.2) (.2) (.2) (.2) (.2) Equity per common share at year end . . . . . . . . 1.74 8.01 13.39 12.50 11.41 Return on average shareholders' equity . . . . . . * * 15.6% 18.3% * - ---------------------------------------------------------------------------------------------------------------------------------- SHAREHOLDERS' DATA Outstanding common shares at year end . . . . . . . 141.4 140.6 147.5 147.3 148.0 - ---------------------------------------------------------------------------------------------------------------------------------- Market price of common stock: At year end . . . . . . . . . . . . . . . . . . $ 17 $ 28 5/8 $ 32 5/8 $ 29 7/8 $ 34 3/8 Range during year . . . . . . . . . . . . . . . 29 1/8-14 3/8 34 7/8-26 1/4 38 3/4-27 1/2 37 7/8-27 38 5/8-27 3/4 - ---------------------------------------------------------------------------------------------------------------------------------- Number of common shareholders . . . . . . . . . . . 40,927 38,953 39,234 39,010 39,098 - ---------------------------------------------------------------------------------------------------------------------------------- EMPLOYEE DATA Payroll . . . . . . . . . . . . . . . . . . . . . . $ 1,116.4 $ 1,123.8 $ 1,133.6 $ 1,135.5 $ 1,070.2 Average number of employees . . . . . . . . . . . . 39,500 41,900 44,400 46,300 46,500 - ---------------------------------------------------------------------------------------------------------------------------------- Results for 1989 and 1990 have been restated to consistently present marketing expenses. *Not meaningful because of net loss.
44
   1
                                                                      EXHIBIT 22
                                                                     Page 1 of 4


                                  BORDEN, INC.
                           SUBSIDIARIES OF REGISTRANT

The percentage of State of other voting securities jurisdiction of owned, or other incorporation Subsidiaries of Registrant basis of control or organization - -------------------------- ------------------ --------------- Albadoro S.p.A. 100 Italy Monder Aliment S.p.A. 100 Italy Alisa, S.A. 95 Colombia BCP Management, Inc. 100 Delaware BDS Two, Inc. 100 Delaware BDS Three, Inc. 100 Delaware BDH One, Inc. 100 Delaware Borden Realty UK Limited 100 United Kingdom Borden Redevelopment Corp 100 Missouri Borden, S.A. 100 Panama Broex, S.A. 50 Panama Gallina Blanca, S.A. 50 Spain Paty Produtos Alimenticios Ltda. 100 Brazil Borden U.K. Holdings, Ltd. 100 New Jersey Borden U.K. Limited 100 United Kingdom Borden (Bray) Ltd. 100 Ireland Borden Decorative Products Limited 100 United Kingdom Borden Wallcoverings Pension Trustees Limited 100 United Kingdom Crown Wallcoverings-Borden Pension Trustee Ltd. 100 United Kingdom Borden Peterlee, Limited 100 United Kingdom Borden UK Common Investment Fund Trustees Limited 100 United Kingdom Humbrol Limited 100 United Kingdom Gregg Foods of Garden Grove, Inc. 100 Delaware Harris Ocean Fresh Company 100 South Carolina International Gourmet Specialties Company 100 New Jersey International Packaging Corporation S.A. 100 Luxembourg C&F Immobilien-Verwaltungs GMBH 100 Germany Cofin Folien Gmbh 100 Germany Cofin Hellas, S.A. 100 Greece Fiap France, S.A. 100 France Interbusco Ltd. 50 United Kingdom Pami Immobiliere, S.A. 100 France Jays Foods, Inc. 100 Illinois
2 EXHIBIT 22 Page 2 of 4 BORDEN, INC. SUBSIDIARIES OF REGISTRANT
The percentage of State of other voting securities jurisdiction of owned, or other incorporation Subsidiaries of Registrant basis of control or organization - -------------------------- ------------------ --------------- Meadow Gold Dairies Holding Company 100 Delaware Meadow Gold Dairies, Inc. 100 Delaware Merlino's Macaroni, Inc. 100 Washington Orleans Food Company 100 Delaware Pastas Alimenticias La Imperial, S.A. 100 Panama Alimentos Nutritivos S.A. 100 Panama Naxos S.A. 100 Panama Re-Mi Foods, Inc. 100 Delaware Starflake Foods Company, Inc. 100 New York Suministros Generales y Miel Espanola, S.A. 50 Spain Preparados Alimenticios, S.A. 50 Spain Superior Dairies, Inc. 100 Texas Wholesome Dairy, Inc. 100 Texas BDH Two, Inc. 100 Delaware BDS One, Inc. 100 Delaware BFE Corp. 100 Delaware BFI Ltd., L.P. 100 Delaware Borden Australia (Pty.) Ltd. 100 Australia Borden Belgium, N.V. 100 Belgium Bordex (Belgium) S.A. 100 Belgium Borden Company A/S, The 100 Denmark Cocio Chokolademaelk A/S 100 Denmark Borden Ost A/S 100 Denmark Borden Company Limited, The 100 Canada Borden Company Limited The 100 Ireland Borden Foods Limited 100 Ireland Borden International Packaging Ltd. 70 Ireland Borden Exports Limited 100 Ireland Humpty Dumpty Foods Limited 100 Ontario Borden De Costa Rica S.A. 100 Costa Rica Borden Espana, S.A. 100 Spain Borden France, S.A. 100 France Borden Barnier S.A. 100 France Borden Export Products S.A. 100 France Borden Packaging France S.A. 100 France Borden Plastics S.A. 100 France
3 EXHIBIT 22 Page 3 of 4 BORDEN, INC. SUBSIDIARIES OF REGISTRANT
The percentage of State or other voting securities jurisdiction of owned, or other incorporation Subsidiaries of Registrant: basis of control or organization - --------------------------- ---------------- --------------- Borden International (Europe) Ltd. 100 Delaware Borden International Inc. 100 Delaware Borden International Philippines, Inc. 98 Philippines Borden Japan, Inc. 100 Japan Borden (Nederland), B.V. 100 Netherlands Bordex, B.V. 100 Netherlands Borden Thermoforming, B.V. 100 Netherlands Business Inflight Services B.V. 50 Netherlands Thompack, B.V. 100 Netherlands Borden (NZ) Limited 100 New Zealand Borden (Proprietary) Limited 100 South Africa Babelegi Processing (Pty.) Ltd. 100 South Africa Borden Foods (Pty.) Ltd. 100 South Africa Borden Puerto Rico, Inc. 100 New York Borden Scandanavia A/S 100 Norway Borges, GmbH 100 Germany Compania Casco S.A. Industrial y Commercial 99 Argentina Compania Colombiana de Alimentos Lacteos, S.A. 100 Colombia Compania Internacional de Ventas, S.A. 100 Panama Adria Produtos Alimenticios Ltda. 100 Brazil The Wenham Corp., S.A. 100 Uruguay Alba Amazonia S.A. Industrias Quimicas 100 Brazil Alba Nordeste Industries Quimica Ltda. 100 Brazil Vicaplast Industria e Comercio de Plastico Ltda. 100 Brazil Alba Quimica Industria e Comercio Ltda. 100 Brazil Bexley Finance, S.A. 100 Panama Bexley Comercio e Participacao Ltda. 100 Brazil Borden Chemical (M.) Sdn. Bhd. 100 Malaysia Compania Chiricana de Leche, S.A. 96.8 Panama Compania Quimica Borden, S.A. 100 Panama Compania Quimica borden Ecuatoriana, S.A. 83.3 Ecuador Fabrica de Productos Borden, S.A. 100 Panama F.I.A.P. Fabrica Italiana Articoli Plastici S.p.A. 100 Italy Cistefra S.r.l. 100 Italy FIAP Deutschland GmbH 100 Germany FIAP Hellas Ltd. 100 Greece Maite S.p.A. 100 Italy Metur S.r.l. 100 Italy Termofin S.p.a. 100 Italy
4 EXHIBIT 22 Page 4 of 4 BORDEN, INC. SUBSIDIARIES OF REGISTRANT
The percentage of State or other voting securities jurisdiction of owned, or other incorporation Subsidiaries of Registrant: basis of control or organization - --------------------------- ---------------- --------------- Food and Snack Holdings (Singapore) Pte. Ltd. 50 Singapore Borden Foods (Malaysia) Sdn. Bhd. 50 Malaysia Gun Ei Borden International Resin Co. Ltd. 50 Japan Helados Borden, S.A. 100 Panama Hitachi Borden Chemical Products, Inc. 50 Japan industrias la Famosa, Inc. 100 New Jersey Coco Lopez U.S.A., Inc. 100 Maryland Codoveca C. por A. 100 Dominican Republic Productos del Tropico C. Por A. 100 Dominican Republic Italcolor, S.A. 100 Uruguay Marshland Energy, Inc. 100 New Jersey Nedrob Affiliates, Inc. 100 Delaware Nutrinsa, S.A. 100 Ecuador One Nedrob, Inc. 100 Delaware Orchard Corporation of Hong Kong, The 100 Hong Kong Productos Borden, inc. 100 New Jersey Chevy Chase, Inc. 100 Puerto Rico Frozen Desserts, Inc. 100 Delaware Qihe Dairy Corp. Ltd 50 Republic of China Resinite (South Africa) Pty. Ltd. 100 South Africa Snacks Distributors, Inc. 100 New Jersey T.M.I. Associates, L.P. 77.28 Delaware Wilhelm Weber, GmbH 100 Germany Grossbackerei Kamps Gmbh 100 Germany Kamps Backwaren Service Gmbh 100 Germany Grossbackerei Nuschelberg Gmbh 100 Germnay W. Klemme, GmbH and Co. K.G. 50 Germany Lecker Baecker Gmbh 100 Germany Nur Hier Grossbackerei GmbH 100 Germany Stefansback Backwaren GmbH 100 Germany Weber-FSV Kft 50 Hungary Zeelandia Investerings Partnership 95.2 New York T.K. Partner, Inc. 100 Delaware Zip Corporation 100 Delaware Zcan Investments Ltd. 100 Canada
NOTE: The above subsidiaries have been included in Borden's Consolidated Financial Statements on a consolidated or equity basis as appropriate. The names of certain subsidiaries, active and inactive, included in the Consolidated Financial Statements and of certain other subsidiaries not included therein, are omitted since when considered in the aggregate as a single subsidiary they do not constitute a significant subsidiary.