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                                                                    EXHIBIT 10.4

                            PAY AGREEMENT AND RELEASE
                               OF PETER CAMPANELLA

This agreement effective on the last date executed below, contains all the
understandings between Peter Campanella and Corning Consumer Products Company
and its parents, subsidiaries or affiliates, including without limitation,
Borden, Inc., and their officers, employees and agents in their individual and
representative capacities, known collectively as the "Company" in connection
with your separation from employment. This agreement provides the specific
details of benefits to be received by you including those under the Company's
Employment and Benefits Upon Termination Plan and the conditions agreed to by
you for the receipt of those benefits.

1.   The Company will pay you a gross amount of $1,640,000, to be paid to you in
     a lump sum within 30 days of your termination date. This represents a
     payment equivalent to two (2) years of gross annual salary, annual
     incentive at target and goal sharing at target. Deductions for cash
     advances, other money due the Company and as required by statute or
     regulation, will be made from this payment. Your official termination date
     is March 1, 2000. Between now and your termination date you will be
     transitioning your responsibilities.

2.   You will receive a consulting agreement for transition support and
     continuation as a board member through the third quarter of 2000. It is
     envisioned that this would take the form of an occasional telephone
     conversation or meeting. You will receive $100,000 for your consulting
     services. It will be paid upon your resignation from the board during the
     third quarter of 2000. Deductions, as required by statute or regulation,
     will be made from this allowance.

3.   You will be paid for 3 weeks unused vacation for 1999 and 1 week of accrued
     but unused vacation for 2000. You will be paid 25% of the 2000 perquisite
     payment. This gross payment is $30,770 for vacation pay and $12,500 for
     perquisite benefits less deductions required by statute or regulations.

4.   Your participation in the Management Equity Plan will end with your
     termination on March 1, 2000. As previously approved by the Compensation
     Committee of the Board, payment under the Plan will be based on $3.50 per
     share. This results in a payment of $630,000 based on 180,000 shares. All
     options will be cancelled. This amount to be paid to you within thirty (30)
     days of termination.

5.   You agree to conduct yourself in a manner that does not disparage the
     Company, or is damaging to or otherwise contrary to the Company's best
     interests and you agree that this agreement is strictly confidential and
     you will not reveal its terms except in connection with an official
     investigation or legal process.



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6.   You also understand that by continuing to make your monthly contributions,
     you may continue participation in the Medical, Dental and Life Insurance
     programs sponsored by the Company for two (2) years following your
     termination of employment. It is our understanding that you will be
     eligible to continue medical and life coverage under Corning, Inc. plans
     beyond this two (2) year period. All other health and welfare benefits,
     including but not limited to long term disability and salary continuance,
     will be discontinued upon your date of termination. In addition to the
     amount paid under this Agreement, any money due from the Company benefit
     plans, such as vested 401 (k) balances and vested pension benefits, will be
     paid to you upon application for such benefits pursuant to the terms of
     such plans. All benefits provided under this Section will be coordinated
     with Corning, Inc.

     You will receive from the Company pension benefits under the CCPC Pension
     Plan and the Borden, Inc. Supplemental Pension Plan based on service
     accrued from April 1, 1998 through date of termination. In addition, the
     Company will provide you with three (3) additional years of service which
     will be reduced by $9,666, 50% of the estimated benefit payable from
     Corning, for these additional years of service. All benefits payable under
     the CCPC Pension Plan and the Borden, Inc. Supplemental Pension Plan are
     payable, upon your election, at age 55 with no actuarial reduction.
     Attached memo dated January 19, 2000 from Darren French outlines method for
     calculating benefits for the additional three (3) years of service. The
     benefits payable under the Supplemental Pension Plan shall be payable at
     your election as a single lump sum within thirty (30) days of termination.

7.   You will be provided with "Signature Services" through Lee, Hecht,
     Harrison. The Company does not warrant or guarantee the results of the
     services provided and you agree to hold the Company harmless from any
     claims in connection with the services provided. You will be given $10,000
     for travel to New York associated with the receipt of these services. The
     $10,000, less deductions required by statute and regulations, to be paid
     within thirty (30) days of termination.

8.   You accept the money and benefits to be paid to you under this Agreement as
     full settlement of all claims and causes of action arising out of your
     employment by the Company and the termination of that employment, except
     any vested pension rights.

9.   You agree that you are entering into this agreement and release as your own
     free decision in order to receive the 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.


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     You understand that by signing this Agreement you are waiving all rights to
     reinstatement or future employment with the Company and that you are giving
     up your right to, and agreeing not to, file charges or lawsuits: (a) with
     respect to any discrimination you believe you have suffered due to age,
     disability, race, sex, religion, national origin or any other reason
     related to your employment by the Company, or the termination of that
     employment, including, but not limited to, any claims under Title VII of
     the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the
     Equal Pay Act, the Rehabilitation Act of 1973, Section 1981 of the Civil
     Rights Act of 1866, the Civil Rights Act of 1991, the Americans with
     Disabilities Act, the Family and Medical Leave Act of 1993, the Worker
     Adjustment and Retraining Notification Act, the Older Workers Benefit
     Protection Act, the Fair Labor Standards Act, and any other federal, state,
     or local statute or regulation regarding employment, worker's compensation,
     discrimination in employment or termination of employment; (b) with respect
     to any theory of libel, slander, breach of contract, wrongful discharge,
     detrimental reliance, infliction of emotional distress, tort, or any other
     theory under the common law; and (c) with respect to any claims for
     uncompensated expenses, severance pay, incentive or bonus pay, overtime pay
     or any other form of compensation.

     You intend that this Agreement will bar each and every claim, demand and
     cause of action above specified, whether known or unknown to you at the
     time of execution of this Agreement. As a result, you acknowledge that you
     might, in the future, discover claims or facts in addition to or different
     from those which you now know or believe to exist with respect to the
     subject matters of this Agreement and which, if known or suspected at the
     time of executing this Agreement, may have materially affected this
     settlement. Nevertheless, you hereby waive any right, claim, or cause of
     action that might arise as a result of such different or additional claims
     or facts.

     You also agree that should you breach this agreement by filing any charge
     or beginning any suit as described in this paragraph you will immediately
     repay to the Company the sums you have received under paragraph 1, above,
     less $100.00 and further agree that in such event the Company will have no
     further obligation to provide you with additional pay or benefits under
     this agreement, but that all other provisions of this agreement will remain
     in effect.

10.  You agree that, prior to your termination date of March 1, 2000, you will
     return to the Company all Company credit cards, keys, customer lists and
     records, policy and procedure manuals, price lists, business contracts and
     other documents and information belonging to the Company. You also agree to
     return all Company property, including but not limited to cell phones, and
     laptop/personal computers.




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11.  You recognize that the Company possesses certain business and financial
     information about its operations, information about new or envisioned
     products or services, manufacturing methods, product research, product
     specifications, records, plans, prices, costs, customer lists, concepts and
     ideas, and is the owner of proprietary rights in certain systems, methods,
     processes, procedures, technical and non-technical information, inventions,
     machinery, research and other things which constitutes valuable trade
     secrets of the Company. You acknowledge that you have been employed in
     positions in which you have had access to such information and that the
     Company has a legitimate interest in protecting such confidential and
     proprietary information in order to maintain and enhance a competitive edge
     within its industries. Accordingly, you agree that you will not use or
     remove, duplicate or disclose, directly or indirectly, to any persons or
     entities outside the Company any information, property, trade secrets or
     other things of value which have not been publicly disclosed. In the event
     that you are requested or required in a judicial, administrative or
     governmental proceeding to disclose any information that is the subject
     matter of this Paragraph, you will provide the Company with prompt written
     notice of such request and all related proceedings so that the Company may
     seek an appropriate protective order or remedy or, as soon as practicable,
     waive your compliance with the provisions of this Paragraph.

12.  You agree that you will not, directly or indirectly, for a period of one
     (1) year following the effective date of the Agreement, engage in work or
     other activity the same or similar to work which you performed for the
     Company, for any Kitchen Housewares producer or seller which competes with
     the Company.

13.  You agree that you will not, directly or indirectly, for a period of one
     (1) year following the effective date of this Agreement solicit or recruit
     other employees of the Company to leave their employment with the Company.

14.  By entering into this Agreement, the Company does not admit to the breach
     of any contractual or other promises to you, and does not admit to the
     violation of any federal, state, local or other statute or law, including,
     but not limited to, those laws referred to in Paragraph 10 of this
     Agreement, and any claimed breaches or violations are hereby specifically
     denied.

15.  The Parties agree that this Agreement shall be construed in accordance with
     New York law, and that any action brought by any party hereunder may be
     instituted and maintained only in the appropriate court having jurisdiction
     over New York.

16.  In making your decision, you recognize that you have the right to seek
     advice and counsel from an attorney, if you so choose. You also have
     twenty-one (21) days from the date this agreement is presented to you to
     decide whether to sign this agreement.




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17.  You have seven (7) calendar days from the date you sign this Agreement to
     cancel it in writing. You also understand that this Agreement will not bind
     either 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 box
     below (or by any other written signed notice) and delivering it to the
     Company within seven days of your signing this Agreement.

                                    Very truly yours,


                                    C. Robert Kidder
                                    Chairman
                                    Corning Consumer Products Company
                                    January 27, 2000


ACCEPTED:


------------------------                    ----------------------
Associate's Signature                       Date

WITNESS: ______________________             At: ____________________
                                                Location

CANCELLATION NOTICE:

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


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Date                                        Signature