Exhibit  4.3

          THE AMENDED AND RESTATED 1996 STOCK PURCHASE AND OPTION PLAN
                              FOR KEY EMPLOYEES OF
                     BORDEN CHEMICAL, INC. AND SUBSIDIARIES
                                  SEPTEMBER 2003


1.      Purpose  of  Plan
        -----------------

     The  1996  Stock  Purchase  and  Option  Plan  for  Key Employees of Borden
Chemical,  Inc.  and  Subsidiaries  (the  "Plan")  is  designed:
                                           ----

     a.     to  promote  the  long term financial interests and growth of Borden
Chemical,  Inc. (the  "Corporation")  and  its  subsidiaries  by
                       -----------
attracting  and  retaining management personnel with the training, experience
and  ability  to  enable  them  to  make a substantial contribution  to  the
success  of  the  Corporation's  business;

     b.     to  motivate  management  personnel  by  means  of  growth-related
incentives  to achieve  long  range  goals;  and

     c.     to  further  the identity of interests of participants with those of
the  stockholders  of the  Corporation  through  opportunities for
increased  stock,  or  stock-based, ownership  in  the Corporation.

2.      Definitions
        -----------

     As used in the Plan, the following words shall have the following meanings:

     a.     "Grant"  means  an  award made to a Participant pursuant to the Plan
and  described in  Paragraph  5, including, without limitation, an award  of  an
Incentive  Stock Option,  Stock  Option,  Stock Appreciation  Right,  Dividend
Equivalent Right, Restricted Stock, Purchase  Stock,  Performance  Units,
Performance Shares or Other Stock  Based  Grant,  or  any  combination  of  the
foregoing.

     b.     "Grant  Agreement"  means an agreement between the Corporation and a
Participant  that sets forth the terms, conditions and limitations applicable to
a Grant.

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

     d.     "Committee"  means  the  Compensation  Committee  of  the  Board  of
Directors.

     e.     "Common  Stock"  or  "Share"  means common stock of the Corporation,
which may  be  authorized  but unissued, or issued and reacquired.


     f.     "Employee"  means  a  person,  including  an officer, in the regular
             --------
full-time employment  of  the  Corporation  or  one  of  its Subsidiaries  who,
in  the  opinion  of the  Committee, is, or is expected,  to  be  primarily
responsible for the management, growth or protection  of  some  part  or  all
af  the  business  of  the  Corporation.

     g.     "Exchange  Act"  means  the  Securities  Exchange  Act  of  1934, as
             -------------
amended.

     h.     "Fair  Market  Value"  means  such  value of a Share as reported for
             -------------------
stock exchange to transactions and/or determined in accordance with any
applicable  resolutions  or regulations  of  the Committee in effect  at  the
relevant  time.

     i.     "Participant"  means  an  Employee,  or other person having a unique
             -----------
relationship with  the  Corporation or one of its Subsidiaries, to whom  one  or
more Grants have been made and such Grants have not all  been  forfeited  or
terminated  under  the Plan;  provided, however,  a  non-employee  director  of
                             ---------  -------
the  Corporation  or  one  of  its Subsidiaries  may  not be  a  Participant.

     j.     "Stock-Based  Grants" means the collective reference to the grant of
             -------------------
Stock Appreciation  Rights,  Dividend  Equivalent  Rights, Restricted  Stocks,
Performance Units,  Performance  Shares  and Other Stock  Based  Grants.

     k.     "Stock  Options"  means the collective reference to "Incentive Stock
             --------------
Options"  and "Other  Stock  Options".

     l.     "Subsidiary"  means any corporation other than the Corporation in an
             ----------
unbroken chain  of  corporations beginning with the Corporation if each  of  the
corporations other than the last corporation in the  unbroken chain owns 50%
or more of the voting stock in one of the  other  corporations  in  such  chain.

3.      Administration  of  Plan
        ------------------------

     a.     The  Plan  shall  be  administered  by  the  Committee.  None of the
members  of  the Committee  shall  be  eligible to be selected for Grants  under
the  Plan, or  have been so eligible for selection within one year prior thereto
; provided, however, that the members of the Committee shall qualify to
  --------  -------
administer the Plan for purposes of Rule 16b-3 (and any other applicable rule)
promulgated under Section 16(b) of the Exchange Act to the extent that the
Corporation is subject to such rule. The Committee may adopt its own rules of
procedure, and the action of a majority of the Committee, taken at a meeting
or taken without a meeting by a writing signed by such majority, shall
constitute action by the Committee. The Committee shall have the power and
authority to administer, construe and interpret the Plan, to make rules for
carrying it out and to make changes in such rules. Any such interpretations,
rules, and administration shall be consistent with the basic purposes of the
Plan.

     b.     The  Committee  may  delegate  to the Chief Executive Officer and to
other senior officers of the Corporation its duties under the Plan
subject  to  such  conditions  and limitations  as  the Committee shall
prescribe  except  that  only the Committee may  designate and make
Grants  to  Participants  who  are  subject  to  Section  16  of  the
Exchange  Act.

     c.     The  Committee  may  employ  attorneys,  consultants,  accountants,
appraisers,  brokers  or  other  persons.  The  Committee,  the Corporation,
and  the  officers  and   directors of the Corporation shall  be entitled to
rely upon the advice, opinions or  valuations of  any  such  persons.
All  actions  taken  and  all  interpretations  and determinations  made  by
the Committee in good faith shall be final and binding upon  all  Participants,
the  Corporation and all other interested persons.  No member of the Committee
shall be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan or the Grants, and all members  of  the
Committee  shall  be  fully protected by the Corporation  with respect  to  any
such  action, determination or interpretation.

4.      Eligibility
        -----------

     The  Committee  may  from  time  to time make Grants under the Plan to such
Employees, or other persons having a unique relationship with Corporation or any
of  its  Subsidiaries,  and  in  such form and having such terms, conditions and
limitations  as  the  Committee may determine.  No Grants may be made under this
Plan  to  non-employee  directors of the Corporation or any of its Subsidiaries.
Grants  may  be  granted  singly,  in  combination  or  in  tandem.  The  terms,
conditions  and limitations of each Grant under the Plan shall be set forth in a
Grant  Agreement, in a form approved by the Committee, consistent, however, with
the  terms  of  the  Plan; provided, however, such Grant Agreement shall contain
                           --------  -------
provisions dealing with the treatment of Grants in the event of the termination,
death or disability of a Participant, and may also include provisions concerning
the  treatment  of  Grants  in  the event of a change of control of Corporation.

5.      Grants
        ------

     From  time  to  time, the Committee will determine the forms and amounts of
Grants  for  Participants.  Such  Grants  may  take  the  following forms in the
Committee's  sole  discretion:

      a.     Incentive  Stock  Options  -  These  are  stock  options within the
             -------------------------
meaning  of  Section  422 of  the Internal Revenue Code of 1986, as  amended
("Code"),  to  purchase Common Stock.  In addition to other restrictions
--------
contained in the Plan, an option  granted under this Paragraph  5(a),
(i)  may  not  be  exercised  more  than  10  years after  the  date  it is
granted, (ii) may not have an option price less than the Fair Market  Value
of  Common  Stock  on  the  date the option is granted,  (iii)  must  otherwise
comply with Code Section 422, and (iv)  must  be  designated  as  an
"Incentive Stock Option" by the Committee.  The  maximum aggregate  Fair
Market  Value  of Common Stock  (determined  at the time of each Grant)
with respect to which  any  Participant  may  first  exercise Incentive Stock
Options under this  Plan  and  any Incentive Stock Options granted to the
Participant for such year under  any  plans of the Corporation or any Subsidiary
in any calendar  year  is $100,000.  Payment of the option price shall be made
in cash or in shares of Common Stock, or a combination thereof, in accordance
with the terms of the Plan, the Grant Agreement, and of any applicable
guidelines of the Committee in effect at the time.


      b.     Other  Stock  Options - These are options to purchase Common Stock,
             ---------------------
which  are not  designated  by  the  Committee as "Incentive Stock Options".
At  the time of the Grant the Committee shall determine, and shall  have
contained in the Grant Agreement or other Plan rules, the  option  exercise
period,  the  option  price, and such other conditions  or  restrictions  on
the  grant  or  exercise  of the option as the Committee  deems  appropriate,
which may include the requirement that the grant of  options  is predicated on
the acquisition of Purchase Shares under Paragraph 5(e)  by the Optionee.
In addition to other restrictions contained in the Plan, an option  granted
under  this Paragraph 5(b), (i) may not be exercised more than 10 years after
the date it is granted and (ii) may  not have an option exercise price less
than 50% of the Fair Market Value  of Common Stock on the date the option is
granted.  Payment of  the  option  price  shall  be  made  in  cash  or  in
shares  of Common  Stock, or a combination thereof, in accordance with the
terms of the Plan and of any applicable guidelines of the Committee in effect
at the time.

      c.     Stock  Appreciation  Rights  -  These  are  rights that on exercise
             ---------------------------
entitle  the  holder  to receive the excess of (i) the Fair Market Value of a
share of Common Stock on the date of exercise over (ii) the  Fair  Market  Value
on  the  date  of  Grant  (the  "base value") multiplied  by  (iii)  the  number
                                ------------
of rights exercised as determined by the Committee. Stock Appreciation
Rights granted under the Plan may, but need not be, granted in conjunction
with an Option under Paragraph 5(a) or 5(b). The Committee, in the Grant
Agreement or by other Plan rules, may impose such conditions or
restrictions on the exercise of Stock Appreciation Rights as it deems
appropriate, and may terminate, amend, or suspend such Stock Appreciation
Rights at any time. No Stock Appreciation Right granted under this Plan may
be exercised less than 6 months after the date it is granted except in the
event of death or disability of a Participant, or more than 10 years after
the date it is granted. To the extent that any Stock Appreciation Right
that shall have become exercisable, but shall not have been exercised or
cancelled or, by reason of any termination of employment, shall have become
non-exercisable, it shall be deemed to have been exercised automatically,
without any notice of exercise, on the last day of which it is exercisable,
provided that any condition or limitations on its exercise are satisfied
(other than (i) notice of exercise and (ii) exercise or election to
exercise during the period prescribed) and the Stock Appreciation Right
shall then have value. Such exercise shall be deemed to specify that the
holder elects to receive cash and that such exercise of a Stock
Appreciation Right shall be effective as of the time of automatic exercise.


      d.     Restricted  Stock - Restricted Stock is Common Stock delivered to a
             -----------------
Participant with  or  without  payment  of  consideration  with restrictions
or conditions on the  Participant's right to transfer or  sell  such  stock;
provided  that the price of any Restricted Stock  delivered  for  consideration
--------
and  not  as  bonus  stock  may  not  be less  than  50%  of  the  Fair  Market
Value  of  Common Stock on the date such Restricted Stock is granted or the
price of such Restricted Stock may be the par value.  If  a  Participant
irrevocably  elects  in writing in the calendar year preceding Grant  of
Restricted  Stock,  dividends  paid  on  the Restricted Stock granted may be
paid in shares of Restricted Stock equal  to  the  cash dividend paid on Common
Stock.  The number of shares  of  Restricted Stock and the restrictions or
conditions  on such shares  shall  be  as  the  Committee  determines,  in
the  Grant  Agreement or by  other  Plan  rules,  and the certificate for the
Restricted Stock shall bear evidence of  the  restrictions  or conditions.
No Restricted Stock may have a restriction   period of less than 6 months,
other than in the case  of  death  or  disability.

      e.     Purchase  Stock - Purchase Stock are shares of Common Stock offered
             ---------------
to a Participant at such price as determined by the Committee, the acquisition
of  which  will make him eligible to receive under the Plan,  including,
but  not  limited  to,  Other  Stock  Options; provided,  however, that the
                                              ---------   -------
price of such Purchase Shares may not be  less  than 50% of the Fair Market
Value of the Common Stock  on the  date  such  shares  of  Purchase  Stock
are  offered.

      f.     Dividend  Equivalent  Rights  -  These  are  rights to receive cash
             ----------------------------
payments  from  the Corporation  at  the same time and in the same amount  as
any cash dividends paid on an equal number of shares of Common  Stock  to
shareholders  of  record during  the period such rights are effective.
The Committee, in the Grant Agreement or  by other  Plan  rules,  may impose
such restrictions and conditions on the Dividend Equivalent  Rights,  including
the date such rights will terminate, as it deems appropriate,  and  may
terminate, amend, or suspend such Dividend Equivalent Rights  at  any  time.

      g.     Performance  Units  -  These  are  rights to receive at a specified
             ------------------
future date, payment in cash of an amount equal to all or a portion of the value
of a unit granted by the Committee. At the time of the Grant, in the Grant
Agreement or by other Plan rules, the Committee must determine the base value of
the unit, the performance factors applicable to the determination of the
ultimate payment value of the unit and the period over which Corporation
performance will be measured. These factors must include a minimum performance
standard for the Corporation below which no payment will be made and a maximum
performance level above which no increased payment will be made. The term over
which Corporation performance will be measured shall be not less than six
months.


      h.     Performance  Shares  -  These  are rights to receive at a specified
             -------------------
 future date, payment in cash or Common Stock, as determined by the
 Committee, of an amount equal to all or a portion of the Fair Market Value
 for all days that the Common Stock is traded during the last forty-five
 (45) days of the specified period of performance of a specified number of
 shares of Common Stock at the end of a specified period based on
 Corporation performance during the period. At the time of the Grant, the
 Committee, in the Grant Agreement or by Plan rules, will determine the
 factors which will govern the portion of the rights so payable and the
 period over which Corporation performance will be measured. The factors
 will be based on Corporation performance and must include a minimum
 performance standard for the Corporation below which no payment will be
 made and a maximum performance level above which no increased payment will
 be made. The term over which Corporation performance will be measured shall
 be not less than six months. Performance Shares will be granted for no
 consideration.

      i.     Other  Stock-Based  Grants  -  The  Committee may make other Grants
             --------------------------
under  the Plan  pursuant  to  which shares of Common Stock (which may,  but
need  not,  be shares  of  Restricted Stock pursuant to Paragraph  5(d)),
are  or  may  in  the  future be  acquired, or Grants denominated  in
stock  units,  including  ones  valued  using measures  other  than  market
value.  Other  Stock-Based  Grants  may  be granted  with or without
consideration; provided, however, that the price of any such Grant made for
               --------- -------
consideration that provides for the acquisition of shares of Common  Stock or
other equity securities of the Corporation may not be less than 50%  of  the
Fair  Market  Value  of  the  Common  Stock  or  such other equity securities
on  the  date of grant of such Grant.  Such Other Stock-Based Grants may be
made  alone,  in addition to or in tandem with any Grant of any type  made
under the  Plan and must be consistent with the purposes of the  Plan.

6.      Limitations  and  Conditions
        ----------------------------

     a.     The  number  of Shares available for Grants under this Plan shall be
11,470,633 shares  of  the  authorized  Common  Stock.  Unless restricted  by
applicable  law,  Shares related to Grants that are forfeited, terminated,
cancelled or expire unexercised, shall immediately  become  available  for
Grants.

     b.     No  Grants  shall  be made under the Plan beyond ten years after the
effective  date of  the  Plan,  but the terms of Grants made on or before  the
expiration  thereof  may extend  beyond  such expiration.  At  the  time a
Grant is made or amended or the terms or  conditions  of  a  Grant  are
changed,  the  Committee  may  provide  for limitations  or  conditions
on  such  Grant.

     c.     Nothing  contained  herein shall affect the right of the Corporation
to  terminate  any Participant's  employment  at  any  time  or for any reason.

     d.     Deferrals  of  Grant  payouts  may  be  provided  for,  at  the sole
discretion  of  the Committee,  in  the  Grant  Agreements.

     e.     Except  as otherwise prescribed by the Committee, the amounts of the
Grants  for any  employee  of  a  Subsidiary, along with interest, dividend,
and  other expenses accrued on deferred Grants shall be charged  to the
Participant's employer during the period for which the  Grant  is  made.
If the Participant is employed by more  than one  Subsidiary  or  by  both
the Corporation and a Subsidiary during the period for  which  the Grant is
made, the Participant's Grant and related expenses will be allocated
between the companies employing the Participant in a manner prescribed  by
the  Committee.

     f.     Other  than  as  specifically provided with regard to the death of a
Participant,  no  benefit  under  the  Plan shall be subject in any manner to
anticipation, alienation, sale,  pledge, encumbrance, or charge,  and  any
attempt to do so shall be void.  No  such benefit shall,  prior  to  receipt
thereof  by  the  Participant,  be  in  any  manner liable  for  or  subject
to  the debts, contracts, liabilities, engagements, or torts  of  the
Participant.  Notwithstanding  the  foregoing,  the Committee  may,  in  its
discretion, authorize all or a portion of the  options  to  be granted to an
optionee to be on terms which permit transfer  by  such  optionee  to
(1)  the  spouse,  children  or grandchildren  of  the  optionee
("Immediate  Family Members"), (ii) a trust or trusts for  the  exclusive
benefit  of  such Immediate Family Members, (iii) a partnership or other
entity in which such Immediate Family Members  are the only partners, members

or beneficiaries, provided that,  (x)  the  stock  option  agreement
                 --------------
pursuant to which such options are granted must be approved by the
Committee, and must expressly provide for transferability in a manner
consistent with this Section, (y) subsequent transfers or transferred
options shall be prohibited except transfers by will or by the applicable
laws of descent and distribution, and (z) the transferees shall agree to be
bound by the provisions of this Plan. Following transfer, any such options
shall continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer.


     g.     Participants  shall  not be, and shall not have any of the rights or
privileges  of,  stockholders  of the Corporation in respect of any Shares
purchasable  in  connection  with any Grant unless and until  certificates
representing any such Shares have been issued by  the  Corporation  to  such
Participants.

     h.     No  election  as  to  benefits  or  exercise of Stock Options, Stock
Appreciation  Rights,  or  other  rights  may  be  made  during  a Participant's
lifetime by anyone  other than the Participant except by  a  legal
representative  appointed for or by the Participant.

     i.     Absent express provisions to the contrary, any grant under this Plan
shall  not  be deemed  compensation  for  purposes  of  computing benefits
or  contributions  under any  retirement  plan  of  the Corporation  or its
Subsidiaries and shall not affect any benefits under  any  other  benefit
plan  of  any  kind  or subsequently in effect under which  the
availability  or  amount  of  benefits  is  related  to  level  of compensation.
This  Plan  is  not  a "Retirement Plan" or "Welfare Plan"  under  the
Employee Retirement Income Security Act of 1974, as  amended.

     j.     Unless  the  Committee  determines  otherwise, no benefit or promise
under  the  Plan shall  be  secured  by  any  specific  assets  of  the
Corporation  or  any  of  its  subsidiaries, nor shall any assets of the
Corporation or any of its Subsidiaries be designated as  attributable  or
allocated  to  the  satisfaction  of  the  Corporation's obligations
under  the  Plan.

7.      Transfers  and  Leaves  of  Absence
        -----------------------------------

     For  purposes  of the Plan, unless the Committee determines otherwise:  (a)
a  transfer  of  a  Participant's  employment  without  an intervening period of
separation  among  the  Corporation  and  any  Subsidiary  shall not be deemed a
termination  of  employment,  and  (b) a Participant who is granted in writing a
leave  of  absence  shall  be  deemed  to  have  remained  in  the employ of the
Corporation  during  such  leave  of  absence.

8.      Adjustments
        -----------

     In  the  event of any change in the outstanding Common Stock by reason of a
stock  split,  spin-off,  stock dividend, stock combination or reclassification,
recapitalization  or  merger, change of control, or similar event, the Committee
may  adjust appropriately the number of Shares subject to the Plan and available
for or covered by Grants and Share prices related to outstanding Grants and make
such  other  revisions to outstanding Grants as it deems are equitably required.


9.     Merger,  Consolidation, Exchange, Acquisition, Liquidation or Dissolution
       -------------------------------------------------------------------------

          In  its  absolute  discretion,  and on such terms and conditions as it
deems appropriate, coincident with or after the grant of any Stock Option or any
Stock-Based  Grant,  the  Committee  may  provide  that  such  Stock  Option  or
Stock-Based  Grant  cannot be exercised after the merger or consolidation of the
Corporation  into  another corporation, the exchange of all or substantially all
of  the assets of the Corporation for the securities of another corporation, the
acquisition  by  another  corporation  of  80% or more of the Corporation's then
outstanding  shares  of  voting stock or the recapitalization, reclassification,
liquidation or dissolution of the Corporation, and if the Committee so provides,
it  shall,  on such terms and conditions as it deems appropriate in its absolute
discretion,  also  provide,  either  by  the  terms  of  such  Stock  Option  or
Stock-Based  Grant  or  by  a resolution adopted prior to the occurrence of such
merger,  consolidation,  exchange,  acquisition,  recapitalization,
reclassification,  liquidation  or  dissolution,  that,  for some period of time
prior to such event, such Stock Option or Stock-Based Grant shall be exercisable
as  to  all  shares  subject  thereto,  notwithstanding anything to the contrary
herein  (but  subject  to  the  provisions of Paragraph 6(b)) and that, upon the
occurrence of such event, such Stock Option or Stock-Based Grant shall terminate
and  be of no further force or effect; provided, however, that the Committee may
also  provide,  in  its  absolute  discretion,  that even if the Stock Option or
Stock-Based  Grant shall remain exercisable after any such event, from and after
such event, any such Stock Option or Stock-Based Grant shall be exercisable only
for  the  kind  and  amount  of  securities  and/or  other property, or the cash
equivalent  thereof,  receivable  as  a  result of such event by the holder of a
number of shares of stock for which such Stock Option or Stock-Based Grant could
have  been  exercised  immediately  prior  to  such  event.


10.      Amendment  and  Termination
         ---------------------------

     The Committee shall have the authority to make such amendments to any terms
and conditions applicable to outstanding Grants as are consistent with this Plan
provided  that,  except  for  adjustments under Paragraph 8 or 9 hereof, no such
action  shall  modify  such Grant in a manner adverse to the Participant without
the  Participant's  consent  except  as  such  modification  is  provided for or
contemplated  in  the  terms  of  the  Grant.

     The Board of Directors may amend, suspend or terminate the Plan except that
no such action, other than an action under Paragraph 8 or 9 hereof, may be taken
which  would,  without  shareholder  approval,  increase the aggregate number of
Shares  available  for  Grants under the Plan, decrease the price of outstanding
Options  or  Stock  Appreciation Rights, change the requirements relating to the
Committee  or  extend  the  term  of  the  Plan.


11.       Foreign  Options  and  Rights
         -----------------------------

     The  Committee  may make Grants to Employees who are subject to the laws of
nations other than the United States, which Grants may have terms and conditions
that  differ  from  the  terms thereof as provided elsewhere in the Plan for the
purpose  of  complying  with  foreign  laws.

12.      Withholding  Taxes
         ------------------

     The  Corporation  shall have the right to deduct from any cash payment made
under the Plan any federal, state or local income or other taxes required by law
to  be  withheld  with  respect to such payment.  It shall be a condition to the
obligation  of  the Corporation to deliver shares upon the exercise of an Option
or  Stock  Appreciation Right, upon payment of Performance units or shares, upon
delivery  of  Restricted  Stock  or  upon exercise, settlement or payment of any
Other  Stock-Based Grant that the Participant pay to the Corporation such amount
as  may  be  requested  by  the  Corporation  for  the purpose of satisfying any
liability  for such withholding taxes.  Any Grant Agreement may provide that the
Participant may elect, in accordance with any conditions set forth in such Grant
Agreement, to pay a portion or all of such withholding taxes in shares of Common
Stock.

13.      Effective  Date  and  Termination  Dates
         ----------------------------------------

     The  Plan  shall  be effective on and as of the date of its approval by the
stockholders  of  the  Corporation  and  shall  terminate  on December 31, 2016,
subject  to  earlier termination by the Board of Directors pursuant to Paragraph
10.  (amd.  9/03)


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