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                                                          Exhibit (10)(xxiii)(k)

                           PAY AGREEMENT AND RELEASE


This agreement effective on the last date executed below, contains all the
understandings between Doug Smith and Borden Foods Corporation 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 total amount of $1,030,000, to be paid to
     you in 48 semi-monthly installments in amounts of $21,458.33 each for the
     period beginning on your termination date and ending on November 1, 1999
     (your "Severance Period"). Deductions for cash advances, other money due
     the Company and as required by statute or regulation, will be made from
     this allowance. Your official termination date will be November 1, 1997.
     Between now and your termination date you are relieved of your duties and
     need not report for duty.


2.   Any bonus to which you might be entitled for calendar year 1997 will be
     based upon 1997 financial performance of Borden Foods Corporation. Any
     bonus will be paid following the February, 1998, meeting of the Borden, Inc
     Board of Directors. A calculation will be made against your personal target
     of 60% of your annual base salary, with the incentive payment capped at
     $309,000.00.


3.   In accordance with the Borden Foods Management Equity Plan, your units will
     be repurchased at the Ordinary Purchase Price which is the lesser of: (a)
     The Original Purchase Price plus a portion (equal to the vested percentage)

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     of any increase in the Modified Book Value Per Unit; or (b) the Modified
     Book Value Per Unit. Because the unaligned businesses are being sold in a
     series of transactions over the next few months, you may elect a Modified
     Book Value calculation date of: (a) November 30, 1997, the last day of the
     month in which your employment terminated; or (b) a date, determined by the
     Board of Directors, which closely follows completion of the planned sales.
     This date is currently estimated to be January 31, 1998. Vesting will be
     determined on the date Modified Book Value is calculated. The election of
     your Modified Book Value calculation date is irrevocable. All Unit
     Appreciation Rights will be valued on the same date and, in accordance with
     the Plan, they will be terminated if they are "underwater."


4.   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.


5.   You also understand that your active participation in all active Company
     sponsored employee benefit programs cease on the date of your termination
     except that you may elect to continue your medical/dental benefits at
     normal active associate contributions through your Severance Period. Any
     money due from Company benefit plans, such as vested 401(k) balances will
     be paid to you in addition to the amount paid under this Agreement pursuant
     to the terms of such plans. You will also receive payment for 4 weeks of
     accrued but unused 1997 vacation. You have 31 days from your termination
     date to convert group life coverage to an individual policy without the
     requirement of a physical examination.

     I elect the above described medical/dental continuation during my Severance
     Period at normal active associate contribution rates.

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6.   You will be provided with executive outplacement services through Drake
     Beam Moren or Right Associates in Columbus or another city where the firm
     you select has an office. Selection of the firm must be completed within 21
     days of your termination date. The services must be initiated within six
     (6) months of your termination date and will continue to the earlier of
     your employment or 24 months of outplacement services. 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. The Company will also reimburse you for documented job search
     expenses of up to $2,400.00.


7.   In lieu of relocation, you will receive a payment of $192,000, within 30
     days of execution of this agreement.


8.   You have the opportunity to purchase the cell phone you have been using for
     $600 within 30 days of execution of this agreement. It is your
     responsibility to establish service through a carrier.


9.   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.


10.  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.


     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

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     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

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     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.


11.  You agree that, immediately upon execution of the Agreement by all Parties,
     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.


12.  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 industry. 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.

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13.  You agree that you will not, directly or indirectly, for a period of two
     (2) years following the effective date of this Agreement, engage in work or
     other activity the same or similar to work which you performed for the
     Company, for any competitors of the pasta or pasta sauce wherever such
     competitors are located.


14.  You agree that you will not, directly or indirectly, for a period of two
     (2) years following the effective date of this Agreement solicit business
     from any customer of the company, or from any person responsible for
     referring business to the Company, for any competitor of the Company or for
     your own interests if you should become a competitor of the Company. You
     further agree that you will not, directly or indirectly, solicit or recruit
     other employees of the Company to leave their employment with the Company.


15.  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.


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


17.  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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18.  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,

                                             /s/ C. Robert Kidder

                                             C. Robert Kidder
                                             Chairman, Borden Foods Corporation
                                             November 6, 1997


ACCEPTED:

/s/ XXXXXXXXXXXXX
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Associate's Signature



Date: 11/7/97                                WITNESS:
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At Upper Arlington, OH                       /s/ XXXXXXXXXXXXXXXXXXX
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[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

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