<PAGE>   1
                                                       EXHIBIT 10 (xiii)



                                  BORDEN, INC.

                      EXECUTIVES SUPPLEMENTAL PENSION PLAN

                   Amended and Restated as of January 1, 1996
















                                                As Adopted March 12, 1998



<PAGE>   2


                                    FOREWORD

Effective as of January 1, 1981, Borden, Inc. adopted the Borden, Inc. Executive
Family Survivor Protection Plan (the "Survivor Plan") for the benefit of certain
of its executives. The purpose of the Survivor 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.

Effective as of January 1, 1976, Borden, Inc. adopted the Borden, Inc.
Executives Excess Benefits Plan (the "Excess Plan") for the benefit of certain
of its executives. The Excess Plan has been amended from time to time thereafter
and was last restated effective January 1, 1988. The Excess Plan was intended to
be an "excess benefits plan" as that term is defined in Section 3(36) of the
Employee Retirement Income Security Act of 1974.

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 and was
amended and restated effective as of January 1, 1988, January 1, 1989 and
December 9, 1993.

The purposes of the Plan 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.

Effective as of January 1, 1996, the Excess Plan and Survivor Plan are merged
into the Plan and the Plan is amended and restated in its entirety. The Plan, as
so amended and restated, applies to all eligible employees in the employ of the
Employer (as that term is defined herein) on or after January 1, 1996. The
rights and obligations with respect to each former employee of an Employer who
retired or whose employment terminated prior to January 1, 1996 shall be
determined under the terms and provisions of the plan as in effect as of the
date of such retirement or termination of employment.

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.


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                                       13

                                   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 and Section 1 of the Borden RSP are
     applicable under the Plan.

1.2  "Accrued ERIP 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.

1.3  "Accrued Supplemental ERIP 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 and had the amount of Deferred Compensation and Excluded
     Compensation been recognized as "Compensation" under the Borden ERIP over
     (ii) the participant's Accrued ERIP Regular 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  "Corporation" means Borden, Inc. and any successor to such corporation by
     merger, purchase or otherwise.

1.8  "Deferred Compensation" means (i) the amount of a Highly Paid Executive's
     compensation for a year after 1995 that such Highly Paid Executive has
     deferred until a later year pursuant to an election under Section 3.3 of
     this Plan together with the deemed earnings on such deferred amounts.

1.9  "Employer" means the Corporation or a subsidiary or affiliate of the
     Corporation adopting the Plan pursuant to the provisions of section 7.

1.10 "Excluded Compensation" means that part of total compensation paid to a
     Highly Paid Executive earned from an Employer which 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.

1.11 "Highly Paid Executive" means an individual employed by an Employer in a
     key executive or managerial position who during the calendar year earns
     Excluded Compensation.

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1.12 "Pension Committee" means the Pension Committee as appointed from time to
     time by the Board of Directors.

1.13 "Plan" means the Borden, Inc. Executives Supplemental Pension Plan amended
     and restated as of January 1, 1996 and as thereafter amended from time to
     time.

1.14 "Prior Plans" means Borden, Inc. Executive Supplemental Pension Plan,
     Borden, Inc. Executives Excess Benefits Plan and the Borden, Inc. Executive
     Family Survivor Protection Plan, each as in effect prior to January 1,
     1996.

1.15 "Prior Plan Benefits" means benefits accrued under the Prior Plans as of
     December 31, 1995 and any additional deemed earnings on such benefits as
     provided in the Prior Plans.

                                       2


<PAGE>   5


                                   SECTION TWO
                                   -----------

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


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

              Participation in the Plan shall be limited to:

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

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

               (c)  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;

               (d)  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

               (e)  persons entitled to Prior Plan Benefits.


                                       3

<PAGE>   6


                                  SECTION THREE
                                  -------------

                                 Benefit Amounts
                                 ---------------


3.1           Supplemental ERIP 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
              (i) on account of the limitations on benefits imposed by Section
              C9 and (ii) as a result of the fact that the amount of Deferred
              Compensation and Excluded Compensation are not recognized as
              "Compensation" under the Borden ERIP, shall be termed a
              "Supplemental ERIP 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 4.

3.2           Supplemental RSP Contributions
              ------------------------------

              The aggregate amount, if any, of the amount of matching Employer
              contributions which would have been made on behalf of a
              participant pursuant to Section 4.1 or Section 4.2 of the Borden
              RSP (i) had the participant's Deferred Compensation been
              contributed by the participant to the Borden RSP and (ii) but for
              the limitation imposed by Section 4.3 of the Borden RSP, together
              with "deemed earnings" on such amount, shall be termed
              "Supplemental RSP 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 4.
              "Deemed earnings" for Supplemental RSP Contributions shall be
              earnings at the rate of investment return during the comparable
              period of time for Fund A under the Borden RSP. A bookkeeping
              account ("Supplemental RSP Contributions Account") shall be
              maintained for each affected participant to record the amount of
              such Supplemental RSP Contributions.

3.3           Deferred Compensation
              ---------------------

              Elections of Deferred Compensation shall be made only by 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 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%). 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


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               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 an
               incentive plan where the payment is deferred beyond the calendar
               year following the year in which it is earned. A Deferred
               Compensation election with respect to compensation for a
               particular calendar year (i) must be made before January 1 of
               such calendar year, (ii) 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.

               "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.

     3.4       Prior Plan Benefits
               -------------------

              Participants in the Plan who have Prior Plan Benefits not
              otherwise provided for under this Plan shall be paid such benefits
              as provided in the Prior Plans.


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<PAGE>   8


                                  SECTION FOUR

                               General Provisions
                               ------------------

4.1       (a)  The Corporation shall make no provision for the funding of
               any Supplemental ERIP Benefits, Prior Plan Benefits, Supplemental
               RSP Company Contributions 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 ERIP Benefits, Prior Plan Benefits,
               Supplemental RSP Company Contributions 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 ERIP Benefit
                    or corresponding Prior Plan 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;

               (ii) Subject to the provisions of subsections (e), (f) and (h)
                    below, a person entitled to Supplemental RSP Company
                    Contributions or corresponding Prior Plan Benefit shall have
                    a claim upon the 


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<PAGE>   9



                    Corporation only to the extent of the Supplemental Company
                    RSP Contributions Account, or corresponding Prior Plan
                    Benefit and the amount of such Account or Prior Plan Benefit
                    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; and

              (iii) Subject to the provisions of subsections (e), (f) and (h)
                    below, a person entitled to Deferred Compensation or
                    corresponding Prior Plan Benefit shall have a claim upon the
                    Corporation only to the extent of the Participant Deferred
                    Account or corresponding Prior Plan Benefit and the amount
                    of such Account or Prior Plan Benefit shall be paid to the
                    participant or beneficiary in accordance with the terms of
                    the participant's Deferred Compensation election or
                    elections under Section 3.3 or as appropriate under the
                    Prior Plan.

     (d)  In the event that the Borden ERIP shall be terminated in accordance
          with Section C6 thereof, Supplemental ERIP Benefits or Prior Plan
          Benefit 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 ERIP Benefit or Prior Plan
          Benefit is continued to be provided by the assets of the Pension Fund
          of the Borden ERIP; but such continued payment of Supplemental ERIP
          Benefits or Prior Plan 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, Supplemental RSP Company Contributions
          Accounts or corresponding Prior Plan Benefit 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 Supplemental RSP Company Contributions Account plus
          the Participant Deferred Account plus the present actuarial value
          (determined as hereinafter provided) of the participant's Accrued
          Supplemental ERIP Benefit and corresponding Prior Plan Benefits: (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; 

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<PAGE>   10


          (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 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.

     (g)  A participant's Supplemental ERIP Benefit and any corresponding Prior
          Plan Benefit shall be paid to the participant in the same form and at
          the same time as the participant's Accrued ERIP Regular Benefit.

     (h)  The participant's beneficiary under this Plan with respect to his or
          her Participant Deferred Account and any corresponding Prior Plan
          Benefit 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 under the Borden RSP.

          The participant's beneficiary or joint annuitant under this Plan with
          respect to his or her Supplemental ERIP Benefit and any corresponding
          Prior Plan 


                                       8



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          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 RSP Company Contributions Account and any
          corresponding Prior Plan Benefit 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 Four reference is made to "Supplemental ERIP
          Benefits" or "Accrued ERIP Supplemental Benefits" such terms shall be
          deemed to include any special supplemental benefits payable pursuant
          to Appendix A and Appendix B.

     (j)  If the aggregate amount credited to the Participant's Deferred Account
          under this Plan and the corresponding Prior Plan Benefit 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 and the corresponding Prior Plan
          Benefit as of his or her termination of employment.

     (k)  Prior Plan Benefits shall be paid in accordance with the terms of the
          Prior Plans as in effect on December 31, 1995. To the extent that the
          Plan and Prior Plan are providing benefits to a Participant under both
          the Plan and the Prior Plan, the amounts due to the Participant shall
          be calculated in such a manner that no benefit from the Plan or Prior
          Plan shall be duplicated for the same period of service.

     (l)  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 and the Prior Plan
          shall equal the value of the vested accrued benefit as of December 31,
          1993.

                                       9


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                                  SECTION FIVE

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


5.1           Plan Administrator
              ------------------

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

5.2           Pension Committee
              -----------------
              Subject to the provisions of Section 5.1, the Pension Committee
              appointed pursuant to the Borden Employees Retirement Income Plan
              from time to time shall be vested with the general administration
              of the Plan and shall have the exclusive right to interpret the
              Plan having the power to exercise discretion as it deems necessary
              or appropriate in such administration and interpretation. 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 or its affiliates 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.


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<PAGE>   13


                                   SECTION SIX

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


6.1           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
              Pension Committee.

6.2           Termination of the Plan
              -----------------------
              Subject to the provisions of Section 5.3, the Plan may be
              terminated at any time by the Pension Committee.

6.3           No Impairment of Benefits
              -------------------------
              Notwithstanding the provisions of Sections 6.1 and 6.2, no
              amendment to or termination of the Plan shall impair any rights to
              benefits which have accrued under this Plan or a Prior Plan.



                                       11

<PAGE>   14


                                  SECTION SEVEN

          Participation in Plan by Subsidiary or Affiliate: Prior Plans
          -------------------------------------------------------------

 7.1      Adoption by Subsidiary or Affiliate: Extension to Division or Unit
          ------------------------------------------------------------------

          Any subsidiary, affiliate, unit or division of the Corporation, or any
          unit or division of a subsidiary or affiliate, may, with the consent
          of the Pension Committee of the Corporation, become a party to this
          Plan by adopting the Plan as its Deferred Compensation plan for a
          select group of management or highly compensated employees. Upon the
          filing with the Secretary of the Pension Committee of a certified copy
          of the resolutions or other document evidencing adoption of the Plan
          and a written instrument showing the consent of the Pension Committee
          of the Corporation to participation of such subsidiary or affiliate,
          it shall thereupon be included in the Plan as an Employer.

                                       12

<PAGE>   15






                                   APPENDIX A

                          Special Supplemental Benefits
                      For Certain Core Management Employees


1.             This Appendix shall apply only to each participant who was a
               member of the Core Management Group of the Corporation as of
               January 1, 1983, and who retires under the Borden ERIP at or
               after age 65. Members of the Core Management Group are those
               members who are designated as such by the Chief Executive Officer
               of the Corporation prior to January 1, 1995.

2.             In addition to any other amount payable under this Executives
               Supplemental Pension Plan, there shall be payable to or with
               respect to each participant referred to in paragraph 1 above, the
               excess, if any of the amount in (a) below over the amount in (b)
               below:

               (a) the sum of:

                    (i)  the retirement income which would have been payable to
                         or with respect to such participant under the Borden
                         ERIP (and the other provisions of this Plan or the
                         Prior Plans) had the terms and provisions of such plans
                         as in effect on December 31, 1982 remained unchanged
                         and had Section 5.1(b)(i) of the Borden ERIP as in
                         effect on December 31, 1982 provided a benefit
                         percentage of 1.5% for each year of Credited Service,
                         including years before 1972; and

                    (ii) the "pension equivalent" (as hereinafter defined in (c)
                         below) of the amount that would have been standing to
                         such participant's credit in his or her Employer
                         Account (as defined in the Borden RSP) at retirement or
                         other termination of employment under the Borden RSP
                         had the Borden RSP as in effect on January 1 1983
                         remained unchanged and had the Employer contributions
                         after January 1, 1984 been equal to 55% of such
                         participant's "contributions" not in excess of 6% of
                         his or her compensation. For purposes of the foregoing,
                         such participant's contributions shall be deemed to
                         have been at the 6% level from January 1, 1984 forward.
                         For purposes of determining the amount deemed to be
                         credited to such participant's Employer Account (as
                         defined in the Borden RSP), earnings on the Employer
                         contributions deemed made pursuant to this paragraph
                         2(a)(ii) shall be at the same rate as the actual
                         earnings on such participant's actual Employer Account
                         (as defined in the Borden RSP.)



<PAGE>   16



               (b)         The sum of:

                           (i)      the retirement income payable to or with
                                    respect to such participant under the Borden
                                    ERIP (and the other provisions of this
                                    Executives Supplemental Pension Plan or the
                                    Prior Plans); and

                           (ii)     the pension equivalent (as herein defined in
                                    (c) below) of the amount that would have
                                    been standing to such participant's credit
                                    in his or her Employer Account (as defined
                                    in the Borden RSP) as retirement or other
                                    termination of employment under the Borden
                                    RSP had the participant contributed at the
                                    maximum permitted rate subject to Company
                                    matching contributions from January 1, 1984
                                    forward.

               (c)         For purpose of this paragraph 2, pension equivalent
                           shall be the amount of retirement income payable to,
                           or with respect to, the participant under a life
                           annuity form, determined on the basis of the 1976-80
                           Basic GAM Mortality Table (the 1971 GAM Table with
                           margins remove, projected to 1978 with Scale E) and
                           an interest rate of 7-3/4% per annum, compounded
                           monthly.



                                       -2-


<PAGE>   17





                                   APPENDIX B


               The benefits accrued by Frederick Huber, an executive with Borden
Chemicals, Inc. under the Melamine Chemicals, Inc. Restoration Plan of July 1,
1994 ("Melamine Plan"), $32,548.72, shall be treated as if it were an Accrued
Supplemental ERIP Benefit accruing interest from March 1,1998 under Section A3.5
of the Borden ERIP. Such benefits will be payable in the form and at the time
provided for the payment of his Borden ERIP benefit, if any, and if none, in a
lump sum after termination.



                                      -3-