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                                                                 EXHIBIT 10(vii)

                              AMENDED AND RESTATED
                            1996 UNIT INCENTIVE PLAN
                              FOR KEY EMPLOYEES OF
                       BORDEN, INC. AND ASSOCIATED PERSONS
                            as of September 24, 1998


1.   Purpose of Plan
     ---------------
          
     The 1996 Unit Incentive Plan for Key Employees of Borden, Inc. and
Associated Persons (the "Plan") is designed:

          (a) to promote the long term financial interests and growth of Borden,
     Inc. (the "Corporation") and its Associated Persons 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 direct and indirect equityholders of the Corporation through
     opportunities to participate in increased value of, or distributions by,
     the Corporation and/or its Associated Persons.

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

     (a) "ASSOCIATED PERSON" shall mean any Subsidiary of BW Holdings,
including, without limitation, the Corporation, or any Subsidiary of the
Corporation, and any other entity designated by the Board of Directors, which
may include, without limitation, a successor to BW Holdings.

     (b) "BW HOLDINGS" shall mean BW Holdings, LLC, a Delaware limited liability
company.

     (c) "BW HOLDINGS UNIT" shall mean a unit of limited liability company
interest in BW Holdings.

     (d) "BOARD OF DIRECTORS" means the Board of Directors of the Corporation.

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     (e) "COMMITTEE" means the Compensation Committee of the Board of Directors.

     (f) "EMPLOYEE" means a person, including an officer, in the regular
full-time employment of the Corporation or one of its Associated Persons 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 of the business of
the Corporation or its Associated Persons.

     (g) "EQUIVALENT COMPANY" shall mean any Person so designated by the
Committee that, at the relevant time, owns or operates, directly or indirectly,
substantially all of the business and assets of BW Holdings and its
Subsidiaries.

     (h) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     (i) "FAIR VALUE" means such value of a BW Holdings Unit or similar
ownership interest in an Equivalent Company as determined in accordance with any
applicable resolutions or regulations of the Committee in effect at the relevant
time and in accordance with the provisions of a Grant Agreement.

     (j) "GRANT" means an award made to a Participant pursuant to the Plan and
described in Paragraph 5, including, without limitation, an award of a BW
Holdings Unit Option, Unit Appreciation Right, Purchase BW Holdings Unit or
Other Unit-Based Grant, or any combination of the foregoing.

     (k) "GRANT AGREEMENT" means an agreement between the Corporation and a
Participant that sets forth the terms, conditions and limitations applicable to
a Grant.

     (l) "PARTICIPANT" means an Employee selected to participate in the Plan by
the Committee in its sole discretion and 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
Associated Persons may not be a Participant.

     (m) "SUBSIDIARY" means any corporation, partnership or other entity in an
unbroken chain of corporations, partnerships or other entities beginning with BW
Holdings if each of the corporations, partnerships or other entities, or group
of commonly controlled corporations, partnerships or other 

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entities other than the last corporation, partnership or other entity in the
unbroken chain then owns 50% or more of the voting stock or other ownership
interests in one of the other corporations, partnerships or other entities in
such chain.

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

     (a) The Plan shall be administered by the Committee. 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 at the time of such Grant.

     (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 or the Board of Directors, or the
board of directors or similar management body of any Associated Person, and none
of the Corporation, BW Holdings, any Associated Person or any affiliate of any
thereof shall be liable (personally or otherwise) for any action, determination
or interpretation made in good faith with respect to the Plan or the Grants, and
all such persons shall be fully protected by the Corporation with respect to any
such action, determination or interpretation.

4. Eligibility
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     The Committee may from time to time make Grants under the Plan to such
Employees and in such form having such terms, conditions and limitations as the
Committee may determine in its 

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sole discretion. No Grants may be made under this Plan to non-employee directors
of Corporation or any of is 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.

5. Grants
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     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) BW HOLDINGS UNIT OPTIONS - These are options to purchase BW
     Holdings Units. 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 exercise 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 BW Holdings Units by the
     optionee.

          (b) UNIT APPRECIATION RIGHTS - These are rights that entitle the
     holder to receive payments from time to time from the Corporation in
     amounts and at times corresponding to the amounts and times when
     distributions on the BW Holdings Units are made and/or in amounts
     determined based on the relative values of a BW Holdings Unit at the time
     of payment and at the time of Grant, as specified in a Grant Agreement.
     Generally, Unit Appreciation Rights will provide for payments by the
     Corporation when the aggregate distributions on each BW Holding Unit
     exceeds a trigger price specified in the Grant Agreement. The Committee, in
     the Grant Agreement or by the other Plan rules, may impose such conditions
     or restrictions on the Unit Appreciation Rights, may provide for the
     conversion of the Unit Appreciation Rights into BW Holdings Units, or
     options to purchase BW Holdings Units or other ownership interests in BW
     Holdings or any Associated Person, and may provide for such other terms and
     conditions applicable to the Unit 

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     Appreciation Rights as it deems appropriate. Unit Appreciation Rights may
     also be called "UARs" in a Grant Agreement.

          (c) PURCHASE BW HOLDINGS UNIT - Purchase BW Holdings Units are BW
     Holdings Units offered to a Participant at such price as determined by the
     Committee, the acquisition of which will make him eligible to receive
     Grants under the Plan; PROVIDED, HOWEVER, that the price of such Purchase
     BW Holdings Units may not be less than 50% of the fair market value (as
     determined by the Committee) of the BW Holdings Units on the date such
     Purchase BW Holdings Units are offered.

          (d) OTHER UNIT-BASED GRANTS - The Committee may make other Grants
     under the Plan pursuant to which BW Holdings Units (or similar ownership
     interests of an Equivalent Company) are or may in the future be acquired,
     or payments are or may in the future be made, in each case, based on the
     performance or value of the Corporation and its Associated Persons. The
     Committee, in the Grant Agreement or by other Plan rules, may impose such
     conditions or restrictions on any such Grant as it deems appropriate,
     consistent with the purposes of the Plan. Such Other Unit-Based Grants may
     include, without limitation, appreciation rights providing for payments to
     the Employee when a specified value of the Units is achieved relative to a
     value specified at the time of the Grant in the Grant Agreement.

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

     (a) The number of BW Holdings Units available for Grants under this Plan,
and the number of such Units on which Grants under this Plan may be based, shall
be 1,000,147 but may be increased or decreased (but in no event decreased to a
number lower than the number of BW Holdings Units theretofore granted or with
respect to which Grants theretofore have been made under the Plan), by the
Committee in its sole discretion. Unless restricted by applicable law, the
number of BW Holdings Units related to Grants that are forfeited, terminated,
cancelled or expire 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 

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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 Grant or right to payment in respect thereof under the Plan
shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, and any attempt to do so shall be
void. No Grant or right to payment in respect thereof 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 or UARs 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, or (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 of transferred options shall be prohibited except transfers
by will or by the applicable laws 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.

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     (g) Participants shall not be, and shall not have any of the rights or
privileges of, members of BW Holdings or equity holders in any Associated Person
in respect of any BW Holdings Units or interests in an Associated Person
purchasable in connection with any Grant unless and until such Participant is
registered as the owner thereof and, if applicable, certificates representing
any such BW Holdings Units or such other interests have been issued by BW
Holdings or such Associated Person to such Participants.

     (h) No election as to benefits or exercise of BW Holdings Unit Options,
Unit 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
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     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 Associated Person 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.

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8. Adjustments
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     In the event that the Corporation (or any Equivalent Company) consummates a
Public Offering, or any similar event occurs, or there is a change in the
powers, designations, preferences and relative participating, optional or other
rights, if any, or the qualifications, limitations or restrictions of the
outstanding BW Holdings Units or equity interests in an Equivalent Company or a
reclassification, recapitalization or merger, change of control, or similar
event affecting the Corporation, BW Holdings or an Equivalent Company, the
Committee may adjust appropriately the outstanding Grants as it deems to be
equitably required, including without limitation converting the Grants into
common equity of, or grants of options or other rights to purchase ownership
interests in, the Corporation or the Equivalent Company that consummates a
Public Offering on such terms as the Committee deems to be appropriate in its
sole discretion.

9. Merger, Consolidation, Exchange, Acquisition, Liquidation or Dissolution
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          In its absolute discretion, and on such terms and conditions as it
     deems appropriate, coincident with or after the grant of any BW Holdings
     Unit Option, Unit Appreciation Right or any Other Unit-Based Grant, the
     Committee may provide that such BW Holdings Unit Option, Unit Appreciation
     Right or Other Unit-Based Grant cannot be exercised or triggered after the
     merger or consolidation of BW Holdings or the Corporation into another
     corporation, the exchange of all or substantially all of the assets of BW
     Holdings or the Corporation for the securities of another corporation, the
     sale of all or substantially all the assets of BW Holdings or the
     Corporation, the acquisition by another corporation of 80% or more of BW
     Holdings's or the Corporation's then outstanding units or shares of voting
     stock or the recapitalization, reclassification, liquidation or dissolution
     of BW Holdings or 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 BW Holdings Unit
     Option, Unit Appreciation Right or Other Unit-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 BW
     Holdings Unit Option, Unit 

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     Appreciation Right or Other Unit-Based Grant shall be exercisable or able
     to be triggered as to all units or 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 BW Holdings Unit
     Option, Unit Appreciation Right or Other Unit-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 BW Holdings
     Unit Option, Unit Appreciation Right or Other Unit-Based Grant shall remain
     exercisable or able to be triggered after any such event, from and after
     such event, any such BW Holdings Unit Option, Unit Appreciation Right or
     Other Unit-Based Grant shall be exercisable or able to be triggered 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
     Unit Appreciation Rights immediately prior to such event or a number of
     units or shares of stock for which such BW Holdings Unit Option or Other
     Unit-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 decrease the exercise price or trigger price of outstanding BW
Holdings Unit Options or Unit 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.

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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 BW Holdings Units upon exercise of a BW
Holdings Unit Option or exercise or settlement of any Other Unit-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 (but is not required to) provide that the
Participant may elect, in accordance with any conditions set forth in such Grant
Agreement, to satisfy a portion or all of such withholding taxes in the form of
a reduced payment by the Corporation (including by reducing the number of BW
Holdings Units to be received upon exercise of a BW Holdings Unit Option).

13. Effective Date and Termination Dates
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     The Plan shall be effective on and as of the date of its approval by the
stockholders of the Corporation and shall terminate ten years later, subject to
earlier termination by the Board of Directors pursuant to Paragraph 10.

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