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                                                             Exhibit 10(viii)(b)

                            BORDEN SERVICES COMPANY
                         1996 MANAGEMENT INCENTIVE PLAN
                         ------------------------------

                                  PLAN OVERVIEW
                                  -------------

The objectives of the Management Incentive Plan are to align performance and
rewards and provide competitive, total cash compensation. The key performance
criteria which will be recognized under this plan are: financial performance for
Borden Services Company and individual critical measurements which impact the
advancement of the organization.

TARGET INCENTIVE

Each participant will have a target incentive opportunity, stated as a
percentage of salary. The target incentive opportunity will be based on
financial performance measures accounting for 70% of the target incentive and
critical measurements accounting for 30% of the target incentive opportunity.
Based on actual performance, an award can be at, above, or below the target
incentive opportunity.

         FINANCIAL PERFORMANCE - 70% OF TARGET INCENTIVE

         The financial performance measurement will be based on earnings from
         operations relative to budget - "EBIT" at the Borden Services Company
         level excluding the results of Aviation Services. Hereafter in this
         document, EBIT for Borden Services Company refers to earnings before
         interst and taxes, excluding the results of Aviation Services.

         CRITICAL MEASUREMENTS - 30% OF TARGET INCENTIVE

         Each participant will have two to four individual critical measurement
         goals consistent with the desired advancement of Borden Services
         Company performance, which will determine 30% of the target incentive
         award.


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TOTAL AWARD

The total award given to a participant is based on actual results achieved using
the sum of the financial performance award (EBIT), plus individual performance
on critical measurement goals.

               MANAGEMENT INCENTIVE PROGRAM - DETAILED INFORMATION
               ---------------------------------------------------

                                TARGET INCENTIVE

The annual target incentive opportunity for each participant is stated as a
percentage of salary (on December 31 of the plan year). Actual financial
performance and critical measurement performance will determine if awards are
paid at, above or below the established target incentive opportunity. The two
performance categories are weighted to focus participants on the appropriate
measures. Financial performance is weighted at 70% and critical measurement
goals at 30% of the target incentive opportunity.
<TABLE>
<CAPTION>
                   Example:
<S>                                                            <C>
                   Salary:                                     $70,000
                   Annual Incentive Target:                    20%
                   Incentive Target:                           $14,000 (20% of $70,000)
                   Financial Award:
                           EBIT (at budget):                   $  9,800 (70% of $14,000)
                   Critical Measurement Award:                 $  4,200 (30% of $14,000)
</TABLE>






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                  BORDEN SERVICES COMPANY FINANCIAL PERFORMANCE

The financial performance portion of the target incentive for Borden Services
Company is based on an established EBIT budget which is defined as earnings
before interest and taxes and excluding the results of Aviation Services. A
financial performance award is paid only if actual EBIT reported is at least 80%
(as later defined) of the established Borden Services Company EBIT budget. If
actual financial performance is at 120% (as later defined) of EBIT budget, the
maximum financial performance award will be paid.

DETERMINING FINANCIAL AWARD BASED ON EBIT

The primary basis for determining the financial award will be actual EBIT
relative to the approved EBIT budget. EBIT has been selected because it provides
a measure of earnings that reflects performance of our business on a day-to-day
basis, since it excludes financing and tax considerations.

The following procedures will be followed in determining the financial
performance award based on EBIT:

         -        EBIT (both budget and actual) will be adjusted for accounting
                  policy changes dictated by the U.S. Securities and Exchange
                  Commission (SEC), the U.S. Financial Accounting Standards
                  Board (FASB) or the Borden, Inc. Chief Financial Officer.

         -        Special situations such as a provision for the sale or closing
                  of a plant or business may be proposed for exclusion.


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The relationship between the financial performance award relative to actual
Borden Services Company EBIT excluding Aviation Services is as follows:



<TABLE>
<CAPTION>
                       TOTAL BSC
            PERCENT                  EBIT
            ACHIEVED           BEFORE ACTIVATION
<S>          <C>                  <C>
              50%               -$1.5 million
             100%                $0
             200%                $1.5 million
</TABLE>

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         -        Because BSC has been purposely designed to have a break-even
                  budget for 1996, variances from budget will be treated on an
                  absolute basis.

         -        If the EBIT budget is achieved, the financial performance
                  award at the target incentive level will be paid.

         -        No financial performance award will be paid for achieving
                  losses greater than $1.5 million (defined as less than 80% of
                  budget).

         -        50% of the financial performance award will be paid for
                  achieving EBIT that is $1.5 million below budget (defined ast
                  80% of budget).

         -        The financial performance award of 200% of target incentive
                  will be paid for EBIT of $1.5 million or more above budget
                  (defined as 120% of budget). Since the financial component of
                  the award equals 70% of the target, this means that up to 140%
                  of target can be earned based on financial results.

         -        Based on actual EBIT performance compared to the EBIT budget
                  established for Borden Services Company, the participant's
                  incentive award will be determined when performance is between
                  minimum (80%) and target (100%) , or target (100%) and maximum
                  (120%) performance based on the above graph.
<TABLE>
<CAPTION>

                                    Example of Financial Incentive Award Calculation for Borden Services Company:
<S>                                                                             <C>
                                    BSC Actual EBIT                             $750,000
                                    BSC Budgeted EBIT                           $      0
                                    Salary                                      $ 70,000
                                    Annual Incentive Target                     $ 14,000 (20% of $70,000)
</TABLE>


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<TABLE>
<S>                                                                  <C>
                           Financial Incentive Award:                  $   9,800 (70% of $14,000)
                           Actual EBIT Performance:                    110% (halfway between EBIT budget and 120% maximum)
                           Incentive Level:                            150% (halfway between target and maximum opportunity)
                           Financial Incentive Award:                  $ 14,700 (150% of $9,800)
                                   CRITICAL MEASUREMENTS AWARD
</TABLE>

As mentioned previously, 30% of the target incentive opportunity is based on the
participant's performance on critical measurements. Unlike EBIT which is
measured at the Borden Services Company level, critical measurement results are
measured separately for each participant. Participants can receive incentive
payments for critical measurements in one of two ways:

         1)       When a minimum level of 80% of EBIT is achieved, OR

         2)       Through establishment of a critical measurement incentive pool
                  if 80% of EBIT is not achieved.

The critical measurements for each participant will be consistent and mutually
supportive for those within a unit. Each participant will establish goals on two
to four critical measurements, which are expected to contribute to the sustained
future success of the business and can be measured objectively. Examples of
critical measurement categories include (but are not limited to):

                           -        Financial controls
                           -        Market share
                           -        Number or type of customers
                           -        Quality
                           -        Customer satisfaction
                           -        New product introductions
                           -        Customer retention

The process for setting goals on the critical measurements will start with the
Chief Executive Officer and his direct reports. These approved goals will
provide a framework for all participants to develop their critical measurements.
Consistent focus of critical measurements is important and therefore, managers
will assign weights to each of the critical measurements so that the sum of the


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weights adds to the 30% critical measurement target award.

At the end of the year, the critical measurement assessment will start with the
Chief Executive Officer and his direct reports. Assessment of critical
measurements for all other participants is expected to be generally consistent
with that of the top executives, with allowance for a range of individual
outcomes within a unit. After top management's assessments are completed, each
of the participants will be evaluated by their manager, who will determine the
impact on the incentive award. While the goals will have objective indicators of
success, there will also be managerial judgment regarding the degree to which
the strategic positioning of the company was improved, neutral or impeded during
the year.

WHEN A MINIMUM LEVEL OF 80% EBIT IS ACHIEVED

The process for determining awards will be as follows:

         -        If the critical measurement goals are achieved as expected,
                  target awards will be paid.

         -        If the critical measurement goals are not fully met, a partial
                  or no critical measurement award may be paid, depending on the
                  degree of shortfall.

         -        If the critical measurement goals are exceeded, higher
                  critical measurement awards may be paid.

         -        If exceptional performance on the critical measurements is
                  achieved, the maximum critical measurement award available is
                  60% (200% of the 30% target).

                      Example:

                      Critical Measurement Award Target:    $4,200 (30% of
                                                            target incentive)


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<TABLE>
<S>                                                                   <C>
                  Management Evaluation:                              Exceeds Expectations
                  Award Determination:                                125%
                  Critical Measurement Award Amount:                  $5,250 (125% of $4,200)
</TABLE>

ESTABLISHMENT OF A CRITICAL MEASUREMENT POOL - 80% OF EBIT NOT ACHIEVED

As previously indicated, the amount of incentive awards that can be paid to all
Borden Services Company participants based on critical measurements is not
constrained when at least 80% of the EBIT budget is achieved. However, if 80% of
the EBIT budget is not met, a critical measurement pool will be created in
accordance with the following schedule:
<TABLE>
<CAPTION>

                                               CRITICAL
                                               --------
          % ACHIEVEMENT                     MEASUREMENT POOL
          -------------                     ----------------
              OF EBIT                    AS A % OF TOTAL BORDEN
              -------                    ----------------------
              BUDGET                        INCENTIVE AWARD
              ------                        ---------------
<S>                                       <C>
                79                           28% of Target
                78                           26% of Target
                77                           24% of Target
                76                           22% of Target
                75                           20% of Target
                74                           18% of Target
                73                           16% of Target
                72                           14% of Target
                71                           12% of Target
            70 or below                      10% of Target
</TABLE>






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From this pool, critical measurement awards may be issued to individuals based
on their performance relative to their critical measurements. Any one individual
can receive an award from 0 up to 60% of target incentive. However, the awards
made by Borden Services Company may not exceed the total dollars available in
the critical measurement pool.
<TABLE>
<CAPTION>
                Example of critical measurement pool for all Borden Services Company participants:
<S>                                                                 <C>
                Total of all target incentive awards:               $  500,000
                Actual EBITDA Performance:                                   79% (of budget)
                Critical Measurement Pool %:                                 28% (from table)
                Critical Measurement Pool:                          $ 140,000 (28% of $500,000)
</TABLE>



                                   TOTAL AWARD

The total incentive award is the sum of the financial performance award (based
on EBIT) and the critical measurement award.

         -        If performance is below the minimum acceptable level for all
                  components, awards will not be paid.

         -        If the financial performance of EBIT is achieved at budget and
                  the critical measurements are achieved as expected, awards
                  will be paid at the target incentive level.

         -        The maximum available award is 200% of the target incentive
                  opportunity:
<TABLE>

<S>                                                         <C>       <C>       <C>
                Financial performance award:                140% EBIT (200% of  70% target)
                Critical measurements award:                  60% (200% of 30% target)
</TABLE>


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<TABLE>
<CAPTION>
                 Total Award Example:
<S>                            <C>
                 Total Award = Financial Performance (EBIT) + Critical
                               Measurement Award
                 Total Award = $14,700 + $5,250

                 Total Award = $19,950
</TABLE>

AWARD PAYMENT

Award payments are subject to the following :

         -        Participants may elect to receive awards as a cash payment or
                  defer all or a portion of incentive compensation. See separate
                  Statement of Preference form to elect deferral of
                  compensation.

         -        All participants who elect cash payments will receive awards
                  net of all required federal, state and local taxes

If you have any questions concerning this incentive program, contact your Team
Leader or your Human Resource Manager.



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             BORDEN SERVICES COMPANY 1996 MANAGEMENT INCENTIVE PLAN
                            ADMINISTRATIVE GUIDELINES
                            -------------------------

1.  Base Salary for Bonus Calculations
    ----------------------------------

         December 31, 1996 Annual Base Salary will be used to calculate the
         incentive

2.  Eligibility
    -----------

         To be eligible to receive an incentive award under the program, you
         must be an active associate as of the end of the measurement period
         (i.e., December 31, 1996). The only exceptions to this rule are
         detailed below under item number 5.

3.  Pro-Rata Eligibility
    --------------------

         Where incentives are to be paid for partial periods, the incentive will
         be calculated on a pro-rata basis. Eligibility for pro-rata payments is
         detailed in items number 4, 5, and 6 below. Pro-rata calculations will
         be done on whole months only.

4.  New Hires, Transfers or Promotions During the Incentive Period
    --------------------------------------------------------------

         For New Hires or participants added to the Plan in the first through
         third quarters, the bonus will be calculated on a pro-rated basis from
         the date of hire, but only in whole months. Fourth quarter New Hires
         will not be eligible for an award.

         For Promotions and Transfers, the bonus will be pro-rated from the date
         of promotion or transfer in whole months. This proration will apply to
         both changes in target incentive percentage and to changes in goals.

         For all pro-rations under this item, effective dates as of the first
         through the fifteenth of the month will count the full month. Effective
         dates as of the sixteenth through the last day of the month will not
         include that month in the pro-ration calculation.


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5.  Termination During the Incentive Period
    ---------------------------------------

         If it is a Voluntary Termination, no bonus will be earned.

         If it is an Involuntary Termination due to unsatisfactory performance
         or cause, no bonus will be earned. Note: Achieving business results at
         the expense of violations of laws, regulations or business ethics or
         allowing any individuals to behave in this manner will be considered
         cause for termination.

         If it is an Involuntary Termination due to job elimination or
         reorganization, the bonus will be paid, if earned, on a pro-rated basis
         as of the termination date. Termination effective on the first through
         the fifteenth of the month will not include the termination month in
         the pro-rata calculation. Terminations effective on the sixteenth
         through the last day of the month will include the termination month in
         the pro-rata calculation. Payments will be made at the same time as
         they are made to participants who continue to work for the Company
         through the end of the year.

6.  Death or Disability During the Incentive Period
    -----------------------------------------------

         The incentive earned as of the date of death will be paid, on a
         pro-rated basis, to the estate of the participant at the same time
         payments are made to associates who continue to work for the Company
         through the end of the year.

         Disabilities of 30 days or less will not have an impact on the
         participant's ability to continue to be eligible for an incentive.

         If a disability lasts more than 30 days, then the incentive will be
         earned only for the period worked. The period worked will be determined
         on a pro-rated basis up until the date of disability and from the date
         of return to work. The pro-ration will operate in whole months where
         the first through the fifteenth as the date of disability will not
         count the month and the sixteenth through the end of the month as the
         date of disability will count the month; and where the first through
         the fifteenth as the date of return to work will count the month and
         the sixteenth through the end of the month as the date of return to
         work will not count the month. Incentive payments will be made at the
         same time as they are made to participants who work full-time for the
         Company through the end of the year.


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7.  Adding Participants to the Plan
    -------------------------------

         New participants will be added to this program during the year as
         recommended by the Chief Executive Officer and Chief Financial Officer
         of Borden Services Company and approved by the Board of Directors. The
         criteria for participation will be based on both similar job
         classification as the list of current participants in this program and
         a responsibility level commensurate with the participant's ability to
         influence goal outcomes. Approval will be required for both the
         addition of a participant to the program and the proposed participant's
         target incentive level.

8.  Timing of Payments
    ------------------

         Bonus awards will be paid as quickly after the end of 1996 as possible.
         Financial results will need to be finalized as appropriate by the
         Borden, Inc. Controller and the independent auditors before bonuses can
         be calculated and paid.

9.  Financial Adjustments
    ---------------------

         Actual financial results as reported on a GAAP basis will be utilized
         for incentive award calculation with the following exceptions:

         -        Special situations, such as a provision for the sale or
                  closing of a plant or business, may be proposed for exclusion
                  if the proposal is presented when the charge is taken.
                  Exclusions will need to be approved by the BSC Board of
                  Directors and the Borden, Inc. Chief Executive Officer.

         -        Special situations, such as the financial impact upon BSC from
                  a loss of a significant portion of BSC's customer base, as the
                  result of Borden, Inc.'s management decisions, may be proposed
                  for adjustment if the impact can be reasonably measured. Such
                  adjustments will require the concurrence of both the CEO and
                  the CFO of Borden, Inc.

         -        Accounting policy changes dictated by the U.S. Securities and
                  Exchange Commission (SEC), the U.S. Financial Accounting Board
                  (FASB), or the Borden, Inc. Chief Financial Officer.


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         -        If earnings were achieved in ways that are considered
                  undesirable (such as reducing budgeted equipment maintenance
                  expenditures where this would hurt the business), an
                  adjustment may be made at the discretion of the BSC Board of
                  Directors.

         -        Favorable variances will not automatically be returned to
                  customers until a full understanding of a rebate upon the
                  final calculation of actual EBIT and its impact upon
                  incentives is fully understood, or after incentive accrual is
                  adjusted to actual.

10.  All Plan Payments Subject to Discretion
     ---------------------------------------

         Notwithstanding the attainment of financial results, or part or all of
         the goals, all awards under the Plan are subject to the approval of the
         Borden Services Company Board of Directors.


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