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                                                                   Exhibit 10.73



                                    EXHIBIT D
                   GEISMAR ENVIRONMENTAL ALLOCATION AGREEMENT

         THIS GEISMAR ENVIRONMENTAL ALLOCATION AGREEMENT ("Agreement") dated as
of the ____ day of ________, 2002, by and between Borden Chemicals and Plastics
Operating Limited Partnership, a Delaware limited partnership ("BCP"), BCP
Management, Inc. a Delaware corporation ("BCPM"), and Borden Chemical, Inc., a
New Jersey corporation ("BCI").

                                    ARTICLE 1

                             PRELIMINARY STATEMENTS

1.1     BCP, the general partner of which is BCPM, owns that certain real
        property located in Ascension Parish, Louisiana and used by BCP in the
        past for various manufacturing operations (the "Geismar Property").

1.2     On June 11, 1998, in United States v. Borden Chemicals and Plastics
        Operating Limited Partnership, No. 94-2592-A-M2, the United States
        District Court for the Middle District of Louisiana entered a consent
        decree (the "Consent Decree") between BCP, the United States and the
        State of Louisiana.

1.3     The Consent Decree requires that, among other things, BCP implement
        "Interim Measures" and "Supplemental Environmental Projects"at the
        Geismar Property.

1.4     In connection with the pending bankruptcy proceedings initiated by BCP,
        changes have occurred, and further changes are anticipated, with respect
        to BCP's operations at the Geismar Property, including changes affecting
        BCP's ability to carry out its obligations under the Consent Decree and
        including BCP's effort to sell all or part of the Geismar Property.

1.5     BCP and Borden, Inc. (now known as BCI), entered into an environmental
        indemnity agreement dated as of November 30, 1987 under which each
        agreed to certain rights and obligations with respect to one another
        concerning environmental conditions relating to the Geismar Property.

1.6     BCI, BCP, and BCPM have reached an understanding to allocate between
        themselves responsibility for certain environmental matters concerning
        the Geismar Property, including responsibility for implementing certain
        work called for under or relating to the Consent Decree and not
        implemented as of the date hereof.

1.7     The parties desire to enter into this Agreement, pursuant to the terms
        of the Master Asset Conveyance and Facilities Support Agreement between
        BCI and BCP dated August __,

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        2002 (the "Master Agreement"), in order to set forth their
        understanding concerning the allocation of responsibility for such
        environmental matters.

        NOW THEREFORE, in consideration of the mutual covenants and conditions
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, BCP and BCI agree as follows:

                                    ARTICLE 2

                                COVENANTS OF BCI

2.1     Interim Measures. BCI shall, at its sole cost and expense and without
        contribution from BCP or BCPM, carry out, to the extent not already
        implemented, the work called for in the Interim Measures Section
        (Section VII, paragraphs 19-58) of the Consent Decree, provided that as
        between BCI, on the one hand, and BCP or BCPM (or any other entity
        owning or occupying all or any part of the Geismar Property) on the
        other, BCI shall have the authority to plan, negotiate, and implement
        any such work, provided further, however, that BCI shall provide BCP
        with prior notice of and opportunity to comment on any material plans
        being submitted, material meetings or phone calls for negotiations being
        conducted, or material work being implemented pursuant to the foregoing
        proviso, and BCP shall have the right, but not the obligation, to
        participate at its own expense in any such meetings or phone calls. It
        is understood that this Agreement does not render BCI a party to the
        Consent Decree, but that BCI is obligated under this Agreement with
        respect to the Interim Measures as prescribed in the Consent Decree. It
        is also understood that BCI's obligations under this Agreement with
        respect to the Interim Measures as prescribed in the Consent Decree
        shall include the obligations of BCP under Sections I, IV, V, VIII, IX,
        X, XIII through XIX, and XXI of the Consent Decree, to the extent such
        obligations are applicable to the implementation of the Interim Measures
        as prescribed in the Consent Decree. It is further understood that BCI's
        obligations under this Agreement with respect to the Interim Measures as
        prescribed in the Consent Decree shall not include any environmental
        condition caused after the effective date of this Agreement by any
        person other than BCI; provided, however, that the migration after the
        effective date of this Agreement of contamination released at or from
        the Geismar Property prior to the effective date of this Agreement shall
        not constitute such an environmental condition, unless such migration is
        caused by the acts of any person other than BCI and BCI has exercised
        due diligence to prevent such acts.

2.2     Certain Additional Soil/Groundwater Contamination. To the extent not
        addressed pursuant to 2.1, BCI shall, at its sole cost and expense and
        without contribution from BCP or BCPM, investigate and remediate any
        contamination of soil or groundwater existing on or prior to the date of
        this Agreement, at or emanating from any solid waste management unit
        ("SWMU") identified in Attachment A of the Consent Decree (a particular
        SWMU so identified is referred to herein as a "SWMU" followed by the
        number or numbers designating it in Attachment A of the Consent Decree),
        as required by legal requirements applicable to the SWMUs, including
        RCRA; provided that BCI shall have no obligation hereunder to become a
        RCRA permit holder (it being understood

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        that this shall not relieve BCI of any obligation to obtain such a
        permit if BCI operates a RCRA-regulated unit that requires such a
        permit), and provided further that as between BCI, on the one hand, and
        BCP or BCPM (or any other entity owning or occupying all or any part of
        the Geismar Property) on the other, BCI shall have the authority to
        plan, negotiate, and implement any such work, provided further,
        however, that BCI shall provide BCP with prior notice of and
        opportunity to comment on any material plans being submitted, material
        meetings or phone calls for negotiations being conducted, or material
        work being implemented pursuant to the foregoing proviso, and BCP shall
        have the right, but not the obligation, to participate at its own
        expense in any such meetings or phone calls.

2.3     In carrying out its obligations pursuant to this Agreement, BCI shall
        comply with all applicable provisions of the Environmental Servitude
        Agreement which is Exhibit E to the Master Agreement.

                                    ARTICLE 3

                                COVENANTS OF BCP

3.1     Supplemental Environmental Projects. BCP shall, at its sole cost and
        expense and without contribution from BCI, carry out the Supplemental
        Environmental Projects ("SEPs") called for in paragraph 71 under the
        Consent Decree, including closure in accordance with Louisiana state
        laws and regulations and, to the extent applicable, any other legal
        requirements, of the underground injection units that constitute SWMUs
        21-31; provided that to the extent such closure entails investigation or
        remediation of soil or groundwater contamination that is subject to 2.1
        or 2.2 above, such investigation or remediation shall be BCI's
        responsibility.

3.2     RCRA Closure of Certain SWMUs. BCP shall, at its sole cost and expense
        and without contribution from BCI, undertake the closure, in accordance
        with the RCRA Part B permit application covering such units and, to the
        extent applicable, any other legal requirements, of the following SWMUs:
        (1) Sphere Tank (SWMU 1); (2) Bullet Tank (SWMU 2); (3) VCR Day Tank
        (SWMU 3); and (4) VCR Unit (SWMU 19), provided that with respect to
        SWMUs 1, 3 and 19, BCP shall not be obligated to undertake such closure
        to the extent not required under applicable law by reason of a transfer
        to a third party; and provided further that to the extent such closure
        entails investigation or remediation of soil or groundwater
        contamination that is subject to 2.1 or 2.2 above, such investigation or
        remediation shall be BCI's responsibility.

3.3     Decommissioning. BCP shall, at its sole cost and expense and without
        contribution from BCI, undertake the decommissioning (as defined in
        Exhibit C to the Master Agreement) of all SWMUs identified in Attachment
        A of the Consent Decree, with the exception of: (1) SWMUs 1-3, 19, and
        21-31, which are referenced and addressed in 3.A and 3.B above; (2)
        former tank farm spill tank (SWMU 39); (3) Monochem plant pH
        equalization sump (SWMU 41); (4) Salvage Yard (SWMU 50); (5) former
        Morton Salt Plant (under
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        formaldehyde plant) (SWMU 60 (BCP 54)); (6) methanol tank (SWMU 66);
        and (7) various SWMUs associated with the wastewater treatment plant
        (including groundwater recharge units) (SWMUs 7-16, 32-38, 47, 56 (BCP
        58), 57, and 64 (BCP 65)).

                                    ARTICLE 4

                              TERM AND ENFORCEMENT

4.1     Term. This Agreement and the obligations hereby created shall become
        effective and commence upon the later to occur of (a) closing under the
        Master Agreement, and (b) approval by the Bankruptcy Court of the
        Settlement Agreement attached as Exhibit G to the Master Agreement, and
        extend until BCI has completed the performance of the last of its
        obligations hereunder.

4.2     Forum for Enforcement. Upon this Agreement becoming effective, the
        parties hereto and the parties identified in Section 5.9, below, may
        enforce the terms of this Agreement, as follows: prior to the effective
        date of the plans of reorganization or liquidation of BCP and BCPM, in
        the bankruptcy court in which BCP's and BCPM's bankruptcy petitions have
        been filed; otherwise, the enforcement of this Agreement shall be in the
        United States District Court for the Middle District of Louisiana. After
        the effective date of the plans of reorganization or liquidation, BCP,
        BCPM and BCI agree not to contest the jurisdiction of the United States
        District Court for the Middle District of Louisiana to enforce the terms
        of this Agreement.

                                    ARTICLE 5

                                  MISCELLANEOUS

5.1     Definitions. Capitalized terms not otherwise defined herein shall have
        the meaning given in the Master Agreement.

5.2     Interpretation. The parties agree that each party and its attorneys have
        reviewed and revised this Agreement and that the normal rule of
        construction, to the effect that any ambiguities are resolved against
        the drafting party, will not be employed in the interpretation of this
        Agreement.

5.3     Applicable Law. This Agreement will be governed by, construed under, and
        enforced in accordance with the laws of the State of Louisiana,
        excluding the conflicts-of-law provisions hereof.

5.4     Section Headings. Section and other headings contained in this Agreement
        are for reference purposes only and will not in any way affect the
        meaning or interpretation of this Agreement.

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5.5     Notice. Except as otherwise agreed to in writing by the parties, any
        notice or other communication permitted or required to be given or made
        by any Party to the other Party hereunder must be in writing and may be
        given by hand delivery, overnight express mail, telecopy transmission
        (with written confirmation of delivery), or certified or registered U.S.
        mail (with postage paid and return receipt requested). Notices will be
        deemed given, in the case of (i) by hand delivery or telecopy
        transmission, upon receipt, (ii) overnight or express mail, on the next
        business day after timely delivery to a recognized overnight delivery
        service, and (iii) U.S. mail, upon the third business day after deposit
        with the U.S. postal service. For purposes of notice, the addresses and
        telecopy numbers of the parties will, until changed by delivery of a
        notice hereunder, be set forth below:

         If to    Borden Chemical, Inc.:
                  180 East Broad Street
                  Columbus, Ohio 43215
                  Attention: General Counsel
                  Telecopy: 614-627-8374

         If to    Borden Chemicals and Plastics Operating Limited Partnership
                  C/o BCP Management, Inc.
                  Vorys, Sater, Seymour and Pease, LLP
                  52 East Gay Street

                  Columbus, OH 43216
                  Attention: Joseph D. Lonardo
                  Telecopy: (614)464-6350

         With a copy to:
                  Lemle & Kelleher
                  601 Poydras Street, 21st Floor
                  New Orleans, LA 70130
                  Attention: Mr. E. L. Edwards
                  Telecopy: (504)584-9142

         If to:   BCP Management, Inc.
                  Vorys, Sater, Seymour and Pease, LLP
                  52 East Gay Street

                  Columbus, OH 43216
                  Attention: Joseph D. Lonardo
                  Telecopy: (614)464-6350


5.6     Severability. If any provision of this Agreement is held to be illegal,
        invalid, or unenforceable under present or future applicable law, or by
        any court, agency or other governmental authority, such provision will
        be fully severable and this Agreement will be construed and enforced as
        if such illegal, invalid or unenforceable provision had never comprised
        a part hereof, and the remaining provisions of this Agreement will
        remain in full force and effect and will not be affect by the illegal,
        invalid, or unenforceable
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         provisionor by its severance form this Agreement. Furthermore, in lieu
         of each such illegal, invalid, or unenforceable provision there will
         be added automatically as part of this Agreement a provision as
         similar in terms to such severed provision as may be possible, such
         that this Agreement, with such added provision, will be legal, valid,
         and enforceable in accordance with applicable law.

5.7     Counterparts. This Agreement may be executed in one or more
        counterparts, all of which will be deemed to be an original.

5.8     No Joint Venture. This Agreement will not create or be deemed to create
        any partnership, joint venture, or joint enterprise between BCP and BCI,
        and to the extent such a relationship may be deemed to have been
        created, BCP and BCI hereby expressly disdain such relationship. The
        only relationship created under this Agreement will be that of grantor
        and grantee with respect to the Servitudes established hereunder.

5.9     Enforcement. The United States Environmental Protection Agency and the
        Louisiana Department of Environmental Quality shall be entitled to
        enforce the obligations of BCI under sections 2.1 and 2.2, and of BCP
        under 3.1, 3.2 and 3.3, and in accordance with the terms of this
        Agreement.

5.10    Assignment. This Agreement will be binding upon and will inure to the
        benefit of the respective Parties hereto, such parties' successors and
        permitted assigns.

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        IN WITNESS WHEREOF the Parties hereto have executed this Agreement as
of the date written below.

        Signed  by Borden Chemicals and Plastics Operating Limited Partnership
in Geismar, Louisiana, on ________________, 2002.

WITNESSES AS TO BCP                 BORDEN CHEMICALS AND
                                    PLASTICS OPERATING LIMITED
                                    PARTNERSHIP


                                    By BCP Management, Inc., General Partner

_______________________________     By: _______________________________

                                    Name: _____________________________

_______________________________     Title: ______________________________


                                 ACKNOWLEDGMENT

STATE OF LOUISIANA
PARISH OF ASCENSION

         On this ____th day of __________, 2002, before me, the undersigned, a
Notary Public for the aforesaid Parish, personally appeared
_____________________ the ________________ of BCP Management, Inc., in its
capacity as general partner of Borden Chemicals and Plastics Operating Limited
Partnership, a Delaware limited partnership, known to me to be the person whose
name is subscribed to the within instrument, and that he executed the foregoing
instrument in his authorized capacity as such ______________________ and he is
known to me (or proved to me on the basis of satisfactory evidence) to be the
person who executed the same and acknowledged to me that he executed the same in
his authorized capacity.

         WITNESS my hand and official seal.

                                             ----------------------------------
                                             Notary Public

                                             My Commission Expires: ____________
                                             [Notarial Seal]


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         IN WITNESS WHEREOF the Parties hereto have executed this Agreement as
of the date written below.

         Signed by BCP Management, Inc. in Columbus, Ohio, on ________________,
2002.



WITNESSES AS TO BCPM                BCP MANAGEMENT, INC.



-------------------------------
                                         By: _______________________________

                                         Name: _____________________________

_______________________________          Title: ______________________________


                                 ACKNOWLEDGMENT

STATE OF OHIO
COUNTY OF FRANKLIN

         On this ____th day of __________, 2002, before me, the undersigned, a
Notary Public for the aforesaid County, personally appeared
________________________ of BCP Management, Inc., a Delaware corporation, known
to me to be the person whose name is subscribed to the within instrument, and
that he executed the foregoing instrument in his authorized capacity as such
__________________________ (title) and he is known to me (or proved to me on the
basis of satisfactory evidence) to be the person who executed the same and
acknowledged to me that he executed the same in his authorized capacity.

         WITNESS my hand and official seal.

                                         ----------------------------------
                                         Notary Public

                                         My Commission Expires: _____________
                                         [Notarial Seal]

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         IN WITNESS WHEREOF the Parties hereto have executed this Agreement as
of the date written below.

         Signed by Borden Chemical, Inc. in Columbus, Ohio, on ________________,
 2002.

WITNESSES AS TO BCI                         BORDEN CHEMICAL, INC.

-------------------------------
                                            By: ______________________________
                                            Name: ____________________________
_______________________________             Title: ___________________________


                                 ACKNOWLEDGMENT

STATE OF OHIO
COUNTY OF FRANKLIN

         On this ____th day of __________, 2002, before me, the undersigned, a
Notary Public for the aforesaid County, personally appeared
________________________ of Borden Chemical, Inc., a New Jersey corporation,
known to me to be the person whose name is subscribed to the within instrument,
and that he executed the foregoing instrument in his authorized capacity as such
__________________________ (title) and he is known to me (or proved to me on the
basis of satisfactory evidence) to be the person who executed the same and
acknowledged to me that he executed the same in his authorized capacity.

         WITNESS my hand and official seal.

                                           ----------------------------------
                                           Notary Public

                                           My Commission Expires: _____________
                                           [Notarial Seal]

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