EXHIBIT (10)(vii)(e)

SUMMARY OF TERMS OF EMPLOYMENT ARRANGEMENT

WILLIAM H. CARTER

As of November 1, 2001

 Title:          Chief Financial Officer, Borden Chemical, Inc. reporting to the President and CEO

 Base Salary:         Effective March 1, 2002 - $510,000 ($400,000 to be paid by BCI and reviewed annually. 
      $110,000 to be paid by BHI and reviewed annually based upon performance relating to BWH LLC activities).

 Bonus Opportunity:     Participation in the annual BCI incentive program at a target of 65% of base salary.

 Equity Investment:       Opportunity to invest $400,000 in BCI equity plan.

 Equity Stay Bonus:       $1,200,000 retention bonus to be paid as follows, or upon termination for reasons other than for cause:

 2002 - $420,000

 2003- $380,000

 2004- $200,000

 2005- $200,000

 Loan:         Base loan in 2000 of $375,000 plus accrued interest at prime less .25 to be repaid in 2002.

 Severance:           24 months of base pay in the event of termination for reasons other than for cause.

 Perquisite Allowance:  $30,000 annually

 Miscellaneous:  Allowed to serve on an appropriate corporate board that does not compete with Borden or its holdings.