November 14, 2003 3910 Woodhollow Court Sugar Land, TX 77479 Dear Rick,

Exhibit 10.31

November 14, 2003

Mr. Richard L. Monty

3910 Woodhollow Court

Sugar Land, TX 77479

Dear Rick,

We thoroughly enjoyed our recent meeting with you and hope our discussions were positive for you as well. It is a pleasure to confirm our offer for the position of Vice President – EH&S, in Borden Chemical, Inc. (BCI). This position will be based in Columbus.

Your starting salary will be $225,000 effective on the first day of employment. Your next increase would occur March 1, 2005. It is anticipated you will commence your employment on or before January 5, 2004.

To assist you in your transition to BCl, we are offering you a $25,000 sign-on bonus, which you are eligible to receive after 90 days of employment.

Based on your position and salary, as an active employee, you will be eligible to participate in the 2004 BCI Management Incentive Plan prorated to your first month of employment. You must have joined the company by the 15th of that month to be eligible to receive incentive for that month. The terms of this plan and eligibility for participation are reviewed annually. During 2004, the plan provides a target incentive award of 40% of your salary, based on achieving financial objectives as well as team and individual project goals.

You will be given the opportunity to participate in the Borden Chemical Holdings Management Equity Purchase Program. We anticipate that your offering will be in mid 2004. We have attractive financing arrangements through a Columbus bank, based on either a personal or home equity loan. So that you may begin participating sooner as an owner in the company, BCI will offer you an advance of 131,250 of your Equity options with no investment required. These options will be extended to you within the first 90 days of employment.

You are eligible to receive up to four weeks vacation per year, prorated to your start date during your first year of employment.

You will also be eligible to participate in the Management perquisite program which is approved by our board annually. The program offers you a $25,000 cash payment and other executive benefits, upon completion of the first 30 days of employment. The cash payment is intended to help toward the financing of a car, country club, or financial planning. You have the freedom to determine the best use of the perquisite payment. This is considered income to you and therefore requires the necessary deductions.

We will share with you the cost of life, health care, pension and other benefit programs sponsored by BCI as in effect from time to time. Upon enrollment, your health care and your life coverage will be in effect on the first day of your employment. We have enclosed a summary of Benefits so that you can decide which programs best fit your needs. You will complete the appropriate enrollment documents during your New Hire Orientation Program.

You will be covered under the Homeowner Buyout Relocation policy, which we will be happy to discuss with you either before or after your first day with us. In addition, we will provide 90 days of temporary housing expenses. Before initiating any action with your move you are encouraged to contact Brad Hamelin at Executive Relocation, phone 313-963-8010. He has been retained by BCI to assist you with all phases of your move and can help you with any questions you may have.

Your employment is contingent upon a complete reference check and successfully passing a drug screen. Please complete and return the Employment Application and authorization to obtain background information as soon as possible to enable us to initiate the background check.

As part of the consideration for initial employment, you are required to execute a Security and Invention, Ethics, Conflicts of Interest and Non-Compete Agreement. A copy of this agreement along with our Code of Business Ethics is also enclosed.

We are genuinely excited about you joining Borden Chemical. I believe your personal leadership and experience will bring many benefits to both the business and EH&S team. This letter confirms our discussions concerning your offer package. You acknowledge that there are no other terms outstanding.

Please acknowledge receipt and acceptance of this offer by signing and dating, and then returning the original of this letter to me.

If you have questions please feel free to contact me in the office or at home.



/s/ Craig O. Morrison

Craig O. Morrison
President and CEO


Offer accepted:  

/s/ Richard L. Monty

  Date: 13 Jan. 2004

Rick Monty