Hexion U.S. Finance Corp. Watch

from S-4 25 pages Whereas, in Connection Herewith, the Board Has Approved the Momentive Performance Materials Holdings LLC 2011 Equity Incentive Plan (The “2011 Plan”) Under Which the Company May, From Time to Time, Issue Equity Awards to Selected Members of Management of the Company, Its Subsidiaries or Affiliates and the Apollo Group (Each as Hereinafter Defined). Now, Therefore, in Consideration of the Premises and of the Mutual Covenants and Obligations Hereinafter Set Forth, the Parties Agree as Follows: Section 1. Definitions; Rules of Construction. (A) as Used in This Agreement

from S-4 10 pages Form of Director Unit Option Agreement of Momentive Performance Materials Holdings LLC

from S-4 22 pages Unit Option Agreement of Momentive Performance Materials Holdings LLC

from S-4 26 pages Restricted Deferred Unit Award Agreement of Momentive Performance Materials Holdings LLC

from S-4 19 pages Momentive Performance Materials Holdings LLC 2011 Equity Incentive Plan

from S-4/A 5 pages Hexion Specialty Chemicals, Inc. 2006 Salaried Incentive Plan

from S-4 9 pages Non Qualified Stock Option Agreement Dated as of August , 2004 (The “Grant Date”), Between Bhi Acquisition Corp., a Delaware Corporation (The “Company”), and the Optionee Identified on the Signature Page Attached Hereto (The “Optionee”)

from S-4 2 pages Borden Chemical, Inc. 180 East Broad Street Columbus, Ohio 43215 Attention: Nancy G. Brown, Esq. 1. for Services Rendered Pursuant to Section 3(a) of the Management Consulting Agreement for the Period Commencing October 1, 2004 and Ending on December 31, 2004, Borden Hereby Agrees to Pay Apollo a Fee of $975,000, Which Amount Shall Become Due and Payable on the Date Hereof. 2. for Services Rendered Pursuant to Section 3(a) of the Management Consulting Agreement for Each Annual Period After January 1, 2005, Borden Hereby Agrees to Pay Apollo an Annual Fee of $2,500,000, Which Annual Fee Shall Be Payable, in Advance, on January 15 of Each Calendar Year. Except as Provided Herein the Management Consulting Agreement Shall Remain in Full Force and Effect. * * * * *