Item 14(c) Exhibit (i) (10) (d)



          AMENDED AND RESTATED EMPLOYMENT AGREEMENT



           This  Amended  and Restated Employment  Agreement
(this  "Agreement"),  dated as of August  5,  1998,  by  and
between  M.A.  HANNA  COMPANY, a Delaware  corporation  (the
"Company") and     (the "Executive");

                         WITNESSETH:

           WHEREAS, the Executive is an executive officer of
the Company and has made and is expected to continue to make
major    contributions   to   the   short-   and   long-term
profitability, growth and financial strength of the Company;

           WHEREAS, the Company recognizes that, as  is  the
case for most publicly held companies, the possibility of  a
Change  in  Control  (as  that term  is  hereafter  defined)
exists;

           WHEREAS, the Company desires to assure itself  of
both  present  and  future continuity of management  in  the
event of a Change in Control and, having established certain
employment  rights of its key executive officers  applicable
in  the event of a Change in Control, now desires to include
the  Executive  among  the key senior executives  with  such
employment rights;

           WHEREAS,  the Company wishes to ensure  that  its
executive   officers  are  not  practically  disabled   from
discharging their duties in respect of a proposed or  actual
transaction involving a Change in Control;

           WHEREAS, this Agreement is not intended to  alter
materially the compensation and benefits which the Executive
could reasonably expect to receive from the Company absent a
Change  in Control and, accordingly, although effective  and
binding  as of the date hereof, this Agreement shall  become
operative only upon the occurrence of a Change in Control;

           WHEREAS,  the  Executive  is  willing  to  render
services  to  the Company on the terms and  subject  to  the
conditions set forth in this Agreement; and

           WHEREAS,  the Company desires to take  action  to
provide  additional inducement for the Executive to continue
to remain in the ongoing employ of the Company;

           NOW,  THEREFORE,  the Company and  the  Executive
agree as
follows:

           1.    Operation of Agreement:  (a) This Agreement
shall   be  effective  and  binding  immediately  upon   its
execution,  but, anything in this Agreement to the  contrary
notwithstanding,  this Agreement shall not become  operative
unless  and until a Change in Control occurs.  For  purposes
of this Agreement, a "Change in Control" shall have occurred
if  at  any  time during the Term (as that term is hereafter
defined) any of the following events shall occur:

           (i)  The acquisition by any individual, entity or
     group  (within  the  meaning  of  Section  13(d)(3)  or
     14(d)(2)  of  the Securities Exchange Act of  1934,  as
     amended   (the   "Exchange  Act"))  (a   "Person")   of
     beneficial ownership (within the meaning of Rule  13d-3
     promulgated under the Exchange Act) of 15% or  more  of
     either: (A) the then-outstanding shares of common stock
     of  the Company (the "Company Common Stock") or (B) the
     combined  voting  power of the then-outstanding  voting
     securities of the Company entitled to vote generally in
     the  election of directors ("Voting Stock");  provided,
     however, that for purposes of this subsection (i),  the
     following acquisitions shall not constitute a Change of
     Control: (A) any acquisition directly from the Company,
     (B) any acquisition by the Company, (C) any acquisition
     by   any  employee  benefit  plan  (or  related  trust)
     sponsored   or  maintained  by  the  Company   or   any
     Subsidiary  of  the Company, or (D) any acquisition  by
     any  Person  pursuant to a transaction  which  complies
     with  clauses (A), (B) and (C) of subsection  (iii)  of
     this Section 1(a); or

           (ii)   Individuals who, as of  the  date  hereof,
     constitute the Board (the "Incumbent Board") cease  for
     any   reason  (other  than  death  or  disability)   to
     constitute at least a majority of the Board;  provided,
     however,   that  any  individual  becoming  a  director
     subsequent  to  the  date  hereof  whose  election,  or
     nomination  for election by the Company's shareholders,
     was  approved by a vote of at least a majority  of  the
     directors  then comprising the Incumbent Board  (either
     by  a  specific  vote  or  by  approval  of  the  proxy
     statement of the Company in which such person is  named
     as  a  nominee for director, without objection to  such
     nomination)   shall  be  considered  as   though   such
     individual  were a member of the Incumbent  Board,  but
     excluding  for this purpose, any such individual  whose
     initial assumption of office occurs as a result  of  an
     actual  or  threatened  election  contest  (within  the
     meaning  of  Rule  14a-11  of the  Exchange  Act)  with
     respect  to  the  election or removal of  directors  or
     other  actual or threatened solicitation of proxies  or
     consents  by  or on behalf of a Person other  than  the
     Board; or

           (iii) Consummation of a reorganization, merger or
     consolidation or sale or other disposition  of  all  or
     substantially  all  of the assets  of  the  Company  (a
     "Business   Combination"),  in   each   case,   unless,
     following  such  Business  Combination,  (A)   all   or
     substantially all of the individuals and  entities  who
     were  the  beneficial  owners,  respectively,  of   the
     Company Common Stock and Voting Stock immediately prior
     to such Business Combination beneficially own, directly
     or  indirectly,  more than 66.6% of, respectively,  the
     then-outstanding  shares  of  common  stock   and   the
     combined  voting  power of the then-outstanding  voting
     securities  entitled to vote generally in the  election
     of  directors,  as  the  case may  be,  of  the  entity
     resulting  from  such Business Combination  (including,
     without limitation, an entity which as a result of such
     transaction  owns  the Company or all or  substantially
     all  of the Company's assets either directly or through
     one  or  more subsidiaries) in substantially  the  same
     proportions relative to each other as their  ownership,
     immediately prior to such Business Combination, of  the
     Company  Common Stock and Voting Stock of the  Company,
     as the case may be, (B) no Person (excluding any entity
     resulting  from  such  Business  Combination   or   any
     employee  benefit plan (or related trust) sponsored  or
     maintained by the Company or such entity resulting from
     such  Business Combination) beneficially owns, directly
     or  indirectly, 15% or more of, respectively, the then-
     outstanding  shares  of  common  stock  of  the  entity
     resulting  from  such  Business  Combination,  or   the
     combined  voting  power of the then-outstanding  voting
     securities  of  such corporation except to  the  extent
     that  such  ownership  existed prior  to  the  Business
     Combination and (C) at least a majority of the  members
     of  the board of directors of the corporation resulting
     from  such  Business Combination were  members  of  the
     Incumbent  Board  at the time of the execution  of  the
     initial  agreement,  or of the  action  of  the  Board,
     providing for such Business Combination; or

           (iv)  Approval by the shareholders of the Company
     of   a  complete  liquidation  or  dissolution  of  the
     Company.

           (b) Upon the occurrence of a Change in Control at
any  time  during  the  Term, without further  action,  this
Agreement shall become immediately operative.

           (c)  The period during which this Agreement shall
be  in  effect (the "Term") shall commence as  of  the  date
hereof and shall expire as of the later of (i) the close  of
business on December 31, 2001 and (ii) the expiration of the
Period  of  Employment (as that term is hereafter  defined),
provided, however, that (A) commencing on the first  day  of
the  first  calendar  year after  the  year  in  which  this
Agreement  is  executed and each January 1  thereafter,  the
term  of this Agreement shall automatically be extended  for
an  additional year unless, not later than September  30  of
the immediately preceding year, the Company or the Executive
shall  have given written notice that it or he, as the  case
may  be,  does not wish to have the Term extended,  and  (B)
subject  to  Section 10 hereof, if, prior  to  a  Change  in
Control,  the  Executive ceases for  any  reason  to  be  an
officer  of  the  Company or any Subsidiary,  thereupon  the
Term,  without  further  action, shall  be  deemed  to  have
expired  and this Agreement shall immediately terminate  and
be of no further effect.

           2.     Employment;  Period  of  Employment:   (a)
Subject to the terms and conditions of this Agreement,  upon
the  occurrence  of a Change in Control, the  Company  shall
continue the Executive in its employ and the Executive shall
remain in the employ of the Company for the period set forth
in  Section 2(b) hereof (the "Period of Employment"), in the
position   and  with  substantially  the  same  duties   and
responsibilities that he had immediately prior to the Change
in  Control,  or to which the Company and the Executive  may
hereafter mutually agree in writing.  Throughout the  Period
of  Employment, the Executive shall devote substantially all
of  his  time  during  normal  business  hours  (subject  to
vacations, sick leave and other absences in accordance  with
the  policies  of  the  Company  as  in  effect  for  senior
executives  immediately prior to the Change in  Control)  to
the business and affairs of the Company, but nothing in this
Agreement   shall  preclude  the  Executive  from   devoting
reasonable periods of time during normal business  hours  to
(i)  serving  as  a  director,  trustee  or  member  of   or
participant in any organization or business as long as  such
activity  would  not  constitute  Competitive  Activity   if
conducted by the Executive after the Executive's Termination
Date,  (ii) engaging in charitable and community activities,
or (iii) managing his personal investments.  For purposes of
this  Agreement, the term "Competitive Activity" shall  mean
the  Executive's  participation in  the  management  of  any
business   enterprise   if  such   enterprise   engages   in
substantial   and  direct  competition  with  the   Company.
"Competitive Activity" shall not include the mere  ownership
of  securities  in any such enterprise and the  exercise  of
rights appurtenant thereto.

           (b)   The Period of Employment shall commence  on
the  date  of  an  occurrence of a Change  in  Control  and,
subject  only  to  the  provisions of Sections  1(b)  and  5
hereof,  shall  continue  until  the  earlier  of  (i)   the
expiration of the third anniversary of the occurrence of the
Change in Control, (ii) the Executive's death, or (iii)  the
Executive's  attainment of age 65; provided,  however,  that
commencing on each anniversary of the Change in Control, the
Period of Employment shall automatically be extended for  an
additional  year  unless, not later than  90  calendar  days
prior  to such anniversary date, either the Company  or  the
Executive shall have given written notice to the other  that
the Period of Employment shall not be so extended.

           3.  Compensation During Period of Employment: (a)
For  his services pursuant to Section 2(a) hereof, upon  the
occurrence  of  a  Change in Control,  the  Executive  shall
receive  during  the Period of Employment  (i)  annual  base
salary  at  the highest rate in effect in the twelve  months
prior  to  the occurrence of the Change in Control  (payable
monthly  or otherwise as in effect for senior executives  of
the  Company  immediately prior to  the  occurrence  of  the
Change  in Control) or such higher rate as may be determined
from  time to time by the Board of Directors of the  Company
(the "Board") or the Compensation and Organization Committee
thereof (the "Committee") (which base salary at such rate is
herein  referred to as "Base Pay") and (ii) an annual amount
equal  to not less than the average aggregate annual  bonus,
incentive or other payments of cash compensation in addition
to the amounts referred to in clause (i) above made or to be
made  in  regard  to  services  rendered  during  the  three
calendar  years immediately preceding the year in which  the
Change in Control occurred pursuant to any bonus, short-term
incentive, profit-sharing, performance, discretionary pay or
similar  policy, plan, program or arrangement of the Company
or   any  successor  thereto  ("Incentive  Pay"),  provided,
however,  that,  (x) with the prior written consent  of  the
Executive, nothing herein shall preclude a change in the mix
between  Base Pay and Incentive Pay so long as the aggregate
cash  compensation  received by the  Executive  in  any  one
calendar year is not reduced in connection therewith or as a
result  thereof,  (y) the aggregate of the Executive's  Base
Pay  and Incentive Pay may be reduced as provided in Section
6(a)(iii) hereof, and (z) in no event shall any increase  in
the  Executive's aggregate cash compensation or any  portion
thereof  in  any way diminish any other obligations  of  the
Company under this Agreement.

           (b)   For  his services pursuant to Section  2(a)
hereof, during the Period of Employment the Executive  shall
be  a  full  participant in, and shall be  entitled  to  the
perquisites,  benefits and service credit  for  benefits  as
provided  under any and all employee retirement  income  and
welfare benefit policies, plans, programs or arrangements in
which  senior  executives of the Company  were  entitled  to
participate  immediately prior to  the  Change  in  Control,
including   without  limitation  any  stock  option,   stock
purchase, stock appreciation, savings, pension, supplemental
executive  retirement or other retirement income or  welfare
benefit,    deferred   compensation,   long-term   incentive
compensation,  group  and/or other executive  life,  health,
medical/hospital  or  other  insurance  (whether  funded  by
actual   insurance   or  self-insured   by   the   Company),
disability,  salary continuation, expense reimbursement  and
other  policies,  plans, programs or arrangements  providing
perquisites,  benefits and service credit  for  benefits  at
least  as great as are payable thereunder prior to a  Change
in  Control  (collectively, "Employee Benefits"),  provided,
however,  that except as expressly provided in, and  subject
to  the  terms of, Sections 6(b)(ii) and (iii)  hereof,  the
Executive's rights thereunder shall be governed by the terms
thereof  and  shall not be enlarged hereunder  or  otherwise
affected  hereby.  Subject to the proviso in the immediately
preceding  sentence, if and to the extent such  perquisites,
benefits  or service credit for benefits are not payable  or
provided under any such policy, plan, program or arrangement
as  a  result of the amendment or termination thereof,  then
the  Company shall itself pay or provide therefor.   Nothing
in  this Agreement shall preclude improvement or enhancement
of  any  such  Employee  Benefits,  provided  that  no  such
improvement  shall in any way diminish any other  obligation
of the Company under this Agreement.

           4.    Certain Additional Payments by the Company.
(a)   Anything   in   this   Agreement   to   the   contrary
notwithstanding,  in  the event that  this  Agreement  shall
become  operative and it shall be determined  (as  hereafter
provided) that any payment or distribution by the Company or
any  of  its  affiliates  to  or  for  the  benefit  of  the
Executive,  whether  paid  or  payable  or  distributed   or
distributable  pursuant to the terms of  this  Agreement  or
otherwise  pursuant to or by reason of any other  agreement,
policy,  plan,  program  or arrangement,  including  without
limitation  any  stock option, stock appreciation  right  or
similar   right,  or  the  lapse  or  termination   of   any
restriction on or the vesting or exercisability  of  any  of
the  foregoing (a "Payment"), would be subject to the excise
tax imposed by Section 4999 of the Internal Revenue Code  of
1986,  as  amended (the "Code") (or any successor  provision
thereto)  by  reason of being considered  "contingent  on  a
change  in ownership or control" of the Company, within  the
meaning  of  Section  280G of the  Code  (or  any  successor
provision thereto) or to any similar tax imposed by state or
local law, or any interest or penalties with respect to such
tax (such tax or  taxes, together with any such interest and
penalties, being hereafter collectively referred to  as  the
"Excise  Tax"),  then  the Executive shall  be  entitled  to
receive  an additional payment or payments (collectively,  a
"Gross-Up  Payment"); provided, however,  that  no  Gross-up
Payment  shall  be made with respect to the Excise  Tax,  if
any,  attributable  to (i) any incentive  stock  option,  as
defined by Section 422 of the Code ("ISO") granted prior  to
the   execution  of  this  Agreement,  or  (ii)  any   stock
appreciation  or  similar  right, whether  or  not  limited,
granted in tandem with any ISO described in clause (i).  The
Gross-Up  Payment  shall be in an amount  such  that,  after
payment  by  the  Executive  of  all  taxes  (including  any
interest  or penalties imposed with respect to such  taxes),
including any Excise Tax imposed upon the Gross-Up  Payment,
the  Executive  retains an amount of  the  Gross-Up  Payment
equal to the Excise Tax imposed upon the Payment.

           (b)   Subject  to the provisions of Section  4(f)
hereof,  all determinations required to be made  under  this
Section 4, including whether an Excise Tax is payable by the
Executive  and the amount of such Excise Tax and  whether  a
Gross-Up  Payment is required to be paid by the  Company  to
the  Executive and the amount of such Gross-Up  Payment,  if
any,  shall  be  made by a nationally recognized  accounting
firm  (the  "Accounting Firm") selected by the Executive  in
his   sole  discretion.   The  Executive  shall  direct  the
Accounting  Firm  to submit its determination  and  detailed
supporting  calculations  to  both  the  Company   and   the
Executive  within  30  calendar days after  the  Termination
Date, if applicable, and any such other time or times as may
be  requested  by  the  Company or the  Executive.   If  the
Accounting Firm determines that any Excise Tax is payable by
the  Executive, the Company shall pay the required  Gross-Up
Payment  to  the Executive within five business  days  after
receipt  of such determination and calculations with respect
to  any  Payment  to the Executive.  If the Accounting  Firm
determines  that no Excise Tax is payable by the  Executive,
it  shall,  at the same time as it makes such determination,
furnish  the Company and the Executive an opinion  that  the
Executive has substantial authority not to report any Excise
Tax  on  his  federal, state or local income  or  other  tax
return.   As  a result of the uncertainty in the application
of  Section  4999  of  the Code (or any successor  provision
thereto)   and   the  possibility  of  similar   uncertainty
regarding applicable state or local tax law at the  time  of
any  determination by the Accounting Firm hereunder,  it  is
possible  that  Gross-Up Payments which will not  have  been
made   by   the   Company  should   have   been   made   (an
"Underpayment"),  consistent with the calculations  required
to  be  made  hereunder.   In the  event  that  the  Company
exhausts or fails to pursue its remedies pursuant to Section
4(f) hereof and the Executive thereafter is required to make
a payment of any Excise Tax, the Executive shall direct  the
Accounting  Firm to determine the amount of the Underpayment
that  has  occurred  and  to submit  its  determination  and
detailed supporting calculations to both the Company and the
Executive  as  promptly as possible.  Any such  Underpayment
shall be promptly paid by the Company to, or for the benefit
of, the Executive within five business days after receipt of
such determination and calculations.

           (c)   The  Company and the Executive  shall  each
provide  the  Accounting Firm access to and  copies  of  any
books,  records  and  documents in  the  possession  of  the
Company  or  the  Executive, as the case may be,  reasonably
requested  by  the Accounting Firm, and otherwise  cooperate
with  the Accounting Firm in connection with the preparation
and   issuance   of  the  determinations  and   calculations
contemplated  by Section 4(b) hereof.  Any determination  by
the Accounting Firm as to the amount of the Gross-Up Payment
shall be binding upon the Company and the Executive.

           (d)  The federal, state and local income or other
tax  returns  filed by the Executive shall be  prepared  and
filed  on a consistent basis with the determination  of  the
Accounting  Firm with respect to the Excise Tax  payable  by
the  Executive.  The Executive shall make proper payment  of
the  amount of any Excise Payment, and at the request of the
Company,  provide  to the Company true  and  correct  copies
(with  any  amendments) of his federal income tax return  as
filed  with  the Internal Revenue Service and  corresponding
state and local tax returns, if relevant, as filed with  the
applicable  taxing  authority,  and  such  other   documents
reasonably   requested  by  the  Company,  evidencing   such
payment.  If prior to the filing of the Executive's  federal
income  tax  return,  or corresponding state  or  local  tax
return, if relevant, the Accounting Firm determines that the
amount  of  the  Gross-Up  Payment should  be  reduced,  the
Executive shall within five business days pay to the Company
the amount of such reduction.

           (e)  The fees and expenses of the Accounting Firm
for  its services in connection with the determinations  and
calculations  contemplated by Section 4(b) hereof  shall  be
borne  by  the  Company.   If such  fees  and  expenses  are
initially paid by the Executive, the Company shall reimburse
the  Executive  the  full amount of such fees  and  expenses
within  five business days after receipt from the  Executive
of  a  statement  therefor and reasonable  evidence  of  his
payment thereof.

           (f)   The  Executive shall notify the Company  in
writing of any claim by the Internal Revenue Service or  any
other  taxing  authority that, if successful, would  require
the  payment  by  the Company of a Gross-Up  Payment.   Such
notification  shall be given as promptly as practicable  but
no later than  10 business days after the Executive actually
receives  notice  of  such  claim and  the  Executive  shall
further apprise the Company of the nature of such claim  and
the  date  on which such claim is requested to be  paid  (in
each  case,  to  the  extent known by the  Executive).   The
Executive  shall not pay such claim prior to the earlier  of
(i)  the  expiration of the 30-calendar-day period following
the  date  on which he gives such notice to the Company  and
(ii)  the  date that any payment of amount with  respect  to
such claim is due.  If the Company notifies the Executive in
writing  prior  to  the expiration of such  period  that  it
desires to contest such claim, the Executive shall:

           (i)  provide the Company with any written records
or  documents  in  his  possession relating  to  such  claim
reasonably requested by the Company;

           (ii)    take  such  action  in  connection   with
contesting  such  claim  as  the  Company  shall  reasonably
request  in  writing  from time to time,  including  without
limitation  accepting legal representation with  respect  to
such  claim  by  an  attorney competent in  respect  of  the
subject matter and reasonably selected by the Company;

           (iii) cooperate with the Company in good faith in
order effectively to contest such claim; and

           (iv)   permit the Company to participate  in  any
proceedings relating to such claim;

provided,  however,  that the Company  shall  bear  and  pay
directly  all  costs  and expenses (including  interest  and
penalties)  incurred  in connection with  such  contest  and
shall  indemnify  and  hold harmless the  Executive,  on  an
after-tax  basis, for and against any Excise Tax  or  income
tax,  including interest and penalties with respect thereto,
imposed  as  a result of such representation and payment  of
costs   and   expenses.   Without  limiting  the   foregoing
provisions  of this Section 4(f), the Company shall  control
all  proceedings taken in connection with the contest of any
claim  contemplated by this Section 4(f) and,  at  its  sole
option,  may  pursue  or forego any and  all  administrative
appeals,  proceedings,  hearings and  conferences  with  the
taxing   authority  in  respect  of  such  claim  (provided,
however, that the Executive may participate therein  at  his
own  cost and expense) and may, at its option, either direct
the Executive to pay the tax claimed and sue for a refund or
contest  the  claim  in  any  permissible  manner,  and  the
Executive   agrees   to  prosecute   such   contest   to   a
determination before any administrative tribunal, in a court
of initial jurisdiction and in one or more appellate courts,
as  the Company shall determine; provided, however, that  if
the Company directs the Executive to pay the tax claimed and
sue  for  a refund, the Company shall advance the amount  of
such payment to the Executive on an interest-free basis  and
shall  indemnify  and  hold the Executive  harmless,  on  an
after-tax basis, from any Excise Tax or income or other tax,
including  interest  or  penalties  with  respect   thereto,
imposed  with respect to such advance; and provided further,
however,  that  any extension of the statute of  limitations
relating  to  payment of taxes for the taxable year  of  the
Executive  with  respect to which the  contested  amount  is
claimed  to  be  due  is limited solely  to  such  contested
amount.   Furthermore, the Company's  control  of  any  such
contested  claim shall be limited to issues with respect  to
which a Gross-Up Payment would be payable hereunder and  the
Executive  shall  be entitled to settle or contest,  as  the
case  may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.

           (g)  If, after the receipt by the Executive of an
amount  advanced  by the Company pursuant  to  Section  4(f)
hereof,  the Executive receives any refund with  respect  to
such  claim,  the Executive shall (subject to the  Company's
complying  with  the  requirements of Section  4(f)  hereof)
promptly  pay  to  the  Company the amount  of  such  refund
(together  with any interest paid or credited thereon  after
any taxes applicable thereto).  If, after the receipt by the
Executive  of an amount advanced by the Company pursuant  to
Section  4(f)  hereof,  a determination  is  made  that  the
Executive  shall not be entitled to any refund with  respect
to  such claim and the Company does not notify the Executive
in  writing of its intent to contest such denial  or  refund
prior  to  the  expiration of 30 calendar  days  after  such
determination, then such advance shall be forgiven and shall
not  be  required to be repaid and the amount  of  any  such
advance  shall offset, to the extent thereof, the amount  of
Gross-Up Payment required to be paid by the Company  to  the
Executive pursuant to this Section 4.

           5.    Termination Following a Change in  Control:
In  the event of the occurrence of a Change in Control,  the
Executive's  employment  may be terminated  by  the  Company
during  the Period of Employment and the Executive shall  be
entitled  to  the  damages provided by Section  6(b)  hereof
unless  such  termination  is  solely  the  result  of   the
occurrence of one or more of the following events:

               (a)       The Executive's death;

               (b)       If    the  Executive  shall  become
               permanently  disabled within the meaning  of,
               and  begins  actually to  receive  disability
               benefits    pursuant   to,   the    long-term
               disability   plan   in  effect   for   senior
               executives  of the Company immediately  prior
               to the Change in Control; or

               (c)       "Cause", which for purposes of this
               Agreement  shall  mean  that,  prior  to  any
               termination pursuant to Section 5 hereof, the
               Executive shall have committed:

                         (i)                  an intentional
                         act of fraud, embezzlement or theft
                         in connection with his duties or in
                         the  course of his employment  with
                         the Company;

                         (ii)                    intentional
                         wrongful damage to property of  the
                         Company;

                         (iii)          intentional wrongful
                         disclosure   of   proprietary    or
                         confidential  information  of   the
                         Company; or

                         (iv)         intentional   wrongful
                         engagement   in   any   Competitive
                         Activity;

and  any such act shall have been materially harmful to  the
Company.   "Cause"  shall  also mean  that,  prior  to  such
termination, the Executive shall have been convicted  for  a
crime   involving  moral  turpitude,  which  conviction   if
appealed  shall have been sustained on appeal.  For purposes
of this Agreement, no act, or failure to act, on the part of
the  Executive shall be deemed "intentional" if it  was  due
primarily  to an error in judgment or negligence, but  shall
be deemed "intentional" only if done, or omitted to be done,
by  the  Executive not in good faith and without  reasonable
belief  that  his action or omission was in, or not  opposed
to,  the best interest of the Company.  Notwithstanding  the
foregoing,  the Executive shall not be deemed to  have  been
terminated  for  "Cause" hereunder unless  and  until  there
shall  have  been delivered to the Executive  a  copy  of  a
resolution duly adopted by the affirmative vote of not  less
than three-quarters of the Board then in office at a meeting
of  the  Board  called  and  held for  such  purpose  (after
reasonable  notice to the Executive and an  opportunity  for
the  Executive, together with his counsel (if the  Executive
chooses  to  have  counsel present at such meeting),  to  be
heard  before the Board, finding that, in good faith opinion
of   the   Board,  the  Executive  had  committed   an   act
constituting  "Cause" as herein defined and  specifying  the
particulars  thereof in detail.  Nothing herein shall  limit
the  right of the Executive or his beneficiaries to  contest
the validity or propriety of any such determination.

           6.  Damages for Breach by Company:  (a)  Each and
every  term of Executive's employment set forth in  Sections
2,  3  and 4 hereof is deemed to be a material term of  this
Agreement,  and  any failure by the Company to  perform  any
term thereof precisely as provided herein shall be deemed  a
material  breach  of this Agreement and a  rejection  of  an
offer  by the Executive to work for the Company on the terms
provided in this Agreement, entitling Executive to repudiate
this Agreement and to cease performing any services for  the
Company,  and thereupon Executive shall be entitled  to  the
damages  provided in Section 6(b) hereof.  Without  limiting
the  generality of the foregoing, the taking of any  of  the
following  actions  by  the Company  during  the  Period  of
Employment, following the occurrence of a Change in Control,
shall be a material breach of this Agreement by the Company:

           (i)   Any  termination  by  the  Company  of  the
     employment  of  the Executive prior to  the  date  upon
     which  the Executive shall have attained age 65,  which
     termination  shall  be for any reason  other  than  for
     Cause  or as a result of the death of the Executive  or
     by  reason of the Executive's permanent disability  and
     the actual receipt of disability benefits in accordance
     with Section 6(b) hereof;

           (ii)  Failure  to  elect,  reelect  or  otherwise
     maintain the Executive in the office or position, or  a
     substantially equivalent office or position, of or with
     the  Company  or a Subsidiary which the Executive  held
     immediately  prior  to  a Change  in  Control,  or  the
     removal  of the Executive as a Director of the  Company
     (or  any successor thereto) if the Executive shall have
     been a Director of the Company immediately prior to the
     Change in Control;

           (iii)  Action  effecting  a  significant  adverse
     change  in  the  nature or scope  of  the  authorities,
     powers,  functions, responsibilities or duties attached
     to  the  position with the Company which the  Executive
     held prior to the Change in Control, a reduction in the
     aggregate of the Executive's Base Pay and Incentive Pay
     received  from the Company, if such reduction does  not
     affect   all   senior   executives   of   the   Company
     proportionately (such Base Pay and Incentive Pay  shall
     be  the higher of (x) the Base Pay and Incentive Pay at
     the  time of the Change in Control and (y) the Base Pay
     and  Incentive  Pay  at  the date  of  the  Executive's
     termination),  or  the termination  or  denial  of  the
     Executive's rights to Employee Benefits to which he was
     entitled immediately prior to the Change in Control  or
     a  significant reduction in scope or value thereof, any
     which situation is not remedied within 10 calendar days
     after receipt by the Company of written notice from the
     Executive;

           (iv)  A  determination by  the  Executive  (which
     determination shall be conclusive and binding upon  the
     parties hereto provided that it was made in good  faith
     and  in all events shall be presumed to have been  made
     in  good faith unless otherwise shown by the Company by
     clear  and  convincing  evidence)  that  a  change   in
     circumstances  has  occurred  following  a  change   in
     control, including without limitation, a change in  the
     scope of the business or other activities for which the
     Executive  was  responsible immediately  prior  to  the
     Change  in Control, a substantial reduction in  any  of
     the authorities, powers, functions, responsibilities or
     duties  attached to the position held by the  Executive
     immediately   prior  the  Change  in  Control,   or   a
     significant  hindrance  to the Executive's  ability  to
     perform his duties, any which situation is not remedied
     within 10 calendar days after receipt by the Company of
     written   notice   of  such  determination   from   the
     Executive;

            (v)    The  liquidation,  dissolution,   merger,
     consolidation  or  reorganization  of  the  Company  or
     transfer  of  all  or  a  significant  portion  of  its
     business   and/or  assets,  unless  the  successor   or
     successors   (by  liquidation,  merger,  consolidation,
     reorganization, transfer or otherwise) to which all  or
     a  significant  portion of its business  and/or  assets
     have been transferred (directly or by operation of law)
     shall  have assumed all duties and obligations  of  the
     Company  under  this Agreement pursuant to  Section  12
     hereof;

           (vi)  The  Company shall relocate  its  principal
     executive offices, or require the Executive to have his
     principal  location of work changed,  to  any  location
     which  is  in  excess  of 25 miles  from  the  location
     thereof  immediately prior to the Change in Control  or
     the  Company shall require the Executive to travel away
     from  his  office  in  the course  of  discharging  his
     responsibilities or duties hereunder significantly more
     (in  terms of either consecutive days or aggregate days
     in  any  calendar year when annualized for purposes  of
     comparison to any prior year) than was required of  him
     prior to the Change in Control without, in either case,
     his prior written consent; or

           (vii)Without limiting the generality or effect of
     the  foregoing,  any  other  material  breach  of  this
     Agreement by the Company or any successor thereto.

           (b)  If, following the occurrence of a Change  in
Control,   the  Company  shall  terminate  the   Executive's
employment  during  the  Period  of  Employment  other  than
pursuant  to  Section  5 hereof, or  if  there  shall  be  a
material breach of this Agreement by the Company as provided
in  Section 6(a) hereof, the Company shall pay or provide to
the Executive the following, as liquidated damages:

           (i)   the  amount  specified  below  within  five
     business  days after the date (the "Termination  Date")
     that  the  Executive's employment  is  terminated  (the
     effective   date  of  which  shall  be  the   date   of
     termination or such other date that may be specified by
     the Executive if the termination is pursuant to Section
     6(a)  hereof):  In lieu of any further payments to  the
     Executive  for  periods subsequent to  the  Termination
     Date, but without affecting the rights of the Executive
     referred to in Section 6(b)(ii) or 6(b)(iii) hereof,  a
     lump  sum payment (the "Lump Sum Damages") in an amount
     equal  to  the  present value (using  a  discount  rate
     prescribed for purposes of valuation computations under
     Section  280G  of  the Code or any successor  provision
     thereto  (the "Discount Rate")) of the sum of (A)  Base
     Pay  (at the highest rate in effect for any year  prior
     to  the  Termination Date), which the  Executive  would
     have  received  had  such  termination  or  breach  not
     occurred,  for the longer of (1) 18 months or  (2)  the
     remainder  of  the  Period  of  Employment,  plus   (B)
     Incentive  Pay  (based  upon  the  average  amount   of
     Incentive   Pay  earned  in  the  three  fiscal   years
     immediately preceding the year in which the  Change  in
     Control  occurred),  which  the  Executive  would  have
     received  pursuant  to this Agreement  during  or  with
     respect  to  the  longer of (1) 18 months  or  (2)  the
     remainder  of  the  Period  of  Employment,  had   such
     termination or breach not occurred; and

           (ii)  For the longer of (A) 18 months or (B)  the
     remainder   of   the   Period   of   Employment    (the
     "Continuation  Period"),  Employee  Benefits  that  are
     health or welfare benefits (but not stock option, stock
     purchase,  stock  appreciation or similar  compensatory
     benefits)  substantially similar  to  those  which  the
     Executive   was  receiving  or  entitled   to   receive
     immediately prior to the Termination Date.  If  and  to
     the  extent that such benefits shall not or  cannot  be
     paid  or  provided under any policy, plan,  program  or
     arrangement  of  the Company, then  the  Company  shall
     itself pay or provide for the payment to the Executive,
     his   dependents  and  beneficiaries,   such   Employee
     Benefits.  Notwithstanding the foregoing, or any  other
     provision of the Agreement, for purposes of determining
     the  period  of  continuation  coverage  to  which  the
     Executive or any of his dependents is entitled pursuant
     to   Section  4980B  of  the  Code  (or  any  successor
     provision thereto) under the Company's medical,  dental
     and  other group health plans, or successor plans,  the
     Executive's "qualifying event" shall be the termination
     of  the Continuation Period and the Executive shall  be
     considered to have remained actively employed on a full-
     time   basis  through  that  date.   Without  otherwise
     limiting  the purposes or effect of Section  7  hereof,
     Employee Benefits payable to the Executive pursuant  to
     this Section 6(b)(ii) by reason of any "welfare benefit
     plan"  of  the  Company (as the term  "welfare  benefit
     plan"  is  defined  in Section 3(l) and  any  successor
     provision  thereto  of the Employee  Retirement  Income
     Security  Act of 1974, as amended) shall be reduced  to
     the  extent  comparable welfare benefits  are  actually
     received by the Executive from another employer  during
     such  period following the Executive's Termination Date
     until the expiration of the Continuation Period and any
     such  benefits actually received by the Executive shall
     be reported to the Company.

           (iii)   The  Executive shall also be entitled  to
     receive  from  the Company, within five  business  days
     after the Termination Date, a lump sum payment equal to
     the  sum  of (I) the present value (determined using  a
     discount  rate  prescribed for  purposes  of  valuation
     computations  under Section 280G of  the  Code  in  any
     successor provision thereto) of the excess of (X)  what
     the Executive's aggregate accrued benefits under all of
     the  Company's  defined  benefit  plans  in  which  the
     Executive  participates, whether or not such plans  are
     intended  to be qualified under Section 401(a)  of  the
     Code  (including  without  limitation  the  M.A.  Hanna
     Company  Salaried Employees Retirement Income Plan  and
     the  M.A. Hanna Company Supplemental Retirement Benefit
     Plan (the "Supplemental Plan")), would be if determined
     after the Executive was given service credit thereunder
     (at  the rate of pay provided for in Section 3(a))  for
     the 36-month period following the Termination Date over
     (Y)  the  Executive's actual aggregate accrued  benefit
     under such plans as of the Termination Date, plus  (II)
     the  aggregate employer contributions that the  Company
     would  be  required to make to the Executive's accounts
     under  all of the Company's defined contribution  plans
     in  which  the Executive participates, whether  or  not
     such  plans are intended to be qualified under  Section
     401(a) of the Code (including, without limitation,  the
     M.A.  Hanna Company Capital Accumulation Plan  and  the
     Supplemental  Plan), for the 36-month period  following
     the  Termination  Date  if (1) the  Executive  remained
     employed  by  the  Company for  such  period,  (2)  the
     Executive continued during such period to authorize his
     own elective contributions to such plans at the highest
     rate selected by the Executive during either the three-
     year period preceding the Termination Date or the three-
     year period preceding the Change in Control and (3) the
     rate  at which the Company made matching, discretionary
     or  nondiscretionary  employer  contributions  to  such
     plans  during such period was at the highest  rate  for
     each  such  type of contribution that was in effect  at
     any  time during either the three-year period preceding
     the Termination Date or the three-year period preceding
     the Change in Control.

           (c)   A  termination by the Company  pursuant  to
Section 5 or 6(a)(i) hereof or by the Executive pursuant  to
Section  6(a) hereof shall not affect any rights  which  the
Executive may have pursuant to any agreement, policy,  plan,
program  or  arrangement of the Company  providing  Employee
Benefits,  which  rights  shall be  governed  by  the  terms
thereof.   If  this  Agreement  or  the  employment  of  the
Executive  is  terminated under circumstances in  which  the
Executive  is  not  entitled  to  any  payments  under  this
Agreement, the Executive shall have no further obligation or
liability to the Company hereunder with respect to his prior
or any future employment by the Company.

           (d) Upon written notice given by the Executive to
the  Company prior to the occurrence of a Change in Control,
the  Executive,  at  his sole option, without  reduction  to
reflect the present value of such amounts as aforesaid,  may
elect  to  have  all or any of the Lump Sum Damages  payable
pursuant  to  Section  6(b)(i)  hereof  paid  to  him  on  a
quarterly  or  monthly  basis during the  remainder  of  the
Period of Employment.

           (e)   There  shall  be  no right  of  set-off  or
counterclaim  in  respect of any claim, debt  or  obligation
against any payment to or benefit for the Executive provided
for in this Agreement.

           (f)  Without limiting the rights of the Executive
at  law  or  in  equity, if the Company fails  to  make  any
payment required to be made hereunder on a timely basis, the
Company  shall  pay  interest on the amount  thereof  at  an
annualized  rate  of interest equal to the  then  applicable
interest  rate  prescribed by the Pension Benefit  Guarantee
Corporation for benefit valuations in connection  with  non-
multiemployer   pension  plan  terminations   assuming   the
immediate  commencement of benefit payments.  Such  interest
shall be payable as it accrues on demand.

           7.  Mitigation:  In the event that this Agreement
or  the employment of the Executive by the Company hereunder
is  terminated other than by the Company pursuant to Section
5  hereof,  the  Executive shall use reasonable  efforts  to
mitigate  his damages by seeking other employment, provided,
however,  that in no event shall the Executive  be  required
hereby to accept a position of less importance or dignity or
of substantial different character than the position held as
of  the Termination Date or a position that would call  upon
the  Executive  to engage in Competitive Activity  (as  that
term  is hereafter defined), nor shall he be required hereby
to  accept  a  position other than in a location  within  25
miles of his principal location of work immediately prior to
the  Change in Control.  Subject to the foregoing provisions
of  this  Section 7, in the event that the Executive secures
other  permanent  employment with another Person,  he  shall
promptly pay over to the Company, as received by him in  his
new  employment, an amount equal to the lesser  of  (i)  the
total  cash  compensation actually paid to him  in  his  new
employment  during the period of Employment,  and  (ii)  the
amount  of  Lump  Sum Damages received by  him  pursuant  to
Section  6(b)(i)  hereof (plus interest  thereon  using  the
Discount  Rate as in effect when the payment was made  under
Section  6(b)(i) hereof as the annualized interest rate)  or
Section  6(d)  hereof in respect of the  comparable  period.
Except  as  otherwise expressly provided in this Section  7,
the  Executive shall not be required to mitigate the  amount
of  any  payment provided for in this Agreement  by  seeking
other employment or otherwise.

           8.  Competitive Activity:  If the Executive shall
have  received or shall be receiving benefits under  Section
6(b) or 6(d) hereof, then for the longer of (i) one year, or
(ii) the period of time that the Executive receives benefits
under  Section 6(b) or 6(d) hereof, the Executive shall  not
engage  in any Competitive Activity.  For purposes  of  this
Agreement,  the term "Competitive Activity" shall  mean  the
Executive's participation in the management of any  business
enterprise  if  such enterprise engages in  substantial  and
direct competition with the Company.  "Competitive Activity"
shall  not include the mere ownership of securities  in  any
such  enterprise  and  the exercise  of  rights  appurtenant
thereto.

           9.    Legal  Fees and Expenses:  (a)  It  is  the
intent of the Company that the Executive not be required  to
incur  the expenses associated with the enforcement  of  his
rights  under  this Agreement by litigation or  other  legal
action   because   the  cost  and  expense   thereof   would
substantially  detract  from the  benefits  intended  to  be
extended  to  the Executive hereunder.  Accordingly,  if  it
should  appear to the Executive that the Company has  failed
to  comply  with any of its obligations under this Agreement
or  in  the event that the Company or any other Person takes
any  action to declare this Agreement void or unenforceable,
or  institutes  any litigation to deny, or to recover  from,
the  Executive the benefits intended to be provided  to  the
Executive hereunder, the Company irrevocably authorizes  the
Executive from time to time to retain counsel of his choice,
at  the  expense  of the Company as hereafter  provided,  to
represent the Executive in connection with the initiation or
defense of any litigation or other legal action, whether  by
or against the Company or any Director, officer, stockholder
or   other  person  affiliated  with  the  Company,  in  any
jurisdiction.    Notwithstanding  any  existing   or   prior
attorney-client  relationship between the Company  and  such
counsel, the Company irrevocably consents to the Executive's
entering  into  an  attorney-client relationship  with  such
counsel,  and  in  that  connection  the  Company  and   the
Executive agree that a confidential relationship shall exist
between  the Executive and such counsel.  The Company  shall
pay  or cause to be paid and shall be solely responsible for
any  and  all  attorneys'  and  related  fees  and  expenses
incurred  by  the  Executive as a result  of  the  Company's
failure  to perform this Agreement or any provision  thereof
or  as a result of the Company or any Person contesting  the
validity  or  enforceability  of  this  Agreement   or   any
provision hereof as aforesaid.

           (b)   Without  limiting the  obligations  of  the
Company pursuant to this Agreement, in the event a Change in
Control occurs, the performance of the Company's obligations
under  this Agreement shall be secured by amounts  deposited
or  to  be  deposited  in trust pursuant  to  certain  trust
agreements to which the Company shall be a party, providing,
among other things for the payment of severance compensation
to the Executive pursuant to Section 6 hereof, and the Gross-
Up  Payment to the Executive pursuant to Section  4  hereof,
and  providing that the reasonable fees and related expenses
of  one or more professionals selected from time to time  by
the Executive pursuant to Section 9(a) hereof shall be paid,
or  reimbursed  to the Executive if paid by  the  Executive,
either   in   accordance  with  the  terms  of  such   trust
agreements,  or, if not so provided, on a regular,  periodic
basis upon presentation by the Executive to the trustee of a
statement  or  statements prepared by such  professional  in
accordance with its customary practices.  Any failure by the
Company to satisfy any of its obligations under this Section
9(b)  shall not limit the rights of the Executive hereunder.
Upon the earlier to occur of (i) a Change in Control or (ii)
a  declaration  by  the Board that a Change  in  Control  is
imminent,  the Company shall promptly to the extent  it  has
not  previously  done  so,  and in  any  event  within  five
business days:

                (A)   transfer  to trustees  of  such  trust
          agreements  to  be added to the principal  of  the
          trusts a sum equal to (I) the present value on the
          date  of  the Change in Control (or on such  fifth
          business day if the Board has declared a Change in
          Control to be imminent) of the payments to be made
          to  the Executive under the provisions of Sections
          6  and  4  hereof, less (II) the  balance  in  the
          Executive's  accounts provided for in  such  trust
          agreements   as  of  the  most  recent   completed
          valuation  thereof, as certified  by  the  trustee
          under  each  trust  agreement; provided,  however,
          that  if  the  trustee under any trust  agreement,
          respectively, does not so certify by  the  end  of
          the  fourth business day after the earlier of such
          Change in Control or declaration, then the balance
          of  such respective account shall be deemed to  be
          zero.   Any payments of severance compensation  or
          other  benefits hereunder by the trustee  pursuant
          to  any  trust  agreement  shall,  to  the  extent
          thereof, discharge the Company's obligation to pay
          severance   compensation   and   other    benefits
          hereunder, it being the intent of the Company that
          assets in such trusts be held as security for  the
          Company's obligation to pay severance compensation
          and other benefits under this Agreement; and

                (B)  transfer to the trustees to be added to
          the  principal  of  the  trusts  under  the  trust
          agreements the sum of one hundred thousand dollars
          ($100,000), less any principal in such trusts,  on
          such  fifth business day dedicated to the  payment
          of  the  Company's obligations under Section  9(a)
          hereof.    Any   payments   of   the   Executive's
          reasonable professional fees and related  expenses
          by  the  trustees pursuant to the trust agreements
          shall,  to  the  extent  thereof,  discharge   the
          Company's  obligation  hereunder,  it  being   the
          intent of the Company that assets in such trust be
          held  as  security  for  the Company's  obligation
          under   Section   9(a)  hereof.    The   Executive
          understands  and acknowledges that the  corpus  of
          the  trust, or separate portion thereof, dedicated
          to  the payment of the Company's obligations under
          Section 9(a) hereof will be $100,000 and that such
          amount will be available to discharge not only the
          obligations of the Company to the Executive  under
          Section  9(a) hereof, but also similar obligations
          of  the  Company to other executives and employees
          under similar provisions of other agreements.

                (c) Subject to the foregoing, the Executive
          shall  have  the    status of a general unsecured
          creditor of the Company  and shall have no  right
          to, or security interest in,  any  assets of  the
          Company or any Subsidiary.

           10.   Employment  Rights:  Nothing  expressed  or
implied in this Agreement shall create any right or duty  on
the  part  of  the  Company or the  Executive  to  have  the
Executive remain in the employment of the Company  prior  to
any   Change  in  Control,  provided,  however,   that   any
termination of employment of the Executive or the removal of
the  Executive  from the office or position in  the  Company
following  the commencement of any discussion with  a  third
Person that ultimately results in a Change in Control  shall
be  deemed  to be a termination or removal of the  Executive
after a Change in Control for purposes of this Agreement.

           11.   Withholding  of  Taxes:   The  Company  may
withhold  from any amounts payable under this Agreement  all
federal,  state,  city or other taxes as shall  be  required
pursuant to any law or government regulation or ruling.

           12.   Successors and Binding Agreement:  (a)  The
Company  shall  require  any successor  (whether  direct  or
indirect, by purchase, merger, consolidation, reorganization
or  otherwise) to all or substantially all of  the  business
and/or  assets  of  the Company, by agreement  in  form  and
substance satisfactory to the Executive, expressly to assume
and  agree to perform this Agreement in the same manner  and
to  the same extent the Company would be required to perform
if no such succession had taken place.  This Agreement shall
be  binding upon and inure to the benefit of the Company and
any  successor to the Company, including without  limitation
any   Persons  acquiring  directly  or  indirectly  all   or
substantially  all  of  the business and/or  assets  of  the
Company   whether   by   purchase,  merger,   consolidation,
reorganization  or  otherwise  (and  such  successor   shall
thereafter be deemed the "Company" for the purposes of  this
Agreement),   but   shall  not  otherwise   be   assignable,
transferable or delegable by the Company.

           (b)  This Agreement shall inure to the benefit of
and  be  enforceable by the Executive's  personal  or  legal
representatives,   executors,  administrators,   successors,
heirs, distributees and/or legatees.

           (c)   This  Agreement is personal in  nature  and
neither of the parties hereto shall, without the consent  of
the  other,  assign, transfer or delegate this Agreement  or
any  rights  or  obligations hereunder except  as  expressly
provided  in  Sections  11(a)  and  11(b)  hereof.   Without
limiting  the  generality of the foregoing, the  Executive's
right to receive payments hereunder shall not be assignable,
transferable or delegable, whether by pledge, creation of  a
security interest or otherwise, other than by a transfer  by
his will or by the laws of descent and distribution and,  in
the  event of any attempted assignment or transfer  contrary
to  this  Section 12(c), the Company shall have no liability
to  pay  any amount so attempted to be assigned, transferred
or delegated.

           (d) The Company and the Executive recognize that,
except as provided in Section 6 hereof, each party will have
no  adequate remedy at law for breach by the other of any of
the  agreements contained herein and, in the  event  of  any
such breach, the Company and the Executive hereby agree  and
consent  that  the other shall be entitled to  a  decree  of
specific  performance, mandamus or other appropriate  remedy
to enforce performance of this Agreement.

           13.  Notice:  For all purposes of this Agreement,
all  communications  including without  limitation  notices,
consents, requests or approvals provided for herein shall be
in  writing and shall be deemed to have been duly given when
delivered or five business days after having been mailed  by
United  States registered or certified mail, return  receipt
requested, postage prepaid, addressed to the Company (to the
attention of the Corporate Secretary of the Company) at  its
principal  executive  office and to  the  Executive  at  his
principal  residence, or to such other address as any  party
may have furnished to the other in writing and in accordance
herewith, except that notices of change of address shall  be
effective only upon receipt.

           14. Governing Law:  The validity, interpretation,
construction  and  performance of this  Agreement  shall  be
governed  by  the laws of the State of Ohio, without  giving
effect to the principles of conflict of laws of such State.

           15. Validity:  If any provision of this Agreement
or  the application of any provision hereof to any Person or
circumstances  is held invalid, unenforceable  or  otherwise
illegal, the remainder of this Agreement and the application
of such provision to any other Person or circumstances shall
not  be  affected, and the provision so held to be  invalid,
unenforceable or otherwise illegal shall be reformed to  the
extent  (and  only  to  the extent)  necessary  to  make  it
enforceable, valid and legal.

           16.     Miscellaneous:   No  provisions  of  this
Agreement may be modified, waived or discharged unless  such
waiver,  modification or discharge is agreed to  in  writing
signed  by  the  Executive and the Company.   No  waiver  by
either  party hereto at any time of any breach by the  other
party  hereto or compliance with any condition or  provision
of  this Agreement to be performed by such other party shall
be  deemed  a waiver of similar or dissimilar provisions  or
conditions  at the same or at any prior or subsequent  time.
No   agreements  or  representations,  oral  or   otherwise,
expressed  or  implied with respect to  the  subject  matter
hereof  have  been made by either party which  are  not  set
forth  expressly  in this Agreement.  Whenever  the  context
requires or permits, the masculine gender shall include  the
feminine gender.

           17. Counterparts:  This Agreement may be executed
in  one  or more counterparts, each of which shall be deemed
to  be an original but all of which together will constitute
one and the same agreement.

           18.  Prior Agreement:  This Agreement amends  and
restates  the  Employment Agreement, dated as of  __________
("Prior  Agreement"), between the Company and the Executive,
which  Prior  Agreement shall, without  further  action,  be
superseded as of the date first above written.

           IN  WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed and delivered as of  the  date
first above written.

                              M.A. HANNA COMPANY



                              By:___________________________
                                 Chairman and Chief
                                 Executive Officer



                                 ___________________________
                                 Executive