RESTRICTED STOCK AGREEMENT

THIS  RESTRICTED STOCK AGREEMENT, made and entered into  as  of  the
PayoutDate, by and between M. A. Hanna Company (the "Company") and
Name ("Recipient").

                          W I T N E S S E T H

WHEREAS, the Compensation Committee of the Board of Directors of  M.
A.  Hanna  Company  ("Compensation Committee")  has  authorized  the
payment  of the LTIP Units granted on Award Date ("LTIP Units")  to
be made in a combination of cash and shares of Common Stock; and

WHEREAS,  the  Compensation Committee has authorized  an  additional
payment  of  shares of Common Stock subject to certain restrictions,
as  an  incentive  to Recipient to hold the Common Stock  issued  as
partial payment of the LTIP Units.

NOW  THEREFORE, in consideration of the premises and  the  covenants
contained  herein, the sufficiency of which is hereby  acknowledged,
the Company and the Recipient agree to amend the Grant of LTIP Units
dated Award Date as follows:

1.    The Company shall issue to Recipient Common shares of Common
Stock  in  partial  payment of the LTIP Units  ("Award  Stock")  and
Restricted  shares of Common Stock which shall be subject  to  the
following restrictions ("Restricted Stock"):

     (a)   During a period ending on the earlier of four  (4)  years
     from the date of issuance of the Award Stock and the Restricted
     Stock  or the death of the Recipient (the "Restricted Period"),
     the Recipient (executor) shall not sell or otherwise dispose of
     the Restricted Stock;

     (b)   The Recipient may sell or otherwise dispose of the  Award
     Stock at any time; provided however, that if the Award Stock is
     sold or otherwise disposed of during the Restricted Period, all
     of  the  Restricted Stock shall be forfeited and canceled  upon
     such sale or disposition;

     (c)   The  Restricted Stock shall be forfeited and canceled  in
     the  event that the Recipient ceases to be an employee  of  the
     Company  or any subsidiary of the Company, except by reason  of
     permanent disability or retirement under a retirement  plan  of
     the Company or a subsidiary; and

     (d)   All  taxes which the Company is required to collect  from
     the  Recipient  as  a  result of the lapse of  restrictions  on
     transfer of the Restricted Stock must be paid before the  stock
     certificate  evidencing  on  the  Restricted  Stock  is  issued
     without  restrictions and released to the Recipient  or  before
     the  shares of Restricted Stock are transferred by the  Company
     or its transfer agent.

2.     During  the  Restricted  Period  the  certificate  evidencing
Restricted Stock shall be held in escrow by the Company.

3.    The  certificate evidencing the Restricted Stock shall bear  a
notation or legend to the effect that such shares are subject to the
restrictions contained in this Agreement and that they  may  not  be
sold  or otherwise disposed of and that no transfer thereof will  be
made  by the Company or the transfer agent except in accordance with
this Agreement.

4.    Other  than  as  restricted herein,  the  Recipient  shall  be
entitled  to  all rights as a stockholder in respect  of  the  Award
Stock  and the Restricted Stock including, but not limited  to,  all
dividends  declared and paid on such stock, so long as the Recipient
remains  a stockholder of record.  After the Restricted Period,  the
Recipient or the Recipient's executor, as the case may be, may  sell
or  otherwise  dispose of the Award Stock and the  Restricted  Stock
without restrictions.

5.    Recipient (executor) may pay for taxes imposed at the time  of
the  lapse  of the restrictions on the Restricted Stock by  cash  or
check.   The Company reserves the right to withhold monies otherwise
due  Recipient and apply such monies to the payment  of  taxes.   If
Recipient does not pay the taxes due within 90 days of the lapse  of
the restriction, the Company may have the certificate evidencing the
Restricted  Stock  canceled and withhold from the  Restricted  Stock
such  number  of shares equal in value to the taxes required  to  be
paid.    The  Recipient  shall  receive  a  replacement  certificate
evidencing the remaining shares without any restriction.

IN WITNESS WHEREOF, the parties have executed duplicate originals of
this Agreement as of the day and year first above written.

M. A. HANNA COMPANY



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