M.A. HANNA COMPANY
                  1988 LONG-TERM INCENTIVE PLAN
                  PERFORMANCE SHARE AGREEMENT
                  Dated as of December 6, 1995

AGREEMENT  between  M. A. Hanna Company (the "Company")  and  the
executive  named  at  the  end  of this  Agreement  ("Executive")
pursuant  to  the  Company's 1988 Long-Term  Incentive  Plan,  as
amended (the "Plan"), providing for one or more awards which  may
be  granted  to  the  Executive under the  terms  and  conditions
described below and in the Plan.

      1.    Definitions.    The following terms  shall  have  the
meanings  as defined herein.  Terms not otherwise defined  herein
shall have the meaning as set forth in the Plan:

          (a)  "Performance Share Award" means an amount equal to
          the   number  of  Performance  Shares  granted  to  the
          Executive  multiplied by the Market Value of one  share
          of  M.A.  Hanna  Company Common Stock on  the  date  of
          grant.

          (b)   "Determination Date" has the meaning provided  in
          Section 4 of this Agreement.

          (c)  "EPS" means earnings per share of Common Stock  on
          a fully diluted basis.

          (d)   "Grant of Performance Shares" means the  document
          evidencing  each  grant made under the  Plan  which  is
          subject to the terms and conditions of this Agreement.

          (e)   "Management Objectives" means the targets as  set
          forth in Section 2 of this Agreement.

          (f)   "Market  Value" means the closing sale  price  of
          M.A.  Hanna Company Common Stock on the New York  Stock
          Exchange.

          (g)  "Payment Value" means the value of the Performance
          Shares at the Determination Date calculated as provided
          in Section 3 of this Agreement.

          (h)   "Performance Period" means the three  consecutive
          calendar   years  identified  in  the  Grant   of   the
          Performance Shares.

          (i)  "Performance Share" means one LTIP Unit granted to
          the  Executive  pursuant to the  Grant  of  Performance
          Shares,  this  Agreement and the Plan and expressed  by
          reference to one share of Common Stock of the Company.

          (j)    "Profit   Growth"  means  the  compound   annual
          percentage  growth  in  profit  of  the  Company  or  a
          business unit of the Company, as the case may  be,  for
          the Performance Period.

          (k)    "ROE"   means  the  average  annual  return   on
          stockholders'   equity  for  the   Performance   Period
          expressed as a percentage.

          (l)  "ROIC" means the average annual return on invested
          capital  of  a  business unit of the  Company  for  the
          Performance Period expressed as a percentage.

      2.   Management Objectives.   Management Objectives are set
forth on Annex A to each Grant of Performance Shares.

     3.   Payment Value.  Payment Value shall be calculated by
multiplying the number of Performance Shares by the level of
achievement of Management Objectives expressed as a percentage,
as determined by the intersect of the applicable coordinates for
Management Objectives as set forth on Annex A to the respective
Grant of Performance Shares, and further multiplied by the
average Market Value of the Company's Common Stock for the last
ten (10) trading days of the Performance Period.

     An example of this calculation would be as follows:  The
grant was 100 Performance Shares.  The Market Value of the
Company's Common Stock on the date of grant was $25.00.
Therefore, the Performance Share Value for the Grant of
Performance Shares was 100 x $25.00 = $2,500.  The level of
achievement of the Management Objectives for the Performance
Period was 150% of the performance targets as determined from the
intersect of the applicable coordinates for performance measures
as set forth on the applicable Annex A.  The number of
Performance Shares is multiplied by 150% = 150 Performance
Shares.  The average Market Value of the Company's Common Stock
for the last ten(10) trading days of the Performance Period was
$35.00.  The Payment Value to the Executive would be 150
Performance Shares x $35.00 = $5,250.

      If  the  level of achievement of the Management  Objectives
does not reach the minimum performance threshold, as set forth on
such  Annex A, the percentage of Performance Shares achieved will
be  0%.  If the level of achievement of the Management Objectives
equals   or  exceeds  the  minimum  performance  threshold,   the
percentage of the Performance Shares achieved will range from  0%
to  200% as set forth on such Annex A.  However, in no event will
the  amount  of Performance Shares exceed 200% of the Performance
Share Award.

4.    Timing of Payment.  The Compensation Committee of the Board
of Directors of the Company (the "Compensation Committee") shall,
on  a  date  (the "Determination Date") within a reasonable  time
after   necessary  financial  and  other  information   for   the
Performance  Period becomes available, determine  the  extent  to
which  the Payment Value has been earned by the Executive through
achievement of the Management Objectives.  Not later than fifteen
days  after  the  Determination Date, the Compensation  Committee
shall  notify  the Executive in writing of the determination  and
shall  cause  the  Payment Value to be paid to the  Executive  in
cash,  shares  of  Common  Stock or any combination  thereof,  as
determined  by the Compensation Committee.  For the  purposes  of
the  immediately preceding sentence, shares of Common Stock shall
be valued at the Market Value on the Determination Date.

       5.    Termination  of  Employment.    If  the  Executive's
employment should terminate because of death, total and permanent
disability or retirement with the consent of the Company prior to
the  end  of  the  Performance Period, the extent  to  which  the
Payment  Value shall be deemed to have been earned, as calculated
at  the end of the Performance Period, shall be determined as  if
the  Executive's  employment had not terminated and  the  Payment
Value  shall be multiplied by a fraction, the numerator of  which
is  the  number  of  days the Executive was employed  during  the
Performance  Period  and the denominator of which  is  the  total
number  of  days  in the Performance Period.  If the  Executive's
employment  terminates for any reason other than as described  in
the preceding sentence, the Executive shall be deemed not to have
earned  any  portion  of  the  Payment  Value,  which  shall   be
forfeited,  unless  the  Compensation  Committee,  in  its   sole
discretion, determines otherwise.

      6.    Transfers.     For purposes of this Agreement and any
grant  hereunder, the Executive's continuous employment with  the
Company or a Subsidiary shall not be deemed interrupted, and  the
Executive shall not be deemed to have ceased to be an employee of
the  Company or a Subsidiary, by reason of a transfer  among  the
Company and its Subsidiaries.

      7.    No Shareholder Rights.  A Grant of Performance Shares
shall  not entitle the Executive to any dividend or voting rights
or any other rights as a stockholder with respect to such award.

      8.    Tax Withholding.  The Company has the right to deduct
from  the  portion of the Payment Value made in  cash  or  Common
Stock  an  amount  equal  to any taxes  required  by  law  to  be
withheld,  including,  any taxes required  to  be  withheld  with
respect to the portion of the Payment Value paid in Common Stock.

     9.   Applicability of Plan.  This Agreement and any Grant of
Performance  Shares  hereunder  is  subject  to  all  terms   and
conditions  of  the  Plan.  In the event of  any  inconsistencies
between this Agreement and the Plan, the plan shall govern.

      EXECUTED  in  two original counterparts at Cleveland,  Ohio
effective as of the ____ of _______________________.



M. A. HANNA COMPANY                EXECUTIVE



By:________________________________     _________________________
       [Company Officer]









                            GRANT OF
                       PERFORMANCE SHARES


Name:                     1

Date:                    December 6, 1995

Award:                   2 Performance Shares

Business Unit:

Performance Period:      January 1, 1996 through December 31, 1998

Performance Target:      See attached Performance Grid






M.A. HANNA COMPANY



___________________________________
By:  Vice President, Human Resources


The undersigned accepts the foregoing Grant of Performance Shares
under the terms and conditions contained in the M.A. Hanna
Company 1988 Long-Term Incentive Plan and the Performance Share
Agreement dated as of December 6, 1995.



_____________________________________      _____________________
1                                               Date