Exhibit 10(o)

                                  WELLMAN, INC.
                 DEFERRED COMPENSATION AND RESTRICTED STOCK PLAN

                    Effective as of February 17, 1998,
               and As Amended, Effective as of December 1, 1998

  SECTION I.  PURPOSE OF THE PLAN

  1.1   Purpose of the Plan.  Wellman, Inc. (the "Company") has adopted a
  Statement of Policy with respect to Stock Ownership of Directors and
  Officers (the "Statement of Policy") to promote and create significant
  ownership of the Company's Common Stock by members of the Company's Board
  of Directors and senior management.  The Statement of Policy is intended
  to promote the interests of the Company and its stockholders by increasing
  the ownership of Common Stock by the directors and senior management so
  that, as stockholders themselves, those individuals will be more likely to
  represent the views and interests of other stockholders and to motivate
  them to manage the Company for long-term growth and profitability.  This
  Plan has been adopted to implement and promote the Statement of Policy and
  to enhance the Company's ability to attract and retain persons who will
  make substantial contributions to the Company's future success.

  1.2   Effective Date.  The Plan is effective on February 17, 1998 (the
  "Effective Date"), subject to approval and ratification by the Company's
  stockholders no later than September 30, 1998, and as amended, shall be
  effective as of December 1, 1998, and will continue in effect until
  terminated by the Board.  Compensation may be deferred, Restricted Stock
  Awards granted and Restricted Stock may be purchased and issued under the
  Plan prior to stockholder approval, subject to the condition that such
  compensation shall be paid to Participants and grants and purchases shall
  be canceled and any shares shall be returned to the Company by the
  affected participants in the event that the stockholders have not approved
  the Plan by September 30, 1998.

                           SECTION II.  DEFINITIONS

  2.1   Annual Bonus means the cash portion of any Incentive Award.

  2.2   Base Salary means the annual salary paid by the Company to a
  management Participant for performance of his job excluding any benefits,
  Incentive Award, bonuses or any component of pay other than the base
  amount.

  2.3   Beneficiary means any person, estate or trust entitled to receive
  the certificate or certificates representing shares of Common Stock upon
  which the restrictions have lapsed upon the death of a Participant,
  including contingent Beneficiaries.

  2.4   Board means the Board of Directors of the Company.

  2.5   Business Day means any day on which the New York Stock Exchange is
  open and the Common Stock is traded.

  2.6   Cause in the context of a termination of employment means only one
  or more of the following: (i) the commission in the course of employment
  of any dishonest or fraudulent act; (ii) a conviction of a felony (from
  which, through lapse of time or otherwise, no successful appeal shall have
  been made) whether or not committed in the course of employment; (iii) the

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  willful refusal to carry out reasonable instructions of the Board which
  has a material adverse affect upon the Company or any of its subsidiaries;
  and (iv) the willful disclosure of any trade secrets or material
  confidential corporate information to persons not authorized to know same.

  2.7   Change in Control shall be deemed to have occurred when (i) any
  "person" or "group" (as such terms are used in Sections 13(d)(3) and
  14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act")), other than the Company, any of its subsidiaries, or any employee
  benefit plan of the Company or of any subsidiary, is or becomes the
  "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
  directly or indirectly, of securities of the Company representing 20% or
  more of the combined voting power of the Company's then outstanding
  securities; or (ii) during any period of two consecutive years (not
  including any period prior to the Effective Date), individuals who at the
  beginning of such period constitute the Board cease for any reason to
  constitute at least a majority thereof unless the election, or the
  nomination for election by the Company's stockholders, of each new
  director was approved by a vote of at least two-thirds of the directors of
  the Company then still in office who were directors of the Company at the
  beginning of the period.

  2.8   Committee means the Compensation Committee of the Board or any
  successor committee.

  2.9   Common Stock means the Common Stock, $.001 par value, of Wellman,
  Inc.

  2.10  Company means Wellman, Inc. and its subsidiaries with domestic
  operations.

  2.11  Disability shall have the meaning specified in Section 22(e)(3) of
  the Internal Revenue Code of 1986, as amended.

  2.12  Effective Date shall have the meaning set forth in subsection 1.2
  hereof.

  2.13  Exercise Price means ( i ) for Restricted Stock Awards granted after
  1998, 85% of the average of the highest and lowest sales prices of the
  Common Stock as reported on the New York Stock Exchange on the last day of
  the prior calendar quarter and on each of the fifteen (15)  days before
  and after that date, and (ii)  for Restricted Stock Awards granted in
  1998, 85% of  the average of the highest and lowest sales prices of the
  Common Stock as reported on the New York Stock Exchange on the date the
  Plan is approved by the stockholders and on each of the fifteen (15)
  Business Days before and after that date.

  2.14  Fair Market Value means the average of the highest and lowest sales
  prices of the Common Stock as reported on the New York Stock Exchange on
  the date of termination of employment or service of a Participant and on
  each of the fifteen (15) Business Days before and after that date.

  2.15  Incentive Award means an award under any incentive plan (other than
  a stock option plan and this Plan) designated by the Committee that
  entitles the recipient to shares of Common Stock, cash or a combination of
  Common Stock and cash.

  2.16  Participant means a non-employee director of the Company, any
  domestic executive officer listed in the Company's most recent Annual

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  Report on Form 10-K or otherwise designated by the Committee, any other
  member of management of the Company as designated by the Committee, or a
  consultant to the Company selected to participate in the Plan by the
  Committee.

  2.17  Plan means this Wellman, Inc. Deferred Compensation and Restricted
  Stock Plan, as it may be amended from time to time.

  2.18  Restricted Period means the three year period commencing on the
  January 1st of the year in which a Restricted Stock Award is granted
  pursuant to this Plan during which the restrictions imposed by Section V
  hereof shall apply; provided, however, that upon request of the
  Participant at least six months before the expiration of the Restricted
  Period (including any extended Restricted Period) and prior to termination
  of employment (regardless of the reason for termination), the Restricted
  Period may be extended for a period of not less than two years.

  2.19  Restricted Stock means shares of Common Stock which are issued by
  the Company under this Plan subject to forfeiture, restrictions on
  transfer and such other restrictions as are set forth in Section V hereof
  or as the Committee may determine in accordance with the provisions of
  Section V of this Plan.

  2.20  Restricted Stock Award means an award that provides for a
  Participant to acquire one share of Restricted Stock on the date
  compensation is deferred which is equal to the Exercise Price.

  2.21  Retirement means retirement from the Company on or after 55 years of
  age.

  2.22  Subsidiary means a domestic corporation of which more than 50% of
  the total combined voting power of all classes of stock entitled to vote
  is owned, directly or indirectly, by Wellman, Inc.

  Unless the context clearly requires otherwise, the masculine pronoun
  whenever used shall include the feminine and neuter pronouns, the singular
  shall include the plural and the plural shall include the singular.

                            SECTION III.  GENERAL TERMS

  3.1   Administration of the Plan.  The Plan shall be administered by the
  Committee which shall have exclusive and absolute authority and discretion
  to interpret the Plan, to establish and modify rules for the
  administration of the Plan, to impose such conditions and restrictions as
  it determines appropriate with respect to the Plan and to take such other
  actions and make such other determinations as it may deem necessary or
  advisable for the implementation and administration of the Plan.  All
  actions taken and all interpretations and determinations made by the
  Committee in good faith shall be final and binding upon the Participants,
  the Company and all other interested persons.  No member of the Committee
  shall be personally liable for any action, determination or interpretation
  made in good faith with respect to the Plan.

  3.2   Shares Subject to the Plan.  The Common Stock to be issued as
  Restricted Stock under the Plan may be either authorized but unissued
  shares or treasury shares.  The aggregate number of shares of Common Stock
  which may be issued under the Plan may not exceed one million (1,000,000)
  shares, subject, however, to the adjustments provided in subsection 3.3 in
  the event of stock splits, stock dividends, exchanges of shares or the

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  like occurring after the Effective Date.  No Restricted Stock may be
  issued under the Plan which would cause such maximum limit to be exceeded.

  3.3   Adjustments.  In the event of any stock dividend, stock split,
  combination or exchange of shares, merger, consolidation, spin-off or
  other distribution (other than normal cash dividend) of the Company assets
  to stockholders, or any other change affecting shares or the Company's
  capitalization, such adjustments as the Committee in its discretion may
  deem appropriate to reflect such change or to fairly preserve the intended
  benefits of the Plan shall be made.  In addition, any shares issued by the
  Company through the assumption or substitution of outstanding stock awards
  or award commitments from an acquired company or other entity shall not
  reduce the shares available for issuance under the Plan.

     SECTION IV.  DEFERRED COMPENSATION AND RESTRICTED STOCK AWARDS

  4.1   Mandatory Deferred Compensation.

  (a)   Participants are required to defer the following amounts of
  compensation earned after January 1, 1998:

        (i)   Non-employee directors of the Company must defer 50% of their
  director's retainer fees;
       (ii)   Employees who are participants in the Wellman, Inc. Management
  Incentive Compensation Plan must defer payment of any amounts earned over
  the target percentage defined therein; and
      (iii)   At the discretion of the Committee and on terms determined by
  the Committee, consultants may contractually commit to defer full or
  partial payment of consulting fees.

  The Participants will be granted Restricted Stock Awards as follows:

        (i)   Non-employee directors, on January 20th of 1998 and for each
  year thereafter on the last day of each calendar quarter,
       (ii)   Participants in the Wellman, Inc. Management Incentive
  Compensation Plan, when the amount earned over the target percentage is
  determined; and
      (iii)   Consultants, as determined by the Committee.

  (b)   Each employee Participant  who fails to achieve his targeted stock
  ownership as provided in the Statement of Policy as of December 31st of
  any year shall be required to defer his entire Annual Bonus earned in such
  year and his Base Salary increase (if any) for the next year.  Each
  Director Participant who fails to achieve his targeted stock ownership as
  provided in the Statement of Policy as of December 31st of any year shall
  be required to defer the remainder of his director's retainer fees for the
  next year. The Participant will be granted a Restricted Stock Award within
  three months following the date he did not achieve his targeted stock
  ownership.

  4.2   Voluntary Deferred Compensation.  (a)  Not later than 45 days after
  a Participant first becomes a Participant in the Plan and not later than
  December 15 preceding the next full calendar year thereafter (i.e.,
  December 15, 1998 for compensation earned in 1999), the Participant may
  make an irrevocable election on a form provided by the Company to defer a
  specified dollar amount of his Base Salary, Annual Bonus and any other
  cash remuneration.  Participants may only defer the following amounts:

  (i)   Participants who are employees may defer up to:  (a) 100% of their
  Base Salary for the period from April 1, 1998 to December 31, 1998 and
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  100% of their Annual Bonus and any other cash remuneration earned in 1998
  and  (ii) 50% of their Base Salary, Annual Bonus and any other cash
  remuneration in all future years.

  (ii)  Directors may defer up to 100% of their annual retainer, meeting
  fees and other  cash remuneration for the period from April 1, 1998 to
  December 31, 1998 and in all future years.

  The Participant will receive a Restricted Stock Award approximately 35
  days after his election to defer compensation for 1998 and on the last day
  of each calendar quarter of any year thereafter.

  (b)  For purposes of Section 4.1 and this Section 4.2, any Participant who
  receives a hardship withdrawal from the Wellman, Inc. Retirement Plan or
  the Wellman, Inc. Employee Stock Ownership Plan shall be prohibited from
  having any deferred compensation contributions made to this Plan and all
  others plans maintained by the Company for a twelve (12) month period
  beginning as of the first day of the month following receipt of the
  hardship withdrawal.

  4.3  Termination of Directors Retirement and Deferred Compensation Plans.
  Subject to the discretion of the Committee, non-employee director
  Participants shall receive Restricted Stock as set forth below in
  satisfaction of any amounts payable to them in connection with the
  termination of the Wellman, Inc. Directors Retirement Plan and the
  Wellman, Inc. Directors Deferred Compensation Plan.  In the case of the
  Directors Retirement Plan, the number of shares of Restricted Stock issued
  in exchange for the accrued benefit as of December 31, 1997 shall be equal
  to the accrued benefit divided by 85 % of the average of the highest and
  lowest sales prices of the Common Stock as reported on the New York Stock
  Exchange on the date the Plan is approved by the stockholders and on each
  of the fifteen (15) Business Days before and after that date.  In the case
  of the Directors Deferred Compensation Plan, the number of shares of
  Restricted Stock issued in exchange for the accrued benefit on the date
  the plan is terminated shall be equal to the number of shares of phantom
  stock held in the Directors Deferred Compensation Plan on the date this
  Plan is approved by the stockholders.

           SECTION V.  RIGHTS AND TERMS OF RESTRICTED STOCK

  5.1   Terms of Restricted Stock.

  (a)  Each Restricted Stock Award granted pursuant to the Plan will provide
  for the exchange of the applicable Participant's deferred compensation for
  Restricted Stock within fifteen (15) months after the date of grant. The
  Restricted Stock shall be issued when a Participant's compensation is
  actually deferred and exchanged for Restricted Stock pursuant to a
  Restricted Stock Award.  In the event a Participant is granted a
  Restricted Stock Award and compensation is not actually deferred for
  whatever reason, no Restricted Stock shall be issued.

  (b)  Each grant of a Restricted Stock Award pursuant to subsections 4.1
  and 4.2 and each issuance of Restricted Stock pursuant to subsection 4.3
  shall be embodied in an agreement signed by the Participant and the
  Company (the "Agreement").  The Agreement (i) shall provide that the
  Restricted Stock Award and any Restricted Stock issuable thereunder or
  hereunder shall be subject to the provisions of the Plan, (ii) shall
  provide that Participants who received Restricted Stock Awards pursuant to
  subsections 4.1(b) and 4.2 shall not be able to sell stock (except shares


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  acquired upon exercise of an option granted pursuant to a stock option
  plan of the Company and disposed of  within 30 days of such exercise)
  during the period these Restricted Stock Awards are exercisable unless
  they receive permission of the Committee (which will generally be granted
  only if there are extenuating circumstances), and (iii) shall contain such
  other provisions as the Committee may prescribe not inconsistent with the
  Plan.

  (c)  All Restricted Stock Awards granted and Restricted Stock issued
  pursuant to this Plan shall be subject to the following restrictions:  (i)
  a Participant shall not be entitled to delivery of a certificate
  evidencing the shares of Restricted Stock until the expiration or
  termination of the Restricted Period and the satisfaction of any and all
  other conditions specified in the Agreement applicable to such shares of
  Restricted Stock; (ii) none of the Restricted Stock Awards or shares of
  Restricted Stock may be sold, transferred, assigned, pledged or otherwise
  encumbered or disposed of during the Restricted Period and until the
  satisfaction of any and all other conditions specified in the Agreement
  applicable to such Restricted Stock; and (iii) any Restricted Stock Awards
  or shares of Restricted Stock which are forfeited shall be returned to the
  Company and all rights of the Participant with respect to such Restricted
  Stock Awards or shares of Restricted Stock shall terminate without further
  obligation on the part of the Company upon the occurrence of any of the
  events set forth below in subsection 5.4.

  5.2   Custody of Shares of Restricted Stock; Rights with Respect to Stock.

  (a)  Any certificates representing shares of Restricted Stock issued under
  the Plan shall be issued in the Participant's name but shall be held by
  the Company during the Restricted Period.  The Company shall serve as
  attorney-in-fact for the Participant during the Restricted Period with
  full power and authority in the Participant's name to assign and convey to
  the Company any shares of Restricted Stock held by the Company for such
  Participant if the Participant forfeits the shares under the terms of the
  Restricted Stock.  Each certificate representing shares of Restricted Stock
  may bear a legend referring to the Plan and the risk of forfeiture of the
  shares and stating that such shares are nontransferable until all
  restrictions have been satisfied and the legend has been removed.

  (b)  Upon the purchase of Restricted Stock pursuant to the Plan and the
  issuance of a certificate or certificates representing such Restricted
  Stock, the Participant shall thereupon be a stockholder and have all the
  rights of a stockholder with respect to such shares, including the right
  to vote and receive all dividends or other distributions made or paid with
  respect to such shares; provided, however, that such Restricted Stock and
  any new, additional or different securities the Participant may become
  entitled to receive with respect to such Restricted Stock by virtue of a
  stock split, dividend or other change in the corporate or capital
  structure of the Company, shall be subject to the restrictions described
  in subsection 5.1 hereof.

  5.3   Distribution of Restricted Stock.  If a Participant who receives
  shares of Restricted Stock under the Plan remains in the continuous
  employment or service of the Company during the entire Restricted Period
  and otherwise does not forfeit such shares pursuant to subsection 5.4
  hereof, all restrictions applicable to the shares of Restricted Stock


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  shall lapse upon expiration of the Restricted Period, and a certificate or
  certificates representing the shares of Common Stock that were granted to
  the Participant in the form of shares of Restricted Stock shall be
  delivered to the Participant.

  5.4   Forfeiture.

  (a)  If a Participant's service or employment is terminated before the
  expiration of the Restricted Period by the Company without Cause or by
  reason of Retirement, Disability or death of the Participant, the
  Committee shall determine when the restrictions applicable to the shares
  of Restricted Stock held by the Company for such Participant shall lapse,
  giving appropriate consideration to each individual situation, provided
  that in no event shall the restrictions continue longer than those in
  effect on the date of such termination. On each of the respective dates,
  the certificate or certificates representing the shares of Common Stock
  upon which the restrictions have lapsed shall be delivered to the
  Participant (or in the event of the Participant's death, to his
  Beneficiary).

  (b)  If a Participant's service or employment is terminated before the
  expiration of the Restricted Period by the Company for Cause or by the
  Participant at any time, the Participant shall forfeit all Restricted
  Stock and shall receive a cash payment equal to the lower of 85% of the
  Fair Market Value of the Restricted Stock or the deferred compensation
  used to acquire the Restricted Stock.

  (c)  In the case of any consultant Participant, any events of forfeiture
  shall be determined by the Committee in its sole discretion (including but
  not limited to confidentiality and competitive issues) and shall be set
  forth in the Agreement with respect to the Restricted Stock Award granted
  to such consultant.

  (d)  If a Participant's service is terminated for any reason before a
  Restricted Stock Award is exchanged for Restricted Stock, then the
  Participant shall forfeit all rights under the Restricted Stock Award.

  5.5   Change of Control.  Upon any Change of Control, unless the Committee
  in its sole discretion determines otherwise prior to the Change of
  Control, all restrictions applicable to shares of Restricted Stock shall
  immediately lapse and the certificate or certificates representing the
  shares of Common Stock that were granted to the Participants in the form
  of shares of Restricted Stock shall be delivered to the Participants.  In
  addition, each Participant shall have the right to deliver to the Company
  cash and receive unrestricted Common Stock for any unexchanged Restricted
  Stock Award.

  5.6   Waiver of Restrictions.  The Committee, in its sole discretion, may
  at any time waive any or all restrictions with respect to any Restricted
  Stock Award or shares of Restricted Stock.

                      SECTION VI. MISCELLANEOUS

  6.1   Termination and Amendment.  The Board at any time may amend or
  terminate the Plan.  Notwithstanding any expiration or termination of the
  Plan, unless otherwise determined by the Committee, the provisions
  relating to Restricted Stock Awards and Restricted Stock contained in
  Sections II, III, IV, V and VI shall continue to apply with respect to all
  Restricted Stock Awards or shares of Restricted Stock outstanding as of
  the date of expiration or termination.

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  6.2   Withholding.  Each Participant shall pay to the Company any amount
  necessary to satisfy applicable federal, state or local tax withholding
  requirements attributable to the grant of a Restricted Stock Award, the
  issuance of Restricted Stock under the Plan, or upon the vesting of such
  Restricted Stock, promptly upon notification of the amount due.  If these
  amounts are not paid when requested, then at the election of the
  Committee, these amounts may be withheld from the shares of Common Stock
  that otherwise would be distributed to such Participant pursuant to the
  Plan.

  6.3   Legal and Other Requirements.  The grant of Restricted Stock Awards
  and the distribution of shares of Restricted Stock shall be subject to the
  condition that if at any time the Company determines in its discretion
  that the satisfaction of withholding tax or other tax liabilities, or the
  listing, registration or qualification of any shares of Common Stock upon
  any securities exchange or under any federal or state law, or the consent
  or approval of any regulatory body, is necessary or desirable as a
  condition of, or in connection with such grant or distribution, then in
  any such event, such grant or distribution shall not be effective unless
  such liabilities have been satisfied or such listing, registration,
  qualification, consent or approval shall have been effected or obtained
  free of any conditions not acceptable to the Company.

  6.4   Choice of Law.  The Plan, its validity, interpretation and
  administration and the rights and obligations of all persons having an
  interest therein shall be governed by and construed in accordance with the
  laws of the State of Delaware, except to the extent that such laws may be
  preempted by federal law.

  6.5   Fractional Shares.  The Company shall not be required to issue or
  deliver any fractional share of Restricted Stock issuable under this Plan
  but shall round each issuance of shares of Restricted Stock hereunder up
  to the nearest whole share.

  6.6   No Employment Contract.  The Plan shall not confer upon any
  Participant any right to continued employment by the Company nor shall the
  Plan in any way interfere with the right of the Company to terminate the
  employment of any Participant at any time.

  6.7   Section 83(b) Elections.  A Participant who files an election with
  the Internal Revenue Service to include the fair market value of any
  shares of Restricted Stock in gross income during a Restricted Period
  shall promptly furnish the Company with a copy of such election together
  with the amount of any federal, state, local or other taxes required to be
  withheld (if any) to enable the Company to claim an income tax deduction
  with respect to such election.














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