EXHIBIT 10(a)

                                 WELLMAN, INC.

                             AMENDED AND RESTATED
                     EXECUTIVE RETIREMENT RESTORATION PLAN






                      Effective as of January 1, 1993,
                and as Amended, Effective as of June 1, 1998
















































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                             TABLE OF CONTENTS


SECTION            TITLE                                             PAGE
                   PREAMBLE                                             4
I.                 DEFINITIONS                                          4
                   1.1   Beneficiary                                    4
                   1.2   Code                                           4
                   1.3   Committee                                      4
                   1.4   Company                                        4
                   1.5   Company Contribution Credits                   4
                   1.6   Company Contribution Credits Account           4
                   1.7   Compensation                                   4
                   1.8   Contribution Credits Account                   5
                   1.9   Deferral Election Form                         5
                   1.10  Disability                                     5
                   1.11  Employee Contribution Credits                  5
                   1.12  Employee Contribution Credits Account          5
                   1.13  ESOP                                           5
                   1.14  IRS                                            5
                   1.15  Limited Compensation                           5
                   1.16  Participant                                    5
                   1.17  Plan                                           6
                   1.18  Plan Year                                      6
                   1.19  Qualified Retirement Plans                     6
                   1.20  Retirement                                     6
                   1.21  Retirement Plan                                6


































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                             TABLE OF CONTENTS

                                (CONTINUED)

SECTION            TITLE                                             PAGE
                   1.22   Service                                       6
                   1.23   The Masculine Gender                          6

II                 ELIGIBILITY FOR RETIREMENT BENEFITS                  6
III                CONTRIBUTIONS TO THE PLAN                            7
                   3.1   Amount of Company Contribution Credits         7
                   3.2   Amount of Employee Contribution Credits        8
                   3.3   Crediting of Earnings                          8-9
IV                 DISTRIBUTABLE EVENTS AND DISTRIBUTION OF AMOUNTS     9
                   4.1   Retirement                                     9
                   4.2   Death                                          9
                   4.3   Termination of Employment                      10
                   4.4   Withdrawals/Loans Not Allowed                  10

V                  MISCELLANEOUS                                        10-12








































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                                  PREAMBLE


The purpose of the Wellman, Inc. Executive Retirement Restoration Plan is to
provide for a selected group of senior executives an unfunded, non-qualified
defined contribution plan whose purposes are to (1) restore employer
contributions which cannot be made to the Company's qualified retirement
plans on behalf of these executives due to various IRS restrictions imposed
on such plans and (2) provide a mechanism for these executives to defer
compensation which cannot be contributed to the Company's qualified
retirement plan due to similar and additional IRS restrictions.

The Company plans whose employer contributions and employee deferral
opportunities are restored within this Plan include the following:
    -  the Wellman, Inc. Employee Stock Ownership Plan and Trust; and
    -  the Wellman, Inc. Retirement Plan.

The senior executives who are eligible to participate in this Plan will be
nominated and confirmed by the Compensation Committee of the Board of
Directors of Wellman, Inc.  Each eligible executive must complete a Deferral
Election Form prior to the beginning of the period for which such deferrals
shall become effective.

This Plan shall initially be effective January 1, 1993, and as amended, shall
be effective as of June 1, 1998, with a proviso that any compensation
deferred by the executive into this Plan shall not be taken out of
compensation earned prior to the effective date of the executive's election.

                                   SECTION I
                                  DEFINITIONS

1.1   "Beneficiary" shall mean any person or persons last designated by the
Participant to receive amounts payable in accordance with this Plan in the
event of the Participant's death.  In the absence of such designated person
or persons, the Participant's beneficiary shall be deemed to be his estate.

1.2   "Code" shall mean the Internal Revenue Code of 1986, as amended.

1.3   "Committee" shall mean the Compensation Committee as appointed by the
Board of Directors of the Company, which has been given authority by the
Board of directors to designate Participants and to administer the Plan.

1.4   "Company" means Wellman, Inc. and all affiliated employers
participating in the Qualified Retirement Plans.

1.5   "Company Contribution Credits" shall mean the amount of Company
contributions allocated to a Participant's account for any Plan Year to
restore lost Company contributions under the Qualified Retirement Plans in
accordance with Section 3.1.

1.6   "Company Contribution Credits Account" shall mean the account that will
be established by the Company to which shall be credited the Participant's
Company Contribution Credits plus any earnings credited thereon in accordance
with Section 3.3.

1.7   "Compensation" shall mean the base compensation paid to a Participant
during a Plan Year with respect to services performed for the Company plus
bonuses paid under the Wellman, Inc. Management Incentive Compensation Plan
(other than such bonuses and Wellman, Inc. Management Incentive Compensation


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Plan payments received after the Participant's termination of employment with
the Company) plus any elective contributions made by the Company on behalf of
the Participant with respect to such Plan Year which are not includible in
his gross income under Sections 125 or 402(g) of the Code or as deferred
under this Plan as Employee Contribution Credits plus any amounts deferred
under the Wellman, Inc. Deferred Compensation and Restricted Stock Plan which
are not includible in his gross income, determined without regard to any
limitation imposed under Section 401(a)(17) of the Code.  In no event shall
Compensation include any compensation attributable to a Participant's receipt
or exercise of any stock options.

1.8   "Contribution Credits Account" shall mean the sum of the Company
Contribution Credits Account and Employee Contribution Credits Account.

1.9   "Deferral Election Form" shall mean the form made available by the
Committee to a Participant which, when properly executed by the Participant,
effects his participation in the Plan for the next following Plan Year.
However, within the first year in which the Participant has become eligible
for the Plan, the Participant may make a Deferral Election which effects his
participation in the Plan with respect to Compensation earned following his
election but within the same Plan Year.  A Deferral Election, once made,
shall continue in effect from Plan Year to Plan Year until it is modified or
revoked.  Such change shall only be effective as of the first day of the Plan
Year following the Plan Year in which it is executed.

1.10   "Disability" shall mean total disability as determined by the
Committee.

1.11   "Employee Contribution Credits" shall mean the amount of employee
contributions allocated to a Participant's account for any Plan Year based on
the Participant's election to defer Compensation in accordance with Section
3.2.

1.12   "Employee Contribution Credits Account" shall mean the account that
will be established by the Company to which shall be credited the
Participant's Employee Contribution Credits plus any earnings credited
thereon in accordance with Section 3.3.

1.13   "ESOP" shall mean the Wellman, Inc. Employee Stock Ownership Plan and
Trust.

1.14   "IRS" shall mean the Internal Revenue Service.

1.15   "Limited Compensation" shall mean a Participant's Compensation as
defined in Section 1.7  but determined with regard to the limitation imposed
under Section 40l(a)(17) of the Code.

1.16   "Participant" shall mean an individual who is in a select group of
management or highly compensated employees of the Company designated as a
Participant by the Committee.  An employee shall become a Participant in the
Plan once he is selected by, named, or identified in the resolutions of the
Committee for inclusion in the Plan, and subsequently completes a Deferral
Election Form which provides for amounts to be credited to this Plan in
accordance with Section 3.2.

   A Participant shall have the right exercisable within thirty days prior to
the beginning of any calendar year to elect to have Employee Contribution
Credits allocated to his Employee Contribution Credits Account for the
ensuing Plan Year by so electing on a new Deferral Election Form.


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   If a Participant does not execute and file a new Deferral Election Form
with the Committee, the Deferral Election previously made by the Participant
shall continue in effect.

1.17   "Plan" shall mean the Wellman, Inc. Executive Retirement Restoration
Plan.

1.18   "Plan Year" shall mean the period from January 1, 1993 to December 31,
1993 and the twelve month period ending each December 31 thereafter.
Effective May 31, 1997, the Plan Year was a short Plan Year of June 1, 1997
to February 28, 1998.  Effective March 1, 1998, the Plan Year will be the
twelve month period beginning March 1 and ending the following February 28.

1.19   "Qualified Retirement Plans" shall mean the following basic retirement
plans sponsored by Wellman, Inc. for its employees:  (a) the ESOP and (b) the
Retirement Plan.

1.20   "Retirement" shall mean the termination of a Participant's employment
with the Company, and any member of the same controlled group of
corporations, as defined in Section 1563(a) of the Code, on one of the
retirement dates specified in Section II.

1.21   "Retirement Plan" shall mean the Wellman, Inc. Retirement Plan.

1.22   "Service" shall mean a Participant's Service as defined in the ESOP.

1.23   The masculine gender, where appearing in the Plan, will be deemed to
include the feminine  gender, and the singular may include the plural, unless
the context clearly indicates the contrary.  Wherever appropriate, terms used
in this Plan shall have the meaning assigned to such terms under the
Qualified Retirement Plans.

                                 SECTION II
                      ELIGIBILITY FOR RETIREMENT BENEFITS

   Each Participant is eligible to retire and receive a benefit under this
Plan upon his Retirement beginning on one of the following dates:

(a)   "Normal Retirement Date", which is the date the Participant attains his
65th birthday;

(b)   "Early Retirement Date", which is the date on or after the date the
Participant attains his 55th birthday and completes 5 years of Service;

(c)   "Postponed Retirement Date", which is the date following the
Participant's Normal Retirement Date on which the Participant terminates
employment with the Company.  To the extent permitted by law, the Company
reserves the right to require that a Participant obtain written consent from
the Committee to continue his employment beyond his Normal Retirement Date in
accordance with this Section II;

(d)   "Disability  Retirement Date", which is the date on which the
Participant's employment is terminated due to Disability.








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                                  SECTION III
                           CONTRIBUTIONS TO THE PLAN

3.1   Amount of Company Contribution Credits

The Company Contribution Credits for a Participant under this Plan on behalf
of each Plan Year shall equal the sum of the following: (a) the excess, if
any, of (i) the amount of Pension Contributions and Performance Contributions
under the Retirement Plan to which the Participant would have been entitled
based on his Compensation and without regard to Code restrictions on
contributions made by or on behalf of the Participant over (ii) the amount of
Pension Contributions and Performance Contributions actually contributed by
the Company to the Retirement Plan based on his Limited Compensation; (b) the
excess, if any, of (i) the amount of Basic Contributions under the ESOP to
which the Participant would have been entitled based on his Compensation and
without regard to Code restrictions on contributions made by or on behalf of
the Participant over (ii) the amount of Basic Contributions actually
contributed by the Company to the ESOP based on his Limited Compensation; and
(c) the excess, if any, of (i) the combined amount of Company matching
contributions under the Retirement Plan and the ESOP to which the Participant
would have been entitled without regard to Code restrictions on contributions
made by or on behalf of the Participant based on (A) the sum of his Employee
Contribution Credits as defined under this Plan and his Compensation Deferral
Contributions under the Retirement Plan and under the ESOP and (B) the actual
matching contribution percentages for the Plan Year over (ii) the combined
amount of Company matching contributions actually contributed to the
Retirement Plan and ESOP based on the Compensation Deferral Contributions
made on behalf of the Participant to these plans and the actual matching
contribution percentages for the Plan Year.  With respect to a Participant
whose date of employment occurs during the Plan Year in which he is first
eligible to participate, the calculation of Company Contribution Credits
under this Section 3.1 shall be made under the presumption that the
Participant was eligible upon his date of employment with the Company to
participate in the Retirement Plan and the ESOP, but without presuming
contributions on his behalf.

3.2   Amount of Employee Contribution Credits

The Employee Contribution Credits for a Participant under this Plan on behalf
of each Plan Year shall equal the excess, if any, of (i) the Compensation
Deferral Contributions which would have been made on behalf of the
Participant under the Retirement Plan and under the ESOP based on his
Compensation and without regard to Code restrictions on contributions made by
or on behalf of the Participant over (ii) the amount of Compensation Deferral
Contributions actually made on behalf of the Participant to the Retirement
Plan and ESOP based on his Limited Compensation.  With respect to a
Participant whose date of employment occurs during the Plan Year in which he
is first eligible to participate, the calculation of Employee Contribution
Credits under this Section 3.2 shall be made under the presumption that the
Participant was eligible upon his date of employment with the Company to
participate in the Retirement Plan and the ESOP, but without presuming
contributions on his behalf.

The amount of Employee Contribution Credits for any Plan Year will be
determined by a properly executed Deferral Election Form which requires the
Employee to irrevocably agree to make the maximum Compensation Deferral
Contributions for the applicable Plan Year as permitted under the Retirement
Plan and ESOP.



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Any Participant who receives a hardship withdrawal from the Retirement Plan
r the ESOP is prohibited from having Employee Contributions credited to this
Plan and all other 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.

3.3   Crediting of Earnings

(A)   Sub-Accounts

Each Participant's Company Contribution Credits Account and Employee
Contribution Credits Account shall be comprised of three sub-accounts:  a
Money Market Account, a Fixed Income Account and a Stock Account.

For Plan Years up to and including the earlier of the Plan Year in which a
Participant attains age 55 or incurs a distributable event under Section IV,
new Company Contribution Credits and Employee Contribution Credits shall be
credited to the Stock Account.  For Plan Years thereafter, new Company
Contribution Credits and Employee Contribution Credits shall be credited to
the Fixed Income Account.  As of February 28th of the earlier of the Plan
Year in which the Participant attains age 55 or incurs a distributable event
under Section IV, and as of February 28th of each Plan Year thereafter, a
portion of the dollar value of the Participant's existing Stock Account shall
be automatically transferred to the Fixed Income Account.  The portion so
transferred shall be a ratio the numerator of which is the number of February
28ths that have occurred since the earlier of the date that the Participant
attained age 55 or incurred a distributable event and the denominator of
which is 10. For example, as of the first February 28th on or following a
Participant's 55th birthday, 1/10th of the value of the Stock Account on that
February 28th will be transferred to the Cash Account, as of the second
February 28th, 2/10ths, and so on.

(B)   Stock Account

The amount allocated as a credit to the Stock Account shall be converted to
share units as follows: Amounts credited as of a date in any plan quarter (or
such other period not to exceed a year as may be specified by the
Compensation Committee in a duly adopted resolution) shall be converted to a
number of share units determined on the basis of the closing price of shares
of common stock of Wellman, Inc. on the New York Stock Exchange on the last
trading day of that plan quarter (or other period specified by the
Compensation Committee), as reported by the Trustee for the ESOP.

Share units shall be credited with dividend equivalents as and when dividends
are declared on shares of common stock of Wellman, Inc. Such credits shall be
converted to additional share units determined on the basis of the closing
price of shares of common stock of Wellman, Inc. on the New York Stock
Exchange on the last trading day of the Plan Year in which such dividends are
paid, as reported by the Trustee for the ESOP.

The value of share units credited to a Participant hereunder as of any
relevant date shall equal the closing price of shares of common stock of
Wellman, Inc. on the New York Stock Exchange on such date or the nearest
preceding trading date, as reported by the Trustee for the ESOP.

(C) Money Market Account

The amount allocated as a credit to the Money Market Account shall be
converted to a cash balance to be credited with interest as follows: Interest

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shall be credited on a monthly basis in each Money Market Account and shall
be determined by multiplying the beginning balance of such account less
distributions for such month by the rate of interest equal to the total
return earned by the investment fund specified by the Compensation Committee
for such month.

(D)   Fixed Income Account

The amount allocated as a credit to the Fixed Income Account shall be
converted to a cash balance to be credited with interest as follows: Interest
shall be credited on a monthly basis in each Fixed Income Account and shall
be determined by multiplying the beginning balance of such account less
distributions for such month by the rate of interest equal to the total
return earned by the investment fund specified by the Compensation Committee
for such month.

                                  SECTION IV
                DISTRIBUTABLE EVENTS AND DISTRIBUTION OF AMOUNTS

4.1   Retirement

A Participant who reaches Retirement and retires from the Company shall
receive his Contribution Credits Account in ten annual installments payable
as of the beginning of each Plan Year following his Retirement date.  Such
installments shall equal the Contribution Credits Account as of the end of
the Plan Year in which the Participant shall retire or terminate employment
divided by the appropriate number of remaining annual installments. Payments
to a Participant or Beneficiary shall be made first from the Participant's
Money Market Account, then from the Fixed Income Account and then from the
Participant's Stock Account, as those sub-accounts are defined pursuant to
Section 3.3 of the Plan.

At the discretion of the Compensation Committee, the entire Contribution
Credits Account may be payable in a single lump sum distribution based on
market value of the Participant's account as of the end of a plan quarter
following the Participant's Retirement.  Once a lump sum distribution is made
to the Participant, there shall be no further benefits payable to the
Participant or his Beneficiary from the Plan.

All payments to Participants and Beneficiaries from the Plan shall be made in
cash.

4.2   Death

At the time that an Employee becomes a Participant, he shall designate in
writing a Beneficiary to receive any payments to which he would have been
entitled under the terms of the Plan.  The Beneficiary referred to in this
paragraph may be designated or changed by the Participant (without the
consent of any prior Beneficiary) on a form provided by the Committee and
delivered to the Committee before his death.  If no such Beneficiary shall
have been designated, or if no designated Beneficiary shall survive the
Participant, payments shall be made to the Participant's estate.

If the Participant's employment is terminated because of death, then the
Company shall deem the Participant to be fully vested and make payments to
his designated Beneficiary in the same manner and to the extent as provided
in Section 4.1 as if the Participant had retired on the date of his death.



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4.3   Termination of Employment

In the event a Participant's employment with the Company terminates after
five years of Service for reasons other than Retirement or death, the Company
shall make payment to the Participant of the entire Contribution Credits
Account in the same manner and to the extent provided in Section 4.1 as if
the person retired on the date of termination.  If the Participant's
employment terminates prior to five years of Service, the entire Employee
Contribution Credits Account and only the vested portion, if any, of the
Company Contribution Credits Account will be available for payment to the
Participant in the same manner and to the extent provided in Section 4.1 as
f the person retired on the date of termination. The Company Contribution
Credits Account shall become vested, or non-forfeitable, to the Participant
in twenty percent (20%) increments based on the Participant's years of
Service as follows:

             Years of Service           Percent Vested
             ----------------           --------------

             Less than One                     0%
             One                              20%
             Two                              40%
             Three                            60%
             Four                             80%
             Five                            100%

4.4   Withdrawals/Loans Not Allowed

No benefits shall be paid nor loans granted from this Plan while a
Participant is an employee of the Company.  Benefits from the Plan shall be
paid solely in accordance with the provisions of Sections 4.1, 4.2 and 4.3 of
the Plan.

                                   SECTION V
                                 MISCELLANEOUS

5.1   The Committee may, in its sole discretion, terminate, suspend or amend
this Plan at any time or from time to time, in whole or in part.  Upon
termination, the Company shall pay to each Participant the entire value of
his Contribution Credits Account which would have been available had the
Participant had a termination of Service after five years of Service. The
Company will make payments in either installments or a single lump sum as
soon as practicable after the effective date of the termination of the Plan.
All payments to Participants pursuant to this Section 5.1 shall be made in
cash.

5.2   Nothing contained herein will confer upon any Participant the right to
be retained in the service of the Company, nor will it interfere with the
right of the Company to discharge or otherwise deal with Participants without
regard to the existence of this Plan.

5.3   The Company's obligations under this Plan shall be unfunded and an
unsecured promise to pay.  The Company shall not be obligated under any
circumstances to fund its financial obligations under this Plan.  All assets
which the Company may acquire to help cover its financial liabilities are and
remain general assets of the Company subject to the claims of its creditors.
The Company does not give, and the Plan does not give, any beneficial
ownership interest in any asset of the Company to a Participant or his
Beneficiary.  All rights of ownership in any assets are and remain in the

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Company.  The Company's liability for payment of benefits shall be determined
only under the provisions of this Plan as it may be amended from time to
time.

Notwithstanding the above, the Company reserves the right to establish a
Rabbi Trust for this Plan similar to the trust described in Revenue Procedure
92-64 or any successor thereto or as otherwise provided in the Code.

5.4   The rights of a Participant or any Beneficiary of the Participant shall
be solely those of an unsecured general creditor of the Company.  A
Participant or Beneficiary of the Participant shall have the right to receive
those payments specified under this Plan only from the Company.  These
parties have no right to look to any specific or special property separate
from the Company to satisfy a claim for benefit payments.

A Participant agrees that neither he nor his Beneficiary shall have any
right, claim, security interest, or any beneficial ownership interest
whatsoever in any general asset that the Company may acquire or use to help
support its financial obligations under this Plan.  Any general asset used or
acquired by the Company in connection with the liabilities it has assumed
under this Plan shall not be deemed to be held under any trust for the
benefit of the Participant or his Beneficiary, and no general asset shall be
considered security for the performance of the obligations of the Company.

Any such asset shall remain a general, unpledged and unrestricted asset of
the Company.

A Participant also understands and agrees that his participation in the
acquisition of any general asset for the Company shall not constitute a
representation to the Participant or his Beneficiary that any of them has a
special or beneficial interest in any general asset.

5.5   To the maximum extent permitted by law, no benefit under this Plan
shall be assignable or subject in any manner to alienation, sale, transfer,
claims of creditors, pledge, attachment or encumbrances of any kind.

5.6   The Committee may adopt rules and regulations to assist it in the
administration of the Plan.  The Committee has sole and absolute discretion
to interpret all provisions of the Plan and to determine entitlement to
benefits under the Plan.  The decision by the Committee regarding the Plan's
provisions and benefits is final.

5.7   The Plan shall be binding upon the Company and any successor company
through merger, acquisition or consolidation, and upon a Participant, his
Beneficiary, heirs, executors and administrators.

5.8   The Company may, in its sole discretion, permit the Participant to take
a leave of absence for a period determined by the Committee.  During such
leave, the Participant will still be considered to be in the continuous
employment of the Company for purposes of this Plan.

5.9   Each Participant shall receive a copy of this Plan or any amendments
thereto and the Committee will make available for inspection by any
Participant a copy of any rules and regulations used by the Committee in
administering the Plan.  Each Participant shall also be notified of any
suspension or termination of this Plan.

5.10  The Committee reserves the right to suspend, cancel, or forfeit the
portion of the installment payouts with respect to the Company Contribution

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Credits Account should a Participant, upon his termination of employment or
Retirement from the Company, begin working on a consulting basis or as an
employee of a competing organization.  The Participant will continue to
receive the remaining installment payments with respect to his Employee
Contribution Credits Account.

The determination of whether the Participant is associated with the competing
organization will be left solely up to the Committee and such determination
will be final.

5.11  This Plan is established under and will be construed according to the
laws of the State of Delaware, except to the extent preempted by ERISA or
other federal regulations.






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