EXHIBIT 10(b)
 
                                    WELLMAN, INC.
                   DEFERRED COMPENSATION AND RESTRICTED STOCK PLAN
 
                         Effective as of February 17, 1998,
                    and As Amended, Effective as of June 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 June 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
 willful refusal to carry out reasonable instructions of the Board which has
 
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 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 Business
 Day of the prior calendar year and on each of the fifteen (15) Business 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 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.
 
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 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 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
 
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 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 each year,
     (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 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.
 
 
 
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 The Participant will receive a Restricted Stock Award approximately 35 days
 after his election to defer compensation for 1998 and on January 20th 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 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
 
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 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 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
 
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 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.
 
 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
 
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 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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