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                                                                      EXHIBIT 10

                            R.P. SCHERER CORPORATION
                         DEFERRED FEE PLAN FOR DIRECTORS

PURPOSE:  The purpose of this Plan is to provide outside directors of R.P.
Scherer Corporation (the "Company") the opportunity to defer receipt of
compensation earned as a Director to a date following termination of such
service.  The provision of such an opportunity is designed to aid the Company
in attracting and retaining as members of its Board of Directors persons whose
abilities, experience and judgment can contribute to the well being of the
Company.

EFFECTIVE DATE:  The Effective date of the Deferred Fee Plan for Directors (the
"Plan") is January 1, 1995.

ELIGIBILITY:  Any Director of the Company who is not also an Employee of the
Company or any related company is eligible to participate in the Plan.

DEFERRED COMPENSATION ACCOUNT:  A deferred compensation account shall be
established for each Director who elects to participate in the Plan.

AMOUNT OF DEFERRAL:  A participant may elect to defer receipt of all or a
specified part of the compensation payable to the participant for serving on
the Board of Directors or committees of the Board of Directors of the Company.
An amount equal to the compensation deferred will be credited to the
participant's deferred compensation account on the date such compensation is
otherwise initially payable.

ELECTION OF DEFERRAL:  An election to defer compensation shall be made on a
form provided by the Company for that purpose and shall be effective when made
with respect to any compensation to be earned thereafter until a change in
election is made.  Other than for the initial year of this Plan, any election
shall be made by December 31 of the calendar year prior to the period(s) to
which the deferral relates.

INVESTMENT:  Each deferred compensation account will be credited with quarterly
compounded interest from the date on which deferred compensation would
initially have been payable, until payment, at a rate equal to the annual
discount rate assumed for the Company's U.S. defined benefit pension plan.
Such rate shall be updated by the Company on an annual basis.

PAYMENT OF DEFERRED COMPENSATION:  No withdrawal may be made from the
participant's deferred compensation account prior to termination of the
participant's service as a Director.  The value of a participant's deferred
compensation account as of the participant's termination of service as a
Director will be payable in cash in a lump sum as soon as practicable following
the termination of said service.

DESIGNATION OF BENEFICIARY:  A participant may designate one or more
beneficiaries by giving written notice to the Company on the form provided by
the Company for that purpose.  If no beneficiary is designated, the beneficiary
will be the participant's estate.  If more than one beneficiary statement has
been filed, the beneficiary(s) designated in the statement bearing the most
recent date will be deemed the valid beneficiary(s).

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DEATH OF PARTICIPANT:  In the event of a participant's death before the
participant has received the deferred payments to which the participant is
entitled hereunder, the value of the participant's deferred compensation
account shall be determined as of the day immediately following death and such
amounts shall be paid to the beneficiary(s) of the deceased participant as soon
as practicable thereafter in cash in a lump sum.

PARTICIPANT'S RIGHTS UNSECURED:  The right of any participant to receive
payment under the provisions of the Plan shall be an unsecured claim against
the general assets of the Company, and no provisions contained in the Plan
shall be construed to give any participant or beneficiary(s) at any time a
security interest in the deferred compensation account or any other asset in
trust with the Company for the benefit of any participant or beneficiary(s).

STATEMENT OF ACCOUNT:  A statement will be sent to participants a soon as
practical following the end of each calendar year as to the value of their
deferred compensation accounts as of December 31 of such year.

ASSIGNABILITY:  No right to receive payments hereunder shall be transferable or
assignable by a participant or a beneficiary, except by will or by the laws of
descent and distribution.

ADMINISTRATION OF THE PLAN:  The Plan shall be administered by an officer or
officers of the Company as determined by its Chairman of the Board of Directors.

AMENDMENT OR TERMINATION OF PLAN:  This Plan may at any time or from time to
time be amended, modified or terminated by the Board of Directors of the
Company.  No amendment, modification or termination shall, without the consent
of a participant, adversely affect such participant's accruals in his deferred
compensation account.

GOVERNING LAW:  This Agreement shall be governed by and construed in accordance
with the Laws of the State of Michigan.

                                          Dated this 6th day of December, 1995

                                          S/S NICOLE S. WILLIAMS

                                          Nicole S. Williams
                                          Executive Vice President and Secretary



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