Memorandum of Agreement
                             -----------------------

     MacDermid, Incorporated ("MacDermid") and John L. Cordani ("Cordani")
hereby enter into this agreement of employment on this 9th day of July, 2001.
The parties hereto agree as follows:

1.     MacDermid will employ Cordani as its General Counsel, Secretary, and Vice
President  with the functions of General Counsel and Secretary for MacDermid and
all  of  its  subsidiaries.  Cordani  will  be a member of MacDermid's executive
committee.  Cordani's  job  functions,  responsibilities,  and  location  in
Waterbury,  CT  will  not  change  without  mutual  agreement  of  both parties.

2.     Cordani's  base  salary  shall  be  $250,000  per  year  and shall not be
decreased.  Cordani  shall also be eligible for raises, incentive bonuses, stock
options,  and  restricted  stock  grants  at  the  discretion  of  MacDermid's
compensation committee on a yearly basis on a basis similar to other executives.
As  of  Cordani's first day of employment, Cordani will be granted options which
are  essentially  equal  in  value to all of the options previously forfeited by
Cordani.  Cordani  shall also be provided such other options as are necessary to
put  him  on  an  equal  footing  with  other  MacDermid  executives.

3.     Cordani  shall  be allowed to keep the previously issued restricted stock
grants.  One grant of 1,701 shares vested on 5/14/01 and another of 1,744 shares
was  to  vest  on  5/14/02.

4.     Cordani's  accrual  of  service for his pension benefit under MacDermid's
qualified  pension  plan  shall  begin  immediately  on  his  rehire date and be
aggregated  together  with his prior service. Cordani did not accrue service for
the  period  of  time  he  was  employed  elsewhere.

5.     Cordani  shall  be  entitled  to  retiree  health  insurance (medical and
dental) under the conditions of the plan based on his original hire date of June
16,  1986  without  regard  to his absence. The plan specifies that Cordani must
have  20  years  with the company and be a participant in one of the medical and
dental  plans  offered by the Company for the 20 years immediately preceding his
retirement,  but for other purposes Cordani's absence from the Company shall not
be  considered  and  his  service  shall  be  aggregated.

6.     Cordani  shall receive retirement benefits under MacDermid's supplemental
executive  retirement  plan  (SERP) based upon his aggregate years of employment
with  MacDermid  as  of  retirement.

7.     Cordani  shall  be  immediately  eligible  for  all  benefits  offered to
MacDermid  employees  and/or  executives  from  time  to time. There shall be no
waiting  period for any benefit including pension, KSOP, 401-k, health insurance
and  other  benefits.  Cordani  shall  be  immediately  vested  in all benefits,
including  pension,  KSOP, 401-k and other benefits. Cordani  shall  be provided
PTO  based  upon  his  entire  aggregate  employment  with  MacDermid.

8.     If  at  any  time,  Cordani's  employment with MacDermid is terminated or
ceases  for  any reason at all, other than (i) if Cordani voluntarily leaves the
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     employment  of  MacDermid  entirely  and  solely  of his own accord or (ii)
Cordani's  employment  with  MacDermid  has  been  terminated as a result of his
conviction  for  criminal  wrongdoing  in  connection  with  his employment with
MacDermid,  then  MacDermid  shall  pay  Cordani a severance amount equal to two
years  salary,  in  monthly  installments. Such payments will cease at such time
Cordani  is  employed  elsewhere at a salary equal to or greater than his former
salary  with  MacDermid. If Cordani takes a position making less than his former
base  salary,  MacDermid  will make up the difference for the balance of that 24
month  period.

9.     This  agreement shall not be assigned by either party without the written
consent of the other party but shall be binding upon and enforceable against all
successors  in  interest  of  MacDermid.

10.     MacDermid  will  allow  Cordani  to  transition  his  responsibilities
at  Carmody  and  Torrance.  MacDermid  will  also allow Cordani to maintain his
affiliation  with  Carmody  and  Torrance.  MacDermid will indemnify Carmody and
Torrance  for  any  liability  that may arise as a result of any action taken by
Cordani  as  an  officer  of  MacDermid.

11.     This agreement shall become effective upon the written request of either
party  on  January  1,  2002,  or  thereafter  based  upon  mutual  agreement.

In  witness  whereof,  the  parties  represent that this agreement had been duly
authorized  and  have  set  their  hands  hereto on this 25th day of June, 2001.


/s/ John L. Cordani
-------------------
John L. Cordani
                                        MacDermid, Incorporated

                                   By:     /s/ Daniel H. Leever
                                           --------------------
                                        Daniel H. Leever
                                        CEO and Chairman of the Board