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EXHIBIT 10.8

                            AGREEMENT
                            ---------

     THIS AGREEMENT dated as of the 20th day of November, 1995
between Petrolite Corporation, a Delaware Corporation, 369 Marshall
Avenue, St. Louis, Missouri 63119 (the "Company") and William E.
Nasser, 151 Jefferson, St. Louis, Missouri 63119 (the "Executive"):

     WHEREAS, Executive has announced his intention to retire from
the Company; and

     WHEREAS, Executive and the Company desire to confirm the
arrangements to which they have agreed relating to Executive's
retirement:

     NOW THEREFORE, the parties agree as follows:

1.   Executive hereby resigns as Chairman of the Board, President
     and Chief Executive Officer of the Company, and from all
     directorships and offices Executive holds with subsidiaries
     and affiliates of the Company, effective November 20, 1995.
     Executive shall continue to serve as a member of the Company's
     Board of Directors until his present term expires on March 4,
     1996.

2.   Executive hereby elects to retire from the Company effective
     March 31, 1996.  Executive shall receive, commencing April 1,
     1996, a monthly benefit equal to the benefit to which
     Executive would be entitled at Executive's Normal Retirement
     Date, as defined in the Petrolite Corporation Retirement Plan
     (the "Plan"), as calculated under Section 5.2 of the Plan.
     For purposes of this calculation, Executive's years of
     Credited Service, as defined in the Plan, shall include the
     number of such years accrued through March 31, 1996, plus an
     additional five years of Credited Service.  Such calculation
     shall not take into account the dollar limitation on Annual
     Earnings, as provided in Section 1.6 of the Plan.  The benefit
     as calculated under this paragraph 2 shall be paid by the
     Company to the extent it is not paid by the trust under the
     Plan; except that, the Company shall have no obligation to pay
     the benefit, as calculated under this paragraph 2, to the
     extent it otherwise pays such benefit pursuant to any non-
     qualified deferred compensation plan currently sponsored by
     the Company or to be adopted by the Company at any time in the
     future.  Benefits paid by the Company under this paragraph 2,
     other than the portion of the benefit paid pursuant to a non-
     qualified deferred compensation plan, shall be paid at the
     same time and the same form as the benefit is paid from the
     trust under the Plan.  Any optional form election Executive
     makes under the Plan also shall be applicable to the benefit
     paid under this paragraph 2, including any actuarial reduction
     in such benefit.  Payment of the benefit under this paragraph
     2 shall be from the assets of the Company.  Executive and any
     beneficiary of such benefit shall be general, unsecured


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     creditors of the Company with respect to such benefit.
     Executive's right, and that of Executive's beneficiary, to
     such benefit shall not be subject to anticipation, alienation,
     sale, assignment, pledge, encumbrance or change and shall not
     be subject to debts, contracts, liabilities or torts of the
     person entitled to such benefit.  A worksheet showing the
     calculation of Executive's retirement benefit, including the
     benefit provided by this paragraph 2, is attached hereto as
     Exhibit A.

3.   Between the effective date of this Agreement and March 31,
     1996, Executive shall continue as an employee of the Company
     and shall be paid at a rate based on Executive's annual base
     salary.  Except as provided otherwise in this Agreement,
     Executive shall be eligible to participate in the Company's
     various employee benefit plans according to their respective
     terms.  During this period Executive shall be available to
     provide such advice and counsel as the Company reasonably may
     request.  Except as the Company may so request Executive shall
     not perform any work or provide any services for the Company
     and Executive will not be expected or permitted to be present
     at any Company workplace or facility.  Executive shall not be
     prohibited from seeking and performing other employment
     between the effective date of this Agreement and March 31,
     1996, or thereafter.

4.   Executive hereby elects, and qualifies for, retiree medical
     coverage under the Company's Comprehensive Medical Plan as it
     may exist from time to time, effective on Executive's
     retirement.  Executive's premium cost for coverage for an
     applicable year will equal the amount payable for such
     coverage by an active employee of the Company for such year.

5.   Executive shall be entitled to be reimbursed for expenses
     Executive actually incurs for the rental of a business office,
     related expenses, and business secretarial support from
     November 20, 1995, through November 30, 1996, in an amount not
     to exceed $1,500 per month.  The Company will provide
     furniture to Executive from its existing stock of excess
     office furniture and shall cause such office furniture, and
     such of Executive's personal effects as Executive directs, to
     be moved to the rental business office.

6.   Executive may continue Executive's memberships at Old Warson
     Country Club, The Bogey Club and Castle Pines Golf Club so
     long as Executive assumes, and shall have full responsibility
     for, membership dues, assessments and expenses incurred after
     March 31, 1996.  Between the effective date of this Agreement
     and March 31, 1996, the Company will reimburse Executive for
     membership assessments and dues paid by Executive and, in
     addition, shall reimburse Executive for reasonable monthly
     expenses actually incurred at these clubs.

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7.   In consideration for Executive's continuing consultation with
     the Company as an independent contractor as may be requested
     from time to time by the Company after April 1, 1996,
     Executive or Executive's estate shall be paid $370,000,
     payable in 12 equal monthly installments commencing on
     April 1, 1996.

8.   Notwithstanding the terms of the Petrolite 1993 Stock
     Incentive Plan, and notwithstanding the terms of any options
     issued to Executive pursuant thereto, Executive hereby
     surrenders and shall not have the right to exercise options to
     purchase shares of Petrolite stock granted to Executive under
     the Petrolite 1993 Stock Incentive Plan, and all such stock
     options Executive holds shall be deemed to have terminated as
     of the effective date of this Agreement.  Stock options
     granted to Executive under the 1987 Stock Incentive Plan shall
     remain exercisable according to their respective provisions.

9.   Except for the stock options granted to Executive under the
     1987 Stock Incentive Plan, which may be exercised according to
     their respective provisions, Executive shall not be a
     participant in any annual or long-term incentive plan
     maintained by the Company, and Executive shall not be entitled
     to any payment under any incentive plan for the fiscal year
     ending October 31, 1995.

10.  That certain Executive Agreement between Executive and the
     Company dated August 10, 1994 shall be and the same hereby is
     terminated as of the effective date of this Agreement, and
     both Executive and the Company release and forever discharge
     the other from any and all agreements, undertakings,
     obligations, duties, demands and/or claims arising out of or
     in connection with the Executive Agreement and the parties'
     performance or lack of performance thereof.

11.  Executive covenants and agrees that Executive will not at any
     time reveal or otherwise communicate to any person or entity
     any Confidential Information to which Executive had or may
     have access.  For purposes of this Agreement "Confidential
     Information" shall mean all confidential and proprietary
     information and trade secrets of the Company including, but
     not limited to, financial and accounting information and
     procedures, product pricing data and product formulae,
     identity of customers, customer requirements, sales data,
     marketing information, manufacturing processes, inventions,
     know-how, technology, special processes and techniques, and
     distribution methods of the Company or any of its subsidiaries
     or affiliates, but shall not include Confidential Information
     that is in the public domain or becomes part of the public
     domain other than through any fault of Executive's.

12.  Executive agrees to keep confidential the terms of this
     Agreement from persons other than Executive's immediate family

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     and attorneys, accountants, financial advisors, IRS
     representatives and other professionals who have a legitimate
     need to know.  Both Executive and the Company may be required
     to disclose all or part of the terms of this Agreement and
     each party hereby consents to such required disclosure.

13.  Executive agrees that Executive will not disparage the Company
     or its business nor, after notice from the Company, continue
     or pursue any action or course of action which the Company
     reasonably deems to be not in the best interests of the
     Company.

14.  Intending to bind himself and his heirs, executors,
     administrators and assigns, Executive does hereby release,
     remise, acquit and forever discharge Petrolite Corporation, a
     Delaware corporation, and its present and former officers,
     directors, executives, agents, employees, employee benefit
     plans and trustees thereof, affiliated companies, divisions,
     subsidiaries, successors, predecessors and assigns
     (collectively the "Released Parties"), of and from any and all
     claims, actions, causes of action, demands, rights, damages,
     debts, sums of money, accounts, financial obligations, suits,
     expenses, attorneys' fees and liabilities of whatever kind or
     nature in law, equity or otherwise, whether now known or
     unknown, suspected or unsuspected, which Executive,
     individually or as a member of a class, now has, owns or
     holds, or at any time heretofore had, owned or held, against
     any Released Party arising out of or in any way connected with
     Executive's employment relationship with the Company, its
     subsidiaries, predecessors or affiliated entities, or the
     termination thereof including, without limitation,

     a.   any such claim or action at law or equity under any
          federal, state or local law, regulation or executive
          order including, but not limited to, actions under
          Title VII of the Civil Rights Act of 1964, as amended,
          42 U.S.C. Sec. 2000 et seq., the Americans with
                              -- ----
          Disabilities Act, the Equal Pay Act, the Employee
          Retirement Income Security Act; and

     b.   any such claim or action under the Age Discrimination in
          Employment Act of 1967 (ADEA) as amended, 29 U.S.C.
          Sec. 621 et seq. (except that this waiver does not apply
                   -- ----
          to rights or claims that may arise under the ADEA after
          the date this waiver is executed); and

     c.   any such claim or action that would or could be the
          subject of any administrative proceeding under any
          federal, state or local law or regulation; and

     d.   any such claim or action under the Missouri Fair
          Employment Practices Act, Sec. 213.010 et seq., RSMO; and
                                                 -- ----

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     e.   any such claim or action at common law in contract or
          tort including, but not limited to, claims for severance
          or vacation benefits, unpaid wages, salary or incentive
          payments, breach of contract, wrongful discharge,
          impairment of economic opportunity, reimbursement for
          fines paid, back pay, front pay, wages, and compensatory
          damages, punitive damages, attorneys' fees, seniority,
          reinstatement and re-employment, and including all
          possible claims for defamation, slander, libel, and
          infliction of mental distress;

     excepting only:

          1.   those obligations of the Company under this
               Agreement;

          2    any rights to indemnification Executive may have
               under applicable corporate law, the by-laws or
               certificate of incorporation of any Released Party
               or as an insured under any D&O or liability
               insurance policy now or previously in force; and

          3.   any claims under any applicable workers'
               compensation statute which arose prior to the date
               of Executive's termination from employment.

15.  Executive acknowledges and agrees that nothing in this
     Agreement shall be construed as an admission of any liability
     whatsoever by any Released Party under Title VII, ADEA or any
     other federal or state statute or the principles of common
     law.

16.  Executive acknowledges that Executive has been given full
     opportunity to read and consider this Agreement, that
     Executive has received advice from those legal, financial,
     tax, and other advisors that Executive desired to consult in
     reviewing this Agreement prior to executing it, and that
     Executive fully understands all of its terms.  Executive
     acknowledges that Executive has not been coerced in any
     manner, and that Executive entered into this Agreement of
     Executive's own free will and after advice and representation
     by legal counsel of Executive's choice, with full knowledge of
     the terms and consequences of this Agreement.  Executive
     further acknowledges that Executive has twenty-one (21) days
     from the date of presentation of this Agreement to decide
     whether to execute it and that Executive has been specifically
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     advised that Executive should seek consultation with an
     -------------------------------------------------------
     attorney before signing it.  Executive further acknowledges
     --------------------------
     that Executive may revoke this Agreement, thereby nullifying
     it and all of its terms, by notifying the Company of such
     revocation at any time within seven (7) days after execution
     of this Agreement.  Executive further understands that this
     Agreement, and all of its terms, are not effective or

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     enforceable until the seven (7) day revocation period has
     elapsed.  Executive acknowledges that no promises or
     representations have been made to Executive to obtain the
     release from liability other than those that are expressly set
     forth in this Agreement.

17.  Executive agrees to execute such documents as the Company
     reasonably may request from to time to implement the
     provisions of this Agreement.

18.  Executive acknowledges and agrees that in the event of any
     breach hereof which continues uncured after ten (10) days'
     notice, the Company may, in addition to other remedies, cease
     making any payments required hereunder, except that this right
     shall not apply to the benefit provided by paragraph 2 of this
     Agreement.  Executive further acknowledges and agrees that
     monetary damages could not and cannot adequately compensate
     the Company in the event of the violation or breach of any of
     the terms of this Agreement and that injunctive relief would
     be essential for the protection of the Company.  Executive
     does agree, therefore, that the Company may have such
     injunctive relief without any requirement for a bond, upon due
     notice and hearing, as will be necessary to provide full and
     ongoing protection to the Company with respect to the matters
     set out herein, in addition to such further or other relief as
     may appertain at equity or law.  Suit for injunctive relief
     (and for such monetary damages as may be proved as a result of
     breach of any term of this Agreement) may be filed in an
     appropriate Federal or State court having general trial
     jurisdiction in any political subdivision (i)  in Missouri or
     (ii)  in any State in which Executive then may be found or
     (iii)  in any State in which a breach or violation of any of
     the aforesaid terms and conditions is alleged to have
     occurred, and Executive consents to the jurisdiction of any
     such court in which such suit is instituted and further agrees
     that service of process upon Executive by certified or
     registered mail shall be valid and sufficient and shall be
     deemed to have the same legal effect as if personal service
     had been made upon Executive in the jurisdiction in which such
     suit has been initiated.

19.  Executive is a Participant in the Employees' Savings Plan and
     the Non-Qualified Savings Plan, both of which are maintained
     by the Company.  Nothing in this Agreement shall be construed
     to affect any rights Executive may have under either of such
     Plans.

20.  This Agreement has been entered into in the State of Missouri
     and is a Missouri contract.  Accordingly, its terms and
     provisions shall be governed by, and construed and enforced in
     accordance with, the law of the State of Missouri without
     application of any Missouri principles of conflict of laws.

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21.  This Agreement contains the entire agreement between the
     parties with respect to the subject matter hereof and is fully
     approved and agreed to by the undersigned parties effective
     the 20th day of November, 1995.


                                   PETROLITE CORPORATION



                               By: /s/ Paul F. Cornelsen
                                   --------------------------------
                                   Paul F. Cornelsen
                                   Chairman, Compensation Committee




                                   /s/ William E. Nasser
                                   --------------------------------
                                   William E. Nasser

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