SEPARATION-RELEASE AGREEMENT
                                     BETWEEN
                             MACDERMID INCORPORATED
                                       OF
                               245 FREIGHT STREET
                                 WATERBURY, CT.

                                       AND

                               JOHN P. MALFETTONE
                                       OF
                              TRUMBULL, CONNECTICUT

This  agreement,  made  and  entered  into  as  of September 9, 2002, is for the
purpose  of  providing  a  binding  agreement  and  understanding by and between
MacDermid  Incorporated  (hereinafter  MacDermid)  and  John  P.  Malfettone
(hereinafter  "Former  Employee").
                                WITNESSETH THAT:

Whereas;  Former  Employee's  employment  with  MacDermid  has  terminated;

Whereas  both  parties  hereto desire to make the proposed transition as amiable
and  trouble-free  as  possible;

Now,  therefore,  in  consideration  of the premises and mutual covenants of the
parties,  it  is  agreed  as  follows:

ARTICLE  I(DEFINITIONS)
-----------------------

a.     Affiliate or MacDermid Affiliate shall refer to any organization in which
MacDermid now or later holds at least a 50% ownership share and any qualified or
unqualified  benefit  plans  that  are  related  to MacDermid or subsidiaries of
MacDermid.

ARTICLE  II  (RESIGNATION  FROM  EMPLOYMENT/RELEASE)
----------------------------------------------------

a.     Former Employee's employment with MacDermid terminated as of September 9,
2002.  As  of  that date Former Employee will resign as an officer of MacDermid.

b.     Former Employee hereby releases, remises and forever discharges MacDermid
and  all  of  its  respective  parent  corporations,  subsidiaries,  Affiliates,
predecessors  and  successors  in interest, agents, employees, owners, partners,
officers,  directors,  members  and shareholders from any and all suits, claims,
costs, demands, attorney's fees, damages, back pay, front pay, interest, special
damages,  general  damages,  worker's  compensation  claims,  punitive  damages,
liabilities,  actions, administrative proceedings, expenses, accidents, injuries
and  any  other cause of action in law or equity that Former Employee has or may
have  or  might  in  any  manner acquire which arise out of, relate to, or is in
connection  with his/her employment with, relationship with or business dealings
with  MacDermid  or  any  MacDermid  Affiliates  or  employees  thereof,  or the
termination  of  that  employment,  relationship or dealings, and the Employment
Agreement  between  the  Former Employee and MacDermid dated January 7, 2002, as
amended,  (the  "Employment  Agreement"),  and  any  other  act,  occurrence  or
omission,  known  or unknown, which occurred or failed to occur on or before the
date  this  Agreement  is  executed  other  than MacDermid's obligations and the
Former Employee's rights under this Agreement only.  IT IS UNDERSTOOD AND AGREED
THAT  THIS  IS  A  FULL AND FINAL RELEASE OF ALL CLAIMS OF EVERY NATURE AND KIND
WHATSOEVER  AND  RELEASES  CLAIMS  THAT  ARE  KNOWN  AND  UNKNOWN,  other  than
MacDermid's  obligations  and  the Former Employee's rights under this Agreement
only.

Former Employee expressly waives protection of any legal provision, law, statute
or  regulation,  which provides generally:  A general release does not extend to
claims  which the releasor does not know or suspect to exist in his/her favor at
the time of executing a release, which if known by him/her would have materially
affected  the  settlement.

THIS  RELEASE  INCLUDES,  WITHOUT  LIMITATION,  A  RELEASE  FOR  ANY  CLAIM  OF
DISCRIMINATION  SPECIFICALLY INCLUDING, WITHOUT LIMITATION, DISCRIMINATION BASED
UPON  AGE,  GENDER,  RACE,  NATIONAL  ORIGIN,  RELIGION AND DISABILITY INCLUDING
CLAIMS  UNDER  ANY  FEDERAL OR STATE EMPLOYMENT STATUTE, THE EMPLOYEE RETIREMENT
INCOME  SECURITY  ACT,  THE  AGE DISCRIMINATION IN EMPLOYMENT ACT, THE AMERICANS
WITH  DISABILITIES ACT, THE CONNECTICUT FAIR EMPLOYMENT PRACTICES ACT, THE CIVIL
RIGHTS  ACTS  OF 1866, 1964 AND 1991, THE FEDERAL AND CONNECTICUT FAMILY MEDICAL
LEAVE  ACTS,  AND  SECTION  290(A)  OF  CONNECTICUT'S WORKERS' COMPENSATION LAW.
Former  Employee  further  acknowledges  that,  without limitation, this release
immediately releases and forfeits any rights the Former Employee may have had to
200,000  options to purchase MacDermid common stock and to the Forfeited Shares.
Former  Employee  further  acknowledges  that  the  execution  of this Agreement
reflects  Former  Employee's  individual  analysis  and  determination  that the
execution  of  this  Agreement  is  in  his/her  best  interest.

Former  Employee  agrees  that neither he/she nor anyone acting on his behalf or
through  him/her  will  file a lawsuit or other action asserting any claims that
are  released  in  this  Agreement.

ARTICLE  III  (PAYMENTS)
------------------------

As  consideration  for  the  agreements  and  covenants made herein, the release
given,  the  actions taken or contemplated to be taken, or to be refrained from,
the  parties  agree  to  the  following:

a.     Former  Employee  shall  be  paid  by  MacDermid  for  twelve (12) months
severance  pay, determined solely upon the Former Employee's current base salary
($300,000).

     The  payment  above  will  be made within 30 days of MacDermid's receipt of
this  Agreement  properly  executed.  Appropriate taxes and withholdings will be
deducted  from  such  payment.  The  payment  will be made in one single payment
amount.

b.     Former  Employee  shall be paid the remainder of his bonus for 2002 equal
to  $200,000.00,  exclusive of payments made prior to the effective date of this
Agreement.  This  payment  will be made within 30 days of MacDermid's receipt of
this  Agreement  properly  executed.  Appropriate taxes and withholdings will be
deducted.

c.     Former Employee will earn PTO time through their final day of employment,
as  per  our  PTO  policy.  If  PTO  time  has  been taken in excess of the time
earned,  a  deduction will be taken from the severance payment.  Former Employee
will  submit  a  final  PTO  report  of  days taken through his/her final day of
employment  for  PTO  to be paid.  Former Employee will be reimbursed for earned
but  unused  PTO.

d.     Former  Employee  may  continue  medical  and  dental  benefits  up to 18
consecutive  months  from  the  date  of  last  actual  employment  under COBRA.
PREMIUMS  WILL  CONTINUE  AT  THE  EMPLOYEE RATE FOR THE FIRST 12 MONTHS OF THIS
PERIOD.
e.     Group  life  insurance can be converted to individual life insurance with
Principle Life within -30 days of last day of actual employment. Please call the
Conversion  Unit  at  1-800-247-6699  x 76398 our group policy number is P84631.

f.     Outplacement  will  be  provided  at  a  level determined by MacDermid in
MacDermid's  sole  discretion.

g.     Former  Employee  has  130,000 shares of restricted stock pursuant to the
terms  of the 1995 Equity Incentive Plan, none of which have vested.  The Former
Employee  shall  be  allowed  to  retain  50,000 shares of restricted stock (the
"Retained  Shares")  which  shall  vest  on  the  following  schedule:

1.     32,500  shares  30  days  from  the  effective  date  of  this Agreement;
2.     17,500  shares  1  year  from  the  effective  date  of  this  Agreement;

in  both  cases, provided no breach of this Agreement by the Former Employee has
occurred.  The remaining 80,000 restricted shares (the "Forfeited Shares") shall
be  immediately  and  irrevocably  forfeited  and  returned  to  MacDermid  for
cancellation.  Upon  vesting  in  each case, MacDermid shall promptly deliver to
the  Former  Employee unlegended stock evidencing Former Employee's unrestricted
ownership  in  such  shares.

h.     MacDermid  shall  pay  Former Employee his salary through the termination
date only and will also reimburse Former Employee for regular MacDermid business
expenses  incurred  prior  to  the  termination  date.

Former  Employee understands that the payments and benefits listed above are all
                                                                             ---
that  Former  Employee  is  entitled to receive from MacDermid.  Former Employee
will  receive  no further wage, vacation, severance, insurance or other benefits
               --
from  MacDermid  including stock options and shares of restricted stock.  Former
Employee  agrees that the payments and benefits above are more than MacDermid is
required  to  pay  under  its  normal  policies,  procedures  and  plans.

ARTICLE  IV  (MISCELLANEOUS)
----------------------------

a.     Former  Employee shall immediately return all company property in his/her
possession  or  control  except  that  the  Former  Employee  may  keep a laptop
computer,  a cell phone and a blackberry.  As of the termination date the Former
Employee  shall  be  solely responsible for the costs of operating the foregoing
equipment.  (NB.  The  computer  must  be  returned to MacDermid immediately for
removal  of  all  confidential  information).  Former Employee shall immediately
return  the  option  agreement dated January 7, 2002 evidencing 200,000 optional
shares  for  cancellation.  Former  Employee  shall  also  immediately  return
MacDermid  common  stock  certificate  no. MCD 0376 for partial cancellation and
processing  in  accordance  with  this  Agreement.

b.     Former  Employee  acknowledges  that  he/she signed an Employee Agreement
with  MacDermid  and  that  the  confidentiality and other obligations agreed to
there  remain  in  full  effect,  unaltered  by  this  Agreement.

c.     Nothing  contained  in  this  Agreement  will  affect any vested pension,
profit  sharing,  or  KSOP  benefit,  if  any,  that  Former  Employee  now has.

d.     Former  Employee agrees that, except for discussions with his attorney as
encouraged  in  Article  IV  (e) hereof, and except as compelled by law, he will
maintain  the  confidentiality  of  the  terms  of  this  Agreement  and  the
circumstances  regarding  the  termination  of  his  employment.  MacDermid will
maintain the terms of this Agreement as confidential, except that nothing herein
shall restrict MacDermid's ability to make reports and public releases necessary
to  comply  with MacDermid's legal reporting requirements.  Former Employee will
make no voluntary statement or take any action that might reasonably be expected
to  result  in  disclosure  of, or any publicity concerning, this Agreement, the
terms  hereof,  or  the  termination  of  his  employment.  MacDermid  will  use
reasonable  efforts  to  avoid  voluntary  statements  that  would reasonably be
expected  to disparage the Former Employee.  Further Former Employee agrees that
he  will  not,  for  at  least

<PAGE>
18  months  after  the effective date of this Agreement, make any statement that
disparages,  or  reasonably  could  be  expected  to disparage, MacDermid or its
employees,  officers  or  directors.  Former  Employee  agrees  that, during the
period of 18 months from the effective date of this agreement, he will limit his
comments  and  communications regarding MacDermid and/or its employees, officers
and  directors  to  the  following  statement:

"In  the  brief  time that I worked at MacDermid, I came to recognize the unique
culture  of  this  company.  This culture provides the foundation for success at
MacDermid.  Underlying  the  entrepreneurial  approach  is  a  low cost, owners'
mentality  that  drives  employees  to  make the best decisions for MacDermid in
order  to  maximize  cash flow.  The key economic measurement espoused by all is
owner  earnings.  It  is  the  common  denominator  which helps drive consistent
behavior  towards  improving  cash  flow.  It is a focus on intrinsic value, not
book  earnings  that  provides  the  financial  goals  for  the  future.

Clearly,  my  decision to leave MacDermid was not based on anything wrong at the
company,  but  due  to  a  change  in  strategy from when I was hired.  This new
strategic direction as described in Dan's shareholder letter is less risky since
it  requires  lower financial leverage, relies less on major acquisition growth,
and  can  be  sufficiently met with few additions to the senior leadership team.
It is a more moderate path to increasing shareholder value than was contemplated
upon  my  hiring.

To  the best of my knowledge, there are no major accounting issues at MacDermid.
That  view  is based on my observations during the 8 months that I worked at the
company.  I  do  believe  that  Greg  Bolingbroke  provides  strong  financial
controllership  skills to MacDermid.  At the epicenter of the company's internal
controls  is  the ownership culture which is so strong at MacDermid.  It is this
owners'  mentality which causes people to do the right thing for the good of the
clan."

MacDermid and Former Employee will agree upon a public statement to be issued on
the  effective  date  of  this  Agreement  regarding  the  Former  Employee's
resignation,  however, nothing herein shall restrict MacDermid's ability to make
reports and public releases necessary to comply with MacDermid's legal reporting
requirements.  Former  Employee  further agrees for at least 18 months after the
effective  date  of  this  Agreement  he  will  not assist, attempt to assist or
provide  information  to  any  person,  group,  or  analyst  that  is analyzing,
reporting  on  or  considering  making  an  investment  in  MacDermid.

e.     Former  Employee  acknowledges that he has been given a reasonable period
of  time  of at least twenty-one (21) days to review and consider this Agreement
before  signing  it.  FORMER  EMPLOYEE  IS ENCOURAGED TO CONSULT WITH HIS OR HER
 -----
ATTORNEY  PRIOR TO SIGNING THIS AGREEMENT.  The Former Employee may rescind this
 --
Agreement  by  written  notice  to  MacDermid,  accompanied  by repayment of any
consideration  paid,  received by MacDermid, within seven (7) days of the Former
Employee's  execution  of  this  Agreement.  Time  is  of  the  essence.  If not
rescinded  within  the  foregoing  seven  (7) day period this Agreement shall be
irrevocable  and  final.

ARTICLE  V  (GENERAL  PROVISIONS)
---------------------------------

a.     Entire  Agreement  -  This Agreement is intended as a final expression of
the  agreement  between  MacDermid  and  Former  Employee  and as a complete and
exclusive  statement  of  the  terms  and  provisions  thereof.  This  Agreement
supersedes  any  prior  agreements  between  the  parties unless otherwise noted
herein.  No  course  of  prior  dealings shall be relevant.  No representations,
understandings or agreements have been made or relied upon in the making of this
Agreement  other  than  those specifically set forth herein.  This Agreement can
only  be  modified  in  writing  signed  by  both  parties  hereto.  The parties
expressly represent and warrant that this Agreement was executed solely upon the
written  content  of  this  Agreement  and  is  not  based  upon  any  promise,
representation  or  statement  which  is  not  stated  in  this  Agreement.

b.     Invalid  Clauses  -  It  is  understood  and  agreed that if any terms or
provisions  of  this  Agreement shall contravene or be invalid under the laws of
the  United  States,  such  contravention or invalidity shall not invalidate the
whole  Agreement,  but it shall be construed and enforced as to most nearly give
effect  to  the  intentions  of  the  parties  as  expressed herein as possible.

c.     Enforcement  -  The  failure  of  any  party to insist on any one or more
instances  upon  strict  performance  of any term or provision of this Agreement
shall  not  be construed as a waiver or relinquishment of the terms, provisions,
covenants  and  conditions  herein  contained,  but  the same shall continue and
remain  in  full  force  and  effect.

d.     Choice  of Law and Jurisdiction - All disputes, differences, or questions
arising out of this Agreement or as to the rights and liabilities of the parties
hereto  or  as to the construction or interpretation hereof shall be governed by
and interpreted in accordance with the internal laws of the State of Connecticut
and  the  parties  hereby  submit  to  the jurisdiction of the Federal and State
Courts located within the State of Connecticut and agree that any action brought
concerning  enforcement  of this Agreement or subjects contained herein shall be
brought  only  in  courts  located  in  the  State  of  Connecticut.

e.     Complete  Defense  -  Former  Employee  agrees and acknowledges that this
Agreement and its releases can be pleaded as a full and complete defense and can
be  used  for  the  basis  of  an  injunction  against  any  action or any other
proceeding  which  may  subsequently  be  instituted, prosecuted or attempted by
Former  Employee,  which  is  based upon any matter related to Former Employee's
employment  with,  relationship with, or business dealings with MacDermid or any
MacDermid  affiliate or employees thereof or the termination of that employment,
relationship  or dealings, or which is based in whole or in part upon any matter
covered,  related  to  or  referred  to  in  this  Agreement.   A breach of this
Agreement  shall  not  void  the  release  provided  for  herein.

In  witness  whereof MacDermid and Former Employee have caused this Agreement to
be  made  and  executed  as  of  the  days  and  dates  indicated  below:

MacDermid  Incorporated                         John  P.  Malfettone


By:  _____________________________          ___________________________


Date:____________________________        Date:  __________________________