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                                                                EXHIBIT 10.5












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                           CHEMI-TROL CHEMICAL CO.

                          DEFERRED COMPENSATION PLAN
                              FOR KEY EMPLOYEES


                                  ARTICLE I
                                      
                             Purpose of the Plan
                                      
                  The purpose of the CHEMI-TROL CHEMICAL CO. (the "Company")
Deferred Compensation Plan for Key Employees is to provide for severance and
death benefits for certain key employees of the Company.


                                  ARTICLE II

                                 Definitions

                  As used herein, the following words shall have the meaning
stated after them unless otherwise specifically provided:

                  2.1 "Committee" shall mean the Committee described in Section
4.1 hereof.

                  2.2. "Company" shall mean Chemi-Trol Chemical Co.

                  2.3. "Participant" shall mean a key employee of the Company
chosen by the Committee to participate in this Plan.

                  2.4. "Plan" shall mean this Deferred Compensation Plan for Key
Employees.

                  2.5. "Trust Agreement" shall mean the Rabbi Trust Agreement
dated as of August 15, 1997 entered into between the Company and the Trustee in
connection with the Plan.


                                   ARTICLE III

                                    Benefits

                  3.1. Benefits will be payable by the Company under this Plan
(i) upon any termination of a Participant's employment or (ii) upon the death of
a Participant while still employed by the Company.

                  3.2. The benefit payable to a Participant upon termination of
employment (other than as a result of the Participant's death) will be equal to
the cash value (at the time of such termination of employment) of the insurance
policy (or policies) owned by the Company reflecting Participant as insured and
shown on Exhibit A hereto (as amended from time to time) (the "Life Insurance
Policy").

                  3.3. The benefit payable to a Participant upon his or her
death while still an 





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employee of the Company will be equal to fifty percent of the death benefit of
the Life Insurance Policy at the time of the Participant's death.               

                  3.4. Any benefit payable to a Participant under this Article
will be paid within 30 days of Participant's termination of employment or death
(as the case may be), provided that no benefit will be payable by reason of
Participant's death if the Company has not yet received from the applicable
insurance company payment of the death benefit provided in the Life Insurance
Policy.

                  3.5. Any benefit payable by reason of the death of a
Participant shall be paid to the beneficiary or beneficiaries designated by him
or her. If there is no designated beneficiary, or if the designated beneficiary
is not surviving at the time of a Participant's death, payment of any benefit
shall be made to his or her estate. Beneficiary designations shall be made by
the Participant by submitting a written designation to the Committee, which
designation may be changed from time to time by the Participant.

                  3.6. The Company has entered into a Trust Agreement in
connection with the establishment of this Plan and it is intended that the trust
established thereto shall own the Life Insurance Policies related to the
Participants. It is further intended that said trust shall be treated as a
grantor trust of the Company for federal income tax purposes and that any income
or expenses associated with such trust shall be reflected on the Company's tax
returns.


                                   ARTICLE IV

                                 Administration

                  4.1. The Board of Directors of the Company shall appoint a
Committee to administer the Plan. Members of the Committee shall hold office at
the pleasure of the Board of Directors and may be dismissed at any time with or
without cause. Such persons serving on the Committee need not be members of the
Board of Directors of the Company.

                  4.2. The Committee shall administer the Plan and resolve all
questions of interpretation arising under the Plan with the help of legal
counsel, if necessary. Whenever directions, designations, applications, requests
or other notices are to be given by a Participant under the Plan, they shall be
filed with the Committee. The Committee shall have no discretion with respect to
Plan contributions or distributions but shall act in an administrative capacity
only.


                                    ARTICLE V

                                  Miscellaneous

                  5.1. The Company reserves the right to amend or terminate the
Plan at any time; provided, however, that no amendment or termination shall
affect the vested rights of Participants.

                  5.2. No right or interest of any Participant (or any person
claiming through or under such Participant, other than the surviving spouse of
such Participant after he or she is deceased) in any benefit or payment herefrom
shall be assignable or transferable in any manner or be subject to alienation,
anticipation, sale, pledge, encumbrance or other legal process or in 


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any manner be liable for or subject to the debts or liabilities of such
Participant. If any Participant or any such person (other than the surviving
spouse of such Participant after he or she is deceased) shall attempt to or
shall transfer, assign, alienate, anticipate, sell, pledge or otherwise encumber
his or her benefits hereunder or any part thereof, or if by reason of his or her
bankruptcy or other event happening at any time such benefits would devolve upon
anyone else or would not be enjoyed by him or her, then the Committee, in its
discretion, may terminate his or her interest in any such benefit to the extent
the Committee considers necessary or advisable to prevent or limit the effects
of such occurrence. Termination shall be effected by filing a written
"termination declaration" with the Committee records and making reasonable
efforts to deliver a copy to such Participant or his or her legal
representative.

                  As long as any Participant is alive, any benefits affected by
the termination shall be retained by the Trust and, in the Committee's sole and
absolute judgment, may be paid to or expended for the benefit of such
Participant, his or her spouse, his or her children or any other person or
persons in fact dependent upon him or her in such a manner as the Committee
shall deem proper. Upon the death of any Participant, all benefits withheld from
him or her and not paid to others in accordance with the preceding sentence
shall be distributed to such Participant's estate or to his or her creditors.

                  5.3. A Participant or beneficiary shall have no rights against
or security interest in the assets of the Trust Fund and shall have only the
Company's unsecured promise to pay benefits. All assets of the Trust Fund shall
remain subject to the claims of the Company's general creditors.

                  5.4. This Plan is intended to be treated as an unfunded
deferred compensation Plan under the Internal Revenue Code. It is the intention
of the Company that the benefits pursuant to this Plan shall not be included in
the gross income of the Participants or their beneficiaries until such time as
the benefits are distributed from the Plan.

                  5.5. This Plan shall be effective as of August 15, 1997.



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