Exhibit 10.27

                      McWHORTER TECHNOLOGIES, INC.
                      DEFERRED COMPENSATION PLAN
                       Effective October 1, 1996
                          Copyright   1996
                   By Compensation Resource Group, Inc.
                         All Rights Reserved


                           TABLE OF CONTENTS

                                                           Page

     Purpose                                                 1

     ARTICLE 1      Definitions                              1

     ARTICLE 2      Selection, Enrollment, Eligibility       8
               2.1  Selection by Committee                   8
               2.2  Enrollment Requirements                  8
               2.3  Eligibility; Commencement of 
                    Participation                            8
               2.4  Termination of Participation and/or 
                    Deferrals                                9

     ARTICLE 3      Deferral Commitments/Crediting/Taxes     9
               3.1  Minimum Deferral                         9
               3.2  Maximum Deferral                        10
               3.3  Election to Defer; Effect of 
                    Election Form                           11
               3.4  Base Annual Salary Amount               11
               3.5  Annual Bonus Amount                     11
               3.6  Annual Company Contribution Amount      12
               3.7  Restricted Stock Amount                 12
               3.8  Stock Option Deferral Amount            12
               3.9  Vesting                                 12
               3.10 Crediting/Debiting of Account Balances 
                    Prior to Distribution                   13
               3.11 No Actual Investment                    14
               3.12 Interest Crediting for Installment 
                    Distributions                           14
               3.13 FICA, Withholding and Other Taxes       15
               3.14 Sources of Stock: Limitation on Amount 
                    of Stock-Denominated Deferrals          15
     
     ARTICLE 4      Short-Term Payout; Withdrawal Election; 15
               4.1  Short-Term Payout                       15
               4.2  Other Benefits Take Precedence Over 
                    Short-Term Payout                       16
               4.3  Withdrawal Election                     16

     ARTICLE 5      Retirement Benefit                      16
               5.1  Retirement Benefit                      16
               5.2  Payment of Retirement Benefit           16
               5.3  Death Prior to Completion of 
                    Retirement Benefit                      17
<PAGE>     
     ARTICLE 6      Pre-Retirement Survivor Benefit         17
               6.1  Pre-Retirement Survivor Benefit         17
               6.2  Payment of Pre-Retirement Survivor 
                    Benefit                                 17
     
     ARTICLE 7      Termination Benefit                     17
               7.1  Termination Benefit                     17
               7.2  Payment of Termination Benefit          17

     ARTICLE 8      Disability Waiver and Benefit           18
               8.1  Disability Waiver                       18
               8.2  Continued Eligibility; Disability 
                    Benefit                                 18

     ARTICLE 9      Beneficiary Designation                 19
               9.1  Beneficiary                             19
               9.2  Beneficiary Designation; Change; 
                    Spousal Consent                         19
               9.3  Acknowledgment                          19
               9.4  No Beneficiary Designation              19
               9.5  Doubt as to Beneficiary                 19
               9.6  Discharge of Obligations                19

     ARTICLE 10     Leave of Absence                        20
               10.1 Paid Leave of Absence                   20
               10.2 Unpaid Leave of Absence                 20

     ARTICLE 11     Termination, Amendment or Modification  20
               11.1 Termination                             20
               11.2 Amendment                               21
               11.3 Plan Agreement                          21
               11.4 Effect of Payment                       21

     ARTICLE 12     Administration                          21
               12.1 Committee Duties                        21
               12.2 Agents                                  21
               12.3 Binding Effect of Decisions             22
               12.4 Indemnity of Committee                  22
               12.5 Employer Information                    22

     ARTICLE 13     Other Benefits and Agreements           22
               13.1 Coordination with Other Benefits        22
<PAGE>
     ARTICLE 14     Claims Procedures                       22
               14.1 Presentation of Claim                   22
               14.2 Notification of Decision                22
               14.3 Review of a Denied Claim                23
               14.4 Decision on Review                      23
               14.5 Legal Action                            24
     
     ARTICLE 15     Trust                                   24
               15.1 Establishment of the Trust              24
               15.2 Interrelationship of the Plan and the 
                    Trust                                   24
               15.3 Distributions From the Trust            24
               15.4 Stock Transferred to the Trust          24

     ARTICLE 16     Miscellaneous                           24
               16.1 Status of Plan                          24
               16.2 Unsecured General Creditor              24
               16.3 Employer's Liability                    25
               16.4 Nonassignability                        25
               16.5 Not a Contract of Employment            25
               16.6 Furnishing Information                  25
               16.7 Terms                                   25
               16.8 Captions                                25
               16.9 Governing Law                           26
               16.10 Notice                                 26
               16.11 Successors                             26
               16.12 Spouse's Interest                      26
               16.13 Validity                               26
               16.14 Incompetent                            26
               16.15 Court Order                            27
               16.16 Distribution in the Event of Taxation  27
               16.17 Insurance                              27
               16.18 Legal Fees to Enforce Rights After 
                     Change in Control                      27
       
<PAGE>
   
          McWHORTER TECHNOLOGIES, INC.
          DEFERRED COMPENSATION PLAN
          Effective October 1, 1996
 
                  Purpose

     The purpose of this Plan is to provide 
specified benefits to a select group of
management or highly compensated Employees who
contribute materially to the continued growth,
development and future business success of
McWhorter Technologies, Inc., a Delaware
corporation, and its subsidiaries, if any, that
sponsor this Plan.  This Plan shall be unfunded
for tax purposes and for purposes of Title I of
ERISA.

                  ARTICLE 1
                 Definitions

     For purposes of this Plan, unless
otherwise clearly apparent from the context, the
following phrases or terms shall have the
following indicated meanings:

     1.1   "Account Balance" shall mean, with
respect to a Participant, a credit on the
records of the Employer equal to the sum of (i)
the Base Annual Salary Account balance, (ii) the
Annual Bonus Account balance, (iii) the
Restricted Stock Account balance, (iv) the Stock
Option Deferral Account balance and (v) the
Company Contribution Account balance.  The
Account Balance, and each other specified
account balance, shall be a bookkeeping entry
only and shall be utilized solely as a device
for the measurement and determination of the
amounts to be paid to a Participant, or his or
her designated Beneficiary, pursuant to this
Plan. 

     1.2   "Annual Bonus" shall mean any
compensation, in addition to Base Annual Salary,
relating to services performed during any
calendar year payable to a Participant as an
Employee under any Employer's annual bonus and
cash incentive plans, excluding restricted stock
and stock options. 

     1.3   "Annual Bonus Amount" shall mean
that portion of a Participant's Annual Bonus
that a Participant elects to have, and is
deferred, in accordance with Section 3.5, for
any one Plan Year.  In the event of a
Participant's Retirement, Disability (if
deferrals cease in accordance with Section 8.1),
death or a Termination of Employment prior to
the end of a Plan Year, such year's Annual Bonus
Amount shall be the actual amount withheld prior
to such event. 

     1.4   "Annual Bonus Account" shall mean
(i) the sum of all of a Participant's Annual
Bonus Amounts, plus (ii) amounts
credited/debited in accordance with all the
applicable crediting/debiting provisions of this
Plan, less (iii) all distributions made to the
Participant or his or her Beneficiary pursuant
to this Plan that relate to his or her Annual
Bonus Account.

<PAGE>

     1.5    Annual Company Contribution Amount 
shall mean, with respect to a Participant for
any one Plan Year, the amount determined in
accordance with Section 3.6.

     1.6    Annual Discretionary Company
Contribution Amount  shall mean with respect to
a Participant for any one Plan Year, an amount
(if any) that the Employer, in its sole and
absolute discretion, elects to credit to the
Participant s Company Contribution Account under
this Plan.  The Employer is not required to
credit an Annual Discretionary Company
Contribution Amount under this Plan with respect
to any Participant or for any Plan Year.  The
Annual Discretionary Company Contribution Amount
credited to a Participant may be smaller or
larger than the amount credited to any other
Participant, may be smaller or larger than the
amount credited to that Participant for any
other Plan Year, and may be zero, even though
one or more Participants receive an Annual
Discretionary Company Contribution Amount for
that Plan Year.

     1.7     Annual ESOP Restoration Amount 
shall mean with respect to a Participant for any
one Plan Year, an amount calculated by the
Employer, that the Employer, in its sole and
absolute discretion, may elect to credit to the
Participant s Company Contribution Account under
this Plan, equal to the product of (x) the
difference between (i) the Participant s
compensation (as that term is defined in the
ESOP, without respect to any limitations set
forth therein) and (ii) the Limitation Amount
(as that term is defined in the ESOP, as in
effect for such calendar year) multiplied by (y)
a fraction, the numerator of which is equal to
the percentage contribution by the Employer
under the ESOP for such calendar year, and the
denominator of which is the average closing
price of one share of Stock on the New York
Stock Exchange for the last ten trading days of
the calendar year.

     1.8    Annual Excess 401(k) Match Amount 
shall mean with respect to a Participant for any
one Plan Year who elects to have contributions
to the 401(k) Plan contributed directly to this
Plan once the Participant contributes the
maximum amount possible under the 401(k) Plan,
an amount calculated by the Employer, that the
Employer, in its sole and absolute discretion,
may elect to credit to the Participant s Company
Contribution Account under this Plan, equal to
the difference between the Company matching
contribution under the 401(k) Plan for that
calendar year and what the Company matching
contribution under the 401(k) Plan would have
been but for the compensation limitation under
Section 401(a)(17) of the Code and the
limitation on exclusion for excess deferrals
under Section 402(g) of the Code .

     1.9    Annual Restricted Stock Amount 
shall mean, with respect to a Participant for
any one Plan Year, the value of unvested
restricted stock under any McWhorter
Technologies, Inc. stock incentive plan,
deferred in accordance with Section 3.7 of this
Plan.

     1.10   Annual Stock Option Deferral Amount 
shall mean, with respect to a Participant for
any one Plan Year, the amount of Qualifying
Gains deferred on a Qualified Stock Option
exercise in accordance with Section 3.8 of this
Plan, calculated for each exercise during the
Plan Year using the closing price of Stock as of
the end of the business day closest to the date
of the relevant Qualified Stock Option exercise.

<PAGE>

     1.11  "Base Annual Salary" shall mean the
annual cash compensation relating to services
performed during any calendar year, excluding
bonuses, commissions, overtime, fringe benefits,
stock options, relocation expenses, incentive
payments, non-monetary awards, directors fees
and other fees, automobile and other allowances
paid to a Participant for employment services
rendered (whether or not such allowances are
included in the Employee s gross income).  Base
Annual Salary shall be calculated before
reduction for compensation voluntarily deferred
or contributed by the Participant pursuant to
all qualified or non-qualified plans of any
Employer and shall be calculated to include
amounts not otherwise included in the
Participant's gross income under Code Sections
125, 402(e)(3), 402(h), or 403(b) pursuant to
plans established by any Employer; provided,
however, that all such amounts will be included
in compensation only to the extent that, had
there been no such plan, the amount would have
been payable in cash to the Employee. 

     1.12  "Base Annual Salary Account" shall
mean (i) the sum of all of a Participant's
Annual Base Salary Amounts, plus (ii) amounts
credited/debited in accordance with all the
applicable crediting/debiting provisions of this
Plan that relate to his or her Base Annual
Salary Account, less (iii) all distributions
made to the Participant or his or her
Beneficiary pursuant to this Plan that relate to
his or her Base Annual Salary Account. 

     1.13  "Base Annual Salary Amount" shall
mean that portion of a Participant's Base Annual
Salary that a Participant elects to have, and is
deferred, in accordance with Section 3.4, for
any one Plan Year.  In the event of a
Participant's Retirement, Disability (if
deferrals cease in accordance with Section 8.1),
death or a Termination of Employment prior to
the end of a Plan Year, such year's Base Annual
Salary Amount shall be the actual amount
withheld prior to such event.

     1.14  "Beneficiary" shall mean one or more
persons, trusts, estates or other entities,
designated in accordance with Article 9, that
are entitled to receive benefits under this Plan
upon the death of a Participant.

     1.15  "Beneficiary Designation Form" shall
mean the form established from time to time by
the Committee that a Participant completes,
signs and returns to the Committee to designate
one or more Beneficiaries.

     1.16  "Board" shall mean the board of
directors of the Company.

     1.17  "Change in Control" shall mean the
first to occur of any of the following events:

          (a)  Any "person" (as that term is
               used in Section 13 and 14(d)(2) of the
               Securities Exchange Act of 1934 ("Exchange
               Act")) becomes the beneficial owner (as that
               term is used in Section 13(d) of the Exchange
               Act), excluding the ESOP or other Company
               sponsored benefit plans, directly or indirectly,
               of 50% or more of the Company's capital stock
               entitled to vote in the election of directors;
<PAGE>
          (b)  During any period of not more
               than two consecutive years, not including any
               period prior to the adoption of this Plan,
               individuals who at the beginning of such period
               constitute the board of directors of the
               Company, and any new director (other than a
               director designated by a person who has entered
               into an agreement with the Company to effect a
               transaction described in clause (a), (c), (d) or
               (e) of this Section 1.17) whose election by the
               board of directors or nomination for election by
               the Company's stockholders was approved by a
               vote of at least three- fourths (3/4ths) of the
               directors then still in office who either were
               directors at the beginning of the period or
               whose election or nomination for election was
               previously so approved, cease for any reason to
               constitute at least a majority thereof; 

          (c)  The shareholders of the Company approve any consolidation 
               or merger of the Company, other than a consolidation or
               merger of the Company in which the holders of
               the common stock of the Company immediately
               prior to the consolidation or merger hold more
               than 50% of the common stock of the surviving
               corporation immediately after the consolidation or merger; 

          (d)  The shareholders of the Company approve any plan or proposal 
               for the liquidation or dissolution of the Company; or

          (e)  The shareholders of the Company approve the sale or 
               transfer of all or substantially all of the assets of 
               the Company to parties that are not within a "controlled
               group of corporations" (as defined in Code
               Section 1563) in which the Company is a member.
 
     1.18  "Claimant" shall have the meaning
set forth in Section 14.1.

     1.19  "Code" shall mean the Internal
Revenue Code of 1986, as it may be amended from
time to time.

     1.20  "Committee" shall mean the committee
described in Article 12.

     1.21  "Company" shall mean McWhorter
Technologies, Inc., a Delaware corporation, and
any successor to all or substantially all of the
Company s assets or business.

     1.22   Company Contribution Account  shall
mean the sum of the Participant s ESOP
Restoration Subaccount, the Participant s Excess
401(k) Match Subaccount and the Participant s
Discretionary Company Contribution Subaccount.

     1.23  "Deduction Limitation" shall mean
the following described limitation on a benefit
that may otherwise be distributable pursuant to
the provisions of this Plan.  Except as
otherwise provided, this limitation shall be
applied to all distributions that are "subject
to the Deduction Limitation" under this Plan. 
If an Employer determines in good faith prior to
a Change in Control that there is a reasonable
likelihood that any compensation paid to a
Participant for a taxable year of the Employer
would not be deductible by the Employer solely
by reason of the limitation under Code Section
162(m), then to the extent deemed 

<PAGE>

necessary by the Employer to ensure that the entire amount of
any distribution to the Participant pursuant to
this Plan prior to the Change in Control is
deductible, the Employer may defer all or any
portion of a distribution under this Plan.  Any
amounts deferred pursuant to this limitation
shall be credited/debited with amounts in
accordance with Section 3.10 below, even if such
amount is being paid out in installments.  The
amounts so deferred and amounts credited/debited
thereon shall be distributed to the Participant
or his or her Beneficiary (in the event of the
Participant's death) at the earliest possible
date, as determined by the Employer in good
faith, on which the deductibility of
compensation paid or payable to the Participant
for the taxable year of the Employer during
which the distribution is made will not be
limited by Section 162(m), or if earlier, upon
the effective date of a Change in Control. 
Notwithstanding anything to the contrary in this
Plan, the Deduction Limitation shall not apply
to any distributions made after a Change in
Control.

     1.24  "Disability" shall mean a period of
disability during which a Participant qualifies
for permanent disability benefits under the
Participant's Employer's long-term disability
plan, or, if a Participant does not participate
in such a plan, a period of disability during
which the Participant would have qualified for
permanent disability benefits under such a plan
had the Participant been a participant in such a
plan, as determined in the sole discretion of
the Committee.  If the Participant's Employer
does not sponsor such a plan, or discontinues to
sponsor such a plan, Disability shall be
determined by the Committee in its sole
discretion.

     1.25  "Disability Benefit" shall mean the
benefit set forth in Article 8.

     1.26   Discretionary Company Contribution
Subaccount  shall mean (i) the sum of the
Participant s Annual Discretionary Company
Contribution Amounts, plus (ii) amounts
credited/debited in accordance with the
applicable crediting/debiting provisions of this
Plan that relate to the Participants
Discretionary Company Contribution Subaccount,
less (iii) all distributions made to the
Participant or his or her Beneficiary pursuant
to this Plan that relate to the Participant s
Discretionary Company Contribution Subaccount.

     1.27  "Election Form" shall mean the form
established from time to time by the Committee
that a Participant completes, signs and returns
to the Committee to make an election under the
Plan.

     1.28  "Employee" shall mean a person who
is an employee of any Employer.

     1.29  "Employer(s)" shall mean the Company
and/or any of its subsidiaries (now in existence
or hereafter formed or acquired) that have been
selected by the Board to participate in the Plan
and have adopted the Plan as a sponsor.

     1.30  "ERISA" shall mean the Employee
Retirement Income Security Act of 1974, as it
may be amended from time to time. 

     1.31 ESOP  shall mean the McWhorter Technologies,
Inc. Employees  Stock Ownership Plan.

<PAGE>

     1.32   ESOP Restoration Subaccount  shall
mean (i) the sum of the Participant s Annual
ESOP Restoration Amounts, plus (ii) amounts
credited/debited in accordance with all the
applicable crediting/debiting provisions of this
Plan that relate to the Participant s ESOP
Restoration Subaccount, less (iii) all
distributions made to the Participant or his or
her Beneficiary pursuant to this Plan that
relate to the Participant s ESOP Restoration
Subaccount.

     1.33   Excess 401(k) Match Subaccount 
shall mean (i) the sum of the Participant s
Annual Excess 401(k) Match Amounts, plus (ii)
amounts credited/debited in accordance with all
the applicable crediting/debiting provisions of
this Plan that relate to the Participant s
Excess 401(k) Match Subaccount, less (iii) all
distributions made to the Participant or his or
her Beneficiary pursuant to this Plan that
relate to the Participant s Excess 401(k) Match
Subaccount.

     1.34 First Plan Year  shall mean the period
beginning October 1, 1996 and ending December 31, 1996.

     1.35 401(k) Plan  shall mean the McWhorter
Technologies, Inc. Employees  401(k) Savings Plan.

     1.36  "Participant" shall mean any
Employee (i) who is selected to participate in
the Plan, (ii) who elects to participate in the
Plan, (iii) who signs a Plan Agreement, an
Election Form and a Beneficiary Designation
Form, (iv) whose signed Plan Agreement, Election
Form and Beneficiary Designation Form are
accepted by the Committee, (v) who commences
participation in the Plan, and (vi) whose Plan
Agreement has not terminated.  A spouse or
former spouse of a Participant shall not be
treated as a Participant in the Plan or have an
account balance under the Plan, even if he or
she has an interest in the Participant's
benefits under the Plan as a result of
applicable law or property settlements resulting
from legal separation or divorce.

     1.37  "Plan" shall mean the Company's
Deferred Compensation Plan, which shall be
evidenced by this instrument and by each Plan
Agreement, as they may be amended from time to
time.

     1.38  "Plan Agreement" shall mean a
written agreement, as may be amended from time
to time, which is entered into by and between an
Employer and a Participant.  Each Plan Agree
ment executed by a Participant and the
Participant s Employer shall provide for the
entire benefit to which such Participant is
entitled under the Plan; should there be more
than one Plan Agreement, the Plan Agreement
bearing the latest date of acceptance by the
Employer shall supersede all previous Plan
Agreements in their entirety and shall govern
such entitlement.  The terms of any Plan
Agreement may be different for any Participant,
and any Plan Agreement may provide additional
benefits not set forth in the Plan or limit the
benefits otherwise provided under the Plan;
provided, however, that any such additional
benefits or benefit limitations must be agreed
to by both the Employer and the Participant.

<PAGE>

     1.39  "Plan Year" shall, except for the
First Plan Year, mean a period beginning on
January 1 of each calendar year and continuing
through December 31 of such calendar year.

     1.40  "Pre-Retirement Survivor Benefit"
shall mean the benefit set forth in Article 6.

     1.41   Qualified Stock Option  shall mean
one or more non- qualified stock option(s)
selected by the Committee in its sole discretion
and exercisable under any McWhorter
Technologies, Inc. stock incentive plan
permitting a Participant under this Plan to
defer gain with respect to such option.

     1.42    Qualifying Gain  shall mean the
value accrued upon exercise of a Qualified Stock
Option (i) using a Stock-for- Stock payment
method and (ii) having an aggregate fair market
value in excess of the total Stock purchase
price necessary to exercise the option.  In
other words, the Qualifying Gain upon exercise
of a Qualified Stock Option equals the total
market value of the shares (or share equivalent
units) acquired minus the total stock  purchase
price.  For example, assume a Participant elects
to defer  the Qualifying Gain accrued upon
exercise of a Qualified Stock Option to purchase
1000 shares of Stock at an exercise price of $20
per share, when Stock has a current fair market
value of $25 per share.  Using the
Stock-for-Stock payment method, the Participant
would deliver 800 shares of Stock (worth
$20,000) to actually exercise the Qualified
Stock Option and receive, in return, 800 shares
of Stock plus a Qualifying Gain (in this case,
in the form of an unfunded and unsecured promise
to pay money or property in the future) equal to
$5,000 (i.e., the current value of the remaining
200 shares of Stock).

     1.43    Restricted Stock  shall mean
unvested shares of restricted stock selected by
the Committee in its sole discretion and awarded
to the Participant under any McWhorter
Technologies, Inc. stock incentive plan.

     1.44   Restricted Stock Account  shall
mean (i) the sum of the Participant s Annual
Restricted Stock Amounts, plus (ii) amounts
credited/debited in accordance with all the
applicable crediting/debiting provisions of this
Plan that relate to the Participant s Restricted
Stock Account, less (iii) all distributions made
to the Participant or his or her Beneficiary
pursuant to this Plan that relate to the
Participant s Restricted Stock Account.

     1.45  "Retirement", "Retire(s)" or
"Retired" shall mean, with respect to an
Employee, severance from employment from all
Employers for any reason other than a leave of
absence, death or Disability on or after the
earlier of the attainment of (a) age sixty-five
(65) or (b) age fifty-five (55) with ten (10)
Years of Service.

     1.46  "Retirement Benefit" shall mean the
benefit set forth in Article 5.

     1.47  "Short-Term Payout" shall mean the
payout set forth in Section 4.1.

     1.48   Stock  shall mean McWhorter
Technologies, Inc. common stock, $0.01 par
value, or any other equity securities of the
Company designated by the Committee.

<PAGE>

     1.49    Stock Option Deferral Account 
shall mean the sum of (i) the Participant s
Annual Stock Option Deferral Amounts, plus (ii)
amounts credited/debited in accordance with all
the applicable crediting/debiting provisions of
this Plan that relate to the Participant s Stock
Option Deferral Account, less (iii) all
distributions made to the Participant or his or
her Beneficiary pursuant to this Plan that
relate to the Participant s Stock Option
Deferral Account.

     1.50  "Termination Benefit" shall mean the
benefit set forth in Article 7.

     1.51  "Termination of Employment" shall
mean the severing of employment with all
Employers, voluntarily or involuntarily, for any
reason other than Retirement, Disability, death
or an authorized leave of absence.

     1.52  "Trust" shall mean the trust
established pursuant to that certain Master
Trust Agreement, dated as of ________ 1, 199_
between the Company and the trustee named
therein, as amended from time to time.

     1.53  "Years of Service" shall mean the
total number of full years in which a
Participant has been employed by one or more
Employers.  For purposes of this definition, a
year of employment shall be a 365 day period (or
366 day period in the case of a leap year) that,
for the first year of employment, commences on
the Employee's date of hiring and that, for any
subsequent year, commences on an anniversary of
that hiring date.  Any partial year of
employment shall not be counted.

                       ARTICLE 2
         Selection, Enrollment, Eligibility

     2.1   Selection by Committee. 
Participation in the Plan shall be limited to a
select group of management or highly compensated
Employees of the Employers, as determined by the
Committee in its sole discretion.  From that
group, the Committee shall select, in its sole
discretion, Employees to participate in the
Plan.
     2.2   Enrollment Requirements.  As a
condition to participation, each selected
Employee shall complete, execute and return to
the Committee a Plan Agreement, an Election Form
and a Beneficiary Designation Form, all within
the later of (a) September 27, 1996 or (b) 30
days after he or she is selected to participate
in the Plan.  In addition, the Committee shall
establish from time to time such other
enrollment requirements as it determines in its
sole discretion are necessary.
     2.3   Eligibility; Commencement of
Participation.  Provided an Employee selected to
participate in the Plan has met all enrollment
requirements set forth in this Plan and required
by the Committee, including returning all
required documents to the Committee within the
specified time period, that Employee shall
commence participation in the Plan on the first
day of the month following the month in which
the Employee completes all enrollment
requirements.  If an Employee fails to meet all
such requirements within the 

<PAGE>

period required in accordance with Section 2.2, that Employee shall
not be eligible to participate in the Plan until
the first day of the Plan Year following the
delivery to and acceptance by the Committee of
the required documents.

     2.4   Termination of Participation and/or
Deferrals.  If the Committee determines in good
faith that a Participant no longer qualifies as
a member of a select group of management or
highly compensated employees, as membership in
such group is determined in accordance with
Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA, the Committee shall have the right, in
its sole discretion, to (i) terminate any
deferral election the Participant has made for
the remainder of the Plan Year in which the
Participant's membership status changes, (ii)
prevent the Participant from making future
deferral elections and/or (iii) immediately
distribute the Participant's then Account
Balance as a Termination Benefit and terminate
the Participant's participation in the Plan.

                         ARTICLE 3
                Deferral Commitments/Company
           Contributions/Crediting/Debiting/Taxes

     3.1   Minimum Deferral.
          (a)  Minimum.  For each Plan Year,
               a Participant may elect to defer, as his or her
               Base Annual Salary Amount or Annual Bonus
               Amount, Base Annual Salary and/or Annual Bonus
               in the following minimum amounts:

<TABLE>

               Deferral                             Minimum
                                                     Amount
                 <C>                                  <C>
               Base Annual Salary                    $2,000
               Annual Bonus                          $2,000

</TABLE>

              If any election is made for less than the stated minimum 
              amounts, or if no election is made for a Plan Year, the amount
              deferred for such Plan Year shall be zero.

          (b)  Short Plan Year.  Notwithstanding the foregoing, 
               in the case of the First Plan Year, or if a Participant 
               first becomes a Participant after the first day of a
               Plan Year, the minimum Base Annual Salary
               deferral shall be an amount equal to the minimum
               set forth above, multiplied by a fraction, the
               numerator of which is the number of complete
               months remaining in the Plan Year and the
               denominator of which is 12.

          (c)  Stock Option Deferral Amount. For each Qualified Stock Option, 
               a Participant may elect to defer, as his or her Stock Option
               Deferral Amount, the following minimum
               percentage of the Qualifying Gain with respect
               to such Qualified Stock Option:

<TABLE>

               Deferral                       Minimum
                 <S>                            <C>
               Qualifying Gain                  10%

</TABLE>
<PAGE>
               provided, however, that the Annual
               Stock Option Deferral Amount shall be no less
               than the lesser of $20,000 or 100% of the Qualifying Gain.

          (d)  Restricted Stock Amount.  For Restricted Stock, a Participant 
               may elect to defer, as his or her Restricted Stock Amount,
               the following minimum percentage of the
               Participant s Restricted Stock:

<TABLE>

                   Deferral                Minimum
                      <C>                    <S>                                  
               Restricted Stock              10%
</TABLE>
              provided, however, that the Annual Restricted Stock 
              Amount shall be no less than the lesser of $20,000 or 
              100% of the Participant's Restricted Stock.

     3.2   Maximum Deferral

          (a)  Maximum. For each Plan Year, a Participant may 
               elect to defer, as his or her Base Annual Salary and 
               Annual Bonus Amounts, Base Annual Salary and Annual 
               Bonus up to the following maximum percentages:
<TABLE>
                     Deferral                 Maximum
                                               Amount
                       <S>                       <C>
                 Base Annual Salary              50%
                 Annual Bonus                   100%

</TABLE>

          (b)  Notwithstanding the foregoing, in the case of the 
               First Plan Year, or if a Participant first becomes 
               a Participant after the first day of a Plan Year, 
               the maximum annual deferral, with respect to Base 
               Annual Salary and Annual Bonus shall be limited to 
               the amount of compensation not yet earned by the 
               Participant as of the date the Participant submits 
               a Plan Agreement and Election Form to the Committee for
               acceptance.

          (c)  For each Qualified Stock Option, a Participant 
               may elect to defer, as his or her Stock Option 
               Deferral Amount, Qualifying Gain with respect to 
               such Qualified Stock Option up to the following 
               maximum percentage:

<TABLE>
                     Deferral             Maximum 
                                          Percentage
                       <S>                   <C>
                   Qualifying Gain          100%
</TABLE>

          (d)  Stock Option Deferral Amounts
               may also be limited by other terms or conditions
               set forth in the McWhorter Technologies, Inc.
               stock incentive plan or the agreement under
               which such Qualified Stock Option is granted.  
 
          (e)  A Participant may elect to defer up to 100% of his or her 
               Restricted Stock.

<PAGE>
     3.3   Election to Defer; Effect of Election Form.

          (a)  First Plan Year.  In connection with 
               a Participant's commencement of
               participation in the Plan, the Participant shall
               make an irrevocable deferral election for the
               Plan Year in which the Participant commences
               participation in the Plan, along with such other
               elections as the Committee deems necessary or
               desirable under the Plan.  For these elections
               to be valid, the Election Form must be completed
               and signed by the Participant, timely delivered
               to the Committee in accordance with Section 2.2,
               and accepted by the Committee.

          (b)  Subsequent Plan Years.  For each succeeding Plan Year, 
               an irrevocable deferral election for that Plan Year, 
               and such other elections as the Committee deems necessary
               or desirable under the Plan, shall be made by
               timely delivering to the Committee, in
               accordance with its rules and procedures, before
               the end of the Plan Year preceding the Plan Year
               for which the election is made, a new Election
               Form. If no such Election Form is timely
               delivered for a Plan Year, the Base Annual
               Salary Amount and Annual Bonus Amount shall be
               zero for that Plan Year.

          (c)  Stock Option Deferral. For an
               election to defer gain upon a Qualified Stock
               Option exercise to be valid: (i) a separate
               irrevocable Election Form must be completed and
               signed by the Participant with respect to the
               Qualified Stock Option; (ii) such Election Form
               must be timely delivered to the Committee and
               accepted by the Committee at least six (6)
               months prior to the date the Participant elects
               to exercise the Qualified Stock Option; (iii)
               the Qualifying Stock Option must be exercised
               using a  cashless  or  Stock-for-Stock  payment
               method; and (iv) the Stock constructively or
               actually delivered by the Participant to
               exercise the Qualifying Stock Option must have
               been owned by the Participant during the entire
               six (6) month period  prior to its delivery.

          (d)  Restricted Stock. For an
               election to defer Restricted Stock Amounts to be
               valid: (i) a separate irrevocable Election Form
               must be completed and signed by the Participant,
               with respect to such Restricted Stock; and (ii)
               such Election Form must be timely delivered to
               the Committee and accepted by the Committee at
               least six (6) months prior to the date such
               Restricted Stock vests under the terms of the
               McWhorter Technologies, Inc. stock incentive plan.

     3.4   Base Annual Salary Amount.  For each
           Plan Year, the Base Annual Salary Amount shall
           be withheld from each regularly scheduled Base
           Annual Salary payroll in equal amounts, as
           adjusted from time to time for increases and
           decreases in Base Annual Salary.

     3.5   Annual Bonus Amount.  For each Plan
           Year, the Annual Bonus Amount shall be withheld
           at the time the Annual Bonus is or otherwise
           would be paid to the Participant, whether or not
           this occurs during the Plan Year itself.
<PAGE>

     3.6   Annual Company Contribution Amount. 
Except as otherwise provided in this Section
3.6, for each Plan Year, an Employer shall
credit an amount to each Participant s Company
Contribution Account under this Plan, which
amount shall be equal to the sum of (i) the
Participant s Annual Excess 401(k) Match Amount,
plus (ii) the Participant s Annual ESOP
Restoration Benefit Amount and (iii) the
Discretionary Company Contribution Amount.  The
Annual Company Contribution Amount shall be
credited/debited as of the last day of the Plan
Year.  If a Participant is not employed by an
Employer as of the last day of a Plan Year other
than by reason of his or her Retirement or
death, the Annual Company Contribution Amount
shall be zero. 

     3.7   Restricted Stock Amount.  Subject to
any terms and conditions imposed by the
Committee, Participants may elect to defer,
under the Plan, Restricted Stock Amounts. 
Restricted Stock Amounts shall be
credited/debited to the Participant on the books
of the Employer in connection with such an
election at the time the Restricted Stock would
otherwise vest under the terms of the McWhorter
Technologies, Inc. stock incentive plan, but for
the election to defer.

     3.8   Stock Option Deferral Amount. 
Subject to any terms and conditions imposed by
the Committee, Participants may elect to defer,
under the Plan, Qualifying Gains attributable to
a Qualified Stock Option exercise.  Stock Option
Deferral Amounts shall be credited/debited to
the Participant on the books of the Employer at
the time Stock would otherwise have been
delivered to the Participant pursuant to the
Qualified Stock Option exercise, but for the
election to defer.

     3.9   Vesting.  

          (a)  A Participant shall at all
               times be 100% vested in his or her Base Annual
               Salary Account, Annual Bonus Account, Restricted
               Stock Account and Stock Option Deferral Account. 

          (b)  A Participant shall be vested
               in his or her Company Contribution Account in
               accordance with the following schedule:

<TABLE>
                Years of Service on Date         Vested Percentage of 
               of Termination of Employment   Company Contribution Account
                         <S>                            <C>
                   Less than 5 years                     0%
                    5 years or more                    100%

          (c)  Notwithstanding anything to the contrary contained in 
               this Section 3.9, in the event of (i) a Change in Control, 
               (ii) death while an Employee, (iii) Disability, (iv)
               Termination of Employment after the Participant's 60th 
               birthday, or (v) the Participant s 65th
               birthday, a Participant s Company Contribution
               Account shall immediately become 100% vested.

          (d)  Notwithstanding subsection (c) above, the vesting 
               schedule for a Participant's Company Contribution 
               Account shall not be accelerated to the extent that the 

<PAGE>
               Committee determines that such acceleration would cause
               the deduction limitations of Section 280G of the
               Code to become effective.  In the event that all
               of a Participant's Company Contribution Account
               is not vested pursuant to such a determination,
               the Participant may request independent
               verification of the Committee s calculations
               with respect to the application of Section 280G. 
               In such case, the Committee must provide to the
               Participant within 15 business days of such a
               request an opinion from a nationally recognized
               accounting firm selected by the Participant (the 
               Accounting Firm ).  The opinion shall state the
               Accounting Firm s opinion that any limitation in
               the vested percentage hereunder is necessary to
               avoid the limits of Section 280G and contain
               supporting calculations.  The cost of such
               opinion shall be paid for by the Company.

     3.10   Crediting/Debiting of Account
Balances Prior to Distribution.  In accordance
with, and subject to, the rules and procedures
that are established from time to time by the
Committee, in its sole discretion, amounts shall
be credited or debited to a Participant's
Account Balance prior to any distribution of
benefits under Articles 4, 5, 6, 7 or 8 in
accordance with the following rules:

          (a)  Measurement Funds.  As provided below, 
               the Participant s Account
               Balance shall be deemed invested in one or more
               of the following measurement funds (the
               "Measurement Funds") for the purpose of
               crediting/debiting additional amounts to his or
               her Account Balance:

               (i)  Moody s Bond Index Measurement Fund.  Amounts 
                    deemed invested in the Moody s Bond Index Measurement 
                    Fund shall be credited with interest at 100% of the 
                    Moody's Crediting Rate.  The Moody s Crediting Rate for
                    a Plan Year shall be a fixed rate, stated as an
                    annual rate, determined and announced by the
                    Committee before the Plan Year for which it is
                    to be used that  (i) is published in Moody s
                    Bond Record under the heading of  Moody s
                    Corporate Bond Yield Averages -- Av. Corp. and
                    (ii) is equal to the average corporate bond
                    yield calculated for the month of October that
                    immediately precedes the Plan Year for which the
                    rate is to be used.

               (ii) Company Stock Measurement Fund.  Amounts deemed 
                    invested in the Company Stock Measurement Fund 
                    shall be credited or debited, based on the performance 
                    of the Company s common stock, as if 100% of any
                    such amounts had been invested in Stock, with
                    any dividends declared on such Stock deemed to
                    be reinvested in additional Stock.

          (b)  Measurement Funds for Base Annual Salary Account, 
               Annual Bonus Account, Discretionary Company Contribution 
               Subaccount and Excess 401(k) Match Subaccount.  A
               Participant's Base Annual Salary Account, Annual
               Bonus Account, Discretionary Company
               Contribution Subaccount and Excess 401(k) 

<PAGE>
               Match Subaccount shall be deemed invested in the Moody's 
               Bond Index Fund at all times prior to any distribution 
               of benefits under Articles 4, 5, 6, 7 or 8.

          (c)  Measurement Funds for Stock Option Deferral Account, 
               Restricted Stock Account and ESOP Restoration Subaccount.  
               A Participant s Stock Option Deferral Account
               balance, Restricted Stock Account balance and
               ESOP Restoration Subaccount balance shall be
               deemed invested in the Company Stock Measurement
               Fund at all times prior to any distribution of
               benefits under Articles 4, 5, 6, 7 or 8.

          (c)  Crediting or Debiting Method. The performance of each 
               Measurement Fund (either positive or negative) will be 
               determined by the
               Committee, in its sole discretion, based on the
               performance of the Measurement Funds themselves. 
               A Participant's Account Balance shall be
               credited or debited on a monthly basis based on
               the performance of each Measurement Fund, as
               determined by the Committee in its sole
               discretion, as though  (i) the Annual Base
               Annual Salary Amounts were invested no later
               than the close of business on the first business
               day of the month after the month in which such
               amounts are actually deferred from the
               Participant's Base Annual Salary through
               reductions in his or her payroll;  (ii) the
               Annual Company Contribution Amounts were
               invested as of the close of business on the last
               business day of the Plan Year;  (iii) the Annual
               Bonus, Annual Restricted Stock Amount and Annual
               Stock Option Deferral Amounts were invested as
               of the first day of the month after the month in
               which such amounts would have been received by
               the Participant but for the election to defer;
               and (iv) any distribution made to a Participant
               that decreases such Participant's Account
               Balance ceased being invested in the Measurement
               Fund(s) no earlier than the last day of the
               month prior to the month of the distribution, at
               the closing price on such date. 

     3.11  No Actual Investment. Notwithstanding any other 
provision of this Plan that may be interpreted to 
the contrary, the Measurement Funds are to be used 
for measurement purposes only, and the allocation to his or her
Account Balance to such Measurement Fund(s), the
calculation of additional amounts and the
crediting or debiting of such amounts to a
Participant's Account Balance shall not be
considered or construed in any manner as an
actual investment of his or her Account Balance
in any such Measurement Fund(s).  In the event
that the Company or the Trustee (as that term is
defined in the Trust), in its own discretion,
decides to invest funds in any or all of the
Measurement Funds, no Participant shall have any
rights in or to such investments themselves. 
Without limiting the foregoing, a Participant's
Account Balance shall at all times be a
bookkeeping entry only and shall not represent
any investment made on his or her behalf by the
Company or the Trust; the Participant shall at
all times remain an unsecured creditor of the
Company.

     3.12   Interest Crediting for Installment
Distributions.  If a Participant s benefits
under this Plan are to be paid in substantially
equal monthly installments, such payments shall
be determined by amortizing the Participant s
specified benefit over the number of months
elected, using the interest rate specified below
and treating the first installment payment as
all principal and each subsequent installment
payment, first as interest accrued for the

<PAGE>

applicable installment period on the unpaid
Account Balance and second as a reduction in the
Account Balance.  The interest rate to be used
to calculate installment payment amounts shall
be a fixed interest rate that is determined by
averaging 100% of the Moody s Rates for the Plan
Year in which installment payments commence and
the two (2) preceding Plan Years.  This rate
shall be treated as the nominal rate for making
such calculations.  If a Participant has
completed fewer than three (3) Years of Plan
Participation, this average shall be determined
using 100% of the Moody s Rates for the Plan
Years during which the Participant participated
in the Plan.
     
     3.13   FICA, Withholding and Other Taxes. 
For each Plan Year in which a Base Annual Salary
or Annual Bonus Amount is being withheld or an
Annual Company Contribution Amount, Annual
Restricted Stock Amount or Annual Stock Option
Deferral Amount is credited to a Participant,
the Participant's Employer(s) shall withhold
from that portion of the Participant's Base
Annual Salary or Annual Bonus that is not being
deferred, in a manner determined by the
Employer(s), the Participant's share of FICA and
other employment taxes.  If necessary, the
Committee shall reduce the Base Annual Salary
Amount, Annual Bonus Amount, Restricted Stock
Amount, Stock Option Deferral Amount or Company
Contribution Amount in order to comply with this
Section 3.13.  In addition, the Participant's
Employer(s) or the Trust shall withhold from any
payments made to a Participant under this Plan
all federal, state and local income, employment
and other taxes required to be withheld in
connection with such payments, in amounts and in
a manner to be determined in the sole discretion
of the Employer(s) or the Trust.

     3.14   Sources of Stock: Limitation on
Amount of Stock- Denominated Deferrals.  If
amounts are credited under the Plan in the Trust
in connection with a deferral of Qualifying
Gains or Restricted Stock, the amounts so
credited shall be deemed to have originated
under such other plan, program or arrangement. 
The number of shares of Restricted Stock or
Qualified Stock Options elected in connection
with such deferral shall be counted against the
total number of shares reserved under such other
plan, program or arrangement.  

                   ARTICLE 4
   Short-Term Payout; Withdrawal Election

     4.1   Short-Term Payout.  In connection
with each election to defer a Base Annual Salary
Amount or Annual Bonus Amount, a Participant may
irrevocably elect to receive a future
"Short-Term Payout" from the Plan with respect
to that Base Annual Salary Amount or Annual
Bonus Amount.  Subject to the Deduction
Limitation, the Short-Term Payout shall be a
lump sum payment in an amount that is equal to
the Base Annual Salary Amount or Annual Bonus
Amount plus amounts credited or debited in the
manner provided in Section 3.10 above on that
amount, determined at the time that the
Short-Term Payout becomes payable (rather than
the date of a Termination of Employment). 
Subject to the Deduction Limitation and the
other terms and conditions of this Plan, each
Short-Term Payout elected shall be paid within
60 days of the first day of any Plan Year
designated by the Participant that is (i) at
least three years after the last day of the Plan
Year in which the 

<PAGE>

Base Annual Salary Amount or
Annual Bonus Amount is actually deferred and
(ii) not later than the first day of the Plan
Year in which the Participant will attain age
sixty-five (65).  By way of example, if a three
year Short-Term Payout is elected for Base
Annual Salary Amounts that are deferred in the
Plan Year commencing January 1, 1997, the three
year Short-Term Payout would become payable
within 60 days of January 1, 2001.

     4.2   Other Benefits Take Precedence Over
Short-Term.  Should an event occur that triggers
a benefit under Articles 5, 6, 7 or 8, any Base
Annual Salary Amount or Annual Bonus Amount,
plus amounts credited or debited thereon, that
is subject to a Short-Term Payout election under
Section 4.1 shall not be paid in accordance with
Section 4.1 but shall be paid in accordance with
the other applicable Article.

     4.3   Withdrawal Election.  A Participant
(or, after a Participant s death, his or her
Beneficiary) may elect, at any time, to withdraw
all of his or her vested Account Balance,
calculated as if there had occurred a
Termination of Employment as of the day of the
election, less a withdrawal penalty equal to 10%
of such amount (the net amount shall be referred
to as the "Withdrawal Amount").  This election
can be made at any time, before or after
Retirement, Disability, death or Termination of
Employment, and whether or not the Participant
(or Beneficiary) is in the process of being paid
pursuant to an installment payment schedule.  If
made before Retirement, Disability or death, a
Participant's Withdrawal Amount shall be his or
her Account Balance calculated as if there had
occurred a Termination of Employment as of the
day of the election.  No partial withdrawals of
the Withdrawal Amount shall be allowed.  The
Participant (or his or her Beneficiary) shall
make this election by giving the Committee
written notice of the election in a form
determined from time to time by the Committee. 
The Participant shall be paid the Withdrawal
Amount within 60 days of his or her election. 
Once the Withdrawal Amount is paid, the
Participant's participation in the Plan shall
terminate and the Participant shall not become
re-eligible to participate in the Plan for a
period of at least three (3) years from such
date.  The payment of this Withdrawal Amount
shall not be subject to the Deduction
Limitation.
                  ARTICLE 5
              Retirement Benefit

     5.1   Retirement Benefit.  Subject to the
Deduction Limitation, a Participant who Retires
shall receive, as a Retirement Benefit, 100% of
his or her Account Balance.

     5.2   Payment of Retirement Benefit.  A
Participant, in connection with his or her
commencement of participation in the Plan, shall
elect on an Election Form to receive the
Retirement Benefit in a lump sum or 
installments over a period of 60, 120 or 180
months.  The Participant may annually change his
or her election to an allowable alternative
payout period by submitting a new Election Form
to the Committee, provided that any such
Election Form is submitted at least 1 year prior
to the Participant's Retirement and is accepted
by the Committee in its sole discretion.  The
Election Form most recently accepted by the
Committee shall govern the payout of the
Retirement Benefit.  If a Participant does not
make any election with respect to the payment of
the Retirement 

<PAGE>

Benefit, then such benefit shall
be payable in a lump sum.  The lump sum payment
shall be made, or installment payments shall
commence, no later than 60 days after the date
the Participant Retires.  Any payment made shall
be subject to the Deduction Limitation.

     5.3   Death Prior to Completion of
Retirement Benefit.  If a Participant dies after
Retirement but before the Retirement Benefit is
paid in full, the Participant's unpaid
Retirement Benefit payments shall continue and
shall be paid to the Participant's Beneficiary
(a) over the remaining number of months and in
the same amounts as that benefit would have been
paid to the Participant had the Participant
survived, or (b) in a lump sum, if requested by
the Beneficiary and allowed in the sole
discretion of the Committee, that is equal to
the Participant's unpaid remaining Account
Balance.
                ARTICLE 6
     Pre-Retirement Survivor Benefit

     6.1   Pre-Retirement Survivor Benefit. 
Subject to the Deduction Limitation, and except
as provided in Section 6.2 below, the
Participant's Beneficiary shall receive a
Pre-Retirement Survivor Benefit equal to the
Participant's Account Balance if the Participant
dies while employed by the Participant s
Employer.

     6.2   Payment of Pre-Retirement Survivor
Benefit.  The Pre- Retirement Survivor Benefit
shall be paid in a lump sum. The lump sum
payment shall be made no later than 60 days
after the date the Committee is provided with
proof that is satisfactory to the Committee of
the Participant's death.  Any payment made shall
be subject to the Deduction Limitation.

                    ARTICLE 7
                Termination Benefit

     7.1   Termination Benefit.  Subject to the
Deduction Limitation, the Participant shall
receive a Termination Benefit, which shall be
equal to the Participant's vested Account
Balance if a Participant experiences a
Termination of Employment prior to his or her
Retirement, death or Disability.

     7.2   Payment of Termination Benefit.  The
Participant s Termination Benefit shall be paid
in a lump sum. The lump sum payment shall be
made no later than 60 days after the date the
Committee is provided with proof that is
satisfactory to the Committee of the
Participant's death.  Any payment made shall be
subject to the Deduction Limitation.

<PAGE>

                ARTICLE 8
      Disability Waiver and Benefit

     8.1   Disability Waiver.
          (a)  Waiver of Deferral.  A
               Participant who is determined by the Committee
               to be suffering from a Disability shall be (i)
               excused from fulfilling that portion of the Base
               Annual Salary Amount and Annual Bonus Amount
               commitment that would otherwise have been
               withheld from a Participant's Base Annual Salary
               and Annual Bonus for the Plan Year during which
               the Participant first suffers a Disability and
               (ii) excused from fulfilling any existing
               unvested Restricted Stock or unexercised Stock
               Option Deferral Amount commitments.  During the
               period of Disability, the Participant shall not
               be allowed to make any additional deferral
               elections, but will continue to be considered a
               Participant for all other purposes of this Plan.
          (b)  Return to Work.  If a Participant returns to employment 
               with an Employer, after a Disability ceases, the
               Participant may elect to defer a Base Annual
               Salary Amount, Annual Bonus Amount, Restricted
               Stock Amount or Stock Option Amount for the Plan
               Year following his or her return to employment
               or service and for every Plan Year thereafter
               while a Participant in the Plan; provided such
               deferral elections are otherwise allowed and an
               Election Form is delivered to and accepted by
               the Committee for each such election in
               accordance with Section 3.3 above.

     8.2   Continued Eligibility; Disability Benefit.  A Participant 
suffering a Disability shall, for benefit purposes under this Plan,
continue to be considered to be employed and shall be eligible for the 
benefits provided for in Articles 4, 5, 6 or 7 in accordance with the
provisions of those Articles.  Notwithstanding the above, the Committee 
shall have the right to, in its sole and absolute discretion and for
purposes of this Plan only, and must in the case of a Participant who 
is otherwise ineligible to Retire, deem the Participant to have experienced
a Termination of Employment, or in the case of a Participant who is eligible 
to Retire, to have Retired, at any time (or in the case of a Participant 
who is eligible to Retire, as soon as practicable) after such Participant is
determined to be suffering a Disability, in which case the Participant shall 
receive a Disability Benefit equal to his or her Account Balance at the time 
of the Committee's determination; provided, however, that should the 
Participant otherwise have been eligible to Retire, he or she shall be paid 
in accordance with Article 5.  The Disability Benefit shall be paid in a 
lump sum within 60 days of the Committee s exercise of such right in the 
event the Participant was not otherwise eligible to Retire.  Any payment 
made shall be subject to the Deduction Limitation.

<PAGE>

                   ARTICLE 9
           Beneficiary Designation

     9.1   Beneficiary.  Each Participant shall
have the right, at any time, to designate his or
her Beneficiary(ies) (both primary as well as
contingent) to receive any benefits payable
under the Plan to a beneficiary upon the death
of a Participant.  The Beneficiary designated
under this Plan may be the same as or different
from the Beneficiary designation under any other
plan of an Employer in which the Participant
participates.

     9.2   Beneficiary Designation; Change;
Spousal Consent.  A Participant shall designate
his or her Beneficiary by completing and signing
the Beneficiary Designation Form, and returning
it to the Committee or its designated agent.  A
Participant shall have the right to change a
Beneficiary by completing, signing and otherwise
complying with the terms of the Beneficiary
Designation Form and the Committee's rules and
procedures, as in effect from time to time.  If
the Participant names someone other than his or
her spouse as a Beneficiary, a spousal consent,
in the form designated by the Committee, must be
signed by that Participant's spouse and returned
to the Committee.  Upon the acceptance by the
Committee of a new Beneficiary Designation Form,
all Beneficiary designations previously filed
shall be canceled.  The Committee shall be
entitled to rely on the last Beneficiary
Designation Form filed by the Participant and
accepted by the Committee prior to his or her
death.

     9.3   Acknowledgment.  No designation or
change in designation of a Beneficiary shall be
effective until received and acknowledged in
writing by the Committee or its designated
agent.

     9.4   No Beneficiary Designation.  If a
Participant fails to designate a Beneficiary as
provided in Sections 9.1, 9.2 and 9.3 above or,
if all designated Beneficiaries predecease the
Participant or die prior to complete
distribution of the Participant's benefits, then
the Participant's designated Beneficiary shall
be deemed to be his or her surviving spouse.  If
the Participant has no surviving spouse, the
benefits remaining under the Plan to be paid to
a Beneficiary shall be payable to the executor
or personal representative of the Participant's
estate.

     9.5   Doubt as to Beneficiary.  If the
Committee has any doubt as to the proper
Beneficiary to receive payments pursuant to this
Plan, the Committee shall have the right,
exercisable in its discretion, to cause the
Participant's Employer to withhold such payments
until this matter is resolved to the Committee's
satisfaction.

     9.6   Discharge of Obligations.  The
payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge
all Employers and the Committee from all further
obligations under this Plan with respect to the
Participant, and that Participant's Plan
Agreement shall terminate upon such full payment
of benefits.

<PAGE>

                  ARTICLE 10
               Leave of Absence

     10.1   Paid Leave of Absence.  If a
Participant is authorized by the Participant's
Employer for any reason to take a paid leave of
absence from the employment of the Employer, the
Partici pant shall continue to be considered
employed by the Employer and the Base Annual
Salary Amount or Annual Bonus Amount shall
continue to be withheld during such paid leave
of absence.

     10.2   Unpaid Leave of Absence.  If a
Participant is authorized by the Participant's
Employer for any reason to take an unpaid leave
of absence from the employment of the Employer,
the Participant shall continue to be considered
employed by the Employer and the Participant
shall be excused from making deferrals until the
earlier of the date the leave of absence expires
or the Participant returns to a paid employment
status.  Upon such expiration or return,
deferrals shall resume for the remaining portion
of the Plan Year in which the expiration or
return occurs, based on the deferral election,
if any, made for that Plan Year.  If no election
was made for that Plan Year, no deferral shall
be withheld.

                    ARTICLE 11
      Termination, Amendment or Modification

     11.1   Termination.  Although each Employer
anticipates that it will continue the Plan for
an indefinite period of time, there is no
guarantee that any Employer will continue the
Plan or will not terminate the Plan at any time
in the future.  Accordingly, each Employer
reserves the right to discontinue its
sponsorship of the Plan and/or to terminate the
Plan at any time with respect to any or all of
its participating Employees, by action of its
board of directors.  Upon the termination of the
Plan with respect to any Employer or
Participant, the Plan Agreements of the affected
Participants who are employed by that Employer
shall terminate and their Account Balances,
determined as if they had experienced a
Termination of Employment on the date of Plan
termination or, if Plan termination occurs after
the date upon which a Participant was eligible
to Retire, then with respect to that Participant
as if he or she had Retired on the date of Plan
termination, shall be paid to the Participants
as follows:  Prior to a Change in Control, if
the Plan is terminated with respect to all of
its Participants, an Employer shall have the
right, in its sole discretion, and
notwithstanding any elections made by the
Participant, to pay such benefits in a lump sum
or installments over up to 15 years, with
amounts credited and debited during the
installment period as provided in Section 3.11
herein.  If the Plan is terminated with respect
to less than all of its Participants, an
Employer shall be required to pay such benefits
in a lump sum.  After a Change in Control, the
Employer shall be required to pay such benefits
in a lump sum.  The termination of the Plan
shall not adversely affect any Participant or
Beneficiary who has become entitled to the
payment of any benefits under the Plan as of the
date of termination; provided however, that the
Employer shall have the right to accelerate
installment payments without a premium or
prepayment penalty by paying the Account Balance
in a lump sum or in installments using fewer
months (provided that the present value of all

<PAGE>

payments that will have been received by a
Participant at any given point of time under the
different payment schedule shall equal or exceed
the present value of all payments that would
have been received at that point in time under
the original payment schedule).

     11.2   Amendment.  Any Employer may, at any
time, amend or modify the Plan in whole or in
part with respect to that Employer by the action
of its board of directors; provided, however,
that no amendment or modification shall be
effective to decrease or restrict the value of a
Participant's Account Balance in existence at
the time the amendment or modification is made,
calculated as if the Participant had experienced
a Termination of Employment as of the effective
date of the amendment or modification, or, if
the amendment or modification occurs after the
date upon which the Participant was eligible to
Retire, the Participant had Retired as of the
effective date of the amendment or modification. 
The amendment or modification of the Plan shall
not affect any Participant or Beneficiary who
has become entitled to the payment of benefits
under the Plan as of the date of the amendment
or modification; provided, however, that the
Employer shall have the right to accelerate
installment payments by paying the Account
Balance in a lump sum or in installments using
fewer months (provided that the present value of
all payments that will have been received by a
Participant at any given point of time under the
different payment schedule shall equal or exceed
the present value of all payments that would
have been received at that point in time under
the original payment schedule).

     11.3   Plan Agreement.  Despite the
provisions of Sections 11.1 and 11.2 above, if a
Participant's Plan Agreement contains benefits
or limitations that are not in this Plan
document, the Employer may only amend or
terminate such provisions with the consent of
the Participant.

     11.4   Effect of Payment.  The full payment
of the applicable benefit under Section 4.4 or
Articles 5, 6, 7 or 8 of the Plan shall
completely discharge all obligations to a
Participant and his or her designated
Beneficiaries under this Plan and the
Participant's Plan Agreement shall terminate.

                 ARTICLE 12
               Administration

     12.1   Committee Duties.  This Plan shall
be administered by the Compensation Committee of
the Board, or such committee as the Board shall
appoint.  Members of the Committee may be
Participants under this Plan.  The Committee
shall also have the discretion and authority to
(i) make, amend, interpret, and enforce all
appropriate rules and regulations for the
administration of this Plan and (ii) decide or
resolve any and all questions including
interpretations of this Plan, as may arise in
connection with the Plan.  Any individual
serving on the Committee who is a Participant
shall not vote or act on any matter relating
solely to himself or herself. When making a
determination or calculation, the Committee
shall be entitled to rely on information
furnished by a Participant or the Company.

     12.2   Agents.  In the administration of
this Plan, the Committee may, from time to time,
employ agents and delegate to them such
administrative duties as it sees fit (including acting 

<PAGE>

through a duly appointed representative)
and may from time to time consult with counsel
who may be counsel to any Employer.

     12.3   Binding Effect of Decisions.  The
decision or action of the Committee with respect
to any question arising out of or in connection
with the administration, interpretation and
application of the Plan and the rules and
regulations promulgated hereunder shall be final
and conclusive and binding upon all persons
having any interest in the Plan.

     12.4   Indemnity of Committee.  All
Employers shall indemnify and hold harmless the
members of the Committee, and any Employee to
whom the duties of the Committee may be
delegated, against any and all claims, losses,
damages,  expenses or liabilities arising from
any action or failure to act with respect to
this Plan, except in the case of willful
misconduct by the Committee or any of its
members or any such Employee.

     12.5   Employer Information.  To enable the
Committee to perform its functions, each
Employer shall supply full and timely
information to the Committee on all matters
relating to the compensation of its
Participants, the date and circum stances of the
Retirement, Disability, death or Termination of
Employment of its Participants, and such other
pertinent information as the Committee may
reasonably require.

                   ARTICLE 13
         Other Benefits and Agreements

     13.1   Coordination with Other Benefits. 
The benefits provided for a Participant and
Participant's Beneficiary under the Plan are in
addition to any other benefits available to such
Participant under any other plan or program for
employees of the Participant's Employer.  The
Plan shall supplement and shall not supersede,
modify or amend any other such plan or program
except as may otherwise be expressly provided.

                   ARTICLE 14
               Claims Procedures

     14.1   Presentation of Claim.  Any
Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary
being referred to below as a "Claimant") may
deliver to the Committee a written claim for a
determination with respect to the amounts
distributable to such Claimant from the Plan. 
If such a claim relates to the contents of a
notice received by the Claimant, the claim must
be made within 60 days after such notice was
received by the Claimant.  All other claims must
be made within 180 days of the date on which the
event that caused the claim to arise occurred. 
The claim must state with particularity the
determination desired by the Claimant.

     14.2   Notification of Decision.  The
Committee shall consider a Claimant's claim
within a reasonable time, and shall notify the
Claimant in writing:

<PAGE>
          (a)  that the Claimant's requested
               determination has been made, and that the claim
               has been allowed in full; or

          (b)  that the Committee has reached
               a conclusion contrary, in whole or in part, to
               the Claimant's requested determination, and such
               notice must set forth in a manner calculated to
               be understood by the Claimant:

               (i)   the specific reason(s)
                     for the denial of the claim, or any part of it;
               (ii)  specific reference(s) to
                     pertinent provisions of the Plan upon which such
                     denial was based;
               (iii) a description of any
                     additional material or information necessary for
                     the Claimant to perfect the claim, and an
                     explanation of why such material or information
                     is necessary; and
               (iv)  an explanation of the
                     claim review procedure set forth in Section 14.3 below.

     14.3   Review of a Denied Claim.  Within 60
days after receiving a notice from the Committee
that a claim has been denied, in whole or in
part, a Claimant (or the Claimant's duly
authorized representative) may file with the
Committee a written request for a review of the
denial of the claim.  Thereafter, but not later
than 30 days after the review procedure began,
the Claimant (or the Claimant's duly authorized
representative):

          (a)  may review pertinent documents;
          (b)  may submit written comments or other documents; and/or
          (c)  may request a hearing, which the Committee, in its sole 
               discretion, may grant.

     14.4   Decision on Review.  The Committee
shall render its deci sion on review promptly,
and not later than 60 days after the filing of a
written request for review of the denial, unless
a hearing is held or other special circumstances
require additional time, in which case the
Committee's decision must be rendered within 120
days after such date.  Such decision must be
written in a manner calculated to be understood
by the Claimant, and it must contain:
          (a)  specific reasons for the decision;
          (b)  specific reference(s) to the pertinent Plan provisions upon 
               which the decision was based; and
          (c)  such other matters as the Committee deems relevant.

<PAGE>

     14.5   Legal Action.  A Claimant's
compliance with the foregoing provisions of this
Article 14 is a mandatory prerequisite to a
Claimant's right to commence any legal action
with respect to any claim for benefits under
this Plan.

                  ARTICLE 15
                    Trust

     15.1   Establishment of the Trust.  The
Company shall establish the Trust, and each
Employer shall at least annually transfer over
to the Trust such assets as the Employer
determines, in its sole discretion, are
necessary to provide, on a present value basis,
for its respective future liabilities created
with respect to the Base Annual Salary Amount or
Annual Bonus Amounts, Annual Company
Contribution Amounts, Annual Restricted Stock
Amounts and Annual Stock Option Deferral Amounts
for such Employer's Participants for all periods
prior to the transfer, as well as any debits and
credits to the Participants' Account Balances
for all periods prior to the transfer, taking
into consideration the value of the assets in
the trust at the time of the transfer.

     15.2   Interrelationship of the Plan and
the Trust.  The provisions of the Plan and the
Plan Agreement shall govern the rights of a
Participant to receive distributions pursuant to
the Plan.  The provisions of the Trust shall
govern the rights of the Employers, Participants
and the creditors of the Employers to the assets
transferred to the Trust.  Each Employer shall
at all times remain liable to carry out its
obligations under the Plan.

     15.3   Distributions From the Trust.  Each
Employer's obligations under the Plan may be
satisfied with Trust assets distributed pursuant
to the terms of the Trust, and any such
distribution shall reduce the Employer's
obligations under this Plan.

     15.4   Stock Transferred to the Trust. 
Notwithstanding any other provision of this
Plan, the      Plan Agreement(s) or the Trust, any
Stock transferred to the Trust in accordance
with      Sections 3.7 or 3.8 above shall not be
distributed or otherwise disposed of by the
Trustee   until at least 6 months after the
date such Stock is transferred to the Trust.
 
                   ARTICLE 16
                 Miscellaneous
 
     16.1   Status of Plan.  The Plan is
intended to be a plan that is not qualified
within the meaning of Code Section 401(a) and
that  is unfunded and is maintained by an
employer primarily for the purpose of providing
deferred compensation for a select group of
management or highly compensated employee 
within the meaning of ERISA Sections 201(2),
301(a)(3) and 401(a)(1).  The Plan shall be
administered and interpreted to the extent
possible in a manner consistent with that
intent.

     16.2   Unsecured General Creditor. 
Participants and their Beneficiaries, heirs,
successors and assigns shall have no legal or
equitable rights, interests or claims in any
property or assets 

<PAGE>

of an Employer.  For purposes of the payment of 
benefits under this Plan, any and all of an Employer's 
assets shall be, and remain, the general, unpledged 
unrestricted assets of the Employer.  An Employer's
obligation under the Plan shall be merely that
of an unfunded and unsecured promise to pay
money in the future.

     16.3   Employer's Liability.  An Employer's
liability for the payment of benefits shall be
defined only by the Plan and the Plan Agreement,
as entered into between the Employer and a
Participant.  An Employer shall have no
obligation to a Participant under the Plan
except as expressly provided in the Plan and his
or her Plan Agreement.

     16.4   Nonassignability.  Neither a
Participant nor any other person shall have any
right to commute, sell, assign, transfer,
pledge, anticipate, mortgage or otherwise
encumber, transfer, hypothecate, alienate or
convey in advance of actual receipt, the
amounts, if any, payable hereunder, or any part
thereof, which are, and all rights to which are
expressly declared to be, unassignable and
non-transferable.  No part of the amounts
payable shall, prior to actual payment, be
subject to seizure, attachment, garnishment or
sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed
by a Participant or any other person, nor be
transferable by operation of law in the event of
a Participant's or any other person's bankruptcy
or insolvency or be transferable to a spouse as
a result of a property settlement or otherwise.

     16.5   Not a Contract of Employment.  The
terms and conditions of this Plan shall not be
deemed to constitute a contract of employment
between any Employer and the Participant.  Such
employment is hereby acknowledged to be an "at
will" employment relationship that can be
terminated at any time for any reason, or no
reason, with or without cause, and with or
without notice, unless expressly provided in a
written employment agreement.  Nothing in this
Plan shall be deemed to give a Participant the
right to be retained in the service of any
Employer as an Employee or to interfere with the
right of any Employer to discipline or discharge
the Participant at any time.

     16.6   Furnishing Information.  A
Participant or his or her Beneficiary will
cooperate with the Committee by furnishing any
and all information requested by the Committee
and take such other actions as may be requested
in order to facilitate the administration of the
Plan and the payments of benefits hereunder,
including but not limited to taking such
physical examinations as the Committee may deem
necessary.

     16.7   Terms.  Whenever any words are used
herein in the masculine, they shall be construed
as though they were in the feminine in all cases
where they would so apply; and whenever any
words are used herein in the singular or in the
plural, they shall be construed as though they
were used in the plural or the singular, as the
case may be, in all cases where they would so
apply.

     16.8   Captions.  The captions of the
articles, sections and paragraphs of this Plan
are for convenience only and shall not control
or affect the meaning or construction of any of
its provisions.

<PAGE>

     16.9   Governing Law.  Subject to ERISA,
the provisions of this Plan shall be construed
and interpreted according to the internal laws
of the State of Illinois without regard to its
conflicts of laws principles.

     16.10  Notice.  Any notice or filing
required or permitted to be given to the
Committee under this Plan shall be sufficient if
in writing and hand-delivered, or sent by
registered or certified mail, to the address
below: 
           Director of Human Resources
           McWhorter Technologies, Inc.
           400 East Cottage Place
           Carpentersville, Illinois 60110

Such notice shall be deemed given as of
the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark on
the receipt for registration or certification.

Any notice or filing required or permitted
to be given to a Participant under this Plan
shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last
known address of the Participant.

     16.11  Successors.  The provisions of this
Plan shall bind and inure to the benefit of the
Participant's Employer and its successors and
assigns and the Participant and the
Participant's designated Beneficiaries.

     16.12  Spouse's Interest.  The interest in
the benefits hereunder of a spouse of a
Participant who has predeceased the Participant
shall automatically pass to the Participant and
shall not be transferable by such spouse in any
manner, including but not limited to such
spouse's will, nor shall such interest pass
under the laws of intestate succession.

     16.13  Validity.  In case any provision of
this Plan shall be illegal or invalid for any
reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan
shall be construed and enforced as if such
illegal or invalid provision had never been
inserted herein.

     16.14  Incompetent.  If the Committee
determines in its discretion that a benefit
under this Plan is to be paid to a minor, a
person declared incompetent or to a person
incapable of handling the disposition of that
person's property, the Committee may direct
payment of such benefit to the guardian, legal
representative or person having the care and
custody of such minor, incompetent or incapable
person.  The Committee may require proof of
minority, incompetence, incapacity or
guardianship, as it may deem appropriate prior
to distribution of the benefit.  Any payment of
a benefit shall be a payment for the account of
the Participant and the Participant's
Beneficiary, as the case may be, and shall be a
complete discharge of any liability under the
Plan for such payment amount.
     
<PAGE>

     16.15  Court Order.  The Committee is
authorized to make any payments directed by
court order in any action in which the Plan or
the Committee has been named as a party.  In
addition, if a court determines that a spouse or
former spouse of a Participant has an interest
in the Participant s benefits under the Plan in
connection with a property settlement or
otherwise, the Committee, in its sole
discretion, shall have the right,
notwithstanding any election made by a
Participant, to immediately distribute the
spouse's or former spouse's interest in the
Participant s benefits under the Plan to that
spouse or former spouse.

     16.16  Distribution in the Event of Taxation.
 
           (a)  In General.  If, for any
                reason, all or any portion of a Participant's
                benefits under this Plan becomes taxable to the
                Participant prior to receipt, a Participant may
                petition the Committee before a Change in
                Control, or the trustee of the Trust after a
                Change in Control, for a distribution of that
                portion of his or her benefit that has become
                taxable.  Upon the grant of such a petition,
                which grant shall not be unreasonably withheld
                (and, after a Change in Control, shall be
                granted), a Participant's Employer shall
                distribute to the Participant immediately
                available funds in an amount equal to the
                taxable portion of his or her benefit (which
                amount shall not exceed a Participant's unpaid
                Account Balance under the Plan).  If the
                petition is granted, the tax liability
                distribution shall be made within 90 days of the
                date when the Participant's petition is granted. 
                Such a distribution shall affect and reduce the
                benefits to be paid under this Plan.
          (b)   Trust.  If the Trust terminates in accordance 
                with Section 3.6(e) of the Trust and benefits are 
                distributed from the Trust to a Participant in 
                accordance with that Section, the Participant's 
                benefits under this Plan shall be reduced to the 
                extent of such distributions.

     16.17   Insurance.  The Employers, on their
own behalf or on behalf of the trustee of the
Trust, and, in their sole discretion, may apply
for and procure insurance on the life of the
Participant, in such amounts and in such forms
as the Trust may choose.  The Employers or the
trustee of the Trust, as the case may be, shall
be the sole owner and beneficiary of any such
insurance.  The Participant shall have no
interest whatsoever in any such policy or
policies, and at the request of the Employers
shall submit to medical examinations and supply
such information and execute such documents as
may be required by the insurance company or
companies to whom the Employers have applied for
insurance.

     16.18   Legal Fees To Enforce Rights After
Change in Control.  The Company and each
Employer is aware that upon the occurrence of a
Change in Control, the Board or the board of
directors of a Participant s Employer (which
might then be composed of new members) or a
shareholder of the Company or the Participant s
Employer, or of any successor corporation might
then cause or attempt to cause the Company, the
Participant's Employer or such successor to
refuse to comply with its obligations under the
Plan and might cause or attempt to cause the
Company or the Participant's Employer to
institute, or may institute, litigation seeking
to deny Participants the benefits intended under
the Plan.  In 

<PAGE>

these circumstances, the purpose
of the Plan could be frustrated.  Accordingly,
if, following a Change in Control, it should
appear to any Participant that the Company, the
Participant s Employer or any successor
corporation has failed to comply with any of its
obligations under the Plan or any agreement
thereunder or, if the Company, such Employer or
any other person takes any action to declare the
Plan void or unenforceable or institutes any
litigation or other legal action designed to
deny, diminish or to recover from any
Participant the benefits intended to be
provided, then the Company and the Participant s
Employer irrevocably authorize such Participant
to retain counsel of his or her choice at the
expense of the Company and the Participant s
Employer (who shall be jointly and severally
liable) to represent such Participant in
connection with the initiation or defense of any
litigation or other legal action, whether by or
against the Company, the Participant s Employer
or any director, officer, shareholder or other
person affiliated with the Company, the
Participant s Employer or any successor thereto
in any jurisdiction.

     IN WITNESS WHEREOF, the Company has signed this Plan document as of 
October 1, 1996.


                         McWhorter Technologies, Inc., a Delaware corporation
                         
                         By: /s/ Mia Igyarto 

                         Title: Director of Human Resources and Quality

</TABLE>