McWHORTER TECHNOLOGIES, INC.
                       1996 INCENTIVE STOCK PLAN

     1.   Purpose.  The 1996 Incentive Stock Plan (the "Plan") is
intended to provide incentives which will attract and retain highly competent
persons as officers, key employees and consultants of McWhorter Technologies,
Inc., a Delaware corporation (the "Company"), and its subsidiaries, by 
providing them opportunities to acquire shares of Common Stock of the Company
("Common Stock") or to receive monetary payments based on the value of such
shares pursuant to the Benefits described herein.

     2.   Administration.  The Plan will be administered by the
Compensation Committee of the Board of Directors of the Company or another
committee (the "Committee"), appointed by the Board from among its members
consisting of two or more non-employee Directors who shall meet the
requirements for "disinterested persons" as set forth in Securities and 
Exchange Commission Regulation Section 240.16b-3 ("Rule 16b-3") or any 
successor regulation.

     3.   Participants.  Participants will consist of such key employees
(including officers) and consultants of the Company or its subsidiaries as the
Committee in its sole discretion determines to be significantly responsible 
for the success and future growth and profitability of the Company and whom 
the Committee may designate from time to time to receive Benefits under the 
Plan. Designation of a participant in any year shall not require the 
Committee to designate such person to receive a Benefit in any other year or, 
once designated, to receive the same type or amount of Benefit as granted to 
the participant in any year.  The Committee shall consider such factors as it 
deems pertinent in selecting participants and in determining the type and 
amount of their respective Benefits.

     4.   Types of Benefits.  Benefits under the Plan ("Benefits") may
be granted in any one or a combination of (a) Incentive Stock Options; (b) Non-
qualified Stock Options; (c) Stock Appreciation Rights; (d) Stock Awards; and
(e) Tax-Offset Bonus Rights; all as described below.

     5.   Shares Reserved under the Plan.  There is hereby reserved for
issuance under the Plan an aggregate of 500,000 shares of Common Stock,
which may be authorized but unissued or treasury shares.  In addition, any
shares of Common Stock remaining available for Benefits under the Company's
1994 Stock Incentive Plan, as amended, (the "1994 Plan") on the date of the
1996 annual meeting of shareholders of the Company and any shares of
Common Stock subject to Benefits under the Company's 1994 Plan on such date
which thereafter lapse, expire or are terminated shall thereafter be 
available for Benefits hereunder.  All of such shares may, but need not, be 
issued pursuant to the exercise of Incentive Stock Options.  The maximum 
number of option shares which may be awarded to any participant in any fiscal 
year during the term of the Plan is 50,000 shares.  No more than 50,000 
shares may be issued as Stock Awards not based on performance goals during 
the term of the Plan.  Any shares subject to stock options or Stock 
Appreciation Rights or issued under such options or rights or as Stock Awards 
may thereafter be subject to new options, rights or awards 

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under this Plan if there is a lapse, expiration, termination or cancellation of 
any such options or rights prior to issuance of the shares or if shares are 
issued under such options or rights or as such awards, and thereafter are 
reacquired by the Company pursuant to rights reserved by the Company upon 
issuance thereof.

     6.   Stock Options.  Stock options shall consist of options to
purchase shares of Common Stock and shall be either incentive stock options
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended, or any successor legislation ("Incentive Stock Options") or non-
qualified stock options ("Non-qualified Stock Options") as determined by the
Committee.  The option price shall be not less than 100% of the fair market
value of the Common Stock on the date the option is granted.  Said purchase
price may be paid by check or, in the discretion of the Committee, by the
delivery (or certification of ownership) of shares of Common Stock of the
Company owned by the participant for a period of at least six months.  In the
discretion of the Committee, payment may also be made by delivering a
properly executed exercise notice to the Company, together with a copy of the
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds to pay the exercise price.  Non-qualified 
Stock Options shall be exercisable not earlier than six months and not later 
than fifteen years after the date they are granted and Incentive Stock 
Options shall be exercisable not earlier than six months and not later than 
ten years after the date they are granted.  In the event of termination of 
employment or consulting arrangement, all stock options shall terminate at 
such times and upon such conditions or circumstances as the Committee shall 
in its discretion set forth in such option at the date of grant.  The 
aggregate fair market value (determined as of the time the option is granted) 
of the Common Stock with respect to which Incentive Stock Options are 
exercisable for the first time by a participant during any calendar year 
(under all option plans of the Company and its subsidiary corporations) shall 
not exceed $100,000.  The Committee may provide, either at the time of grant 
or subsequently, that a stock option include the right to acquire a replace-
ment stock option upon exercise of the original stock option (in whole or in 
part) prior to termination of employment or consulting arrangement of the 
participant and through payment of the exercise price in shares of Common
Stock.  The terms and conditions of a replacement option shall be determined 
by the Committee in its sole discretion. 

     7.   Stock Appreciation Rights.  The Committee may, in its
discretion, grant Stock Appreciation Rights to the holders of any stock options
granted hereunder.  In addition, Stock Appreciation Rights may be granted
independently of and without relation to options.  Each Stock Appreciation
Right shall be subject to such terms and conditions consistent with the Plan as
the Committee shall impose from time to time, including the following:

          (a)  A Stock Appreciation Right relating to an option may
               be made part of such option at the time of its grant or at 
               any time there-after up to six months prior to its expiration.

          (b)  Each Stock Appreciation Right will entitle the holder
               to elect to receive the appreciation in the fair market value 
               of the shares subject thereto up to the date the right is 
               exercised.  In the case of a right issued in relation to a 
               stock option, such appreciation shall be measured from not 
               less than the option 
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               price and in the case of a right issued independently of any 
               stock option, such appreciation shall be measured from not 
               less than the fair market value of the Common Stock on the 
               date the right is granted.  Payment of such appreciation shall 
               be made in cash or in Common Stock, or a combination thereof, 
               as set forth in the award, but no Stock Appreciation Right 
               shall entitle the holder to receive, upon exercise thereof, 
               more than the number of shares of Common Stock (or cash of 
               equal value) with respect to which the right is granted.

          (c)  Each Stock Appreciation Right will be exercisable at the times 
               and to the extent set forth therein, but no Stock Appreciation 
               Right may be exercisable more than fifteen years after it was 
               granted.  Exercise of a Stock Appreciation Right shall reduce 
               the number of shares issuable under the Plan (and the related 
               option, if any) by the number of shares with respect to
               which the right is exercised.

     8.   Stock Awards.  Stock Awards will consist of Common Stock
transferred to participants without other payment therefor as additional
compensation for services to the Company and its subsidiaries.  Stock Awards
shall be subject to such terms and conditions as the Committee determines
appropriate, including, without limitation, restrictions on the sale or other
disposition of such shares, rights of the Company to reacquire such shares 
upon termination of the participant's employment or consulting arrangement 
within specified periods and conditions requiring that the shares be earned 
in whole or in part upon the achievement of performance goals established by 
the Committee over a designated period of time.

     9.   Tax-Offset Bonus Rights.  The Committee, in its sole
discretion, may grant Tax-Offset Bonus Rights with respect to Non-qualified
Stock Options.  Such Tax-Offset Bonus Rights may be granted to a participant
at the time of the grant of the related Non-qualified Stock Option or subsequent
thereto, but only with respect to the related Non-qualified Stock Option.  A 
Tax-Offset Bonus Right shall entitle the participant to receive from the 
Company or a subsidiary upon exercise of the related Non-qualified Stock 
Option an amount in cash equal to (1) the excess, if any, of the aggregate 
fair market value of shares acquired by the exercise of a Non-qualified Stock 
Option on the date of exercise over the aggregate purchase price of the 
shares acquired by such exercise, multiplied by (2) a fraction, the numerator 
of which is not more than the maximum marginal individual income tax rate, 
and the denominator of which is one minus such rate.  The Committee shall 
determine all of the terms and provisions of any Tax-Offset Bonus Right 
including but not limited to the date of grant, the term, the effect of 
employment or consulting arrangement termination and death.  

     10.  Adjustment Provisions.

          (a)  If the Company shall at any time change the number
               of issued shares of Common Stock without new consideration 
               to the Company (such as by stock dividends or stock splits), 
               the total number of shares reserved for issuance under this 
               Plan and the number of shares covered by each outstanding 
               Benefit 
<PAGE>
               shall be adjusted so that the aggregate consideration 
               payable to the Company and the value of each such Benefit 
               shall not be changed.  The Committee may also provide for the 
               continuation of Benefits or for other equitable adjustments 
               after changes in the Common Stock resulting from 
               reorganization, sale, merger, consolidation or similar 
               occurrence.

          (b)  Notwithstanding any other provision of this Plan, and
               without affecting the number of shares otherwise reserved or 
               available hereunder, the Committee may authorize the issuance 
               or assumption of Benefits in connection with any merger, 
               consolidation, acquisition of property or stock, or 
               reorganization upon such terms and conditions as it may deem 
               appropriate.

          (c)  In the case of any merger, consolidation or combination of the 
               Company with or into another corporation, other than a
               merger, consolidation or combination in which the Company 
               is the continuing corporation and which does not result in the 
               outstanding Common Stock being converted into or exchanged for 
               different securities, cash or other property, or
               any combination thereof (an "Acquisition"):

               (i)  any participant to whom a stock option has been granted 
                    under the Plan shall have the right (subject to the 
                    provisions of the plan and any limitation applicable to 
                    such option) thereafter and during the term of such 
                    option, to receive upon exercise thereof the Acquisition 
                    Consideration (as defined below) receivable upon such 
                    Acquisition by a holder of the number of shares of Common 
                    Stock which might have been obtained upon exercise of 
                    such option or portion thereof, as the case may be,
                    immediately prior to such Acquisition;

               (ii) any participant to whom a Stock Appreciation Right has 
                    been granted under the Plan shall have the right (subject
                    to the provisions of the Plan and any limitation 
                    applicable to such right) thereafter and during the term 
                    of such right to receive upon exercise thereof 
                    the difference between the aggregate fair market value 
                    on the applicable date (as set forth in such right) of 
                    the Acquisition Consideration receivable upon 
                    such Acquisition by a holder of the number of shares of 
                    Common Stock which might have been obtained upon exercise 
                    of the option related thereto or any portion thereof, as 
                    the case may be, immediately prior to such Acquisition 
                    and the aggregate option price of the related option, or 
                    the aggregate fair market value on the date of grant of 
                    the right, whichever is applicable.

     The term "Acquisition Consideration" shall mean the kind and amount
of shares of the surviving or new corporation, cash, securities, evidence of
indebtedness, other property or any 

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combination thereof receivable in respect of one share of Common Stock of 
the Company upon consummation of an Acquisition.

     11.  Nontransferability.  Each Benefit granted under the Plan shall
not be transferable otherwise than by will or the laws of descent and
distribution, and shall be exercisable, during a participant's lifetime, only 
by him or his guardian or legal representative.  In the event of the death of 
a participant, each Benefit theretofore granted to him shall be exercisable 
within the period after his death established by the Committee at the time 
of grant (but not beyond the stated duration of the Benefit) and then only:

          (a)  By the executor or administrator of the estate of the
               deceased participant or the person or persons to whom the 
               deceased participant's rights under the Benefit shall pass by 
               will or the laws of descent and distribution; and 

          (b)  To the extent that the deceased participant was entitled to do 
               so at the date of his death.

Notwithstanding the foregoing, at the discretion of the Committee, an award of
a Benefit may permit the transferability of the Benefit by the participant
solely to members of the participant's immediate family or trusts or family 
partnerships for the benefit of such persons subject to such terms and 
conditions as may be established by the Committee.

     12.  Other Provisions.  The award of any Benefit under the Plan
may also be subject to such other provisions (whether or not applicable to the
Benefit awarded to any other participant) as the Committee determines
appropriate, including without limitation, provisions for the installment
purchase of Common Stock under Stock Options, provisions for the installment
exercise of Stock Appreciation Rights, provisions to assist the participant in
financing the acquisition of Common Stock, restrictions on resale or other
disposition, provisions for the acceleration of exercisability of Benefits in 
the event of a change of control of the Company, provisions for the payment 
of the value of the Benefits to participants in the event of a change of 
control of the Company, provisions to comply with Federal and state 
securities laws, or understandings or conditions as to the participant's 
employment or consulting arrangement in addition to those specifically 
provided for under the Plan.

     13.  Rules.  The Committee may establish such rules and
regulations as it considers desirable for the administration of the Plan.

     14.  Manner of Action by Committee.  A majority of the members
of the Committee qualified to act on a question may act by meeting or by
writing signed without meeting and may execute, or delegate to one of its
members authority to execute any instrument or document required.  The
Committee may delegate the performance of ministerial functions in connection
with the Plan to such person or persons as the Committee may select.  The costs
of administration of the Plan will be paid by the Company.

     15.  Fair Market Value.  The fair market value of the Common
Stock at any time shall be determined in such manner as the Committee may
deem equitable or as required by applicable law or regulation.

<PAGE>
     16.  Taxes.  The Company shall be entitled to pay or withhold the
amount of any tax attributable to any shares deliverable or amounts payable
under the Plan after giving the person entitled to receive such amount notice as
far in advance as practicable, and the Company may defer making delivery as to
any Benefit if any such tax may be pending until indemnified to its 
satisfaction.  When a person is required to pay to the Company an amount 
required to be withheld under applicable tax laws in connection with 
exercises of Non-qualified Stock Options or other Benefits under the Plan, 
the Committee may, in its discretion and subject to such rules as it may adopt, 
permit such person to satisfy the obligation, in whole or in part, by 
electing to have the Company withhold shares of Common Stock having a fair 
market value equal to the amount required to be withheld.

     17.  Tenure.  A participant's right, if any, to continue to serve the
Company and its subsidiaries as an officer, employee, consultant or otherwise,
shall not be enlarged or otherwise affected by his designation as a participant
under the Plan.

     18.  Amendment and Termination.  The terms and conditions
applicable to any Benefit granted under the Plan may be amended or modified
by mutual agreement between the Company and the participant or such other
persons as may then have an interest therein.  Also, by mutual agreement
between the Company and a participant hereunder, or under any other present or
future plan of the Company, stock options or other Benefits may be granted to
such participant in substitution and exchange for, and in cancellation of, any
Benefits previously granted such participant under this Plan, or any Benefit
previously or hereafter granted to him under any other present or future plan of
the Company.  The Board of Directors may amend the Plan from time to time or
terminate the Plan at any time.  However, no action authorized by this paragraph
shall reduce the amount of any existing Benefit or change the terms and
conditions thereof without the participant's consent.  No amendment of the Plan
shall, without approval of the shareholders of the Company, (i) increase the 
total number of shares which may be issued under the Plan or increase the 
amount or type of Benefits that may be granted under the Plan; (ii) change 
the minimum purchase price, if any, of Common Stock which may be made subject 
to the Benefits under the Plan; or (iii) modify the requirements as to 
eligibility for Benefits under the Plan.  However, the Board of Directors may 
amend the Plan in any respect without shareholder approval if shareholder 
approval is not then required to comply with Rule 16b-3 or other similar 
requirements.

     19.  Shareholder Approval.  The Plan was adopted by the Board of
Directors of the Company on December 13, 1995.  The Plan and any Benefits
granted hereunder shall be null and void if shareholder approval is not obtained
within twelve (12) months of the adoption of the Plan by the Board of 
Directors.  This Plan shall continue in effect until terminated by the Board 
pursuant to Section 18; provided, however, that no Incentive Stock Option 
shall be granted more than ten years after the date of the adoption of this 
Plan by the Board.