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McWHORTER TECHNOLOGIES, INC.
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                                AMENDMENT NO. 1998-1
                                        TO 
                            McWHORTER TECHNOLOGIES, INC.
                             DEFERRED COMPENSATION PLAN
                                          
     McWhorter Technologies, Inc., a Delaware corporation (the "Company"), 
pursuant to the power granted to it by Section 11.2 of the McWhorter 
Technologies, Inc. Deferred Compensation Plan (the "Plan"), hereby amends the 
Plan as follows, effective as of  August 19, 1998:

1.   A new Section 1.9 shall be added, and all subsequent Sections in Article 1
     accordingly renumbered, as follows:

     1.9  ""Annual Installment Method" shall be an annual installment payment
     over the number of years selected by the Participant in accordance with
     this Plan calculated as follows:  The Stock Account Balance shall be
     calculated as of the close of business on the last business day of the
     year.  The annual installment shall be calculated by multiplying this
     balance by a fraction, the numerator of which is one, and the denominator
     of which is the remaining number of annual payments due the Participant. 
     By way of example, if the Participant elects a 10-year Annual Installment
     Method, the first payment shall be 1/10 of the Participant's Stock Account
     Balance, calculated as described in this definition.  The following year,
     the payment shall be 1/9 of the Participant's Stock Account Balance,
     calculated as described in this definition.  Each annual installment shall
     be paid on or as soon as practicable after the last business day of the
     applicable year."

2.   A new Section 1.18 shall be added, and all subsequent Sections in Article 1
     accordingly renumbered, as follows:

     1.18 ""Cash Account Balance" shall mean, as to a Participant, that portion
     of his or her Account Balance which is attributable to his or her Base
     Annual Salary Account, Annual Bonus Account and Company Contribution
     Account."

3.   A new Section 1.51 shall be added, and all subsequent Sections in Article 1
     accordingly renumbered, as follows:
     
     1.51 ""Stock Account Balance" shall mean, as to a Participant, that
     portion of his or her Account Balance which is attributable to his or her
     Stock Option Deferral Account, ESOP Restoration Subaccount and Restricted
     Stock Account."


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4.   Section 3.12 shall be restated in its entirety as follows:
     
     "INTEREST CREDITING FOR INSTALLMENT OBLIGATIONS.  
     (a)  "CASH ACCOUNT BALANCE.  A Participant's benefits under this Plan which
     are attributable to his or her Cash Account Balance shall be paid either in
     lump sum or in equal monthly installments in accordance with such
     Participant's Election Form.  If a Participant's benefits attributable to
     his or Cash Account Balance are paid in 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 applicable
     installment period on the unpaid Cash Account Balance and second as a
     reduction in the Cash 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.
     
     (b)  "STOCK ACCOUNT BALANCE. A Participant's benefits under this Plan which
     are attributable to his or her Stock Account Balance shall be paid either
     in lump sum or in installments in accordance with such Participant's
     Election Form.  If a Participant's benefits attributable to his or her
     Stock Account Balance are paid in installments, such payments shall be
     determined using the Annual Installment Method.  Any payment relating to a
     Participant's Stock Option Deferral Account, ESOP Restoration Subaccount or
     Restricted Stock Account shall be payable only in Stock."

5.   A new sentence shall be added to the end of Section 4.3 as follows:
     
     "Notwithstanding the foregoing, any Withdrawal Amount relating to a
     Participant's Stock Option Deferral Account, ESOP Restoration Subaccount or
     Restricted Stock Account shall be payable only in Stock."

6.   Section 5.2 shall be restated in its entirety as follows:

     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 his or her Retirement in a lump sum or in
     Iinstallments pursuant to Section 3.12.  The Participant may annually
     change his or her election as his or her Retirement Benefit to an allowable


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DEFERRED COMPENSATION PLAN
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     alternative payout period and/or installment periods by submitting a new
     Election Form to the Committee, provided that any such Election Form is
     submitted at least one 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 Benefit, then the entire
     Retirement 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 last day of the Plan Year in which the Participant
     Retires.  Any payment made shall be subject to the Deduction Limitation. 
     Notwithstanding the foregoing, any payment relating to a Participant's
     Stock Option Deferral Account, ESOP Restoration Subaccount or Restricted
     Stock Account shall be payable only in Stock."

7.   The reference in Section 5.3 to "months" shall be replaced by "years".

8.   A new sentence be added to the end of Section 6.2 as follows:

     "Notwithstanding the foregoing, any payment relating to a Participant's
     Stock Option Deferral Account, ESOP Restoration Subaccount or Restricted
     Stock Account shall be payable only in Stock."
 
9.   A new sentence shall be added to the end of Section 7.2 as follows:

     "Notwithstanding the foregoing, any payment relating to a Participant's
     Stock Option Deferral Account, ESOP Restoration Subaccount or Restricted
     Stock Account shall be payable only in Stock." 

10.  Section 11.1 shall be restated in its entirety as follows:

     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, 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


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DEFERRED COMPENSATION PLAN
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     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 pursuant to an 
     amortization period of 15 years (in the case of a Participant's Cash 
     Account Balance) or pursuant to an Annual Installment Method of 15 years 
     (in the case of a Participant's Stock Account Balance), with amounts 
     credited and debited during the installment period as provided 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 pursuant to an amortization period of 
     fewer years (in the case of a Participant's Cash Account Balance) or 
     pursuant to an Annual Installment Method using fewer years (in the case 
     of a Participant's Stock Account Balance); 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.  Section 11.2 shall be restated in its entirety as follows:

     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: (i) 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, and (ii)
     no amendment or modification of this Section 11.2 or Section 12.2 of the
     Plan shall be effective.  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, pursuant to an amortization period of fewer years (in the case of a
     Participant's Cash Account Balance) or pursuant to an Annual Installment
     Method using fewer years (in the case of a Participant's Stock Account
     Balance).  In all cases, 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


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McWHORTER TECHNOLOGIES, INC.
DEFERRED COMPENSATION PLAN
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     would have been received at that point in time under the original 
     payment schedule.  Notwithstanding the foregoing, any payment relating 
     to a Participant's Stock Option Deferral, ESOP Restoration Subaccount or 
     Restricted Stock Account shall be payable only in Stock."

The Company has caused this Amendment to be signed by its duly authorized 
officer as of the date written below.

                                   McWhorter Technologies, Inc.,
                                   a Delaware corporation

                                   By: /s/ Mia Igyarto 

                                   Its: Vice President-Human Resources

                                   Date: August 20, 1998

                                   McWhorter Technologies, Inc.
                                   Deferred Compensation Plan