EXHIBIT 10(m)



                                 WELLMAN, INC.

                             AMENDED AND RESTATED
                     EXECUTIVE RETIREMENT RESTORATION PLAN




                      Effective as of January 1, 1993,
                 and as Amended, Effective as of April 1, 1998















































<PAGE>
                                  TABLE OF CONTENTS

SECTION                      TITLE                                       PAGE
-------                      -----                                       ----

                             PREAMBLE                                     1

I                            DEFINITIONS                                  1

                             1.1   Beneficiary                            1

                             1.2   Code                                   1

                             1.3   Committee                              1

                             1.4   Company                                1

                             1.5   Company Contribution Credits           1

                             1.6   Company Contribution Credits Account   1

                             1.7   Compensation                         1-2

                             1.8   Contribution Credits Account           2

                             1.9   Deferral Election Form                 2

                             1.10  Disability                             2

                             1.11  Employee Contribution Credits          2

                             1.12  Employee Contribution Credits Account  2

                             1.13  ESOP                                   2

                             1.14  IRS                                    2

                             1.15  Limited Compensation                   2

                             1.16  Participant                          2-3

                             1.17  Plan                                   3

                             1.19  Plan Year                              3

                             1.19  Profit Sharing Plan                    3

                             1.20  Qualified Retirement Plans             3

                             1.21  Retirement                             3

                             1.22  Retirement Plan                        3








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                                 TABLE OF CONTENTS

                                   (CONTTNUED)

SECTION                      TITLE                                       PAGE
-------                      -----                                       ----

                             1.23  Service                                 3

                             1.24  The Masculine Gender                    3

II                           ELIGIBILITY FOR RETIREMENT BENEFITS           3

III                          CONTRIBUTIONS TO THE PLAN                     4

                             3.1   Amount of Company Contribution Credits  4

                             3.2   Amount of Employee Contribution Credits 4

                             3.3   Crediting of Earnings                   5

IV                           DISTRIBUTABLE EVENTS AND DISTRIBUTION
                             OF AMOUNTS                                    6

                             4.1   Retirement                              6

                             4.2   Death                                   6

                             4.3   Termination of Employment             6-7

                             4.4   Withdrawals/Loans Not Allowed           7

V                            MISCELLANEOUS                               7-8



























                                      3
<PAGE>
                                  PREAMBLE


The purpose of the Wellman, Inc. Executive Retirement Restoration Plan is to
provide for a selected group of senior executives an unfunded, non-qualified
defined contribution plan whose purposes are to (1) restore employer
contributions which cannot be made to the Company's qualified retirement
plans on behalf of these executives due to various IRS restrictions imposed
on such plans and (2) provide a mechanism for these executives to defer
compensation which cannot be contributed to the Company's qualified
retirement plan due to similar and additional IRS restrictions.

The Company plans whose employer contributions and employee deferral
opportunities are restored within this Plan include the following:

           - the Wellman, Inc. Employee Stock Ownership Plan and Trust; and
           - the Wellman, Inc. Retirement Plan.

The senior executives who are eligible to participate in this Plan will be
nominated and confirmed by the Compensation Committee of the Board of
Directors of Wellman, Inc.  Each eligible executive must complete a Deferral
Election Form prior to the beginning of the period for which such deferrals
shall become effective.

This Plan shall initially be effective January 1, 1993, and as amended, shall
be effective as of April 1, 1998, with a proviso that any compensation
deferred by the executive into this Plan shall not be taken out of
compensation earned prior to the effective date of the executive's election.

                                  SECTION I
                                 DEFINITIONS

1.1  "Beneficiary" shall mean any person or persons last designated by the
Participant to receive amounts payable in accordance with this Plan in the
event of the Participant's death.  In the absence of such designated person
or persons, the Participant's beneficiary shall be deemed to be his estate.

1.2  "Code" shall mean the Internal Revenue Code of 1986, as amended.

1.3  "Committee" shall mean the Compensation Committee as appointed by the
Board of Directors of the Company, which has been given authority by the
Board of Directors to designate Participants and to administer the Plan.

1.4  "Company" means Wellman, Inc. and all affiliated employers participating
in the Qualified Retirement Plans.

1.5  "Company Contribution Credits" shall mean the amount of Company
contributions allocated to a Participant's account for any Plan Year to
restore lost Company contributions under the Qualified Retirement Plans in
accordance with Section 3.1.

1.6  "Company Contribution Credits Account" shall mean the account that will
be established by the Company to which shall be credited the Participant's
Company Contribution Credits plus any earnings credited thereon in accordance
with Section 3.3.

1.7  "Compensation" shall mean the base compensation paid to a Participant
during a Plan Year with respect to services performed for the Company plus
bonuses and payments made under the Profit Sharing Plan (other than such

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bonuses and Profit Sharing Plan payments received after the Participant's
termination of employment with the Company) plus any elective contributions
made by the Company on behalf of the Participant with respect to such Plan
Year which are not includible in his gross income under Sections 125 or
402(g) of the Code or as deferred under this Plan as Employee Contribution
Credits plus any amounts deferred under the Wellman, Inc. Deferred
Compensation and Restricted Stock Plan which are not includible in his gross
income, determined without regard to any limitation imposed under Section
401(a)(17) of the Code.  In no event shall Compensation include any
compensation attributable to a Participant's receipt or exercise of any stock
options.

1.8  "Contribution Credits Account" shall mean the sum of the Company
Contribution Credits Account and Employee Contribution Credits Account.

1.9  "Deferral Election Form" shall mean the form made available by the
Committee to a Participant which, when properly executed by the Participant,
effects his participation in the Plan for the next following Plan Year.
However, within the first year in which the Participant has become eligible
for the Plan, the Participant may make a Deferral Election which effects his
participation in the Plan with respect to Compensation earned following his
election but within the same Plan Year.  A Deferral Election, once made,
shall continue in effect from Plan Year to Plan Year until it is modified or
revoked.  Such change shall only be effective as of the first day of the Plan
Year following the Plan Year in which it is executed.

1.10  "Disability" shall mean total disability as determined by the
Committee.

1.11  "Employee Contribution Credits" shall mean the amount of employee
contributions allocated to a Participant's account for any Plan Year based on
the Participant's election to defer Compensation in accordance with Section
3.2.

1.12  "Employee Contribution Credits Account" shall mean the account that
will be established by the Company to which shall be credited the
Participant's Employee Contribution Credits plus any earnings credited
thereon in accordance with Section 3.3.

1.13  "ESOP" shall mean the Wellman, Inc. Employee Stock Ownership Plan and
Trust.

1.14  "IRS" shall mean the Internal Revenue Service.

1.15  "Limited Compensation" shall mean a Participant's Compensation as
defined in Section 1.7  but determined with regard to the limitation imposed
under Section 40l(a)(17) of the Code.

1.16  "Participant" shall mean an individual who is in a select group of
management or highly compensated employees of the Company designated as a
Participant by the Committee.  An employee shall become a Participant in the
Plan once he is selected by, named, or identified in the resolutions of the
Committee for inclusion in the Plan, and subsequently completes a Deferral
Election Form which provides for amounts to be credited to this Plan in
accordance with Section 3.2.

   A Participant shall have the right exercisable within thirty days prior to
the beginning of any calendar year to elect to have Employee Contribution


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Credits allocated to his Employee Contribution Credits Account for the
ensuing Plan Year by so electing on a new Deferral Election Form.

   If a Participant does not execute and file a new Deferral Election Form
with the Committee, the Deferral Election previously made by the Participant
shall continue in effect.

1.17  "Plan" shall mean the Wellman, Inc.  Executive Retirement Restoration
Plan.

1.18  "Plan Year" shall mean the period from January 1, 1993 to December 31,
1993 and the twelve month period ending each December 31 thereafter.

1.19  "Profit Sharing Plan" shall mean the Wellman, Inc. Employee Profit
Sharing Plan.

1.20  "Qualified Retirement Plans" shall mean the following basic retirement
plans sponsored by Wellman, Inc. for its employees:  (a) the ESOP and (b) the
Retirement Plan.

1.21  "Retirement" shall mean the termination of a Participant's employment
with the Company, and any member of the same controlled group of
corporations, as defined in Section 1563(a) of the Code, on one of the
retirement dates specified in Section II.

1.22  "Retirement Plan" shall mean the Wellman, Inc.  Retirement Plan.

1.23  "Service" shall mean a Participant's Service as defined in the ESOP.

1.24  The masculine gender, where appearing in the Plan, will be deemed to
include the feminine  gender, and the singular may include the plural, unless
the context clearly indicates the contrary.  Wherever appropriate, terms used
in this Plan shall have the meaning assigned to such terms under the
Qualified Retirement Plans.

                                  SECTION II

                  ELIGIBILITY FOR RETIREMENT BENEFITS

Each Participant is eligible to retire and receive a benefit under this Plan
upon his Retirement beginning on one of the following dates:

   (a)  "Normal Retirement Date", which is the date the Participant attains
        his 65th birthday;
   (b)  "Early Retirement Date", which is the date on or after the date the
        Participant attains his 55th birthday and completes 5 years of
        Service;
   (c)  "Postponed Retirement Date", which is the date following the
        Participant's Normal Retirement Date on which the Participant
        terminates employment with the Company.  To the extent permitted by
        law, the Company reserves the right to require that a Participant
        obtain written consent from the Committee to continue his employment
        beyond his Normal Retirement Date in accordance with this Section II;
   (d)  "Disability  Retirement Date", which is the date on which the
        Participant's employment is terminated due to Disability.





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<PAGE>
                                SECTION III

                        CONTRIBUTIONS TO THE PLAN

3.1  Amount of Company Contribution Credits The Company Contribution Credits
for a Participant under this Plan on behalf of each Plan Year shall equal the
sum of the following: (a) the excess, if any, of (i) the amount of Pension
Contributions and Performance Contributions under the Retirement Plan to
which the Participant would have been entitled based on his Compensation and
without regard to Code restrictions on contributions made by or on behalf of
the Participant over (ii) the amount of Pension Contributions and Performance
Contributions actually contributed by the Company to the Retirement Plan
based on his Limited Compensation; (b) the excess, if any, of (i) the amount
of Basic Contributions under the ESOP to which the Participant would have
been entitled based on his Compensation and without regard to Code
restrictions on contributions made by or on behalf of the Participant over
(ii) the amount of Basic Contributions actually contributed by the Company to
the ESOP based on his Limited Compensation; and (c) the excess, if any, of
(i) the combined amount of Company matching contributions under the
Retirement Plan and the ESOP to which the Participant would have been
entitled without regard to Code restrictions on contributions made by or on
behalf of the Participant based on (A) the sum of his Employee Contribution
Credits as defined under this Plan and his Compensation Deferral
Contributions under the Retirement Plan and under the ESOP and (B) the actual
matching contribution percentages for the Plan Year over (ii) the combined
amount of Company matching contributions actually contributed to the
Retirement Plan and ESOP based on the Compensation Deferral Contributions
made on behalf of the Participant to these plans and the actual matching
contribution percentages for the Plan Year.  With respect to a Participant
whose date of employment occurs during the Plan Year in which he is first
eligible to participate, the calculation of Company Contribution Credits
under this Section 3.1 shall be made under the presumption that the
Participant was eligible upon his date of employment with the Company to
participate in the Retirement Plan and the ESOP, but without presuming
contributions on his behalf.

3.2  Amount of Employee Contribution Credits The Employee Contribution
Credits for a Participant under this Plan on behalf of each Plan Year shall
equal the excess, if any, of (i) the Compensation Deferral Contributions
which would have been made on behalf of the Participant under the Retirement
Plan and under the ESOP based on his Compensation and without regard to Code
restrictions on contributions made by or on behalf of the Participant over
(ii) the amount of Compensation Deferral Contributions actually made on
behalf of the Participant to the Retirement Plan and ESOP based on his
Limited Compensation.  With respect to a Participant whose date of employment
occurs during the Plan Year in which he is first eligible to participate, the
calculation of Employee Contribution Credits under this Section 3.2 shall be
made under the presumption that the Participant was eligible upon his date of
employment with the Company to participate in the Retirement Plan and the
ESOP, but without presuming contributions on his behalf.

The amount of Employee Contribution Credits for any Plan Year will be
determined by a properly executed Deferral Election Form which requires the
Employee to irrevocably agree to make the maximum Compensation Deferral
Contributions for the applicable Plan Year as permitted under the Retirement
Plan and ESOP.




                                     4
<PAGE>
3.3  Crediting of Earnings

   (A)  Sub-Accounts

   Each Participant's Company Contribution Credits Account and Employee
   Contribution Credits Account shall be comprised of two sub-accounts:  a
   Cash Account and a Stock Account.

   For Plan Years up to and including the earlier of the Plan Year in which a
   Participant attains age 55 or incurs a distributable event under Section
   IV, new Company Contribution Credits and Employee Contribution Credits
   shall be credited to the Stock Account.  For Plan Years thereafter, new
   Company Contribution Credits and Employee Contribution Credits shall be
   credited to the Cash Account.  As of December 31st of the earlier of the
   Plan Year in which the Participant attains age 55 or incurs a
   distributable event under Section IV, and as of December 31st of each Plan
   Year thereafter, a portion of the dollar value of the Participant's
   existing Stock Account shall be automatically transferred to the Cash
   Account.  The portion so transferred shall be a ratio the numerator of
   which is the number of December 31sts that have occurred since the earlier
   of the date that the Participant attained age 55 or incurred a
   distributable event and the denominator of which is 10. For example, as of
   the first December 31st on or following a Participant's 55th birthday,
   1/10th of the value of the Stock Account will be transferred to the Cash
   Account, as of the second December 31st, 2/10ths, and so on.

   (B)  Stock Account

   The amount allocated as a credit to the Stock Account shall be converted
   to share units as follows: Amounts credited as of a date in any calendar
   month (or such other period not to exceed a year as may be specified by
   the Compensation Committee in a duly adopted resolution) shall be
   converted to a number of share units determined on the basis of the
   closing price of shares of common stock of Wellman, Inc. on the New York
   Stock Exchange on the last trading day of that month (or other period
   specified by the Compensation Committee), as reported by The Wall Street
   Journal.

   Share units shall be credited with dividend equivalents as and when
   dividends are declared on shares of common stock of Wellman, Inc. Such
   credits shall be converted to additional share units determined on the
   basis of the closing price of shares of common stock of Wellman, Inc. on
   the New York Stock Exchange on the last trading day of the year in which
   such dividends are paid, as reported by The Wall Street Journal.

   The value of share united credited to a Participant hereunder as of any
   relevant date shall equal the closing price of shares of common stock of
   Wellman, Inc. on the New York Stock Exchange on such date or the nearest
   preceding trading date, as reported by The Wall Street Journal.

   (C)  Cash Account

   The amount allocated as a credit to the Cash Account shall be converted to
   a cash balance to be credited with interest as follows: Interest shall be
   credited on a monthly basis in each Cash Account and shall be determined
   by multiplying the beginning balance of such account less distributions
   for such month by the rate of interest equal to the total return earned by
   an index or investment fund specified by the Compensation Committee for
   such month.

                                     5
<PAGE>
                               SECTION IV

                DISTRIBUTABLE EVENTS AND DISTRIBUTION OF AMOUNTS

4.1  Retirement

A Participant who reaches Retirement and retires from the Company shall
receive his Contribution Credits Account in ten annual installments payable
as of the beginning of each Plan Year following his Retirement date.  Such
installments shall equal the Contribution Credits Account as of the end of
the Plan Year in which the Participant shall retire or terminate employment
divided by the appropriate number of remaining annual installments. Payments
to a Participant or Beneficiary shall be made first from the Participant's
Cash Account and then from the Participant's Stock Account, as those sub-
accounts are defined pursuant to Section 3.3 of the Plan.

At the discretion of the Compensation Committee, the entire Contribution
Credits Account may be payable in a single lump sum distribution based on
market value of the Participant's account as of the end of a calendar quarter
following the Participant's Retirement.  Once a lump sum distribution is made
to the Participant, there shall be no further benefits payable to the
Participant or his Beneficiary from the Plan.

All payments to Participants and Beneficiaries from the Plan shall be made in
cash.

4.2  Death

At the time that an Employee becomes a Participant, he shall designate in
writing a Beneficiary to receive any payments to which he would have been
entitled under the terms of the Plan.  The Beneficiary referred to in this
paragraph may be designated or changed by the Participant (without the
consent of any prior Beneficiary) on a form provided by the Committee and
delivered to the Committee before his death.  If no such Beneficiary shall
have been designated, or if no designated Beneficiary shall survive the
Participant, payments shall be made to the Participant's estate.

If the Participant's employment is terminated because of death, then the
Company shall deem the Participant to be fully vested and make payments to
his designated Beneficiary in the same manner and to the extent as provided
in Section 4.1 as if the Participant had retired on the date of his death.

4.3  Termination of Employment

In the event a Participant's employment with the Company terminates after
five years of Service for reasons other than Retirement or death, the Company
shall make payment to the Participant of the entire Contribution Credits
Account in the same manner and to the extent provided in Section 4.1 as if
the person retired on the date of termination.  If the Participant's
employment terminates prior to five years of Service, the entire Employee
Contribution Credits Account and only the vested portion, if any, of the
Company Contribution Credits Account will be available for payment to the
Participant in the same manner and to the extent provided in Section 4.1 as
if the person retired on the date of termination. The Company Contribution
Credits Account shall become vested, or non-forfeitable, to the Participant
in twenty percent (20%) increments based on the Participant's years of
Service as follows:



                                     6
<PAGE>
<TABLE>
<CAPTION>
              Years of Service               Percent Vested
              ----------------               --------------

              <S>                                 <C>
              Less than One                         0%
              One                                  20%
              Two                                  40%
              Three                                60%
              Four                                 80%
              Five                                100%

</TABLE>
4.4  Withdrawals/Loans Not Allowed

No benefits shall be paid nor loans granted from this Plan while a
Participant is an employee of the Company.  Benefits from the Plan shall be
paid solely in accordance with the provisions of Sections 4.1, 4.2 and 4.3 of
the Plan.

                                 SECTION V

                               MISCELLANEOUS

5.1  The Company may, in its sole discretion, terminate, suspend or amend
this Plan at any time or from time to time, in whole or in part.  Upon
termination, the Company shall pay to each Participant the entire value of
his
Contribution Credits Account which would have been available had the
Participant had a termination of Service after five years of Service.  The
Company will make payments in either installments or a single lump sum as
soon as practicable after the effective date of the termination of the Plan.
All payments to Participants pursuant to this Section 5.1 shall be made in
cash.

5.2  Nothing contained herein will confer upon any Participant the right to
be retained in the service of the Company, nor will it interfere with the
right of the Company to discharge or otherwise deal with Participants without
regard to the existence of this Plan.

5.3  The Company's obligations under this Plan shall be unfunded and an
unsecured promise to pay.  The Company shall not be obligated under any
circumstances to fund its financial obligations under this Plan.  All assets
which the Company may acquire to help cover its financial liabilities are and
remain general assets of the Company subject to the claims of its creditors.
The Company does not give, and the Plan does not give, any beneficial
ownership interest in any asset of the Company to a Participant or his
Beneficiary.  All rights of ownership in any assets are and remain in the
Company.  The Company's liability for payment of benefits shall be determined
only under the provisions of this Plan as it may be amended from time to
time.

Notwithstanding the above, the Company reserves the right to establish a
Rabbi Trust for this Plan similar to the trust described in Revenue Procedure
92-64 or any successor thereto or as otherwise provided in the Code.

5.4  The rights of a Participant or any Beneficiary of the Participant shall
be solely those of an unsecured general creditor of the Company.  A
Participant or Beneficiary of the Participant shall have the right to receive
those payments specified under this Plan only from the Company.  These
parties have no right to look to any specific or special property separate
from the Company to satisfy a claim for benefit payments.

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A Participant agrees that neither he nor his Beneficiary shall have any
right, claim, security interest, or any beneficial ownership interest
whatsoever in any general asset that the Company may acquire or use to help
support its financial obligations under this Plan.  Any general asset used or
acquired by the Company in connection with the liabilities it has assumed
under this Plan shall not be deemed to be held under any trust for the
benefit of the Participant or his Beneficiary, and no general asset shall be
considered security for the performance of the obligations of the Company.

Any such asset shall remain a general, unpledged and unrestricted asset of
the Company.

A Participant also understands and agrees that his participation in the
acquisition of any general asset for the Company shall not constitute a
representation to the Participant or his Beneficiary that any of them has a
special or beneficial interest in any general asset.

5.5  To the maximum extent permitted by law, no benefit under this Plan shall
be assignable or subject in any manner to alienation, sale, transfer, claims
of creditors, pledge, attachment or encumbrances of any kind.

5.6  The Committee may adopt rules and regulations to assist it in the
administration of the Plan.  The Committee has sole and absolute discretion
to interpret all provisions of the Plan and to determine entitlement to
benefits under the Plan.  The decision by the Committee regarding the Plan's
provisions and benefits is final.

5.7  The Plan shall be binding upon the Company and any successor company
through merger, acquisition or consolidation, and upon a Participant, his
Beneficiary, heirs, executors and administrators.

5.8  The Company may, in its sole discretion, permit the Participant to take
a leave of absence for a period determined by the Committee.  During such
leave, the Participant will still be considered to be in the continuous
employment of the Company for purposes of this Plan.

5.9  Each Participant shall receive a copy of this Plan or any amendments
thereto and the Committee will make available for inspection by any
Participant a copy of any rules and regulations used by the Committee in
administering the Plan.  Each Participant shall also be notified of any
suspension or termination of this Plan.

5.10  The Company reserves the right to indefinitely or permanently suspend
the portion of the installment payouts with respect to the Company
Contribution Credits Account should a Participant, upon his termination of
employment or Retirement from the Company, begin working on a consulting
basis or as an employee of a competing organization.  The Participant will
continue to receive the remaining installment payments with respect to his
Employee Contribution Credits Account.

The determination of whether the Participant is associated with the competing
organization will be left solely up to the Committee and such determination
will be final.

5.11  This Plan is established under and will be construed according to the
laws of the State of Delaware, except to the extent preempted by ERISA or
other federal regulations.


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