EMPLOYMENT AGREEMENT

                              --------------------



                  THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and

entered into as of the 10th day of January, 2002, by and between A. SCHULMAN,

INC., a Delaware corporation (the "Employer"), and BARRY A. RHODES (the

"Employee").



                  WHEREAS, the Employer and the Board of Directors of the

Company desire to provide for the continued employment of the Employee as a

member of the Employer's management, in the best interest of the Company and its

stockholders. The Employee is willing to commit himself continue to serve the

Employer, on the terms and conditions herein provided;



                  NOW, THEREFORE, in consideration of the foregoing and the

mutual covenants herein contained, the parties hereto agree as follows:



                  1. DEFINED TERMS



                  The definitions of capitalized terms used in this Agreement

(unless stated where first used) are provided in the last Section hereof.



                  2. EMPLOYMENT



                  The Employer hereby continues to employ the Employee as Vice

President - North American Sales for the Employer, and the Employee hereby

accepts such continued employment upon the terms and conditions herein

contained.



                  3. DUTIES AND CONDITIONS OF EMPLOYMENT



                  3.1 DUTIES. The Employee shall devote his entire business

time, attention and energies to the Employer and shall not engage in any conduct

which shall reflect adversely upon the Employer. The Employee shall perform such

duties for the Employer as may be assigned to one in his executive status and

capacity by the Chief Executive Officer of the Company or the Board of the

Company. The Employee shall serve diligently and to the best of his ability.



                  During his employment by the Employer, the Employee shall not,

without the Company's prior written consent, be engaged in any other business

activity, whether or not such business activity is pursued for gain, profit or

other pecuniary advantage, except that notwithstanding the foregoing, he may

invest his personal funds for his own account; provided that such investment

shall be passive and not controlling in any such investment and subject to the

provisions of Section 13.2 hereof and provided further that he will not be

required to provide any substantial services on behalf of such enterprise.

Notwithstanding the foregoing, the Employee may serve on the Boards of Directors

of other corporations during the Term as long as such service does not interfere

with the performance of his duties hereunder.



                  3.2 CONDITIONS. The Employee shall be provided with suitable

office space, furnishings, secretarial and administrative assistance. Without

the Employee's consent, the Employee shall not be required to report principally

to an office located more than five hundred







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(500) miles from his principal office at the date of this Agreement, except to

the extent the Employee may be required to report to the Company's principal

office.



                  4. TERM OF AGREEMENT; TERMINATION OF EMPLOYMENT; ESCROW DURING

DISPUTE



                  4.1 TERM OF AGREEMENT. The Employer hereby employs the

Employee for a Term commencing as of the date hereof and ending January 10,

2005. At the end of February 2002 and at the end of each calendar month

thereafter up to and including the end of the calendar month in which Employee's

62nd birthday occurs, this Agreement shall automatically be extended for one (1)

month unless either party shall give notice to the other of non-extension prior

to the end of such calendar month; provided, however, if a Change in Control

shall have occurred during the Term of this Agreement, Sections 7 and 8 and 10

through 20 of this Agreement shall continue in effect until at least the end of

the Change-in-Control Protective Period (whether or not the Term of the

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