EMPLOYMENT AGREEMENT









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

entered into as of this 11th day of July, 2000, by and between A. SCHULMAN,

INC., a Delaware corporation (the "Employer"), and RENGARAJAN RAMESH (the

"Employee").



                  WHEREAS, the Board of Directors of the Employer desires to

provide for the continued employment of the Employee as a member of the

Employer's management, in the best interest of the Employer 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-Technology 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 Companies. The Employee shall perform

such duties for the Companies as may be assigned to one in his executive status

and capacity by the Board. The Employee shall serve diligently and to the best

of his ability.



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

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

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

other pecuni-





<PAGE>



ary 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 (500) miles from his principal

office at the date of this Agreement.



                  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 July 11, 2003.

At the end of August 2000 and at the end of each calendar month thereafter up to

and including the end of the calendar month in which the 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

Agreement shall have expired for other purposes).



                  4.2 TERMINATION OF EMPLOYMENT PRIOR TO A CHANGE IN CONTROL.

Prior to any Change in Control, the Employer may terminate the employment of the

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