EXHIBIT 10(a)

MYERS INDUSTRIES, INC.

Amended and Restated
EMPLOYEE STOCK PURCHASE PLAN

1.       Purpose .............................................................1
2.       Term of Plan.........................................................1
3.       Definitions .........................................................1
4.       Administration ......................................................3
5.       Maximum Limitations .................................................3
6.       Basis of Participation and Granting of Rights to Purchase ...........3
7.       Terms of Rights to Purchase .........................................4
8.       Manner of Exercise of Rights to Purchase, Return of Funds
         and Payment for Common Stock ........................................5
9.       Transferability .....................................................5
10.      Adjustment Provisions ...............................................6
11.      Dissolution, Merger and Consolidation ...............................6
12.      Plan Approval .......................................................6
13.      Limitation on Rights to Purchase ....................................6
14.      Miscellaneous .......................................................7

MYERS INDUSTRIES, INC.
Amended and Restated
EMPLOYEE STOCK PURCHASE PLAN

WHEREAS, Myers Industries, Inc. (the "Company") and its Subsidiaries (as defined herein) established an Employee Stock Purchase Plan on March 28, 1986, which plan was approved by the shareholders at their annual meeting in April, 1986 (the "Plan"). The Plan provides the opportunity for employees to purchase common stock of the Company on a favorable, payroll deduction basis; and

WHEREAS, the Company has determined to make certain changes to the Plan, which changes were approved by the shareholders on April 30, 1998.

NOW, THEREFORE, the Company hereby amends and restates the Plan as of April 30, 1998, the terms of which shall be as follows:

1. PURPOSE

The purpose of this Amended and Restated Employee Stock Purchase Plan is to encourage stock ownership in the Company by all employees of the Company and its Subsidiaries so that the employees may acquire or increase their proprietary interest in the success of the Company, and to encourage them to remain in the employ of the Company.

2. TERM OF PLAN

The Plan will continue from year to year, but it may be modified or discontinued by the Company at any time.

3. DEFINITIONS

Whenever used herein, the following words and phrases shall have the meanings stated below unless a different meaning is plainly required by the context:

(a) "Board" means the Board of Directors of the Company.

(b) "Code" means the Internal Revenue Code of 1986, as amended from time to time.

(c) "Committee" shall mean the committee appointed by the Board to administer the Plan, as further provided in Section 4.

(d) "Common Stock" means shares of the common stock of the Company, no par value.

(e) "Company" means Myers Industries, Inc., and any successor in a reorganization or similar transaction.

(f) "Eligible Employee" means each person who, at the commencement of the Grant Period immediately preceding a Grant Date, has been continuously employed by the Company or a Subsidiary for at least one (1) year.

(g) "Exercise Period" means the one (1) business day following the Grant Date.

(h) "Fair Market Value" shall mean with respect to a given Grant Date, the closing sales price of a share of Common Stock, as reported by the American Stock Exchange at the close of business on the Grant Date. The foregoing notwithstanding, the Board may determine the Fair Market Value in such other manner as it may deem more appropriate for Plan purposes, as is required by applicable laws or regulations, or as deemed administratively expedient. Notwithstanding any provision of the Plan to the contrary, no determination made with respect to the Fair Market Value of Common Stock subject to a Right to Purchase shall be inconsistent with Section 423 of the Code or regulations thereunder.

(i) "Grant Date" means the last day of each calendar quarter commencing after April 30, 1998.

(j) "Grant Period" means the calendar quarter, commencing on the day immediately following a Grant Date and ending on the subsequent Grant Date, during which a Participant can make payroll deduction contributions towards purchasing shares of Common Stock.

(k) "Participant" shall mean an Eligible Employee who has filed with the Plan Administrator an affirmative election to participate in the Plan.

(l) "Plan" means the Amended and Restated Myers Industries, Inc. Employee Stock Purchase Plan as set forth herein.

(m) "Plan Administrator" means the Board, unless the Board has appointed or contracted with a party or parties to provide assistance with regard to the administration of the Plan, then the party designated by the Board.

(n) "Purchase Price" means ninety percent (90%) of the Fair Market Value per share of Common Stock as of the applicable Grant Date.

(o) "Right to Purchase" means a right granted hereunder which will entitle an Eligible Employee to purchase shares of Common Stock.

(p) "Subsidiary" or "Subsidiaries" means a corporation or corporations of which stock possessing at least eighty percent (80%) of the total combined voting power of all classes of stock entitled to vote is owned by the Company or by any other Subsidiary or Subsidiaries.

4. ADMINISTRATION

The Plan will be administered by a committee appointed by the Board (hereinafter referred to as the "Committee"). The Committee shall consist of not less than three (3) members of the Board. The Board may, from time to time, remove members from, or add members to, the Committee. Vacancies on the Committee, howsoever caused, shall be filled by the Board. Acts of a majority of the Committee at a meeting at which a quorum is present, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be valid acts of the Committee.

The interpretation and construction by the Committee of any provisions of the Plan shall be final unless otherwise determined by the Board. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan.

5. MAXIMUM LIMITATIONS

The aggregate number of shares of Common Stock available for grant as Rights to Purchase pursuant to Section 6 shall not exceed 75,000, subject to adjustment pursuant to Section 10 hereof. Shares of Common Stock granted pursuant to the Plan may be authorized but unissued shares, shares now or hereafter held in the treasury of the Company or shares purchased on the open market. In the event that any Rights to Purchase granted under Section 6 expire unexercised, or are terminated, surrendered or canceled without being exercised, in whole or in part, for any reason, the number of shares of Common Stock theretofore subject to such Right to Purchase shall again be available for grant as a Right to Purchase and shall not reduce the aggregate number of shares of Common Stock available for grant as such Rights to Purchase as set forth in the first sentence of this Section.

6. BASIS OF PARTICIPATION AND GRANTING OF RIGHTS TO PURCHASE

(a) Eligible Employees who wish to participate in the Plan shall execute a form to be furnished by the Company indicating that they authorize and instruct the Company to deduct from their weekly or semi-monthly pay a specified amount, to be applied to the purchase of the Company's Common Stock for each individual's account. Payroll deductions may not be less than Five and no/l00ths Dollars ($5.00) per week and not more than ten percent (10%) of the Eligible Employee's salary and wages. Payroll deductions may be made in whole dollar amounts only, and the amount of payroll deductions may be changed or terminated by the Participant at any time subject to the limitations set forth above. Payroll deductions, or revisions thereto, will be effective and will commence with pay checks issued not later than the second pay period following receipt of the Participant's signed payroll deduction authorization or notice.

(b) Each Participant who is an employee on a Grant Date, commencing with the Grant Date which occurs on June 30, 1998, and, subject to earlier termination of the Plan pursuant to Section 14(c) hereof, ending with the last Grant Date on which shares of Common Stock are available for grant within the limitation set forth in
Section 5, is granted a Right to Purchase hereunder which will entitle him or her to purchase from such funds contributed on a payroll deduction basis, at the Purchase Price per share applicable to such Grant Date, the number of whole shares of Common Stock equal to the Participant's payroll deductions made during the Grant Period immediately prior to the Grant Date divided by such applicable Purchase Price per share of Common Stock. If the funds allocated to a Participant are not sufficient to purchase a whole share of Common Stock or are not evenly divisible into the Purchase Price of whole shares of Common Stock, the Participant's funds, or the balance thereof remaining after purchase of the greatest number of whole shares of Common Stock, as the case may be, will be retained by the Company in a non-interest bearing suspense account until the next Grant Date, when such funds, along with any other funds received from the Participant during Grant Period ending on such Grant Date, shall be applied towards the purchase of Common Stock in accordance with this subparagraph (b). Each Participant on a Grant Date shall receive a Right to Purchase pursuant to the terms of this subparagraph. The Grant Date applicable to a Right to Purchase granted pursuant to this subparagraph (b) shall be the date of grant of such Right to Purchase Shares.

(c) If the number of shares of Common Stock for which Rights to Purchase are granted pursuant to this Section 6 exceeds the applicable number set forth in Section 5, then the Rights to Purchase granted under Section 6(b) to all Participants shall, in a nondiscriminatory manner which shall be consistent with Section 13(d) of the Plan, be reduced in the same proportion as the funds held by the Company on behalf of each Participant bears to the total amount of funds held by the Company on behalf of all Participants in the Plan, and the balance of the funds credited to each Participant shall be refunded to the Participant.

7. TERMS OF RIGHTS TO PURCHASE

(a) Each Right to Purchase shall, unless sooner expired pursuant to Section 7(b), become exercisable on its Grant Date and shall be exercisable during the Exercise Period with respect to the said Grant Date. Each Right to Purchase not exercised during such Exercise Period shall expire at the termination of the Exercise Period.

(b) A Right to Purchase shall expire on the first to occur of the end of the applicable Exercise Period, or the date that the employment of the Participant with the Company and its Subsidiaries terminates for any reason, other than disability or leave of absence.

8. MANNER OF EXERCISE OF RIGHTS TO PURCHASE, RETURN OF FUNDS AND PAYMENT FOR COMMON STOCK

(a) A Right to Purchase which has not otherwise expired shall be deemed exercised by a Participant during the applicable Exercise Period, unless the Participant delivers written notice to the Plan Administrator within the period required stating that (i) the Participant chooses not to exercise the Right to Purchase, or (ii) the Participant withdraws and terminates his or her withholding authorization in writing during the Grant Period immediately preceding the Grant Date. Written notice of a choice not to exercise the Right to Purchase will be effective if it is delivered pursuant to the requirements set forth by the Company on or before the last day of the Exercise Period. A written notice delivered prior to the commencement of the Exercise Period will not become effective until the first day of the Exercise Period, and until effective may be revoked by a Participant by delivery of a written revocation to the Company.

In the event of withdrawal and termination, or in the event a Right to Purchase expires due to termination of employment under
Section 7(b), all funds withheld will be returned to Participant.

(b) Payment for the exercise of a Right to Purchase shall be made from a Participant's payroll deduction account funded during the Grant Period immediately preceding the Grant Date. It is the intention of the Company that Rights to Purchase shall be exercisable through funds accumulated through payroll deduction only, and any variation from this policy requires the express approval of the Board.

(c) Stock certificates for Common Stock purchased by Participants pursuant to this Plan shall be issued in the name of the Participant on or before the Grant Date for the Grant Period following the Grant Period in which a purchase of Common Stock is made in the name of the Participant.

(d) Interest shall not be paid on any funds withheld or credited to the account of any Participant.

9. TRANSFERABILITY

No Right to Purchase may be transferred, assigned, pledged or hypothecated (whether by operation of law or otherwise), except as provided by will or the applicable laws of descent or distribution, and no Right to Purchase shall be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of a Right to Purchase, or levy of attachment or similar process upon the Right to Purchase not specifically permitted herein, shall be null and void and without effect.

10. ADJUSTMENT PROVISIONS

The aggregate number of shares of Common Stock with respect to which Rights to Purchase may be granted, the aggregate number of shares of Common Stock subject to each outstanding Right

to Purchase, and the Purchase Price per share of each Right to Purchase may all be appropriately adjusted as the Board may determine for any increase or decrease in the number of shares of issued Common Stock resulting from a subdivision or consolidation of shares, whether through reorganization, recapitulation, stock split-up, stock distribution or combination of shares, or the payment of a share dividend or other increase or decrease in the number of such shares outstanding effected without receipt of consideration by the Company. Adjustments under this Section 10 shall be made according to the sole discretion of the Board, and its decision shall be binding and conclusive.

11. DISSOLUTION, MERGER AND CONSOLIDATION

Upon the dissolution or liquidation of the Company, or upon a merger or consolidation of the Company in which the Company is not the surviving corporation, each Right to Purchase granted hereunder shall expire as of the effective date of such transaction.

12. PLAN APPROVAL

The Plan was approved by the Company's shareholders on April 30, 1998.

13. LIMITATION ON RIGHTS TO PURCHASE

Notwithstanding any other provisions of the Plan:

(a) The Company intends that Rights to Purchase granted and Common Stock issued under the Plan shall be treated for all purposes as granted and issued under an employee stock purchase plan within the meaning of Section 423 of the Code and regulations issued thereunder. Any provisions required to be included in the Plan under said Section and regulations issued thereunder are hereby included as fully as though set forth in the Plan at length.

(b) No Participant shall be granted a Right to Purchase under the Plan if, immediately after the Right to Purchase was granted, the Participant would own stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any parent or Subsidiary of the Company. For purposes of this Section 13(b), stock ownership of an individual shall be determined under the rules of Section 424(d) of the Code, and stock which the Participant may purchase under outstanding Rights to Purchase shall be treated as stock owned by the Participant.

(c) No Participant shall be granted a Right to Purchase under the Plan which permits his or her Rights to Purchase under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company and any parent or Subsidiary of the Company to accrue at a rate which exceeds Twenty Five Thousand Dollars ($25,000) of Fair Market Value of such stock (determined at the time of the grant of such Right to Purchase) for each calendar year in which such Right to Purchase is outstanding at any time. Any Right to

Purchase granted under the Plan shall be deemed to be modified to the extent necessary to satisfy this subparagraph (c).

(d) All Participants shall have the same rights and privileges under the Plan, except that the amount of Common Stock which may be purchased under Rights to Purchase granted pursuant to Section 6(a) shall bear a uniform relationship to the salary and wages of Participants. All rules and determinations of the Board in the administration of the Plan shall be uniformly and consistently applied to all persons in similar circumstances.

14. MISCELLANEOUS

(a) LEGAL AND OTHER REQUIREMENTS. The obligations of the Company to sell and deliver Common Stock under the Plan shall be subject to all applicable laws, regulations, rules and approvals, including but not by way of limitation, the effectiveness of a registration statement under the Securities Act of 1933 if deemed necessary or appropriate by the Company.

(b) NO OBLIGATION TO EXERCISE RIGHTS TO PURCHASE. The granting of a Right to Purchase shall impose no obligation upon a Participant to exercise such Right to Purchase.

(c) TERMINATION AND AMENDMENT OF PLAN. The Board, without further action on the part of the shareholders of the Company, may from time to time alter, amend or suspend the Plan or any Right to Purchase granted hereunder or may at any time terminate the Plan, except that it may not (except to the extent provided in Section 10 hereof): (i) change the total number of shares of Common Stock available for grant under the Plan; (ii) extend the duration of the Plan; (iii) increase the maximum term of Rights to Purchase; (iv) change the Purchase Price; (v) change the class of Eligible Employees; or (vi) effect a change inconsistent with Section 423 of the Code or regulations issued thereunder. No action taken by the Board under this Section may materially and adversely affect any outstanding Right to Purchase without the consent of the holder thereof.

(d) WITHHOLDING TAXES. Upon the exercise of any Right to Purchase under the Plan, or at any time required by law, the Company or the Plan Administrator shall have the right to require the Participant to remit to the Company an amount sufficient to satisfy all federal, state and local withholding and other tax requirements prior to the delivery of any certificate or certificates for shares of Common Stock.

(e) RIGHT TO TERMINATE EMPLOYMENT. Nothing in the Plan or any agreement entered into pursuant to the Plan shall confer upon any Eligible Employee or other Participant the right to continue in the employment of the Company or any Subsidiary or affect any right which the Company or any Subsidiary may have to terminate the employment of such Eligible Employee or other Participant.

(f) RIGHTS AS A SHAREHOLDER. No Participant shall have any right as a shareholder unless and until certificates for shares of Common Stock are issued to him or her or credited to his or her account.

(g) NOTICES. Unless otherwise stated herein or in documents used to administer participation in the Plan, a notice authorized or required by the Plan shall be deemed delivered to the Company (i) on the date it is received by the Plan Administrator, if the Plan Administrator is expressly authorized to receive such notice on behalf of the Plan, (ii) on the date it is personally delivered to the Secretary of the Company at the Company's principal executive offices, or (iii) three (3) business days after it is sent by registered or certified mail, postage prepaid, addressed to the Secretary at such offices; and shall be deemed delivered to a Participant (i) on the date it is personally delivered to him or her, or (ii) three (3) business days after it is sent by registered or certified mail, postage prepaid, addressed to him or her at the last address shown for him or her on the records of the Company or of any Subsidiary.

(h) APPLICABLE LAW. All questions pertaining to the validity, construction and administration of the Plan and Rights to Purchase granted hereunder shall be determined in conformity with the laws of Ohio, to the extent not inconsistent with Section 423 of the Code and regulations thereunder.

EXHIBIT 10(b)

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT made this ___ day of ______ 200_, between Myers Industries, Inc., an Ohio corporation (the "Company") and ______________, a director, officer, employee, agent or representative (as hereinafter defined) of the Company (the "Indemnitee").

R E C I T A L S:

A. The Company and the Indemnitee are each aware of the exposure to litigation of officers, directors, employees, agents and representatives of the Company as such persons exercise their duties to the Company;

B. The Company and the Indemnitee are also aware of conditions in the insurance industry that have affected and may continue to affect the Company's ability to obtain appropriate liability insurance on an economically acceptable basis;

C. The Company desires to continue to benefit from the services of highly qualified, experienced and otherwise competent persons such as the Indemnitee;

D. The Indemnitee desires to serve or to continue to serve the Company as a director, officer, employee, or agent or as a director, officer, employee, agent, or trustee of another corporation, joint venture, trust or other enterprise in which the Company has a direct or indirect ownership interest, for so long as the Company continues to provide, on an acceptable basis, adequate and reliable indemnification against certain liabilities and expenses which may be incurred by the Indemnitee.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties hereto agree as follows:

1. INDEMNIFICATION. The Company shall indemnify the Indemnitee with respect to his activities as a director, officer, employee or agent of the Company and/or as a person who is serving or has served at the request of the Company ("representative") as a director, officer, employee, agent or trustee of another corporation, joint venture trust or other enterprise, domestic or foreign, in which the Company has a direct or indirect ownership interest (an "affiliated entity") against expenses (including, without limitation, attorneys' fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by him ("Expenses") in connection with any claim against Indemnitee which is the subject of any threatened, pending or completed action, suit or other type of proceeding, whether civil, criminal, administrative, investigative or otherwise and whether formal or informal (a "Proceeding"), to which Indemnitee was, is or is threatened to be made a party by reason of facts which include Indemnitee's being or having been such a director, officer, employee,

agent or representative, to the extent of the highest and most advantageous to the Indemnitee, as determined by the Indemnitee, of one or any combination of the following:

(a) The benefits provided by the Company's Amended Code of Regulations ("Regulations") in effect on the date hereof, a copy of the relevant portions of which are attached hereto as Exhibit A;

(b) The benefits provided by the Amended and Restated Articles of Incorporation, Regulations or their equivalent of the Company in effect at the time Expenses are incurred by Indemnitee;

(c) The benefits allowable under Ohio law in effect at the date hereof;

(d) The benefits allowable under the law of the jurisdiction under which the Company exists at the time Expenses are incurred by the Indemnitee;

(e) The benefits available under any liability insurance obtained by the Company; and

(f) Such other benefits as are or may be otherwise available to Indemnitee.

Combination of two or more of the benefits provided by (a) through (f) shall be available to the extent that the Applicable Document, as hereafter defined, does not require that the benefits provided therein be exclusive of other benefits. The document or law providing for the benefits listed in items
(a) through (f) above is called the "Applicable Document" in this Agreement. Company hereby undertakes to use its best efforts to assist Indemnitee, in all proper and legal ways, to obtain the benefits selected by Indemnitee under item
(a) through (f) above.

For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans for employees of the Company or of any affiliated entity without regard to ownership of such plans; references to "fines" shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to "serving at the request of the Company" shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; and if the Indemnitee acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, he shall be deemed to have acted in a manner consistent with the standards required for indemnification by the Company under the Applicable Documents.

2. INSURANCE. The Company may, but need not, maintain liability insurance for so long as Indemnitee's services are covered hereunder, provided and to the extent that such insurance is available on a basis acceptable to the Company. However, the Company agrees that the provisions hereof shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company; except that any payments in fact made to Indemnitee under

an insurance policy obtained or retained by the Company shall reduce the obligation of the Company to make payments hereunder by the amount of the payments made under any such insurance policy.

3. PAYMENT OF EXPENSES. At Indemnitee's request, after receipt of written notice pursuant to Section 6 hereof and an undertaking in the form of Exhibit B attached hereto by or on behalf of Indemnitee to repay such amounts so paid on Indemnitee's behalf if it shall ultimately be determined under the Applicable Document that Indemnitee is not entitled to be indemnified by the Company for such Expenses, the Company shall pay the Expenses as and when incurred by Indemnitee. That portion of Expenses which represents attorneys' fees and other costs incurred in defending any proceeding shall be paid by the Company within thirty (30) days of its receipt of such request, together with reasonable documentation (consistent, in the case of attorneys' fees, with Company practice in payment of legal fees) evidencing the amount and nature of such Expenses, subject to its also having received such a notice and undertaking.

4. ADDITIONAL RIGHTS. The indemnification provided in this Agreement shall not be exclusive of any other indemnification or right to which Indemnitee may be entitled and shall continue after Indemnitee has ceased to occupy a position as an officer, director, employee, agent or representative as described in Section 1 above with respect to Proceedings relating to or arising out of Indemnitee's acts or omissions during his service in such position.

5. NOTICE TO COMPANY. Indemnitee shall provide to the Company prompt written notice of any Proceeding brought, threatened, asserted or commenced against Indemnitee with respect to which Indemnitee may assert a right to indemnification hereunder; provided that failure to provide such notice shall not, in any way, limit Indemnitee's rights under this Agreement.

6. COOPERATION IN DEFENSE AND SETTLEMENT. Indemnitee shall not make any admission or effect any settlement without the Company's written consent unless Indemnitee shall have determined to undertake his own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company's insurers, in attempts to defend and/or settle such Proceeding.

7. ASSUMPTION OF DEFENSE. Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume Indemnitee's defense in any Proceeding, with counsel mutually satisfactory to Indemnitee and the Company. After notice from the Company to Indemnitee of the Company's election so to assume such defense, the Company will not be liable to Indemnitee under this Agreement for Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless:

(a) The employment of counsel by Indemnitee has been authorized by the Company;

(b) Counsel employed by the Company initially is unacceptable or later becomes unacceptable to Indemnitee and such unacceptability is reasonable under then existing circumstances;

(c) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and the Company in the conduct of the defense of such Proceeding; or

(d) The Company shall not have employed counsel promptly to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel shall be at the expense of the Company and subject to payment pursuant to this Agreement. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made either of the conclusions provided for in clause (b) or (c) above.

8. ENFORCEMENT. In the event that any dispute or controversy shall arise under this Agreement between Indemnitee and the Company with respect to whether the Indemnitee is entitled to indemnification in connection with any Proceeding or with respect to the amount of Expenses incurred, then with respect to each such dispute or controversy Indemnitee may seek to enforce the Agreement through legal action or, at Indemnitee's sole option and request, through arbitration. If arbitration is requested, such dispute or controversy shall be submitted by the parties to binding arbitration in the City of Akron, State of Ohio, before a single arbitrator agreeable to both parties; provided that indemnification in respect of any claim, issue or matter in a Proceeding brought against Indemnitee by or in the right of the Company and as to which Indemnitee shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Company shall be submitted to arbitration only to the extent permitted under the Company's Code of Regulations and applicable law then in effect. If the parties cannot agree on a designated arbitrator within 15 days after arbitration is requested in writing by either of them, the arbitration shall proceed in the City of Akron, State of Ohio, before an arbitrator appointed by the American Arbitration Association. In either case, the Arbitration proceeding shall commence promptly under the rules then in effect of that Association and the arbitrator agreed to by the parties or appointed by that Association shall be an attorney other than an attorney who has, or is associated with a firm having associated with it an attorney which has, been retained by or performed services for the Company or Indemnitee at any time during the five years preceding the commencement of arbitration. The award shall be rendered in such form that judgment may be entered thereon in any court having jurisdiction thereof. The prevailing party shall be entitled to prompt reimbursement of any costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with such legal action or arbitration; provided that Indemnitee shall not be obligated to reimburse the Company unless the arbitrator or court which resolves the dispute determines that Indemnitee acted in bad faith in bringing such action or arbitration.

9. EXCLUSIONS. Notwithstanding the scope of indemnification which may be available to Indemnities from time to time under any Applicable Document, no indemnification, reimbursement or payment shall be required of the Company hereunder with respect to:

(a) Any claim or any part thereof as to which Indemnitee shall have been adjudged by a court of competent jurisdiction from which no appeal is or can be taken to have acted in willful misfeasance, or willful disregard of his duties, except to the extent that such court shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court shall deem Proper;

(b) Any claim or any part thereof arising under Section 16(b) of the Exchange Act pursuant to which Indemnitee shall be obligated to pay any penalty, fine, settlement or judgment;

(c) Any obligation of Indemnitee based upon or attributable to the Indemnitee gaining in fact any personal gain, profit or advantage to which he was not entitled; or

(d) Any Proceeding initiated by Indemnitee without the consent or authorization of the Board of Directors of the Company, provided that this exclusion shall not apply with respect to any claims brought to Indemnitee to enforce his rights under this Agreement or in any Proceeding initiated by another person or entity whether or not such claims were brought by Indemnitee against a person or entity who was otherwise a party to such Proceeding.

Nothing in this Section 9 shall eliminate or diminish Company's obligations to advance that portion of Indemnitee's Expenses which represent attorneys' fees and other costs incurred in defending any proceeding pursuant to
Section 3 of this Agreement.

10. EXTRAORDINARY TRANSACTIONS. The Company covenants and agrees that in the event of any merger, consolidation or reorganization in which the Company is not the surviving entity, any sale of all or substantially all of the assets of the Company or any liquidation of the Company (each such event is hereinafter referred to as an "extraordinary transaction"), the Company shall:

(a) Have the obligations of the Company under this Agreement expressly assumed by the survivor, purchaser or successor, as the case may be, in such extraordinary transaction; or

(b) Otherwise adequately provide for the satisfaction of the Company's obligations under this Agreement, in a manner acceptable to Indemnitee.

11. NO PERSONAL LIABILITY. Indemnitee agrees that neither the Directors nor any officer, employee, representative or agent of the Company shall be personally liable for the satisfaction of the Company's obligations under this Agreement, and Indemnitee shall look solely to the assets of the Company for satisfaction of any claims hereunder.

12. SEVERABILITY. If any provision, phrase or other portion of this Agreement should be determined by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, and such determination should become final, such provision, phrase or other portion shall be deemed to be severed or limited, but only to the extent required to render the remaining provisions and portions of the Agreement enforceable, and the Agreement as thus amended shall be enforced to give effect to the intention of the parties insofar as that is possible.

13. SUBROGATION. In the event of any payment under this Agreement, the Company shall be subrogated to the extent thereof to all rights to indemnification or reimbursement against any insurer or other entity or person vested in the Indemnitee, who shall execute all instruments and take all other actions as shall be reasonably necessary for the Company to enforce such rights.

14. GOVERNING LAW. The parties hereto agree that this Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Ohio.

15. NOTICES. All notices, requests, demands and other communications hereunder shall be in writing and shall be considered to have been duly given if delivered by hand and receipted for by the party to whom the notice, request, demand or other communication shall have been directed, or mailed by Certified mail, return receipt requested, with postage prepaid;

(a) If to the Company, to:

Myers Industries, Inc. 1293 South Main Street Akron, Ohio 44301 Attention: President

(b) If to Indemnitee, to:

or to such other or further address as shall be designated from time to time by the Indemnitee or the Company to the other.

16. TERMINATION. This Agreement may be terminated by either party upon not less than sixty (60) days' prior written notice delivered to the other party, but such termination shall not in any way diminish the obligations of Company hereunder with respect to Indemnitee's activities prior to the effective date of termination.

17. AMENDMENTS. This Agreement and the rights and duties of Indemnitee and the Company hereunder may not be amended, modified or terminated except by written instrument signed and delivered by the parties hereto.

This Agreement is and shall be binding upon and shall inure to the benefits of the parties hereto and their respective heirs, executors, administrators, successors and assigns.

IN WITNESS WHEREOF, the undersigned have executed this Agreement in triplicate as of the date first above written.

Myers Industries, Inc.

Indemnitee

EXHIBIT 10(c)

AMENDED AND RESTATED MYERS INDUSTRIES, INC.
1992 STOCK OPTION PLAN

1. ESTABLISHMENT, PURPOSE, AND EFFECTIVE DATE OF PLAN.

1.1 Establishment. Myers Industries, Inc., an Ohio corporation and its subsidiaries ("Company") hereby ammend the "1992 Stock Option Plan") ("Plan") for key employees of the Company, and for Directors of the Company who are not employees of the Company. The Plan permits the grant of "Employee Stock Options" to certain key employees and the grant of "Director Stock Options" to Eligible Directors of the Company based upon a fixed formula.

1.2 Purpose. The purpose of the Plan is to advance the interests of the Company by encouraging and providing for the acquisition of an equity interest in the Company by key employees and Directors of the Company and by enabling the Company to attract and retain the services of such key employees and Directors upon whose judgment, interest, and special effort the successful conduct of its operations is largely dependent.

1.3 Effective Date. The Amended and Restated Plan shall become effective as of December 14, 1998, the date of its adoption by the Board of Directors of the Company.

2. DEFINITIONS.

2.1 Definitions. Whenever used herein, the following terms shall have their meanings set forth below:

"Administrator" means the Vice President-Finance of the Company who shall administer the Director Stock Option program.

"Award" means any Option.

"Board" means the Board of Directors of the Company.

"Code" means the Internal Revenue Code of 1986, as amended.

"Committee" means the Committee of the Company's Board of Directors which shall consist of three or more Directors appointed to the Board to administer the Employee Stock Option program. These Directors shall be "non-employee directors" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934 ("Exchange Act").

"Common Stock" means the common stock of the Company, without par value.

"Company" means Myers Industries, Inc. and its subsidiaries.

"Disability" means disability as determined by the Committee, in the case of the Employee Stock Option program, and the Administrator in the case of the Director Stock Option program.

"Director Stock Option" means an Option granted to an Eligible Director. Each Director Stock Option shall be a nonqualified stock option the grant of which is not intended to fall under the provisions of Section 422A of the Code.

"Eligible Director" means any statutory director of the Company who is not an employee of the Company.

"Employee Stock Option" means any Option granted to an eligible employee as either a qualified stock option or a non-qualified stock option.

"Fair Market Value" means the closing price of the Common Stock as reported on the principal United States securities exchange registered under the Exchange Act on which such Common Stock is listed, which is the American Stock Exchange, Inc., or if such Common Stock is not in the future listed on any such exchange, the highest closing bid quotation with respect to a share of such Common Stock on the National Association of Securities Dealers, Inc. Automated Quotations System or any substantially equivalent system then in use on a particular date. In the event that there are no Common Stock transactions on such date, the Fair Market Value shall be determined as of the immediately preceding date on which there were Common Stock transactions.

"Option" means the right to purchase Common Stock at a stated price for a specified period of time. For purposes of the Plan an Employee Stock Option may be either (i) an incentive stock option within the meaning of Section 422A of the Code or (ii) a nonqualified stock option whose grant is intended not to fall under the provisions of Section 422A. All Director Stock Options will be nonqualified stock options whose grant is intended not to fall under the provisions of Section 422A.

"Option Agreement" means an agreement entered into between the Company and an employee pursuant to the Employee Stock Option program in the form prescribed by the Committee, or between the Company and an Eligible Director pursuant to the Director Stock Option program in the form prescribed by the Administrator.

"Option Price" means the price at which each share of Common Stock subject to an Option may be purchased, determined in accordance with Section 7.4.

"Participant" means any individual being a key employee designated by the Committee to participate in the Plan pursuant to Section 3.1 herein.

"Retirement" means termination of employment upon the normal retirement age se by the Board of Directors.

"Return on Common Equity" means the result obtained by dividing "Net Income" by the "Common Shareholders Equity," as such terms are defined by the Company's accountant.

2.2 Gender and Number. Except when otherwise indicated by the context, words in the masculine gender when used in the Plan shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular.

3. ELIGIBILITY AND PARTICIPATION.

3.1 Employee Stock Option. Participants in the Plan shall be selected by the Committee from among those employees of the Company who in the opinion of the Committee are in a position to contribute materially to the Company's continued growth, development, and long-term financial success. Persons serving on the Committee shall not be eligible to be a Participant.

3.2 Director Stock Options. Eligible Directors are entitled to participate in the Plan solely with respect to the grant of Director Stock Options. The selection of Eligible Directors is not subject to the discretion of the Committee or Administrator. Persons serving on the Committee who are Eligible Directors may receive grants of Director Stock Options.

4. ADMINISTRATION.

4.1 The Committee. The Committee shall be responsible for the administration of the Plan as it relates solely to Employee Stock Options. The Committee, by majority action thereof, is authorized to interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interests of the Company, and to make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the explicit provisions of the Plan. Determinations, interpretations, or other actions made or taken by the Committee pursuant to the provisions of the Plan relating to Employee Stock Options shall be final and binding and conclusive for all purposes and upon all persons whomsoever.

4.2 The Administrator. The Administrator, being the Vice President-Finance of the Company, shall be responsible for the administration of the Plan as it relates solely to Director Stock Options. The Administrator is authorized to interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interests of the Company, and to make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the explicit provisions of the Plan. Determinations, interpretations, or other actions made or taken by the Administrator pursuant to the provisions of the Plan relating to Director Stock Options shall be final and binding and conclusive for all purposes and upon all persons whomsoever.

5. STOCK SUBJECT TO PLAN.

5.1 Number. The total number of shares of Common Stock subject to issuance under the Plan shall be Two Hundred Thousand (200,000) shares of capital stock of the Company; One Hundred Seventy Thousand (170,000) issuable as Employee Stock Options and Thirty Thousand (30,000) issuable as Director Stock Options, in each case subject to the number of options already granted under the Plan, prior to the date of this Amended and Restated Plan. The shares to be delivered under the Plan may consist, in whole or in part, of authorized but unissued Common Stock or issued Common Stock reacquired and held as treasury stock not reserved for any other purpose.

5.2 Unused Stock. In the event any shares of Common Stock that are subject to an Option which, for any reason, expires or is terminated unexercised or are reacquired by the Company, such shares again shall become available for issuance under the Plan.

5.3 Adjustment in Capitalization. In the event that subsequent to the date of adoption of the Plan by the Board, the shares of Common Stock should as a result of a stock split, stock dividend, combination or exchange of shares, exchange for other securities, reclassification, reorganization, redesignation, merger, consolidation, recapitalization or other such change, be increased or decreased or changed into or exchanged for a different number or kind of shares of Common Stock or other securities of the Company or of another corporation, then (a) there shall automatically be substituted for each share of Common Stock subject to an unexercised Option (in whole or in part) granted under the Plan and each share of Common Stock available for additional grants of Options under the Plan the number and kind of shares of Common Stock or other securities into which each outstanding share of Common Stock shall be changed or for which each such share shall be exchanged, (b) the Option Price shall be increased or decreased proportionately so that the aggregate purchase price for the securities subject to the Option shall remain the same as immediately prior to such event, and (c) the Board shall make such other adjustments to the securities subject to Options and the provisions of the Plan and Option Agreements as may be appropriate and equitable. Any such adjustment may provide for the elimination of fractional shares.

6. DURATION OF PLAN.

The Plan shall remain in effect, subject to the Board's right to earlier terminate the Plan pursuant to Section 11 hereof, until all Common Stock subject to it shall have been purchased or acquired pursuant to the provisions hereof. Notwithstanding the foregoing, no Option may be granted under the Plan on or after the tenth (10th) anniversary of the Plan's effective date.

7. STOCK OPTIONS.

7.1 Grant of Employee Stock Options. Subject to the provisions of Sections 5 and 7, Employee Stock Options may be granted to Participants at any time and from time to time as shall be determined by the Committee. The Committee shall have complete discretion in determining the number of Options granted to each Participant. The Committee also shall determine whether an Option is to be an incentive stock option within the meaning of Code Section 422A ("ISO"), or a

nonqualified stock option whose grant is intended not to fall within the provisions of Section 422A ("NQSO"). However, in no event shall the aggregate Fair Market Value (determined at the date of grant) of the stock of which incentive stock options are first exercisable in a particular calendar year exceed $100,000, or such other limit as may be required by the Code.

Nothing in this Section 7 shall be deemed to prevent the grant of NQSOs in excess of the maximum established by Section 422A of the Code.

7.2 Grant of Director Stock Options. Subject to the provisions of Sections 5 and 7, Director Stock Options shall be granted to Eligible Directors as provided in this Section 7.2 and neither the Administrator nor the Committee shall have any discretion with respect to any matters set forth in this Section 7.2

Commencing immediately after the adjournment of the Company's Annual Meeting of Shareholders ("Annual Meeting") in 1999 and immediately after the adjournment of the Annual Meeting each year thereafter, any Eligible Director who was an Eligible Director immediately preceding such Annual Meeting and who has been elected as a director at such Annual Meeting shall automatically be granted a Director Stock Option for One Thousand (1,000) shares of Common Stock if, but only if, the Return on Common Equity of the Company as set forth in the Company's annual report to shareholders for the immediately preceding fiscal year is equal to or greater than ten percent (10%).

7.3 Option Agreement. Each Option shall be evidenced by an Option Agreement that shall specify the type of Option granted, the Option Price, the duration of the Option, the number of shares of Common Stock to which the Option pertains, and such other provisions as the Committee shall determine for the Employee Stock Options, and as the Administrator shall determine for the Director Stock Options.

7.4 Option Price. Employee Stock Options granted as ISOs, and all Director Stock Options, shall have an Option Price that is equal to the Fair Market Value of the Common Stock on the date the Option is granted. An ISO, however, shall only be granted to a person who owns, directly or indirectly, Common Stock possessing more than ten percent (10%) of the total combined voting power of all classes of Common Stock of the Company, if the price of any such Option is at least one hundred and ten percent (110%) of the Fair Market Value of the Common Stock subject to the Option. NQSOs granted as Employee Stock Options must have an option price which is not less than the amount allowed by applicable law, which option price may be less than the Fair Market Value on the day of grant.

7.5 Duration of Options. Each Employee Stock Option shall expire at such time as the Committee shall determine at the time the option is granted, provided, however, that all Employee Stock Options, whether as an ISO or NQSO, must be exercisable no later than ten (10) years and one day from the date of its grant. An Employee Stock Option granted to a person who owns, directly or indirectly, Common Stock possessing more than ten percent (10%) of the total combined voting power of all classes of Common Stock of the Company must be exercisable no later than five (5)

years from the date it is granted. Director Stock Options must be exercisable no later than ten (10) years and one day from the date of its grant.

7.6 Exercise of Options. All Employee Stock Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the same for all Participants. Director Stock Options granted under the Plan shall be exercisable one year after the date of its grant. No Option may be exercised until six months after the date of its grant.

7.7 Payment. The Option Price upon exercise of any Option shall be payable to the Company in full either (i) in cash or its equivalent, or (ii) by tendering shares of previously acquired Common Stock having a Fair Market Value at the time of exercise equal to the total Option Price, or (iii) by a combination of (i) and (ii). The proceeds from such a payment shall be added to the general funds of the Company and shall be used for general corporate purposes. As soon as practicable after receipt of full payment (including the necessary tax withholding), the Company shall deliver to the Participant or the Eligible Director, as the case may be, Common Stock certificates in an appropriate amount based upon the number of Options exercised, issued in the name of the Participant or the Eligible Director, as the case may be.

7.8 Restrictions on Stock Transferability. The Committee shall impose such restrictions on any shares of Common Stock acquired pursuant to the exercise of an Option under the Plan as it may deem advisable, including, without limitation, restrictions under applicable Federal securities law, under the requirements of any stock exchange upon which such shares of Common Stock are then listed under any blue sky or state securities laws applicable to such shares.

7.9 Termination of Employment for Specific Reasons. In the event the employment of a Participant is terminated for resignation, retirement, Disability or death, any outstanding Option granted pursuant to the Plan and any rights thereunder shall be exercisable by the Participant (or in the case of a deceased Participant by his legal representative) only to the extent of the accrued right to exercise such Option at the date of such termination. An employee will not be deemed terminated for leaves of absence related to illness or military leave. The Committee may, in its sole direction, permit the exercise of all or any portion of the Option not otherwise exercisable and may provide that all or some portion of the Option shall not terminate upon or by virtue of such employment termination.

To the extent that any such Option is exercisable at termination or, as the result of Committee approval, becomes exercisable at termination, the Option will remain exercisable for the earlier of the expiration date of the Option, or the following time periods beginning after the event which gives rise to the basis for termination: (a) resignation or retirement, three (3) months;
(b) Disability, twelve (12) months; and (c) death, six (6) months.

If at any time the Committee determines that a Participant has committed an act adverse to the interests of the Company, including but not limited to acts in competition with the Company or otherwise adverse to or not in the best interests of the Company, the Committee may

rescind the right of the Participant to exercise all or part of any Options then held, whether vested or unvested, said Options thereupon becoming null, void and of no effect.

7.10 Termination of Employment for Other Than Section 7.9 Reasons. If the employment of the Participant shall terminate for any reason other than one of those specified in Section 7.9 of the Plan, the rights under any then outstanding Option granted pursuant to the Plan which, pursuant to the terms of the Option Agreement between the Participant and the Company, is exercisable as of the date of such termination, shall terminate upon the expiration date of the Option or three (3) months after such date of termination of employment, whichever first occurs. In its sole discretion, the Committee may extend the three (3) months up to twelve (12) months, but in no event beyond the expiration date of the Option.

7.11 Termination of Eligible Director Shares. In the event that an Eligible Director ceases to be an Eligible Director for any reason, the rights under any outstanding Director Stock Options granted shall become immediately vested and exercisable pursuant to the terms of the original grant. If an Eligible Director ceases to be such by reason of death, any period shall be extended to the sooner of twelve months or the expiration date of the Director Stock Option.

7.12 Nontransferability of Options. No Option granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution. All Options granted to a Participant or an Eligible Director under the Plan shall be exercisable during his lifetime only by such Participant or Eligible Director.

8. BENEFICIARY DESIGNATION.

Each Participant or Eligible Director under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his death before he receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant or Eligible Director, shall be in a form prescribed by the Committee or Administrator (as the case requires), and will be effective only when filed by the Participant or Eligible Director in writing with the Committee or Administrator (as the case requires) during his lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant's or Eligible Director's death shall be paid to his estate.

9. RIGHTS OF EMPLOYEES.

9.1 Employment. Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant's employment at any time, nor confer upon any Participant any right to continue in the employ of the Company.

9.2 Participation. No employee shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant.

10. CHANGE IN CONTROL.

10.1 General. In the event that (a) the Company is a party to a merger or consolidation agreement, (b) the Company is a party to an agreement to sell substantially all of its assets, or (c) there is change in control of the Company as defined in Section 10.3 below, the Committee in the case of Employee Options, may, in their sole discretion, provide that all outstanding Options shall become immediately exercisable. All Director Stock Options shall become immediately exercisable.

10.2 Limitation on Payments. If the receipt of any payment under this
Section by any Participant shall, in the opinion of independent tax counsel selected by the Company, result in the payment by such Participant of any excise tax provided for in Section 280G and Section 4999 of the Code, or any sections of similar import, then the amount of such payment shall be reduced to the extent required, in the opinion of independent tax counsel, to prevent the imposition of such excise tax.

10.3 Definitions. For purposes of the Plan, a "change in control" shall mean any of the following events:

(a) The acquisition of "beneficial ownership," as defined in Rule 13d-3 promulgated under the Exchange Act of twenty percent (20%) or more of the total voting capital Common Stock of the Company then issued and outstanding, by any person, or "group," as defined in
Section 13(d)(3) of the Exchange Act; or

(b) Any person or group makes a filing under Section 13(d) or 14(d) of the Exchange Act; or

(c) Individuals who were members of the Board of the Company immediately prior to a meeting of the shareholders of the Company involving a contest for the election of Directors do not constitute a majority of the Board immediately following such election, unless the election of such new Directors was recommended to the shareholders by management of the Company.

The Board has final authority to determine the exact date on which a change in control has been deemed to have occurred under (a) and (b) above.

11. AMENDMENT, MODIFICATION AND TERMINATION OF PLAN.

The Board may at any time terminate and, from time to time, may amend or modify the Plan, provided, however, that no such action of the Board, without approval of the shareholders, may:

(a) Increase the total amount of Common Stock which may be issued under the Plan, except as provided in Subsections 5.1 and 5.3 of the Plan.

(b) Change the provisions of the Plan regarding the Option Price except as permitted by Subsection 5.3.

(c) Materially increase the cost of the Plan or materially increase the benefits to Participants.

(d) Extend the period during which Options may be granted.

(e) Extend the maximum period after the date of grant during which Options may be exercised.

No amendment, modification, or termination of the Plan shall in any manner adversely affect any Options theretofore granted under the Plan, without the consent of the Participant or the Eligible Director, as the case may be.

12. TAX WITHHOLDING.

(a) The Company shall have the right to withhold from any payments made under the Plan or to collect as a condition of payment, any taxes required by law to be withheld. At any time when a Participant or an Eligible Director, as the case may be, is required to pay to the Company an amount required to be withheld under applicable income tax laws in connection with a distribution of common stock or upon exercise of an Option, the Participant or an Eligible Director, as the case may be, may satisfy this obligation in whole or in part by electing ("Election") to have the Company withhold from the distribution, shares of common stock having a value equal to the amount required to be withheld. The value of the shares to be withheld shall be based on the Fair Market Value of the common stock on the date that the amount of tax to be withheld shall be determined ("Tax Date").

(b) Each Election must be made prior to the Tax Date. The Committee may disapprove of any Election, may suspend or terminate the right to make Elections, or may provide with respect to any grant that the right to make elections shall not apply to such Grant. An Election is irrevocable.

(c) If a Participant is an officer of the Company within the meaning of
Section 16 of the Exchange Act or if the person making the Election is an Eligible Director, than an Election is subject to the following additional restrictions:

(1) The Election must be made six (6) months prior to the Tax Date.

(2) No Election shall be effective for a Tax Date which occurs within six (6) months of the grant of the award, except that this limitation shall not apply in the event Death or Disability of the Participant or the Eligible Director, as the case may be, occurs prior to the expiration of the six-month period.

13. INDEMNIFICATION.

The Administrator and each person who is or shall have been the Administrator, and each person who is or shall have been a member of the Committee, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof, with the Company's approval, or paid by him in satisfaction of any judgment in any such action, suit, or proceeding against him, provided he shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company's Articles of Incorporation or Code of Regulations, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

14. REQUIREMENTS OF LAW.

14.1 Requirements of Law. The granting of Options and the issuance of shares of Common Stock upon the exercise of an Option shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

14.2 Governing Law. The Plan, and all agreements hereunder, shall be construed in accordance with and be governed by the laws of the State of Ohio.

EXHIBIT 10(d)

MYERS INDUSTRIES, INC.
AMENDED AND RESTATED
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
ADOPTED JULY 22, 1992;
AMENDED APRIL 28, 1993 AND EFFECTIVE MAY 1, 1993

A. GENERAL PROVISIONS OF THE PLAN

1. PURPOSE OF THE PLAN. The Myers Industries, Inc. Amended and Restated Dividend Reinvestment and Stock Purchase Plan (the "PLAN") has been adopted by Myers Industries, Inc. ("MYERS" or the "COMPANY") to provide the holders of record of shares of Myers common stock, no par value ("MYERS STOCK") with a simple, convenient and economical method of investing cash dividends in additional shares of Myers Stock and also allowing for the purchase of additional shares of Myers Stock by making optional cash payments, both without payment of any brokerage commissions or service charges. The shares of Myers Stock purchased under the Plan will be purchased from Myers. The Company will receive the proceeds from such sales and the proceeds will be used for general corporate purposes.

2. ADMINISTRATION OF THE PLAN. Myers has appointed First Chicago Trust Company, New York, New York ("FIRST CHICAGO"), as ("ADMINISTRATOR"), and the Administrator has agreed to administer the Plan by keeping the necessary records, processing the necessary information, sending the necessary statements of account to those shareholders who have enrolled and are participating in the Plan ("PARTICIPANTS") and by performing such other necessary duties relating to the Plan. Myers has reserved the right, subject to the terms of the agreement between Myers and the Administrator, and may from time to time appoint another entity as the agent to perform, or assist Myers in the performance of, the administrative duties for the Plan.

The shares of Myers Stock purchased from Myers under the Plan will be held for the account of each Participant by First Chicago as the custodian designated by Myers (the "CUSTODIAN"). All shares of Myers Stock held under the Plan shall be registered in the name of the Custodian's nominee, as the agent of each of the Participants in the Plan. Myers has reserved the right, subject to the terms of the agreement between Myers and the Administrator, and may from time to time appoint another entity as the agent to perform, or assist Myers in the performance of, the custodial duties for the Plan.

Myers reserves the right, acting in good faith, to interpret and regulate the Plan as deemed desirable or necessary in connection with the Plan's operation, and to adopt such rules and regulations as it deems necessary or appropriate to facilitate the administration of the Plan, which rules and regulations may be adopted without notice to the Participants and shall be binding upon each Participant.

3. NOTICES. Any notice, statement or certificate which by any provision of the Plan is required or permitted to be given by Myers, the Administrator or the Custodian, shall be in writing and shall be deemed to have been sufficiently given for all purposes by being deposited, postage prepaid, in the United States mail, addressed to the Participant at his address as it shall last appear on the Administrator's records or, if Myers is not the Administrator at that time and is giving such notice, on Myers' records.

Any notice, instruction, request or election which by any provision of the Plan is required or permitted to be given or made by a Participant to the Administrator or the Custodian shall be deemed to have been sufficiently given or made for all purposes by being deposited, postage prepaid, in the United States mail addressed to the Administrator at the address specified in the then most recent statement, notice or other communication from the Administrator.

4. CONTROLLING TERMS. The terms and conditions of the Plan, the Enrollment-Authorization Form (defined below) and the operation of the Plan shall be governed by and construed in accordance with the laws of the State of Ohio. Myers reserves the right, acting in good faith, to interpret and regulate the Plan as deemed desirable or necessary in connection with the Plan's operation.

5. AMENDMENT AND TERMINATION OF THE PLAN. Myers reserves the right to amend, modify, suspend or terminate the Plan, or to terminate any Participant's participation in the Plan, at any time after written notice of any such action is mailed to the Participant or all Participants, as the case may be, at the address or addresses appearing on the records of the Administrator (or Myers, if Myers is the Administrator at that time). Any such action taken by Myers shall not have any retroactive effect which would prejudice the interests of Participants.

6. RESPONSIBILITY OF MYERS, THE ADMINISTRATOR AND THE CUSTODIAN. Neither Myers, the Administrator, nor the Custodian shall be liable for any action taken, suffered or omitted by them or any one or more of them, in good faith, including, without limitation: any claims of liability arising out of the failure to terminate a Participant's account upon the Participant's death, adjudication of incompetency or other event of termination; the prices and times at which shares of Myers Stock are purchased for the Participant's account or sold at the request of the Participant upon his termination of Participation in the Plan; fluctuations in the market value of the Myers Stock; or any act or failure to act due to the requirement of any governmental authority.

B. PROVISIONS RELATING TO PARTICIPANTS

1. ELIGIBLE SHAREHOLDERS. Any holder of record of Myers Stock ("SHAREHOLDER") is eligible to participate in the Plan, except Shareholders who reside in a jurisdiction outside the United States in which it is unlawful for Myers to permit participation in the Plan.

2. SHAREHOLDER ENROLLMENT IN THE PLAN. An eligible Shareholder may enroll as a

Participant in the Plan by obtaining, completing, signing and submitting to the Administrator, an Enrollment-Authorization Form (the "ENROLLMENT FORM"). The Administrator and the Company reserve the right to reject any Enrollment Form from a Participant who has terminated participation or been terminated from participating in the Plan.

3. PARTICIPATION OPTIONS FOR SHAREHOLDERS. Each eligible Shareholder who desires to participate in the Plan may elect any one of the following three participation options:

(a) FULL DIVIDEND REINVESTMENT. The Administrator will invest, in accordance with the provisions of the Plan, all of the Participant's cash dividends and other amounts as specified in Section B.16 below, in respect of all (i) shares of Myers Stock then or subsequently registered in the Participant's name, and (ii) all shares of Myers Stock held in such Participant's account under the Plan. The Participant will also be entitled to make Optional Cash Payments (as defined below) for the purchase of additional shares of Myers Stock in accordance with the provisions of the Plan.

(b) PARTIAL DIVIDEND REINVESTMENT. The Administrator will invest, in accordance with the provisions of the Plan, the Participant's cash dividends and other amounts as specified in Section B.16 below, only in respect of (i) the number of shares of Myers Stock registered in such Participant's name designated in the appropriate space on the Enrollment Form, and (ii) all shares of Myers Stock held in such Participant's account under the Plan. The sale of shares of Myers Stock by the Participant will not affect the number of shares participating in the Plan; provided that, in the event the number of shares of Myers Stock held of record by a Participant is reduced to fewer than the number of shares of Myers Stock designated as participating in the Plan on the Enrollment Form, such Participant's dividend participation in the Plan shall be automatically reduced to the number of shares of Myers Stock such Participant holds of record. At such times as additional shares of Myers Stock may be acquired by such Participant, such additional shares will be deemed to participate in the Plan until the number of shares equals the number of shares designated as participating in the Plan on the then current Enrollment Form. The Participant will also be entitled to make Optional Cash Payments for the purchase of additional shares of Myers Stock in accordance with the provisions of the Plan.

(c) OPTIONAL CASH PURCHASES ONLY. The Administrator will invest Optional Cash Payments made by the Participant in shares of Myers Stock in accordance with the provisions of the Plan. The Participant will continue to receive all cash dividends and other distributions in respect of the shares of Myers Stock such Participant holds of record. Cash dividends on all shares of Myers Stock held in such Participant's account under the Plan will be invested by the Administrator in accordance with the Plan. A participant may change his participation option at any time by submitting to the Administrator a new Enrollment Form indicating the participation option elected for future participation in the Plan.

4. OPTIONAL CASH PAYMENTS. A Participant may from time to time send to the Administrator a check or money order payable in United States Dollars to "First Chicago-Myers" in an amount not less than $50 nor more than $2,500, accompanied by a written instruction to the

Administrator on the form supplied to Participants by the Administrator to apply such cash payment to the purchase of Myers Stock for such Participant's account ("OPTIONAL CASH PAYMENT"). No Participant shall be permitted to make Optional Cash Payments in excess of $2,500 during any calendar quarter. Optional Cash Payments must be received by the Administrator on or before the applicable Investment Date (as defined below).

No interest will be paid on Optional Cash Payments. A Participant may obtain the return of any Optional Cash Payment by a written notice requesting such return, provided the request is received by the Administrator at least two business days prior to the Investment Date of such Optional Cash Payment. The Optional Cash Payment will be promptly returned by mail to the address of the Participant shown on the Administrator's records.

5. INVESTMENT OF DIVIDENDS AND OPTIONAL CASH PAYMENTS. As agent for the Participants in the Plan, the Administrator will apply (i) all cash dividends payable on shares of Myers Stock registered in the names of the Participants in the Plan which have been designated, in the manner provided in Section B.3 above by each Participant as shares participating in the Plan ("ENROLLED SHARES");
(ii) all cash dividends payable on shares of Myers Stock and Fractional Share Equivalents (as defined below) acquired under the Plan and held by the Custodian for the account of Participants in the Plan; (iii) net proceeds from the sale of rights or other securities sold in accordance with Section B.17 below; and (iv) any Optional Cash Payments delivered to the Administrator in accordance with
Section B.4; to the purchase of shares of Myers Stock and purchase of fractional share equivalents computed to three decimal places ("FRACTIONAL SHARE EQUIVALENTS") for the accounts of the Participants in the Plan.

6. INVESTMENT DATE. Dividends on Enrolled Shares and on shares of Myers Stock held in the Plan for the accounts of Participants will be invested as of the dividend payment date ("INVESTMENT DATE"). Optional Cash Payments will also be invested as of the Investment Date.

7. PURCHASE OF SHARES: PRICE. The shares of Myers Stock will be purchased from Myers. Such shares may be original issue or treasury shares. The per share purchase price for the shares of Myers Stock purchased with reinvested cash dividends (including shares held in the Plan for the accounts of Participants) and Optional Cash Payments, will be 100% of the closing price of shares of Myers Stock reported (in The Wall Street Journal or other nationally recognized daily newspaper) as American Stock Exchange Composite Transactions on the relevant Investment Date, or if such relevant Investment Date is not a trading day, on the trading day immediately preceding such relevant Investment Date. Any costs, including commissions, will be paid by Myers and will not be deducted from the amounts received from the Participants.

If for any reason shares of Myers Stock are not traded on the American Stock Exchange on and for five (5) consecutive trading days prior to, or the American Stock Exchange shall remain closed on and for five (5) consecutive regular trading days prior to, any Investment Date, all cash, whether dividends or Optional Cash Payments, held for the purchase of shares of Myers Stock on

such Investment Date will be sent to the Participants.

In the event Myers or the Administrator shall determine that The Wall Street Journal's report contains reporting errors, the Administrator may obtain market price reports from such other sources as the Administrator shall deem appropriate.

8. RECORDS OF ACCOUNTS. The Administrator will maintain or cause to be maintained an account for each Participant in the Plan. On each Investment Date the Administrator will credit to each Participant's account the number of full shares of Myers Stock and any Fractional Share Equivalents purchased on such Investment Date with the Participant's dividends and Optional Cash Payments, if any, at the per share price paid on that Investment Date.

9. REPORTS TO PARTICIPANTS. As soon as practicable after the end of each calendar quarter, the Administrator will mail to each Participant a statement setting forth in respect of such calendar quarter ("STATEMENT PERIOD"): the dividend otherwise payable to the Participant and the Optional Cash Payments received from the Participant; Dividend Securities (as defined in
Section B.17) issued and the proceeds from the sale thereof; taxes withheld, if any; the net amount invested; the number of shares of Myers Stock purchased; the per share purchase price; the total number of full shares of Myers Stock and Fractional Share Equivalent (computed to three decimal places) accumulated under the Plan by the Participant as of the end of the Statement Period; and such other information as may be deemed necessary or appropriate. At the end of each calendar year, income tax reporting information will also be supplied to each Participant. Each Participant will also receive copies of Myers' Annual and Quarterly Reports to Shareholders, Proxy Statements and other communications sent to Shareholders.

10. CUSTODY OF SHARES. All shares purchased under the Plan will be delivered to the Custodian under the Plan and held of record by the Custodian, or its nominee, as the agent of the Participants. Pursuant to instructions from the Administrator, the Custodian will deliver full shares to the Participant designated by the Administrator or will sell full shares and pay over the net proceeds to the Participant designated by the Administrator. Such instructions will be issued by the Administrator only in accordance with (i) the written instructions of a Participant terminating his participation in the Plan, (ii) the written instructions of a Participant withdrawing all or a portion of his full shares from the Plan, (iii) termination of the Participant's account by the Administrator, or (iv) Myers' notice of termination of the Plan. The Custodian will also deliver all shares held by it or its nominee under the Plan to another party upon notice to it that Myers has designated such other party as the Custodian under the Plan.

Shares of Myers Stock held by the Custodian for the account of a Participant in the Plan may not be pledged, hypothecated or assigned by the Participant.

A Participant may deposit certificates for shares of Myers Stock held by him outside of the Plan with the Custodian for safekeeping. Any certificates to be deposited must be properly endorsed and be accompanied by a writing indicating that the shares of Myers Stock are to be added to the

Participant's account.

11. ISSUANCE OF CERTIFICATES. A Participant may at any time obtain without charge a certificate for all or part of the full shares of Myers Stock credited to his account by making a written request therefor to the Administrator. Certificates for shares of Myers Stock, when issued, will be registered in the name(s) in which the Participant's account under the Plan is maintained. The Participant shall be responsible for any transfer taxes or other expenses incurred in complying with any such request. In no event will certificates for Fractional Share Equivalents be issued.

12. SALE OF SHARES. A Participant may at any time request the sale of all or a part of the full shares of Common Stock credited to his Plan account. Shares to be sold will be forwarded by the Administrator, on behalf of the Participant, to a brokerage firm which will effect such sale for the Participant and will remit the proceeds, less brokerage commissions, a nominal service charge, any transfer taxes and any other costs of sale ("COSTS OF SALE"). Sale requests may be accumulated by the Administrator. Shares that are to be sold may be aggregated with those of other Participants, in which case the proceeds to each Participant will be based on the weighted average of the sale prices of shares sold under the Plan on that date.

13. COSTS OF THE PLAN. Myers will bear all costs and expenses associated with the administration of the Plan in accordance with these terms and conditions, except in the event of the sale by a Participant whereby a nominal service charge ("SERVICE CHARGE") will be charged. In the event the Participant elects to have the Administrator or the Custodian, acting as his agent, sell his shares of Myers Stock held in the Plan under Section B.12 or upon his withdrawal from the Plan in accordance with Section B.14, the Participant will be charged with any brokerage commissions, the Service Charge, any applicable taxes and other charges arising from the sale of shares of Myers Stock. Such costs will be charged to the Participant and deducted from the proceeds of the sale of shares of Myers Stock so requested.

14. TERMINATION OF PARTICIPATION. A Participant may terminate his or her participation in the Plan at any time. Termination of participation in the Plan will stop all investment of the Participant's dividends if the notice of termination is received by the Administrator not later than the record date prior to the dividend payment date. Any optional cash payments which had been sent to the Administrator prior to the request to terminate will also be invested unless return of the amount is expressly requested and the request for termination and such return request is received at least two business days prior to the dividend payment date. If the request to terminate is received by the Administrator on or after the record date for a dividend payment, such request to terminate may not become effective until any dividend paid on the dividend payment date has been reinvested and the shares of Common Stock purchased are credited to the Participant's account under the Plan. The Administrator, in its sole discretion, may either pay any such dividend in cash or reinvest it in Common Stock on behalf of the terminating Participant. If such dividend is reinvested, the Administrator will sell the shares purchased and remit the proceeds to the Participant, less the Costs of Sale. After termination, dividends will be paid to the shareholder in cash unless and until the shareholder rejoins the Plan, which he or she may do at any time by requesting an Enrollment Form

from the Administrator.

In order to terminate participation in the Plan, a Participant must notify the Administrator in writing. When a Participant terminates, or upon termination of the Plan by the Company, certificates for whole shares credited to the Participant under the Plan will be issued and a cash payment will be made for any fraction of a share, less any Costs of Sale. The cash payment for the fraction of a share will be based on the current market price of the Common Stock.

Upon termination, a Participant may also request the sale of all or a part of the whole shares of Common Stock credited to his or her Plan account. The Administrator will sell such shares and remit the proceeds to the Participant, less the Costs of Sale. Sale requests may be accumulated by the Administrator.

The Administrator may at any time in its discretion terminate a Participant's interest in the Plan by sending written notice to the Participant at his or her last known address as shown on the Administrator's records. Upon such termination, a Participant will receive from the Administrator a certificate for the full shares of Common Stock credited to the Participant under the Plan and a cash payment for any fraction of a share, determined as of the close of business on the date of termination by the Administrator.

15. VOTING RIGHTS. Each Participant will be sent a proxy card in connection with any annual or special shareholders' meeting. This proxy will apply to all shares registered in the Participant's name and to all shares of Common Stock credited to the Participant's Plan account.

16. STOCK DIVIDENDS AND SPLITS. Any dividends in the form of shares of Myers Stock and any shares resulting from a split of Myers Stock distributed by Myers on shares held of record by the Custodian will be retained by the Custodian and credited to the Participant's account and reflected in the next statement furnished to the Participant in accordance with the Plan.

17. DIVIDEND SECURITIES. In the event that Myers makes available to the holders of Myers Stock (i) rights to purchase additional shares of Myers Stock, convertible debentures or other securities of Myers, or (ii) any securities of any other issuer, the Custodian will sell such rights or other securities ("DIVIDEND SECURITIES") accruing to the shares of Myers Stock credited to Participants' accounts and apply the resulting funds to the purchase of additional shares of Myers' Stock for the Participants' accounts on the next Investment Date. The price at which the Custodian shall be deemed to have sold Dividend Securities for the Participants' accounts shall be the weighted average price, less brokerage commissions and any other costs of sale, of all Dividend Securities sold by the Custodian of the same class sold at substantially the same time.

In the event a Participant desires to personally receive Dividend Securities, which may accrue in respect of full shares of Myers Stock credited to his account, the Participant must request distribution of certificates for such shares of Myers Stock at least five (5) business days prior to the record date for the issuance of the Dividend Securities.

18. TAXES. The fact that dividends are reinvested does not in any manner relieve a Participant of liability for taxes that may otherwise be payable in respect of dividends, any Dividend Securities, or any transactions effected under the Plan.

19. EFFECTIVE DATE OF THE PLAN. The effective date of the Plan is and the provisions of the Plan shall be in effect in respect of each Investment Date which occurs on or after May 1, 1993.

EXHIBIT 10(l)

SECOND AMENDMENT TO LOAN AGREEMENT

THIS SECOND AMENDMENT TO LOAN AGREEMENT, dated as of August 2, 2000 (this "Amendment"), is among MYERS INDUSTRIES, INC., an Ohio corporation (the "Company"), the foreign subsidiary borrowers party hereto (the "Foreign Subsidiary Borrowers", and together with the Company, the "Borrowers", the lenders party hereto (collectively, the "Lenders") and BANK ONE, MICHIGAN, a Michigan banking corporation, as agent for the Lenders (in such capacity, the "Agent").

RECITALS

A. The Borrowers, the Agent and the Lenders are parties to a Loan Agreement dated as of February 3, 1999, as amended by a First Amendment to Loan Agreement dated August 2, 1999 (as now and hereafter amended, the "Loan Agreement").

B. The Borrowers desire to amend the Loan Agreement, and the Agent and the Lenders are willing to do so in accordance with the terms hereof.

TERMS

In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows:

ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in Article III hereof, the Loan Agreement shall be amended as follows:

1.1 Reference in Section 6.14(viii) to "$10,000,000" shall be deleted and "$15,000,000" shall be substituted in place thereof.

1.2 Section 6.16 is restated as follows:

6.16 DIVIDENDS. The Company will not, nor will it permit any Subsidiary to, declare or pay any dividends or make any distributions on its Capital Stock (other than dividends payable in its own Capital Stock which is common stock) or redeem, repurchase or otherwise acquire or retire any of its Capital Stock at any time outstanding, except that
(a) any Subsidiary may declare and pay dividends or make distributions to the Company or to a Wholly-Owned Subsidiary and (b) provided that no Default or Unmatured Default exists or would be caused thereby, the Company may make such other dividends, redemptions or distributions (i) for the fiscal year ending December 31, 2000, which, when aggregated with all Investments made in such fiscal year pursuant to Section 6.13(vi), do not exceed in the aggregate an amount equal to 50% of the consolidated net income of the Company and its Subsidiaries for such fiscal year ending December 31, 2000 or (ii) for any other fiscal year, which, when aggregated with all Investments made in such fiscal year pursuant to Section 6.13(vi), do not exceed in the aggregate an amount equal to 25% of the consolidated net income of the Company and its Subsidiaries for such fiscal year. The Company will not issue any Disqualified Stock.

1.3 Section 6.21 is restated as follows:

6.21 INTEREST COVERAGE RATIO. The Company shall not permit its Interest Coverage Ratio to be less than (a) 3.00 to 1.0 as of the last day of any fiscal quarter ending on or before September 30, 2001 or (b) 3.50 to 1.0 as of the last day of any fiscal quarter.

1.4 A new Section 6.25 is added as follows:

6.25. CAPITAL EXPENDITURES. The Company will not, nor will it permit any Subsidiary to, expend, or be committed to expend, for capital expenditures during any one fiscal year on a non-cumulative basis in the aggregate for the Borrower and its Subsidiaries, an amount in excess of (a) $50,000,000 for the fiscal year ending December 31, 2000 or the fiscal year ending December 31, 2001 or (b) $40,000,000 for any other fiscal year.

ARTICLE II. REPRESENTATIONS. Each Borrower represents and warrants to the Agent and the Lenders that:

2.1 The execution, delivery and performance of this Amendment is within its powers, has been duly authorized and is not in contravention of any statute, law or regulation known to it or of any terms of its Articles of Incorporation or By-laws, or of any material agreement or undertaking to which it is a party or by which it is bound.

2.2 This Amendment is the legal, valid and binding obligation of each Borrower enforceable against each in accordance with the terms hereof.

2.3 After giving effect to the amendments contained herein, the representations and warranties contained in Article V of the Loan Agreement are true on and as of the date hereof with the same force and effect as if made on and as of the date hereof.

2.4 No Default or Unmatured Default exists or has occurred and is continuing on the date hereof.

ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective as of the date hereof when each of the following conditions is satisfied:

3.1 The Borrowers and the Required Lenders shall have signed this Amendment.

3.2 The Borrowers and the Guarantors shall have delivered such resolutions and officer's certificates as the Agent may reasonably request.

3.3 The Company shall have delivered to the Agent such other documents and satisfied such other conditions, if any, as reasonably requested by the Agent.

ARTICLE IV. MISCELLANEOUS.

4.1 References in the Loan Agreement or in any other Loan Document to the Loan Agreement shall be deemed to be references to the Loan Agreement as amended hereby and as further amended from time to time.

4.2 Except as expressly amended hereby, the Borrowers and Guarantors agree that the Loan Agreement and all other Loan Documents are ratified and confirmed, as amended hereby, and shall remain in full force and effect in accordance with their terms and that they are not aware of any set off, counterclaim, defense or other claim or dispute with respect to any of the foregoing.

4.3 Terms used but not defined herein shall have the respective meanings ascribed thereto in the Loan Agreement. This Amendment may be signed upon any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument, and telecopied signatures shall be effective as originals.

IN WITNESS WHEREOF, the parties signing this Amendment have caused this Amendment to be executed and delivered as of the day and year first above written.

MYERS INDUSTRIES, INC

By: /s/ Gregory J. Stodnick
   ---------------------------------

FOREIGN SUBSIDIARY BORROWERS:

MYERS AE, SA

By: /s/ Gregory J. Stodnick
   ---------------------------------

MYELin INTERNATIONAL FINANCE, SA

By: /s/ Gregory J. Stodnick
   ---------------------------------

LISTO PRODUCTS LIMITED, FORMERLY
KNOWN AS 18936 YUKON INC.

By: /s/ Gregory J. Stodnick
   ---------------------------------

BANK ONE, MICHIGAN, as Agent and as a Lender

By: /s/ Gary C. Wilson
   ---------------------------------

BANK ONE, CANADA

By: /s/ Gary C. Wilson
   ---------------------------------

SOCIETE GENERALE NEW YORK BRANCH

By: /s/ Nicolas Guerin
   ---------------------------------

KEYBANK NATIONAL ASSOCIATION

By: /s/ J. T. Taylor
   ---------------------------------

THE CHASE MANHATTAN BANK

By: /s/ Henry W. Centa
   ---------------------------------

MELLON BANK, N.A.

By: /s/ Debra L. McAllonis
   ---------------------------------

NATIONAL CITY BANK

By: /s/ Peter W. Richer
   ---------------------------------

STAR BANK, N.A.

By: /s/ Philip M. Daetwyler
   ---------------------------------

HARRIS TRUST AND SAVINGS BANK

By: /s/ Michael J. Johnson
   ---------------------------------

FIRSTMERIT BANK, N.A.

By: /s/ Stephen F. Mysko
   ---------------------------------

FIFTH THIRD NATIONAL BANK

By: /s/ Roy C. Lanctot
   ---------------------------------

DEN DANSKE BANK

By: /s/ Daniel F. Lenzo
   ---------------------------------

By: /s/ John A. O'Neill
   ---------------------------------

COMERICA BANK

By: /s/ Jeffrey J. Judge
   ---------------------------------

As of the date and year first above written, each of the undersigned hereby:

(a) fully consents to the terms and provisions of the above Amendment and the consummation of the transactions contemplated hereby and agrees to all terms and provisions of the above Amendment applicable to it;

(b) agrees that each Guaranty and all other agreements executed by any of the undersigned in connection with the Credit Agreement or otherwise in favor of the Agent or the Banks (collectively, the "Security Documents") are hereby ratified and confirmed and shall remain in full force and effect, and each of the undersigned acknowledges that it has no setoff, counterclaim or defense with respect to any Security Document; and

(c) acknowledges that its consent and agreement hereto is a condition to the Banks' obligation under this Amendment and it is in its interest and to its financial benefit to execute this consent and agreement.

BUCKHORN, INC.

By: /s/ Gregory J. Stodnick


AMERI-KART CORP.

By: /s/ Mark A. Watkins
   ---------------------------------

BUCKHORN RUBBER PRODUCTS, INC.

By: /s/  Gregory J. Stodnick
   ---------------------------------

PATCH RUBBER COMPANY

By: /s/  Gregory J. Stodnick
   ---------------------------------

EXHIBIT 10(m)

THIS THIRD AMENDMENT TO LOAN AGREEMENT, dated as of October 6, 2000 (this "Amendment"), is among MYERS INDUSTRIES, INC., an Ohio corporation (the "Company"), the foreign subsidiary borrowers party hereto (the "Foreign Subsidiary Borrowers", and together with the Company, the "Borrowers", the lenders party hereto (collectively, the "Lenders") and BANK ONE, MICHIGAN, a Michigan banking corporation, as agent for the Lenders (in such capacity, the "Agent").

A. The Borrowers, the Agent and the Lenders are parties to a Loan Agreement dated as of February 3, 1999, as amended by a First Amendment to Loan Agreement dated August 2, 1999 and a Second Amendment to Loan Agreement dated August 17, 2000 (as now and hereafter amended, the "Loan Agreement").

B. The Borrowers desire to amend the Loan Agreement, and the Agent and the Lenders are willing to do so in accordance with the terms hereof.

In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows:

ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in Article III hereof, the Loan Agreement shall be amended as follows:

1.1 The definition of Euro Borrower in Section 1.1 is restated as follows:

"EURO BORROWER" means the Company and/or any one or more Foreign Subsidiary Borrowers from time to time designated on Schedule 1.1(b) as a "Euro Borrower".

1.2 A new Section 2.19 is added to the Credit Agreement to read as follows:

2.19 COMPANY AS A EURO BORROWER. Notwithstanding anything herein to the contrary, (1) all parties hereto agree that all obligations and liabilities of a "Foreign Subsidiary Borrower" or a "Euro Borrower" contained in this Agreement shall also apply to the Company when the Company is borrowing Euros hereunder as a Euro Borrower, and the Company shall be bound by all such obligations and liabilities, and (2) the Company will make all appropriate filings and take all other necessary action with all United States of America and United Kingdom of Great Britain and Northern Ireland taxing authorities and other Governmental Authorities to ensure that no withholding taxes or any similar or related taxes, levies, imposts, duties, charges, fees, deductions or withholdings will need to be paid or withheld by the Agent or any Euro Revolving Credit Lender as a result of the Company being a Euro Borrower, and if any such taxes, levies, imposts, duties, charges, fees, deductions or withholdings are required to be withheld from any amounts payable to the Agent or any Euro Revolving Credit Lender as a result of the Company being a Euro Borrower then amounts so payable to the Agent and any Euro Revolving Credit Lender shall be increased to the extent necessary to yield to the Agent or such Lender interest or any such other amounts payable hereunder at the rates and in the amounts specified in this Agreement.

ARTICLE II. REPRESENTATIONS. Each Borrower represents and warrants to the Agent and the Lenders that:

2.1 The execution, delivery and performance of this Amendment is within its powers, has been duly authorized and is not in contravention of any statute, law or regulation known to it or of any terms of its Articles of Incorporation or By-laws, or of any material agreement or undertaking to which it is a party or by which it is bound.

2.2 This Amendment is the legal, valid and binding obligation of each Borrower enforceable against each in accordance with the terms hereof.

2.3 After giving effect to the amendments contained herein, the representations and warranties contained in Article V of the Loan Agreement are true on and as of the date hereof with the same force and effect as if made on and as of the date hereof.

2.4 No Default or Unmatured Default exists or has occurred and is continuing on the date hereof.

ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective as of the date hereof when each of the following conditions is satisfied:

3.1 The Borrowers and the Required Lenders shall have signed this Amendment.

3.2 The Company shall have delivered such resolutions and officer's certificates as the Agent may reasonably request.

3.3 The Company shall have delivered to the Agent such other documents and satisfied such other conditions, if any, as reasonably requested by the Agent.

ARTICLE IV. MISCELLANEOUS.

4.1 References in the Loan Agreement or in any other Loan Document to the Loan Agreement shall be deemed to be references to the Loan Agreement as amended hereby and as further amended from time to time.

4.2 Except as expressly amended hereby, the Borrowers and Guarantors agree that the Loan Agreement and all other Loan Documents are ratified and confirmed, as amended hereby, and shall remain in full force and effect in accordance with their terms and that they are not aware of any set off, counterclaim, defense or other claim or dispute with respect to any of the foregoing.

4.3 Terms used but not defined herein shall have the respective meanings ascribed thereto in the Loan Agreement. This Amendment may be signed upon any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument, and telecopied signatures shall be effective as originals.

IN WITNESS WHEREOF, the parties signing this Amendment have caused this Amendment to be executed and delivered as of the day and year first above written.

MYERS INDUSTRIES, INC

By: /s/  Gregory J. Stodnick
   ---------------------------------

FOREIGN SUBSIDIARY BORROWERS:

MYERS AE, SA

By: /s/  Gregory J. Stodnick
   ---------------------------------

MYELin International Finance, SA


By: /s/  Gregory J. Stodnick
   ---------------------------------

LISTO PRODUCTS LIMITED, formerly
known as 18936 YUKON INC.

By: /s/  Gregory J. Stodnick
   ---------------------------------

BANK ONE, MICHIGAN, as Agent and as a Lender

By: /s/ Krista J. Flynn
   ---------------------------------

BANK ONE, CANADA

By: /s/ Krista J. Flynn
   ---------------------------------

SOCIETE GENERALE NEW YORK BRANCH

By: /s/ Nicolas Guerin
   ---------------------------------

KEYBANK NATIONAL ASSOCIATION

By: /s/ J. T. Taylor
   ---------------------------------

THE CHASE MANHATTAN BANK

By: /s/ Henry W. Centa
   ---------------------------------

MELLON BANK, N.A.

By: /s/ Debra L. McAllonis
   ---------------------------------

NATIONAL CITY BANK

By: /s/ Peter W. Richer
   ---------------------------------

STAR BANK, N.A.

By: /s/ Philip M. Daetwyler
   ---------------------------------

HARRIS TRUST AND SAVINGS BANK

By: /s/ Michael J. Johnson
   ---------------------------------

FIRSTMERIT BANK, N.A.

By: /s/ Stephen F. Mysko
   ---------------------------------

FIFTH THIRD NATIONAL BANK

By: /s/ Roy C. Lanctot
   ---------------------------------

DEN DANSKE BANK

By: /s/ Daniel F. Lenzo
   ---------------------------------

By: /s/ Bo Andersen
   ---------------------------------

COMERICA BANK

By: /s/ Jeffrey J. Judge
   ---------------------------------

As of the date and year first above written, each of the undersigned hereby:

(a) fully consents to the terms and provisions of the above Amendment and the consummation of the transactions contemplated hereby and agrees to all terms and provisions of the above Amendment applicable to it;

(b) agrees that each Guaranty and all other agreements executed by any of the undersigned in connection with the Credit Agreement or otherwise in favor of the Agent or the Banks (collectively, the "Security Documents") are hereby ratified and confirmed and shall remain in full force and effect, and each of the undersigned acknowledges that it has no setoff, counterclaim or defense with respect to any Security Document; and

(c) acknowledges that its consent and agreement hereto is a condition to the Banks' obligation under this Amendment and it is in its interest and to its financial benefit to execute this consent and agreement.

BUCKHORN, INC.

By: /s/ Gregory J. Stodnick
   ---------------------------------

AMERI-KART CORP.

By: /s/ Gregory J. Stodnick
   ---------------------------------

BUCKHORN RUBBER PRODUCTS, INC.

By: /s/ Gregory J. Stodnick
   ---------------------------------

PATCH RUBBER COMPANY

By: /s/ Gregory J. Stodnick
   ---------------------------------

EXHIBIT 10(n)

FOURTH AMENDMENT TO LOAN AGREEMENT

THIS FOURTH AMENDMENT TO LOAN AGREEMENT, dated as of December 31, 2000 (this "Amendment"), is among MYERS INDUSTRIES, INC., an Ohio corporation (the "Company"), the foreign subsidiary borrowers party hereto (the "Foreign Subsidiary Borrowers", and together with the Company, the "Borrowers", the lenders party hereto (collectively, the "Lenders") and BANK ONE, MICHIGAN, a Michigan banking corporation, as agent for the Lenders (in such capacity, the "Agent").

RECITALS

A. The Borrowers, the Agent and the Lenders are parties to a Loan Agreement dated as of February 3, 1999, as amended by a First Amendment to Loan Agreement dated August 2, 1999, a Second Amendment to Loan Agreement dated August 17, 2000 and a Third Amendment to Loan Agreement dated October 6, 2000 (as now and hereafter amended, the "Loan Agreement").

B. The Borrowers desire to amend the Loan Agreement, and the Agent and the Lenders are willing to do so in accordance with the terms hereof.

TERMS

In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows:

ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in Article III hereof, the Loan Agreement shall be amended as follows:

1.1 The definition of EBIT in Section 1.1 is amended by the adding the following to the end of clause (b) thereof: "and a charge for a reserve not to exceed $3,200,000 taken in 2000 to close a plant and consolidate operations into another existing plant,".

1.2 Section 6.21 is restated as follows:

6.21 Interest Coverage Ratio. The Company shall not permit its Interest Coverage Ratio to be less than (a) 2.75 to 1.0 as of the last day of any fiscal quarter ending on or before June 30, 2001, (b) 3.00 to 1.0 as of the last day of the fiscal quarter ending September 30, 2001 or (c) 3.50 to 1.0 as of the last day of any fiscal quarter thereafter.

ARTICLE II. REPRESENTATIONS. Each Borrower represents and warrants to the Agent and the Lenders that:

2.1 The execution, delivery and performance of this Amendment is within its powers, has been duly authorized and is not in contravention of any statute, law or regulation known to it or of any terms of its Articles of Incorporation or By-laws, or of any material agreement or undertaking to which it is a party or by which it is bound.

2.2 This Amendment is the legal, valid and binding obligation of each Borrower enforceable against each in accordance with the terms hereof.

2.3 After giving effect to the amendments contained herein, the representations and warranties contained in Article V of the Loan Agreement are true on and as of the date hereof with the same force and effect as if made on and as of the date hereof.

2.4 No Default or Unmatured Default exists or has occurred and is continuing on the date hereof.

ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective as of the date hereof when the Borrowers and the Required Lenders shall have signed this Amendment and the Guarantors shall have signed the consent and agreement attached hereto.

ARTICLE IV. MISCELLANEOUS.

4.1 The Company shall pay to the Agent, for the pro rata benefit of the Lenders signing this Amendment on or before 3:00 p.m., Detroit time, on January __, 2001, a non-refundable fee equal to 5.0 basis points on the aggregate amount of each such Lender's Revolving Credit Commitments and outstanding Term Loan, such fee to be paid on January __, 2001.

4.2 References in the Loan Agreement or in any other Loan Document to the Loan Agreement shall be deemed to be references to the Loan Agreement as amended hereby and as further amended from time to time.

4.3 Except as expressly amended hereby, the Borrowers and Guarantors agree that the Loan Agreement and all other Loan Documents are ratified and confirmed, as amended hereby, and shall remain in full force and effect in accordance with their terms and that they are not aware of any set off, counterclaim, defense or other claim or dispute with respect to any of the foregoing.

4.4 Terms used but not defined herein shall have the respective meanings ascribed thereto in the Loan Agreement. This Amendment may be signed upon any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument, and telecopied signatures shall be effective as originals.

IN WITNESS WHEREOF, the parties signing this Amendment have caused this Amendment to be executed and delivered as of the day and year first above written.

MYERS INDUSTRIES, INC

By: /s/ Gregory J. Stodnick
   ------------------------------------------

FOREIGN SUBSIDIARY BORROWERS:

MYERS AE, SA

By: /s/ Gregory J. Stodnick
   ------------------------------------------

MYELin International Finance, SA

By: /s/ Gregory J. Stodnick
   ------------------------------------------

LISTO PRODUCTS LIMITED, formerly
known as 18936 YUKON INC.

By: /s/ Kevin C. O'Neil
   ------------------------------------------

BANK ONE, MICHIGAN, as Agent and as a Lender

By: /s/ Krista Flynn
   ------------------------------------------

BANK ONE, CANADA

By: /s/ Krista Flynn
   ------------------------------------------

SOCIETE GENERALE NEW YORK BRANCH

By: /s/ Nicolas Guerin
   ------------------------------------------

KEYBANK NATIONAL ASSOCIATION

By: /s/ J. T. Taylor
   ------------------------------------------

THE CHASE MANHATTAN BANK

By: /s/ Henry W. Centa
   ------------------------------------------

MELLON BANK, N.A.

By: /s/ Debra L. McAllonis
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 NATIONAL CITY BANK

 By: /s/ Maurus Kosco
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STAR BANK, N.A.

By: /s/ Philip M. Daetwyler
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HARRIS TRUST AND SAVINGS BANK

By: /s/ Michael J. Johnson
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FIRSTMERIT BANK, N.A.

By: /s/ S.  F. Mysko
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FIFTH THIRD NATIONAL BANK

By: /s/ Roy C. Lanctot
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DEN DANSKE BANK

By: /s/ John A. O'Neill
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By: /s/ Peter L. Hargrave
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COMERICA BANK

By: /s/ Jeffrey J. Judge
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CONSENT AND AGREEMENT

As of the date and year first above written, each of the undersigned hereby:

(a) fully consents to the terms and provisions of the above Amendment and the consummation of the transactions contemplated hereby and agrees to all terms and provisions of the above Amendment applicable to it;

(b) agrees that each Guaranty and all other agreements executed by any of the undersigned in connection with the Credit Agreement or otherwise in favor of the Agent or the Banks (collectively, the "Security Documents") are hereby ratified and confirmed and shall remain in full force and effect, and each of the undersigned acknowledges that it has no setoff, counterclaim or defense with respect to any Security Document; and

(c) acknowledges that its consent and agreement hereto is a condition to the Banks' obligation under this Amendment and it is in its interest and to its financial benefit to execute this consent and agreement.

BUCKHORN, INC.

By: /s/ Gregory J. Stodnick
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AMERI-KART CORP.

By: /s/ Mark A. Watkins
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BUCKHORN RUBBER PRODUCTS, INC.

By: /s/ Gregory J. Stodnick
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PATCH RUBBER COMPANY

By: /s/ Gregory J. Stodnick
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