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Employees' Supplemental Pension And Savings Plan - CHASE CORP - 11-24-2004

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									EXHIBIT 10.37 CHASE CORPORATION EMPLOYEES' SUPPLEMENTAL PENSION AND SAVINGS PLAN EFFECTIVE JANUARY 1, 1994

TABLE OF CONTENTS
ARTICLE I 1.01 1.02 ARTICLE II 2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 2.09 2.10 2.11 2.12 2.13 ARTICLE III 3.01 ARTICLE IV 4.01 4.02 4.03 4.04 ARTICLE V 5.01 5.02 5.03 5.04 ARTICLE VI 6.01 NAME, PURPOSE AND EFFECTIVE DATE................................................... Name and Purpose................................................................... Effective Date..................................................................... DEFINITIONS........................................................................ Board.............................................................................. Code............................................................................... Compensation....................................................................... Effective Date..................................................................... Employee........................................................................... Employer........................................................................... Participant........................................................................ Plan Administrator................................................................. Plan............................................................................... Savings Plan....................................................................... Pension Plan....................................................................... Savings Plan....................................................................... Supplemental Pension Plan Benefit.................................................. Supplemental Savings Plan Benefit.................................................. ELIGIBILITY........................................................................ Participation...................................................................... SUPPLEMENTAL PENSION PLAN BENEFITS................................................. Amount of Supplemental Pension Plan Benefits....................................... Distributions Of Supplemental Pension Plan Benefit................................. Commencement Of Payment Of Supplemental Pension Plan Benefit....................... Death Benefit...................................................................... SUPPLEMENTAL SAVINGS PLAN BENEFITS................................................. Supplemental Savings Plan Contributions............................................ Distributions Of Supplemental Savings Plan Benefits................................ Commencement Of Payment Of Supplemental Savings Plan Benefits...................... Death Benefit...................................................................... VESTING............................................................................ Vesting............................................................................

ARTICLE VII 7.01 ARTICLE VIII 8.01 8.02 ARTICLE IX 9.01 9.02 9.03 9.04 9.05 9.06 9.07

FUNDING............................................................................ Funding............................................................................ ADMINISTRATION..................................................................... Duties of the Plan Administrator................................................... Finality of Decisions.............................................................. MISCELLANEOUS...................................................................... Non-Guarantee Of Employment........................................................ Rights Under Plan.................................................................. Amendments/Termination............................................................. Nonassignability................................................................... Entire Agreement; Successors....................................................... Successor Company.................................................................. Governing Law......................................................................

ARTICLE I NAME, PURPOSE AND EFFECTIVE DATE 1.01 NAME AND PURPOSE The supplemental pension and savings plan set forth herein shall be known as the Chase Corporation Employees' Supplemental Pension and Savings Plan (the "Plan"). The Plan is established, and shall be maintained, solely for the purpose of providing supplemental pension and savings plan benefits which are not provided under the Pension Plan for Employees of Chase Corporation and the Chase Corporation Deferred Salary Savings Plan for certain Participants. The Plan is unfunded and maintained primarily for the purpose of providing deferred compensation for certain Participants who are highly compensated employees. 1.02 EFFECTIVE DATE This Plan shall be effective January 1, 1994. This Plan shall apply to Participants who retire or terminate their employment with the Employer after the Effective Date. ARTICLE II DEFINITIONS

When used herein, the following terms defined hereinafter shall have the following meanings unless a different meaning is clearly required by the context of the Plan:
2.01 2.02 "BOARD" means the Board of Directors of the Employer. "CODE" means the Internal Revenue Code of 1986, as amended from time to time. Reference to a specific provision of the Code shall include such provision, any valid regulation or ruling promulgated thereunder, and any provision of future law that amends, supplements, or supersedes such provision. "COMPENSATION" means the base compensation (excluding overtime, commissions and bonuses) payable to an Employee by the Employer and reportable to the federal government for income tax purposes on Form W-2, or any form prescribed by the Internal Revenue Service to take its place. Compensation shall also include amounts as shall be contributed pursuant to the Employee's elections pursuant to Section 401(1) of the Code, and amounts treated as employer contributions pursuant to the Employee's elections under Section 125 of the Code. "EFFECTIVE DATE" means January 1, 1994. "EMPLOYEE" means any person employed by the Employer. "EMPLOYER" means Chase Corporation and any subsidiary and/or affiliated corporation which has adopted this Plan.

2.03

2.04 2.05 2.06

2.07

"PARTICIPANT" means an Employee who has been named a Participant in this Plan in the manner set forth in Article III. "PLAN ADMINISTRATOR" means Chase Corporation, or its duly authorized representative. "PLAN" means Chase Corporation Employees' Supplemental Pension and Savings Plan. "PENSION PLAN" means the Pension Plan for Employees of Chase Corporation, as in effect on January 1, 1994 or as amended thereafter from time to time. "SAVINGS PLAN" means the Chase Corporation Deferred Salary Savings Plan, as in effect on January 1, 1994 or as amended thereafter from time to time. "SUPPLEMENTAL PENSION PLAN BENEFIT" means the benefit payable under Article IV of the Plan. "SUPPLEMENTAL SAVINGS PLAN BENEFIT" means the benefit payable under Article V of the Plan. ARTICLE III ELIGIBILITY

2.08

2.09

2.10

2.11

2.12

2.13

3.01

PARTICIPATION Any Employee shall become a Participant in the Plan provided: (a) he has satisfied the eligibility requirements for participation under the Pension Plan and/or the Savings Plan; his Compensation exceeds or exceeded $150,000 indexed pursuant to Section 401(a)(17) of the Code ($150,000 for 1994); and the Board. acting upon the recommendation of the Compensation Committee. authorizes his participation in the Plan.

(b)

(c)

In order to make contributions or have contributions made on his behalf under Article V. an Employee who becomes a Participant must make an election to defer compensation in the manner provided under Article V. ARTICLE IV SUPPLEMENTAL PENSION PLAN BENEFITS 4.01 AMOUNT OF SUPPLEMENTAL PENSION PLAN BENEFITS A Participant shall be entitled to a benefit this Article if his benefit determined under Pension Plan is less than such benefit would definition of compensation under the Pension 2 under the provisions of the provisions of the have been if (a) the Plan included

compensation in excess of Section 401(a)(17) of the Code and/or (b) the limits under Section 415 of the Code did not apply. If a Participant's benefit from the Pension Plan is reduced as a result of either or both of the conditions described in the preceding paragraph, the benefit to which the Participant shall be entitled under the Plan shall he determined as follows: (i) The benefit actually payable to the Participant. on or after his normal retirement age under the terms of the Pension Plan shall be calculated. The benefit which would have been payable under the terms of the Pension Plan if the definition of compensation under the Pension Plan included compensation in excess of Section 401(a)(17) of the Code and if the limits under Section 415 of the Code did not apply shall be calculated. The result of step (i) shall be subtracted from [he result of step (ii), and the difference, if any, shall be the benefit payable to the Participant.

(ii)

(iii)

4.02

DISTRIBUTIONS OF SUPPLEMENTAL PENSION PLAN BENEFIT All payments of benefits to Participants and/or their designated beneficiaries under this Article IV shall be made in a lump sum unless the Participant elects a different form of benefit that is offered under the Pension Plan.

4.03

COMMENCEMENT OF PAYMENT OF SUPPLEMENTAL PENSION PLAN BENEFIT Benefits shall commence under this Article to a Participant as of the same date that benefits commence to the Participant under the Pension Plan; provided, however, that, in the case of a Participant required to commence benefit payments under the Pension Plan pursuant to Section 401(a)(9) of the Code, benefits shall not commence under this Article until the Participant actually retires. Any reductions for the commencement of benefits prior to the Participant's normal retirement age under the Pension Plan shall also apply to the payment of benefits under this Article.

4.04

DEATH BENEFIT If benefits under this Article are paid in a form other than a lump sum, any death benefit provisions which would be applicable under the Pension Plan under such circumstances shall also apply to benefits provided by this Article. ARTICLE V SUPPLEMENTAL SAVINGS PLAN BENEFITS

5.01

SUPPLEMENTAL SAVINGS PLAN CONTRIBUTIONS

3

(a)

If a Participant's contributions under the Savings Plan are limited as a result of the limits under Section 401(a)(17) of the Code, such Participant may participate hereunder by electing, prior to the calendar year in which the election shall become effective, to defer a portion of his Compensation equal to the excess of (i) over (ii), where: (i) is the amount which the Participant would have contributed under the Savings Plan if the definition of compensation under the Savings Plan included Compensation in excess of Section 401 (a)(17) of the Code; is the amount actually contributed by the Participant under the Savings Plan.

(ii)

The amount of Compensation deferred by the Participant pursuant to this paragraph (a) shall be credited to an account established for the Participant under this Plan (his "Supplemental Employee Contribution Account "). (b) If a Participant's contributions under the Savings Plan are limited by the restrictions of Section 401(a)(17) of the Code, and the Participant thereby makes Supplemental Employee Contributions pursuant to paragraph (a) above, the Employer shall credit to an account established for the Participant under this Plan (his "Supplemental Company Contribution Account"), an amount equal to the Employer matching: contribution which would have been made pursuant to the Savings Plan if the Participant's Supplemental Employee Contributions had been made pursuant to the Savings Plan.

The Participant's Supplemental Employee Contribution Account and/or Supplemental Company Contribution Account shall be adjusted at the end of each calendar quarter to reflect a rate of return determined as if such accounts were invested at a rate which is one percent (1%) higher than the prime interest rate as reported by the Wall Street Journal at the beginning of the quarter. 5.02 DISTRIBUTIONS OF SUPPLEMENTAL SAVINGS PLAN BENEFITS All payments of benefits to Participants and/or their designated beneficiaries under this Article Y shall be made in a lump sum. 5.03 COMMENCEMENT OF PAYMENT OF SUPPLEMENTAL SAVINGS PLAN BENEFITS Benefits shall commence under this Article to a Participant as of the same date that benefits commence to a Participant under the Savings Plan; provided, however, that, in the case of a Participant required to commence benefit payments under the Savings Plan pursuant to Section 401(a)(9) of the Code, benefits shall not commence under this Article until the Participant actually retires. 4

5.04

DEATH BENEFIT Upon a Participant's death, any amounts set aside in his Supplemental Employee Contribution Account and/or Supplemental Employee Contribution Account shall be distributed to his beneficiary or beneficiaries designated under the Savings Plan. ARTICLE VI VESTING

6.01

VESTING A Participant shall be vested in his Supplemental Pension Plan benefit, if any. in accordance with the vesting provisions of the Pension Plan. A Participant shall be fully vested at all times in his Supplemental Savings Plan benefits. ARTICLE VII FUNDING

7.01

FUNDING There is no fund associated with this Plan. The Employer shall be required to make payments only as benefits become due and payable. No person shall have any right, other than the right of an unsecured genera! creditor, against the Employer with respect to the benefits payable hereunder, or which may be payable hereunder, to any Participant, surviving spouse or beneficiary hereunder. If the Employer, acting in its sole discretion, establishes a reserve or other fund associated with this Plan, no person shall have any right to or interest in any specific amount or asset of such reserve or fund by reason of amounts which may be payable to such person under this Plan, nor shall such person have any right to receive any payment under this Plan except as and to the extent expressly provided in this Plan. The assets in any such reserve or fund shall be subject to the control of the Employer, and need not be used to pay benefits hereunder. ARTICLE VIII ADMINISTRATION

8.01

DUTIES OF THE PLAN ADMINISTRATOR The Plan shall be administered by the Plan Administrator in accordance with its terms and purposes. The Plan Administrator shall determine the amount and manner of payment of the benefits due to or on behalf of each Participant from the Plan and shall cause them to be paid by the Employer accordingly. 5

8.02

FINALITY OF DECISIONS The Plan Administrator is expressly granted, without intending any limitation, the discretion to construe the terms of the Plan and to determine eligibility for benefits hereunder. The decisions made by and the actions taken by the Plan Administrator in the administration of the Plan shall be final and conclusive on all persons, and neither the Plan Administrator nor the Employer shall be subject to individual liability with respect to the Plan. ARTICLE IX MISCELLANEOUS

9.01

NON-GUARANTEE OF EMPLOYMENT Nothing contained in this Plan shall be construed as a contract of employment between the Employer and any Participant, or as a right of any such Participant to be continued in the employment of the Employer, or as a limitation on the right of the Employer to deal with any Participant, as to their hiring, discharge, layoff, compensation, and all other conditions of employment in all respects as though this Plan did not exist.

9.02

RIGHTS UNDER PLAN Nothing in this Plan shall be construed to limit, broaden, restrict, or grant any right to a Participant, surviving spouse or any beneficiary thereof under the Pension Plan or Savings Plan ("Qualified Plans"), nor to grant any additional rights to any such person under the Qualified Plans, nor in any way to limit, modify, repeal or otherwise affect the Employer's right to amend or modify the Qualified Plans.

9.03

AMENDMENTS/TERMINATION The Employer reserves the right to make from time to time amendments to or terminate this Plan by vote duly adopted by the Board of Directors, provided that no such amendment or termination shall reduce any benefits earned under the terms of this Plan prior to the dale of termination or amendment.

9.04

NONASSIGNABILITY The benefits payable under this Plan shall not be subject to alienation, assignment, garnishment, execution or levy of any kind and any attempt to cause any benefits to he so subjected shall not be recognized, except to the extent required by applicable law.

9.05

ENTIRE AGREEMENT; SUCCESSORS This Plan, including any subsequently adopted amendments, shall constitute the entire agreement or contract between the Employer and any Participant regarding the Plan. 6

There are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Employer and any Participant relating to the subject matter hereof, other than those set forth in this Plan. This Plan and any amendment shall be binding on the parties hereto and their respective heirs, administrators, trustees, successors and assigns, and on all designated beneficiaries of the Participant. 9.06 SUCCESSOR COMPANY In the event of the dissolution, merger, consolidation or reorganization of the Employer, provision may be made by which a successor to all or a major portion of the Employer's property or business shall continue this Plan, and the successor shall have all of the powers, duties and responsibilities of the Employer under this Plan. 9.07 GOVERNING LAW This Plan shall be construed and enforced in accordance with, and governed by, the Laws of The Commonwealth of Massachusetts. IN WITNESS WHEREOF, Chase Corporation has caused this instrument to be

executed in its name and on its behalf this 1ST day of January, 1994. CHASE CORPORATION
/s/ Everett Chadwick -------------------Treasurer & CFO

Attest:

(Seal) 7

EXHIBIT 10.38 CHASE CORPORATION DEFERRED PAYMENT PLANS TRUST AGREEMENT This TRUST AGREEMENT (hereinafter called the "Agreement") is made by and among CHASE CORPORATION (hereinafter called the "Company") certain of whose employees and directors may from time to time participate in certain plans providing for deferred compensation, and George M. Hughes of Newton, Massachusetts as trustee (hereinafter in such capacity called the "Trustee "). WITNESSETH WHEREAS, the Company has established and maintains a Supplemental Pension and Savings Plan (hereinafter called the "Plan") which provides certain executives of the Company (hereinafter called singly a "Participant" and collectively the "Participants") with retirement benefits; WHEREAS, the Company desires to establish a trust and to transfer amounts thereto that shall be held, subject to the claims of the Company's creditors in the event of its insolvency, to provide for the payment of the compensation and benefits due under the Plan; WHEREAS, the Trustee is willing to act as trustee of this trust under the terms and conditions of this Agreement; NOW THEREFORE, in consideration of the mutual covenants contained herein, the Company and the Trustee hereby agree as follows: ARTICLE I ESTABLISHMENT OF TRUST FUND 1.1 ESTABLISHMENT OF TRUST FUND. The Company hereby establishes with the Trustee a trust consisting of an initial sum of $100 together with such sums of money and other property acceptable to the Trustee as shall from time to time be paid or delivered to the Trustee by the Company, investments, reinvestments and proceeds thereof and earnings thereon, which, less the payments made by the Trustee, as authorized herein, are referred to herein as the Trust Fund. 1.2 ACCEPTANCE OF TRUST. The Trustee accepts the trust created hereunder and agrees to hold, invest, reinvest, manage and administer the Trust Fund in accordance with the terms of this Agreement. 1.3 STATUS AS GRANTOR TRUST. The trust is intended to be a grantor trust of which the Company is treated as the owner under Section 671 of the Internal Revenue Code of 1986, as it may be amended from time to time, and shall be construed accordingly. The purpose of the trust is to assure that if the Company fails to provide benefits to Participants pursuant to the terms of the Plan, the Company's obligations to provide such benefits are fulfilled.

1.4 DELIVERY OF PLAN. The Company has delivered to the Trustee a copy of the Plan as currently in effect. If at any time any of the provisions of a Plan are amended, the Company shall deliver a copy of the instrument amending the Plan to the Trustee. ARTICLE II CONTRIBUTIONS TO TRUST FUND 2.1 DISCRETIONARY CONTRIBUTIONS. The Company may at any time and from time to time make deposits of cash or other property with the Trustee to augment the principal of the trust, and the Trustee shall hold, administer and dispose of such deposits as provided in this Agreement. 2.2 IDENTIFICATION OF CONTRIBUTIONS. With respect to each contribution, the amount being contributed under the Plan and the amount of such contribution attributable to the benefit of each Participant under the Plan shall be identified within a reasonable time after the contribution is made. 2.3 MAINTENANCE OF SEPARATE ACCOUNTS. The Trustee shall keep such records and maintain such books and accounts as shall at all times be sufficient to indicate, for accounting purposes, the proportionate part of the Trust Fund that is held on behalf of each Participant under the Plan. For this purpose only, the Trustee shall maintain separate bookkeeping accounts for each Participant and shall credit thereto all contributions made by the Company to fund benefits payable to such Participant and shall charge thereto all payments made to or for the account of such Participant. The Trustee may hold the Trust Fund as a single fund and may invest and reinvest the commingled assets and receive the income and proceeds thereof and make payments therefrom, all without regard to the source of any part of the commingled assets. No Participant shall have any preferred claim on, or any beneficial ownership interest in, any account maintained by the Trustee or in any assets of the trust before such assets are paid to the Participant as benefits under Article III. 2.4 CHANGE IN CONTROL DEFINITION. For purposes of this Agreement, a Change in Control shall mean (a) any transaction or series of transactions, as a result of which any "person" (as defined in Sections 13(d) or 14 (d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) is or becomes a "beneficial owner" (as defined in Rule 13d3 under such act) directly or indirectly, of the Company securities representing thirty percent (30%) or more of the combined voting power of the Company's then outstanding voting securities; provided, however, that a Change in Control shall not be deemed to have occurred solely because of the acquisition of the Company's securities by (i) one or more employee benefit plans established for the benefit of the employees of any Company; or (ii) any person when such acquisition (A) is effected primarily to prevent the Company from being declared insolvent and (B) is approved by the Board of Directors of the Company, Inc. (the" Board "); or (b) the change, during any period of two consecutive years, in a majority of the individuals who, at the beginning of such period, constituted the Board, unless the election or 2

the nomination for election by the Company's stockholders of each new director was approved by a vote of at least a majority of the directors then still in office who were in office at the beginning of the period; or (c) the approval by the Company's stockholders of a merger, consolidation, liquidation, dissolution, sale of all or substantially all of the Company's assets or similar transaction that would result in less than fifty percent (50%) of the members of the board of directors of the surviving entity having been nominated by the Company (or otherwise constituting the Company representatives). 2.5 CONTRIBUTIONS UPON CHANGE IN CONTROL. In the event the Board determines there has been a Change in Control, the Company shall calculate for each Participant under the Plan the amount necessary to fully fund benefits payable under the Plan. For benefits payable under the Plan, the amount needed to fully fund the benefits shall be the actuarial equivalent present value of the payments to which the Participant would be entitled under the Plan assuming that the Participant has satisfied any conditions that give rise to the obligation of the Company to pay such amounts to the Participant under the Plan, using the actuarial factors applicable for the determination of benefits under the Company's Retirement Plan on the date of determination. The Company shall then promptly contribute to the Trustee an amount equal to the excess, if any, of the amount needed to fully fund the benefits for Participants for whom it has an obligation to make payments under the Plan over the fair market value of the assets then held by the Trustee and allocated to fund the payment of benefits to such Participants under the Plan, plus such additional amounts as may be needed to pay the anticipated expenses of the trust. The Company shall recalculate the amount needed to fully fund the benefits every six months from the date of the Change in Control. If the amount so calculated exceeds the fair market value of the assets then held in trust, the Company shall promptly (and in no event later than 30 days from the date of such six-month recalculation date) contribute to the Trustee an amount equal to such excess. ARTICLE III PAYMENTS TO PARTICIPANTS 3.1 PAYMENTS WHILE SOLVENT. Subject to the availability of the assets in the trust and provided the Company obligated to make such payment is not then "insolvent" (as hereinafter defined), the Trustee shall make all payments to Participants as they fall due in accordance with the Plan, if and to the extent the amount allocated to the Participant's account is sufficient therefor. All payments to Participants shall be made in cash. If the amount allocated to a Participant's account is not sufficient to make all payments required to be made to the Participant pursuant to the Plan, the Company that has the obligation to make payments under the Plan shall make the balance of such payments as they fall due. 3.2 DEFINITION OF INSOLVENCY. The Company shall be deemed to be "insolvent" for purposes of this Agreement upon the occurrence of any of the following: (a) the Company is unable to pay its debts as they mature; or 3

(b) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code or any similar law of any state. 3.3 PAYMENTS WHILE INSOLVENT. At all times during the continuance of the trust, the principal and income attributable to amounts contributed by the Company shall be subject to claims of general creditors of the Company, but only to the extent hereinafter set forth. If at any time the Trustee has actual knowledge that the Company is insolvent, the Trustee shall deliver any undistributed principal and income in the trust allocated to fund the payment of benefits to Participants for whom it has an obligation to make payments under a Plan to satisfy such claims as a court of competent jurisdiction may direct. The board and the chief executive officer of the Company shall inform the Trustee of the Company's insolvency as soon as practicable after either of them knows of the Company's insolvency. If the Company or a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become insolvent, the Trustee shall independently determine, within 30 days after receipt of such writing, whether the Company is insolvent. Pending such determination, the Trustee shall discontinue payments to Participants. The Trustee shall have no duty to inquire whether the Company is insolvent unless the Trustee has actual knowledge of [acts indicating that the Company may be insolvent or has received an allegation of insolvency as provided in this section. The Trustee may in all events rely on such evidence concerning the Company's solvency that in the opinion o[ the Trustee provides a reasonable basis [or making a determination concerning the Company's solvency. Nothing in this Agreement shall in any way diminish or augment any rights of Participants to pursue their rights as general creditors o[ the Company with respect to the payments to which they arc entitled under the Plan. 3.4 RESUMPTION OF PAYMENTS. The Trustee shall resume payments to a Participant only after the Trustee has determined that the Company is not insolvent (or is no longer insolvent, if the Trustee initially determined the Company to be insolvent). Upon resumption of payments, the first payment shall include the aggregate amount of all payments that would have been made to the Participant in accordance with the Plan during the period payments were discontinued (together with interest at the rate credited on amounts deferred under the Plan or, if no such rate is specified, at a rate equal to the prime rate as published in the Wall Street Journal from time to time), less the aggregate amount of any payments made to such Participant by the Company in lieu of the payments provided for hereunder. ARTICLE IV GENERAL DUTIES OF TRUSTEE 4.1 INVESTMENT OF TRUST FUND. Before a Change in Control, the Trustee shall invest the principal of the Trust Fund and any earnings thereon in accordance with such investment objectives, policies and restrictions as the Company may from time to time communicate to the Trustee, or, if the Company has appointed an investment manager or managers to direct the investment of some or all of the assets of the Trust Fund, in accordance with the directions of such investment manager. The Trustee is authorized to invest the assets of the trust in a common, collective or pooled trust fund maintained by the Trustee. The Trustee shall have no duty to inquire into or review the investment objectives, policies, or restrictions, or the investments made pursuant to the directions of an investment manager. However, assets held in trust shall not be 4

invested in securities or obligations issued by the Company or its subsidiaries. Following a Change in Control, the Trustee shall invest the assets of the Trust Fund as it determines in its sole discretion, in any form of tangible or intangible property, real or personal, or in the securities or obligations of any form of enterprise wherever it may be located (other than in securities or obligations of the Company or its subsidiaries.) 4.2 DISPOSITION OF TRUST FUND. At all times during the continuance of the trust, all principal amounts contributed to the trust and all interest thereon, net of expenses, will, unless paid as distributions to Participants under Section 3.1 or to creditors of the Company under Section 3.3, be accumulated and reinvested for the purposes provided herein. Except as provided in Section 3.3 or Section 7.2, the Company shall not have the right or power to direct the Trustee to return to the Company or to direct to others any of the trust assets before all payments have been made to Participants for whom the Company has an obligation to make payments under the Plan. Upon payment of all such amounts, the Trustee shall return to the Company all amounts, if any, then remaining in the Trust allocable to Participants for whom the Company had an obligation to make payments under the Plan. 4.3 ACCOUNTING. The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions of the trust, including such specific records as shall be agreed upon in writing between the Company and the Trustee. All such accounts, books and records shall be open to inspection and audit at all reasonable times by the Company and the accounts, books and records relating to Participants for whom the Company has an obligation to make payments under the Plan shall be open to inspection and audit at all reasonable times by the Company. Within 60 days following the close of each calendar year and within 60 days after the removal or resignation of the Trustee, the Trustee shall deliver to the Company a written account of its administration of the trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions of the trust, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the trust at the end of such year or as of the date of such removal or resignation, as the case may be. 4.4 RESPONSIBILITY OF TRUSTEE. The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone for any action reasonably taken in accordance with a written direction, request, or approval given by the Company or by an investment manager appointed by the Company that is contemplated by and complies with the terms of this Agreement, including distributions made in accordance with the Plan and to that extent shall be relieved of the prudent person rule for investments. 4.5 CONSULTATION WITH LEGAL COUNSEL. The Trustee may consult with legal counsel (who may also be counsel for the Trustee generally or counsel to the Company) with respect to any of its duties or obligations hereunder, including any determination as to whether a Change in Control has occurred or as to whether the Company is insolvent, and shall not be held 5

responsible for acting or refraining from acting in accordance with the advice of any such counsel selected with reasonable care. 4.6 AGENTS, ETC. The Trustee may hire such agents, legal counsel, accountants, actuaries, investment managers and financial consultants as may be reasonably necessary to administer the trust. 4.7 POWERS OF TRUSTEE. The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law unless expressly provided otherwise herein. ARTICLE V COMPENSATION AND EXPENSES OF TRUSTEE 5.1 ENTITLEMENT TO COMPENSATION. The Trustee shall be entitled to receive such reasonable compensation for its services as the Company and the Trustee agree upon in writing. The Trustee shall also be entitled to receive its reasonable expenses incurred with respect to the administration of the trust and any taxes required to be paid by the Trustee in respect of the trust. 5.2 PAYMENT OF COMPENSATION AND EXPENSES. All such compensation and expenses shall be paid proportionately by the Company based on the value of the benefits payable to Participants for whom the Company has an obligation to make payments under the Plan, but if not paid by the Company shall be a charge against and may be paid from the assets of the trust allocable to such Participants. In the event compensation and expenses are paid from the trust, the Company shall reimburse the trust for any amounts so paid, together with interest and any attorneys' fees and other expenses incurred in obtaining such reimbursement. ARTICLE VI RESIGNATION AND REMOVAL: SUCCESSOR TRUSTEE 6.1 REMOVAL OR RESIGNATION BEFORE CHANGE IN CONTROL. Before a Change in Control, the Trustee may be removed at any time by the Company, or may resign, in either case by at least 30 days' advance notice in writing (unless the parties waive such notice or agree to a shorter notice period). In the event of such removal or resignation, the Company shall appoint a new Trustee, independent and not subject to the control of either the Company or any Participant. 6.2 REMOVAL OR RESIGNATION FOLLOWING CHANGE IN CONTROL. Following a Change in Control, the Trustee cannot be removed by the Company. If the Trustee resigns following a Change in Control, the Trustee shall either appoint a successor Trustee (which shall be independent and not subject to the control of either the Company or any Participant) or obtain appointment of such a Trustee by court order. 6.3 SUCCESSOR TRUSTEE. Upon accepting an appointment, a successor Trustee shall have the same powers, authority, duties and responsibilities as those conferred and imposed upon the Trustee hereunder and all property of the Trust Fund shall be assigned, transferred and paid over to the successor Trustee together with copies of the records of the Trust Fund. A transfer of property to a successor Trustee shall not operate as a waiver by a predecessor Trustee of any 6

right, claim or demand it may have with respect to fees, expenses or otherwise. No Trustee shall be liable or responsible for anything done or omitted in the administration of the Trust Fund before it became a Trustee or after it ceases to be a Trustee. ARTICLE VII AMENDMENT AND TERMINATION 7.1 AMENDMENT. Except as provided in Section 7.2, this Agreement may be amended at any time and to any extent by a written instrument executed by the Trustee and the Company, provided that following a Change in Control no amendment may be made that would materially adversely affect the rights of Participants. 7.2 REVOCABILITY. The trust shall be irrevocable. However, if at any time before a Change in Control, the Company obtains an opinion of counsel, acceptable to the Company and the Trustee, that any Plan would be deemed "funded" for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended, by reason of the trust, or that amounts held in the trust or contributed thereto, or earnings thereon, would be includable in the income of Participants before distribution to them from the trust, the trust shall become revocable. Any revocation shall be accomplished by written notice thereof from the Company to the Trustee. Upon receipt of such a notice of revocation, the Trustee shall deliver the assets of the trust to the Company. 7.3 TERMINATION. The trust shall not terminate until the date on which the last Participant ceases to be entitled to benefits payable under the trust, unless sooner revoked in accordance with Section 7.2; provided, however, that the trust shall terminate no later than 21 years following the death of all individuals who were Participants in the Plan on the date hereof (and their respective beneficiaries as of such date). 7.4 EFFECT OF TERMINATION. Upon termination of the trust as provided in Section 7.3 or upon revocation of the trust under Section 7.2, any assets remaining in the trust shall be returned to the Company. ARTICLE VIII MISCELLANEOUS PROVISIONS 8.1 SEVERABILITY. Any provision of this Agreement prohibited by law shall be ineffective to the extent of any such prohibition without invalidating the remaining provisions hereof. 8.2 ALIENATION. To the extent permitted by law, benefits to Participants under this Agreement may not be anticipated, assigned (either at law or in equity), alienated or subject to attachment, garnishment, levy, execution or other legal or equitable process, and no benefit actually paid to a Participant by the Trustee shall be subject to any claim for repayment by the Company or the Trustee. 7

8.3 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the substantive laws of the Commonwealth of Massachusetts. 8.4 ENTIRE AGREEMENT. This trust agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, understandings and arrangements, oral or written, between the parties hereto and respect to the subject matter hereof. IN WITNESS WHEREOF, the Company and the Trustee have executed this Agreement as of the date first written above. CHASE CORPORATION
By: /s/ Peter R. Chase ------------------------------President and CEO

/s/ George M. Hughes ---------------------------------George M. Hughes, as Trustee and not individually

EXHIBIT 10.39 CHASE CORPORATION Amendment Number 1 to Employees' Supplemental Pension and Savings Plan This Amendment dated a of June 29, 2001 is the first amendment to the Chase Corporation Employees' Supplemental Pension and Savings Plan (the "Plan"). Section 2.03 of the Plan is hereby amended in its entirety to read as follows: "2.03 "COMPENSATION" means the total compensation (including overtime, commissions and bonus) payable to an Employee by the Employer and reportable to the federal government for income tax purposes on Form W2, or any form prescribed by the Internal Revenue Service to take its place. Compensation shall also include disability payments and such amounts as shall be contributed pursuant to the Employee's elections pursuant to Section 401(k) of the Code, and amounts treated as employer contributions pursuant to the Employee's election under section 125 of the Code." This Amendment shall be construed and enforced in accordance with, and governed by, the laws of the Commonwealth of Massachusetts. It shall take effect as an instrument under seal. IN WITNESS WHEREOF, Chase Corporation has caused this instrument to be executed on its behalf this 29th day of June, 2001. CHASE CORPORATION
By: /s/ EVERETT CHADWICK --------------------Treasurer & CFO Attest:

EXHIBIT 10.40 THIS SPECIMEN NON-QUALIFIED DEFERRED COMPENSATION PLAN DOCUMENT IS PROVIDED BY DIVERSIFIED SOLELY FOR THE GUIDANCE OF THE EMPLOYER AND ITS COUNSEL. DIVERSIFIED IS PROHIBITED FROM GIVING LEGAL ADVICE AND THEREFORE CAN GIVE NO ASSURANCES THAT ANY EMPLOYER'S NON-QUALIFIED DEFERRED COMPENSATION ARRANGEMENTS WILL MEET ALL APPLICABLE INTERNAL REVENUE SERVICE (IRS) AND DEPARTMENT OF LABOR (DOL) REQUIREMENTS. PARTICULAR ATTENTION SHOULD BE PAID TO THE COMPOSITION OF THE GROUP OF EMPLOYEES ELIGIBLE TO PARTICIPATE IN THE NON-QUALIFIED DEFERRED COMPENSATION ARRANGEMENT.

TABLE OF CONTENTS Article Article Article Article Article Article Article Article Article Article 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Introduction Definitions Plan Specifications Loans and Hardship Withdrawals Plan Investment Beneficiary Vesting and Forfeitures Benefits Administration Miscellaneous

ARTICLE 1. - INTRODUCTION Whereas, the Employer wishes to establish a supplementary retirement plan to provide deferred compensation for a select group of management as chosen by the Employer effective January 1, 1997, and Whereas, the Employer, who has determined pursuant to the laws of the Employer's state, may establish such a Plan; Whereas, the Employer wishes to provide that the Plan to be established under this Agreement shall be called The Chase Corporation Non-Qualified Retirement Savings Plan for the Board of Directors, and Whereas, the Employer wishes to provide under the Plan for the payment of vested accrued benefits to the Participants and their beneficiary or beneficiaries, and Whereas, the Employer wishes to provide under the Plan that the Employer shall pay the entire cost of vested accrued benefits from its general assets and set aside contributions by the Employer to meet its obligations under the Plan, and Whereas, the Employer intends that the assets of the Plan shall at all times be subject to the claims of the general creditors of the Employer, Now therefore, the Employer does hereby establish the Plan as follows, and does also hereby agree that the Plan shall be structured, held and disposed of as follows:

ARTICLE 2. - DEFINITIONS "Age" means age at nearest birthday. "Beneficiary" means the beneficiary or beneficiaries designated by the Participant in the Beneficiary Designation Form who are to receive any distributions payable upon the death of the Participant. "Board" means the Employer's Board of Directors. "Beneficiary Designation Form" means the form signed by the Participant which specifies the Participant's Beneficiary. "Compensation" means the amount payable for all Board of Director fees for services rendered to the Employer, that is reportable to the Federal Government for the purpose of withholding Federal income taxes, or which would be reportable if it were not deferred by the Eligible Employee under this Plan. "Deferred Compensation" means the amount of Compensation that the Participant elects to defer under the Enrollment Agreement and that the Participant and the Employer mutually agree shall be deferred in accordance with the Plan and/or the amount of any contributions made by the Employer on behalf of the Participant. "Disability" means a Participant's total and permanent disability as a result of disease or bodily injury so as to render the Participant incapable of engaging in any substantial gainful activity by reason of any medically determinable physical or mental impairment or impairments that can be expected to result in death or that have lasted or can be expected to last for a continuous period of not less than twelve (12) months, provided that the Participant is eligible for and receives disability benefits under the Social Security Act. "Effective Date" means January 1, 1997. "Eligible Member" means a member of the Board. "Employer" means The Chase Corporation and any succeeding or continuing corporation. "Enrollment Agreement" means the agreement entered into by a Participant which specifies the amount of Deferred Compensation, the Participant's Beneficiary and the Participant' election of form of payment on Termination of Employment. "Entry Date" means the first day of the month each year. "Hardship Withdrawal" A withdrawal is on account of hardship if it is due to an unforeseen emergency which creates a hardship and which occurs prior to the Participant's commencement of benefits. An unforeseen emergency is defined as (1) a severe financial

hardship to the Participant, or (2) loss of the Participant's or beneficiary's property due to casualty, or (3) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant or beneficiary. Payment may not be made to the extent that such hardship is or may be relieved (1) through reimbursement or compensation by insurance or otherwise, (2) by liquidation of the Participant's assets to the extent the liquidation of these assets would not itself cause severe financial hardship or (3) cessation of deferrals under the Plan. "Participant" shall mean any Eligible Member who has elected to participate in the Plan by entering into an Enrollment Agreement. "Participant's Account" The individual account maintained for a Participant by the insurance company under the group contract in accordance with the terms of the group contract(s) and the Plan. "Plan Year" The first Plan Year is the period beginning on the Effective Date and ending on December 31, 1997. A Plan Year other than the first Plan Year is the 12 consecutive month period beginning on January 1st, a Plan Anniversary, and ending on the next following December 31st. "Termination of a Board Member" shall mean the date the individual is no longer a Member of the Board of Directors of the Employer.

ARTICLE 3. - PLAN SPECIFICATIONS Each Eligible Employee shall be eligible to participate in the Plan on the first Entry Date coinciding with or next following the date on which he becomes an Eligible Member. An Eligible Employee may enroll and become a Participant by executing an Enrollment Agreement in each calendar year preceding the calendar year in which deferral of compensation is to commence. However, during the first Plan Year, an Eligible Employee may enroll and become a Participant within 30 days after the Plan is effective. In the first year an employee first becomes an Eligible Member, the Eligible Member may enroll and become a Participant within 30 days after the date the employee becomes an Eligible Member. The Participant shall specify in his Enrollment Agreement the amount of Compensation to be deferred (from 1% to 100% of his Compensation) under the Plan. Any salary deferrals made by an Eligible Member under this Plan shall be held as an asset of the Employer. The Participant may terminate his Enrollment Agreement at any time and be restored to full Compensation. The Participant may change his Enrollment Agreement by written notice of such change, prior to the calendar year in which such change is to be effective. An election to defer Compensation under this Plan, or to change the amount of Deferred Compensation, shall apply only to Compensation earned after such election. The Employer has the power to establish rules and from time to time to modify or change such rules governing the manner and method by which salary deferral contributions may be changed or discontinued temporarily or permanently. A Participant's Enrollment Agreement shall remain in effect unless previously modified or terminated as herein permitted until the Participant's Termination as a Board Member. All salary deferral contributions shall be authorized by the Participant in writing, deducted from the Participant's compensation without reduction for any taxes or withholding (except to the extent required by law or the regulations) and paid over to the Plan by the Employer. Contributions made to the Plan on behalf of a Participant shall include salary deferral contributions. The salary deferral contributions, made under the Plan on behalf of each Participant shall be credited to the Participant's Account. The Account consists of the aggregate of all records maintained by the Employer for purposes of determining the Participant's interest in the Plan.

ARTICLE 4. - LOANS AND HARDSHIP WITHDRAWALS 4.1 There are no loans available under this Plan; however, a Participant may make a Hardship Withdrawal, as defined in Article 2, from the Plan.

ARTICLE 5. - PLAN INVESTMENT 5.1 All contributions will be invested under a Group Annuity Contract or Contracts issued to the Employer by the AUSA Life Insurance Company, Inc. ("AUSA") under which Participant Accounts will be established for each Participant. 5.2 All amounts under this Plan, including all investments purchased with such amounts and all income attributable thereto, shall remain (until made available to the Participant or Beneficiary) solely the property of the Employer (without being restricted to the provision of benefits under the Plan) subject to the claims of the Employer's general creditors. No Participant or Beneficiary shall have any secured or beneficial interest in any property, rights or investments held by the Employer in connection with the Plan.

ARTICLE 6. - BENEFICIARY 6.1 The Participant's Beneficiary Designation Form shall designate the Beneficiary or Beneficiaries who are to receive distributions in the event of the Participant's death. If the Participant has not properly designated a Beneficiary, or if for any reason such designation shall not be legally effective, or if said designated Beneficiary or Beneficiaries shall predecease the Participant, then the Participant's estate shall be treated as the Beneficiary. A Participant may change his Beneficiary designation at any time by amending his Beneficiary Designation Form.

ARTICLE 7. - VESTING AND FORFEITURES 7.1 The value of that portion of Participant's Account which consists of salary deferral contributions shall be fully vested at all times subject, however, to the reach of the Employer's creditors in the event of insolvency. 7.2 When the Participant resigns as a Board Member and payment is not deferred, the amount of the payment shall be based on the value of the Participant's Account plus any contributions subsequently credited to such Account and less any distributions subsequently made from the Account.

ARTICLE 8. - BENEFITS 8.1 The Participant or Beneficiary shall elect the payment option described in 8.3 below under which distribution will be made following his Termination as a Board Member. Payment of benefits will begin on the first day of the first month that is at least 60 days after his Termination as a Board Member provided that in no case will payment of benefits begin later than 60 days after the close of the Plan Year in which the Participant is no longer an Eligible Member. Any such election or change of election must be made in writing. 8.2 Benefits are immediately payable upon the Participant's death or Disability under one of the payment options described in Article 8.3. Death benefits must be paid to the Beneficiary designated by the Participant in the Beneficiary Designation Form. 8.3 As elected under 8.1 or 8.2 and subject to 8.4 below, distributions may be made under one or more of the following payment options: (a) in a lump-sum cash payment; or (b) in substantially equal annual payments over a period of years not to exceed the life expectancy of the Participant or the joint life expectancies of the Participant and the Participant's spouse; or (c) any installment payout agreed to in writing by the Employer. 8.4 A Participant may change his form of payment at any time prior to the commencement of distributions by providing written instructions to the Employer; except that a change in the form of payment from (a) to (b) or (c) above will not be effective unless made at least one year prior to the Participant's Termination as a Board Member or death, whichever occurs earlier.

ARTICLE 9. - ADMINISTRATION 9.1 ADMINISTRATOR. The Employer shall be the Administrator of the Plan. Administrative concerns of the Plan include, but are not limited to, the enrollment of Eligible Members as Participants, the maintenance of all records, and the distribution of benefits to Participants.

ARTICLE 10. - MISCELLANEOUS 10.1 AMENDMENT OF PLAN. The Employer reserves the right to amend any provisions of the Plan at any time to the extent that it may deem advisable without the consent of the Participant or any Beneficiary provided that no such amendment shall impair the rights of Participants or Beneficiaries with respect to Compensation deferred before such amendment. 10.2 TERMINATION OF PLAN, The Employer reserves the right to terminate the Plan at any time. Upon termination of the Plan, the Participant's full Compensation on a non-deferred basis will be thereupon restored. Distribution of any benefits to Participants may only commence upon the occurrence of any of the specified events as provided in Article 8 except as stated in the following sentence. If the Plan, which was designed and intended to be a Top-Hat Plan is deemed not to be a Top-Hat Plan, it will be terminated and contributions will be distributed to Participants in the Plan. 10.3 PLAN ADMINISTRATOR TO ESTABLISH RULES. The Employer may at any time make rules as it determines necessary regarding the administration of the Plan. 10.4 The Employer may, from time to time, hire outside consultants, accountants, actuaries, legal counsel, or recordkeepers to perform such tasks as the Employer may from time to time determine. 10.5 In the event that any Participants are found to be ineligible, that is, not members of a select group of highly compensated employees, according to a determination made by the Department of Labor, the Employer will take whatever steps it deems necessary, in its sole discretion, to equitably protect the interests of the affected Participants. 10.6 No benefits under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance. The provisions of this Plan shall be binding upon and inure to the benefit of the Employer and Participants and their respective successors, heirs, personal representatives, executors, administrators, and legatees. The vested Account balance of a Participant shall be paid from the Plan only to the extent the Employer is not at the time of payment insolvent. Any vested accrued benefits under the Plan represent an unfunded, unsecured promise by the Employer to pay these benefits to the Participants when due. A Participant has no greater right to Plan assets than the general creditors of the Employer in the event that the Employer shall become insolvent. Plan assets can be used to pay only vested accrued benefits under the Plan or the claims of the Employer's general creditors. 12

10.7 This Plan and the Enrollment Agreement, and any subsequently adopted amendment thereof, shall constitute the total agreement or contract between the Employer and the Participant regarding the Plan. No oral statement regarding the Plan may be relied upon by the Participant. 10.8 This Plan shall be construed under the laws of the State of Massachusetts. IN WITNESS WHEREOF, The Chase Corporation has caused this Plan to be executed by its duly authorized officers this 30th
day of June , 1997

IN PRESENCE OF: /s/ Everett Chadwick -----------------------------------By: /s/ Peter R. Chase ------------------------------------

Everett Chadwick Peter R. Chase -------------------------------------------------------------------------------Treasurer & CFO President & CEO --------------------------------------------------------------------------------

DIRECTIONS FOR ALTERNATIVE METHOD OF COMPLIANCE FOR TOP HAT PLANS FOR THE DOL Department of Labor (DOL) regulations (DOL Reg. 2520.104-23) provide for an alternative method of compliance with the reporting and disclosure requirements of Title I of ERISA for "top hat" plans. The plan administrator of the "top hat" plan must make a one-time filing with the DOL providing certain information and, also, he must provide the DOL with plan documents IF SO REQUESTED. Attached for your information is a specimen letter which can be used as a guide to fulfill these requirements. Please note the following: (a) The filing should be made and signed by the plan's administrator. (b) The plan administrator should enumerate the number of all such plans maintained by the employer, I.E., all "top hat" plans maintained, and the number of employees in each. (c) The filing should be made within 120 days of the plan's being adopted.

Top Hat Plan Exemption Pension and Welfare Benefits Administration Room N-5644 U.S. Department of Labor 200 Constitution Avenue, NW Washington, D.C. 20210 Dear Sir: The purpose of this filing is to comply with the reporting and disclosure requirements of Part I of Title I of ERISA with respect to an unfunded or insured pension plan maintained for a select group of management or highly compensated employees. This filing is intended to comply with DOL Reg. 2520.104-23. Plan Name: Chase Corporation Non-Qualified Retirement Savings Plan for Board of Directors is maintained by
Employer's Name: Full Address: Chase Corporation 50 Braintree Hill Park, Suite 220 Braintree, MA 02184

The Employer identification number (EIN) assigned by the Internal Revenue Service is 11-1797126

The plan(s) is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. The number of deferred compensation plans maintained by the employer is ___________________________________________________ in which there are ________________________ participating employees. In accordance with Section 104(a)(1) of ERISA, the employer will provide Plan documents to the Secretary of Labor upon request. Sincerely, (Name of Plan Administrator)

"By countersigning this letter, I acknowledge that I have read it and understand it, and I agree to its terms. The approval of the Massachusetts Insurance Department is required. If, after any such required Insurance Department filing and approval, the contract is not executed within 90 days of the contract issuance date, it is agreed that the Plan funds invested pursuant to this Authorization letter (along with any earnings thereon but less any expenses authorized by the contract form) will be returned to the Employer. If the Contract is disapproved by the Insurance Department concerned, I agree that those funds in the Stable Fund and/or Government Fixed Fund (including any earnings thereon but less any expenses that were previously deducted) will be returned to, or as directed by, the proposed Contractholder. However, any unrecovered expenses will not be deducted." Execution by Proposed Contractholder:
BY: /s/ [ILLEGIBLE] -----------------------(Signature)

President & CEO Dec.31, 1996

Exhibit 10.41 EXECUTIVE SEVERANCE AGREEMENT This Agreement dated October 24, 1994 is between Chase Corporation (the "Company"), a Massachusetts corporation, and Peter R. Chase (the "Executive"). The Company has determined that it is desirable, in order to induce the Executive to remain in the employ of the Company and to place him in a position to act in the best interests of the Company and its stockholders in the event of a proposal for the transfer of control of the Company, to provide certain severance benefits to the Executive if his employment with the Company terminates under the circumstances described below. Accordingly, the parties agree as follows: 1. EMPLOYMENT RIGHTS. (a) Except as otherwise provided in paragraph 1(b), the Executive's employment may be terminated at any time by the Company or the Executive, subject to the Company's providing the benefits hereinafter specified. (b) In the event a tender or exchange offer is made by any person or group of persons within the meaning of section 14(d) of the Securities Exchange Act of 1934, other than the Company or any employee benefit plan sponsored by the Company, for 45% or more of the shares of stock of the Company entitled to vote for the election of directors, the Executive agrees that he will not leave the employ of the Company (other than as a result of disability, retirement or death) until such offer has been terminated or a change in control of the Company (as hereinafter defined) has occurred.

2. TERMINATION PRIOR TO CHANGE IN CONTROL. If the Executive's employment with the Company is terminated for any reason prior to the occurrence of a change in control of the Company, he shall be entitled to receive such benefits, and only such benefits, to which he would be entitled without regard to this Agreement. If a change in control shall occur within one year after the termination of the Executive's employment by the Company, such termination shall be treated as a termination after a change in control under paragraph 3 hereof unless the Company shall sustain the burden of proving that the termination was not in contemplation of the change in control. 3. TERMINATION AFTER A CHANGE IN CONTROL. If the Executive's employment with the Company is terminated within 24 months after the occurrence of a change in control of the Company, he shall be entitled to receive the benefits set forth below. A "change in control" of the Company shall have the meaning set out in Exhibit A attached hereto. (a) CAUSE. Upon termination of the Executive's employment by the Company for cause, the Executive shall be entitled to his salary through the period ending with the date of such termination and any accrued benefits, and any and all other rights of the Executive under this Agreement shall terminate upon the date of termination. "Cause" shall have the meaning set out in Exhibit B attached hereto. (b) DEATH, DISABILITY, OR RETIREMENT. If the Executive's employment is terminated by reason of death, permanent disability or retirement, the Executive shall be entitled to such benefits as may be provided to him pursuant to the Company's employee benefit plans. Any and all other rights of the Executive under this Agreement shall terminate upon the occurrence of a termination of his employment under this subparagraph and the provisions of subparagraph (c) shall not be applicable. For purposes of this paragraph, -2-

"permanent disability" shall be deemed to exist when, in the good faith judgment of the Board of Directors of the Company, the Executive is unable to perform his duties for the Company due to illness or incapacity and such disability has continued for a period of not less than six months, unless he shall have returned to the full time performance of his duties within 30 days after written notice of the Board's determination has been given to him. For purposes of this paragraph, "retirement" shall mean termination by the Executive on or after his attaining age 65. Written notice of termination of employment based on retirement shall be given at least 60 days in advance. (c) TERMINATION FOR GOOD REASON OR WITHOUT CAUSE. If the Executive's employment is terminated (1) by the Executive for Good Reason (as defined in Exhibit C attached hereto) or (2) by the Company without Cause, in lieu of further salary for subsequent periods the Executive shall be entitled to the following benefits: (i) The Company shall pay the Executive, in addition to his salary and accrued benefits through the date of termination, severance pay in an amount equal to two times the greater of his annual salary in effect immediately prior to the change in control or his annual salary in effect immediately prior to the termination. For the purposes of this subsection, the term "salary" shall include bonuses which shall be computed by averaging the last two annual bonuses (annualizing bonuses with respect to a partial year), if any. (ii) The Company shall maintain in full force and effect, for the continued benefit of the Executive and his dependents for a period ending on the earlier of the commencement date of equivalent benefits from a new employer or his normal retirement date (after which the terms of the applicable pension plan shall govern), the -3-

health insurance, dental insurance and group term life insurance plans in which the Executive was entitled to participate immediately prior to the termination of his employment or reasonably equivalent benefits, provided that the Executive continues to pay an amount equal to the employee's share of contributions in effect prior to the change in control. (iii) If the Executive is age 55 or older on the date of termination of his employment, the Executive will continue to receive, until his normal retirement date, service credit under the Company's pension plans and any supplemental arrangements maintained for his benefit in effect immediately prior to the termination of his employment. (iv) At the request of the Executive, the Company shall pay the reasonable costs of an out-placement service used by the Executive for a period not to exceed two years as a result of the termination of his employment. (v) Except as specifically set forth herein, the amount of any payment or benefit under this subparagraph 3(c) shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by the Executive as the result of employment by another employer after the termination of his employment with the Company or otherwise; provided, however, that the amount payable under Section 3(c)(i) shall be reduced, but to not less than 100%, by any benefits derived by Executive as a result of employment by another employee after the termination of employment. (d) AUTOMOBILE. Upon termination of the Executive's employment for any reason, he shall have the right to purchase any automobile supplied to him by the Company -4-

immediately prior to the change in control, or any automobile substituted therefor with his approval, at its depreciated cost as shown on the books of the Company. 4. TAXES. (a) WITHHOLDING. All payments to be made to the Executive under this Agreement will be subject to any required withholding of federal, state and local income and employment taxes. (b) PAYMENT LIMITATION. Notwithstanding anything in this Agreement to the contrary, if any of the payments provided for in this Agreement, together with any other payments which the Executive has the right to receive from the Company, would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended), the payments pursuant to this Agreement shall be reduced (reducing first the payments under subparagraph 3(c)(i) to the largest amount as will result in no portion of such payments being subject to the excise tax imposed by Section 49999 of such Code. 5. FEES AND EXPENSES. The Company shall pay all legal fees and related expenses incurred by the Executive as a result of his seeking to obtain or enforce any right or benefit provided by this Agreement following a change in control of the Company. 6. ARBITRATION. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration conducted before a panel of three arbitrators in the Commonwealth of Massachusetts in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided, however, that the Executive shall be entitled to seek specific performance of his right to be paid until the date of termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. -5-

7. MISCELLANEOUS. (a) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns and the Executive, his successors, personal representatives and heirs, but shall not be assignable by the Executive except with respect to any payments or benefits hereunder. In the event that the Company is consolidated or merged with or into any other corporation, the term "Company" as used herein shall mean such other corporation, and this Agreement shall continue in full force and effect. (b) AMENDMENT: WAIVER. This Agreement may not be modified or amended in any manner except by an instrument in writing signed by the parties hereto. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as waiver of any other provision of this Agreement, or of any subsequent breach by such party or a provision of this Agreement. (c) NOTICES. All notices hereunder shall be sufficient if given in writing sent by registered or certified mail, addressed as follows: To the Company: Chase Corporation 50 Braintree Hill Park Suite 220 Braintree, Massachusetts 02184 Attention: To the Executive: Peter R. Chase 305 Grange Park Bridgewater, MA 02324 -6-

(d) HEADINGS. The headings of paragraphs herein are included solely for convenience of reference and shall not control the meaning of interpretations of any of the provisions of this Agreement. (e) SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. (f) APPLICABLE LAW. This Agreement shall be governed by the laws of Massachusetts without giving effect to the conflict of laws principles thereof. (g) COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Executive has executed this Agreement as of the date first written above. CHASE CORPORATION
By: /s/ George M. Hughes --------------------Title: Authorized Officer

/s/ Peter R. Chase ------------------------Executive

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EXHIBIT A CHANGE IN CONTROL A "Change in Control" shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not the Company is in fact required to comply therewith; provided, that, without limitation, such a change in control shall be deemed to have occurred if: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company becomes the "beneficial owner" (as defined in Rule 13d3 under the Exchange Act), directly or indirectly, of securities of the Company representing 45% or more of the combined voting power of the Company's then outstanding securities; (ii) during any period of twenty-four (24) consecutive months (not including any period prior to the date of this Agreement), individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in subparagraphs (i), (ii) or (iii)whose election by the Board or nomination for election by the Board or by the stockholders of the Company was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) acquires 45% or more of the combined voting power of the Company's then outstanding securities; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets.

EXHIBIT B "Cause" shall mean and be limited to (i) deliberate dishonesty by the Executive in connection with his employment, (ii) willful and prolonged absence from work (other than as a result of illness or incapacity) in circumstances that constitute a substantial abdication of the Executive's responsibilities to the Company after written notice thereof has been given by the Board of Directors of the Company to the Executive or (iii) the Executive's conviction of a felony.

EXHIBIT C "Good Reason" shall mean that the Executive has determined in good faith that (1) the Company has failed to assign to him on a consistent basis executive duties performable at the location at which he worked before the change in control which are commensurate with the level of executive duties performed by him immediately prior to such change in control, (2) he is prevented by the Company from continuing to fulfill his responsibilities at a level commensurate with that prior to the change in control, (3) his salary in effect immediately prior to the change in control is reduced by the Company, (4) the Company has failed to continue in effect any health, welfare, retirement, vacation and other fringe benefit plans of the Company in which the Executive participated at the time of the change in control (or plans providing substantially equivalent benefits) other than as a result of the normal expiration of any such plan in accordance with its terms as in effect at the time of the change in control, or the Company shall have taken or failed to take any action which would adversely affect the Executive's continued participation in or the benefits receivable by the Executive under any such plan as in effect at the time of the change in control, or (5) the Company shall have failed to obtain, at the Executive's request, an assent to the Company's performance of its obligations under this Agreement from any person that succeeds to or has the practical ability to control (either immediately or with the passage of time), directly or indirectly, the Company's business.

Exhibit 10.42 Option No. 1995-1B NQOPC CHASE CORPORATION NON-QUALIFIED STOCK OPTION CHASE CORPORATION (the "Company"), a Massachusetts corporation, as an incentive and inducement to Peter Chase (the "Optionee"), who is presently an employee of the Company, to devote his best efforts to the affairs of the Company, which incentive and inducement the Company has determined to be sufficient consideration for the grant of this Option, hereby grants to the Optionee the right and option (the "Option") to purchase from the Company up to 251,855 shares of its Common Stock, $.10 par value (the "Stock"). This Option is granted under, and is subject to the provisions of, the Company' s 1995 Stock Option Plan (the "Plan") and shall be exercisable only on the following terms and conditions: 1. The price to be paid for each share of Stock upon exercise of the whole or any part of this Option shall be $3 3/8 which is not less than 100% of the fair market value of a share of Stock of the Company on the date hereof. 2. This Option may be exercised at any time with respect to that number of shares that shall have vested as of the date of exercise. Options with respect to 51,855 shares shall vest proportionately on a monthly basis on the 17th day of each month commencing August 17, 1995 and ending on July 17, 2000. The balance of the options granted hereunder shall vest proportionately on a monthly basis on the 17th day of each month commencing August 17, 2000 and ending on July 17, 2005 and provided however that this Option may not be exercised as to any shares after the expiration of ten years from the date hereof. 3. This Option may be exercised at any time and from time to time, subject to the limitation of section 2 above, up to the aggregate number of shares specified herein, but in no event for the purchase of other than full shares. Written notice of exercise shall be delivered to the Company specifying the number of shares with respect to which the Option is being exercised and a date not later than fifteen days after the date of the delivery of such notice as the date on which the Optionee will take up and pay for such shares. On the date specified in such notice, the Company will deliver to the Optionee a certificate for the number of shares with respect to which the Option is being exercised against payment therefor in cash, by certified check or in such other form, including shares of Stock of the Company valued at their fair market value on the date of delivery, as the Compensation Committee may at the time of exercise approve. 4. The Optionee shall not be deemed, for any purpose, to have any rights whatever in respect of shares to which the Option shall not have been exercised and payment made as aforesaid. The Optionee shall not be deemed to have any rights to continued employment by virtue of the grant of this Option.

5. In the event the Compensation Committee in its discretion determines that any stock dividend, split-up, combination or reclassification of shares, recapitalization or other similar capital change affects the Stock such that adjustment is required in order to preserve the benefits or potential benefits of this Option, the maximum aggregate number and kind of shares or securities of the Company subject to this Option, and the exercise price of this Option, shall be appropriately adjusted by the Compensation Committee (whose determination shall be conclusive) so that the proportionate number of shares or other securities subject to this Option and the proportionate interest of the Optionee shall be maintained as before the occurrence of such event. 6. In the event of a consolidation or merger of the Company with another corporation, or the sale or exchange of all or substantially all of the assets of the Company, or a reorganization or liquidation of the Company, the Optionee shall be entitled to receive upon exercise and payment in accordance with the terms of the Option the same shares, securities or property as he would have been entitled to receive upon the occurrence of such event if he had been, immediately prior to such event, the holder of the number of shares of Stock purchasable under his Option; provided, however, that in lieu of the foregoing the Board of Directors of the Company (the "Board") may upon written notice to the Optionee provide that such Option shall terminate on a date not less than 20 days after the date of such notice unless theretofore exercised. In connection with such notice, the Board may in its discretion accelerate or waive any deferred exercise period. Notwithstanding the foregoing, in the event of an acquisition of the Company involving a change in control, whether by merger or consolidation, sale of assets or sale of stock, this Option shall become exercisable as to all shares specified herein without regard to any deferred exercise period. A "change in control" shall be deemed to have occurred if, as a result of the transaction, a change in control of a nature that would be required to be reported in response to Item 1(a) of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to section 13 or l5(d) of the Securities Exchange Act of 1934 (whether or not the Company is then required to file such report) has occurred. 7. This Option is not transferable by the Optionee otherwise than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, and is exercisable, during the Optionee's lifetime, only by him. 8. If the Optionee's employment with (i) the Company, or (ii) a corporation (or a parent or subsidiary corporation of such corporation) issuing or assuming a stock option in a transaction to which Section 424(a) of the Internal Revenue Code of 1986, as amended (the "Code") applies, is terminated for any reason of his than by his death or disability (within the meaning of. Section 22 (e) (3) of the Code), he may exercise the rights which he had hereunder at the time of such termination only within three months from the date of termination. If his status as an employee is terminated for reason of disability, such rights may be exercised within six months from the date of termination. Upon the death of the Optionee, those entitled to do so by the Optionee's will or the laws of descent and distribution shall have the right, at any time within six months after the date of death, to exercise in whole or in part any rights which were available to the Optionee at the time of his death. This Option shall terminate, and no rights hereunder may be exercised, after the expiration of the applicable exercise period. 2

Notwithstanding the foregoing provisions of this Section 8, no rights under this Option may be exercised after the expiration of the seven years from the date of grant of this Option. 9. It shall be a condition to the Optionee's right to purchase shares hereunder that the Company may, in its discretion, require that in the opinion of counsel for the Company the proposed purchase shall be exempt from registration under the Securities Act of 1933, as amended, and the Optionee shall have made such undertakings and agreements with the Company as the Company may reasonably require, and that such other steps, if any, as counsel for the Company shall deem necessary to comply with any law, rule or regulation applicable to the issue of such shares by the Company shall have been taken by the Company or the Optionee, or both. The certificates representing the shares purchased under this Option may contain such legends as counsel for the Company shall deem necessary to comply with the applicable law, rule or regulation. 10. The exercise of this Option is conditioned upon the payment, if the Company so requests, by the Optionee or his heirs by will or by the laws of descent and distribution or other permitted transferee, of all state and federal taxes imposed upon the exercise of this Option and the issue to the Optionee of the shares covered hereby. 11. This Option is issued pursuant to the terms of the Plan. This Option does not set forth all of the terms and conditions of the Plan, which are incorporated herein by reference. Copies of the Plan may be obtained upon written request without charge from the Company. IN WITNESS WHEREOF the Company has caused this Option to be executed on its behalf and its corporate seal to be hereunto affixed as of July 18, 1995. CHASE CORPORATION
By: /s/ Everett Chadwick ---------------------Title: Treasurer

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EXHIBIT 10.44 Chase Corporation 2001 Senior Management Stock Plan This 2001 Senior Management Stock Plan (the "Plan") provides for ownership of Common Stock, $.10 par value (the "Stock") of Chase Corporation (the "Company) by officers and employees who are designated by the Compensation Committee as members of the Company's senior management so as to provide additional incentives to promote the success of the Company through the grant of Incentive and Nonstatutory Stock Options (as such terms are defined in Section 3(a) below) (collectively, "Options") and Restricted Stock. 1. Administration of the Plan. The administration of the Plan shall be under the general supervision of the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee"). Within the limits of the Plan, the Directors or Compensation Committee shall determine the individuals to whom, and the times at which, Restricted Stock and Options shall be granted, type of Option to be granted, the duration of each Option, the price and method of payment for each Option, and the time or times within which (during its term) all or portions of each Option may be exercised. The Compensation Committee may establish such rules as it deems necessary for the proper administration of the Plan, make such determinations and interpretations with respect to the Plan and Options or Restricted Stock granted under it as may be necessary or desirable and include such further provisions or conditions in Options or Restricted Stock granted under the Plan as it deems advisable. 2. Shares Subject to the Plan (a) Number and Type of Shares. The aggregate number of shares of Stock of the Company that may be optioned or issued under the Plan is 750,000 shares. In no event shall any person receive in any calendar year awards under the Plan for more than 500,000 shares of Stock. In the event that the Compensation Committee in its discretion determines that any stock dividend, split-up, combination or reclassification of shares, recapitalization or other similar capital change affects the Company's shares such that adjustment is required in order to preserve benefits of the Plan or any Option or Restricted Stock granted under the Plan, the maximum aggregate and kind of shares or securities of the Company as to which Options or Restricted Stock may be granted under the Plan and as to which Options then outstanding shall be exercisable, and the option price in the case of Options, shall be appropriately adjusted by the Compensation Committee (whose determination shall be conclusive) so that the proportionate number of shares or other securities as to which Options or Restricted Stock may be granted and the proportionate interest of holders of outstanding Options or shares issued shall be maintained as before the occurrence of such event. (h) Effect of Certain Transactions. In the event of a consolidation or merger of the Company with another corporation, or the sale or exchange of all or substantially ail of the assets of the Company, or a reorganization or liquidation of the Company. each holder of an outstanding Option shall be entitled to receive upon exercise and payment in accordance with the terms of the Option the same shares as he would have been entitled to receive upon the occurrence of

such event had he exercised the Option immediately prior to such event; provided, however, that in lieu of the foregoing the Board of Directors of the Company (the "Board") may upon written notice to each holder provide that such Option shall terminate on a date not less than 20 days after the date of such notice unless theretofore exercised. In addition, prior to or after such an event, the Board may accelerate awards and waive conditions and restrictions on any award to the extent it may determine appropriate. (c) Reservation of Shares. The Company shall at all times while the Plan is in force reserve such number of shares of Stock as will be sufficient to satisfy the requirements of the Plan. Shares issued under the Plan may consist authorized but unissued shares or treasury shares. 3. Grant of Options: Eligible Persons. (a) Types of Options. Options shall be granted under the Plan either as incentive stock options ("Incentive Stock Options"), as defined in Section 422 of the internal Revenue Code of 1986, as amended (the "Code") or as Options which do not meet the requirements of Section 422 ("Nonstatutory Stock Options"). Options may be granted by the Directors, within the limits set forth in Sections 1 and 2 of the Plan, to all employees of the Company or of any parent corporation or subsidiary corporation of the Company as defined in Sections 424(e) and (f), respectively, of the Code). (b) Date of Grant. The date of grant for each Option shall be the date on which it is approved, or such Iater date as the Directors may specify. No options shall be granted hereunder after ten years from the date on which the Plan was approved by the Board. 4. Form of Options. Options granted hereunder shall be evidenced by a writing delivered to the optionee specifying the terms and conditions thereof and containing such other terms and conditions not inconsistent with the provisions of the Plan as the Compensation Committee considers necessary or advisable to achieve the purposes of the Plan or comply with applicable tax and regulatory laws and accounting principles. The form of such Options may vary among optionees. 5. Option Price. In the case of Incentive Stock Options, the price at which shares may from time to time be optioned shall be determined by the Compensation Committee, provided that such price shall not be less than the fair market value of the Stock on the date of granting as determined in good faith by the Compensation Committee: and provided further that no Incentive Stock Option shall be granted to any individual who is ineligible to be granted an Incentive Stock Option because his ownership of stock of the Company or its parent or subsidiary corporations exceeds the limitations set forth in Section 422(b)(6) unless such option price is at least 110% of the fair market value of grant. In the case of Nonstatutory Stock Options, the price at which shares may from time to time be optioned shall be determined by the Compensation Committee, provided that unless the Option is granted in -2-

lieu of compensation. the exercise price shall not be less than 85% of the fair market value on the date of grant as determined in good faith by the Compensation Committee. The Compensation Committee may in its discretion permit the option price to be paid in whole or in part by a note or in installments or with shares of Stock or such other lawful consideration as the Compensation Committee may determine. 6. Term of Option and Dates of Exercise. (a) Exercisability. The Compensation Committee shall determine the term of all Options, the time or times that Options are exercisable and whether they are exercisable in installments; provided, however, that the term of each non-statutory stock option granted under the Plan shall not exceed a period of ten years from the date of its grant, provided that no Incentive Stock Option shall be granted to any individual who is ineligible to be granted such because his ownership of stock of the Company or its parent or subsidiary corporations exceeds the limitations set forth in Section 422(b)(6) of the Code unless the term of his Incentive Stock Option does not exceed a period of five years from the date of its grant. In the absence of such determination, the Option shall be exercisable at any time or from time to time, in whole or in part, during a period of ten years from the date of its grant, or in the case of an Incentive Stock Option, the maximum term of such Option. (b) Effect of Disability, Death or Termination of Employment. The Compensation Committee shall determine the effect on an Option of the disability, death, retirement or other termination of employment of an optionee and during the period which, the optionee's estate, legal representative, on death may exercise rights thereunder. Any beneficiary on death shall be designated by the optionee, in the manner determined by the Compensation Committee, to exercise the rights of the optionee in the case of the optionee's death. (c) Other Conditions. The Compensation Committee may impose such other conditions with respect to the exercise of Options, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable. (d) Withholding. The optionee shall pay to the Company, or make provision satisfactory to the Compensation Committee for payment of, any taxes required by law to be withheld in respect of any Options under the Plan no later than the date of the event creating the tax liability. In the Compensation Committee's discretion, such tax obligations may be paid in whole or in part in shares of Stock, including shares retained from the exercise of the Option creating the tax obligation, valued at the fair market value of the Stock on the date of delivery to the Company as determined in good faith by the Compensation Committee. The Company and any parent corporation or subsidiary corporation of the Company (as defined in Sections 424(e) and (f), respectively of the Code) may, to the extent permitted by law, deduct any such tax obligations any kind otherwise due to the optionee. (e) Amendment of Options. The Compensation Committee may amend, modify or terminate any outstanding Option, including substituting therefore another Option of -3-

the same or different type, changing the date of exercise or realization and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that the optionee's consent to such action shall be required unless the Compensation Committee determines that the action, taking into account any related action, would not materially and adversely affect the optionee, and provided further that, notwithstanding the foregoing, the Compensation Committee may not either amend any outstanding Option to reduce the exercise price thereof or terminate an Option and substitute therefor another Option having a lower per share exercise price. 7. Non-transferability. No Option shall be transferable by the holder thereof other than by will or the laws of decent and distribution, and shall be exercisable during the holder's lifetime, only by the holder thereof; provided, however, that the Compensation Committee may provide that an Option is transferable by the holder thereof and exercisable by persons other than the holder thereof upon such terms and conditions as the Compensation Committee shall determine. 8. No Right to Employment. No persons shall have any claim or right to be granted an Option, and the grant of an Option shall not be construed as giving an optionee the right to continued employment. The Company expressly reserves the right at any time to dismiss an optionee free from any liability or claim under the Plan, except as specifically provided in the applicable Option. No Rights as a Shareholder. Subject to the provisions of the applicable Option, no optionee or any person claiming through an optionee shall have any rights as a shareholder with respect to any shares of stock to be distributed under the Plan until he or she becomes the holder thereof. 10. Restricted Stock. (a) Grant of Restricted Stock. The Compensation Committee may award Restricted Stock and determine the purchase price, if any, therefor, the duration of the Restricted Period (as defined below), the conditions under which the Restricted Stock may be forfeited to or repurchased by the Company and any other terms and conditions of the Restricted Stock. The Compensation Committee may modify or waive any restrictions, terms and conditions with respect to any Restricted Stock. Shares of Restricted Stock may be issued for whatever consideration is determined by the Compensation Committee, subject to applicable law. "Restricted Stock" means Stock awarded to a Participant under this Section 10 of the Plan pursuant to an award that entitles the Participant (as defined below) to acquire Stock for a purchase price (which may be zero(, subject to certain conditions, including a Company right during a specified period or periods to repurchase the Stock at its original purchase price (or to require forfeiture of the Stock if the purchase price was zero) upon the termination of the participant's employment. "Restricted Period" means the period of time selected by the Compensation Committee during which the shares of Restricted Stock are subject to forfeiture and/or restrictions on transferability. "Participant" means an individual who has been selected by the Compensation Committee to receive Restricted Stock under the Plan. -4-

(b) Transferability. Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as permitted by the Compensation Committee, during the Restricted Period. (c) Evidence of Award. Shares of Restricted Stock shall be evidenced in such manner as the Compensation Committee may determine. Any certificates issued in respect of shares of Restricted Stock shall be registered in the name of the Participant and unless otherwise determined by the Compensation Committee, deposited by the Participant, together with a stock power endorsed in blank, with the Company. At the expiration of the Restricted Period, the Company shall deliver the certificates and stock power to the Participant. (d) Shareholder Rights. A Participant shall have all the rights of a shareholder with respect to Restricted Stock awarded, including voting and dividend rights, unless otherwise provided in the written agreement setting forth the terms and provisions applicable to the award of Restricted Stock. 11. Amendment or Termination. The Board may amend or terminate the Plan at any time. 12. Stockholder Approval. The Plan is subject to approval by the stockholders of the Company by the affirmative vote of the holders of a majority of the shares of capital stock of the Company entitled to vote thereon and present or represented at a meeting duly held in accordance with the laws of the Commonwealth of Massachusetts, or by any other action that would be given the same effect under the laws of such jurisdiction, which action in either case shall be taken within twelve (12) months from the date the Plan was adopted by the Board. In the event such approval is not obtained, all Awards granted under the Plan shall be void and without effect. 13. Governing Law. The provisions of the Plan shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. -5-

EXHIBIT 10.45 CHASE CORPORATION Incentive Stock Option CHASE CORPORATION (the "Company"), a Massachusetts corporation, as an incentive and inducement to ____________ (the "Optionee"), who is presently an employee of the Company, to devote his best efforts to the affairs of the Company, which incentive and inducement the Company has determined to be sufficient consideration for the grant of this Option, hereby grants to the Optionee the right and option (the "Option") to purchase from the Company up to 28,569 shares of its Common Stock, $.10 par value (the "Stock"). This Option is granted under, and is subject to the provisions of, the Company's 2001 Senior Management Stock Plan (the "Plan") and shall be exercisable only on the following terms and conditions: 1. The price to be paid for each share of Stock upon exercise of the whole or any part of this Option shall be $10.50 which is not less than 100% of the fair market value of a share of Stock of the Company on the date hereof. 2. This Option may be exercised, at any time after October 9, 2001, as to 9,523 shares, at any time after October 9, 2002, as to 9,523 additional shares, at any time after October 9, 2003, as to 9,523 additional shares; provided, however, that this Option may not be exercised as to any shares after the expiration OF ten years from the date hereof. 3. This Option may be exercised at any time and from time to time, subject to the limitation - of section 2 above up to the aggregate number of shares specified herein, but in no event for the purchase of other than full shares. Written notice of exercise shall be delivered to the Company specifying the number of shares with respect to which the Option is being exercised and a date not later than fifteen days after the date of the delivery of such notice as the date on which the Optionee will take up and pay for such shares. On the date specified in such notice, the Company will deliver to the Optionee a certificate for the number of shares with respect to which the Option is being exercised against payment therefore in cash, by certified check or in such other form, including shares of Stock of the Company valued at their fair market value on the date of delivery, as the Compensation Committee may at the time of exercise approve. 4. The Optionee shall not be deemed, for any purpose, to have any rights whatever in respect of shares to which the Option shall not have been exercised and payment made as aforesaid. The Optionee shall not be deemed to have any rights to continued employment by virtue of the grant of this Option.

5. In the event the Compensation Committee in its discretion determines that any stock dividend, split-up, combination or reclassification of shares, recapitalization or other similar capital change affects the Stock such that adjustment is required in order to preserve the benefits or potential benefits of this Option, the maximum aggregate number and kind of shares or securities of the Company subject to this Option, and the exercise price of this Option, shall be appropriately adjusted by the Compensation Committee (whose determination shall be conclusive) so that the proportionate number of shares or other securities subject to this Option and the proportionate interest of the Optionee shall be maintained as before the occurrence of such event. 6. In the event of a consolidation or merger of the Company with another corporation, or the sale or exchange of all or substantially all of the assets of the Company, or a reorganization or liquidation of the Company, the Optionee shall be entitled to receive upon exercise and payment in accordance with the terms of the Option the same shares, securities or property as he would have been entitled to receive upon the occurrence of such event if he had been, immediately prior to such event, the holder of the number of shares of Stock purchasable under his Option; provided, however, that in lieu of the foregoing the Board of Directors of the Company (the "Board") may upon written notice to the Optionee provide that such Option shall terminate on a date not less than 20 days after the date of such notice unless theretofore exercised. In connection with such notice, the Board may in its discretion accelerate or waive any deferred exercise period. 7 This Option is not transferable by the Optionee otherwise than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, and is exercisable, during the Optionee's lifetime, only by him. 8. If the Optionee's status as an employee of (i) the Company, or (ii) a corporation (or a parent or subsidiary corporation of such corporation) issuing or assuming a stock option in a transaction to which Section 424(a) of the Internal Revenue Code, as amended (the "Code") applies, is terminated for any reason other than by his death or disability (within the meaning of Section 22(e)(3) of the Code), he may exercise the rights which he had hereunder at the time of such termination only within three months from the date of termination. If his status as an employee is terminated for reason of disability, such rights may be exercised within six months from the date of termination. Upon the death of the Optionee, those entitled to do so by the Optionee's will or the laws of descent and distribution shall have the right, at any time within six months after the date of death, to exercise in whole or in part any rights which were available to the Optionee at the time of his death. This Option shall terminate, and no rights hereunder may be exercised, after the expiration of the applicable exercise period. Notwithstanding the foregoing provisions of this Section 8, no rights under this Option may be exercised after the expiration of the ten years from the date of grant of this Option. 9. It shall be a condition to the Optionee's right to purchase shares hereunder that the Company may, in its discretion, require that in the opinion of counsel for the Company the proposed purchase shall be exempt from registration under the Securities Act of 1933, as amended, and the Optionee shall have made such undertakings and agreements with the Company as the Company may reasonably require, and that such other steps, if any, as counsel

for the Company shall deem necessary to comply with any law, rule or regulation applicable to the issue of such shares by the Company shall have been taken by the Company or the Optionee, or both. The certificates representing the shares purchased under this Option may contain such legends as counsel for the Company shall deem necessary to comply with the applicable law, rule or regulation. 10. The exercise of this Option is conditioned upon the payment, if the Company so requests, by the Optionee or his heirs by will or by the laws of descent and distribution or other permitted transferee, of all state and federal taxes imposed upon the exercise of this Option and the issue to the Optionee of the shares covered hereby. 11. This Option is issued pursuant to the terms of the Plan. This Option does not set forth all of the terms and conditions of the Plan, which are incorporated herein by reference. Copies of the Plan may be obtained upon written request without charge from the Company. 12. This Option is intended to be treated as an Incentive Stock Option under Section 422 of the Code. The Optionee agrees to notify the Company in writing within 30 days of the disposition of one or more shares of Stock which were transferred to him pursuant to his exercise of this Option if such disposition occurs within two years from the date of this Option or within one year after the transfer of such shares to him. IN WITNESS WHEREOF the Company has caused this Option to be executed on its behalf and its corporate seal to be hereunto affixed as of October 9, 2001. CHASE CORPORATION By: Title: President 3

Exhibit 10.46 Chase Corporation 2001 Non-Employee Director Stock Option Plan This 2001 Non-Employee Director Stock Option Plan (the "Plan") provides for ownership of Common Stock. $.10 par value (the "Stock") of Chase Corporation (the "Company") by non-employee directors so as to provide additional incentives to promote the success of the Company through the grant of Nonstatutory Stock Options ("Options"). 1. Administration of the Plan. The administration of the Plan shall be under the general supervision of the Board of Directors of the Company (the "Board"). Within the limits of the Plan, the Directors shall determine the individuals to whom, and the times at which, Options will be granted, the duration of each Option, the price and method of payment for each Option, and the time or times within which (during its term) all or portions of each Option may be exercised. The Board may establish such rules as it deems necessary for the proper administration of the Plan, make such determinations and interpretations with respect to the Plan and Options granted under it as may be necessary or desirable and include such further provisions or conditions in Options granted under the Plan as it deems advisable. 2. Shares Subject to the Plan. (a) Number and Type of Shares. The aggregate number of shares of Stock of the Company that may he optioned under the Plan is 90,000 shares. In the event that the Board in its discretion determines that any stock dividend, split-up, combination or reclassification of shares, recapitalization or other similar capital change affects the Stock such that adjustment is required in order to preserve benefits of the Plan or any Option granted under the Plan, the maximum aggregate and kind of shares or securities of the Company as to which Options may be granted under the Plan and as to which Options then outstanding shall be exercisable, and the option price of such Options, shall be appropriately adjusted by the Board (whose determination shall be conclusive) so that the proportionate number of shares or other securities as to which Options may be granted and the proportionate interest of holders of outstanding Options shall be maintained as before the occurrence of such event. (b) Effect of Certain Transactions. In the event of a consolidation or merger of the Company with another corporation, or the sale or exchange of all or substantially all of the assets of the Company, or a reorganization or liquidation of the Company, each holder of an outstanding Option shall be entitled to receive upon exercise and payment in accordance with the terms of the Option the same shares as he would have been entitled to receive upon the occurrence of such event had he exercised the Option immediately prior to such events provided however, that in lieu of the foregoing the Board of Directors of the Company may upon written notice to each holder provide that such Option shall terminate on a date not less than 20 days after the date of such notice unless theretofore exercised. In addition, prior to or after such an event, the Board may accelerate awards and waive conditions and restrictions on any award to the extent it may determine appropriate.

(c) Reservation of Shares. The Company shall at all times while the Plan is in force reserve such number of shares of Stock as will be sufficient to satisfy the requirements of the Plan. Shares issued under the Plan may consist of authorized but unissued shares or treasury shares. 3. Grant of Options: Eligible Persons. (a) Types of Options. Options shall be granted under the Plan as Options which do not meet the requirements of Section 422 ("Nonstatutory Stock Options"). Options may be granted by the Directors, within the limits set forth in Sections 1 and 2 of the Plan, to all non-employee Directors of the Company. (b) Date of Grant. The date of grant for each Option shall be the date on which it is approved, or such later date as the Directors may specify. No options shall be granted hereunder after ten years from the date on which the Plan was approved by the Board. 4. Form of Options. Options granted hereunder shall be evidenced by a writing delivered to the optionee specifying the terms and conditions thereof and containing such other terms and conditions not inconsistent with the provisions of the Plan as the Board considers necessary or advisable to achieve the purposes of the Plan or comply with applicable tax and regulatory laws and accounting principles. The form of such Options may vary among optionees. 5. Option Price. The price at which shares may from time to time be optioned shall be determined by the Board, provided that such price shall not be less that the fair market value of the Stock on the date of granting as determined in good faith by the Board. The Board may in its discretion permit the option price to be paid in whole or in part by a note or in installments or with shares of Stock or such other lawful consideration as the Board may determine. 6. Term of Option and Dates of Exercise. (a) Exercisability. The Board shall determine the term of all Options, the time or times that Options are exercisable and whether they are exercisable in installments; provided, however, that the term of stock option granted under the Plan shall not exceed a period of ten years from the date of its grant. In the absence of such determination, the Option shall be exercisable at any time or from time to time, in whole or in part. during a period of ten years from the date of its grant. (b) Effect of Disability. Death or 'termination of Employment. The Board shall determine the effect on an Option of the disability, death, retirement or other termination as a member of the Board of an optionee and during the period which, the optionee's estate, legal representative, on death may exercise rights thereunder. Any beneficiary on death shall be designated by the optionee, in the manner determined by the Board, to exercise the rights of the optionee in the case of the optionee's death. -2-

(c) Other Conditions. The Board may impose such other conditions with respect to the exercise of Options, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable. (d) Amendment of Options. The Board may amend, modify or terminate any outstanding Option, including substituting therefore another Option of the same or different type, changing the date of exercise or realization, provided that the optionee's consent to such action shall be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect the optionee, and provided further that, notwithstanding the foregoing, the Board may not either amend any outstanding Option to reduce the exercise price thereof or terminate an Option and substitute therefor another Option having a lower per share exercise price. 7. Non-transferability. No Option shall be transferable by the holder thereof other than by will or the laws of decent and distribution, and shall be exercisable during the holder's lifetime, only by the holder thereof; provided, however, that the Board may provide that an Option is transferable by the holder thereof and exercisable by persons other than the holder thereof upon such terms and conditions as the Board shall determine. 8. No Rights as a Shareholder. Subject to the provisions of the applicable Option, no optionee or any person claiming through an optionee shall have any rights as a shareholder with respect to any shares of stock to be distributed under the Plan until he or she becomes the holder thereof. 9. Amendment or Termination. The Board may amend or terminate the Plan at any time. 10. Stockholder Approval. The Plan is subject to approval by the stockholders of the Company by the affirmative vote of the holders of a majority of the shares of capital stock of the Company entitled to vote thereon and present or represented at a meeting duly held in accordance with the laws of the Commonwealth of Massachusetts, or by any other action that would be given the same effect under the laws of such jurisdiction, which action in either case shall be taken within twelve (12) months from the date the Plan was adopted by the Board. In the event such approval is not obtained, all Options granted under the Plan shall be void and without effect. 11. Governing Law. The provisions of the Plan shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. -3-

EXHIBIT 10.47 CHASE CORPORATION Non-Qualified Stock Option CHASE CORPORATION (the "Company"), a Massachusetts corporation, as an incentive and inducement to __________ (the "Optionee"), who is presently a director of the Company, to devote Optionee's best efforts to the affairs of the Company, which incentive and inducement the Company has determined to be sufficient consideration for the grant of this Option, hereby grants to the Optionee the right and option (the "Option") to purchase from the Company up to 15,000 shares of its Common Stock, $.10 par value (the "Stock"). This Option is granted under, and is subject to the provisions of, the Company's 2001 Non-Employee Director Stock Option Plan (the "Plan") and shall be exercisable only on the following terms and conditions: 1. The price to be paid for each share of Stock upon exercise of the whole or any part of this Option shall be $10.50 which is not less than 100% of the fair market value of a share of Stock of the Company on the date hereof. 2. This Option may be exercised, at any time after October 9, 2001, as to 5000 shares, at any time after October 9, 2002, as to 5000 additional shares, at any time after October 9, 2003, as to 5000 additional shares; provided, however, that this Option may not be exercised as to any shares after the expiration of ten years from the date hereof. 3. This Option may be exercised at any time and from time to time, subject to the limitation of section 2 above, up to the aggregate number of shares specified herein, but in no event for the purchase of other than full shares. Written notice of exercise shall be delivered to the Company specifying the number of shares with respect to which the Option is being exercised and a date not later than fifteen days after the date of the delivery of such notice as the date on which the Optionee will take up and pay for such shares. On the date specified in such notice, the Company will deliver to the Optionee a certificate for the number of shares with respect to which the Option is being exercised against payment therefor in cash, by certified check or in such other form, including shares of Stock of the Company valued at their fair market value on the date of delivery, as the Compensation Committee may at the time of exercise approve. 4. The Optionee shall not be deemed, for any purpose, to have any rights whatever in respect of shares to which the Option shall not have been exercised and payment made as aforesaid. 1

5. In the event the Compensation Committee in its discretion determines that any stock dividend, split-up, combination or reclassification of shares, recapitalization or other similar capital change affects the Stock such that adjustment is required in order to preserve the benefits or potential benefits of this Option, the maximum aggregate number and kind of shares or securities of the Company subject to this Option, and the exercise price of this Option, shall be appropriately adjusted by the Compensation Committee (whose determination shall be conclusive) so that the proportionate number of shares or other securities subject to this Option and the proportionate interest of the Optionee shall be maintained as before the occurrence of such event. 6. In the event of a consolidation or merger of the Company with another corporation, or the sale or exchange of all or substantially all of the assets of the Company, or a reorganization or liquidation of the Company, the Optionee shall be entitled to receive upon exercise and payment in accordance with the terms of the Option the same shares, securities or property as he would have been entitled to receive upon the occurrence of such event if he had been, immediately prior to such event, the holder of the number of shares of Stock purchasable under her Option; provided, however, that in lieu of the foregoing the Board of Directors of the Company (the "Board") may upon written notice to the Optionee provide that such Option shall terminate on a date not less than 20 days after the date of such notice unless theretofore exercised. In connection with such notice, the Board may in its discretion accelerate or waive any deferred exercise period. 7. This Option is not transferable by the Optionee otherwise than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, and is exercisable, during the Optionee's lifetime, only by her. 8. If the Optionee's status as a director of (i) the Company, or (ii) a corporation (or a parent or subsidiary corporation of such corporation) issuing or assuming a stock option is terminated for any reason other than by reason of death no further shares shall vest under section 2 hereof from and after the date of such termination. Upon the death of the Optionee, those entitled to do so by the Optionee's will or the laws of descent and distribution shall have the right, at any time within twelve months after the date of death, to exercise in whole or in part any rights which were available to the Optionee at the time of death. This Option shall terminate, and no rights hereunder may be exercised, after the expiration of the applicable exercise period. Notwithstanding the foregoing provisions of this Section 8, no rights under this Option may be exercised after the expiration of the ten years from the date of grant of this Option. 9. It shall be a condition to the Optionee's right to purchase shares hereunder that the Company may, in its discretion, require that in the opinion of counsel for the Company the proposed purchase shall be exempt from registration under the Securities Act of 1933, as amended, and the Optionee shall have made such undertakings and agreements with the Company as the Company may reasonably require, and that such other steps, if any, as counsel for the Company shall deem necessary to comply with any law, rule or regulation applicable to the issue of such shares by the Company shall have been taken by the Company or the Optionee, or both. The certificates representing the shares purchased under this Option may contain such 2

legends as counsel for the Company shall deem necessary to comply with the applicable law, rule or regulation. 10. The exercise of this Option is conditioned upon the payment, if the Company so requests, by the Optionee or Optionee's heirs by will or by the laws of descent and distribution or other permitted transferee, of all state and federal taxes imposed upon the exercise of this Option and the issue to the Optionee of the shares covered hereby. 11. This Option is issued pursuant to the terms of the Plan. This Option does not set forth all of the terms and conditions of the Plan, which are incorporated herein by reference. Copies of the Plan may be obtained upon written request without charge from the Company. IN WITNESS WHEREOF the Company has caused this Option to be executed on its behalf and its corporate seal to be hereunto affixed as of October 9, 2001. CHASE CORPORATION
By: /s/ Peter R. Chase ---------------------Title: President

3

EXHIBIT 10.48 MEMO Date: November 22, 2004 To: Chase Corporation--Corporate Files From: Kenneth L. Dumas Corporate Controller Chase Corporation Re: Executive Management Incentive Compensation Plan

The attached memo, dated February 26, 1993, represents the basis for the current Executive Management Incentive Compensation plan. This Management Incentive Plan was approved by the Company's Board of Directors in 1993 and continues to be the basis for calculating the annual incentive compensation for Chase Corporation's Executive Management, including the Company's President and Chief Executive Officer. This exhibit serves as the summary calculation for determining annual incentive compensation for Executive Management. Annual incentive compensation awarded to other members of Chase Corporation management is determined annually based on the discretion of the Company's President and Chief Executive Officer and the Compensation Committee of the Board of Directors.

February 26, 1993 TO: FROM: SUBJECT: Peter R. Chase--Chase Corporation Wilfred W. Carter MANAGEMENT INCENTIVE PLAN

The Compensation Committee with input from management, reviewed the Management Incentive Plan and presented its recommendation for a revised plan to the Board of Directors at their meeting on January 19, 1993. The board approved the following for you for the fiscal year ending August 31, 1993: 1. Compute a rolling three year average ('89, '91, & 92--did not use '90 to eliminate an abnormally high year) of the actual incentive operating profit applicable to this plan (excludes management incentive expense and post retirement charges). 2. Divide the three year average incentive operating profit of $2,033,000 into 25% segments of $508,000 each, for the fiscal year ending August 31, 1993. The segment amounts will change each year as the oldest year is dropped and the most recent year is added to compute the new rolling three year average. 3. The bonus will be determined entirely from consolidated corporate incentive profits. The bonus will be determined as a percentage of base pay as follows:
INCREMENTAL BONUS AS A % OF BASE PAY ----------0 5 10 15 70 CUMULATIVE BONUS AS A % OF BASE PAY ----------0 5 15 30 100

IF INCENTIVE PROFITS WERE: 0-- 25% 26-- 50% 51-- 75% 76--100% 100--175% of of of of of 3 3 3 3 3 yr yr yr yr yr ave. ave. ave. ave. ave.

Example Calculation: Chase Corporation--budgeted 1993 incentive operating profit $1,706,000 after adding back $115,000 for incentive expense and $266,000 for post retirement charges.

% OF BASE PAY -------Incentive Profit $1,706,000 1,525,000 ---------182,0000 15.0

182 = --508

35.8x 15.0%

Salary Bonus

5.4 --20.4 $176,400 -------$35,986

4. Extraordinary and unusual material non extraordinary items may be excluded from the operating profit in calculating the amount of the incentive. Evaluation will be made on an individual basis and determination as to inclusion in or exclusion from operating profit will be based on the facts and circumstances of each item. 5. The maximum bonus earnings is 100% of base salary, however, if bonus earnings reach the maximum in any plan year, consideration will be given to granting a supplementary award based on the merits of the participants contribution to the year's result. 6. The bonus reduction for an individual for any year will be exceed 2% of the previous years' bonus for each 1% reduction in the previous years' incentive operating profit. 7. The plan provides for consideration of a discretionary bonus when the bonus computed under the formula is minimal, there were extenuating circumstances which prevented the participant from earning a larger bonus, and the employee exhibited diligent and conscientious effort. While it is the intention of Chase Corporation to continue a management incentive plan, the Company does reserve the right to discontinue, amend, or modify the plan at any time. If you should have any questions regarding the plan, please contact me. Sincerely, Wilfred W. Carter Chairman & CEO

EXHIBIT 10.49 FIRST AMENDED AND RESTATED LOAN AGREEMENT THIS FIRST AMENDED AND RESTATED LOAN AGREEMENT ("this Agreement") dated as of October 31, 2001 by and between FLEET NATIONAL BANK (f/k/a BankBoston, N.A. and The First National Bank of Boston) (the "Bank") with its principal address at 100 Federal Street, Boston, Massachusetts 02110 (the 'Bank"); and CHASE CORPORATION, a Massachusetts corporation with its principal address at 26 Summer Street, Bridgewater, Massachusetts 02324-2626 (the "Borrower"). Certain capitalized terms used herein without definition are defined in Section 7.1 hereof. RECITALS, A. The Bank and the Borrower entered into a Loan and Security Agreement dated on or about April 11, 1991, as amended on February 26, 1993, January 14, 1994, May 24, 1994, February 22, 1995, July 25, 1995, January 12, 1996, September 11, 1996, February 24, 1998, June 30, 1998, January 26, 1999, February 24, 1999, May 26, 1999, February 29, 2000 and December 2000 (as amended, the "ORIGINAL AGREEMENT"), providing for revolving loans by the Bank to the Borrower in the aggregate maximum principal amount of $6,000,000 and for various teen loans by the Bank to the Borrower. Capitalized terms used herein without definition shall have the meanings assigned to them in the Loan Agreement. B. The Borrower desires to extend its revolving line of credit with the Bank and obtain an additional $4,000,000 in term loan financing from the Bank. C. The Borrower wishes to amend and restate the Original Agreement to evidence such extension, such additional term loan financing and certain related revisions of the terms thereof. D. The Bank is willing to provide such funds and to amend and restate the Original Agreement as contemplated above, all subject to the terms and conditions of this Agreement. NOW THEREFORE, the parties hereto, intending to be legally bound, and in consideration of the foregoing and the mutual covenants contained herein, hereby agree that the Original Agreement be, and it hereby is, amended and restated to read in its entirety (but retaining references to the foregoing Recitals) as follows: I. AMOUNTS AND TERMS 1.1. REFERENCES TO DOCUMENTS. Reference is made to (a) that certain $6,000,000 principal amount Amended and Restated Revolving Credit Note of even date herewith (the "Revolving Note"); (b) Term Note C, $310,500 of which is currently outstanding; (c) Term Note D, $1,300,000 of which is currently outstanding; (d) Term Note E, $850,000 of

which is currently outstanding and (e) that certain $4,000,000 face principal amount Term Note of even date herewith, being issued on the date hereof, and referred to herein as Term Note f, each of which promissory notes is made by the Borrower and payable to the order of the Bank. 1.2. THE BORROWING; REVOLVING NOTE. Subject to the terms and conditions hereinafter set forth, the Bank will make revolving credit loans ("Revolving Loans") to the Borrower, in such amounts as the Borrower may request, on any Business Day prior to the first to occur of (a) the Expiration Date or (b) the termination of the within-described revolving financing arrangements pursuant to Section 5.2 or Section 6.4; PROVIDED, however, that the aggregate principal amount of Revolving Loans outstanding shall at no time exceed the Available Commitment. Within such limit, and subject to the terms and conditions hereof, the Borrower may obtain Revolving Loans, repay Revolving Loans and obtain Revolving Loans again on one or more occasions. The Revolving Loans shall be evidenced by the Revolving Note. The Borrower hereby irrevocably authorizes the Bank to make or cause to be made, on a schedule attached to the Revolving Note or on the books of the Bank, at or following the time of making each Revolving Loan and of receiving any payment of principal, an appropriate notation reflecting such transaction and the then aggregate unpaid principal balance of the Revolving Loans. The amount so noted shall constitute presumptive evidence as to the amount owed by the Borrower with respect to principal of the Revolving Loans. Failure of the Bank to make any such notation shall not, however, affect any obligation of the Borrower or any right of the Bank hereunder or under the Revolving Note. 1.3. REPAYMENT; RENEWAL. (a) The Borrower shall repay in full all Revolving Loans and all interest thereon upon the first to occur of: (i) the Expiration Date or (ii) an acceleration under Section 5.2(a) following an Event of Default. (b) The Bank may, upon the written request of the Borrower, at the Bank's sole discretion, renew the financing arrangements described herein by extending the Expiration Date in a writing signed by the Bank and accepted by the Borrower. Neither the inclusion herein or elsewhere of covenants relating to periods of time after the Expiration Date, nor any other provision hereof, nor any action (except a written extension pursuant to the immediately preceding sentence), non-action or course of dealing on the part of the Bank will be deemed an extension of, or agreement on the part of the Bank to extend, the Expiration Date. 1.4. TERM LOANS; TERM NOTES. The Term Loan C, the Term Loan D and the Term Loan E are currently outstanding, as specified in Section 1.1. Subject to the terms and conditions hereinafter set forth, the Bank will make an additional term loan (the "Term Loan F") to the Borrower on the date of this Agreement in the principal amount of $4,000,000. Each Term Loan shall be evidenced by the applicable Term Note. The Borrower hereby irrevocably authorizes the Bank to make or cause to be made, on a schedule attached to the applicable Term Note or on the books of the Bank, at or following the time of receiving any payment of principal, an appropriate notation reflecting such transaction and the then aggregate unpaid -2-

principal balance of the applicable Term Loan. The amount so noted shall constitute PRIMA FACIE evidence as to the amount owed by the Borrower with respect to principal of such Term Loan. Failure of the Bank to make any such notation shall not, however, affect any obligation of the Borrower or any right of the Bank hereunder or under any Term Note. L5. PRINCIPAL REPAYMENT OF THE TERM LOANS. The Borrower shall repay principal of the respective Term Loans as follows: (a) In accordance with the terms of the Original Agreement, the remaining principal balance of Term Loan C shall be repaid in nine (9) equal quarterly installments of $34,500, the next such payment being due and payable on December 1, 2001 and the remaining payments being payable on each March 1, June 1, September 1 and December 1 thereafter, until paid in full, in accordance with the terms of Term Note C. (b) In accordance with the terms of the Original Agreement, the remaining principal balance of Term Loan D shall be repaid in eight (8) equal quarterly installments of $250,000, the next such payment being due and payable on November 1, 2001 and the remaining payments being payable on each February 1, May 1, August 1 and November 1 thereafter, until paid in full, in accordance with the terms of Term Note E. (c) In accordance with the terms of the Original Agreement, the remaining principal balance of Teen Loan E shall be repaid in seventeen (17) equal quarterly installments of $50,000, the next such payment being due and payable on January 1, 2002 and the remaining payments being payable on each April, July 1, October 1 and January 1 thereafter, until paid in full, in accordance with the terms of Term Note E. (d) The principal balance of Term Loan F shall be repaid in sixteen (16) equal quarterly installments of $250,000, on each January 1, April 1, July 1 and October 1 of each year, commencing on January 1, 2002, until paid in full, in accordance with the terms of Term Note F. 1.6. CERTAIN PREPAYMENTS OF LOANS. (a) The Borrower may prepay, at any time, without penalty or premium, the whole or any portion of any Floating Rate Loan; PROVIDED that, on the date of such prepayment, the Borrower pays all interest on the Loan (or portion thereof) so prepaid accrued to the date of such prepayment. (b) Subject to Section 1.11, the Borrower may prepay the whole or any portion of any Eurodollar Loan; PROVIDED that (i) the Borrower shall give the Bank not less than two (2) Business Days' prior written notice of its intent so to prepay, (ii) the Borrower shall pay all interest on each Eurodollar Loan (or portion thereof) so prepaid accrued to the date of such prepayment, (iii) any voluntary prepayment with respect to any Eurodollar Loan shall be in a principal amount which is $100,000 or an integral multiple of $100,000 (PROVIDED that, in any event, no Eurodollar Loan will remain outstanding in a principal amount of less than $250,000), and (iv) if the Borrower for any reason makes any prepayment of a Eurodollar -3-

Loan prior to the last day of the Interest Period applicable thereto, the Borrower shall forthwith pay all amounts owing to the Bank pursuant to the provisions of Section 1.11 with respect to such Eurodollar Loan. (c) If the principal amount of all Revolving Loans at any time outstanding exceeds the Available Commitment, then the Borrower will forthwith prepay so much of the Revolving Loans as may be required so that the principal amount of all Revolving Loans then outstanding will not exceed the Available Commitment. (d) Prepayments of principal of any Term Loan will be applied to installments of principal of such Term Loan thereafter coming due in the inverse order of normal maturity. Amounts repaid or prepaid with respect to any Term Loan are not available for reborrowing. 1.7. INTEREST RATE FOR LOANS. (a) Except as otherwise provided below, interest on the Loans will be payable at a fluctuating rate per annum (the "Floating Rate") which shall at all times be equal to the Alternate Base Rate as in effect from time to time, with a change in such rate of interest to become effective on each day when a change in the Alternate Base Rate is effective. (b) Subject to the conditions set forth herein, the Borrower may elect that any Revolving Loan to be made under Section 1.2 and/or any portion of the principal of any Term Loan will be a Eurodollar Loan. The rate of interest per annum payable on any portion of any Loan which is a Eurodollar Loan will be equal to the sum of (x) the Eurodollar Rate applicable thereto, PLUS (y) the Eurodollar Rate Increment, with a change in such rate of interest to become effective on each day when any change in the Reserve Percentage is effective. The rate of interest per annum payable on any portion of the Tenn Loan which is a Eurodollar Loan will be equal to the sum of (x) the Eurodollar Rate applicable thereto, PLUS (y) the Eurodollar Rate Increment, with a change in such rate of interest to become effective on each day when any change in the Reserve Percentage is effective. (c) The election by the Borrower of a Eurodollar Loan shall be made by giving to the Bank a written notice received by the Bank within the time period and containing the information described in the next following sentence (a "Eurodollar Borrowing Notice"). The Eurodollar Borrowing Notice must be received by the Bank no later than 12:00 Noon (Boston time) on that day which is two Business Days prior to the date of the proposed Eurodollar Loan, must state that a Eurodollar Loan is being requested, state the type of Loan (Revolving Loan or Term Loan) and state the amount of the Eurodollar Loan requested (which shall be $250,000 or an integral multiple of $100,000 in excess thereof), and must specify the length and the proposed commencement date of the relevant Interest Period. Notwithstanding anything provided elsewhere herein, the Borrower may not elect any Interest Period with respect to a Eurodollar Loan which is a Revolving Loan if such Interest Period would end after the Expiration Date. Any Eurodollar Borrowing Notice shall, upon receipt by the Bank, -4-

become irrevocable and binding on the Borrower, and the Borrower shall, upon demand and receipt of a Bank Certificate with respect thereto, forthwith jointly and severally indemnify the Bank against any loss or expense incurred by the Bank as a result of any failure by the Borrower to obtain or maintain any requested Eurodollar Loan, including, without limitation, any loss or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Bank to fund or maintain such Eurodollar Loan. (d) Each Eurodollar Loan shall be due and payable in full (if not required to be repaid earlier pursuant to the terms of this Agreement) on the last day of the Interest Period applicable thereto, The principal amount of each Eurodollar Loan so repaid may be reborrowed as a new Eurodollar Loan to the extent and on the terms and conditions contained herein by delivery to the Bank of a new Eurodollar Borrowing Notice conforming to the requirements set forth above in this Section 1.7 (and any Eurodollar Loan not repaid and not so reborrowed as a new Eurodollar Loan will be deemed to have been reborrowed as a Floating Rate Loan). Notwithstanding any other provision of this Agreement, the Bank need not make any Eurodollar Loan at any time when there exists any Default or Event of Default. (e) In any event, after the occurrence and during the continuance of any Event of Default, principal of any Loan and, to the extent permitted by law, overdue interest on any Loan shall bear interest at a rate per annum which at all times shall be equal to the sum of (i) four percent (4%) per annum PLUS (ii) the Prime Rate in effect from time to time, compounded monthly and payable on demand. All interest and fees payable under this Agreement and/or under any Note will be calculated on the basis of a 360-day year for the actual number of days elapsed. 1.8 INTEREST PAYMENTS ON ALL LOANS. The Borrower will pay interest in arrears on each applicable Interest Payment Date on the principal amount of all Loans outstanding from time to time, from the date hereof until payment of all Loans and Notes in full and the termination of this Agreement. In any event, interest on the Term Loan shall also be paid on the date of repayment of the Term Loan in full. 1.9 LETTERS OF CREDIT. (a) Subject to the execution and delivery by the Borrower of a letter of credit application and any other related documents on the Bank's customary forms in effect from time to time (collectively, the "Letter of Credit Documents") and in reliance upon the representations and warranties of the Borrower contained herein, the Bank agrees from time to time until the first to occur of (i) the Expiration Date or (ii) the termination of the withindescribed revolving financing arrangements pursuant to Section 5.2 or Section 6.4, to issue, extend and renew for the account of the Borrower one or more standby and documentary letters of credit (each individually, a "Letter of Credit"), in such form as may be requested from time to time by the Borrower and agreed to by the Bank. In the event and to the extent that any provision of any Letter of Credit Document shall be inconsistent with any provision of this Agreement, -5-

then the provisions of this Agreement shall govern. (b) (i) The obligation of the Bank to issue, extend or renew any Letter of Credit hereunder shall be subject to the conditions for Revolving Loans set forth in Section 1.15 and to the following additional conditions: (A) Such Letter of Credit shall provide for payment in U.S. Dollars and shall expire by its terms no later than the earlier to occur of (A) 30 days prior to the Expiration Date and (b) one year from the date of its issuance; (B) After giving effect to such issuance, extension or renewal, (1) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the Available Commitment and (2) the LC Exposure Amount shall not exceed $1,000,000; (C) The form and terms of each Letter of Credit and the related Letter of Credit Documents shall be acceptable to the Bank; and (D) Each Letter of Credit shall be issued to support obligations of the Borrower incurred in the ordinary course of its business. (ii) Whenever the Borrower desires to have a Letter of Credit issued, extended or renewed, the Borrower will furnish to the Bank a written application therefor which shall (A) be received by the Bank not less than three Business Days prior to the proposed date of issuance, extension or renewal and (B) specify (1) such proposed date (which must be a Business Day), (2) the expiration date of such Letter of Credit, (3) the name and address of the beneficiary of the Letter of Credit, (4) the amount of such Letter of Credit, and (5) the purpose and proposed form of such Letter of Credit. Each Letter of Credit shall be subject to the International Standby Practices (1998) and, to the extent not inconsistent therewith, the laws of The Commonwealth of Massachusetts. (c) In order to induce the Bank to issue, extend and renew each Letter of Credit, the Borrower hereby agrees to reimburse or pay to the Bank: (i) except as otherwise expressly provided in paragraph (ii) below, on the Business Day immediately following each date that any draft presented under such Letter of Credit is honored by the Bank or the Bank otherwise makes a payment with respect thereto, as indicated in the notice thereof from the Bank to the Borrower (A) the amount paid by the Bank under or with respect to such Letter of Credit, and (B) the amount of any taxes, fees, charges or other reasonable costs and expenses whatsoever incurred by the Bank in connection with any payment made by the Bank under or with respect to such Letter of Credit; and -6-

(ii) upon the termination of the Revolving Commitment, or the acceleration of Revolving Loans and the LC Draw Obligations in accordance with Section 5.2, an amount equal to the LC Exposure Amount, which amount shall be held by the Bank as cash collateral for all Letters of Credit and LC Draw Obligations. Interest shall accrue on any and all amounts remaining unpaid by the Borrower under this Section 1.9 from the date of any draw under a Letter of Credit until the Business Day immediately following such draw at the rate specified in Section 1.7(a) for principal on the Revolving Loans and, thereafter, until payment in full (whether before or after judgment) at the default rate set forth in Section 1.7(e), and shall be payable to the Bank on demand. (d) Except as otherwise provided herein, the Borrower may elect to satisfy any LC Draw Obligation arising under paragraph (c)(i) of this Section 1.9 by borrowing a Revolving Loan which is a Floating Rate Loan in the amount thereof and applying the proceeds thereto, provided that (i) all conditions to such Revolving Loan set forth in Section 1.15 shall have been satisfied in full and (ii) after giving effect to such Revolving Loan and the application of proceeds thereof, the Revolving Loans will not exceed the Available Commitment. (e) The Borrower assumes all risks in connection with the Letters of Credit. The Borrower's obligations under this Section 1.9 shall be absolute and unconditional under any and all circumstances and irrespective of the occurrence of any Default or any condition precedent whatsoever or any setoff, counterclaim or defense to payment which the Borrower may have or have had against the Bank or any beneficiary of a Letter of Credit. The Borrower also agrees that the Bank shall not be responsible for, and the Borrower's LC Draw Obligations shall not be affected by, among other things, (i) the validity, genuineness or enforceability of documents or of any endorsements thereon if believed by the Bank to be valid, genuine and enforceable, even if such documents should in fact prove to be in any or all respects invalid, insufficient (provided all such documents conform on their face), fraudulent or forged, or (ii) any dispute between or among the Borrower, any of its Subsidiaries, the beneficiary of any Letter of Credit or any financing institution or other party to which any Letter of Credit may be transferred or any claims or defenses whatsoever of the Borrower or any of its Subsidiaries against the beneficiary of any Letter of Credit or any such transferee. The Bank shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit unless caused by the gross negligence, willful misconduct or bad faith of the Bank. The Borrower agrees that any action taken or omitted to be taken by the Bank under or in connection with each Letter of Credit and the related drafts and documents, if done in good faith without gross negligence or willful misconduct, shall be binding upon the Borrower and shall not subject the Bank to any liability. (f) The Bank shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telecopy, telex or teletype message, statement, order or other document believed by -7-

it to be genuine and correct and to have been signed, sent or made by the proper Person and upon advice and statements of legal counsel, independent accountants and other experts selected by the Bank. (g) In order to induce the Bank to issue, extend and renew each Letter of Credit which is a standby letter of credit, the Borrower hereby agrees to pay to the Bank with respect to each such issuance, extension and renewal a fee (in each case, a "Letter of Credit Fee") on the stated amount of such Letter of Credit at a rate per annum equal to the Eurodollar. Rate Increment then in effect payable quarterly in arrears on the last day of each calendar quarter. In order to induce the Bank to issue or extend each Letter of Credit which is a documentary letter of credit, the Borrower hereby agrees to pay to the Bank with respect to each such issuance or extension the Bank's then standard fees for documentary letters of credit. In addition, the Borrower shall pay to the Bank any and all standard charges customarily made by the Bank in connection with such issuance, extension or renewal. 1.10. RATE DETERMINATION PROTECTION. In the event that: (a) the Bank shall determine that, by reason of circumstances affecting the London interbank market or otherwise, adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate which would otherwise be applicable during any Interest Period, or (b) the Bank shall determine that: (i) the making or continuation of any Eurodollar Loan has been made impracticable or unlawful by (A) the occurrence of any contingency that materially and adversely affects the London interbank market or (B) compliance by the Bank with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); or (ii) the Eurodollar Rate will not, in the reasonable determination of the Bank, adequately and fairly reflect the cost to the Bank of funding the Eurodollar Loans for such Interest Period, then the Bank shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower) to the Borrower. In such event the obligations of the Bank to make Eurodollar Loans shall be suspended until the Bank determines that the circumstances giving rise to such suspension no longer exist, whereupon the Bank shall notify the Borrower. 1.11. PREPAYMENT OF EURODOLLAR LOANS. The following provisions of this Section 1.11 shall -8-

be effective with respect to all Eurodollar Loans: If, due to acceleration of any Note or due to voluntary prepayment or mandatory repayment or prepayment or due to any other reason, the Bank receives payment of any principal of any Eurodollar Loan on any date prior to the last day of the relevant Interest Period or if for any reason any Eurodollar Loan is converted to a Floating Rate Loan prior to the expiration of the relevant Interest Period, the Borrower shall upon demand and receipt of a Bank Certificate from the Bank with respect thereto, pay forthwith to the Bank a yield maintenance fee in an amount computed as follows: The current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the last day of the Interest Period applicable to the affected Eurodollar Loan shall be subtracted from the "cost of funds" component (i.e., Eurodollar Rate) of the applicable interest rate in effect at the date of such prepayment or conversion. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the relevant Interest Period. Said amount shall be reduced to present value calculated by using the number of days remaining in the relevant Interest Period and by using the above-referenced United States Treasury securities rate as the discount rate. The resulting amount shall be the yield maintenance fee due to the Bank upon prepayment or conversion of the applicable Eurodollar Loan. Any acceleration of a Eurodollar Loan due to an Event of Default will give rise to a yield maintenance fee calculated with the respect to such Eurodollar Loan on the date of such acceleration in the same manner as though the Borrower had exercised a right of prepayment at that date, such yield maintenance fee being due and payable at that date. 1.12. INCREASED COSTS; CAPITAL ADEQUACY. (a) If the adoption or any change, after the date hereof, of any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall subject the Bank to any Imposition or other charge with respect to any Eurodollar Loan or the Bank's agreement to make Eurodollar Loans, or shall change the basis of taxation of payments to the Bank of the principal of or interest on any Eurodollar Loan or any other amounts due under this Agreement in respect of the Eurodollar Loans or the Bank's agreement to make Eurodollar Loans (except for changes in the rate of tax on the over-all net income of the Bank); or (ii) shall impose, modify or deem applicable any reserve, special deposit, deposit insurance or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding, with respect to any Eurodollar Loan, any such requirement already included in the applicable Reserve Rate) against assets of, deposits with or for the -9-

account of, or credit extended by, the Bank or shall impose on the Bank or on the London interbank market any other condition affecting any Eurodollar Loans and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by the Bank under this Agreement or under any Note with respect to any Eurodollar Loan by an amount deemed by the Bank to be material, then, upon demand by the Bank and receipt of a Bank Certificate from the Bank with respect thereto, the Borrower shall pay to the Bank such additional amount or amounts as the Bank certifies to be necessary to compensate the Bank for such increased cost or reduction in amount received or receivable from the Borrower in respect of such Eurodollar Loan. (b) If the Bank shall have determined that the adoption or any change, after the date hereof, of any applicable law, rule or regulation regarding capital requirements for banks or bank holding companies, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive of such entity regarding capital adequacy (whether or not having the force of law) has or would have the effect of reducing the return on the Bank's capital with respect to any Loan (whether or not then subject to any Eurodollar Rate) and/or with respect to the Bank's agreements hereunder to make Loans to a level below that which the Bank could have achieved (taking into consideration the Bank's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that the Bank's capital was then fully utilized) by any amount deemed by the Bank to be material: (i) the Bank shall promptly after its determination of such occurrence deliver a Bank Certificate with respect thereto to the Borrower; and (ii) the Borrower shall pay to the Bank as an additional fee from time to time on demand its allocable portion of such amount as the Bank certifies to be the amount that will compensate it for such reduction. The Bank shall allocate such cost increases among its customers in good faith and on an equitable basis. (c) A Bank Certificate of the Bank claiming compensation under this Section 1.12 shall be presumptive evidence in the absence of manifest error. The Bank shall not be entitled to compensation under this Section 1.12 attributable to any period prior to 90 days before the Bank delivers such Bank Certificate to the Borrower. Such certificate shall set forth, in reasonable detail, the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to the Bank hereunder and the method by which such amounts are determined. In determining any such amount, the Bank may use any reasonable averaging and attribution methods. (d) No failure on the part of the Bank to demand compensation on any one occasion shall constitute a waiver of its right to demand such compensation on any other occasion and no failure on the part of the Bank to deliver any Bank Certificate in a timely manner shall in any way reduce any obligation of the Borrower to the Bank under this Section 1.12. -10-

1.13. ILLEGALITY OR IMPOSSIBILITY. Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation or administration of any law or regulation applicable to the Bank or the Bank's activities in the London interbank market shall make it unlawful, or any central bank or other governmental authority having jurisdiction over the Bank or the Bank's activities in the London interbank market shall assert that it is unlawful, or otherwise make it impossible, for the Bank to perform its obligations hereunder to make Eurodollar Loans or to continue to fund or maintain Eurodollar Loans, then on notice thereof and demand therefor by the Bank to the Borrower, (i) the obligation of the Bank to fund Eurodollar Loans shall terminate and (ii) all affected Eurodollar Loans shall be deemed to have been converted into Floating Rate Loans on the last day of the then-current Interest Period or on the last day on which such Eurodollar Loans may legally remain outstanding (with the Borrower to be responsible for any amount payable under Section 1.10 as a consequence of such conversion). 1.14. ADVANCES AND PAYMENTS. (a) The proceeds of each Loan shall be credited by the Bank to a general deposit accounts maintained by the Borrower with the Bank. The proceeds of the Term Loan and the initial Revolving Loans will be used by the Borrower, solely as set forth on item 1.14 of the attached Disclosure Schedule. The proceeds of future Revolving Loans will be used solely for working capital, general corporate purposes and funding LC Draw Obligations. (b) The Bank shall notify the Borrower, in writing, as to the amounts of all payments of interest, principal and other sums when same are due by the Borrower, from time to time, under this Agreement and/or the Notes and the Borrower hereby authorizes the Bank to thereafter charge any general deposit account of the Borrower at the Bank with the amount of all payments of interest, principal and other sums when same are due by the Borrower. The Bank shall thereafter promptly thereafter notify the Borrower of the amount so charged. The failure of the Bank so to notify the Borrower, to charge any account or to give any such subsequent notice shall not affect the obligation of the Borrower to pay interest, principal or other sums as provided herein or in the Notes. (c) Whenever any payment to be made to the Bank hereunder or under any Note shall be stated to be due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day, and interest payable on each such date shall include the amount thereof which shall accrue during the period of such extension of time. All payments by the Borrower hereunder and/or in respect of any Note shall be made net of any impositions or taxes and without deduction, set-off or counterclaim, notwithstanding any claim which the Borrower may now or at any time hereafter have against the Bank. All payments of interest, principal and any other sum payable hereunder and/or under any Note shall be made to the Bank, in lawful money of the United States in immediately available funds, at its office at 100 Federal Street, Boston, MA 02110 or at such other address as the Bank may from time to time direct. All payments received by the Bank after 3:00 p.m. on any day shall be deemed -11-

received as of the next succeeding Business Day. All monies received by the Bank shall be applied in respect of the Loans specified by the Borrower and shall be applied first to fees, charges, costs and expenses payable to the Bank under this Agreement, the Notes and/or any of the other Loan Documents, next to interest then accrued on account of the applicable Loan and only thereafter to principal of the applicable Loan. (d) If the entire amount of any required payment of principal and/or interest on the Revolving Loans, the Term Loan or any LC Draw Obligation is not paid within ten (10) days after the same is due, the Borrower shall pay to the Bank a late fee equal to five percent (5%) of the required payment; provided, that this Section 1.14(d) shall not apply to any amount whose maturity shall have bee accelerated or to the principal balance of the Revolving Loans outstanding as of the Expiration Date. 1.15 CONDITIONS TO ADVANCE. Prior to the making of the Term Loan F and any Revolving Loans on the date hereof, the Borrower shall deliver to the Bank duly executed copies of this Agreement, the Term Note F and the documents and other items listed on the Closing Agenda delivered herewith by the Bank to the Borrower, all of which, as well as all legal matters incident to the transactions contemplated hereby, shall be satisfactory in form and substance to the Bank and its counsel. Without limiting the foregoing, any Loan (including the Term Loan F) and each Letter of Credit is subject to the further conditions precedent that on the date on which such Loan is made or Letter of Credit issued or renewed (and after giving effect thereto): (a) All statements, representations and warranties of the Borrower made herein shall continue to be correct in all material respects as of the date of such Loan or Letter of Credit, except those made as of a specific date or end of a period which were cor(r)ect as of such date or as of the end of such period. (b) All covenants and agreements of the Borrower contained herein and/or in any of the other Loan Documents shall have been complied with in all material respects on and as of the date of such Loan or Letter of Credit. (c) No Default or Event of Default shall have occurred and be continuing. (d) No material adverse change shall have occurred in the financial condition of the Borrower from that disclosed in the financial statements then most recently furnished to the Bank. Each request by the Borrower for any Loan or Letter of Credit, and each acceptance by the Borrower of the proceeds of any Loan or issuance of any Letter of Credit, as the case may be, will be deemed a representation and warranty by the Borrower that at the date of such Loan or Letter of Credit and after giving effect thereto all of the conditions set forth in -12-

the foregoing clauses (a)-(d) of this Section 1.15 will be satisfied. 1.16. REDUCTION OF REVOLVING COMMITMENT. The Borrower may, from time to time, at its option, subject to the terms and conditions set forth herein, by written notice to the Bank at least five (5) Business Days prior to the date of the requested reduction, reduce the Revolving Commitment by integral multiples of $500,000. Any such reduction shall be permanent and irrevocable. Simultaneously with any reduction of the Revolving Commitment, the Borrower shall pay to the Bank (i) Revolving Loans in the aggregate principal amount necessary to cause the outstanding principal amount of the Revolving Loans to be less than or equal to the Available Commitment and (ii) all amounts owing to the Bank pursuant to the provisions of Section 1.11 with respect to Eurodollar Loans so prepaid. II. REPRESENTATIONS AND WARRANTIES 2.1. REPRESENTATIONS AND WARRANTIES. In order to induce the Bank to enter into this Agreement and to make Loans and issue Letters of Credit hereunder, the Borrower warrants and represents to the Bank as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of The Commonwealth of Massachusetts. The' Borrower has full corporate power to own its property and conduct its business as now conducted and as proposed to be conducted and to enter into and perform this Agreement and the other Loan Documents. The Borrower is duly qualified to do business in each jurisdiction where the failure so to qualify could (singly or in the aggregate with all other such failures) have a Material Adverse Effect, all such jurisdictions being listed on item 2.1(a) of the attached Disclosure Schedule. At the date hereof, the Borrower has no Subsidiaries, except as shown on said item 2.1(a). At the date hereof, the Borrower is not a member of any partnership or joint venture, except as shown on said item 2.1(a). (b) The execution and delivery by the Borrower of this Agreement and each of the other Loan Documents and performance by the Borrower of its obligations thereunder have been duly authorized by all necessary corporate and other action and do not and will not: (i) violate any provision of, or require as a prerequisite to effectiveness any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower; (ii) violate any provision of the charter or by-laws of the Borrower, or result in a breach of or constitute a default or require any waiver or consent under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower is a party or by which the Borrower or any of its properties may be bound or affected or require any other consent of any Person; or -13-

(iii) result in, or require, the creation or imposition of any lien, security interest or other encumbrance (other than in favor of the Bank), upon or with respect to any of the properties now owned or hereafter acquired by the Borrower. (c) This Agreement and each of the other Loan Documents has been duly executed and delivered by the Borrower and each is a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms. (d) Except as described on item 2.1(d) of the attached Disclosure Schedule, there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any Subsidiary of the Borrower before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which could hinder or prevent the consummation of the transactions contemplated hereby or call into question the validity of this Agreement or any of the other Loan Documents or any action taken or to be taken in connection with the transactions contemplated hereby or thereby or which in any single case or in the aggregate could have a Material Adverse Effect. (e) The Borrower is not in violation of any term of its charter or by-laws as now in effect. Neither the Bor(r)ower nor any Subsidiary of the Borrower is in material violation of any term of any mortgage, indenture or judgment, decree or order, or any other material instrument, contract or agreement to which it is a party or by which any of its property is bound. (f) The Borrower has filed (and has caused each Subsidiary of the Borrower to file) all federal, foreign, state and local tax returns, reports and estimates required to be filed by the Borrower or any such Subsidiary. All such filed returns, reports and estimates are proper and accurate and the Borrower (or the Subsidiary concerned, as the case may be) has paid all taxes, assessments, impositions, fees and other governmental charges required to be paid in respect of the periods covered by such returns, reports or estimates. No deficiencies for any tax, assessment or governmental charge have been asserted or assessed, and the Borrower knows of no material tax liability or basis therefore. (g) The Borrower is in compliance in all material respects with (and each Subsidiary of the Borrower is in compliance with) all requirements of law, federal, foreign, state and local, and all requirements of all governmental bodies or agencies having jurisdiction over it, the conduct of its business, the use of its properties and assets, and all premises occupied by it, failure to comply with any of which could (singly or in the aggregate with all other such failures) have a Material Adverse Effect. Without limiting the foregoing, the Borrower has all the material franchises, licenses, leases, permits, certificates and authorizations needed for the conduct of its business and the use of its properties and all premises occupied by it, as now conducted, owned and used and as proposed to be conducted, owned and used. -14-

(h) The audited annual consolidated financial statements of the Borrower as at August 31, 2000 and for the fiscal year then ended and the interim consolidated financial statements of the Borrower as at May 30, 2001 and for the eight month period then ended, each heretofore delivered to the Bank, are complete and accurate and fairly present the financial condition of the Borrower as at the dates thereof and for the periods covered thereby, except that such interim statements do not have footnotes and thus do not present the information which would normally be contained in footnotes to financial statements and are subject to year-end adjustments The Borrower does not have any liability, contingent or otherwise, not disclosed in the aforesaid financial statements or in any notes thereto that could materially affect the financial condition of the Borrower. Since December 31, 2000, there has been no material adverse development in the business, condition or prospects of the Borrower, and the Borrower has not entered into any material transaction other than in the ordinary course. (i) The Borrower owns or has a valid right to use all of the patents, licenses, copyrights, trademarks, trade names, know-how, trade secrets and other intellectual property now being used or necessary to conduct its business. The conduct of the Borrower's business as now operated does not conflict with valid patents, copyrights, trademarks, trade names, know-how, trade secrets or other intellectual property of others in any manner that could materially adversely affect the business, prospects, assets or condition, financial or otherwise, of the Borrower. (j) The Borrower is not a party to any contract or agreement which now has or, as far as can be reasonably foreseen by the Borrower at the date hereof, will have a Material Adverse Effect. (k) III. AFFIRMATIVE COVENANTS AND REPORTING REQUIREMENTS Without limitation of any other covenants and agreements contained herein or elsewhere, the Borrower agrees that so long as the financing arrangements contemplated hereby are in effect or all or any Loan, any Letter of Credit or any of the other Obligations shall be outstanding: 3.1. LEGAL EXISTENCE; QUALIFICATION; COMPLIANCE. The Borrower will maintain (and will cause each Subsidiary of the Borrower to maintain) its corporate existence and good standing in the jurisdiction of its formation. The Borrower will qualify to do business and will remain qualified and in good standing (and the Borrower will cause each Subsidiary of the Borrower to qualify and remain qualified and in good standing) in each other jurisdiction where the failure so to qualify could (singly or in the aggregate with all other such failures) have a Material Adverse Effect. The Borrower will comply in all material respects with (and will cause each Subsidiary of the Borrower to comply with) its charter documents and by-laws. The Borrower will comply with (and will cause each Subsidiary of the Borrower to comply with) all applicable laws, rules and regulations (including, without limitation, ERISA and those relating to environmental protection) other than (a) laws, rules or regulations the -15-

validity or applicability of which the Borrower or such Subsidiary shall be contesting in good faith by proceedings which serve as a matter of law to stay the enforcement thereof and (b) those laws, rules and regulations the failure to comply with any of which could not (singly or in the aggregate) have a Material Adverse Effect. 3.2. MAINTENANCE OF PROPERTY; INSURANCE. Subject to Section 4.8, the Borrower will maintain and preserve (and will cause each Subsidiary of the Borrower to maintain and preserve) all of its properties in good working order and condition, making all necessary repairs thereto and replacements thereof. The Borrower will maintain (and will cause each of its Subsidiaries to maintain) insurance with respect to its property and business against such liabilities, casualties and contingencies and of such types and in such amounts as shall be reasonably satisfactory to the Bank from time to time and in any event all such insurance as may from time to time be customary for companies conducting a business similar to that of the Borrower in similar locales. 3.3. PAYMENT OF TAXES AND CHARGES. The Borrower will pay and discharge (and will cause each Subsidiary of the Borrower to pay and discharge) all taxes, assessments and governmental charges or levies imposed upon it or upon its income or property, including, without limitation, taxes, assessments, charges or levies relating to real and personal property, franchises, income, unemployment, old age benefits, withholding, or sales or use, prior to the date on which penalties would attach thereto, and all lawful claims (whether for any of the foregoing or otherwise) which, if unpaid, might give rise to a lien upon any property of the Borrower or any such Subsidiary, except any of the foregoing which is being contested in good faith and by appropriate proceedings which serve as a matter of law to stay the enforcement thereof and for which the Borrower has established and is maintaining adequate reserves. The Borrower will maintain in full force and effect, and comply with the terms and conditions of, all permits, permissions and licenses necessary or desirable for its business. 3.4. ACCOUNTS. The Borrower will maintain its principal depository and operating accounts with the Bank. 3.5. CONDUCT OF BUSINESS. The Borrower will conduct, in the ordinary course, the business in which it is presently engaged. The Borrower will not, without the prior written consent of the Bank, directly or indirectly (itself or through any Subsidiary) enter into any other lines of business, businesses or ventures which are not reasonably related to the business in which the Borrower is presently engaged. 3.6. REPORTING REQUIREMENTS. The Borrower will furnish to the Bank: (a) Within 90 days after the end of each fiscal year of the Borrower, a copy of the annual audit report for such fiscal year for the Borrower, including therein consolidated and consolidating balance sheets of the Borrower and Subsidiaries as at the end of such fiscal year and related consolidated and consolidating statements of income, stockholders' equity and cash flow for the fiscal year then ended. The annual consolidated financial statements shall be certified by independent public accountants selected by the Borrower and reasonably acceptable to the Bank (which acceptable accountants shall include Livingston & Haynes) -16-

such certification to be in such form as is generally recognized as "unqualified". The Borrower will also deliver to the Bank, within 90 days following the end of each fiscal year, an annual budget for the following year (including balance sheet and income statement projections) for the Borrower, prepared by the Borrower's management and approved by the Borrower's Board of Directors, such budget to be in such detail as is reasonably satisfactory to the Bank. (b) Within 45 days after the end of each fiscal quarter of the Borrower, consolidated and consolidating balance sheets of the Borrower and Subsidiaries and related consolidated and consolidating statements of income and cash flow, unaudited but prepared in accordance with generally accepted accounting principles consistently applied fairly presenting the financial condition of the Borrower and Subsidiaries as at the dates thereof and for the periods covered thereby (except that such quarterly statements need not contain notes to the financial statements) and certified as complete by the chief financial officer of the Borrower, such balance sheets to be as at the end of such fiscal quarter and such statements of income and cash flow to be for such fiscal quarter and for the fiscal year to date, in each case together with a comparison to the results for the corresponding fiscal period of the immediately prior fiscal year. (c) At the time of delivery of each annual or quarterly report or financial statement of the Borrower, a certificate executed by the chief financial officer of the Borrower stating that he or she has reviewed this Agreement and the other Loan Documents and has no knowledge of any Event of Default or, if he or she has such knowledge, specifying each such Event of Default and the nature thereof. Each such certificate given as at the end of any fiscal quarter of the Borrower will set forth the calculations necessary to evidence compliance with Sections 3 .7-3 .8. (d) As soon as possible and in any event within five days after the Borrower has actual knowledge of the occurrence of any Default or Event of Default, the statement of the Borrower setting forth details of each such Default or Event of Default and the action which the Borrower proposes to take with respect thereto. (e) Promptly after receipt, a copy of all audits or reports submitted to any Company by independent public accountants in connection with any annual, special or interim audit of the books and records of such Company prepared by such accountants and any "management letter" prepared by such accountants. (f) Promptly after the commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, to which the Borrower or any Subsidiary of the Borrower is a party. (g) Promptly upon request, such other information respecting the financial condition, operations and prospects of the Borrower or any Subsidiary as the Bank may from time to time reasonably request. -17-

3.7. TOTAL LIABILITIES TO TANGIBLE NET WORTH RATIO. The Borrower shall, at the end of each of the following fiscal quarters and for the fiscal quarter just ended, maintain a ratio of Total Liabilities to Tangible Net Worth not exceeding the following:
Fiscal Quarter Ending December 31, 2001 March 31, 2002 and thereafter Maximum Ratio 2.50:1.00 2.00:1.00

3.8. DEBT SERVICE COVERAGE RATIOS. (a) The Borrower shall maintain for each 12 month period ending on February 28 and August 31 of each fiscal year, on a rolling 12-month basis, a ratio of Earnings Before Interest and Taxes to Interest Expense of at least 3.00:1.00. (b) The Borrower shall maintain a ratio of Operating Cash Flow to Debt Service of at least 1.30:1.00 for the 12month period ending August 31, 2001 and the 3-month period ending November 1, 2001. (c) The Borrower shall maintain a ratio of Operating Cash Flow to Debt Service of at least 1.50:1.00 for each period of 3 months, 6 months, 9 months and 12 months in each fiscal year, on a rolling four-quarter basis, commencing with the 6-month period ending February 28, 2002. 3.9. BOOKS AND RECORDS; INSPECTIONS. The Borrower will maintain (and will cause each of its Subsidiaries to maintain) complete and accurate books, records and accounts which will at all times accurately and fairly reflect all of its transactions in accordance with generally accepted accounting principles consistently applied. The Borrower will, at any reasonable time and from time to time upon reasonable notice and during normal business hours (and without any necessity for notice following the occurrence of an Event of Default), permit the Bank, and any agents or representatives thereof, to examine and make copies of and take abstracts from the records and books of account of, and visit the properties of the Borrower and its Subsidiaries, and to discuss its affairs, finances and accounts with its officers, directors and/or independent accountants, all of whom are hereby authorized and directed to cooperate with the Bank in carrying out the intent of this Section 3.9. Each financial statement of the Borrower hereafter delivered pursuant to this Agreement will be complete and accurate and will fairly present the financial condition of the Borrower as at the date thereof and for the periods covered thereby; provided, as to interim statements, that footnotes and the information normally contained therein are not included and that such statements are subject to year-end adjustments. -18-

IV. NEGATIVE COVENANTS Without limitation of any other covenants and agreements contained herein or elsewhere, the Borrower agrees that so long as the financing arrangements contemplated hereby are in effect or any Loan, any Letter of Credit or any of the other Obligations shall be outstanding: 4.1. INDEBTEDNESS. The Borrower will not create, incur, assume or suffer to exist any Indebtedness (nor allow any of its Subsidiaries to create, incur, assume or suffer to exist any Indebtedness), except for: (a) Indebtedness owed to the Bank, including, without limitation, the Indebtedness represented by the Notes or arising out of any Letter of Credit; (b) Indebtedness of the Borrower or any Subsidiary for taxes, assessments and governmental charges or levies not yet due and payable; (c) unsecured current liabilities of the Borrower or any Subsidiary (other than for money borrowed or for purchase money Indebtedness with respect to fixed assets) incurred upon customary terms in the ordinary course of business; (d) purchase money Indebtedness (including, without limitation, Capital Lease Obligations) hereafter incurred to equipment vendors, equipment lessors and other Persons providing purchase money financing to the Borrower for new equipment purchased or leased by the Borrower after the date hereof for use in the Borrower's business; provided that the Indebtedness permitted under this clause (d) of this Section 4.1 will not exceed $500,000 in the aggregate outstanding at any one time; (e) other indebtedness (not described in any of clauses (a)-(d) above) existing at the date hereof, but only to the extent set forth on item 4.1 of the attached Disclosure Schedule; (f) any guaranties or other contingent liabilities expressly permitted pursuant to Section 4.3; and (g) any Synthetic Lease, so long as the Bank has previously approved the terms thereof in writing. 4.2. LIENS. The Borrower will not create, incur, assume or suffer to exist (nor allow any of its Subsidiaries to create, incur, assume or suffer to exist) any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any nature (collectively, "Liens"), upon or with respect to any of its property or assets, now owned or hereafter acquired (including, without limitation, any trustee process affecting any account of the Borrower with the Bank), except that the foregoing restrictions shall not apply to: -19-

(a) Liens for taxes, assessments or governmental charges or levies on property of the Borrower or any of its Subsidiaries if the same shall not at the time be delinquent or thereafter can be paid without interest or penalty or are being contested in good faith and by appropriate proceedings which serve as a matter of law to stay any enforcement thereof and as to which adequate reserves are maintained; (b) Liens imposed by law, such as carriers', warehousemen's and mechanics' liens and other similar Liens arising in the ordinary course of business for sums not yet due or which are being contested in good faith and by appropriate proceedings which serve as a matter of law to stay the enforcement thereof and as to which adequate reserves are maintained; (c) pledges or deposits under workmen's compensation laws, unemployment insurance, social security, retirement benefits or similar legislation; (d) Liens in favor of the Bank; (e) Liens in favor of equipment vendors, equipment lessors and other Persons securing any purchase money Indebtedness permitted by clause (d) of Section 4.1; provided that no such Lien will extend to any property of the Borrower other than the specific items of equipment financed; (f) rights of the licensee under any commercially reasonable license of technology or other intellectual property given by the Borrower to any of the Borrower's customers in the ordinary course of its business; (g) refinancings, renewals or extensions of any of the foregoing Liens; provided, however, that no such refinanced, renewed or extended Lien at any time will extend to any property of any property of any Borrower or any Subsidiary other than the specific assets previously subject to such Liens; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, do not in any case materially detract from the value of the property subject thereto or materially interfere in the ordinary conduct of the business of the Borrower or any of its Subsidiaries. (i) other Liens existing at the date hereof, but only to the extent and with the relative priorities set forth on item 4.2 of the attached Disclosure Schedule. 4.3. GUARANTIES. The Borrower will not, without the prior written consent of the Bank, assume, guarantee, endorse or otherwise become directly or contingently liable (including, without limitation, liable by way of agreement, contingent or otherwise, to purchase, to provide funds for payment, to supply funds to or otherwise invest in any debtor or otherwise to assure any creditor against loss) (and will not permit any of its Subsidiaries so to assume, guaranty or become directly or contingently liable) in connection with any indebtedness of any other Person, except (a) guaranties by endorsement for deposit or collection in the ordinary -20-

course of business, and (b) guaranties existing at the date hereof and described on item 4.3 of the attached Disclosure Schedule. 4.4. LOANS AND ADVANCES. The Borrower will not make (and will not permit any Subsidiary to make) any loans or advances to any Person, including, without limitation, the Borrower's directors, officers and employees, except (a) as described on item 4.4 of the attached Disclosure Schedule, (b) so long as no Default then exists, Affiliate Loans, (c) advances to such directors, officers or employees with respect to expenses incurred by them in the ordinary course of their duties and advances against salary, all of which loans and advances under this clause (c) will not exceed, in the aggregate, $100,000 outstanding at any one time, and (d) advances for security deposits. 4.5. SUBSIDIARIES; ACQUISITIONS. The Borrower will not, without the prior written consent of the Bank, make (and will not permit any Subsidiary to make) any acquisition of all or substantially all of the stock or other Equity Interests of any other Person or of all or substantially all of the assets of any other Person, other than any acquisition the purchase price for which does not exceed $1,000,000. The Borrower will not become a partner in any partnership or limited liability company. The Borrower will promptly inform the Bank if it forms any Subsidiaries after the date of this Agreement. 4.6. MERGER. The Borrower will not, without the prior written consent of the Bank, merge or consolidate with any Person, or sell, lease, transfer or otherwise dispose of (whether in one or more transactions) any material portion of its assets (including, without limitation, any material portion of its intellectual property), other than (a) in a sale of inventory in the ordinary course; and (b) licensing of any of its intellectual property in the ordinary course of Borrower's business to another Person on commercially reasonable terms. 4.7. AFFILIATE TRANSACTIONS. Except for transactions described on item 4.7 of the attached Disclosure Schedule, the Borrower will not, without the prior written consent of the Bank, enter into any transaction, including, without limitation, the purchase, sale or exchange of any property or the rendering of any service, with any Affiliate of the Borrower, except in the ordinary course and pursuant to the reasonable requirements of the Borrower's business and upon fair and reasonable terms no less favorable to the Borrower than would be obtained in a comparable arms'-length transaction with any Person not an Affiliate; provided that nothing in this Section 4.7 shall be deemed to restrict the payment of salary or other similar payments to any officer or director of the Borrower at a level consistent with the salary and other payments being paid at the date of this Agreement and heretofore disclosed in writing to the Bank, nor to prevent the hiring of additional officers at a salary level consistent with industry practice, nor to prevent reasonable periodic increases in salary or benefits. 4.8. CHANGE OF STRUCTURE, ETC. The Borrower will not change its corporate name or legal structure, nor will the Borrower change its fiscal year or materially change its methods of financial reporting unless, in each instance, prior written notice of such change is given to the Bank and prior to such change the Borrower enters into amendments to this Agreement in -21-

foam and substance reasonably satisfactory to the Bank in order to preserve unimpaired the rights of the Bank and the obligations of the Borrower hereunder. 4.9. HAZARDOUS WASTE. Except as provided below, the Borrower will not dispose of or suffer or permit to exist any hazardous material or oil on any site or vessel owned, occupied or operated by the Borrower or any Subsidiary of the Borrower, nor shall the Borrower store (or permit any Subsidiary to store) on any site or vessel owned, occupied or operated by the Borrower or any such Subsidiary, or transport or arrange the transport of, any hazardous material. or oil (the terms "hazardous material", "oil", "site" and "vessel", respectively, being used herein with the meanings given those terms in Mass. Gen. Laws, Ch. 21E or any comparable terms in any comparable statute in effect in any other relevant jurisdiction). The Borrower shall provide the Bank with written notice of (i) the intended storage or transport of any hazardous material or oil by the Borrower or any Subsidiary of the Borrower, (ii) any potential or known release or threat of release of any hazardous material or oil at or from any site or vessel owned, occupied or operated by the Borrower or any Subsidiary of the Borrower, and (iii) any incurrence of any expense or loss by any government or governmental authority in connection with the assessment, containment or removal of any hazardous material or oil for which expense or loss the Borrower or any Subsidiary of the Borrower may be liable. Notwithstanding the foregoing, the Borrower and its Subsidiaries may use, store and transport, and need not notify the Bank of the use, storage or transportation of, (x) oil in reasonable quantities, as fuel for heating of their respective facilities or for vehicles or machinery used in the ordinary course of their respective businesses and (y) hazardous materials that are solvents, cleaning agents or other materials used in the ordinary course of the respective business operations of the Borrower and its Subsidiaries in reasonable quantities, as long as in any case the Borrower or the Subsidiary concerned (as the case may be) has obtained and maintains in effect any necessary governmental permits, licenses and approvals, complies with all requirements of applicable federal, state and local law relating to such use, storage or transportation, follows the protective and safety procedures that a prudent businessperson conducting a business the same as or similar to that of the Borrower or such Subsidiary (as the case may be) would follow, and disposes of such materials (not consumed in the ordinary course) only through licensed providers of hazardous waste removal services. 4.10. NO MARGIN STOCK. No proceeds of any Loan shall be used directly or indirectly to purchase or carry any margin security. 4.11 NEGATIVE PLEDGES. The Borrower will not enter into (and will not permit any of its Subsidiaries to enter into) any agreement, amendment or arrangement (excluding this Agreement or any other Loan Document) prohibiting or restricting (a) such Person from amending or otherwise modifying this Agreement or any other Loan Document, (b) the creation or assumption of any Liens upon its properties, revenues or assets, whether now owned or hereafter acquired or (c) the ability of any such Person to make any payment or distribution, directly or indirectly, to the Borrower. -22-

V. DEFAULT AND REMEDIES 5.1. EVENTS OF DEFAULT. The occurrence of any one of the following events shall constitute an Event of Default hereunder: (a) The Borrower shall (i) fail to make any payment of interest on any Note within five (5) days of the date when due or (ii) fail to make any payment of principal of any Note or any LC Draw Obligation on or before the date when due; or (b) Any representation or warranty of the Borrower contained herein shall at any time prove to have been incorrect in any material respect when made or any representation or warranty made by the Borrower in connection with any Loan or Letter of Credit shall at any time prove to have been incorrect in any material respect when made; or (c) The Borrower shall default in the performance or observance of any agreement or obligation under Sections 3.1, 3.6, 3.7, 3.8 and 3.9 or any provision of Article IV; or (d) The Borrower shall default in the performance of any other term, covenant or agreement contained in this Agreement and such default shall continue unremedied for 30 days after written notice thereof shall have been given to the Borrower; or (e) Any default on the part of the Borrower or any Subsidiary of the Borrower shall exist, and shall remain unwaived or uncured beyond the expiration of any applicable notice and/or grace period, under any other contract, agreement or undertaking now existing or hereafter entered into with or for the benefit of the Bank (or any affiliate of the Bank); or (f) Any other Indebtedness of the Borrower or any Subsidiary of the Borrower for borrowed money or representing the deferred purchase price of the property in excess of $500,000 in aggregate principal amount or with respect to any instrument evidencing, guaranteeing, securing or otherwise relating to any such Indebtedness shall have been declared to be due and payable prior to its stated maturity or shall not have been paid at the stated maturity thereof; or (g) The Borrower shall be dissolved, or the Borrower or any Subsidiary of the Borrower shall become insolvent or bankrupt or shall cease paying its debts as they mature or shall make an assignment for the benefit of creditors, or a trustee, receiver or liquidator shall be appointed for the Borrower or any Subsidiary of the Borrower or for a substantial part of the property of the Borrower or any such Subsidiary, or bankruptcy, reorganization, arrangement, insolvency or similar proceedings shall be instituted by or against the Borrower or any such Subsidiary under the laws of any jurisdiction (except for an involuntary proceeding filed against the Borrower or any Subsidiary of the Borrower which is dismissed within 90 days following the institution thereof); or -23-

(h) Any execution or similar process shall be issued or levied against any material part of the property of the Borrower or any Subsidiary and such execution or similar process shall not be paid, stayed, released, vacated or fully bonded within 10 days after its issue or levy; or (i) Any final uninsured judgment in excess of $500,000 shall be entered against the Borrower or any Subsidiary of the Borrower by any court of competent jurisdiction and shall remain unpaid, unbonded or unstayed for a period of 60 days; or (j) The Borrower or any Subsidiary of the Borrower shall fail to meet its minimum funding requirements under ERISA with respect to any employee benefit plan (or other class of benefit which the PBGC has elected to insure) or any such plan shall be the subject of termination proceedings (whether voluntary or involuntary) and there shall result from such termination proceedings a liability of the Borrower or any Subsidiary of the Borrower to the PBGC which, in each case, in the reasonable opinion of the Bank may have a material adverse effect upon the financial condition of the Borrower or any such Subsidiary; or (k) Any Loan Document shall for any reason (other than due to payment in full of all amounts evidenced thereby or due to discharge in writing by the Bank) not remain in full force and effect; or (1) Any Subsidiary of the Borrower shall cease to be a direct or indirect wholly-owned Subsidiary. 5.2. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default, in addition to any other rights and remedies available to the Bank hereunder or otherwise, the Bank may exercise any one or more of the following rights and remedies (all of which shall be cumulative): (a) Declare the entire unpaid principal amount of the Notes then outstanding, all interest accrued and unpaid thereon, any LC Draw Obligations and all other amounts payable under this Agreement, and all other Indebtedness of the Borrower to the Bank, to be forthwith due and payable, whereupon the same shall become forthwith due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower. (b) Terminate the arrangements for Revolving Loans and Letters of Credit provided for by this Agreement. (c) Exercise all rights and remedies hereunder, under the Notes and under each and any other agreement with the Bank; and exercise all other rights and remedies which the Bank may have under applicable law. 5.3. SET-OFF. Borrower hereby grants to Bank, a continuing lien, security interest and -24-

right of setoff as security for all liabilities and obligations to Bank, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Bank or any entity under the control of FleetBoston Financial Corporation and its successors and assigns or in transit to any of them. At any time, without demand or notice (any such notice being expressly waived by Borrower), Bank may setoff the same or any part thereof and apply the same to any liability or obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral securing the Revolving Loans. ANY AND ALL RIGHTS TO REQUIRE THE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES ANY OF THE OBLIGATIONS PRIOR TO THE EXERCISE BY THE BANK OF ITS RIGHT OF SET-OFF UNDER THIS SECTION ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. 5.4. LETTERS OF CREDIT. Without limitation of any other right or remedy of the Bank, (i) if an Event of Default shall have occurred and the Bank shall have accelerated the Loans or (ii) if this Agreement and/or the revolving financing arrangements described herein shall have expired or shall have been earlier terminated by either the Bank or the Borrower for any reason, the Borrower will forthwith deposit with the Bank in cash a sum equal to 110% of the total of all then undrawn amounts of all outstanding letters of credit issued by the Bank for the account of the Borrower, such sum to be pledged to secure the Borrower's reimbursement obligations. VI. MISCELLANEOUS 6.1. COSTS AND EXPENSES. The Borrower agrees to pay, on demand, all costs and expenses (including, without limitation, reasonable legal fees) of the Bank in connection with the preparation, execution and delivery of this Agreement, the Notes, any Letter of Credit Documents and all other instruments and documents to be delivered in connection with any Loan and any amendments or modifications of any of the foregoing, as well as the costs and expenses (including, without limitation, the reasonable fees and expenses of legal counsel) incurred by the Bank in connection with preserving, enforcing or exercising, upon default, any rights or remedies under this Agreement, the Notes, any Letter of Credit Documents and all other instruments and documents delivered or to be delivered hereunder or in connection herewith, all whether or not legal action is instituted. In addition, the Borrower shall be obligated to pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, the Notes, any Letter of Credit Documents and all other instruments and documents to be delivered in connection with any Obligation. Any fees, expenses or other charges which the Bank is entitled to receive from the Borrower under this Section shall bear interest from the date of any demand therefore until the date when paid at a rate per annum equal to the sum of (i) four (4%) percent per annum PLUS (ii) the Prime Rate (but in no event in excess of the maximum rate permitted by then applicable law).

6.2. OTHER AGREEMENTS. The provisions of this Agreement are not in derogation or limitation of any obligations, liabilities or duties of the Borrower under any of the other Loan Documents or any other agreement with or for the benefit of the Bank. No inconsistency in default provisions between this Agreement and any of the other Loan Documents or any such other agreement will be deemed to create any additional grace period or otherwise derogate from the express terms of each such default provision. Any inconsistencies between the provisions of this Agreement and of any other Loan Document, including any Note, shall be governed by reference to the provisions of this Agreement. No covenant, agreement or obligation of the Borrower contained herein, nor any right or remedy of the Bank contained herein, shall in any respect be limited by or be deemed in limitation of any inconsistent or additional provisions contained in any of the other Loan Documents or any such other agreement. 6.3. ADDRESSES FOR NOTICES, ETC. All notices, requests, demands and other communications provided for hereunder shall be in writing and shall be mailed or delivered to the applicable party at the address indicated below: If to the Borrower: Chase Corporation 26 Summer Street Bridgewater, Massachusetts 02324-2626 Attention: Everett Chadwick, Jr., Treasurer and Chief Financial Officer If to the Bank: Fleet National Bank Mail Code: MA DE 10007D 100 Federal Street Boston, Massachusetts 02110 Attention: Mark D. Miller, Vice President or, as to each of the foregoing, at such other address as shall be designated by such Person in a written notice to the other party complying as to delivery with the terms of this Section. All such notices, requests, demands and other communications shall be deemed delivered on the earlier of (i) the date received or (ii) the date of delivery, refusal or non-delivery indicated on the return receipt if deposited in the United States mails, sent postage prepaid, certified or registered mail, return receipt requested, addressed as aforesaid. If any such notice, request, demand or other communication is hand-delivered, same shall be effective upon receipted delivery. 6.4. BINDING EFFECT; ASSIGNMENT; TERMINATION. (a) This Agreement shall be binding upon the Borrower and the Bank and their successors and assigns and shall inure to the benefit of the Borrower and the Bank and their respective permitted successors and assigns. -25-

(b) The Borrower may not assign this Agreement or any rights hereunder without the express written consent of the Bank. The Bank may, in accordance with applicable law, from time to time assign or grant participations in this Agreement, the Loans and/or the Notes and/or any Letter of Credit. Without limitation of the foregoing generality, (i) The Bank may at any time pledge all or any portion of its rights under the Loan Documents (including any portion of the Revolving Note) to any of the 12 Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or the enforcement thereof shall release the Bank from its obligations under any of the Loan Documents. (ii) The Bank shall have the unrestricted right at any time or from time to time, and without the consent of or notice to the Borrower, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each, an "Assignee"), and the Borrower agrees that at no cost to itself it shall execute, or cause to be executed, such documents, including, without limitation, amendments to any documents, instruments and agreements executed in connection herewith, as the Bank shall reasonably deem necessary to effect the foregoing. In addition, at the request of the Bank and any such Assignee, the Borrower at no cost to itself shall issue one or more new promissory notes, as applicable, to any such Assignee and, if the Bank has retained any of its rights and obligations hereunder following such assignment, to the Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by the Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and the Bank after giving effect to such assignment. Upon the execution and delivery o f appropriate assignment documentation, amendments and any other documentation required by the Bank in connection with such assignment, and the payment by the Assignee of the purchase price agreed to by the Bank and such Assignee, such Assignee shall be a party to this Agreement and shall have all of the rights and obligations of the Bank hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by the Bank pursuant to the assignment documentation between the Bank and such Assignee, and the Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (iii) The Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to the Borrower, to grant to one or more banks or other financial institutions (each, a "Participant") participating interests in the Bank's obligation to lend hereunder and/or any or all of the Loans held by the Bank hereunder. In the event of any such grant by the Bank of a participating interest to a Participant, whether or not upon notice to the Borrower, the Bank shall remain responsible for the performance of its obligations hereunder and the Borrower shall continue to deal solely and directly with the Bank in connection with the Bank's rights and obligations hereunder. The Bank may furnish any information concerning the Borrower in its possession from time to time to prospective Assignees and Participants; -26-

provided that the Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information to the same extent as the Bank would be required to maintain such confidentiality. (c) The Borrower may terminate this Agreement and the financing arrangements made herein by giving written notice of such termination to the Bank; PROVIDED that no such termination will release or waive any of the Bank's rights or remedies or any of the Borrower's obligations under this Agreement or any of the other Loan Documents unless and until the Borrower has paid in full the Loans and the LC Exposure Amount and all interest thereon and all fees and charges payable in connection therewith. 6.5. CONSENT TO JURISDICTION. The Borrower irrevocably submits to the non-exclusive jurisdiction of any Massachusetts court or any federal court sitting within The Commonwealth of Massachusetts over any suit, action or proceeding arising out of or relating to this Agreement and/or any Note and/or any Letter of Credit. The Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. The Borrower agrees that final judgment in any such suit, action or proceeding brought in such a court shall be enforced in any court of proper jurisdiction by a suit upon such judgment, provided that service of process in such action, suit or proceeding shall have been effected upon the Borrower in one of the manners specified in the following paragraph of this Section 6.5 or as otherwise permitted by law. 6.6. SEVERABILITY. In the event that any provision of this Agreement or the application thereof to any Person, property or circumstances shall be held to any extent to be invalid or unenforceable, the remainder of this Agreement, and the application of such provision to Persons, properties or circumstances other than those as to which it has been held invalid and unenforceable, shall not be affected thereby, and each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. 6.7. GOVERNING LAW. This Agreement, the Notes shall be governed by, and construed and enforced in accordance with, the laws of The Commonwealth of Massachusetts. 6.8. REPLACEMENT NOTE. Upon receipt of an affidavit of an officer of the Bank as to the loss, theft, destruction or mutilation of any Note or of any other Loan Document which is not of public record and, in the case of any such mutilation, upon surrender and cancellation of such Note or other Loan Document, the Borrower will issue, in lieu thereof, a replacement Note or other Loan Document in the same principal amount (as to any Note) and in any event of like tenor. 6.9. USURY. All agreements between the Borrower and the Bank are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the Notes or otherwise, shall the amount paid or agreed to be paid to the Bank for the use or the forbearance of the Indebtedness represented by the Notes exceed the maximum -27-

permissible under applicable law. In this regard, it is expressly agreed that it is the intent of the Borrower and the Bank, in the execution, delivery and acceptance of the Notes, to contract in strict compliance with the laws of The Commonwealth of Massachusetts. If, under any circumstances whatsoever, performance or fulfillment of any provision of any Note or any of the other Loan Documents at the time such provision is to be performed or fulfilled shall involve exceeding the limit of validity prescribed by applicable law, then the obligation so to be performed or fulfilled shall be reduced automatically to the limits of such validity, and if under any circumstances whatsoever the Bank should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced by such Note and not to the payment of interest. The provisions of this 0.9 shall control every other provision of this Agreement and of the Notes. 6.10. WAIVER OF JURY TRIAL. THE BORROWER AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY MUTUALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE REVOLVING NOTE OR ANY OTHER LOAN DOCUMENTS OR OUT OF ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE BANK TO ENTER INTO THIS AGREEMENT AND TO MAKE LOANS AS CONTEMPLATED HEREIN. 6.11 INTEGRATION. This Agreement is intended by the parties as the final, complete and exclusive statement of the transactions evidenced hereby. All prior or contemporaneous promises, agreements and understandings, whether oral or written, are deemed to be superceded by this Agreement, and no party is relying on any promise, agreement or understanding not set forth in this Agreement. This Agreement may not be amended or modified except by a written instrument describing such amendment or modification executed by the Borrower and the Bank. VII. DEFINED TERMS 7.1. DEFINITIONS. In addition to terms defined elsewhere in this Agreement, as used herein, the following terms have the following respective meanings: "Acquisition" - any acquisition of all or substantially all of the assets or over 80% of the equity interests of any Person or any division thereof. "Affiliate" - Any Person which, directly or indirectly, controls or is controlled by or is under common control with the Borrower; any officer or director of the Borrower; ANY Person owning of record or beneficially, directly or indirectly, 5% or more of any class of capital stock of the Borrower or 5% or more of any class of capital stock or other equity interest having voting power (under ordinary circumstances) of any of the other Persons described above; and any member of the immediate family of any of the foregoing. -28-

"Alternate Base Rate" - The greater of (A) (i) the sum of one-half of one percent (0.50%) per annum, PLUS (ii) the Federal Funds Effective Rate or (B) the Prime Rate as in effect from time to time. "Available Commitment" - The (a) Revolving Commitment, MINUS (b) the LC Exposure Amount MINUS (c) the aggregate outstanding principal balance of the Term Loans. "Bank Certificate" - A certificate signed by an officer of the Bank setting forth any additional amount required to be paid by the Borrower to the Bank pursuant to Section 1.4, Section 1.7 or Section 1.8 of this Agreement, which certificate shall be submitted by the Bank to the Borrower in connection with each demand made at any time by the Bank upon the Borrower with respect to any such additional amount, and each such certificate shall, save for manifest error, constitute presumptive evidence of the additional amount required to be paid by the Borrower to the Bank upon each demand. A claim by the Bank for all or any part of any additional amount required to be paid by the Borrower may be made before and/or after the end of the period to which such claim relates or during which such claim has arisen and before and/or after any payment hereunder to which such claim relates. Each Bank Certificate shall set forth in reasonable detail the basis for and the calculation of the claim to which it relates. "Business Day" - Any day which is not a Saturday, nor a Sunday nor another day on which banks in Boston, Massachusetts are authorized or directed to close; PROVIDED, however, that if the applicable provision relates to a Eurodollar Loan, then the teini "Business Day" shall not include any day on which dealings are not carried on in the London interbank market or on which banks are not open for business in London. "Capital Expenditures" - As to any Person for any period, the sum of all amounts which would, in accordance with GAAP, be included as additions to property, plant and equipment and other Capital Expenditures for such period, including, without limitation, amounts with respect to capitalized leases. "Capital Lease Obligations" - As to any Person, the obligations of such Person or any of its Subsidiaries to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP. For purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. "CERCLA" - The Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601 ET SEQ., as amended by the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499, 100 Stat. 1613. "Collateral" - All property now or hereafter owned by the Borrower or in which the Borrower now or hereafter has any interest which is described as "Collateral" in the Security Agreement. -29-

"Debt Service" - For any period, the aggregate amount of principal and premium, if any, and interest and fees paid or required to be paid during such period in respect of all indebtedness for borrowed money of the Borrower and its Subsidiaries. "Default" - Any event or circumstance which, with the passage of time or the giving of notice or both, could become an Event of Default. "Earnings Before Interest and Taxes" - For any period, Net Income for such period PLUS taxes in respect of income and profits paid or accrued by the Borrower and its Subsidiaries during such period and Interest Expense to the extent deducted in calculating Net Income for such period. "Equity Interests" - any and all shares, interests, participations or other equivalents (however designated) of capital stock, partnership interests, member interests and any and all equivalent ownership interests in a Person, and any and all warrants, rights or options to purchase any of the foregoing, other than equity interests or warrants, right or options issued in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement. "ERISA" - The Employee Retirement Income Security Act of 1974, as amended. "Eurodollar Loan" - All or any portion of a Loan which bears interest at a rate based on the Eurodollar Rate. "Eurodollar Rate" - For any Interest Period with respect to a Eurodollar Loan, the rate of interest equal to (a) the arithmetic mean of the rates per annum for the Bank (rounded upwards to the nearest 1/16 of one percent) of the rate at which the Bank's Eurodollar Lending Office is offered Dollar deposits two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where the eurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for the delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of the Bank to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate. "Eurodollar Rate Increment" - One and one-half percent (1.50%). "Eurodollar Reserve Rate" - For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is defined in Regulation D), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically. "Event of Default" - As defined in Section 5.1. -30-

"Expiration Date" - March 1, 2004, unless extended by the Bank which extension may be given or withheld by the bank in its sole discretion. "Federal Funds Effective Rate" -- For any day, a fluctuating interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Bank from three Federal funds brokers of recognized standing selected by the Bank. "Floating Rate" - As defined in Section 1.4. "Floating Rate Loan" - All or any portion of any Revolving Loan which bears interest at a rate calculated with reference to the Alternate Base Rate. "GAAP" - generally accepted accounting principles in the United States as in effect from time to time consistently applied, except that for purposes of Section 7.1, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements delivered pursuant to Section 4.1(b). "Governmental Authority" - any nation or government, or any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory BODY, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization. "Impositions" - All present and future taxes, levies, duties, impositions, deductions, charges and withholdings applicable to the Bank with respect to any Eurodollar Loan, excluding, however, any taxes imposed directly on the Bank's income and any franchise taxes imposed on it by the jurisdiction under the laws of which the Bank is organized or any political subdivision thereof or where the Bank does business. "Indebtedness" - All obligations of a Person, whether current or long-term, senior or subordinated, which in accordance with GAAP would be included as liabilities upon such Person's balance sheet at the date as of which Indebtedness, is to be determined, and shall also include guaranties, endorsements (other than for collection in the ordinary course of business) or other arrangements whereby responsibility is assumed for the obligations of others, whether by agreement to purchase or otherwise acquire the obligations or others, including any agreement, contingent or otherwise, to furnish funds through the purchase of goods, supplies or services for the purpose of payment of the obligations of others. "Interest Expense" - For any period, the aggregate amount of interest paid or required to be paid during such period in respect of all indebtedness of the Borrower and its Subsidiaries (including imputed interest on Capital Lease Obligations) and amortized debt -31-

discount for such period. "Interest Payment Date" - (a) As to any Floating Rate Loan, the first Business Day of each month to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (d) as to any Loan, the date of any repayment or prepayment made in respect thereof. "Interest Period" - as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two or three months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Borrower by irrevocable notice to the Bank not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following (i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day; (ii) the Borrower may not select an Interest Period (A) under the Revolving Commitment that would extend beyond the Expiration Date or (B) with respect to any Term Loan, that would extend beyond the date final payment is due on such Term Loan, as applicable; (iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and (iv) the Borrower shall select Interest Periods so as not to require a payment or prepayment of any Eurodollar Loan during an Interest Period for such Loan. "Interest Rate Protection Agreement" -- Any interest rate swap agreement or other financial agreement or arrangement designed to protect the Borrower against fluctuations in interest rate. "LC Draw Obligation" - The Borrower's obligation to reimburse the Bank on account of any drawing under any Letter of Credit as provided in Section 1.6(c). -32-

"LC Exposure Amount" - At any time, the sum of (i) the aggregate undrawn stated amount of all Letters of Credit outstanding at such time, PLUS (ii) the aggregate amount of all drawings under Letters of Credit for which the Bank shall not have received reimbursement by the Borrower as provided in Section 1.6(c). "Loan Documents" - Each of this Agreement, the Revolving Note, the Term Notes and each other instrument, document or agreement evidencing, securing, guaranteeing or relating in any way to any of the Loans, all whether now existing or hereafter arising or entered into. "Loans"- Collectively, the Revolving Loans and the Term Loans "London" - The City of London in England. "Material Adverse Effect" - a material adverse effect on (a) the business, property, operations or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, (b) the ability of any Company to perform its obligations under the Loan Documents to which it is a party, or (c) the validity or enforceability of this Agreement, the Notes, the Guarantee, or, taken as a whole, the other Loan Documents, or the rights or remedies of the Administrative Agent or the Lenders under this Agreement, the Note or, taken as whole, the other Loan Documents. "Net Income" (or "Net Loss") - The book net income (or book net loss, as the case may be) of a Person for any period, after all taxes actually paid or accrued and all expenses and other charges determined in accordance with generally accepted accounting principles consistently applied. "Notes"-Collectively, the Revolving Note and the Term Notes. "Obligations" - All Indebtedness, covenants, agreements, liabilities and obligations, now existing or hereafter arising, made by the Borrower with or for the benefit of the Bank or owed by the Borrower to the Bank in any capacity. "Operating Cash Flow" - For any period, Earnings Before Interest and Taxes PLUS depreciation and amortization for such period, MINUS unfinanced Capital Expenditures, dividends and deferred compensation paid or incurred during such period. "Original Agreement" - See the Recitals. "PBGC" - The Pension Benefit Guaranty Corporation or any successor thereto. "Person" - An individual, corporation, partnership, limited partnership, limited liability company, joint venture, trust or unincorporated organization, or a government or any agency or political subdivision thereof. -33-

"Prime Rate" - That variable rate of interest per annum designated by the Bank, from time to time, as being its prime rate, it being understood that such rate is merely a reference rate and does not necessarily represent the lowest or best rate being charged to any customer. "Revolving Commitment" - $6,000,000 or such lesser amount as reduced in accordance with this Agreement. "Subsidiary" - Any corporation or other entity of which a Person and/or any of its Subsidiaries, directly or indirectly, owns, or has the right to control or direct the voting of, fifty (50%) percent or more of the outstanding capital stock or other ownership interest having general voting power (under ordinary circumstances). "Synthetic Leases" - means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar offbalance sheet financing product where such transaction is considered borrowed money Indebtedness for tax purposes but is classified as an operating lease under GAAP. "Tangible Net Worth" - An amount equal to the total assets of any Person (excluding (i) the total intangible assets of such Person, (ii) any minority interests in Subsidiaries and (iii) any assets representing amounts due from any officer or employee of such Person or from any Subsidiary of such Person) minus the total liabilities of such Person. Total intangible assets shall be deemed to include, but shall not be limited to, the excess of cost over book value of acquired businesses accounted for by the purchase method, formulae, trademarks, trade names, patents, patent rights and deferred expenses (including, but not limited to, unamortized debt discount and expense, organizational expense, capitalized software costs and experimental and development expenses). "Tangible Net Worth" - At the applicable date, the total assets of the Borrower and its Subsidiaries MINUS (a) the sum of any amounts attributable to (i) goodwill, (ii) intangible items such as unamortized debt discount and expense, patents, trade and service marks and names, copyrights and research and development expenses except prepaid expenses, (iii) all reserves not already deducted from assets, (iv) any write-up in the book value of assets resulting from any revaluation thereof subsequent to the date hereof, and (v) the value of any minority interests in any companies, and (b) Total Liabilities of the Borrower and its Subsidiaries. "Term Loan C"- See the Original Agreement. "Term Loan D"- See the Original Agreement. "Term Loan E"- See the Original Agreement. "Term Loans"- Collectively, the Term Loan C, the Term Loan D, the Term Loan E and the Term Loan F. -34-

"Term Note C"- The Promissory Note evidencing the Term Loan C. "Term Note D"- The Promissory Note evidencing the Term Loan D. "Term Note E"- The Promissory Note evidencing the Term Loan E. "Term Notes"- Collectively, the Term Note C, the Term Note D, the Term Note E and the Term Note F. "Total Liabilities" - The aggregate amount of liabilities of a Person determined in accordance with GAAP. Any defined term used in the plural preceded by the definite article shall be taken to encompass all members of the relevant class. Any defined term used in the singular preceded by "any" shall be taken to indicate any number of the members of the relevant class. All calculations contemplated by financial terms used with respect to the Borrower and its Subsidiaries shall be made on a consolidated basis, in accordance with GAAP and any other financial definitions not otherwise defined herein shall have the meanings given to them under GAAP. ** THE NEXT PAGE IS THE SIGNATURE PAGE ** -35-

This Agreement is executed, as an instrument under seal, as of the day and year first above written. Very truly yours, CHASE CORPORATION
By: /s/ Everett Chadwick, Treasurer & CFO -------------------------------------

Accepted and agreed: FLEET NATIONAL BANK By: Pauline J. Mozzone Title: Vice President

FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDMENT (the "AMENDMENT") is made as of December 13, 2001 by and between CHASE CORPORATION (the "BORROWER"); and FLEET NATIONAL (the "Bank"). RECITALS A. The Bank and the Borrower entered into an Amended and Restated Loan Agreement dated as of October 31, 2001 (the "LOAN AGREEMENT"), providing for revolving loans by the Bank to the Borrower and for various term loans by the Bank to the Borrower. Capitalized terms used herein without definition shall have the meanings assigned to them in the Loan Agreement. B. The Borrower desires to obtain an additional $1,400,000 in term loan financing from the Bank. C. Subject to certain terms and conditions, the Bank is willing to agree to the same, all as hereinafter set forth. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is hereby amended as follows: (A) DEFINITIONS. Section 7.1 of the Loan Agreement is amended by amending or adding the following definitions thereto as set forth below: "Term Loan G" - The $1,400,000 loan made by the Bank to the Borrower On December 13, 2001, as evidenced by the Term Note G. "Term Loans" - Collectively, the Term Loan C, the Term Loan D, the Term Loan E, the Term Loan F and the Term Loan G. "Term Note G" - That certain Term Promissory Note dated December 13, 2001 evidencing in the principal amount of $ 1,400,000 evidencing the Term Loan G. (B) SECTION 14. The following sentence is hereby inserted between the second and third sentences of Section 1.4. "On December 13, 2001, the Bank will make Term Loan G to the Borrower in the amount of $1,400,000."

(C) SECTION 1.5. A new Subsection (e) is added to Section 1.5 as follows: "(e) The principal balance of Term Loan G shall be repaid in 28 equal quarterly installments of $50,000, on each March 1, June 1, September 1 and December 1 of each year, commencing on March 1, 2002, until paid in full in accordance with Term Note G." (D) SECTION 1.14. The following sentence is hereby inserted at the end of Section 1.14(a): "The proceeds of Term Loan G will be used by the Borrower reimburse itself for the purchase price of real property and improvements at 70 Pleasant Street, West Bridgewater, MA." 2. NO FURTHER AMENDMENTS. Except as specifically amended hereby, the Loan Agreement shall remain otherwise unmodified and in full force and effect and is hereby ratified and affirmed in all respects. 3. CERTAIN REPRESENTATIONS OF THE BORROWER. As a material inducement to the Bank to enter into this Amendment, the Borrower represents and warrants to the Bank, after giving effect to this Amendment, as follows: (a) The execution and delivery of this Amendment and the Term Note G have been duly authorized by all requisite corporate action on the part of the Borrower and will not violate any provision of law, any order, judgment or decree of any court or other agency of government, or the articles or bylaws of the Borrower or any indenture, agreement or other instrument to which the Borrower is bound, or be in conflict with, or result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower pursuant to, any such indenture, agreement or instrument. (b) The representations and warranties contained in the Loan Agreement are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date or except to the extent variations there from have been permitted under the terms of the Loan Agreement or otherwise in writing by the Bank). No material adverse change has occurred in the assets, liabilities, financial condition, business or prospects of the Borrower from that disclosed in the annual certified financial statements most recently furnished to the Bank. No event of default or ]condition or event that, but for the requirement that time -2-

elapse or notice be given or both, would constitute an event of default, has occurred or is continuing. (c) This Amendment and the Term Note G constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder. 4. CONDITIONS. The willingness of the Bank to agree to the foregoing and to make further loans or issue further letters of credit under the Loan Agreement is subject to the following conditions: (a) The Borrower shall have executed and delivered to the Bank (or shall have caused to be executed and delivered to the Bank by the appropriate persons) the following: (i) This Amendment and the Term Note G; (ii) True and complete copies of any required stockholders' and/or directors' consents or resolutions, authorizing the execution, delivery and performance of this Amendment and the Term Note G, certified by the secretary or clerk of the Borrower; and (iii) Such other supporting documents and certificates as the Bank or its counsel may reasonably request. (b) All legal matters incident to the transactions contemplated hereby shall be satisfactory to counsel for the Bank. 5. MISCELLANEOUS. (a) This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. (b) This Amendment may be executed by the parties hereto in several counterparts hereof and by the different parties hereto on separate counterparts hereof, all of which counterparts shall together constitute one and the same agreement. -3-

IN WITNESS WHEREOF, the Bank and the Borrower have caused this Amendment to be duly executed as a sealed instrument by their duly authorized representatives, all as of the day and year first above written. CHASE CORPORATION
By: /s/ Everett Chadwick -------------------Title: Treasurer

FLEET NATIONAL BANK
By: /s/ Pauline Mozzone ------------------Title: Vice President

-4-

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDMENT (the "AMENDMENT") is made as of June 13, 2002 by and between CHASE CORPORATION (the "BORROWER"); and FLEET NATIONAL BANK (the "Bank"). RECITALS A. The Bank and the Borrower entered into an Amended and Restated Loan Agreement dated as of October 31, 2001, as amended (the "LOAN AGREEMENT"), providing for revolving loans by the Bank to the Borrower and for various term loans by the Bank to the Borrower. Capitalized terms used herein without definition shall have the meanings assigned to them in the Loan Agreement. B. The Borrower has requested that the Bank (i) as an accommodation to the Borrower, grant waivers of Events of Default which have occurred because of the failure of the Borrower to comply with its obligations under Section 3.8(c) of the Loan Agreement for the fiscal periods ending November 30, 2001 and February 28, 2002 and (ii) make certain other amendments to the Loan Agreement set forth below. C. Subject to certain terms and conditions, the Bank is willing to agree to the same, all as hereinafter set forth. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. WAIVER. In accordance with the Borrower's request, the Bank hereby waives (A) the Events of Default arising from (1) the failure of the Borrower to comply with its obligations under Section 3.8(c) of the Loan Agreement for the fiscal period ended November 30, 2001 and (2) the failure of the Borrower to comply with its obligation under Section 3.8(c) of the Loan Agreement for the fiscal period ended February 28, 2002 and (B) any Events of Default under any other Loan Documents which would have arisen but for such waivers, as a result of the cross-default provisions contained therein. The waivers granted by the Bank in this paragraph I are limited to the Events of Default described above, and shall not be construed to constitute continuing waivers or waivers of any other Events of Default under the Loan Agreement or any other Loan Documents. This paragraph 1 shall constitute the entire agreement between the Borrower and the Bank regarding such waivers, and shall supercede any prior agreement or understanding, written or oral, between the Bank and Borrower related to such waivers.

2. AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is hereby amended as follows: (A) COMMITMENT FEE. Effective as of June 1, 2002, the following Section 1.17 is hereby added to the Loan Agreement: 1.17 COMMITMENT FEE. The Borrower will also pay to the Bank commitment fees ("Commitment Fees") with respect to the within arrangements- for Revolving Loans, on the first day of each fiscal quarter (commencing on June 1, 2002), as long as such revolving credit arrangements are in effect and on the Expiration Date or date of earlier termination of such revolving credit arrangements. Such Commitment Fees will be payable, based on such daily average unused portion of the Revolving Commitment, at a rate per annum equal to 0.25%, appropriately prorated for any period of less than a calendar quarter. As used herein, the "unused portion of the Revolving Commitment", as determined at any time, means that amount by which the Revolving Commitment exceeds the sum of (x) the then outstanding aggregate principal amount of the Revolving Loans, PLUS (y) the LC Exposure Amount. The fees described in this Section are in addition to any balances and fees required by the Bank or any of its affiliates in connection with any other services now or hereafter made available to the Borrower. (B) DEBT SERVICE COVERAGE: (i) Section 3.8(a) of the Loan Agreement is hereby amended in its entirety as follows: (a) The Borrower shall maintain for each 12 month period ending on February 28, May 31, August 31 and November 30 of each fiscal year, on a rolling 12-month basis, a ratio of Earnings Before Interest and Taxes to Interest Expense of at least 3.00:1.00. (ii) Effective as of May 23, 2002, Section 3.8(c) of the Loan Agreement is hereby amended in its entirety as follows: (c) (i) The Borrower will not permit the ratio of Operating Cash Flow to Debt Service as of each fiscal quarter end with respect to the fiscal quarter ending on such date to be less than the ratio set forth opposite such fiscal quarter end date in the table below:

Fiscal Quarter Ending Minimum Ratio ---------------------------------------------------------------May 31, 2002 1.20:1.00 August 31, 2002, November 30, 1.50:1:00 2002, May 31, 2003, August 31, 2003, November 30, 2003, May 31, 2004, August 31, 2004, November 30, 2004, May 31, 2005, August, 31, 2005, November 30, 2005, May 31, 2006, August 31, 2006, November 30, 2006, May 31, 2007, August 31, 2007, November 30, 2007, May 31, 2008, August 31, 2008 and November 30, 2008

(ii) The Borrower will not permit the ratio of Operating Cash Flow to Debt Service as of each fiscal quarter end with respect to the 12-month period ending on such date to be less than the ratio set forth opposite such fiscal quarter end date in the table below:
12-Month Period Ending Minimum Ratio ---------------------------------------------------------------February 28, 2003, February 28, 2004, 1.50:1.00 February 28, 2005, February 28, 2006, February 28, 2007 and February 28, 2008

3. NO FURTHER AMENDMENTS. Except as specifically amended hereby, the Loan Agreement shall remain otherwise unmodified and in full force and effect and is hereby ratified and affirmed in all respects. 4. CERTAIN REPRESENTATIONS OF THE BORROWER. As a material inducement to the Bank to enter into this Amendment, the Borrower represents and warrants to the Bank, after giving effect to this Amendment, as follows: (A) The execution and delivery of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and will not violate any provision of law, any order, judgment or decree of any court or other agency of government, or the articles or bylaws of the Borrower or any indenture, agreement or other instrument to which the Borrower is bound, or be in conflict with, or result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower pursuant to, any such indenture, agreement or instrument.

(B) The representations and warranties contained in the Loan Agreement are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date or except to the extent variations therefrom have been permitted under the terms of the Loan Agreement or otherwise in writing by the Bank). No material adverse change has occurred in the assets, liabilities, financial condition, business or prospects of the Borrower from that disclosed in the annual certified financial statements most recently furnished to the Bank. No event of default or condition or event that, but for the requirement that time elapse or notice be given or both, would constitute an event of default, has occurred or is continuing. (C) This Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder. 5. CONDITIONS. The willingness of the Bank to agree to the foregoing and to make further loans or issue further letters of credit under the Loan Agreement is subject to the following conditions: (A) The Borrower shall have executed and delivered this Amendment to the Bank. (B) All legal matters incident to the transactions contemplated hereby shall be satisfactory to counsel for the Bank. 6. MISCELLANEOUS (A) This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. (B) This Amendment may be executed by the parties hereto in several counterparts hereof and by the different parties hereto on separate counterparts hereof, all of which counterparts shall together constitute one and the same agreement.

IN WITNESS WHEREOF, the Bank and the Borrower have caused this Amendment to be duly executed as a sealed instrument by their duly authorized representatives, all as of the day and year first above written. CHASE CORPORATION
By: /s/ Everett Chadwick -------------------Title: Treasurer

FLEET NATIONAL BANK
By: /s/ Mark D. Miller -----------------Title: Vice President

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDMENT (the "AMENDMENT") is made as of February 10, 2003 by and between CHASE CORPORATION (the "BORROWER"); and FLEET NATIONAL (the "BANK"). RECITALS A. The Bank and the Borrower entered into a First Amended and Restated Loan Agreement dated as of October 31, 2001, as amended (the "LOAN AGREEMENT"), providing for revolving loans by the Bank to the Borrower and for various term loans by the Bank to the Borrower. Capitalized terms used herein without definition shall have the meanings assigned to them in the Loan Agreement. B. The Borrower desires to (i) extend the Expiration Date of the Revolving Commitment, (ii) obtain an additional $4,000,000 in new term loan financing from the Bank and (iii) make certain other amendments to the Loan Agreement set forth below. C. Subject to certain terms and conditions, the Bank is willing to agree to the same, all as hereinafter set forth. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is hereby amended as follows: (A) DEFINITIONS. Section 7.1 of the Loan Agreement is amended by amending or adding the following definitions thereto as set forth below: "Facile Acquisition" - The acquisition by the Borrower, directly or though a wholly-owned Subsidiary, of certain assets of Facile, Inc., through a secured party sale. "Term Loan H" - The $4,000,000 loan made by the Bank to the Borrower on February 10, 2003, as evidenced by the Term Note H. "Term Loans" - Collectively, the Term Loan E, the Term Loan F, the Term Loan G and the Term Loan H. "Term Note H" - That certain Term Promissory Note dated February 10, 2003 evidencing in the principal amount of $4,000,000 evidencing the Term Loan H.

(B) SECTION 1.4. The following sentence is hereby inserted between the third and fourth sentences of Section 1.4. "On February 10, 2003, the Bank will make Term Loan H to the Borrower in the amount of $4,000,000." (C) SECTION 1.5. A new Subsection (f) is added to Section 1.5 as follows: "(e) The principal balance of Term Loan H shall be repaid in 19 equal quarterly installments of $200,000, commencing on June 1, 2003 and continuing thereafter on each September 1, December 1, March 1 and June 1 of each year, with a 20th and final payment in full due on February 10, 2008 in accordance with Term Note H." (D) SECTION 1.14. The following sentence is hereby inserted at the end of Section 1.14(a): "The proceeds of Term Loan H will be used by the Borrower to pay, in part, the purchase price of the Facile Acquisition," (E) SECTION 3.8. Section 3.8 of the Loan Agreement is hereby amended in its entirety as follows: "3.8. DEBT SERVICE COVERAGE RATIOS. (a) The Borrower will not permit the ratio of Operating Cash Flow to Debt Service as of each fiscal quarter ending August 31, November 30 and May 31 of each fiscal year with respect to the fiscal quarter ending on such date to be less than 1.50:1.00. (b) The Borrower will not permit the ratio of Operating Cash Flow to Debt Service as of each fiscal quarter end in the table below with respect to the 12-month period ending on such date to be less than the ratio set forth opposite such fiscal quarter end date in the table below:
12-Month Period Ending Minimum Ratio -------------------------------------------------------------February 28, 2003, February 28, 2004, 1.25:1.00" February 28, 2005, February 28, 2006, February 28, 2007 and February 28, 2008

2. NO FURTHER AMENDMENTS. Except as specifically amended hereby, the Loan Agreement shall remain otherwise unmodified and in full force and effect and is hereby ratified and affirmed in all respects.

3. CERTAIN REPRESENTATIONS OF THE BORROWER. As a material inducement to the Bank to enter into this Amendment, the Borrower represents and warrants to the Bank, after giving effect to this Amendment, as follows: (a) The execution and delivery of this Amendment and the Term Note H have been duly authorized by all requisite corporate action on the part of the Borrower and will not violate any provision of law, any order, judgment or decree of any court or other agency of government, or the articles or bylaws of the Borrower or any indenture, agreement or other instrument to which the Borrower is bound, or be in conflict with, or result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower pursuant to, any such indenture, agreement or instrument. (b) The representations and warranties contained in the Loan Agreement are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date or except to the extent variations therefrom have been permitted under the terms of the Loan Agreement or otherwise in writing by the Bank). No material adverse change has occurred in the assets, liabilities, financial condition, business or prospects of the Borrower from that disclosed in the annual certified financial statements most recently furnished to the Bank. No event of default or condition or event that, but for the requirement that time elapse or notice be given or both, would constitute an event of default, has occurred or is continuing. (c) This Amendment and the Term Note H constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder. 4. CONDITIONS. The willingness of the Bank to agree to the foregoing and to make further loans or issue further letters of credit under the Loan Agreement is subject to the following conditions: (a) The Borrower shall have executed and delivered to the Bank (or shall have caused to be executed and delivered to the Bank by the appropriate persons) the following: (i) This Amendment and the Term Note H;

(ii) True and complete copies of any required directors' consents or resolutions, authorizing the execution, delivery and performance of this Amendment and the Term Note H, certified by the secretary or clerk of the Borrower; and (iii) Such other supporting documents and certificates as the Bank or its counsel may reasonably request. (b) All legal matters incident to the transactions contemplated hereby shall be satisfactory to counsel for the Bank. 5. MISCELLANEOUS. (a) This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. (b) This Amendment may be executed by the parties hereto in several counterparts hereof and by the different parties hereto on separate counterparts hereof, all of which counterparts shall together constitute one and the same agreement. **THE BALANCE OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY**

IN WITNESS WHEREOF, the Bank and the Borrower have caused this Amendment to be duly executed as a sealed instrument by their duly authorized representatives, all as of the day and year first above written. CHASE CORPORATION
By: /s/ Everett Chadwick -------------------Title: V.P. Finance & Treasurer

FLEET NATIONAL BANK
By: /s/ Mark D. Miller -----------------Title: Vice President

FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDMENT (the "AMENDMENT") is made as of February 28, 2003 by and between CHASE CORPORATION (the "BORROWER"); and FLEET NATIONAL (the "Bank"). RECITALS A. The Bank and the Borrower entered into a First Amended and Restated Loan Agreement dated as of October 31, 2001, as amended (the "LOAN AGREEMENT"), providing for revolving loans by the Bank to the Borrower and for various term loans by the Bank to the Borrower. Capitalized terms used herein without definition shall have the meanings assigned to them in the Loan Agreement. B. The Borrower desires to extend the Expiration Date of the Revolving Commitment. C. Subject to certain terms and conditions, the Bank is willing to agree to the same, all as hereinafter set forth. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. AMENDMENT TO LOAN AGREEMENT. Section 7.1 of the Loan Agreement is amended by amending the definition of "Expiration Date" as set forth below: "Expiration Date" - March 1, 2006. 2. NO FURTHER AMENDMENTS. Except as specifically amended hereby, the Loan Agreement shall remain otherwise unmodified and in full force and effect and is hereby ratified and affirmed in all respects. 3. CERTAIN REPRESENTATIONS OF THE BORROWER. As a material inducement to the Bank to enter into this Amendment, the Borrower represents and warrants to the Bank, after giving effect to this Amendment, as follows: (a) The execution and delivery of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and will not violate any provision of law, any order, judgment or decree of any court or other agency of government, or the articles or bylaws of the Borrower or any indenture, agreement or other instrument to which the Borrower is bound, or be in conflict with, or result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower pursuant to, any such indenture, agreement or instrument.

(b) The representations and warranties contained in the Loan Agreement are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date or except to the extent variations therefrom have been permitted under the terms of the Loan Agreement or otherwise in writing by the Bank). No material adverse change has occurred in the assets, liabilities, financial condition, business or prospects of the Borrower from that disclosed in the annual certified financial statements most recently furnished to the Bank. No event of default or condition or event that, but for the requirement that time elapse or notice be given or both, would constitute an event of default, has occurred or is continuing. (c) This Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder. 4. CONDITIONS. The willingness of the Bank to agree to the foregoing and to make further loans or issue further letters of credit under the Loan Agreement is subject to the following conditions: (a) The Borrower shall have executed and delivered to the Bank (or shall have caused to be executed and delivered to the Bank by the appropriate persons) the following: (i) This Amendment; (ii) A Guarantee Agreement from the Borrower's wholly-owned Subsidiary Chase Facile, Inc.; and (iii) Such other supporting documents and certificates as the Bank or its counsel may reasonably request. (b) All legal matters incident to the transactions contemplated hereby shall be satisfactory to counsel for the Bank, 5. MISCELLANEOUS. (a) This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. (b) This Amendment may be executed by the parties hereto in several counterparts hereof and by the different parties hereto on separate counterparts hereof, all of

which counterparts shall together constitute one and the same agreement. **THE BALANCE OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY**

IN WITNESS WHEREOF, the Bank and the Borrower have caused this Amendment to be duly executed as a sealed instrument by their duly authorized representatives, all as of the day and year first above written. CHASE CORPORATION
By: /s/ Everett Chadwick -------------------Title: Treasurer

FLEET NATIONAL BANK
By: /s/ Christopher Busconi ----------------------Title: Vice President

FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDMENT (the "AMENDMENT") is made as of December 16 , 2003 by and between CHASE CORPORATION (the "BORROWER"); and FLEET NATIONAL (the "Bank"). RECITALS A. The Bank and the Borrower entered into a First Amended and Restated Loan Agreement dated as of October 31, 2001, as amended (the "LOAN AGREEMENT"), providing for revolving loans by the Bank to the Borrower and for various term loans by the Bank to the Borrower. Capitalized terms used herein without definition shall have the meanings assigned to them in the Loan Agreement. B. The Borrower desires to increase the Revolving Commitment. C. Subject to certain terms and conditions, the Bank is willing to agree to the same, all as hereinafter set forth. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. AMENDMENT TO LOAN AGREEMENT. Section 7.1 of the Loan Agreement is amended by amending the definition of "Revolving Commitment" as set forth below: "Revolving Commitment" - $7,000,000. 2. NO FURTHER AMENDMENTS. Except as specifically amended hereby, the Loan Agreement shall remain otherwise unmodified and in full force and effect and is hereby ratified and affirmed in all respects. 3. CERTAIN REPRESENTATIONS OF THE BORROWER. As a material inducement to the Bank to enter into this Amendment, the Borrower represents and warrants to the Bank, after giving effect to this Amendment, as follows: (a) The execution and delivery of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and will not violate any provision of law, any order, judgment or decree of any court or other agency of government, or the articles or bylaws of the Borrower or any indenture, agreement or other instrument to which the Borrower is bound, or be in conflict with, or result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower pursuant to, any such indenture, agreement or instrument.

(b) The representations and warranties contained in the Loan Agreement are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date or except to the extent variations therefrom have been permitted under the tent's of the Loan Agreement or otherwise in writing by the Bank). No material adverse change has occurred in the assets, liabilities, financial condition, business or prospects of the Borrower from that disclosed in the annual certified financial statements most recently furnished to the Bank. No event of default or condition or event that, but for the requirement that time elapse or notice be given or both, would constitute an event of default, has occurred or is continuing. (c) This Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder. 4. CONDITIONS. The willingness of the Bank to agree to the foregoing is subject to the following conditions: (a) The Borrower shall have executed and delivered to the Bank (or shall have caused to be executed and delivered to the Bank by the appropriate persons) the following: (i) This Amendment; (ii) An amendment to the Amended and Restated Revolving Credit Note evidencing the increased Revolving Commitment; and (iii) Such other supporting documents and certificates as the Bank or its counsel may reasonably request. (b) All legal matters incident to the transactions contemplated hereby shall be satisfactory to counsel for the Bank. 5. MISCELLANEOUS. (a) This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. (b) This Amendment may be executed by the parties hereto in several counterparts hereof and by the different parties hereto on separate counterparts hereof, all of which counterparts shall together constitute one and the same agreement. 2

IN WITNESS WHEREOF, the Bank and the Borrower have caused this Amendment to be duly executed as a sealed instrument by their duly authorized representatives, all as of the day and year first above written. CHASE CORPORATION
By: /s/ Everett Chadwick -------------------Title: Treasurer

FLEET NATIONAL BANK
By: /s/ Gary A. Pirri ----------------Title: Senior Vice President

SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDMENT (the "AMENDMENT") is made as of December, 23, 2003 by and between CHASE CORPORATION (the "BORROWER"); and FLEET NATIONAL (the "Bank"). RECITALS A. The Bank and the Borrower entered into a First Amended and Restated Loan Agreement dated as of October 31, 2001, as amended (the "LOAN AGREEMENT"), providing for revolving loans by the Bank to the Borrower and for various term loans by the Bank to the Borrower. Capitalized terms used herein without definition shall have the meanings assigned to them in the Loan Agreement. B. The Borrower desires to obtain an additional $2,400,000 in new term loan financing from the Bank. C. Subject to certain terms and conditions, the Bank is willing to agree to the same, all as hereinafter set forth. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is hereby amended as follows: (A) DEFINITIONS. Section 7.1 of the Loan Agreement is amended by amending or adding the following definitions thereto as set forth below: "Term Loan I" - The $2,400,000 loan made by the Bank to the Borrower on December 23, 2003, as evidenced by the Term Note I. "Term Loans" - Collectively, the Term Loan E, the Term Loan F, the Term Loan G, the Term Loan H and the Term Loan I. "Term Note I" - That certain Term Promissory Note dated December 23 , 2003 evidencing in the principal amount of $2,400,000 evidencing the Term Loan I. (B) SECTION 1.4. The following sentence is hereby inserted between the fourth and fifth sentences of Section 1.4. "On December 23, 2003, the Bank will make Term Loan Ito the Borrower in the amount of $2,400,000."

(C) follows:

SECTION 1.5. A new Subsection (g) is added to Section 1,5 as

"(e) The principal balance of Term Loan I shall be repaid in 15 equal quarterly installments of $ 150,000, commencing on March 1, 2004 and continuing thereafter on each June 1, September 1, December 1 and March 1 of each year, with a 16'" and final payment in full due on December 1, 2007 in an amount equal to the then outstanding principal balance of Term Note I." (D) SECTION 1.14. The following sentence is hereby inserted at the

end of Section 1.14(a): "The proceeds of Term Loan I will be used by the Borrower for general corporate purposes." 2. NO FURTHER AMENDMENTS. Except as specifically amended hereby, the Loan Agreement shall remain otherwise unmodified and in full force and effect and is hereby ratified and affirmed in all respects. 3. CERTAIN REPRESENTATIONS OF THE BORROWER. As a material inducement to the Bank to enter into this Amendment, the Borrower represents and warrants to the Bank, after giving effect to this Amendment, as follows: (a) The execution and delivery of this Amendment and the Term Note 1 have been duly authorized by all requisite corporate action on the part of the Borrower and will not violate any provision of law, any order, judgment or decree of any court or other agency of government, or the articles or bylaws of the Borrower or any indenture, agreement or other instrument to which the Borrower is bound, or be in conflict with, or result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower pursuant to, any such indenture, agreement or instrument. (b) The representations and warranties contained in the Loan Agreement are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date or except to the extent variations therefrom have been permitted under the terms of the Loan Agreement or otherwise in writing by the Bank). No material adverse change has occurred in the assets, liabilities, financial condition, business or prospects of the Borrower from that disclosed in the annual certified financial statements most recently furnished to the Bank. No event of default or condition or event that, but for the requirement that time elapse or notice be given or both, would constitute an event of default, has occurred or is continuing. -2-

(c) This Amendment and the Term Note I constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder. 4. CONDITIONS. The willingness of the Bank to agree to the foregoing and to make further loans or issue further letters of credit under the Loan Agreement is subject to the following conditions: (a) The Borrower shall have executed and delivered to the Bank (or shall have caused to be executed and delivered to the Bank by the appropriate persons) the following: (i) This Amendment and the Term Note I; and (ii) Such other supporting documents and certificates as the Bank or its counsel may reasonably request. (b) All legal matters incident to the transactions contemplated hereby shall be satisfactory to counsel for the Bank. 5. MISCELLANEOUS. (a) This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. (b) This Amendment may be executed by the parties hereto in several counterparts hereof and by the different parties hereto on separate counterparts hereof, all of which counterparts shall together constitute one and the same agreement. **THE BALANCE OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY**

IN WITNESS WHEREOF, the Bank and the Borrower have caused this Amendment to be duly executed as a sealed instrument by their duly authorized representatives, all as of the day and year first above written. CHASE CORPORATION
By: /s/ Peter R. Chase -----------------Title: President & CEO

FLEET NATIONAL BANK
By: /s/ Christopher P. Busconi -------------------------Title: Vice President

EXHIBIT 10.50 AMENDED AND RESTATED REVOLVING CREDIT NOTE $6,000,000.00 Boston, Massachusetts October 31, 2001 FOR VALUE RECEIVED, CHASE CORPORATION, a Massachusetts corporation (the "Borrower"), hereby promises to pay to the order of FLEET NATIONAL BANK (the "Bank") the principal amount of Six Million Dollars ($6,000,000.00) or such portion thereof as may be advanced by the Bank pursuant to Section 1.2 of that First Amended and Restated Loan Agreement of even date herewith between the Bank and the Borrower, as amended, restated, supplemented, replaced or otherwise modified from time to time (the "Loan Agreement") and remains outstanding from time to time hereunder ("Principal"), with interest, at the rate hereinafter set forth, on the daily balance of all unpaid Principal, from the date hereof until payment in full of all Principal and interest hereunder. Terms defined in the Loan Agreement are used herein with the meanings so defined. Interest on all unpaid Principal shall be due and payable, in arrears, on the Interest Payment Dates, and on the date of payment of this note in full and termination of the Revolving Commitment, at a fluctuating rate per annum (computed on the basis of a year of three hundred sixty (360) days for the actual number of days elapsed) which shall at all times (except as described in the next sentence) be equal to the Alternate Base Rate, as in effect from time to time (but in no event in excess of the maximum rate permitted by then applicable law), with a change in the aforesaid rate of interest to become effective on the same day on which any change in the Alternate Base Rate is effective; PROVIDED, HOWEVER, that if all or any portion of outstanding Principal consists of a Eurodollar Loan for any Interest Period, then interest for such Interest Period on such Eurodollar Loan shall be payable at a rate per annum equal to the sum of (x) the applicable Eurodollar Rate (determined as provided in the Loan Agreement), PLUS (y) the Eurodollar Rate Increment then in effect (but in no event in excess of the maximum rate permitted by applicable law). After the occurrence and during the continuance of any Event of Default, interest under this note will, at the option of the Bank, accrue and be payable at a fluctuating rate per annum which at all times shall be equal to the sum of (i) four percent (4.0%) per annum PLUS (ii) the Prime Rate (but in no event in excess of the maximum rate permitted by then applicable law). If the entire amount of any required Principal and/or interest is not paid within ten (10) days after the same is due, the Borrower shall pay to the Bank a late fee equal to five percent (5%) of the required payment.

All outstanding Principal and all interest accrued thereon shall be due and payable in full on the first to occur of: (i) an acceleration under Section 5.2(a) of the Loan Agreement or (ii) (t)he Expiration Date (as defined in the Loan Agreement). The Borrower may at any time and from time to time prepay all or any portion of said Principal, without premium or penalty, but, as to Eurodollar Loans, only at the times and in the manner, and with the yield maintenance fee (if any), provided for in the Loan Agreement. Under certain circumstances set forth in the Loan Agreement, prepayments of Principal may be required. Payments of both Principal and interest shall be made, in lawful money of the United States in immediately available funds, at the office of the Bank located at 100 Federal Street, Boston, MA 02110, or at such other address as the Bank may from time to time designate. The Borrower irrevocably authorizes the Bank to make or cause to be made, on a schedule attached to this note or on the books of the Bank, at or following the time of making any Revolving Loan and of receiving any payment of Principal, an appropriate notation refl ecting such transaction and the then aggregate unpaid balance of Principal. Failure of the Bank to make any such notation shall not, however, affect any obligation of the Borrowers hereunder or under the Loan Agreement. The unpaid Principal amount of this note, as recorded by the Bank from time to time on such schedule or on such books, shall constitute presumptive evidence of the aggregate unpaid principal amount of the Revolving Loans. The Borrower hereby (a) waives notice of and consents to any and all advances, settlements, compromises, favors and indulgences (including, without limitation, any extension or postponement of the time for payment), any and all receipts, substitutions, additions, exchanges and releases of collateral, and any and all additions, substitutions and releases of any person primarily or secondarily liable, (b) waives presentment, demand, notice, protest and all other demands and notices generally in connection with the delivery, acceptance, performance, default or enforcement of or under this note, and (c) agrees to pay all reasonable costs and expenses, including, without limitation, reasonable attorneys' fees, incurred or paid by the Bank in enforcing this note and any collateral or security therefore, all whether or not litigation is commenced, as and to the extent provided in the Loan Agreement. . This note is the Revolving Note referred to in, and entitled to the benefits of, the Loan Agreement. This note amends, restates and replaces the Promissory Note of the Borrower in favor of the Bank, as amended and restated on September 11, 1996. This note is subject to prepayment (with a yield maintenance fee consequent thereon in certain cases, as and to the extent provided in the Loan Agreement) as set forth in the Loan Agreement. The maturity of this note may be accelerated upon the occurrence of an Event of Default, as and to the extent provided in the Loan Agreement. THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED ON THIS NOTE OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY RELATED DOCUMENTS OR OUT OF ANY COURSE OF

CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PERSON. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE BANK TO ACCEPT THIS NOTE AND TO MAKE LOANS AS CONTEMPLATED IN THE LOAN AGREEMENT. ** THE NEXT PAGE IS THE SIGNATURE PAGE

Executed, as an instrument under seal, as of the day and year first above written
By /s/ Everett Chadwick ----------------------Title: Treasurer

Chase Corporation

EXHIBIT 10.51 FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT NOTE This Amendment is entered into as of December 16, 2003 by and between CHASE CORPORATION, a Massachusetts corporation (the "BORROWER"), and FLEET NATIONAL BANK, a national banking association (the 'Bank"). WHEREAS, the Bank and the Borrower entered into a certain loan arrangement on October 31, 2001, as amended, which is evidenced, in part, by a certain Amended and Restated Revolving Credit Note dated October 31, 2001 (the "REVOLVING NOTE") made by the Borrower payable to the order of the Bank in the principal amount of $6,000,000 and a certain First Amended and Restated Loan Agreement dated October 31, 2001, as amended, between the Borrower and the Bank (the "LOAN AGREEMENT"); and WHEREAS, the Bank and the Borrower have on this date amended the Loan Agreement pursuant to a certain Fifth Amendment to First Amended and Restated Loan Agreement; and WHEREAS, the Borrower and the Bank are desirous of amending the Revolving Note in the manner set forth below; NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and the Bank agree as follows: 1. Effective as of the date first written above, the $6,000,000 principal amount of the Revolving Note reflected in the upper left hand corner thereof shall be deemed amended to read "$7,000,000". 2. The Revolving Note is hereby further amended, effective as of the date first written above, by deleting the first paragraph thereof in its entirety and replacing it with the following: "FOR VALUE RECEIVED, CHASE CORPORATION, a Massachusetts corporation (the "Borrower"), hereby promises to pay to the order of FLEET NATIONAL BANK (the "Bank") the principal amount of Seven Million Dollars ($7,000,000.00) or such portion thereof as may be advanced by the Bank pursuant to Section 1.2 of that First Amended and Restated Loan Agreement dated as of October 31, 2001 between the Bank and the Borrower, as amended, restated, supplemented, replaced or otherwise modified from time to time (the "Loan Agreement") and remains outstanding from time to time hereunder ("Principal"), with interest, at the rate hereinafter set forth, on the daily balance of all unpaid Principal, from the date hereof until payment in full of all Principal and interest hereunder. Terms defined in the Loan Agreement are used herein with the meanings so defined."

3. Except as specifically provided herein, all terms and conditions of the Revolving Note shall remain in full force and effect and are hereby ratified and confirmed. This Amendment constitutes an amendment to and modification of the Revolving Note and not a refinancing thereof. On and after the date hereof, each reference in the Revolving Note to "this Note", "hereunder", "hereof' or words of like import referring to the Revolving Note, shall mean and be a reference to the Revolving Note as amended by this Amendment, and each reference in any loan documents between the Borrower and the Bank to the Revolving Note, "thereunder", "thereof" or words of like import referring to the Revolving Note shall mean a reference to the Revolving Note as amended by this Amendment. 4. This Amendment may be executed by the parties hereto in several counterparts hereof and by the different parties hereto on separate counterparts hereof, all of which counterparts shall together constitute one and the same agreement This Amendment shall take effect as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. CHASE CORPORATION
/S/ EVERETT CHADWICK -----------------------Title: TREASURER & CFO

FLEET NATIONAL BANK
By: /s/ [ILLEGIBLE] -----------------------

EXHIBIT 10.56 TERM NOTE DEFINED TERMS. As used in this Term Note (the 'Note' ), the following terms shall have the following mom:
1.1 BORROWER: Chase Corporation a Massachusetts corporation 26 Summer Street Bridgewater, Massachusetts 02324 Citizens Bank of Massachusetts 28 State Street Boston, MA 02109 $2,300,000.00 See Section 3 BELOW. JANUARY 8, 2008

1.2

LENDER:

1.3 1.4 1.5

LOAN AMOUNT: INTEREST RATE: MATURITY DATE:

1.6 LOAN AGREEMENT: a certain Term Loan Agreement of even date herewith by and between Borrower and Lender. 1.7 LOAN, LOAN DOCUMENTS AND EVENT OF DEFAULT shall have the same meanings as in the Loan Agreement. The Loan Documents are incorporated herein by reference. All capitalized terms used herein and not otherwise defined herein SHALL have the meanings as SET FORTH IN the Loan Agreement. 1.8 PREPAYMENT PERIOD; At any time during the term of the Loan. 2. DEBT: For value received, Borrower hereby promises to pay to the order of Lender the Loan Amount, together with interest on all unpaid balances from the date of such advances made under this Note at the interest rate set forth in this Note, together with all other amounts due hereunder or under the Loan Documents. 3. INTEREST: Interest on all amounts advanced under this Note SHALL accrue interest at either (t) a floating per ANNUM rate of interest equal to the Prime Rate (as announced by Lender from TIME TO TIME), OR (II) AN adjustable per annum rate equal to the LIBPR Rate plus the Applicable Margin (as such terms are defined in Rider A entitled "Provisions for Citizens LIBOR Rate LOANS" attached hereto and made a part hereof). Borrower may elect either interest rate option by written notice to Lender upon the date of this Note and thereafter upon any interest payment date during the term of this Note. The interest rate selected by Borrower shall continue during the term of the

Note until Lender receives written notice from Borrower of a requested change. In the absence of any written election by Borrower, this Note shall accrue interest at the Prime Rate option as set forth above. Interest shall be calculated on the basis of the number of actual clays elapsed and a 360-day year. PAYMENTS: Borrower shall make payments of interest on the amounts advanced by Lender under this Note monthly in arrears while any part of the indebtedness evidenced hereby is unpaid commencing on the date which is one (1) month after the date of this Agreement (the "First Payment Date") and thereafter on each monthly anniversary of the First Payment Date. In addition to accrued interest, Borrower shall make quarterly, payments of principal in the amount of $143,750,00 on each quarterly anniversary of the First Payment Date during the term of this Note . Upon Maturity Date, Borrower shall pay to Lender the entire then unpaid balance of principal and interest under this Note. Any payments on this Note, whether such payment is of a regular installment or represents a prepayment (if permitted hereunder), shall be made in coin and currency of the United States of America which is legal tender for the payment of public and private debts, in immediately available funds, to Lender at Lender's address set forth or at such other address as Lender may from time to time designate in writing. 5. DEFAULT INTEREST: If any payment due hereunder or UNDER ANY OF the Loan Documents is not paid within ten (10) days when due, then and in such event, Borrower shall, in addition to any other payment due hereunder, pay interest thereon from and after the date on which such payment first becomes due at an annual interest rate equal to the Interest LATE plus four percent (4%) and such interest shall be due and payable, on demand, at such rate until the entire amount DUE IS paid to Lender, whether or not any action shall have been taken or proceeding commenced to recover the same. Nothing in this Section 5 or in any other provision of this Note shall CONSTITUTE an extension of the time of payment of the indebtedness hereunder, 6. DELINQUENCY CHARGES: If Borrower fails to pay any amount of interest on this Note for ten (10) days after such payment becomes due, Lender may, at its option, whether immediately or at the time of final payment of the amounts evidenced by this Note impose a delinquency or "late" charge equal to five percent (5%) of the amount of such past due payment notwithstanding the date on which such payment is actually paid in full. Borrower agrees that any such delinquency charges shall not be deemed to be additional interest or penalty, but SHALL be deemed to be liquidated damages because of the difficulty in computing the actual amount of damages in advance, 7. COSTS AND EXPENSES UPON DEFAULT: After default, in addition to principal, interest and delinquency CHARGES, Lender SHALL be entitled to collect all costs of collection, including, but not limited to, reasonable attorneys, fees and expenses, incurred in connection WITH ANY OF LENDER'S collection efforts, WHETHER OR NOT suit on this Note is filed, and all such COSTS and expenses shall be payable on

demand. 8. APPLICATION OF PAYMENTS: Unless an Event of Default has occurred, all payments hereunder shall be applied fist to delinquency charges, costs of collection and enforcement and other similar amounts due, if any, under this Note and under the other Loan Documents, then to interest which is due and payable under this Note and the remainder, if any, to principal due and payable under this Note. If an Event of Default has occurred, such payments may be applied to sums due under this Note or under the other Loan Documents in any order and combination that Lender may, in its sole and absolute discretion, determine. 9. PERMITTED PREPAYMENT: Borrower shall have the right to prepay the Loan in whole or in part, at any time during the Prepayment Period. 10. COSTS; ILLEGALITY OF LOAN: In addition to principal, interest and delinquency charges, Borrower shall pay all costs and expenses, including, without linitat7on, reasonable attorneys' fees and all reasonable expenses and disbursements of counsel, in connection with the protection, realization or enforcement of any of Lender's rights AGAINST Borrower or any other liabilities of Borrower to Lender (whether or not suit or foreclosure is instituted by or against Lender). Borrower hereby agrees to pay to Lender on demand (i) all costs and expenses of Lender in commotion with, and any stamp or other taxes or charges (including filing fees) payable with respect to, this Note and the enforcement hereof; and (u) any amount necessary to compensate it for (a) any losses or costs (including funding costs) sustained by it as a consequence of any default by Borrower hereunder; and (b) any increased costs Lender may sustain in maintaining the borrowing evidenced hereby due to the introduction of or any change in, law or applicable regulations (including the interpretation thereof) or due to the compliance by Lender with any guideline OR request from any central bank or governmental authority. In addition if it shall become unlawful, or any central bank or other governmental authority shall assert it to be unlawful, for Lender (or any bank which is directly or indirectly funding Lender with respect to the Loan) to maintain the borrowing evidenced hereby, Borrower agrees to prepay this Note in full together with accrued interest and other amounts payable hereunder on demand. 11. WAIVERS: THE BORROWER HEREBY IRREVOCABLY WAIVES ITS RIGHTS TO NOTICE AND HEARING TO THE EXTENT PERMITTED BY LAW OF ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH LENDER MAY DESIRE TO USE, and, further, irrevocably waives presentment for payment, demand, notice of nonpayment, notice of intention to accelerate the maturity of this Note, diligence in collection, commencement of suit

AGAINST any obligor, notice of protest, and protest of this NOTE and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note, before or after the maturity of this Note, with or without notice to Borrower, and agrees that Borrower's liability SHALL not be in any manner affected by any indulgence, extension of time, renewal, waiver or modification tented or consented to by Lender. Borrower consents to any and all extensions of time, renewals, waivers or modifications that may be granted by Lender with respect to the payment or other provisions of this Note. Any delay on the part of Lender in exercising any right under this Note shall not operate as a waiver of any such right, and any waiver granted or consented to on one occasion shall not operate as a waiver in the event of any subsequent default. 12, NO USURY: Lender and Borrower intend to comply at all times with applicable usury laws, If at any time such laws would ever render usurious any amounts called for under this Note or the other Loan Documents, then it is Borrowers and Lender's express intention that Borrower shall not be required to pay interest on this Note at a rate in excess of the maximum lawful rate, that the provisions of this Section 12 shall control over all other provisions of this Note and the Loan Documents which may be in apparent conflict herewith, that such excess amount shall be credited to the principal balance of this Note (or, if this Note has been fully paid, refunded by Lender to Borrower), and the provisions hereof shall be reformed and the amounts thereafter collectible under this Note reduced, without the necessity of the execution of any further documents, so as to comply with the then applicable law, but so as to permit the recovery by Lender of the fullest amount otherwise called for under this Note. Any such crediting or refund shall not cure or waive any default by Borrower tinder this Note or the other Loan Documents. If at any time following any reduction in the interest rate payable by Borrower there remains unpaid any principal amount under this Note and the maximum interest rate allowed by applicable law is increased or eliminated, then the interest rate payable under this Note shall be readjusted, to the extent not prohibited by applicable law, so that the dollar amount of interest payable hereunder shall be equal to the dollar amount of interest which would have been paid by Borrower without giving effect to the reduction in interest resulting from compliance with applicable usury laws. Borrower agrees that in determining whether or not any interest payable under this Note or the other Loan Documents exceeds the highest rate allowed by law, any non principal payment (except payments specifically stated in this Note or in the other Loan Documents to be "interest"), including, without limitation, prepayment fees and delinquency charges, shall, to the maximum extent allowed by law, be an expense, fee or premium rather than interest. The term "applicable law", as used in this Note shall mean the laws of The Commonwealth of Massachusetts or the laws of the United States, whichever laws allow the greater rate of interest, as such laws now exist or may be changed or amended or come into effect in the future.

13. ACCELERATION AND OTHER REMEDIES: If (a) Borrower fails to pay any sum within five (5) days of when due under this Note; or (b) an "Event of Default", as said team is defined in the Loan Agreement or any other Loan Document, occurs; then, and in any such event Lender may, at its option, declare the e the unpaid balance of this Note together with interest accrued thereon, to be immediately due and payable and Lender may proceed to exercise any rights or remedies that it may have under this Note, the Loan Agreement, the other Loan Documents or such other rights and remedies which Lender may have at law, equity or otherwise. 14. SUCCESSORS AND ASSIGNS: This Note shall be binding upon Borrower and upon its respective heirs, successors, assigns and representatives, and shall inure to the benefit of Lender and its successors, endorsees, and assigns. 15. DEPOSITS: Any and all deposits or other sums at any time credited by or due from Lender to Borrower and any cash, securities, instruments, or other property of Borrower which now or hereafter are at any time in the possession or control of Lender, constitute additional security to Lender for the Liabilities of Borrower to Lender including, without limitation, the liability evidenced hereby, and may be applied or set off by Lender against such liabilities at any time from and after an Event of Default hereunder whether or not other collateral is available to Lender. 16. COLLECTION: Any check, draft, money order or other instrument given in payment of all or any portion hereof may be accepted by Lender and handled by collection in the customary manner, but the same shall not constitute payment hereunder or diminish any rights of Lender except to the extent that actual cash proceeds of such instrument are unconditionally received by Lender and applied to this indebtedness in the manner elsewhere herein provided. 17. AMENDMENTS: This Note may be changed or amended only by an agreement in writing signed by the party against whom enforcement is sought. 18. GOVERNING LAW; SUBMISSION TO JURISDICTION: This Note is given to evidence debt for business or commercial purposes, is being delivered to Lender at one of its offices in The Commonwealth of Massachusetts and shall be governed by and construed under the laws of said Commonwealth. Borrower hereby submits to personal jurisdiction in said Commonwealth for the enforcement of Borrower's obligations

hereunder, under the Loan Agreement and under the other Loan Documents, and waives any and all personal rights under the law of any other state to object to jurisdiction within such Commonwealth for the purposes of litigation to enforce such obligations of Borrower. In the event such litigation is commenced, Borrower agrees that service of process may be made, and personal jurisdiction over Borrower obtained, by service of a copy of the summons, complaint and other pleadings required to commence such litigation upon Borrower at the address set forth in the preamble to this Note. 19. CAPTIONS: All paragraph and subparagraph captions are for convenience of reference only and shall not affect the construction of any provision herein. IN WITNESS WHEREOF, THIS NOTE HAS BEEN EXECUTED AND DELIVERED UNDER SEAL AS OF THE 8TH DAY OF JANUARY 2004. CHASE CORPORATION
BY: /s/ PETER R. CHASE, PRESIDENT -----------------------------

WITNESS
/s/ PAULA M. MYERS, WITNESS ---------------------------

EXHIBIT 10.58 BILL OF SALE This Bill of Sale is made on February 12, 2003 BY FIRST UNION COMMERCIAL CORPORATION, whose address is One First Union Center, 301 S. College Street, 20th Floor, Charlotte, NC 28202, referred to as Seller, TO CHASE FACILE, INC., whose address is 26 Summer Street, Bridgewater, Massachusetts 02324, referred to as Buyer. The words "Buyer" and "Seller" include all Buyers and all Sellers named above. 1. TRANSFER OF OWNERSHIP. The Seller hereby grants, sells, assigns, delivers and transfers to the Buyer ownership of and title to the property described below. The Seller has been paid $10.00 and other good and valuable consideration for making this transfer. 2. PROPERTY. The following property is sold to the Buyer (referred to as the " Property"); without recourse, representation or warranty as to condition, quality or operability: - See Schedule A attached. 3. TITLE. Seller represents and warrants to Buyer that (a) by the terms of this Bill of Sale, Buyer will acquire good and marketable title to the Property; and (b) Seller has the right to sell the Property. The Property is being sold in its " as is" " where is" condition, without representation or warranty by Seller except as otherwise set forth in this paragraph 3. 4. SIGNATURES. The Seller agrees to the terms of this Bill of Sale.
Attested by: FIRST UNION COMMERCIAL CORPORATION, by its Parent, WACHOVIA BANK, NATIONAL ASSOCIATION /s/ Frances Straus ----------------------Name: Frances Straus Title: Vice President By:

/s/ Wendolyn L. London ---------------------------

SCHEDULE A ASSETS - EQUIPMENT

ITEMS 1. Laminator #1 75" Coater - Comprising: Midland 30" dia. Turret R/S, Web Controls, Corona Treater, Direct Coater, Static Mixer, Black Clawson Doybel Offset Coating Unit, (2) Ink Mixers, Midland Ross 30' Flotation Over, (3) Roll Chill, Midland Ross Turret Unwind with tension control, Midland Ross Turret Unwind with tension control, Midland Ross Turret Unwind with tension control, Dual Nip, Midland Ross load cell station, Arc Machine Turret Rewind 40" dia. with tension control, Chromalux Hot Oil system for heating nips, Chiller, Two New Burners and duct work for oven, Honeywell Truline for Process Control, (2) Zone Controls, (3) set rolls for each configuration, (24) rubber rollers, (15) engraved rolls 2. Englehard Oxidizer - Comprising: RTO (3) chamber oxidizer, Additional Stoneware for Heads, Allen Bradley Controls, Computer Controlled - Fully Integrated System.

SECURED CREDITOR'S BILL OF SALE This Secured Creditor's Bill of Sale is made on February 12, 2003 BY WACHOVIA BANK, NATIONAL ASSOCIATION, FORMERLY KNOWN AS FIRST UNION NATIONAL BANK, whose address is 190 River Road, Summit, New Jersey 07901, referred to as Seller, TO CHASE FACILE, INC., whose address is 26 Summer Street, Bridgewater, Massachusetts 02324, referred to as Buyer. The words "Buyer" and "Seller" include all Buyers and all Sellers named above. BACKGROUND 5. Seller has previously made loans to Riverside Acquisition, Inc., n/k/a Facile Group, Inc., ("Facile Group"), repayment of which loans was guaranteed by, inter alia, Facile Holdings, Inc., n/k/a Facile, Inc. ("Facile"), and Riverside Properties, Inc., f/k/a Nylex Properties, Inc. (collectively with Facile Group, the "Companies"); and secured by a lien on all of the assets of the Companies (the "Collateral"). 6. Facile Group defaulted on its obligations to Seller, and Seller desires to foreclose on and dispose of certain of the Collateral (the "Foreclosed Property") pursuant to a foreclosure sale conducted by Seller pursuant to N.J.S.A. Section 12A:9-610 (the "Foreclosure Sale"). 7. Buyer desires to acquire the Foreclosed Property at the Foreclosure Sale in accordance with the terms hereof. NOW THEREFORE, with the foregoing recitals being incorporated by reference herein, Seller and Buyer hereby agree as follows: TRANSFER OF OWNERSHIP. THE SELLER HEREBY GRANTS, SELLS, ASSIGNS, DELIVERS AND TRANSFERS TO THE BUYER WHATEVER TITLE THE SELLER HAS IN THE FORECLOSED PROPERTY MORE FULLY SET FORTH ON THE SCHEDULE OF ASSETS ATTACHED HERETO AS EXHIBIT A AND INCORPORATED BY REFERENCE HEREIN, EXCLUDING, HOWEVER, (i) THE EQUIPMENT SET FORTH ON EXHIBIT B ATTACHED HERETO (THE "EXCLUDED EQUIPMENT"). THE BUYER HAS DELIVERED THE SUM OF $4,807,000 IN CASH TO THE SELLER CONTEMPORANEOUSLY WITH THE

EXECUTION OF THIS BILL OF SALE, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, TOGETHER WITH OTHER GOOD AND VALUABLE CONSIDERATION FOR MAKING THIS TRANSFER AS WELL AS THE TRANSFER BEING MADE TO THE BUYER SIMULTANEOUSLY HEREWITH BY SEPARATE BILL OF SALE FROM FIRST UNION COMMERCIAL CORPORATION. PROPERTY. THE FORECLOSED PROPERTY IS SOLD TO THE BUYER WITHOUT RECOURSE, REPRESENTATION OR WARRANTY AS TO CONDITION, QUALITY OR OPERABILITY. DISCLAIMER. THE FORECLOSED PROPERTY IS BEING SOLD IN ITS "AS IS" "WHERE IS" CONDITION, WITHOUT REPRESENTATION OR WARRANTY BY SELLER. THERE IS NO WARRANTY RELATING TO TITLE, POSSESSION, QUIET ENJOYMENT OR THE LIKE IN THIS DISPOSITION. RELEASE. BUYER HEREBY RELEASES AND FOREVER DISCHARGES THE SELLER, AND ITS PREDECESSORS, SUCCESSORS AND ASSIGNS, ITS PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND ATTORNEYS, ANY AFFILIATED CORPORATIONS, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND ATTORNEYS, FROM ANY AND ALL CAUSES OF ACTION, SUITS, LIABILITIES, DEBTS, DAMAGES, CONTROVERSIES, AGREEMENTS, TRESPASSES, JUDGMENTS, EXECUTIONS, DEMANDS AND CLAIMS OF ANY NATURE WHATSOEVER, WHETHER IN LAW OR IN EQUITY, WHETHER KNOWN OR UNKNOWN, AND ANY AND ALL RIGHTS, DUTIES, LIABILITIES AND OBLIGATIONS, WHETHER PRESENTLY ENFORCEABLE OR ENFORCEABLE IN THE FUTURE, BY REASON OF ANY MATTER OR CAUSE WHATSOEVER FROM THE BEGINNING OF TIME TO THE DATE OF ITS EXECUTION OF THIS BILL OF SALE ARISING OUT OF OR IN ANY WAY RELATED TO THE FORECLOSURE SALE OR THE FORECLOSED PROPERTY. POWER OF ATTORNEY. SELLER HEREBY APPOINTS BUYER, ITS SUCCESSORS AND ASSIGNS, AS SELLER'S TRUE AND LAWFUL ATTORNEY, WITH FULL POWER OF SUBSTITUTION, IN SELLER'S NAME BUT ON BEHALF AND FOR THE BENEFIT OF BUYER, ITS SUCCESSORS AND ASSIGNS, TO DEMAND AND RECEIVE ANY AND ALL OF THE FORECLOSED PROPERTY, AND TO GIVE RECEIPTS AND RELEASES FOR AND IN RESPECT OF THE SAME AND ANY PART THEREOF, AND FROM TIME TO TIME TO INSTITUTE AND PROSECUTE IN SELLER'S NAME OR OTHERWISE, FOR THE BENEFIT OF BUYER, ITS SUCCESSORS AND ASSIGNS, ANY AND ALL PROCEEDINGS AT LAW, IN EQUITY OR OTHERWISE, WHICH BUYER, ITS SUCCESSORS OR ASSIGNS MAY DEEM PROPER FOR THE COLLECTION OR REDUCTION TO POSSESSION OF ANY OF THE PROPERTY OR FOR THE COLLECTION AND ENFORCEMENT OF ANY CLAIM OR RIGHT OF ANY KIND HEREBY SOLD, CONVEYED, TRANSFERRED AND ASSIGNED, OR INTENDED SO TO BE, AND TO DO ALL ACTS RELATING TO THE FORECLOSED PROPERTY WHICH BUYER, ITS SUCCESSORS OR ASSIGNS SHALL DEEM DESIRABLE. SELLER HEREBY DECLARES THAT THE FOREGOING POWERS ARE COUPLED WITH AN INTEREST AND ARE AND SHALL BE IRREVOCABLE BY SELLER OR BY ITS DISSOLUTION OR IN ANY MANNER OR FOR ANY REASON WHATSOEVER. TO THE EXTENT THAT SELLER SHALL INCUR ANY COSTS AND EXPENSES IN CONNECTION WITH BUYER'S EXERCISE OF THE FOREGOING POWER OF ATTORNEY, INCLUDING WITHOUT LIMITATION, ATTORNEY'S FEES, BUYER SHALL INDEMNIFY AND HOLD HARMLESS SELLER FOR ALL SUCH COSTS AND EXPENSES. SIGNATURES. THE SELLER AND THE BUYER AGREE TO THE TERMS OF THIS BILL OF SALE.

MISCELLANEOUS. THIS AGREEMENT WILL BIND, BENEFIT AND BE ENFORCEABLE BY AND AGAINST THE PARTIES, THEIR RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES, ESTATES, SUCCESSORS AND ASSIGNS. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED WILL BE AN ORIGINAL HEREOF, AND IT WILL NOT BE NECESSARY IN MAKING PROOF OF THIS AGREEMENT TO PRODUCE OR ACCOUNT FOR MORE THAN ONE COUNTERPART HEREOF. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY AND BUYER CONSENTS TO SUBMIT TO THE JURISDICTION OF THE STATE OR FEDERAL COURTS OF NEW JERSEY. ANY ACTION BY ANY PARTIES TO THIS AGREEMENT IN ANY WAY RELATING TO THIS AGREEMENT SHALL BE BROUGHT ONLY AND EXCLUSIVELY IN NEW JERSEY. SELLER:
Attested by: WACHOVIA BANK, NATIONAL ASSOCIATION formerly known as First Union National Bank By: /s/ Frances Straus --------------------------------Name: Frances Straus Title: Vice President

/s/ Christopher Ford --------------------

BUYER: Attested by: CHASE FACILE, INC. By: /s/ Everett Chadwick --------------------------------Name: Everett Chadwick Title: Treasurer

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

EXHIBIT A (FORECLOSED PROPERTY) All accounts receivable, equipment and inventory owned by Facile, Inc., formerly known as Facile Holdings, Inc., including without limitation, the property included in the attachments to this Exhibit A, but excluding the leased equipment which is set forth on Exhibit B to the Bill of Sale to which this Exhibit A is attached. Attachments: Accounts Receivable Inventory Machinery and Equipment

EXHIBIT B (EXCLUDED EQUIPMENT) All equipment leased by Facile, Inc., formerly known as Facile Holdings, Inc., including, without limitation, that certain Laminator #1 and Oxidizer which are being transferred to the Buyer by separate Bill of Sale from First Union Commercial Corporation contemporaneously herewith.

EXHIBIT 10.59 CHASE CORPORATION 1995 STOCK OPTION PLAN This 1995 Stock Option Plan (the "Plan") provides for ownership of Common Stock, $.10 par value (the "Stock") of Chase Corporation (the "Company") by officers and employees so as to provide additional incentives to promote the success of the Company through the grant of Incentive Stock Options and Nonstatutory Stock Options (as such terms are defined in Section 3(a) below (collectively, "Options"). 1. ADMINISTRATION OF THE PLAN. The administration of the Plan shall be under the general supervision of the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee"). Within the limits of the Plan, the Directors or Compensation Committee shall determine the individuals to whom, and the times at which, Options shall be granted, the type of Option to be granted, the duration of each Option, the price and method of payment for each Option, and the time or times within which (during its term) all or portions of each Option may be exercised. The Compensation Committee may establish such rules as it deems necessary for the proper administration of the Plan, make such determinations and interpretations with respect to the Plan and Options granted under it as may be necessary or desirable and include such further provisions or conditions in Options granted under the Plan as it deems advisable. 2. SHARES SUBJECT TO THE PLAN. (a) NUMBER AND TYPE OF SHARES. The aggregate number of shares of Stock of the Company which may be optioned under the Plan is 450,000 shares. In the event that the Compensation Committee in its discretion determines that any stock dividend, split-up, combination or reclassification of shares, recapitalization or other similar capital change affects the Stock such that adjustment is required in order to preserve the benefits or potential benefits of the Plan or any Option granted under the Plan, the maximum aggregate number and kind of shares or securities of the Company as to which Options may be granted under the Plan and as to which Options then outstanding shall be exercisable, and the option price of such Options, shall be appropriately adjusted by the Compensation Committee (whose determination shall be conclusive) so that the proportionate number of shares or other securities as to which Options may be granted and the proportionate interest of holders of outstanding Options shall be maintained as before the occurrence of such event. (b) EFFECT OF CERTAIN TRANSACTIONS. In the event of a consolidation or merger of the Company with another corporation, or the sale or exchange of all or substantially all of the assets of the Company, or a reorganization or liquidation of the Company, each holder of an outstanding Option shall be entitled to receive upon exercise and payment in accordance with the terms of the Option the same shares, securities or property

as he would have been entitled to receive upon the occurrence of such event if he had been, immediately prior to such event, the holder of the number of shares of Stock purchasable under his Option; provided, however, that in lieu of the foregoing the Board of Directors of the Company (the "Board DEG.") may upon written notice to each holder of an outstanding Option provide that such Option shall terminate on a date not less than 20 days after the date of such notice unless theretofore exercised. In connection with such notice, the Board may in its discretion accelerate or waive any deferred exercise period. (c) RESERVATION OF SHARES. The Company shall at all times while the Plan is in force reserve such number of shares of Stock as will be sufficient to satisfy the requirements of the Plan. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares. 3. GRANT OF OPTIONS; ELIGIBLE PERSONS (a) TYPES OF OPTIONS. Options shall be granted under the Plan either as incentive stock options ("Incentive Stock Options"), as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") or as Options which do not meet the requirements of Section 422 ("Nonstatutory Stock Options"). Options may be granted by the Directors,_ within the limits set forth in Sections 1 and 2 of the Plan, to all employees of the Company or of any parent corporation or subsidiary corporation of the Company (as defined in Sections 424(e) and (f), respectively, of the Code). (b) DATE OF GRANT. The date of grant for each Option shall be the date on which it is approved, or such later. date as the Directors may specify. No Options shall be granted hereunder after ten years from the date on which the Plan was approved by the Board. 4. FORM OF OPTIONS. Options granted hereunder shall be evidenced by a writing delivered to the optionee specifying the terms and conditions thereof and containing such other terms and conditions not inconsistent with the provisions of the Plan as the Compensation Committee considers necessary or advisable to achieve the purposes of the Plan or comply with applicable tax and regulatory laws and accounting principles. The form of such Options may vary among optionees. 5. OPTION PRICE. In the case of Incentive Stock Options, the price at which shares may from time to time be optioned shall be determined by the Compensation Committee, provided that such price shall not be less than the fair market value of the Stock on the date of granting as determined in good faith by the Compensation Committee; and provided further that no Incentive Stock Option shall be granted to any individual who is ineligible to be granted an Incentive Stock Option because his ownership of stock of the Company or its parent or subsidiary corporations exceeds the limitations set forth in Section 422(b)(6) of the Code

unless such option price is at least 110% of the fair market value of the Stock on the date of grant. In the case of Nonstatutory Stock Options, the price at which shares may from time to time be optioned shall be determined by the Compensation Committee. The Compensation Committee may in its discretion permit the option price to be paid in whole or in part by a note or in installments or with shares of Stock of the Company or such other lawful consideration as the Compensation Committee may determine. 6. TERM OF OPTION AND DATES OF EXERCISE. (a) EXERCISABILITY. The Compensation Committee shall determine the term of all Options, the time or times that Options are exercisable and whether they are exercisable in installments; provided, however, that the term of each non-statutory stock option granted under the Plan shall not exceed a period of eleven years from the date of its grant and the term of each Incentive Stock Option granted under the Plan shall not exceed a period of ten years from the date of its grant, provided that no Incentive Stock Option shall be granted to any individual who is ineligible to be granted such Option because his ownership of stock of the Company or its parent or subsidiary corporations exceeds the limitations set forth in Section 422(b)(6) of the Code unless the tern of his Incentive Stock Option does not exceed a period of five years from the date of its grant. In the absence of such determination, the Option shall be exercisable at any time or from time to time, in whole or in part, during a period of ten years from the date of its grant or, in the case of an Incentive Stock Option, the maximum term of such Option. (b) EFFECT OF DISABILITY, DEATH OR TERMINATION OF EMPLOYMENT. The Compensation Committee shall determine the effect on an Option of the disability, death, retirement or other termination of employment of an optionee and the extent to which, and during the period which, the optionee's estate, legal representative, guardian, or beneficiary on death may exercise rights thereunder. Any beneficiary on death shall be designated by the optionee, in the manner determined by the Compensation Committee, to exercise rights of the optionee in the case of the optionee's death. (c) OTHER CONDITIONS. The Compensation Committee may impose such conditions with respect to the exercise of Options, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable. (d) WITHHOLDING. The optionee shall pay to the Company, or make provision satisfactory to the Compensation Committee for payment of, any taxes required by law to be withheld in respect of any Options under the Plan no later than the date of the event creating the tax liability. In the Compensation Committee's discretion, such tax obligations may be paid in whole or in part in shares of Stock, including shares retained from the exercise of the Option creating the tax obligation, valued at the fair market value of the Stock on the date of delivery to the Company as determined in good faith by the Compensation Committee. The Company and any parent corporation or subsidiary corporation of the Company (as defined in Sections 424(e) and (f), respectively, of the Code) -3-

may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the optionee. (e) AMENDMENT OF OPTIONS. The Compensation Committee may amend, modify or terminate any outstanding Option, including substituting therefor another Option of the same or different type, changing the date of exercise or realization and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that the optionee's consent to such action shall be required unless the Compensation Committee determines that the action, taking into account any related action, would not materially and adversely affect the optionee. 7. NON-TRANSFERABILITY. Options granted under the Plan shall not be transferable by the holder thereof otherwise than by will or the laws of descent and distribution, and shall be exercisable, during the holder's lifetime, only by him or her. 8. NO RIGHT TO EMPLOYMENT. No persons shall have any claim or right to be granted an Option, and the grant of an Option shall not be construed as giving an optionee the right to continued employment. The Company expressly reserves the right at any time to dismiss an optionee free from any liability or claim under the Plan, except as specifically provided in the applicable Option. 9. NO RIGHTS AS A SHAREHOLDER. Subject to the provisions of the applicable Option, no optionee or any person claiming through an optionee shall have any rights as a shareholder with respect to any shares of Stock to be distributed under the Plan until he or she becomes the holder thereof. 10. AMENDMENT OR TERMINATION. The Board may amend or terminate the Plan at any time, provided that no amendment shall be made without stockholder approval if such approval is necessary to comply with any applicable tax or regulatory requirement, including any requirement for exemptive relief under Section 16(b) of the Securities Exchange Act of 1934, or any successor provision. 11. STOCKHOLDER APPROVAL. The Plan is subject to approval by the stockholders of the Company by the affirmative vote of the holders of a majority of the shares of capital stock of the Company entitled to vote thereon and present or represented at a meeting duly held in accordance with the laws of the Commonwealth of Massachusetts, or by any other action that would be given the same effect under the laws of such jurisdiction, which action in either case shall be taken within twelve (12) months from the date the Plan was adopted by the Board. In the event such approval is not obtained, all Options granted under the Plan shall be void and without effect.

12. GOVERNING LAW. The provisions of the Plan shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. ADOPTED BY THE BOARD OF DIRECTORS ON JULY 18, 1995.

EXHIBIT 10.61 TABLE OF CONTENTS
PAGE ---Introduction ................................................1 Words with Special Meanings .................................2 Eligibility .................................................4 Vesting .....................................................4 Normal, Early or Late Retirement ............................5 Normal Retirement .........................................5 Early Retirement ..........................................5 Late Retirement ...........................................5 Your Normal Retirement Benefit ..............................6 Your Early Retirement Benefit ...............................8 Your Late Retirement Benefit ................................9 Payment of Your Benefit .....................................9 Normal Form of Payment ....................................9 Optional Forms of Payment ................................10 Small Amounts ............................................11 Electing a Form of Payment ...............................11 If You Leave the Company ...................................12 If You Become Disabled .....................................12 If You Should Die ..........................................13 Loss of Benefits ...........................................14 Social Security Benefits ...................................14 Claiming Your Benefits .....................................15 What Else You Should Know ..................................15 Assignment of Benefits ...................................15 Maximum Benefits .........................................16 Top Heavy Provisions .....................................16 Employment Rights ........................................17 Future of the Plan .......................................17 Pension Benefit Guaranty Corporation .....................18 Your Rights Under ERISA ....................................19 Administration of the Plan .................................21 About This Booklet .........................................22

INTRODUCTION The Pension Plan for Employees of Chase Corporation was designed to add to your income at retirement. Chase Corporation values your continued service and loyalty and is committed to providing quality benefits while you are employed and after you retire. For this reason, the Pension Plan is financed completely through contributions by Chase Corporation. This Pension Plan offers you a source of income when you retire in addition to personal savings and Social Security benefits. The Plan's special features include: - Retirement benefits whether you choose to retire at normal, early or late retirement age - A choice of several benefit payment options - Disability benefits if you become disabled before age 65 and have met the vesting requirements and - Benefits to your beneficiary if you die before retirement and are vested. This Summary Plan Description (SPD) will explain your benefits and rights under the Pension Plan for Employees of Chase Corporation as amended in 1995 and as it applies to employees of Chase Corporation who retire or terminate after December 31, 1995. We hope you will find this information helpful and will discuss it with your family. If you have any questions after reading this SPD, please contact the Plan Administrator at the Company's main office.

WORDS WITH SPECIAL MEANINGS This booklet contains special words and phrases that apply to the Plan. The following definitions will help you understand how the Plan works. ACCRUED BENEFIT is your monthly retirement benefit payable at normal retirement age based on a formula which uses your years of credited service with the Company and your compensation. (See page 6 for the actual benefit formula.) AVERAGE MONTHLY COMPENSATION means the total of your compensation for the 60 consecutive months out of the most recent 120 months of employment during which your compensation was highest, divided by 60. (If you received compensation for less than 60 months, the average will be calculated using the total number of months you received compensation.) BREAK-IN-SERVICE is a Plan year in which you are credited with 500 or fewer hours of service. If you are vested at the time of a break-in-service, your vesting service and credited service will be restored for purposes of the Plan once you resume working 500 or more hours of service a year. If you are not vested at the time of a break-in-service, your pre-break vesting service and credited service will be restored at the completion of the break, provided the length of your break is less than five years or less than your years of vesting service prior to the break, whichever is greater. COMPENSATION means your total base earnings excluding any overtime pay, commissions, bonus payments, severance pay or any other additions to or deductions from regular base compensation. CREDITED SERVICE is used to determine the amount of your benefit. You will earn one year of credited service for each Plan year during which you work 1,000 or more hours of service. If you have less than 1,000 hours of service during a Plan year, you will be credited with 1/10th of a year for each 100 hours of service that you earn.

You will receive a partial year of credited service if you did not complete 1,000 hours of service during the 10month period between March 1,1987 and December 31,1987. Your service during this period will be based on your actual hours of service earned during that period divided by 833.33 rounded to the next highest 1/10th of a year (but not exceeding one year) . Before March 1,1987, you earned a year of credited service in accordance with the Plan provisions in effect at that time. FINAL-3 COMPENSATION means your average monthly earnings for the last three consecutive Plan years ending with the last year used in determining your average monthly compensation. Final-3 compensation does not include compensation greater than the monthly covered compensation level for that Plan year. The covered compensation level is a 35-year average of the maximum amount of wages used to calculate Social Security benefits. Covered compensation levels vary by your year of birth and change each calendar year. The following are examples of 1996 annual covered compensation levels:
YEAR OF BIRTH ------------1931 1941 1951 1961 1996 COVERED COMPENSATION ------------------------$ 27,576 45,204 57,444 62,592

You may contact the Plan Administrator for more information on the covered compensation level. HOURS OF SERVICE means the number of hours for which you are paid or are entitled to be paid by the Company (e.g., paid holidays, vacation, sickness, disability, paid layoff, jury duty, military duty, an absence for maternity or paternity leave and any similar non-working time). These hours of service are used to determine your credited service and vesting service. PLAN YEAR means the period from January 1 through December 31. Before 1988, a Plan year was the period from March 1 through February 28. There was a short Plan year for the 10-month period between March 1, 1987 through December 31, 1987.

VESTING SERVICE determines your right to receive benefits if you terminate employment before retirement. You will earn a year of vesting service for each Plan year in which you are credited with 1,000 or more hours of service. Between February 28, 1987 and December 31,1987, you earned up to two years of vesting service if you had 1,000 hours of service in the 12-month period ending on February 28,1987 and in the 12-month period ending on December 31, 1987. (Prior to March 1, 1975, you earned a year of vesting service for each full or partial year of credited service.) ELIGIBILITY You are eligible for this Plan on the January 1 following completion of six months of employment, provided you are at least 21 years of age and are scheduled to work (or actually work) 1,000 or more hours per year. VESTING Vesting means you have a right to receive a retirement benefit from the Plan. You become vested in your benefits under the Plan once you have completed five years of vesting service. If you leave the Chase Corporation before completion of five years of vesting service, you will forfeit your entire accrued benefit. If the Plan is, or again becomes, top heavy, you will become vested according to the schedule on page 16.

NORMAL, EARLY OR LATE RETIREMENT You may retire and receive a benefit from the Company at normal, early or late retirement. Your benefit will be payable after you retire. NORMAL RETIREMENT The normal retirement age for most participants is age 65. If you were age 60 or over when you were hired, your normal retirement age is the earlier of the date you complete five years of vesting service or the fifth anniversary of the date you began participating in the Plan. You are eligible to receive normal retirement benefits beginning on your normal retirement date which is the first of the month on or after your normal retirement age. EARLY RETIREMENT You are eligible for early retirement once you are at least age 55 and have completed five or more years of vesting service. You may elect to receive benefit payments on the first day of any month after your early retirement date. LATE RETIREMENT You are eligible for a late retirement benefit if you continue to work beyond your normal retirement age. You may elect to receive monthly benefits on the first day of any month after your late retirement date or a lump sum payment any time after your normal retirement age, if you continue working. Federal law requires that you begin receiving benefit payments by the April 1 following the calendar year in which you reach age 70-1/2, even if you have not yet retired.

YOUR NORMAL RETIREMENT BENEFIT The amount you receive from the Plan will equal your vested accrued benefit as determined on the date of your retirement or termination. IF YOU WERE EMPLOYED BEFORE MAY 1,1995 OR ARE COVERED BY A COLLECTIVE BARGAINING AGREEMENT, your accrued benefit is determined using the following formula: The sum of (A minus B) plus C where: (A) (1.5%) of your average monthly compensation, TIMES your years of credited service (to a maximum of 35 years) MINUS (B) (.6%) of your final-3 compensation, TIMES your years of credited service (to a maximum of 35 years) PLUS (C) (.8%) of your average monthly compensation, TIMES your years of credited service in excess of 35 years (to a maximum of 5 years) The amount determined under (13) will not be more than 50% of the amount determined under (A). IF YOU BECAME EMPLOYED ON OR AFTER MAY 1,1995 AND YOU ARE NOT COVERED BY A COLLECTIVE BARGAINING AGREEMENT, your accrued benefit is determined using the following formula: The sum of (A minus B) plus C where: (A) (.75%) of your average monthly compensation, TIMES your years of credited service (to a maximum of 35 years) MINUS (B) (.3%) of your final-3 compensation, TIMES your years of credited service (to a maximum of 35 years) PLUS (C) (.4%) of your average monthly compensation, TIMES your years of credited service in excess of 35 years (to a maximum of 5 years) The amount determined under (B) will not be more than 50% of the amount determined under (A).

EXAMPLE 1 For example, assume you retire in 1996 at age 65, earning $27,000 each year and with 10 years of credited service. If your pay remains constant, your average monthly compensation will equal $2,250. Your final-3 compensation will also equal $2,250. So the accrued benefit in this example will equal $203 per month as calculated below: A = (1.5% times $2,250) TIMES 10 years = $338 B = (.6% times $2,300) TIMES 35 years = $483 C = (.8% times $4,000) TIMES 5 years = $160 So, (A minus B) plus C equals ($338 minus $135) plus $0, or $203. EXAMPLE 2 Assume you retire in 1996 at age 65, earning $48,000 and with 40 years of credited service. If your pay remains constant, your average monthly compensation will equal $4,000. Your final-3 compensation will be equal to $2,300 (the covered compensation level of $27,600 divided by 12). So the accrued benefit in this example will equal $1,777 per month as calculated below: A = (1.5% times $4,000) TIMES 35 years = $2,100 B = (.6% times $2,250) TIMES 10 years = $135 C = (.8% times $2,250) TIMES 0 years = $0 So, (A minus B) plus C equals ($2,100 minus $483) plus $160, or $1,777. IF YOU WERE HIRED ON OR AFTER MAY 1,1995 AND YOU ARE NOT COVERED BY A COLLECTIVE BARGAINING AGREEMENT, YOUR ACCRUED BENEFIT WILL BE BASED ON THE BENEFIT FORMULA DESCRIBED AT THE BOTTOM OF PAGE 6. If the Plan becomes top heavy, your accrued benefit will be determined under the formula described on page 16 and if the top heavy formula gives you a larger benefit than the normal retirement benefit formula, you will receive the larger benefit.

YOUR EARLY RETIREMENT BENEFIT Your early retirement benefit is calculated using the normal retirement benefit formula based on your credited service and compensation at the time of your early retirement. You may elect to have benefit payments start on the first of any month after you retire, up to your normal retirement date. However, if you retire early and begin receiving benefits before your normal retirement date, your monthly normal retirement benefit will be reduced for each full month between your normal retirement date and the date your payments begin. This reduction is made because your monthly benefit will be paid earlier and over a longer period of time. The following chart shows the percentage of your monthly accrued benefit that you would receive at various ages:
YOUR EXACT AGE WHEN RETIREMENT BENEFITS START ------------------------65 64 63 62 61 60 59 58 57 56 55 PERCENTAGE PAID ------------------100.0% 93.3% 86.6% 80.0% 73.3% 66.6% 63.3% 60.0% 56.6% 53.3% 50.0%

For example, suppose you retire at age 60 and your monthly accrued benefit payable from this Plan at early retirement is $800.You can postpone your benefit payments until your normal retirement date and receive your full benefit of $800 per month. If you elect to have your payments start as soon as you retire, you would receive a monthly benefit of approximately $533. This equals your monthly benefit of $800, multiplied by 66.6%.

YOUR LATE RETIREMENT BENEFIT You may also retire after your normal retirement age. Your late retirement benefit will be equal to the greater of: 1) the actuarial equivalent of your accrued benefit as determined on your normal retirement date, or 2) your accrued benefit calculated using your credited service and compensation at the time you retire. Your late retirement benefit will not be less than the normal retirement benefit you could have received from the Plan. If your late retirement benefit is paid as a lump sum, this payment will equal the value of your accrued benefit at the time you receive payment. Any benefits you receive after the lump sum payment will be reduced to reflect the value of the lump sum you received. PAYMENT OF YOUR BENEFIT NORMAL FORM OF PAYMENT IF YOU ARE SINGLE AND WERE EITHER EMPLOYED BEFORE MAY 1,1995 OR ARE COVERED BY A COLLECTIVE BARGAINING AGREEMENT, when you retire and do not choose an optional form of payment, you will receive a monthly benefit for the rest of your life including 120 guaranteed monthly benefit payments. If you die before receiving 120 monthly benefit payments, your beneficiary will receive the remaining guaranteed monthly payments. This is called a 10-year certain and continuous annuity. IF YOU ARE SINGLE AND BECAME EMPLOYED ON OR AFTER MAY 1, 1995 AND ARE NOT COVERED BY A COLLECTIVE BARGAINING AGREEMENT, when you retire and do not choose an optional form of payment, you will receive a monthly benefit for the rest of your life. No benefits would be paid upon your death. This is called a life annuity.

IF YOU ARE MARRIED when you retire and do not choose an optional form of benefit payment, you will automatically receive a qualified joint and survivor annuity. Under this method, a reduced monthly benefit will be payable to you during your lifetime, and after your death, 50% of this reduced amount will continue to your spouse for the rest of his or her lifetime. Payments during your lifetime are reduced because a qualified joint and survivor annuity provides a benefit payable to your spouse after your death for his or her lifetime. The amount of the reduced benefit you will receive under the qualified joint and survivor annuity depends on your age and the age of your spouse on your retirement date. OPTIONAL FORMS OF PAYMENT You may wish to take your benefit in a form other than the normal form. The Plan gives you the option of choosing one of the forms described below. However, if you are married and elect one of the optional forms of payment, or if you wish to designate a person other than your spouse as your beneficiary, you must obtain your spouse's written, notarized consent on the appropriate form. The Plan Administrator must receive your spouse's written and notarized consent before payments begin. The life annuity is a monthly benefit paid during your lifetime. If you elect this form of payment, your monthly benefit payments will be higher than under the joint and survivor annuity or the certain and continuous annuity options. However, with the life annuity, all benefits stop after your death. THE JOINT AND SURVIVOR ANNUITY means you will receive a reduced benefit during your lifetime, with a portion of your reduced benefit (either 50%, 66-2/3%, or 100%, depending on your election) continued after your death to your spouse, or any other person you name as your beneficiary, for the rest of his or her lifetime. The reduction will be based on your age and your spouse's or beneficiary's age when your benefits begin. If your designated beneficiary is someone other than your spouse, you may not elect a joint and survivor annuity option which reduces the amount of the benefit payable to you to less than 50% of the value of your total benefit.

THE CERTAIN AND CONTINUOUS ANNUITY provides a benefit (reduced for employees hired on or after May 1, 1995) for the rest of your life, with payments guaranteed for either 60 or 120 months (depending on your election). If you die before receiving 60 or 120 benefit payments, your beneficiary will continue to receive the same benefit you were receiving for the remainder of the guaranteed payment period. If you elect to receive 60 guaranteed monthly payments, your monthly payment will be higher than the monthly benefit you would receive if you elect 120 guaranteed monthly payments. THE LUMP SUM PAYMENT provides you with a single, lump sum payment instead of monthly retirement benefits. Your benefit will be based on the present value of your monthly accrued benefit as determined using interest rate assumptions specified in the Plan. If you elect a lump sum, your payment will be subject to mandatory federal tax withholding unless you transfer your payment in a direct rollover to an Individual Retirement Account or to another employer plan. SMALL AMOUNTS If the value of your accrued benefit is $3,500 or less when you terminate or retire, you (or in the event of your death, your surviving spouse) will receive a single, lump sum payment. ELECTING A FORM OF PAYMENT You must notify the Plan Administrator, in writing, of your intent to retire and your form of payment within 90 days prior to your retirement. Your payment election must be approved and confirmed by the Plan Administrator at least 30 days before you begin receiving benefits.

IF YOU LEAVE THE COMPANY If you leave the Company and have at least five years of vesting service, you will be entitled to a benefit from the Plan at your normal retirement age. Your accrued benefit will be determined according to the normal retirement benefit formula using your years of credited service and your compensation as of your termination date. Your benefit will be payable on your normal retirement date. However, you may elect to receive a reduced benefit on the first of any month after you reach age 55, provided you had completed five years of vesting service when you terminated employment. Your benefit will be paid according to the normal form of payment at the time you begin receiving payments, unless you elect an optional form of payment. If you are married, your spouse must provide his or her written, notarized consent to your election of an optional form of payment. IF YOU BECOME DISABLED If you become totally and permanently disabled before age 65, you may be eligible for a monthly disability benefit, provided you were vested on the date of your disability. Payment of your monthly disability benefit will begin on the first day of the month following your termination of employment due to your disability. "Total and permanent disability" means you are physically or mentally incapable of performing any job within or outside the Company for wages or profit (except for purposes of rehabilitation). You must submit satisfactory evidence of your disability to the Plan Administrator to receive this benefit. The Company can also request certification that you continue to be disabled at any time. If your disability is caused by addiction to alcohol or narcotics, or is the result of a self-inflicted injury, involvement in a criminal enterprise or service in the armed forces of any country in which a disability benefit is payable, it is not covered by the Plan.

Your disability benefit will be calculated according to your accrued benefit at the time you become disabled. Your disability benefit will be reduced for commencement prior to age 65. As long as you are disabled, payments will continue until you become eligible for early retirement. At that time, you will begin receiving any early retirement benefits for which you are eligible. If you die, your spouse may be eligible for continued benefits based on the form of payment you elected for your disability benefit. Once you are no longer permanently disabled, your disability benefits will stop. If you return to work at Chase Corporation, you may become eligible for a normal or early retirement benefit. In this case, your vesting service and credited service prior to your date of disability will be restored. However, the period of time you were collecting a disability benefit will not be counted as credited service or vesting service for calculating these benefits. IF YOU SHOULD DIE If you should die before retirement from the Company and you are vested in your benefit, your beneficiary will be eligible to receive a benefit from the Plan . If you are married, your beneficiary will be your spouse unless you elect otherwise and your spouse provides his or her written, notarized consent to your beneficiary election. Your beneficiary may receive a lump sum payment based on the present value of 100% of your monthly accrued benefit determined as of your date of death. If your beneficiary is your spouse, he or she may receive a reduced monthly benefit instead of a lump sum. The amount of the monthly benefit is equal to 50% of the amount that you would have received under the 50% joint and survivor annuity if you had terminated employment on your last day of work and survived to your earliest retirement date allowed under the Plan.

Your spouse may begin receiving payments on the first day of any month after your death or, if later, the earliest date you could have begun receiving benefit payments. Your spouse must make an election in order to receive payment in a lump sum instead of the normal monthly pre-retirement survivor benefit. If your beneficiary is not your spouse, he or she will receive payment in a lump sum. If you die after you begin receiving benefits, any payment to your beneficiary will be determined based on the form of payment you elected when you retired. LOSS OF BENEFITS If you terminate employment with Chase Corporation before you have completed five years of vesting service, you will forfeit any benefits you have earned in the Plan. If the Plan becomes top heavy (see pages 16 and 17), you will forfeit any benefits you have accrued if you leave before you complete two years of vesting service. SOCIAL SECURITY BENEFITS Another important part of your retirement income is your Social Security benefit. This benefit is in addition to the retirement benefit provided under this Plan. Social Security benefits may also be payable in the event of your death or disability as well as at retirement. Your Social Security benefits are based on the amount of your earnings that are subject to Social Security taxes (FI.C.A.). Chase Corporation pays half of the cost of your Social Security benefits and you pay the other half by payroll deduction. The amount you will receive from Social Security will depend on your age at retirement and your past earnings which have been subject to Social Security taxes. An estimate of your retirement benefit is available from the Social Security Administration. Contact your local Social Security Administration office for details.

CLAIMING YOUR BENEFITS If you wish to file a claim for benefits under the Plan, the Company will supply you with all the necessary forms. These forms should be filed with the Plan Administrator. If you (or your beneficiary) make a claim for benefits under the Plan and all or any part of it is denied, the Plan Administrator will notify you within 60 days, explain the reasons for the denial and describe any additional information that may be necessary to support or substantiate your claim. In addition, this notice will explain the claim review procedure and cite the specific Plan provisions) on which the denial is based. If any or all of your claim for benefits is denied, you or your beneficiary can request a full and fair review of the decision within 90 days of your receipt of the denial notice. You or your beneficiary may request a hearing by the Plan Administrator, review pertinent documents or submit written issues and comments for review. To make such a request, you should send a letter to the Plan Administrator and include any facts which would be helpful in deciding your case. After the Plan Administrator reviews your claim, it will send you its final decision, and the specific reasons for the decision, within 60 days after receipt of your request (120 days if special circumstances require an extension of time). WHAT ELSE YOU SHOULD KNOW ASSIGNMENT OF BENEFITS You cannot assign, transfer or convey any of the benefits provided by this Plan. Your benefits will be exempt from the claims of creditors to the maximum extent permitted by law. However, part or all of your benefit may be used to provide support to your former spouse or dependents if the Plan is ordered to make payments under a Qualified Domestic Relations Order.

MAXIMUM BENEFITS Federal regulations limit the maximum amount payable from the Plan each year to any one participant and the maximum amount of compensation which can be recognized for plan purposes. If you are affected by these limits, you will be notified by the Plan Administrator. TOP HEAVY PROVISIONS If this Plan becomes a "top heavy" plan, certain provisions apply to all Plan years during which the Plan is top heavy. These top heavy provisions generally are designed to improve the benefits of all Plan participants except for the most highly paid participants. A plan is considered top heavy when the total present value of the accrued benefits of "key employees" under a plan exceed 60% of the total present value of the accrued benefits of all employees under the plan. A key employee refers to certain highly paid employees, or employees who are officers or owners of the Company. If the Plan becomes top heavy, you will become vested according to the following schedule:
YEARS OF VESTING SERVICE -----------------------Less than 2 years 2 but less than 3 3 but less than 4 4 but less than 5 5 or more years VESTED PERCENTAGE ----------------0% 20% 40% 60% 100%

If the Plan is deemed to be top heavy, your accrued benefit shall be no less than the amount determined using the following formula: your average compensation for high five years TIMES the lesser of 20%, or 2% times your years of vesting service.

Average compensation for high five years means the average of your compensation for a five consecutive calendar year period (or period of consecutive years if less than five) during which you received a year of credited service and had the greatest aggregate compensation. Compensation while the Plan is top heavy means your earnings as indicated on your Form W-2. For purposes of this formula, vesting service will not include any year of vesting service completed while the Plan was not a top heavy plan. EMPLOYMENT RIGHTS Participation in this Plan does not guarantee your continued employment with Chase Corporation nor does it guarantee your rights to any benefits except as specified in this Plan. FUTURE OF THE PLAN Chase Corporation expects to continue the Plan indefinitely, but reserves the right to amend or discontinue it at any time. If the Plan is discontinued, you will become 100% vested in your accrued benefit earned as of the Plan's termination date. Whether you eventually receive all or part of your Plan benefit depends on whether there are sufficient assets in the pension fund to pay for it, and if not, whether the benefit is insured by the Pension Benefit Guaranty Corporation (PBGC). (See the section on the PBGC below.) The law establishes priorities as to how the pension fund's assets will be used to provide Plan benefits after Plan termination. Assets are used to pay for the following benefits in the order they are listed below, until the assets are exhausted. - Benefits for (a) those who have received Plan benefits for at least three years before the termination date, and (b) those who could have started receiving benefits at least three years before the termination date. Benefits in these instances will be based on any Plan provision in effect during the five years prior to termination which would produce the lowest amount. In addition, the maximum for those who have received benefits for at least three years would be based on the lowest benefit payment received during that three-year period;

- All other benefits which are insured by the Pension Benefit Guaranty Corporation (see below); - Vested benefits that are not insured by the Pension Benefit Guaranty Corporation; and - Any other benefits earned in the Plan. This includes those benefits which became vested only because of Plan termination. PENSION BENEFIT GUARANTY CORPORATION Benefits under the Plan are insured by the Pension Benefit Guaranty Corporation (PBGC). Generally, the PBGC guarantees most vested normal retirement benefits, early retirement benefits, and certain disability and survivor's benefits. However, the PBGC does not guarantee all types of benefits under covered plans, and the amount of benefit protection is subject to certain limitations. The PBGC guarantees vested benefits at the level in effect on the date of plan termination. However, if benefits have been increased within the five years before plan termination, the whole amount of the plan's vested benefits or the benefit increase may not be guaranteed. In addition, there is a ceiling on the amount of monthly benefit that the PBGC guarantees, which is adjusted periodically. For more information on the PBGC insurance protection and its limitations, ask the Plan Administrator or the PBGC. Inquiries to the PBGC should be addressed to: Pension Benefit Guaranty Corporation, Administrative Review and Technical Assistance Branch, Suite 930,1200 K Street, N.W, Washington, DC 20005 and may also be reached by calling (202) 326-4000.

YOUR RIGHTS UNDER ERISA As a member of the Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act (ERISA). ERISA provides that all Plan participants shall be entitled to: 1. Examine, without charge, at the Company's main office or at certain other Company locations, all Plan documents, including insurance contracts, and copies of all Plan documents filed by the Company with the U.S. Department of Labor, such as annual reports and Plan descriptions. However, you may not inspect materials containing confidential information about other participants. 2. Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator. The Administrator may make a reasonable charge for the copies. 3. Receive a summary of the Plan's annual financial report. The Plan Administrator is required by law to furnish you with a copy of this financial report. 4. Obtain a statement telling you the amount of your accrued benefit. This statement must be requested in writing and is not required to be given more than once a year. The Plan Administrator must provide the statement free of charge. 5. Obtain a statement telling you whether you have a right to receive a benefit from the Plan at normal retirement age and if so, what your benefits would be if you stop working under the Plan now. If you do not have a right to a benefit, the statement will tell you how many more years you have to work to get a right to a benefit. This statement must be requested in writing and is not required to be given more than once a year. The Plan Administrator must provide the statement free of charge. 6. File suit in a federal court if any materials requested are not received within 30 days of your request, unless the materials are not sent because of matters beyond the control of the Plan Administrator. The court may require the Plan Administrator to pay you up to $100 for each day's delay until the materials are received.

In addition to creating rights for Plan participants, ERISA imposes obligations upon the persons who are responsible for the Plan's operation. The law refers to these persons as "fiduciaries." Fiduciaries must act solely in the interest of participants and beneficiaries and they must exercise prudence in the performance of their duties. Fiduciaries who violate ERISA may be removed and required to make good any losses they have caused the Plan. Your employer may not fire you or discriminate against you as a means of preventing you from obtaining a Plan benefit or exercising your rights under ERISA. If your claim to a Plan benefit is denied in whole or in part, you must receive a written explanation of the reason for the denial. You have the right to have the Plan Administrator review and reconsider your claim. If you have any questions about this Plan, you should contact the Plan Administrator. If you are improperly denied a Plan benefit in full or in part, you also have a right to file suit in a federal or state court. If fiduciaries are misusing the Plan's money, you have a right to file suit in a federal court or request assistance from the U.S. Department of Labor. If you are successful in your lawsuit, the court may, if it so decides, require the other party to pay your legal costs such as court costs and attorney's fees. If you lose your lawsuit, the court may order you to pay these costs and fees. The court may do so, for example, if it finds your claim to be frivolous. If you have any questions about this statement or your rights under ERISA, you should contact the nearest Area Office of the U.S. Labor-Management Service Administrator, U.S. Department of Labor.

ADMINISTRATION OF THE PLAN The information below may be helpful if you need further details about Plan administration.
PLAN SPONSOR: Chase Corporation 26 Summer Street Bridgewater, MA 02324

PLAN ADMINISTRATOR:

Plan Committee Chase Corporation 26 Summer Street Bridgewater, MA 02324 (508) 279-1789 Pension Plan for Employees of Chase Corporation January 1 - December 31 March 1, 1975 July 1,1995 001 11-1797126 Defined benefit plan Company contributions based on recommendations by an enrolled actuary Group annuity contract with AUSA Life Insurance Company, Inc.

PLAN NAME:

PLAN YEAR: EFFECTIVE PLAN DATE: AMENDED: PLAN NUMBER: EMPLOYER I.D. NUMBER: TYPE OF PLAN: FUNDING METHOD:

FUNDING MEDIUM:

AGENT FOR SERVICE OF LEGAL PROCESS:

Chase Corporation 26 Summer Street Bridgewater, MA 02324

Exhibit 14 I. CHASE CORPORATION FINANCIAL CODE OF ETHICS APPLICABLE TO THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, CONTROLLER AND OTHER EMPLOYEES WITH IMPORTANT ROLES IN THE FINANCIAL REPORTING PROCESS Chase requires ethical conduct in the practice of financial management throughout its organization. The individuals subject to this Financial Code of Ethics ("Code") have an important role in financial compliance and governance. They are uniquely positioned and empowered to ensure that the interests of the Company and its stockholders are appropriately balanced, protected and preserved. In addition to the Chase Code of Ethical Behavior applicable to all employees, this Code provides principles that these officers and managers must adhere to and advocate concerning financial management. The individuals subject to this Code will: 1. Act at all times with honesty, integrity and independence, avoiding actual or apparent conflicts of interest between personal and professional relationships. 2. Discuss with the Corporate Compliance and Ethics Officer, or, in the case of the Chief Executive Officer, with the Chairman of the Audit Committee and the Corporate Compliance and Ethics Officer, in advance, any transaction that reasonably could be expected to give rise to a conflict of interest. 3. Provide full, fair, accurate, timely and understandable financial disclosures in internal reports as well as all reports and other documents that are filed or submitted by the Company to the Securities and Exchange Commission, any other regulatory body or used in other public communications. 4. Comply with all applicable governmental laws, rules and regulations. 5. Follow and enforce this Code. 6. Formally and promptly communicate any suspected breach of this Code directly to the Corporate Compliance and Ethics Officer or on a confidential basis, which may be done anonymously, through the Company provided Hotlines: 508-279-1789 extension 231 and/or ethics@chasecorp.com. Violation of this Code will result in disciplinary action up to and including termination of employment from the Company.

II. CHASE CORPORATION EMPLOYEE COMPLAINT PROCEDURES FOR FINANCIAL MATTERS ["WHISTLEBLOWER" PROVISION] Any employee of the Company may submit a good faith concern or complaint ("Complaints") regarding accounting, financial reporting, internal accounting controls or auditing matters ("Financial Matters") to the Company without fear of dismissal or retaliation of any kind. The Company is committed to achieving compliance with all applicable securities laws and regulations, including those related to Financial Matters. The Company's Audit Committee of the Board of Directors ("Audit Committee") will oversee treatment of employee Complaints in this area. In order to facilitate the reporting of employee Complaints in a confidential and anonymous manner, the Audit Committee has established the following procedures for the receipt, retention and treatment of Complaints regarding Financial Matters. SUBMISSION OF EMPLOYEE COMPLAINTS o Employees may forward Complaints regarding Financial Matters on a confidential basis, which may be done anonymously, to the Corporate Compliance and Ethics Officer through a Company provided hotline called the Alert Line: (phone # or Email address?). o Additionally, employees with Complaints regarding Financial Matters may report their concerns on a confidential basis directly to the Corporate Compliance and Ethics Officer of the Company at 508-279-1789 extension 231 and/or ethics@chasecorp.com. SCOPE OF MATTERS COVERED BY THESE PROCEDURES These procedures relate to employee Complaints concerning any questionable Financial Matters, including, without limitation, the following: o fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company; o fraud or deliberate error in the recording and maintaining of financial records of the Company; o deficiencies in or noncompliance with the Company's internal accounting controls; o misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company; or o Deviation from full and fair reporting of the Company's financial position and results of operations. 2

TREATMENT OF COMPLAINTS o Upon receipt of a Complaint either from the hotline or directly, the Corporate Compliance and Ethics Officer will (i) determine whether the Complaint actually pertains to Financial Matters and (ii) when possible, acknowledge receipt of the Complaint to the sender. o The Corporate Compliance and Ethics Officer will promptly report any complaints pertaining to Financial Matters to the Audit Committee Chairperson. o Complaints relating to Financial Matters will be reviewed under Audit Committee direction by the Corporate Compliance and Ethics Officer and such other persons as the Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review. o Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee. REPORTING AND RETENTION OF COMPLAINTS AND INVESTIGATIONS o The Compliance and Ethics Officer will maintain a log of all Complaints, tracking their receipt, investigation and resolution and shall prepare a periodic summary report thereof for the Audit Committee. Copies of Complaints and such log will be maintained in accordance with the Company's document retention guidelines. NO RETALIATION o The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of Complaints regarding Financial Matters or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002. 3

III. CHASE CORPORATION DIRECTORS CODE OF BUSINESS CONDUCT AND ETHICS 1. INTRODUCTION The Board of Directors of Chase Corporation ("Board") has adopted this Code of Business Conduct and Ethics for Directors of Chase Corporation ("Code"). This Code is intended to provide guidance to Directors to help them recognize and deal with ethical issues, provide mechanisms to report possible compliance issues and foster a culture of honesty and accountability. Each Director is expected to comply with the letter and spirit of this Code. Good common sense is the best guide. No code can anticipate every situation that may arise. Therefore, this Code is intended to serve as a source of guiding principles for Directors. Directors are expected to bring questions about particular circumstances that may be relevant to provisions of this Code to the attention of the Chairman of the Board. The Chairman may consult with the Company's Corporate Compliance Officer and inside or outside legal counsel as appropriate. Directors who also serve as officers of Chase Corporation ("Company") should read this Code in conjunction with the Chase Corporation Code of Ethical Behavior. 2. CONFLICT OF INTEREST Directors must avoid any conflicts of interest between themselves and the Company. If a Director believes he or she has an actual or potential conflict of interest with the Company, the Director shall notify the Chairman of the Board as promptly as practicable and shall not participate in any decision by the Board that in any way relates to the matter that gives rise to the conflict of interest. A "conflict of interest" can occur when a Director's personal interest interferes in any way - or even appears to interfere with - the interests of the Company. A conflict situation can arise when a Director takes actions or has interests that may make it difficult to perform his or her work as a Company Director objectively and effectively. Conflicts of interest also arise when a Director, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position as a Director of the Company. "Immediate family" includes a Director's spouse, parents, children, siblings, mothers-in-law and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such Director's home. 4

3. CORPORATE OPPORTUNITIES Directors are prohibited from (a) taking for themselves opportunities that are discovered through the use of Company property, information or position, (b) using Company property, information or position for personal gain, and (c) competing with the Company for business opportunities. 4. CONFIDENTIALITY Directors shall maintain during his or her term of office, and after leaving the Board, the confidentiality of confidential information entrusted to them by the Company and any other confidential information about the Company that comes to them, except when disclosure is authorized by the Chairman of the Board or Lead Director or legally mandated. For purposes of this Code, "confidential information" includes all nonpublic or proprietary information relating to the Company. 5. COMPLIANCE WITH LAWS, RULES AND REGULATIONS Directors shall comply with laws, rules and regulations applicable to them as Directors of the Company. 6. COMPETITION AND FAIR DEALING Directors shall endeavor to deal fairly with the Company's customers, suppliers, competitors and employees. No Director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice. 7. PROTECTION AND PROPER USE OF COMPANY ASSETS Directors shall not use Company assets, labor or information for their personal benefit or gain. 8. INSIDER TRADING Directors shall not engage in transactions in Company stock (whether for their own account, for the Company's account or otherwise) while in possession of material, nonpublic information and shall not communicate such information to third parties that may use such information in the decision to purchase or sell Company stock ("tipping"). This policy also applies to information relating to any other company, including the Company's customers and suppliers, that a Director obtains in the course of serving on the Board of Directors. In addition to violating Company policy, insider trading and tipping are illegal. 5

Information may be material if there is a substantial likelihood that the information would affect the price of the Company stock or that a reasonable investor would consider the information significant in deciding whether to buy or sell the Company stock. Such information includes information relating to capital structure, major management changes, contemplated acquisitions or divestitures, and information concerning earnings or other financial information. Information is considered to be non-public if it has not been disclosed to the public. Generally, information is considered disclosed to the public if it has been published in newspapers or the media, has been the subject of a press release or a public filing with the SEC and, in all cases, at least 48 hours has passed since the publication, release or filing. 9. COMPLIANCE PROCEDURES Directors shall communicate any suspected violations of this Code, including any violation of law or governmental rule or regulation, promptly to the Chairman of the Board or the Company's General Counsel. Alleged violations shall be investigated by the Board or by a person or persons designated by the Board and appropriate action shall be taken in the event of any violations of the Code. 10. WAIVERS Waivers of this Code shall be granted only under exceptional circumstances. A waiver of this Code may be made only by the Board, and must be promptly disclosed in accordance with applicable law and the requirements of the American Stock Exchange Corporate Governance Standards. 11. ANNUAL REVIEW The Board shall review and reassess the adequacy of this Code annually and make any amendments to this Code that the Board deems appropriate. 6

EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT Subsidiaries of Chase Corporation as of August 31, 2004 are as follows:
NAME RWA, Inc. Northeast Quality Products Co., Inc. Chase Facile, Inc. Chase Export Corporation JURISDICTION OF INCORPORATION Massachusetts Massachusetts Massachusetts Barbados, W.I.

EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333100101) of Chase Corporation and its subsidiaries of our report dated October 18, 2004 relating to the financial statements, which appears in this Form 10-K.
/S/ PRICEWATERHOUSECOOPERS LLP Boston, Massachusetts November 22, 2004

EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-100101 of Chase Corporation on Form S-8 of our report dated October 24, 2003, on our audits of the consolidated balance sheet of Chase Corporation and subsidiaries as of August 31,2003, and the related consolidated statements of operations, shareholders' equity and cash flows for each year in the two year period ended August 31, 2003, which expresses an unqualified opinion, accompanying the Annual Report on Form 10-K of Chase Corporation for the year ended August 31, 2004.
/S/ LIVINGSTON & HAYNES, P.C. Wellesley, Massachusetts November 15, 2004

EXHIBIT 31.1 CHIEF EXECUTIVE OFFICER CERTIFICATION I, Peter R. Chase, certify that: 1. I have reviewed this Annual Report on Form 10-K of Chase Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have; a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared. b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
Date: November 22, 2004 /s/ PETER R. CHASE Peter R. Chase President & Chief Executive Officer

EXHIBIT 31.2 CHIEF FINANCIAL OFFICER CERTIFICATION I, Everett Chadwick, certify that: 1. I have reviewed this Annual Report on Form 10-Kof Chase Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have; a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared. b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
Date: November 22, 2004 /s/ EVERETT CHADWICK Everett Chadwick Vice President, Finance, Treasurer and Chief Financial Officer

EXHIBIT 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned officer of Chase Corporation (the "Company") hereby certifies that the Company's Annual Report on Form 10-K for the year ended August 31, 2004 (the "Report"), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certificate is furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Date: November 22, 2004

/s/ PETER R. CHASE Peter R. Chase President & Chief Executive Officer

EXHIBIT 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned officer of Chase Corporation (the "Company") hereby certifies that the Company's Annual Report on Form 10-K for the year ended August 31, 2004 (the "Report"), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certificate is furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Date: November 22, 2004

/s/ EVERETT CHADWICK Everett Chadwick Vice President, Finance, Treasurer and Chief Financial Officer


								
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