Edgar Filing: MACDERMID INC

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)

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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
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[X] Definitive Proxy Statement
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MacDermid, Incorporated

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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MACDERMID
Incorporated
245 Freight Street
Waterbury, CT. 06702-0671

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 25, 2001

The Annual Meeting of Shareholders of MacDermid, Incorporated
("MacDermid") will be held at the Naugatuck Valley Community College, Fine Arts
Center, 750 West Main Street, Waterbury, CT. on Wednesday, July 25, 2001 at 3:00
P.M. EDT, for the following purposes:

1. To elect six (6) directors to hold office until the next annual
meeting or until their successors are elected and qualified; and

2. To consider and act on a proposal to approve the MacDermid,
Incorporated 2001 Key Executive Equity Performance Plan dated May 21, 2001; and

3. To consider and act on a proposal to approve the MacDermid,
Incorporated 2001 All Employee Stock Option Plan dated May 21, 2001; and

4. To consider and act upon the ratification of the appointment of
KPMG L.L.P. as independent accountants for 2002; and

5. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on May 25, 2001
as the record date for the determination of shareholders who will be
entitled to notice of and to vote at the meeting.

Whether or not you plan to attend the annual meeting, please promptly vote,
date and sign the enclosed proxy and return it in the enclosed postage-paid
envelope at your earliest convenience prior to the meeting.

Your proxy vote is very important. Prompt return of all your proxies
will minimize proxy solicitation expense, assure a quorum and avoid
confusion and delay at the meeting.

By Order of the Board of Directors,

Waterbury, Connecticut MARY ANNE B. TILLONA
June 1, 2001 Corporate Secretary

(IN ORDER TO AVOID UNNECESSARY EXPENSE), we urge you to indicate voting
instructions on the enclosed proxy and date, sign and return it promptly
PRIOR to the meeting in the envelope provided, no matter how large or small
your holdings may be.

MACDERMID
Incorporated
245 Freight Street
Waterbury, Connecticut 06702-0671
PROXY STATEMENT
GENERAL

THE ACCOMPANYING PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF
MACDERMID, INCORPORATED ("MACDERMID") for use at the annual meeting of
Shareholders of MacDermid and at any and all adjournments thereof (the
"Meeting") to be held, pursuant to the accompanying Notice of Annual Meeting
of Shareholders, at Naugatuck Valley Community College, Fine Arts Center,
Waterbury, CT. on Wednesday, July 25, 2001 at 3:00 P.M., EDT.

Each holder of MacDermid's common stock (the "Common Stock") is
entitled to one vote per share on each matter to be brought before the
Meeting. Valid proxies will be voted as specified thereon at the Meeting.
Any shareholder giving a proxy in the accompanying form (a "Proxy") retains the
power to revoke it at any time prior to the exercise of the powers
conferred thereby by (1) delivering written notice of such revocation to
Mary Anne B. Tillona, Corporate Secretary, MacDermid, Incorporated, 245 Freight
Street, Waterbury, Connecticut 06702-0671; (2) delivering to the Corporate
Secretary a duly executed Proxy or other proxy form bearing a date
subsequent to the date on the given Proxy; or (3) appearing at the Meeting
and requesting to vote his or her shares in person. Any shareholder who
attends the Meeting in person will not be deemed thereby to revoke the Proxy
unless such shareholder affirmatively indicates at the Meeting his or her
intention to vote the shares in person.

Unless a shareholder provides contrary instructions on a Proxy, all
shares represented by the Proxy (if not revoked before such shares are
voted) will be voted for the election of the nominees for directors named
below, and by the persons granted the proxies in their discretion on any other
business properly to come before the Meeting.

MacDermid has retained D.F. King & Co., Inc. of New York, New York
("King") to assist with the solicitation of Proxies and the mailing and
distribution of proxy material. The anticipated cost of King's services is
approximately $4,000, plus reimbursement of expenses. MacDermid
will bear the cost of the solicitation of Proxies, which may include the
reasonable expenses of brokerage firms and others for forwarding Proxies and
proxy material to the beneficial owners of Common Stock of MacDermid. In
addition to the use of the mails, Proxies may be solicited by King and by
regular employees of MacDermid personally or by telephone or telegram.
Votes will be counted by employees of The Bank of New York of New York, New
York, the Corporation's transfer agent. MacDermid currently anticipates that Ms.
Mary Anne B. Tillona, the Corporate Secretary of MacDermid, will be the
Inspector of Election who will certify the votes at the meeting of
shareholders.

Only holders of Common Stock of record at the close of business on
May 25, 2001 are entitled to notice of and to vote at the Meeting. On that
date there were 31,463,574 shares of Common Stock outstanding and entitled
to be voted. Holders of a majority of such outstanding shares, present in
person or represented by proxy, will be necessary to constitute a quorum at the
Meeting. If a quorum is present, the affirmative vote of a majority of the
shares present in person or represented by proxy at the Meeting will be
necessary for the election of each nominee for director and for the approval of
the other items proposed. Abstentions and broker non-votes are counted for
purposes of determining the presence or absence of a quorum. Abstentions are
counted in determining the shares represented at the Meeting with respect to
each proposal presented to shareholders, but broker non-votes are not counted
for such purpose.

Any shares held for the account of a shareholder who participates in
the MacDermid Dividend Reinvestment Plan will be voted automatically with
the shareholder's other shares of Common Stock as directed by the
shareholder on the enclosed Proxy.

The approximate date on which this Proxy Statement and the accompanying
Proxy are first sent to shareholders is June 11, 2001. MacDermid's Annual
Report to Shareholders, containing financial statements for the fiscal year
ended March 31, 2001, accompanies these proxy materials to each shareholder.

EVERY SHAREHOLDER'S VOTE IS IMPORTANT
Please complete, sign and return your proxy card
in the enclosed envelope.

ITEM 1

ELECTION OF DIRECTORS

Mr. Harold Leever, Chairman Emeritus of the Board of Directors and retired
Chairman and President of the Company, passed away in January, 2001. His death
created a vacancy on the Board of Directors, which was not filled by the
remaining members of the Board. The Nominating Committee has therefore
nominated Mr. Robert L. Ecklin to fill the vacancy left by Mr. Leever's passing.

The Board of Directors, pursuant to the By-Laws, as amended, has fixed at
six (6) the number of directors to be elected at the Meeting. Shares
represented by Proxies will be voted for the election of the nominees for
Director listed below, unless otherwise indicated. Each Director of MacDermid
shall serve until the next annual meeting or until his successor has been
elected and qualified. Except for Mr. Ecklin, all nominees are currently
Directors of MacDermid.

Management has no reason to believe that any nominee named below will
be unable to serve as a Director. If at the time of the Meeting a nominee
should be unable to stand for election, it is the intention of the persons
granted the Proxies to vote in their discretion for such person as may be
designated as a nominee by the Board of Directors of MacDermid.

The following information has been provided by each Director nominee.

--NOMINEES FOR DIRECTOR --

DANIEL H. LEEVER Mr. Leever joined MacDermid in
1982. In 1989, he was appointed Senior Vice
President and Chief Operating Officer. The
following year, he was appointed President and
Chief Executive Officer. In 1998, Mr. Leever was
appointed Chairman of the Board and currently
serves as Chairman, President and Chief Executive Officer.
Mr. Leever attended undergraduate school at Kansas
State University and the graduate school at the
University of New Haven School of Business.

Principal occupation -Chairman of the Board and Chief Executive Officer of
MacDermid

Director since 1989

1,597,435 shares - 5.1% (1)

Member of the Executive and Nominating Committees

Age: 52

DONALD G. OGILVIE - Mr. Ogilvie has been
Executive Vice President of the American
Bankers Association since 1985. From 1980 to
1985 he was a Vice President of Celanese Corporation
and from 1977 to 1980 Associate Dean of Yale
University's School of Organization and Management.
Earlier, he held posts in the U.S. Department of
Defense and in the Executive Office of the President
as Associate Director of National Security and
International Affairs in the Office of Management
and Budget. Mr. Ogilvie has a B.A. degree from Yale
University and an M.B.A. from Stanford University's
School of Business.

Principal occupation - Executive Vice President of American Bankers Association

Director since 1986

11,778 shares - *(2) (3)

Member of the Audit, Compensation, Executive and Nominating Committees.

Age: 58

JAMES C. SMITH Mr. Smith is Chairman of
the Board and Chief Executive Officer of
Webster Financial Corporation and its subsidiary,
Webster Bank of Connecticut. From prior to 1987 until
April 2000, Mr. Smith also served as President of
Webster Financial Corporation and Webster Bank.
Mr. Smith is active in a number of organizations
dedicated to enhancing the quality of life in the
communities served by Webster. Mr. Smith has an AB
degree from Dartmouth College.

Principal occupation - Chairman of the Board and Chief Executive Officer of
Webster Financial Corporation and its subsidiary, Webster Bank of Connecticut.

Director since 1994

14,406 shares - * (2) (3)

Member of the Audit, Compensation, Executive and Nominating Committees.

Age: 52

JOSEPH M. SILVESTRI Mr. Silvestri has been a Vice President of Citicorp Venture
Capital Ltd. since 1995. He is a member of the boards of directors and
compensation committees of Triumph Group, Inc, a manufacturer and distributor of
aircraft components, Euramax, a fabricator of aluminum and steel products and
ISG Resources, a manufacturer of building products. Mr. Silvestri is also a
director of Delco Remy, a manufacturer of automotive parts. Mr. Silvestri also
serves on the Boards of Directors of a number of private corporations. Mr.
Silvestri has a BS degree from Pennsylvania State University and an MBA degree
from Columbia Business School.

Principal occupation - Vice President of Citicorp Venture Capital Ltd.

Director since 1999

43,986 shares - * (2) (3)

Member of the Audit, Compensation, Executive and Nominating Committees.

Age: 39

T. QUINN SPITZER, JR. Mr. Spitzer is a partner in McHugh Consulting, a
management consulting firm specializing in business strategy and complexity
management. Mr. Spitzer has been an independent consultant since 1973. In 1978
he joined the consulting firm of Kepner-Tregoe, Inc. of Princeton, N.J. In
1990, he was appointed as President and Chief Executive Officer of
Kepner-Tregoe, and in 1996 he also became Chairman of the Board of
Kepner-Tregoe. In 1999 he established McHugh Consulting. Mr. Spitzer received
his undergraduate education from the University of Virginia and his graduate
education from the University of Georgia. He serves on the Boards of Directors
of a number of organizations, including the National Alliance of Business.

Principal Occupation - Partner, McHugh Consulting

Director since 2000

2,201 shares - *(2) (3)

Member of the Audit, Compensation, Executive and Nominating Committees

Age: 52

ROBERT L. ECKLIN Mr. Ecklin is Executive Vice President-
Optical Communications for Corning Incorporated. He has
held this position since January 2001 and has been Executive
Vice President for Corning since January,1999. He joined
Corning in 1961 in the Engineering Division and has held a
number of manufacturing and operations positions at Corning.
He was formerly plant manager of two Corning facilities and
was named Vice President in 1982. In 1990, Mr. Ecklin was
appointed Senior Vice President and General Manager, Industrial
Products. Mr. Ecklin serves on several boards including Pittsburgh
Corning, Pittsburgh Corning Europe as well as several service
organizations, including the Alliance For Manufacturing and
Technology for the Southern Tier, the Committee of 50, Alfred
Technology Resources, National Alliance of Business and the
State University of New York, Research Board. Mr. Ecklin holds
a bachelor's degree in architectural engineering and has completed
the Executive Management Program at Dartmouth University.

Principal occupation - Executive Vice President of
Corning, Incorporated

0 shares

Nominated for appointment to the Audit, Compensation, Executive and Nominating
Committees.

Age: 62

* Indicates less than 1% of the outstanding shares of Common Stock.

Notes to Election of Directors

(1) Includes 145,866 shares held by MacDermid's Profit Sharing and
Employee Stock Ownership plans (reported as of March 31, 2001), 462,065 shares
which may be acquired upon exercise of options granted under the Special Stock
Purchase Plan and 500,000 shares which may be acquired upon exercise of options
granted under the MacDermid Incorporated Stock Option Plan dated July 6, 1998.
Also includes 10,020 shares which are subject to restrictions on transfer until
May 14, 2002 under the terms of the MacDermid 1995 Equity Incentive Plan.
Includes 5,759 shares held in trust by Mr. Leever for his son and 2,500 shares
owned by his spouse, as to all of which Mr. Leever disclaims beneficial
interest. Also includes 67,989 shares held by a certain trust established by Mr.
Harold Leever, for which Mr. Daniel Leever is co-trustee and 92,055 shares held
by the Leever Foundation, Inc., over which Mr. Leever holds voting power.

(2) Owner has sole voting power.

(3) Includes director's premium options granted under the MacDermid,
Incorporated Stock Option Plan of 2,295, 2,295, 3,501, 1,527 and 0 for Messrs.
Ogilvie, Smith, Silvestri, Spitzer and Ecklin, respectively.

COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has furnished the following report on executive
compensation in the fiscal year ended March 31, 2001.

EXECUTIVE COMPENSATION

The Compensation Committee is primarily responsible for MacDermid's overall
executive compensation policy of compensating MacDermid's officers competitively
with those of comparable companies, rewarding exceptional performance where
appropriate and providing incentive for future performance through cash
incentive payments and equity incentives. In fiscal year 2001, MacDermid's
executive compensation generally had three basic components: annual base
salary, short-term cash incentive bonus and equity incentives (long term
compensation).

In establishing levels of annual salary, incentive bonus and equity
incentives, the Committee generally considers, in order of emphasis, the
following factors: (i) MacDermid's performance, or in certain cases group
performance, relative to Committee expectations, (ii) the performance and
achievements of MacDermid's executives, individually, and collectively, (iii)
the responsibilities of each executive, (iv) the compensation practices of peer
companies, and (v) the level of cash compensation and equity incentives required
to attract and hold qualified executives.

MacDermid uses a comparative group of specialty chemical companies, (the
"Comparator Group") to serve as a factor for determining the appropriate cash
and equity incentive components of the program. The companies in the Comparator
Group are selected based upon their similarity to MacDermid,
relative complexity, and scope. Earnings trends, return on equity and other
performance measures are compared. The size and composition of the Comparator
Group may change from year to year. The Comparator Group differed from the
group of companies included in the Media General Specialty Chemical stock index
used in the Comparative Stock Performance graph on page 9. The Media General
Specialty Chemical stock index, which consists of approximately 70 companies, is
too unwieldy to use for compensation purposes because of the large number of
companies and their disparate compensation practices. The Comparator Group is
not used in the performance graph principally because of the need to maintain
consistency in the indices or peer groups used in the graph.

Before considering the compensation factors discussed above, the Committee
targets annual base compensation at a level which, together with incentive
bonuses, would provide cash compensation to individual executives at below
median market compensation levels for poor corporate or unit performance, at
median market compensation levels for good performance, and above median market
compensation levels for excellent performance.

Executives, other than the Chief Executive Officer, were eligible to
receive incentive bonuses pursuant to MacDermid's Short-Term Executive Incentive
Compensation Plan, the purpose of which is to motivate executives to use their
best efforts to enhance shareholder value through improvements in MacDermid's
financial performance. The Committee used a formula in determining the amount
of the executive incentive bonus. The formula utilizes the following three
factors: (i) the increase in consolidated earnings per share averaged over the
most recent two-year period (the "EPS Change"), (ii) the relationship of net
earnings to net sales ("ROS") and (iii) the relationship of net earnings to
average shareholders' equity ("ROE"). An incentive bonus was paid with respect
to a particular factor only if the EPS Change, ROS or ROE equaled or exceeded
3%, 4% and 14%, respectively. The factors may be measured on corporate or group
performance. The amount of incentive bonus that is actually paid to corporate
executive officers is subject to downward adjustment by the Committee based upon
individual performance.

During the fiscal year ended March 31, 2001, MacDermid's executives were
eligible to receive equity incentives (Stock Options or Restricted Stock Awards)
under the MacDermid Special Stock Purchase Plan (the "Special Stock Purchase
Plan"), the MacDermid, Incorporated 1995 Equity Incentive Plan (the "Equity
Incentive Plan") and stock options under the MacDermid Stock Option Plan dated
July 6, 1998 (the "Stock Option Plan"), (the Special Stock Purchase Plan, Equity
Incentive Plan and Stock Option Plan collectively referred to as the "Plans").

The Committee administers the Plans, and awards equity incentives to
executives and other employees of MacDermid. The purpose of awarding equity
incentives under the Plans is to enable MacDermid to attract, retain and
motivate its employees to exert their best efforts to enhance shareholder value
by giving them the ability to participate in the long-term growth of MacDermid.
The Committee generally considers the same factors in establishing the amounts
of equity awards for MacDermid's executive officers as those listed above. The
amounts of the awards are based upon the relative position of each executive
officer within MacDermid and individual performance independent of the terms and
amount of awards previously granted.

During fiscal year 2001, the Compensation Committee did not authorize any
grants of restricted stock.

Stock options awarded under the Stock Option Plan are in the form of
options to purchase a specified number of shares of MacDermid common stock at an
exercise price which is set at a premium over the market price on the date of
grant. The actual premium is set by the Compensation Committee. The exercise
price for options granted during fiscal year 2001 is a 33% premium above the
average closing price on the five trading days preceding the date of grant. The
period for exercising an option will begin four years after the date of grant
and will end ten years after the date of grant. Vesting requirements, if any,
are established by the Committee. Unless determined otherwise by the
Compensation Committee, the exercise period will automatically terminate ninety
(90) days after the grantee ceases to be employed by the Company on a full time
basis, for any reason. During fiscal year 2001, options were granted to Messrs.
Largan and Bolingbroke to purchase 10,000 and 10,000 shares, respectively of
MacDermid common stock under the terms of the Stock Option Plan. The exercise
price for the foregoing grants was set at a premium of 33% above the average
closing price on the five trading days preceding the date of grant.

Stock Options awarded under the Special Stock Purchase Plan are in the form
of options to purchase a specified number of restricted shares of MacDermid
Common Stock at an exercise price at least 66.6% of the market price of the
Common Stock on the date of award. The options are generally exercisable only
during the four-year period beginning on the date of award. However, at the
1996 Annual Meeting, the shareholders approved amendments to the Special Stock
Purchase Plan which may extend the foregoing exercise period under certain
conditions. The shares of Common Stock acquired upon any exercise are treated
as restricted stock for a period of four years commencing on the date of
exercise. Such shares may not be sold during such period (other than to
MacDermid at the exercise price) and must be resold to MacDermid at the exercise
price if the participant's employment with MacDermid is terminated during such
period, except in the case of death, retirement, permanent disability or
involuntary termination without cause. Such restrictions may, however, be
waived by the Committee in its discretion from time to time. No options were
granted under the special Stock Purchase Plan during fiscal years 1999, 2000 or
2001.

The Committee believes that the Plans allow executive officers to
participate in the enhancement of shareholder value.

CHIEF EXECUTIVE OFFICER COMPENSATION

Compensation for Daniel H. Leever, MacDermid's Chairman and Chief Executive
Officer, was determined in accordance with the terms of the MacDermid,
Incorporated Executive Compensation Plan, the material terms of which were
approved by the Company's shareholders at the 1998 Annual Meeting. Under the
terms of the plan, no base salary is paid to Mr. Leever. The amount of
performance based short-term annual compensation which was paid to Mr. Leever
during fiscal year 2001 was based directly and solely upon the following
factors: (i) earnings per share, and (ii) the two-year average of earnings per
share growth. Compensation under the plan was equal to the sum of two
components. The first component was determined by multiplying a base amount of
$5,415 by the number of cents per share the Company has earned for the fiscal
year up to $1.00. The second component was determined by multiplying the same
base amount by the number of cents per share earned by the Company during the
fiscal year above $1.00, further multiplied by a factor of from 0 to 2.5, which
factor is determined based upon the two year average of earnings per share
growth. For fiscal year 2001, the two year average growth in earnings per share
was zero and the resulting factor was zero. Mr. Leever's annual performance
based compensation was determined and paid solely in accordance with the terms
of the plan as noted above.

Mr. Leever was awarded a multi-year grant of MacDermid stock options in
fiscal year 1999 under the Option Plan and therefore Mr. Leever was not awarded
additional option grants during fiscal year 2001. Mr. Leever did not receive a
grant of restricted stock in fiscal year 2001.

The Company is subject to Internal Revenue Code Section 162(m), which could
limit the deductibility of certain compensation payments to its executive
officers. The Company intends to comply with the requirements of Section
162(m); however, it also weighs the burdens of such compliance against the
benefits to be obtained by the Company and pays compensation that is not fully
deductible if it determines that such payments are in the Company's best
interests. During fiscal year 2001, all compensation paid to the Company's
executive officers was fully deductible by the Company.

Respectfully submitted by,

THE COMPENSATION COMMITTEE
T. Quinn Spitzer, Jr. (Chairman)
Donald G. Ogilvie
James C. Smith
Joseph M. Silvestri

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee is or has been an officer or
employee of the Company or any of its subsidiaries. In fiscal 2001, no
executive officer of the Company served on the compensation committee or as a
director of another entity, one of whose executive officers served on the
Company's Compensation Committee or Board of Directors.

SUMMARY COMPENSATION TABLE

The following Summary Compensation Table summarizes annual, long-term and other compensation paid by MacDermid
for each of its three fiscal years ended March 31, 2001 to MacDermid's Chief Executive Officer and its other
executive officers.

Annual Long-
Compen- Term
sation Compen-
sation
Awards
----------- -----------

Name and Compensation Other Restricted Securities All Other
Principal Position Fiscal Salary Bonus Annual Stock Underlying Compensation
Year Compensation Awards Options/
($) ($) (1) ($) ($) (2) SARs ($) (4)
(#) (3)
-----------

Daniel H. Leever 2001 - 541,500 - - - 3,195,446
Chairman, President and 2000 - 427,500 - - - 6,753,317
Chief Executive 1999 - 1,125,000 - 328,155 500,000 3,374,365
Officer

Stephen Largan 2001 148,340 - - - 10,000 4,025
Vice President - Finance 2000 139,706 30,000 - - 40,000 1,849
1999 35,342 25,000 - - - 1,634

Gregory M. 2001 122,167 - - - 10,000 100,008
Bolingbroke 2000 102,500 30,000 - - 10,000 4,902
Vice President, 1999 99,017 78,000 - 28,558 15,000 7,774
Treasurer and Controller

(1) The bonuses reported were actually paid in the following fiscal year but calculated and accrued
based upon performance in the fiscal year indicated in each case.

(2) Awarded in fiscal year indicated. Amounts reported represent the dollar value of the restricted
stock awards on the date of grant. During fiscal year 2001, Messrs. Leever, Largan and Bolingbroke did not
receive any restricted stock awards. All restricted stock awards in prior fiscal years were made under the
terms of the 1995 Equity Incentive Plan.

(3) Awarded in fiscal year indicated. Awards listed include options to purchase 0; 10,000; and 10,000
shares of MacDermid Common Stock for Messrs. Leever, Largan and Bolingbroke respectively, which options were
granted pursuant to the Stock Option Plan.

(4) Amounts shown for fiscal year 2001 include deemed compensation, which arose from restrictions
lapsing on certain optioned shares exercised in previous years under the MacDermid Incorporated Special Stock
Purchase Plan, in the amount of $3,190,753 in respect of Mr. Leever; and 0 and 94,682 in respect of Messrs.
Largan and Bolingbroke, respectfully. Amounts listed for 2001 also include payments by MacDermid of premiums
for split dollar life insurance in the amount of $4,693 on behalf of Mr. Leever; and Company contributions to
the E.S.O.P. in the amounts of $ 0, $4,025, and $5,326, on behalf of Messrs. Leever, Largan and Bolingbroke,
respectively. The above-named executive officers did not receive contributions to the Profit Sharing Plan for
fiscal year 2001.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

The following table provides information with respect to the aggregate
number of unexercised options held by the Chief Executive Officer and the named
officers as of March 31, 2001.

Shares Number of Value of
Acquired on Securities Unexercised
Exercise Underlying In-the-money
During Unexercised Options at
Fiscal 2001 Options/SARs at FY-end ($)
# Value Realized FY-end (#) Exercisable/
Name $ Exercisable/ Unexercisable
Unexercisable (1)
----------------------------------------------------------------------------

Daniel H.
Leever 0 - 962,065/0 $ 8,136,000/0

Stephen
Largan 0 - 40,000/10,000 0/0

Gregory M.
Bolingbroke 0 17,500/10,000 0/0

(1) All of the options reported for the above-named executive officers were
granted at exercise prices at a premium above the market price on the date of
the grant, which premiums ranged from 28% to 33% based upon the average market
price on the five trading days preceding the date of grant. Calculated using a
market value per share at March 31, 2001 of $18.08.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information regarding options granted
during the fiscal year ended March 31, 2001 by the Company to each of the named
executive officers:

Name Number of Potential
Shares Percent of Exercise Realizable
Underlying Total Price Expiration Value at
Options Options Date Assumed Rates
Granted (1) Granted to ($/Share) of Stock Price
(#) all Appreciation
employees in for Option
F.Y. 2001 Term (2)
5% $10% $
Daniel H.
Leever 0 - - - -

Stephen
Largan 10,000 3.8% $ 30.33 5/11/10 371,388 591,373

Gregory M.
Bolingbroke 10,000 3.8% $ 30.33 5/11/10 371,388 591,373

(1) Represents options granted under the Stock Option Plan. The exercise price
for the foregoing options was set at a 133% premium above the average closing price
for MacDermid common stock on the five trading days preceding the date of grant.

(2) Calculated based upon the average closing price of MacDermid common stock on
the five trading days preceding the date of grant.

EMPLOYEES PENSION PLAN

The MacDermid Employees Pension Plan (the "Pension Plan") is a qualified
defined benefit plan. Pension payments may be made under the Pension Plan upon
normal retirement commencing when an executive reaches age 60 based upon
credited years of service up to a maximum of 30 years. Annual benefits are
calculated on a single-life annuity basis and are subject to offsets for (i)
amounts based on the value of the executive's interest in the Profit Sharing
Plan as of March 31, 1976, if any, and (ii) 0.45% of the lesser of covered
compensation or final average compensation, as defined by the Internal Revenue
Code (the "Code") Section 401(1), multiplied by the years of service.

Under the MacDermid, Incorporated Supplemental Executive Retirement Plan
(the "Supplemental Plan"), executive officers are entitled to the difference
between the benefits actually paid to them under the Pension Plan and the
benefits which they would have received under the Pension Plan were it not for
certain restrictions imposed under the Code relating to the amount of benefits
payable under the Pension Plan and the amount of annual compensation which may
be taken into account in determining benefits under the Pension Plan.

Assuming that there are no changes in the Pension Plan and that
participants historically have had earnings at least equal to the maximum Social
Security wage base in each year of employment with MacDermid, the following
table illustrates the estimated annual benefit payable for life under the
Pension Plan and the Supplemental Plan to an employee retiring at age 60 on
March 31, 2001 with maximum service under the Plan of up to 30 years. These
benefits neither reflect an offset for the participant's March 31, 1976 interest
in the Profit Sharing Plan nor do they recognize a Social Security supplement
which is payable under the Pension Plan until the employee reaches age 65.

ESTIMATED ANNUAL PENSION PAYABLE AT NORMAL RETIREMENT
BASED ON YEARS OF SERVICE INDICATED

Final average
Earnings 10 yrs 15yrs 20 yrs 25yrs 30yrs
150,000 20,390 30,585 40,779 50,974 61,169
200,000 27,890 41,835 55,779 69,724 83,669
250,000 35,390 53,085 70,779 88,474 106,169
300,000 42,890 64,335 85,779 107,224 128,669
350,000 50,390 75,585 100,779 125,974 151,169
400,000 57,890 86,835 115,779 144,724 173,669
450,000 65,390 98,085 130,779 163,474 196,169
500,000 72,890 109,335 145,779 182,224 218,669
600,000 87,890 131,835 175,779 219,724 263,669
700,000 102,890 154,335 205,779 257,224 308,669
800,000 117,890 176,835 235,779 294,724 353,669
900,000 132,890 199,335 265,779 332,224 398,669

Covered compensation under the Pension Plan includes an employee's annual
salary and bonus, which, for the Chief Executive Officer and other named
officers, is set forth in the Summary Compensation Table. Messrs. Leever,
Largan and Bolingbroke have 21, 2 and 8 years of credited service, respectively,
under the Pension Plan.

INDEPENDENT PUBLIC ACCOUNTANTS

In addition to retaining KPMG LLP to audit the consolidated financial
statements for 2001, the Company and its affiliates retained KPMG, as well as
other accounting and consulting firms, to provide various consulting services in
fiscal 2001, and expect to continue to do so in the future. The aggregate fees
billed for professional services in fiscal 2001 for these various services were:

Audit Fees: $640,000 for services rendered for the annual audit of the
Company's consolidated financial statements for fiscal 2001 and the quarterly
reviews of the financial statements included in the Company's Forms 10-Q;

All Other Fees: $712,000 for tax services, including tax planning services
and return preparation; and $336,500 for non-financial statement audit services,
consisting primarily of due diligence procedures associated with mergers and
acquisitions and ISO consulting services.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors (the "Audit Committee") is
comprised of the four directors named below. Each member of the Audit Committee
is an independent director as defined by New York Stock Exchange rules. The
Audit Committee has adopted a written charter which has been approved by the
Board of Directors, and which is set forth in Appendix A of this Proxy
-----------
Statement. The Audit Committee has reviewed and discussed the Company's audited
financial statements with management, which has primary responsibility for the
financial statements. KPMG LLP ("KPMG"), the Company's independent auditors for
2001, are responsible for expressing an opinion on the conformity of the
Company's audited financial statements with generally accepted accounting
principles. The Audit Committee has discussed with KPMG the matters that are
required to be discussed by Statement on Auditing Standards No. 61
(Communication With Audit Committees). KPMG has provided to the Audit Committee
the written disclosures and the letter required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and the Audit
Committee discussed with KPMG that firm's independence. The Audit Committee
also considered whether KPMG's provision of non-audit services to the Company
and its affiliates is compatible with KPMG's independence.

Based on the considerations referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for 2001 and that KPMG be
appointed independent auditors for the Company for fiscal 2002. The foregoing
report is provided by the following independent directors, who constitute the
Audit Committee:

Donald G. Ogilvie (Chairman)
Joseph M. Silvestri
James C. Smith
T. Quinn Spitzer, Jr.

COMPARATIVE STOCK PERFORMANCE

The following graph and chart compare, during the five-year period
commencing March 31, 1996 (at the market close) and ending March 31, 2001, the
annual change in the cumulative total return on MacDermid's Common Stock with
the Standard and Poors 500 and the Media General Specialty Chemicals Stock
indices, assuming the investment of $100 on March 31, 1996 (at the market close)
and the reinvestment of any dividends.

FIVE YEAR CUMULATIVE TOTAL RETURN

(Graph)

Past share performance should not be viewed as necessarily indicative
of future performance.

Graph Dollar Values 1996 1997 1998 1999 2000 2001
------------------- ---- ---- ---- ---- ---- ----
MacDermid, Inc. 100 160 398 470 368 252

Standard & Poors
500 100 101 131 95 121 118

Specialty Chemicals 100 120 177 210 248 194

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND OF MANAGEMENT

The following table sets forth information as of March 31, 2001, (unless
otherwise noted) with respect to ownership of common stock by any person known
by to MacDermid to be a beneficial owner of more than 5% of its common stock, by
MacDermid's C.E.O. and other most highly compensated officers and by all
directors and officers of MacDermid as a group. Unless otherwise noted, each
person has sole voting and disposition power with respect to such person's
shares. The total shares of common stock beneficially owned by the officers
includes the right to acquire ownership through exercisable stock options.

--------------------------------------------------------------------
Beneficial Owner Number of Shares Percent
Beneficially Owned of Class
--------------------------------------------------------------------
FIVE PERCENT BENEFICIAL OWNERS

Citigroup, Inc. 4,249,025 13.6% (1)
399 Park Avenue
New York, New York 10043

MacDermid Employees Profit Sharing, 3,532,327 11.3% (2)
Pension and Stock Ownership Plans
MacDermid Equipment, Inc. 401(K)Plan
245 Freight Street
Waterbury, Connecticut 06702

Ruane, Cunniff & Co., Inc. 2,223,457 7.1% (3)
767 Fifth Avenue
New York, New York 10153-4798

BankBoston Corporation 2,076,249 6.7% (4)
100 Federal Street
Boston, Massachusetts 02110

Ruthann Leever 1,704,826 5.5% (5)
366 Guilds Hollow Road
Bethlehem, CT. 06751

Vanguard/Primecap Fund, Inc. 1,701,000 5.5% (6)
P.O. Box 2600
Valley Forge, PA 19482

Daniel H. Leever 1,597,435 5.1% (7)
c/o MacDermid, Incorporated
245 Freight Street
Waterbury, CT 06702

Thomas W. Smith 1,649,303 5.3% (8)
Thomas N. Tryforos
323 Railroad Avenue
Greenwich, CT. 06830

NAMED EXECUTIVE OFFICERS

Daniel H. Leever 1,597,435 (7) 5.1%

Stephen Largan 42,489 (9) *

Gregory M. Bolingbroke 38,411 (9) *

All Directors, Director 1,750,706 (9) 5.6%
Nominees and Officers
as a group (8 persons)
---------------------------------------------------------------------

*Less than 1% of shares outstanding

(1) The information for Citigroup is taken from its Schedule 13D dated
January 7, 2000. Total includes 3,774,781 shares beneficially owned by Citicorp
Venture Capital Ltd. ("CVC") and 474,244 shares held by an affiliate of CVC, to
which CVC disclaims beneficial ownership.

(2) 3,122,715 shares in the MacDermid Employees Profit Sharing and
Employee Stock Ownership Plans and 16,357 shares in the MacDermid Equipment
Company 401(K) Plan are beneficially owned by the trustee of the plans, First
Union National Bank, and 393,255 shares in the MacDermid, Incorporated Employees
Pension Plan are beneficially owned by the trustee of the plan, Investors Bank &
Trust Company, 24 Federal Street, Boston, MA 02110. Under the terms of the
Profit Sharing Plan and the ESOP, participants have the right to vote the shares
credited to their accounts; however, the trustee may, in its discretion, vote
any shares (including unallocated shares) not voted by the participants. The
trustee of the Pension Plan may vote all the MacDermid shares beneficially owned
thereunder.

(3) The information for Ruane, Cunniff & Co., Inc. is taken from a
Schedule 13G dated February 15, 2001.

(4) The information for BankBoston Corporation("BB") is taken from its
Schedule 13G dated February 16, 1999. BB has sole voting power with respect to
874,055 shares, shared voting power with respect to 1,202,194 shares, sole
dispositive power with respect to 673,355 shares and shared dispositive power
with respect to 1,402,894 shares.

(5) Includes 1,047,853 shares held in trust in the name of Harold
Leever, for which Ms. Leever and Fleet Bank are co-trustees; 264,310 shares held
by Ms. Leever as executrix of the estate of Harold Leever; 92,055 shares held by
the Leever Foundation, for which Ms. Leever is a director holding voting power;
and 35,519 shares in the name of Harold Leever held in the MacDermid Profit
Sharing and Employee Stock Ownership Plans, for which Ms. Leever disclaims
beneficial ownership.

(6) The information for Vanguard Primecap Fund, Inc. is taken from its
Schedule 13G dated February 11, 2000.

(7) Additional explanation of the shares beneficially owned by Mr.
Leever is provided in the footnotes under Election of Directors.

(8) The information for Mr. Smith and Mr. Tryforos is taken from a
Schedule 13G dated February 14, 2001 filed jointly on behalf of Mr. Smith
and Mr. Tryforos. Each of Mr. Smith and Mr. Tryforos has shared power to vote
or direct the vote and shared power to dispose or to direct the disposition of
1,574,108 shares; Mr. Smith has sole power to vote and dispose of 75,195
shares, and Mr. Tryforos has sole power to vote and dispose of no shares.

(9) Includes 1,029 and 11,739 shares which are held by Messrs. Largan
and Bolingbroke, respectively, in the MacDermid Profit Sharing and Employee
Stock Ownership Plans (reported as of March 31, 2001) as well as 5,029 shares
held by Mr. Bolingbroke which are subject to restrictions on transfer under the
terms of the MacDermid, Incorporated 1995 Equity Incentive Plan; and options to
purchase 40,000; and 17,500 shares of MacDermid common stock granted to Messrs.
Largan and Bolingbroke respectively,under the Stock Option Plan.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers, directors and persons who own more than 10% of
a registered class of the Company's equity securities to file reports of
ownership with the Securities and Exchange Commission, the New York Stock
Exchange and Keystone. Except as noted below, and based solely on the review of
the copies of such reports filed with the Securities and Exchange Commission,
the Company believes that during fiscal 2001 its executive officers, directors
and 10% stockholders complied with all applicable filing requirements under
Section 16(a).

Mr. Spitzer filed one late Form 3 disclosing his initial holdings of the
Company's stock after his election as director.

INTERESTS OF MANAGEMENT AND OTHERS
IN CERTAIN TRANSACTIONS AND FAMILY RELATIONSHIPS

During fiscal 2001, the Company engaged the services of McHugh Consulting,
a consulting firm for which Mr. Spitzer, a director of the Company, is a
partner. The Company paid McHugh Consulting approximately $20,500 for such
services.

ADDITIONAL INFORMATION RELATING TO
THE BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors held six (6) regular meetings during the 2001 fiscal
year. Each of the current members of the Board of Directors attended all of the
meetings of the Board and the committees of which they were members. The Board
has Audit, Compensation, Executive and Nominating Committees.

The Audit Committee recommends independent auditors, reviews the scope of
the audit examination and the independence of the auditors, reviews and approves
non-audit services provided by the auditors, reviews findings and
recommendations of the auditors and management's response thereto and reviews
MacDermid's internal audit function. The Committee met two (2) times during the
2001 fiscal year. Members of the Committee during fiscal year 2001 were Donald
G. Ogilvie (Chairman), James C. Smith, Joseph M. Silvestri and T. Quinn Spitzer,
Jr.

The Compensation Committee reviews and makes recommendations to the Board
with respect to officer compensation and it administers the Special Stock
Purchase Plan and the Stock Option Plan, determining the persons to whom stock
options are to be granted, the number of options to be granted, the conditions
of the grant, and the manner in which the exercise price shall be payable. The
Committee also administers the Equity Incentive Plan. The Committee, which met
five (5) times during the 2001 fiscal year, included T. Quinn Spitzer, Jr.
(Chairman), Donald G. Ogilvie, James C. Smith and Joseph M. Silvestri.

The Executive Committee may exercise, subject to limitations prescribed by
law, those powers assigned to it by the Board of Directors. The Committee,
which did not meet during the 2001 fiscal year, includes all members of the
Board of Directors.

The Nominating Committee reviews and makes recommendations to the Board
with regard to director nominees. Any shareholder wishing to recommend a
nominee to the Board should do so in writing addressed to Mary Anne B. Tillona,
Secretary, MacDermid, Incorporated, 245 Freight Street, Waterbury, Connecticut
06702-0671. The Committee, which met once during the 2001 fiscal year, included
Daniel H. Leever, Donald G. Ogilvie, James C. Smith, Joseph M. Silvestri and T.
Quinn Spitzer, Jr.

Directors who are employees or former employees of MacDermid received no
compensation in addition to their salaries and benefits received as employees.
Directors who are not employees or former employees were paid $1,000 for each
meeting of the Board attended, $15,000 in premium options under the Stock Option
Plan, $150 for each committee meeting attended not coincident with a meeting of
the Board, a quarterly cash retainer of $750, and an annual retainer of $8,000,
payable in shares of MacDermid Common Stock. Mr. Silvestri has requested that
he receive all compensation in the form of options to purchase Company stock and
Mr. Spitzer has requested that he receive all compensation in the form of
Company stock and options. MacDermid provided up to $50,000 group term life
insurance for each outside director, for which it paid a nominal amount in
premiums during the 2001 fiscal year.

ITEM 2.

PROPOSAL TO APPROVE THE MACDERMID, INCORPORATED
2001 KEY EXECUTIVE PERFORMANCE EQUITY PLAN

On May 21, 2001 the Board of Directors adopted, subject to approval by the
shareholders, the MacDermid, Incorporated 2001 Key Executive Performance Equity
Plan (the "Executive Plan"), which is a performance-based plan which provides
for the ability to grant to directors, executives and other key employees of
MacDermid and its subsidiaries options to purchase MacDermid Common Stock under
the terms and conditions of the Executive Plan. The Executive Plan closely
aligns the incentive compensation of MacDermid's directors, executives and key
employees to the interests of the Company's shareholders, since the amount of
incentive compensation received by such individuals under the Executive Plan is
based upon both (i) MacDermid's earnings performance and (ii) MacDermid's share
price relative to other specialty chemical companies. Currently, there are six
(6) directors and fifty seven (57) executives and other key employees world-wide
who would be eligible to receive option grants under the Executive Plan.

The Board believes that it is advisable to adopt the Executive Plan because
it will enable MacDermid and its subsidiary corporations to grant their
employees and directors the means to acquire a proprietary interest in
MacDermid, thereby providing additional financial incentives for such employees
and directors to contribute to MacDermid's growth and profitability. The
Executive Plan will provide incentives to such executives to achieve high
earnings targets and to outperform the market relative to other specialty
chemical companies. Further, The Board believes that the advisability of such
incentives will be a factor in attracting and retaining these highly competent
individuals upon whose judgment and leadership, MacDermid's continuing success
in large measure depends. The Board of Directors unanimously recommends that the
shareholders approve the Plan.

The principal provisions of the Plan are summarized below. This summary is
qualified in its entirety by reference to the Executive Plan, a copy of which is
attached hereto as Appendix B.
-----------

The Executive Plan is administered by a committee of not fewer than two
members of the Board of Directors (the "Committee"), each of whom must be a
"disinterested person" within the meaning of Rule 16b-3(c) under the Securities
Exchange Act of 1934, as amended ("Rule 16b-3") and an "outside director" within
the meaning of section 162(m)(4)(c)(i) of the Internal Revenue Code (the
"Code"). The Committee may adopt such rules and regulations as it may deem
desirable for administration of the Executive Plan.

Under the Executive Plan, options may be granted to purchase an aggregate
amount of up to three million (3,000,000) shares of Common Stock. Such shares
may be treasury shares or may be authorized and unissued shares. The option
exercise price will be the fair market value of MacDermid's Common Stock at the
time the option is granted, adjusted annually based upon the S&P Specialty
Chemicals Index. Options will normally vest at the end of four (4) years after
the date of grant in an amount equal to the amount of the initial grant,
multiplied by an option multiple determined by the Committee. The option
multiple or fraction will be based upon the cumulative percentage growth in
Owner Earnings during the four year vesting period. Owner Earnings is a measure
of free cash flow generated by the business and equals the net cash flow
generated from operations, less the net capital expenditures (capital
expenditures less amounts received from dispositions) incurred by MacDermid
during the corresponding period, plus or minus the increase or decrease in cash
during such period. Options will also vest immediately upon retirement at
normal retirement age.

The period for exercising an option ("Exercise Period") will begin on the
date the option vests, which if the Company achieves the Owner Earnings targets
set by the Board of Directors will be four (4) years after the date of grant,
and will end ten (10) years after the date of grant. Unless specifically
determined otherwise by the Committee, the Exercise Period will automatically
terminate ninety (90) days after the grantee ceases to be employed by MacDermid
on a full time basis for any reason other than retirement at normal retirement
age. Full payment for shares purchased, together with the amount of any
exercise due in respect of the sale issue thereof, will be paid at the time of
exercise of an option.

Unless specifically determined otherwise by the Committee, options granted
under the Plan are not assignable or transferable by a participant except by
will or the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined under the Code or Title I of the Employee Retirement
Income Security Act of 1974 or the rules thereunder.

The Board may amend, suspend or terminate the Executive Plan or any portion
thereof at any time provided that (a) no such action will be taken which impairs
the rights of any participant under any outstanding option without such
participant's consent, and (b) no amendment will be made without stockholder
approval if such approval is necessary to comply with any tax or regulatory
requirement.

In the event that MacDermid's outstanding shares of Common Stock are
increased or decreased as the result of a stock dividend, stock split,
recapitalization or other similar event, the number of shares available for
issuance under the Executive Plan may be adjusted to the extent the Committee
deems appropriate to preserve the rights of the participants.

In addition, if MacDermid reclassifies or exchanges outstanding shares of
Common Stock, consolidates or merges with or into another corporation or
otherwise recapitalizes or reorganizes (other than with a subsidiary controlled
by MacDermid) or sells or conveys to another corporation all or substantially
all of MacDermid's assets (each a "Reorganization"), the Committee shall have
the right to substitute in any previously granted options the same kind and
amount of securities and property which the participant would have been able to
acquire if the participant had exercised such option immediately before the
first of such Reorganizations and continued to hold such securities and property
less all securities and property to be surrendered in connection with such
Reorganization.

A person who is granted an option under the Executive Plan will not have
taxable income on the date of grant unless the option has a readily
ascertainable fair market value at that time. However, generally there is no
such readily ascertainable fair market value for these options. The holder of an
option granted under the Executive Plan that does not have taxable income on the
date of grant will be deemed to have received compensation income on the date of
exercise equal to the difference between the option exercise price and the fair
market value of the shares on the date of exercise. The optionee's basis in
such shares will be increased by the amount which is deemed compensation income.
For the year in which such an option is exercised, the Company will be entitled
to a deduction equal to the amount the optionee is required to include in his or
her income as compensation, provided the Company satisfies its reporting
requirements. When the optionee disposes of such shares, he or she will
recognize capital gain or loss in an amount equal to the difference between the
amount realized on disposition and the basis in the shares (as increased by the
amount of compensation income previously realized by the optionee). Any capital
gain on an optionee's disposition of shares that are held for more than 12
months will be subject to tax at a maximum long-term capital gain rate of 20%.
Any capital gain on an optionee's disposition of shares held for 12 months or
less will be subject to tax at ordinary rates.

The Executive Plan is not subject to any provisions of the Employee
Retirement Income Security Act of 1974, as amended. The Plan is not intended to
be qualified under Section 401(a) of the Code.

Any options granted under the Executive Plan are subject to, and will
become exercisable only upon approval of the Executive Plan by the Company's
shareholders.

Approval of this proposal will require the affirmative vote of a majority
of the common shares represented at the Annual Meeting of Shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL

ITEM 3.

PROPOSAL TO APPROVE THE MACDERMID, INCORPORATED
2001 ALL EMPLOYEE OPTION PLAN

On May 21, 2001 the Board of Directors adopted, subject to approval by the
shareholders, the MacDermid, Incorporated 2001 All Employee Option Plan (the
"Option Plan"), which is a broad based equity plan that provides the ability to
grant to all employees of MacDermid and its subsidiaries options to purchase
MacDermid Common Stock under the terms and conditions of the Option Plan.
Currently, there are approximately two thousand nine hundred (2,900) employees
world-wide who would be eligible to receive option grants under the Option Plan.

The Board believes that it is advisable to adopt the Option Plan because it
will enable MacDermid and its subsidiary corporations to grant all employees the
means to acquire a proprietary interest in MacDermid and provide additional
financial incentives for such employees to contribute to MacDermid's growth and
profitability. The Board of Directors unanimously recommends that the
shareholders approve the Plan.

The principal provisions of the Plan are summarized below. This summary is
qualified in its entirety by reference to the Option Plan, a copy of which is
attached hereto as Appendix C.
-----------

The Option Plan is administered by a committee of not fewer than two
members of the Board of Directors (the "Committee"), each of whom must be a
"disinterested person" within the meaning of Rule 16b-3(c) under the Securities
Exchange Act of 1934, as amended ("Rule 16b-3") and an "outside director" within
the meaning of section 162(m)(4)(c)(i) of the Internal Revenue Code (the
"Code"). The Committee may adopt such rules and regulations as it may deem
desirable for administration of the Option Plan.

Under the Option Plan, options may be granted to purchase an aggregate of
up to one million (1,000,000) shares of Common Stock. Such shares may be
treasury shares or may be authorized and unissued shares. All employees would
be eligible to receive option grants under the Option Plan. All option grants
will be at the discretion of the Committee. The option exercise price will be
the fair market value of MacDermid's Common Stock at the time of grant. Options
will vest on the earlier of (i) the end of four (4) years after the date of
grant; or (ii) upon retirement at normal retirement age.

The period for exercising an option ("Exercise Period") will begin on the
date the option vests and will end ten (10) years after the date of grant.
Unless specifically determined otherwise by the Committee, the Exercise Period
will automatically terminate ninety (90) days after the grantee ceases to be
employed by MacDermid on a full time basis, for any reason other than retirement
at normal retirement age. Full payment for shares purchased, together with the
amount of any exercise due in respect of the sale issue thereof, will be paid at
the time of exercise of an option.

Unless specifically determined otherwise by the Committee, options granted
under the Option Plan are not assignable or transferable by a participant except
by will or the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined under the Code or Title I of the Employee
Retirement Income Security Act of 1974 or the rules thereunder.

The Board may amend, suspend or terminate the Option Plan or any portion
thereof at any time provided that (a) no such action will be taken which impairs
the rights of any participant under any outstanding option without such
participant's consent, and (b) no amendment will be made without stockholder
approval if such approval is necessary to comply with any tax or regulatory
requirement.

A person who is granted an option under the Option Plan will not have
taxable income on the date of grant unless the option has a readily
ascertainable fair market value at that time. However, generally there is no
such readily ascertainable fair market value for these options. The holder of an
option granted under the Option Plan that does not have taxable income on the
date of grant will be deemed to have received compensation income on the date of
exercise equal to the difference between the option exercise price and the fair
market value of the shares on the date of exercise. The optionee's basis in
such shares will be increased by the amount which is deemed compensation income.
For the year in which such an option is exercised, the Company will be entitled
to a deduction equal to the amount the optionee is required to include in his or
her income as compensation, provided the Company satisfies its reporting
requirements. When the optionee disposes of such shares, he or she will
recognize capital gain or loss in an amount equal to the difference between the
amount realized on disposition and the basis in the shares (as increased by the
amount of compensation income previously realized by the optionee). Any capital
gain on an optionee's disposition of shares that are held for more than 12
months will be subject to tax at a maximum long-term capital gain rate of 20%.
Any capital gain on an optionee's disposition of shares held for 12 months or
less will be subject to tax at ordinary rates.

The Option Plan is not subject to any provisions of the Employee Retirement
Income Security Act of 1974, as amended. The Plan is not intended to be
qualified under Section 401(a) of the Code.

Any options granted under the Option Plan are subject to, and will become
exercisable only upon approval of the Option Plan by the Company's shareholders.

Approval of this proposal will require the affirmative vote of a majority
of the common shares which are represented at the Annual Meeting of
Shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL

ITEM 4.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT ACCOUNTANTS

The independent public accountants for MacDermid for fiscal year 2001 were
KPMG LLP ("KPMG"), which firm has been selected to be MacDermid's auditors for
fiscal year 2002 by the Board of Directors, subject to the ratification of the
shareholders. At the Meeting, a representative of KPMG will have the
opportunity to make a statement if he or she wishes to do so and will be
available to answer any appropriate questions that may be asked by shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.

SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

Shareholder proposals for inclusion in the proxy statement relating to the
2002 annual meeting must comply in all respects with the rules and regulations
of the Securities and Exchange Commission and be received at MacDermid's
principal executive offices at 245 Freight Street, Waterbury, Connecticut
06702-0671 no later than May 6, 2002. Such proposals should be addressed to the
attention of Mary Anne B. Tillona, Secretary.

MISCELLANEOUS

The Board of Directors knows of no matters other than those referenced in
the Notice of Annual Meeting which are to be brought before the Meeting.
However, if any other matters are properly presented, it is the intention of the
persons named in the Proxy to vote the Proxy in accordance with their best
judgment.

It is important that proxies be returned prior to the Meeting.
Shareholders Are urged to sign and date the enclosed Proxy and promptly return
it in the Enclosed envelope.

June 1, 2001 MARY ANNE B. TILLONA
Secretary

MACDERMID, INCORPORATED WILL PROVIDE WITHOUT CHARGE, TO ANY SHAREHOLDER,
UPON WRITTEN REQUEST, A COPY OF ITS ANNUAL REPORT ON FORM 10-K TO THE SECURITIES
AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED MARCH 31,2001. SUCH REQUEST
SHOULD BE DIRECTED TO MARY ANNE B. TILLONA, SECRETARY, MACDERMID, INCORPORATED,
245 FREIGHT STREET, WATERBURY, CONNECTICUT 06702-0671.

APPENDIX A

MACDERMID, INCORPORATED

AUDIT COMMITTEE CHARTER

ORGANIZATION

There shall be a committee of the board of directors to be known as the audit
committee. The audit committee shall be composed of directors who are
independent of the management of the corporation and are free of any
relationship that, in the opinion of the board of directors, would interfere
with their exercise of independent judgment as a committee member.

STATEMENT OF POLICY

The audit committee shall provide assistance to the corporate directors in
fulfilling their responsibility to the shareholders, potential shareholders, and
investment community relating to corporate accounting, reporting practices of
the corporation, and the quality and integrity of the financial reports of the
corporation. In doing so, it is the responsibility of the audit committee to
maintain free and open means of communication between the directors, the
independent auditors, the internal auditors, and the financial management of the
corporation.

RESPONSIBILITIES

In carrying out its responsibilities, the audit committee believes its policies
and procedures should remain flexible, in order to best react to changing
conditions and to ensure to the directors and shareholders that the corporate
accounting and reporting practices of the corporation are in accordance with all
requirements and are of the highest quality.

In carrying out these responsibilities, the audit committee will:

- Review and recommend to the directors the independent auditors to be
selected to audit the financial statements of the corporation and its divisions
and subsidiaries.

- Review, on a periodic basis, all relationships between the independent
auditors and the corporation in order to determine whether any such relationship
has a likelihood of compromising the auditor's independence and take action to
ensure that independence is maintained.

- Meet with the independent auditors and financial management of the
corporation to review the scope of the proposed audit for the current year and
the audit procedures to be utilized, and at the conclusion thereof review such
audit, including any comments or recommendations of the independent auditors.

- Review with the independent auditors, the company's internal auditor, and
financial and accounting personnel, the adequacy and effectiveness of the
accounting and financial controls of the corporation, and elicit any
recommendations for the improvement of such internal control procedures or
particular areas where new or more detailed controls or procedures are
desirable. Particular emphasis should be given to the adequacy of such internal
controls to expose any payments, transactions, or procedures that might be
deemed illegal or otherwise improper. Further, the committee periodically
should review company policy statements to determine their adherence to the
appropriate standards.

- Review the internal audit function of the corporation including the
independence and authority of its reporting obligations, the proposed audit
plans for the coming year, and the coordination of such plans with the
independent auditors.

- Receive prior to each meeting, a summary of findings from completed
internal audits and a progress report on the proposed internal audit plan, with
explanations for any deviations from the original plan.

- Review the financial statements contained in the annual report to
shareholders with management and the independent auditors to determine that the
independent auditors are satisfied with the disclosure and content of the
financial statements to be presented to the shareholders. Any changes in
accounting principles should be reviewed.

- Provide sufficient opportunity for the internal and independent auditors
to meet with the members of the audit committee without members of management
present. Among the items to be discussed in these meetings are the independent
auditors' evaluation of the corporation's financial, accounting, and auditing
personnel, and the cooperation that the independent auditors received during the
course of the audit.

- Review sufficiency of accounting and financial human resources and
succession planning within the company.

- Submit the minutes of all meetings of the audit committee to, or discuss
the matters discussed at each committee meeting with, the board of directors.

- Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if, in its
judgment, that is appropriate.

Appendix B

MACDERMID, INCORPORATED 2001 KEY EXECUTIVE
PERFORMANCE EQUITY PLAN
DATED MAY 21, 2001

1. PURPOSES.
--------

The purposes of the MacDermid, Incorporated 2001 Key Executive Performance
Equity Plan (the "Plan") are (i) to enable MacDermid, Incorporated and its
subsidiary corporations (hereinafter referred to, unless the context otherwise
requires, as the "Company") to grant to its key employees and directors the
means to acquire a proprietary interest in the Company, in order that such
persons will have additional long term financial incentives to contribute to the
Company's growth and profitability; (ii) to enhance the ability of the Company
to attract and retain in its employ and service individuals of outstanding
ability upon whom the success of the Company will depend; and (iii) to align the
interests of the Company's directors and key employees with those of its
shareholders.

2. ADMINISTRATION.
--------------

The Plan shall be administered by a committee of not fewer than two members of
the Board of Directors (the "Committee") appointed by the Board of Directors of
the Company (the "Board"); Each member of the Committee shall be a
"disinterested person" within the meaning of Rule 16b-3(b) under the Securities
Exchange Act of 1934, as amended (the "Act") and an "outside director" within
the meaning of Section 162(m)(4)(C)(i) of the Internal Revenue Code of 1986, as
amended (the "Code"). The Committee may adopt such rules and regulations as it
may deem necessary or advisable for the administration of the Plan, provided
however that the Committee shall have no authority to take any action if the
authority to take such action, or the taking of such action, would disqualify
the Plan from the exemption provided by Rule 16b-3 under the Act or any
successor provision.

3. GRANT OF AWARDS.
-----------------

Subject to the terms and provisions of the Plan, options to purchase shares of
Common Stock of the Company shall be granted on behalf of the Company by, and at
the discretion of, the Committee. Subject to the terms of the Plan, the
Committee may place restrictions on options granted, as the Committee deems
appropriate. The Committee, from time to time within the limits of the Plan,
shall determine the persons to whom options are to be granted, the number of
shares to be optioned, the manner in which the option price shall be payable and
other conditions and limitations applicable to the exercise of the options.
Options granted under the Plan may be either incentive stock options, within the
meaning of Section 422 of the Code, or non-qualified stock options. Each option
granted under the Plan shall be designated by the Committee at the time the
option is granted as either an incentive stock option or a non-qualified stock
option.

4. SHARES SUBJECT TO THE PLAN.
------------------------------

Subject to adjustment as provided herein, an aggregate of three million
(3,000,000) shares of the Common Stock of the Company (the "Common Stock"),
shall be available for issuance pursuant to options granted under the Plan.
Such shares may be authorized and unissued shares or shares held in the
Company's treasury. All shares subject to options that shall have terminated or
shall have been forfeited in whole or in part or canceled for any reason (other
than by surrender for cancellation upon any exercise of all or part of such
options) shall be available for issuance pursuant to options granted
subsequently under the Plan.

5. PARTICIPANTS.
------------

Key employees, as designated by the Committee, and directors of the Company
shall be eligible to receive options and thereby become participants in the
Plan. Receipt of an option shall in no way be deemed to constitute a contract
or promise of continued employment by the Company or appointment to the Board.

6. OPTION PRICE.
-------------

The price per share at which Common Stock may be purchased upon exercise of an
option under the Plan shall be the fair market value of such shares at the time
the option is granted, adjusted annually on such date as determined by the
Committee, based upon the S&P Specialty Chemicals Index, or such other index as
determined by the Committee. For purposes of the Plan, "fair market value"
shall mean the average closing price of the Company's Common Stock on the final
five (5) trading days preceeding the date of grant.

7. RIGHT TO EXERCISE.
-------------------

Except as otherwise provided in Section 11 and 12 of this Plan, subject to the
Company attaining Owner Earnings targets established by the Committee, options
granted under the Plan will first become exercisable by the grantee, or "vest,"
at the end of four (4) year period commencing on the date of grant. The amount
of vested options shall be determined by multiplying the amount of options
specified in the option grant by a multiplier based upon the Company's
cumulative Owner Earnings growth during the four (4) year vesting period. The
specific multiplier formula and applicable Owner Earnings targets shall be
determined by the Committee for each grant. For purposes of this Plan, "Owner
Earnings" shall mean the net cash flow generated from operations of the Company,
less net capital expenditures during the corresponding period, plus or minus the
increase or decrease in cash during such period, or such other calculation as
determined by the Committee. Options shall also vest immediately upon normal
retirement at or after the age of sixty (60).

8. EXERCISE PERIOD.
----------------

Subject to Section 12, the period for exercising an option (the "Exercise
Period") shall begin on the later of (i) the date such option vests, as
determined in accordance with this Plan, and (ii) the date of approval of the
Plan by the Company's shareholders, and shall end ten (10) years after the date
of grant. Notwithstanding the foregoing, unless specifically determined
otherwise by the Committee, the Exercise Period shall automatically terminate
ninety (90) days after the grantee ceases to be employed by the Company on a
full time basis, for any reason other than normal retirement at or after the
attainment of age sixty (60).

9. PAYMENT FOR SHARES AND RELATED MATTERS.
-------------------------------------------

Full payment for shares purchased pursuant to the exercise of an option granted
under this Plan, together with the amount of any tax or excise due in respect of
the sale and issue thereof, shall be paid at the time of such exercise and shall
be made in cash or by certified or bank cashier's check or, in the discretion of
the Committee, in whole or in part by delivery of shares of Common Stock of the
Company having a fair market value at the date of such delivery (determined in a
manner approved by the Committee) of not less than the amount for which payment
is being made by delivery of the shares. The Company shall issue no
certificates for shares until (a) full payment therefor has been made and (b)
the participant purchasing such shares provides for payment to (or withholding
by) the Company of all amounts required under then applicable provisions of the
Code and state and local tax laws to be withheld with respect to such purchase,
and a participant shall have none of the rights of a stockholder until
certificates for the shares purchased are issued to him or her.

10. NONTRANSFERABILITY.
------------------

Unless specifically determined otherwise by the Committee, no option shall be
assignable or transferable by a participant otherwise than by will or by the
laws of descent and distribution or pursuant to a qualified domestic relations
order as defined by the Internal Revenue Code of 1986, as amended, or Title I of
the Employee Retirement Income Security Act of 1974, or the rules thereunder.
Each option shall be exercisable during the lifetime of a participant only by
such participant, except that, if permissible under applicable law, an option
may also be exercised by the guardian or legal representative of a participant.

11. EFFECT OF CHANGES IN COMMON STOCK.
--------------------------------------

In the event that the outstanding shares of Common Stock of the Company are
increased or decreased as a result of a stock dividend, stock split,
recapitalization or other means having the same effect, the number of shares
available for issuance under the Plan, the number of shares issuable pursuant to
any outstanding option, and the exercise price of any option outstanding under
the Plan, shall be adjusted as the Committee shall deem appropriate, in its sole
discretion, to preserve unimpaired the rights of the participants. All
determinations made by the Committee hereunder shall be conclusive and binding
upon the participants.

12. EFFECT OF REORGANIZATIONS.
---------------------------

In case of any one or more reclassifications, changes or exchanges of
outstanding shares of Common Stock (other than as provided in Section 11) or
consolidations of the Company with, or mergers of the Company into, other
corporations, or other recapitalizations or reorganizations (other than
consolidations with a subsidiary in which the Company is the continuing
corporation and which do not result in any reclassifications, changes or
exchanges of outstanding shares of Common Stock), or in case of any one or more
sales or conveyances to another corporation of the property of the Company as an
entirety, or substantially as an entirety, any and all of which are hereinafter
in this Section called "Reorganizations," the Committee shall have the right to
substitute in any previously granted options, the same kind and amount of
securities and property which any participant would then have if such
participant had exercised such option immediately before the first of any such
Reorganizations and continued to hold all securities and property which came to
such participant as a result of that and subsequent Reorganizations, less all
securities and property surrendered or cancelled pursuant to any of same, the
adjustment rights in Section 11 and this Section being continuing and
cumulative. In any such event, such options may be exercised or converted, to
the extent permitted by their terms, prior to or simultaneously with the
consummation of such Reorganization. In connection with any Reorganization, all
of the options granted under the Plan and then outstanding shall become fully
exercisable notwithstanding any provision of the Plan or the applicable option
agreement(s) to the contrary. In such event, the amount of Owner Earnings
assumed for option vesting purposes shall be the maximum Owner Earnings targets
then in effect under the Plan. The Committee, in its discretion, shall
determine the appropriate index to establish the exercise price for such
options, and shall consider the potential economic loss to participants in
making such determination to preserve the rights of the participants.

13. EFFECTIVE DATE OF PLAN.
-------------------------

Subject to the approval of the shareholders of the Company, the Plan shall be
effective on May 21, 2001. Prior to such approval, options may be granted under
the Plan expressly subject to such approval. In the event that the shareholders
do not approve the Plan within twelve months after its adoption, then the Plan
and each option, if any, granted thereunder, shall be null and void.

14. AMENDMENT AND TERMINATION; MODIFICATION.
------------------------------------------

The Board by resolution at any time may amend, suspend or terminate the Plan,
provided that (i) no such action shall be taken which impairs the rights of any
participant under any outstanding option, without such participant's consent,
and (ii) no amendment shall be made without shareholder approval if such
approval is necessary to comply with any applicable tax or regulatory
requirement, including any requirements for exemptive relief under Section 16(b)
of the Act, or any successor provision. The Committee may substitute new
options for, or modify the terms of, options previously granted to participants,
including, without limitation, previously granted options having higher exercise
prices, provided that no such action shall be taken which impairs the rights of
any participant under any outstanding option, without such participant's
consent.

15. SECTION 16 EXEMPTION.
----------------------

The Committee shall take all reasonable measures to qualify for the exemption
provided by Rule 16b-3 of the Act, the grant and exercise of options to acquire
Common Stock by the Plan participants who are subject to Section 16 of the Act.
The Committee and the Board shall have no authority to take any action if the
authority to take such action, or the taking of such action, would disqualify
the Plan from the exemption provided by Rule 16b-3 under the Act, and any
successor provision.

16. INTERPRETATION.
--------------

The interpretation and construction of any provision of the Plan and the
adoption of rules and regulations for administering the Plan shall be made by
the Committee. Determinations made by the Committee with respect to any matter
or provision contained in the Plan shall be made in the Committee's sole
discretion and shall be final, conclusive and binding upon the Company and upon
all participants, their heirs and legal representatives. Any rule or regulation
adopted by the Committee (whether under the authority of this Section or Section
2 above) shall remain in full force and effect unless and until altered, amended
or repealed by the Committee.

Appendix C

MACDERMID, INCORPORATED 2001 ALL EMPLOYEE
OPTION PLAN
DATED MAY 21, 2001

1. PURPOSES.
--------

The purposes of the MacDermid, Incorporated 2001 All Employee Stock Option Plan
(the "Plan") are (i) to enable MacDermid, Incorporated and its subsidiary
corporations (hereinafter referred to, unless the context otherwise requires, as
the "Company") to grant to all employees the means to acquire a proprietary
interest in the Company, in order that such persons will have additional long
term financial incentives to contribute to the Company's growth and
profitability; and (ii) to enhance the ability of the Company to attract and
retain in its employ individuals of outstanding ability upon whom the success of
the Company will depend.

2. ADMINISTRATION.
--------------

The Plan shall be administered by a committee of not fewer than two members of
the Board of Directors (the "Committee") appointed by the Board of Directors of
the Company (the "Board"). Each member of the Committee shall be a
"disinterested person" within the meaning of Rule 16b-3(b) under the Securities
Exchange Act of 1934, as amended (the "Act") and an "outside director" within
the meaning of Section 162(m)(4)(C)(i) of the Internal Revenue Code of 1986, as
amended (the "Code"). The Committee may adopt such rules and regulations as it
may deem necessary or advisable for the administration of the Plan, provided
however that the Committee shall have no authority to take any action if the
authority to take such action, or the taking of such action, would disqualify
the Plan from the exemption provided by Rule 16b-3 under the Act or any
successor provision.

3. GRANT OF AWARDS.
-----------------

Subject to the terms and provisions of the Plan, options to purchase shares of
Common Stock (as hereinafter defined) of the Company shall be granted on behalf
of the Company by and at the discretion of the Committee. Subject to the terms
of the Plan, the Committee may place restrictions on options granted, as the
Committee deems appropriate. The Committee, from time to time within the limits
of the Plan, shall determine the persons to whom options are to be granted, the
number of shares to be optioned, the manner in which the option price shall be
payable and other conditions and limitations applicable to the exercise of the
options. Options granted under the Plan may be either incentive stock options,
within the meaning of Section 422 of the Code, or non-qualified stock options.
Each option granted under the Plan shall be designated by the Committee at the
time the option is granted as either an incentive stock option or a
non-qualified stock option.

4. SHARES SUBJECT TO THE PLAN.
------------------------------

Subject to adjustment as provided herein, an aggregate of one million
(1,000,000) shares of the Common Stock, without par value, of the Company (the
"Common Stock"), shall be available for issuance pursuant to options granted
under the Plan. Such shares may be authorized and unissued shares. All shares
subject to options that shall have terminated or shall have been cancelled for
any reason (other than by surrender for cancellation upon any exercise of all or
part of such options) shall be available for issuance pursuant to options
granted subsequently under the Plan.

5. PARTICIPANTS.
------------

All employees of the Company shall be eligible to receive options and thereby
become participants in the Plan. Receipt of an option shall in no way be deemed
to constitute a contract or promise of continued employment by the Company.

6. OPTION PRICE.
-------------

The price per share at which Common Stock may be purchased upon exercise of an
option under the Plan shall be the fair market value of such shares at the time
the option is granted. For purposes of the Plan, "fair market value" shall mean
the average closing price of the Company's Common Stock on the final five (5)
trading days preceding the date of grant.

7. RIGHT TO EXERCISE.
-------------------

Except as otherwise provided in Section 11 and 12 of this Plan, or by the
Committee at the time of grant, no option granted under the Plan may be
exercised during the four (4) year period commencing on the option's date of
grant, but shall become exercisable, or "vest," upon the expiration of such
period and shall remain exercisable for the Exercise Period identified in
Section 8. Options shall also vest immediately upon normal retirement at or
after the age of sixty (60)

8. EXERCISE PERIOD.
----------------

Subject to Section 12, the period within which an option granted under this Plan
may be exercised (the "Exercise Period") shall begin on the later of (i) the
date such option becomes exercisable in accordance with Section 7 hereof, and
(ii) the date of approval of the Plan by the Company's shareholders, and shall
end ten (10) years after the date of grant. Notwithstanding the foregoing,
unless specifically determined otherwise by the Committee, the Exercise Period
shall automatically terminate ninety (90) days after the grantee ceases to be
employed by the Company on a full time basis, for any reason other than normal
retirement at or after the attainment of age sixty (60).

9. PAYMENT FOR SHARES AND RELATED MATTERS.
-------------------------------------------

Full payment for shares purchased pursuant to the exercise of an option granted
under this Plan, together with the amount of any tax or excise due in respect of
the sale and issue thereof, shall be paid at the time of exercise of an option
and shall be made in cash or by certified or bank cashier's check or, in the
discretion of the Committee, in whole or in part by delivery of shares of Common
Stock of the Company having a fair market value at the date of such delivery
(determined in a manner approved by the Committee) of not less than the amount
for which payment is being made by delivery of the shares. The Company shall
issue no certificates for shares until (a) full payment therefor has been made
and (b) the participant purchasing such shares provides for payment to (or
withholding by) the Company of all amounts required under then applicable
provisions of the Code, and state and local tax laws to be withheld with respect
to such purchase, and a participant shall have none of the rights of a
stockholder until certificates for the shares purchased are issued to him or
her.

10. NONTRANSFERABILITY.
------------------

11. EFFECT OF CHANGES IN COMMON STOCK.
--------------------------------------

12. EFFECT OF REORGANIZATIONS.
---------------------------

In case of any one or more reclassifications, changes or exchanges of
outstanding shares of Common Stock (other than as provided in Section 11) or
consolidations of the Company with, or mergers of the Company into, other
corporations, or other recapitalizations or reorganizations (other than
consolidations with a subsidiary in which the Company is the continuing
corporation and which do not result in any reclassifications, changes or
exchanges of outstanding shares of Common Stock), or in case of any one or more
sales or conveyances to another corporation of the property of the Company as an
entirety, or substantially as an entirety, any and all of which are hereinafter
in this Section called "Reorganizations," the Committee shall have the right to
substitute in any previously granted options, the same kind and amount of
securities and property which any participant would then have if such
participant had exercised such option immediately before the first of any such
Reorganizations and continued to hold all securities and property which came to
such participant as a result of that and subsequent Reorganizations, less all
securities and property surrendered or cancelled pursuant to any of same, the
adjustment rights in Section 11 and this Section being continuing and
cumulative. In any such event, such options may be exercised or converted, to
the extent permitted by their terms, prior to or simultaneously with the
consummation of such Reorganization. In connection with any Reorganization, the
Committee in its discretion may cause some or all of the options granted under
the Plan and then outstanding to become fully exercisable notwithstanding any
provision of the Plan or the applicable option agreement(s) to the contrary.

13. EFFECTIVE DATE OF PLAN.
-------------------------

14. AMENDMENT AND TERMINATION; MODIFICATION.
------------------------------------------

15. SECTION 16 EXEMPTION.
----------------------

16. INTERPRETATION.
--------------

Appendix D

FORM OF PROXY
Front

PROXY MACDERMID, INCORPORATED PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Annual Meeting of Shareholders -- July 25, 2001 at 3:00 P.M.,EDT
At The Naugatuck Valley Community College, Fine Arts Center, 750 West Main St.,
Waterbury, Connecticut

The undersigned hereby constitutes and appoints DANIEL H. LEEVER, attorney
and proxy to act on behalf of the undersigned at said meeting and at any
adjournment thereof (the "Meeting"), with authority to vote on the following
matters all shares of stock which the undersigned would be entitled to vote at
the Meeting if personally present as directed on the reverse side hereof with
respect to the items set forth in the accompanying Proxy Statement and in his
discretion upon such other matters as may properly come before the Meeting.

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY VOTING INSTRUCTION CARD IN THE
ENCLOSED ENVELOPE.

(Continued and to be signed on reverse side.)

Reverse

PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.

A vote FOR items 1, 2, 3 and 4 is recommended by the Board of Directors.

1. Election of Directors
Nominees: Daniel H. Leever, Donald G. Ogilvie, James C. Smith, Joseph M.
Silvestri, T. Quinn Spitzer, Jr. and Robert L. Ecklin.

FOR WITHHOLD FOR ALL (Except Nominee(s)
[ ] [ ] [ ] written below)

2. Approval of The MacDermid, Incorporated 2001 Key Executive Performance Equity
Incentive Plan dated May 21, 2001.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. Approval of The MacDermid, Incorporated 2001 All Employee Option Plan dated
May 21, 2001.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

4. Ratification of the appointment of KPMG L.L.P. as
Independent Accountants for fiscal year 2002.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

5. In their discretion, upon any other
matters as may properly come before
the meeting.

AUTHORITY AUTHORITY
GRANTED WITHHELD
[ ] [ ]

This proxy, when properly executed, will be
voted in the manner directed herein by the
stockholder. If no direction is made, this
proxy will be voted FOR the above matters.

Dated:____________________,2001
Signature(s)_____________________________
_____________________________
NOTE:Please sign exactly as name
appears hereon. For joint accounts
both owners should sign. When
signing as executor, administrator,
attorney, trustee, guardian,
corporate officer, etc., please give
your full title.

[Space is provided for a mailing label containing
the shareholder's name, address, account number,
CUSIP number, sequence number and number of shares.]