Supplemental Executive Retirement Plan

ACETO CORPORATION


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


As Amended and Restated Effective June 30, 2004


This Supplemental Executive Retirement Plan results from the amendment and restatement of what was previously known as the Aceto Corporation Excess Benefit Plan. The plan is intended to be a nonqualified, unfunded supplemental benefit plan which is maintained primarily for the purpose of providing deferred compensation for a select group of management employees, specifically, those management employees of Aceto Corporation and Aceto Agricultural Chemicals Corp. who are Participants in the Aceto Corporation 401(k) Retirement Plan ("401(k) Plan") and whose compensation is in excess of an amount determined by the Board of Directors of Aceto Corporation. This plan is not intended to comply with the requirements of Section 401(a) of the Code. The plan will be administered and construed so as to effectuate this intent. Terms used in this Plan shall be given their common meanings. To the extent there is any ambiguity, terms shall be given the same meaning as under the 401(k) Plan.


ARTICLE II


PARTICIPATION


2.1 ELIGIBILITY FOR PARTICIPATION.


An employee of Aceto Corporation or Aceto Agricultural Chemicals Corporation (hereinafter "Aceto") shall be eligible to become a Participant if he is a Participant in the 401(k) Plan, and is a member of a select group of management whose compensation exceeds an amount determined by the Board of Directors of Aceto Corporation (hereinafter "Board"). Effective July 1, 2004, in order to be a


Participant, each employee must sign a Participation Agreement in a form acceptable to the Board.


ARTICLE III


BENEFITS TO PARTICIPANTS


3.1 SUPPLEMENTAL BENEFITS.


(a) Each Participant shall be credited with a supplemental benefit under this plan at a rate or in an amount to be determined in the discretion of the Board for each plan year, which shall run from July 1st to the following June 30th. The Board, or its designee (which can be a committee or an individual appointed by the Chairman of the Board), will compute this benefit for each Participant annually for each plan year. Any particular Participant's benefit, as determined in the discretion of the Board need not bear any relation to any amount credited for any other Participant.


(b) The supplemental benefit described in (a), above, shall be credited to an account maintained for each Participant. The amount in the Participant's account will be credited each year with an amount determined by the Board or its designee to represent interest earned on the account, offset by applicable expenses.


(c) Each Participant will be provided with a statement showing the amount credited to his account, including amounts credited under (a) and (b), above, at least annually, as of the end of the plan year.


(d) In addition to the amounts credited to the account in (a) and (b) above, a Participant may elect, in accordance with Article IV of this Plan, to defer annually a portion of the bonus, if any, paid to him by Aceto in any fiscal year of the


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Company, which portion shall be designated by the Participant in the election. Any compensation deferred pursuant to such election shall be credited to Participant's account, as of each date of payment of such compensation pursuant to the Employer's normal practices.


The amount credited to the Participant's account pursuant to this section will be credited each year with an amount to be determined by the Board, or its designee to represent interest earned, minus applicable expenses.


ARTICLE IV


ELECTION TO DEFER COMPENSATION


4.1 The decision by the Participant to defer receipt of all or any part of any bonus will be in writing, signed by the Participant, on an election form completed and delivered to Aceto prior to July 1 of the fiscal year in which the compensation to be deferred is earned by the Participant. The election is only applicable to bonus compensation not yet earned, and will be effective only for bonuses paid on or after September 15th of the fiscal year in which the election is delivered to Aceto.


Any election will be applicable only for the one fiscal year and a new election must be made for each subsequent fiscal year, unless the clear wording of the election form, approved by the Board, provides for continued application. Any new or modified election shall apply only to bonus compensation earned after the end of the fiscal year in which such election is delivered to Aceto. Any election is irrevocable with respect to any compensation earned while the election was in place.


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ARTICLE V


VESTING AND TERMINATION OF SERVICE


5.1 A Participant's interest in the portion of his account representing supplemental benefits under 3.1(a) and (b) will vest at the rate of 20% for each year of Credited Service, measured by plan year. In order for a Participant to accrue a year of Credited Service, the Participant must have at least one thousand (1,000) Hours of Service (as determined in accordance with D.O.L. Regulation Section 2530.200(b)) in the plan year. A Participant's interest in the portion of his account repr ...