Letter Agreement re: Merger Agreement

       Reference is made to the Agreement and Plan of Merger, dated as of April 24, 2007 (the " Merger Agreement "), by and among Myers Holdings Corporation (f/k/a MYEH Corporation) (" Parent "), Myers Acquisition Corporation (f/k/a MYEH Acquisition Corporation) (" MergerCo ") and Myers Industries, Inc. (the " Company "). All capitalized terms in this letter agreement (this " Letter Agreement ") not defined herein have the meanings ascribed to such terms in the Merger Agreement.

1.

The Company hereby agrees that, except as set forth in Section 3 of this Letter Agreement, prior to fifteen (15) days after the date that the Company has delivered to Parent the Company's unaudited quarterly financial statements for the period ended March 31, 2008 (the " Delivery Date "), the Company will not exercise any of its rights to terminate the Merger Agreement pursuant to Sections 8.2(a) or 8.4(a) of the Merger Agreement. Parent hereby agrees that prior to April 30, 2008, Parent will not exercise its right to terminate the Merger Agreement pursuant to Sections 8.2(a) or 8.3(a) of the Merger Agreement.

2.

MergerCo hereby agrees to pay, or cause to be paid, to the Company an amount equal to $35 million (the " Fee ") in immediately available funds on the second Business Day following the date of this Letter Agreement in satisfaction of any obligation MergerCo may have under Section 8.6(c) of the Merger Agreement. The Fee is nonrefundable. The Company hereby waives any right that it has against Parent, MergerCo or the Guarantors to recover any other fee or damages pursuant to, arising out of or in connection with the Merger Agreement (including any right to recover the MergerCo Termination Fee pursuant to Section 8.6(c) of the Merger Agreement) in the event that the transactions contemplated by the Merger Agreement are not consummated for any reason (including the termination or any alleged breach of the Merger Agreement). The Company hereby agrees that from and after the date of this Letter Agreement, it is not entitled to, and will not seek, specific performance or any equitable remedy against Parent, MergerCo, the Guarantors, or any of their respective Affiliates, arising out of, or in connection with, the consummation of the Merger or failure to consummate the Merger.

3.

The parties hereto hereby agree that the terms of Section 6.4(e) of the Merger Agreement shall be suspended as of the date of this Letter Agreement, and that such restrictions shall be replaced with the following terms from and after the date of this Letter Agreement:

a.

The Company may (i) engage in discussions or negotiations with a Person who has made a written Takeover Proposal (whether solicited by the Company or not) if, prior to taking such action, the Company enters into an Acceptable Confidentiality Agreement with such Person and promptly notifies Parent of entry into such Acceptable Confidentiality Agreement and (ii) furnish or disclose any non-public information relating to the Company or any of its Subsidiaries to any such Person if the Company concurrently discloses the same such non-public information to Parent if such non-public information has not previously been disclosed to Parent (" Non-Public Information ").

b.

The Company may, in response to a bona fide written Takeover Proposal (whether solicited by the Company or not), , terminate the Merger Agreement pursuant to Section 8.4(b) of the Merger Agreement if, immediately prior to or concurrently with the termination of the Merger Agreement, the Company enters into a merger agreement, acquisition agreement, or other similar agreement with respect to such Takeover Proposal; provided , however , that the Company shall not terminate the Merger Agreement pursuant to Section 8.4(b) of the Merger Agreement, and any purported termination shall be void and of no force or effect, until the date that is six (6) Business Days after the date that the Company has provided written notice to Parent and MergerCo advising Parent and MergerCo that the Company has received such Takeover Proposal (which notice shall include all Non-Public Information), and, with respect to any such Takeover Proposal that provides for consideration less than or equal to the Merger Consideration, during such six (6) Business Day period, the Company has given Parent and MergerCo the opportunity to effect the Closing.

4.

The parties hereto hereby agree that from and after the date of this Letter Agreement, the Termination Fee shall be $0 and the Parent Expenses that the Company shall be liable for shall be $0.

5.

The parties hereto hereby agree that notwithstanding Section 6.1 of the Merger Agreement, (a) from and after the date of this Letter Agreement and prior to March 31, 2008, the Company may, and may cause its Subsidiaries to, take or agree or commit to take any of the actions listed in Sections 6.1(d), (e) (but subject to Section 3 of this Letter Agreement), (f), (g), (h), (i), (j), (k), (l), (n), (o) (but subject to Section 3 of this Letter Agreement), (p) or (q) of the Merger Agreement without the consent of Parent; p