EXHIBIT A




                              MINUTES OF HERCULES
                           BOARD OF DIRECTORS MEETING

                             December 12 & 13, 2001




DISCUSSION DRAFT
RGD121801


     By invitation,  R. G. Dahlen (Chief Legal Officer); and D. A. Katz (partner
of Wachtell, Lipton, Rosen & Katz) attended the Meeting. Also attending portions
of the Meeting by invitation  were F. G. Aanonsen (Vice President & Controller),
S. C. Shears  (Vice  President &  Treasurer)  R. Flexon  (Vice  President,  Work
Processes), M. Sonneveld (Vice President,  Manufacturing and Work Processes), A.
Spizzo  (Vice  President,   Investor   Relations  &  Strategic   Planning),   M.
Riese-Martin  (Vice  President & General  Manager,  Aqualon),  C. Rogerson (Vice
President & General Manager,  BetzDearborn  Division), B. Pahl (Vice President &
General Manager, Pulp & Paper Division), J. Murta (President,  FiberVisions), K.
Patterson (Vice President,  SHERA),  ([Redacted] Bank),  [Redacted]  ([Redacted]
Corp.) and S. Yoss International Specialty Products, Inc.).

     W. H. Joyce  chaired  the  Meeting  and R. G. Dahlen kept the record of the
Meeting.

o    SESSION OF DECEMBER 12, 2001

BD:1201:950    STRATEGIC PROCESS REVIEW
- ---------------------------------------
               REFINANCING ALTERNATIVE:


     Mr.  [Redacted]  presented  [Redacted]  Bank's  analysis of the refinancing
alternative  available  to Hercules.  During his  presentation,  Mr.  [Redacted]
referred  to the  presentation  book  (121201:21)  that was handed to each Board
member at the start of the Meeting.  The presentation book was generally similar
to  presentation  materials which had been faxed to the Board of Directors prior
to the Meeting.  MR.[Redacted]  BEGAN HIS  PRESENTATION  BY  STRESSING  THAT THE
MARKETS CURRENTLY WERE EXTREMELY ACTIVE AND THAT A REFINANCING COULD CLEARLY BE


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DISCUSSION DRAFT
RGD121801


ACCOMPLISHED. HE ALSO STATED HIS VIEW THAT A PARTIAL REFINANCING IS PROBABLY A
BETTER ALTERNATIVE THAN A TOTAL REFINANCING AT THIS TIME. During his
presentation, Mr. [Redacted] focused on "Scheduled maturities and amortization",
"Average BB/BB- bank debt rating new issue spread", "Hercules' debt trading
performance 11 1/8% Sr. Unsecured Notes", "Hercules' debt trading performance
Term Loan D", "Hercules' relative spreads Current vs. At issue", "Transaction
summary Scenario I -- Partial refinancing -- balance sheet as of 09/30/01",
"Liquidity analysis Scenario I", "2003 refinancing risk", "Projected credit
statistics and proposed covenant levels", "Transaction summary Scenario II --
Comprehensive refinancing", and "Positioning".

     IN RESPONSE TO MR. HEYMAN'S  QUESTION,  MR.  [Redacted]  STATED THAT HE WAS
CONFIDENT THAT  [Redacted] BANK WOULD BE WILLING TO UNDERWRITE THE COMMITMENT IF
[Redacted] BANK WERE CHOSEN TO LEAD THE FINANCING EFFORT.

     IN RESPONSE TO ANOTHER  QUESTION,  MR.  [Redacted]  RECOMMENDED THAT IF THE
COMPANY  DECIDES TO  REFINANCE,  IT SHOULD  PROCEED AS  QUICKLY AS  POSSIBLE  TO
ATTEMPT TO GET TO THE MARKET EARLY IN JANUARY 2002.

     Following further discussion, the Board of Directors thanked Mr. [Redacted]
for his presentation and Messrs. [Redacted] and [Redacted] left the Meeting.

     [Redacted]

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