Exhibit 10.34
 SPARTECH CORPORATION  NON-QUALIFIED DEFERRED COMPENSATION PLAN
 As Effective January 1, 2010
 WHEREAS
 WHEREAS
 NOW, THEREFORE Restatement Date
 Article 1. Definitions .
  Account  Section 4.1
  Administrator 
  Beneficiary 
  Board 
  Cause 
  Change in Control 
 (i)
    
    The occurrence of the Distribution Date as such term is defined in the
Rights Agreement dated as of April 2, 2001 between Spartech and Mellon Investor
Services LLC (the Rights Agreement); or




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(ii)
    
    If the Redemption Date or the Final Expiration Date, as such terms are
defined in the Rights Agreement, has occurred, either (A) the acquisition by any
person, entity or group (within the meaning of Section 13(d)(3) or Section
14(d)(2) of the Securities Exchange Act of 1934) other than an institutional
investor holding its interest purely for passive investment purposes, or a
Spartech employee benefit plan, of beneficial ownership (within the meaning of
Rule 13d-3 under the Securities Exchange Act of 1934) of 15% or more of the
combined voting power of all Spartechs then outstanding voting securities, or
(B) the acquisition by any person, entity or group (within the meaning of Section
13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934) of
beneficial ownership (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934) of 50% or more of the combined voting power of all
Spartechs then outstanding voting securities; unless prior to any such
acquisition the Board has approved such acquisition and determined that it is in
the best interests of Spartech and its shareholders; or(iii)
    
    The approval by the Board of any merger, consolidation or other
transaction involving Spartech, or of any one of a series of related
transactions, as a result of which (A) Spartech would not be the surviving
corporation, or (B) the holders of Spartechs common stock immediately prior to
such transaction would not own at least a majority of the voting power of
Spartech immediately after the transaction in substantially the same relative
proportions as they owned Spartechs common stock immediately prior to the
transaction, or (C) Spartechs common stock would be converted into cash or other
securities of Spartech other than voting securities having substantially the same
relative and proportionate voting power in the entity or entities surviving the
transaction as the common stock has immediately prior to the transaction; or(iv)
    
    The commencement of any tender offer subject to Section 14(d) of the
Securities Exchange Act of 1934 and the rules thereunder for 20% or more of
Spartechs common stock; if the person making such offer could own 50% or more of
such common stock when the tender offer terminates; or(v)
    
    Any change or changes in the composition of the Board within any two-year
period such that the individuals constituting the Board at the beginning of such
period, together with any individuals who became directors after the beginning of
such period whose election by the Board or nomination for election by Spartechs
shareholders was approved by at least a majority of the directors who were on the
Board at the beginning of such period or whose election was previously approved
in the same manner, cease to constitute a majority of the Board.
  Code 
  Compensation 
 2




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 Contribution  Section 3.1 Section 3.2
  Deferred Compensation  Section 5.3
  Disability 
  Eligible Employee 
  Funds  Section 4.2
  Participant  Section 2.2  Active Participant  Section 2.3  Inactive Participant  Section 2.4
 Participation
Agreement
  Plan 
 Retirement
  Spartech 
 3




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 Spouse 
  Termination  Section 5.2
  Trustee 
  Trust 
 Article 2. Participation In The Plan.
 2.1
 2.2
 2.3
 2.4
 2.5
 Article 3. Contributions and Funding .
 3.1 Section 3.2
 3.2 Section 5.2 Section 6.2
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Section 3.1
 3.3 Section 3.1 Section 3.2
 3.4
 Article 4. Participant Accounts .
 4.1
 4.2  Funds 
 4.3
 Article 5. Distributable Amount and Payment of Deferred Compensation .
 5.1
 5




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5.2  Termination 
 5.3 Deferred Compensation
 5.4
 5.5
 6




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5.6
 5.7 Section 5.7 .
 Article 6. Restrictive Covenants .
 6.1
 (i)
    
    Directly or indirectly, on his or her own behalf, or on behalf of any
other person, firm, partnership or corporation, transact any business which is
the same as or similar to the business then being conducted by Spartech, within a
200 mile radius of any facility owned and/or operated by Spartech, or divert or
solicit any of the business of Spartech away from Spartech; or(ii)
    
    Divulge to others or use for his or her own benefit or for the benefit of
others any confidential information, including correspondence and other records,
whether or not reduced to writing, which the Participant may have acquired from
Spartech or others by reason of the Participants employment with Spartech; it
being expressly understood that all such information, lists, correspondence and
other writings are confidential and shall remain the sole property of Spartech
and shall not be removed or transcribed for removal by the Participant before or
after the Termination; or
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(iii)
    
    Enter into any agreement with or solicit the employment of any employee
of Spartech, or directly or indirectly attempt to induce any employee of Spartech
to leave Spartech or to take employment with a competitor of Spartech; or(iv)
    
    Solicit any clients or customers of Spartech or induce or attempt to
induce any such clients or customers to terminate or alter their relationship
with Spartech.
 6.2 Section 6.1
 6.3 Section 6.1
 Article 7. Administration.
 7.1
 7.2
 7.3
 7.4
 Article 8. Miscellaneous Provisions .
 8.1
 8




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8.2
 8.3
 8.4
 8.5
 8.6
 If to Spartech:
    
    
    
    Spartech Corporation
120 South Central, Suite 1700
St. Louis, Missouri 63105
Attention: Director of TreasuryIf to a Participant:
    
    
    
    To the Participants last known address
as shown on Spartechs records
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