SEH Spartech Corp.

		SPARTECH CORPORATION                           120 S. Central Avenue, Suite 1700                          Clayton, Missouri 63105-1705

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 11, 2009

DEAR FELLOW SHAREHOLDER:

     I cordially invite you to attend the 2009 Annual Meeting of Shareholders of Spartech Corporation to be held at 8 a.m. CST on Wednesday, March 11, 2009, at the Sheraton Clayton Plaza Hotel, 7730 Bonhomme Avenue, Saint Louis, MO 63105. At the Annual Meeting, shareholders will be asked to consider proposals:

	1.		To elect three directors to serve for one-year terms;
	2.		To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2009 fiscal year; and
	3.		To approve amendments to the Company’s 2004 Equity Compensation Plan.

     These proposals are described in detail in the accompanying Proxy Statement. Please read it carefully.

     Your vote is important. Whether or not you plan to attend the meeting, please ensure that your shares are represented at the meeting by promptly completing your proxy and returning it in the enclosed envelope.

		Sincerely,
		Myles S. Odaniell
St. Louis, Missouri		President and
February 8, 2009		Chief Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON MARCH 11, 2009.

Copies of the enclosed Proxy Statement for the 2009 Annual Meeting and the 2008
Annual Report to Shareholders are also available on the Company’s Web site at
www.spartech.com under the “Investor Relations” tab.

TABLE OF CONTENTS

SPARTECH CORPORATION
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 11, 2009

To Our Shareholders:

     Spartech Corporation is soliciting the enclosed proxy on behalf of its Board of Directors for use at the Company’s 2009 Annual Meeting of Shareholders. This Proxy Statement and form of proxy solicited hereby are being sent or delivered to shareholders of the Company beginning on or about February 8, 2009.

     Any shareholder giving a proxy has the right to revoke it by notifying the Secretary of the Company of such revocation, in writing, at any time before its exercise. Execution or revocation of a proxy will not in any way affect the shareholder’s right to attend the Annual Meeting and vote in person.

     The Board of Directors selected the persons named in the accompanying proxy, who have advised the Company that they intend, if no contrary instructions are given, to vote the shares represented by all properly executed and unrevoked proxies received by them FOR the Board of Directors’ nominees for director, FOR proposal 2 and FOR proposal 3 as set forth in the Notice of Annual Meeting of Shareholders, and on any other matter which may come before the Annual Meeting in accordance with their best judgment.

     All expenses for the preparation and mailing of this Proxy Statement and form of proxy will be paid by the Company. In addition to solicitations by mail, a number of regular employees of the Company may solicit proxies in person or by telephone. The Company will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for reasonable costs incurred by them in transmitting proxy materials to the beneficial owners of the Company’s common stock.

     A copy of Spartech’s Annual Report to Shareholders for the fiscal year ended November 1, 2008 accompanies this Proxy Statement.

OUTSTANDING SHARES AND VOTING PROCEDURES

     The Board of Directors has fixed the close of business on February 3, 2009 as the record date to determine who is entitled to receive notice of and to vote at the Annual Meeting. There were 30,738,927 shares of Common Stock, $0.75 par value per share, outstanding on the record date, each entitled to one vote. Only shareholders of record at the close of business on the record date are entitled to receive notice of and to vote at the Annual Meeting and at any and all adjournments thereof.

     A majority of the outstanding shares of common stock must be represented at the Annual Meeting in person or by proxy to constitute a quorum for the transaction of business. Abstentions and broker non-votes will be counted for the purpose of determining the presence or absence of a quorum.

     With respect to Proposal 1 , the election of directors, a plurality of the votes cast at the Annual Meeting is required, which means that the three nominees who receive the largest number of votes cast are elected as directors. Abstentions and broker non-votes will have no effect on the election.

      Proposal 2 , to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm, requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting. Abstentions will be counted in the tabulations of the votes cast, and will therefore have the same effect as negative votes; however broker non-votes will not be counted for the purpose of determining whether the proposal has been approved.

      Proposal 3 , to approve an amendment to the Company’s 2004 Equity Compensation Plan extending the term of the Plan and increasing the number of shares available for issuance under the Plan, requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting. Abstentions will be counted in the tabulations of the votes cast, and will therefore have the same effect as negative votes; however broker non-votes will not be counted for the purpose of determining whether the proposal has been approved.

PROPOSAL 1

ELECTION OF DIRECTORS

     The Board of Directors consists of nine directors. Prior to this Annual Meeting, the Company’s nine directors were divided into three classes, with each director holding office for a term of three years. Pursuant to an amendment to Article III, Section 1 of the Company’s Bylaw’s effective March 12, 2008, beginning with this Annual Meeting the Board will be declassified over a period of not more than three years, so that when the amendment is fully phased in the Company’s nine directors will serve for one year terms and be subject to annual election by the shareholders. The phase-in schedule is as follows:

	•		At this 2009 Annual Meeting, three directors will be elected for one-year terms, to succeed the three Class A directors whose terms expire in 2009.
	•		At the 2010 Annual Meeting, six directors would be elected for one-year terms, to succeed the three Class B directors whose terms expire in 2010 as well as the three directors elected in 2009.
	•		At the 2011 Annual Meeting, all nine directors would be elected for one-year terms, to succeed the three Class C directors whose terms expire in 2011 as well as the six directors elected in 2010; and thereafter, all directors would be elected for one-year terms.

     As such, the shareholders will elect three directors at this Annual Meeting, each to hold office until the Annual Meeting of Shareholders in 2010.

     Based on the recommendation of the Governance Committee, the Board of Directors has nominated current directors Victoria M. Holt, Walter J. Klein, and Craig A. Wolfanger to be reelected as directors of the Company.

The Board of Directors unanimously recommends a vote
FOR the Board of Directors’ nominees (Item 1 on the Proxy Card).

BOARD OF DIRECTORS

     Listed below are the members of the Company’s Board of Directors, including the nominees for election to the Board, with certain information about each of them including their principal occupations for the last five years:

				Director
Name, Age		Principal Occupation and Other Directorships		Since
Ralph B. Andy, 64		Mr. Andy became Chairman of the Board of the Company on January 2, 2008. He has been the Chairman and Chief Executive Officer of Pennatronics Corp., a provider of contract electronic manufacturing services, since 2000. Prior to his association with Pennatronics, Mr. Andy was founder, Chairman and Chief Executive Officer of Polycom Huntsman, Inc. His term as director expires at the 2011 annual meeting.			1998
Lloyd E. Campbell, 51		Mr. Campbell is a consultant with Spencer Stuart. Prior to joining Spencer Stuart, Mr. Campbell was a Managing Director of Rothschild, Inc. as well as a member of that firm’s Investment Banking Committee. Prior to joining Rothschild in June 2001, Mr. Campbell was a Managing Director and the Head of the Private Finance Group at Credit Suisse First Boston. Mr. Campbell also serves on the boards of directors of The Guardian Life Insurance Company of America and Argyle Security, Inc., a provider of services and solutions in the physical electronic security industry. His term as director expires at the 2011 annual meeting.			2002
Edward J. Dineen, 54		Mr. Dineen is President, Chemicals for LyondellBasell Industries, a global manufacturer of chemicals and polymers, and a member of its Management Board. Mr. Dineen has held a series of senior executive positions with Lyondell since 1998. Prior to joining Lyondell, he was with Arco Chemicals for over 20 years. His term as director expires at the 2010 annual meeting.			2006
Victoria M. Holt, 51		Ms. Holt is Senior Vice President, Glass and Fiber Glass, for PPG Industries, Inc., a global manufacturer of coatings, chemicals and glass products. Prior to joining PPG in January 2003, she was Vice President of Performance Films for Solutia, Inc. Ms. Holt began her career at Solutia’s predecessor, Monsanto Company, where she held various sales, marketing, and global general management positions. She currently stands for re-election.			2005
Walter J. Klein, 62		Mr. Klein is a CPA and from 1992 until April 2002 was Vice President, Finance for Stepan Company, a specialty chemicals company listed on the New York Stock Exchange. He brings more than 20 years of industrial and financial expertise to the Board. He also serves on the board of directors of Argyle Security, Inc., a provider of services and solutions in the physical electronic security industry. He currently stands for re-election.			2003

				Director
Name, Age		Principal Occupation and Other Directorships		Since
Pamela F. Lenehan, 56		Ms. Lenehan has been President of Ridge Hill Consulting, LLC, a strategy and financial consulting firm, since June 2002. From September 2001 until June 2002, she was self-employed as a private investor. From March 2000 until September 2001, Ms. Lenehan was Vice President and Chief Financial Officer of Convergent Networks, Inc., a manufacturer of switching equipment. She also serves on the boards of directors of Monotype Imaging Inc., a provider of font and imaging software for consumer electronics devices, National Mentor Holdings, a provider of services to individuals with intellectual and developmental disabilities, at-risk youth, and individuals with acquired brain injury, and The Center for Women & Enterprise, a non-profit organization. Her term as director expires at the 2010 annual meeting.			2004
Myles S. Odaniell, 49		Mr. Odaniell became President and Chief Executive Officer and a director of the Company on January 2, 2008. From June 2003 to February 2006 he was Executive Vice President, Plastics and Petroleum, of Chemtura Corporation (formerly Crompton Corporation); from 2005 to 2006 he was also Chemtura’s Executive Vice President, Performance Chemicals. From 1999 to 2002, Mr. Odaniell was President, Coatings and Performance Chemicals, of Cytec Industries, Inc. (formerly American Cyanamid) and President, Cytec, Latin America. His term as director expires at the 2010 annual meeting.			2008
Jackson W. Robinson, 66		Mr. Robinson was Chairman of the Board of the Company from May 2005 to January 2, 2008. He is also the President and Chief Investment Officer of Winslow Management Company, LLC, having held that position since 1983. Mr. Robinson is also a director Jupiter European Opportunities Trust PLC. His term as director expires at the 2011 annual meeting.			1993
Craig A. Wolfanger, 50		Mr. Wolfanger has been President and Chief Executive Officer of Raptor Partners LLC, an investment banking firm, and its predecessor Raptor LLC since March 2005. Prior to that, he was an investment banker with Kidder, Peabody & Co. Incorporated, Alex. Brown & Sons Incorporated and Parker/Hunter Incorporated. He currently stands for reelection.			2001

MEETINGS

     Pursuant to the Corporate Governance Standards of the New York Stock Exchange, the Board holds regularly scheduled executive sessions without management, and at least annually schedules an executive session with only independent directors. Mr. Andy, as Chairman of the Board, presides over these sessions.

     The Board of Directors held 6 formal meetings during fiscal 2008. Every director attended at least 75% of the aggregate number of formal meetings of the Board and the committees on which the director served which were held while he or she was a director.

     Because the Company schedules its spring meeting of the Board of Directors in conjunction with the Annual Meeting of Shareholders, the Company’s directors are expected to and normally do attend each Annual Meeting. Eight of the nine members of the Board of Directors attended the Annual Meeting of shareholders held in 2008.

COMMITTEES

     The Board of Directors has three standing committees, Audit, Compensation and Governance. The Board has determined that all members of each of these committees are “independent” under the NYSE Corporate Governance Standards and the Company’s Director Independence Policy.

     Each of these committees has a written Charter setting forth its duties, responsibilities and authority as assigned by the full Board. Each Charter is posted in the Investor Relations/Corporate Governance section of the Company’s website, www.spartech.com , and a printed copy will be provided to any shareholder on request.

      Audit Committee . The Audit Committee consists of Mr. Campbell, Mr. Klein (Chair), Mr. Wolfanger. It met eight times during fiscal 2008. The Audit Committee’s principal responsibilities are to appoint the independent registered public accounting firm to audit the Company’s financial statements and perform other services related to the audit, to review the scope and results of the audit with the independent registered public accounting firm, to review with management and the independent registered public accounting firm the Company’s interim and year-end operating results, to oversee the external reporting by the Company, to consider the adequacy of the internal accounting and auditing procedures of the Company, to evaluate the objectivity of the internal auditors and the independence of the independent registered public accounting firm, and to approve and review any non-audit services to be performed by the independent registered public accounting firm. The Board has determined that the Audit Committee’s Chair, Mr. Klein, qualifies as an “audit committee financial expert” under the NYSE Corporate Governance Standards.

      Compensation Committee . The Compensation Committee consists of Mr. Dineen, Ms. Holt, Mr. Wolfanger and Ms. Lenehan (Chair). The Committee met eight times during fiscal 2008. Its principal responsibilities are to establish, and at least annually, review the compensation package for the Chief Executive Officer; to review, make suggestions on, and approve the compensation packages for all other executive officers; to review the financial terms of any other employment arrangement providing for base salary and target bonus of more than $250,000 per year; and to approve the annual awards under our equity compensation programs.

      Governance Committee . The Governance Committee consists of Mr. Campbell (Chair), Mr. Dineen, Ms. Holt and Mr. Robinson. It met two times during fiscal 2008. The Governance Committee’s principal responsibilities are to ensure that the Company is governed in an appropriate manner, to ensure that the membership of the Board continues to have a high degree of quality and independence by performing the functions generally carried on by a nominating committee, to review and make recommendations to the Board as to the appropriate amount and form of compensation for non-employee directors, and to ensure that any future change of control of the Company would occur, if at all, only on terms fair to the Company’s shareholders.

INDEPENDENCE

     The listing standards of the New York Stock Exchange include a set of Corporate Governance Standards applicable to NYSE listed companies. Among other things, the NYSE Corporate Governance Standards require a majority of the Board and all members of the Audit, Compensation and Governance Committees to be “independent” as defined by the NYSE. Pursuant to the NYSE Corporate Governance Standards, the Board has adopted a set of Corporate Governance Guidelines setting forth certain internal governance policies and rules as well as a Director Independence Policy implementing the NYSE director independence requirements. The Corporate Governance Guidelines and Director Independence Policy are set forth in the Investor Relations/Corporate Governance section of the Company’s website at www.spartech.com , and a printed copy will be provided to any shareholder on request.

     The Board has determined that all of the Company’s directors other than Mr. Odaniell meet all applicable independence standards and therefore qualify as “independent” directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During fiscal 2008, the Compensation Committee of the Board of Directors was composed of Mr. Dineen, Ms. Holt and Ms. Lenehan, none of whom was or is an officer of the Company and none of whom had or has any relationship requiring disclosure under the rules of the Securities and Exchange Commission.

CERTAIN BUSINESS RELATIONSHIPS AND TRANSACTIONS

     As a matter of practice, the Company generally does not engage in material transactions with related parties; however, the Director Independence Policy requires directors to disclose to the Governance Committee any relationship or transaction with a “related person” with respect to the Company which may be required to be publicly disclosed under the rules of the Securities and Exchange Commission. The Governance Committee must then review the transaction and approve or disapprove it taking into account all relevant

factors including, in the case of a director, the recommendations of the Company’s General Counsel as to whether it could affect the director’s independence. Company policy requires executive officers to make corresponding disclosures. During fiscal 2008 there were no related-party transactions that required disclosure pursuant to SEC rules.

CODE OF ETHICS

     The Company has adopted a Code of Ethics for its Chief Executive Officer and Senior Financial Officers. It has posted the Code of Ethics on its website and intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K by posting such information on its website. The Company also has adopted a Code of Business Conduct and Ethics for Directors, Officers and Employees. Both Codes are posted in the Investor Relations/Corporate Governance section of the Company’s website, www.spartech.com , and a printed copy will be provided to any shareholder on request.

COMPENSATION OF DIRECTORS

     The compensation of the Company’s directors is determined by the Governance Committee subject to approval by the entire Board.

     Since January 1, 2007, the Company has paid each non-management director, except for Mr. Andy, a base annual fee of $65,000, plus additional base annual fees of $10,000, $7,500 and $7,500 for the members (including the Chairs) of the Audit, Compensation and Governance committees, respectively. The Company also pays the Chairs of the Audit, Compensation and Governance committees additional fees of $10,000, $7,500 and $2,500 respectively. Based on the directors’ belief that attendance at meetings is expected as part of Board and Committee service, the Company does not pay fees for attendance at Board or committee meetings, but it does pay or reimburse the directors’ expenses incurred in attending meetings.

     Each non-management director, except for current and former Board chairmen, also receives an annual award of shares of restricted stock having a value of $50,000 based on the closing market price of the Company’s common stock on the date of grant, or if the grant date is not a trading day, the last previous trading day. Mr. Robinson, a former Chairman, received an annual award of restricted stock with a value of $60,000 while he was chairman. Restricted stock is common stock awarded subject to certain restrictions against transfer specified in the award agreement. Subsequent to Mr. Robinson’s fiscal 2008 award as former Board chairman, his yearly award will return to the standard Board member award.

      Mr. Andy’s Compensation . On January 2, 2008 the Board elected Mr. Andy as Chairman of the Board, replacing Mr. Robinson in that position. In lieu of all other cash and non-cash compensation for Mr. Andy for the remainder of 2008, 2009 and 2010, the Board agreed to grant Mr. Andy a one-time award of 69,882 shares of restricted stock, which had a value of $1,000,000 based on the January 2, 2008 closing market price of the Company’s common stock. One-third of these shares vested on the first trading day in January of 2009. The other two-thirds of the shares awarded will vest over the following two years, one-third on the first trading day in January of 2010 and one-third on the first trading day of January of 2011, and any unvested shares will be forfeited if Mr. Andy for any reason ceases to serve as Chairman; however, all unvested shares will immediately vest in the event of a “change in control” of the Company, which is defined and described under “Potential Payments upon Termination or Change in Control,” below.

      Director Stock Ownership Policy . The Board has adopted a Director Stock Ownership Policy. This Policy requires each non-management director to acquire and hold, within four years after the director is first elected to the Board (or by December 2010 for current directors), shares of Company common stock having an aggregate public market value of at least three times the director’s annual cash retainer for Board service. Under the current director compensation package, each director would be required to hold and retain at least $195,000 of Company common stock. Each director’s current stock ownership is shown in the table in the section captioned “Security Ownership.”

DIRECTOR COMPENSATION TABLE

The following table discusses Director Compensation for 2008:

																		Change in
																		Pension Value
																		and
		Fees																Nonqualified
		Earned or				Stock								Non-Equity				Deferred
		Paid in				Awards				Option				Incentive Plan				Compensation				All Other
Name (1)		Cash (2)				(3)				Awards				Compensation				Earnings (4)				Compensation				Total
Ralph B. Andy		$	25,833			$	327,774			None				None				$	1,864			None				$	355,471
Lloyd E. Campbell		$	105,000			$	49,993			None				None				$	1,864			None				$	156,857
Edward J. Dineen		$	80,000			$	49,993			None				None				None				None				$	129,993
Victoria M. Holt		$	80,000			$	49,993			None				None				$	676			None				$	130,669
Walter J. Klein		$	97,500			$	49,993			None				None				$	1,864			None				$	149,357
Pamela F. Lenehan		$	92,500			$	49,993			None				None				$	1,240			None				$	143,733
Jackson W. Robinson		$	83,750			$	60,006			None				None				$	2,540			None				$	146,296
Craig A. Wolfanger		$	82,500			$	49,993			None				None				$	1,864			None				$	134,357

DIRECTOR NOMINATIONS

     The Governance Committee of the Board of Directors is responsible under its Charter for identifying and selecting qualified candidates for election to the Board at each annual meeting of the shareholders as well as to fill any vacancies on the Board. In addition, shareholders who wish to recommend a candidate for election to the Board may submit such recommendation to the Chairman of the Board of the Company at the address set out under “Communication With Directors,” below. Any recommendation must include name, contact information, background, experience and other pertinent information on the proposed candidate and must be received in writing by October 31, 2009 for consideration by the Governance Committee for the 2010 Annual Meeting.

     Although the Governance Committee is willing to consider candidates recommended by shareholders, it has not adopted a formal policy with regard to the consideration of any director candidates recommended by security holders. The Committee believes that a formal policy is not necessary or appropriate because the Company has historically afforded representation on its Board to major, long-term shareholders on a case by case basis. For the past several years, the Company has not received any recommendations by shareholders for nominations to the Board.

     The Director Independence Policy requires that a person elected to the Board must qualify as an independent director if there are two or more non-independent directors already serving on the Board. The Governance Committee does not have any other specific minimum qualifications that must be met by a candidate for election to the Board of Directors in order to be considered for nomination by the Committee. In identifying and evaluating nominees for director, the Committee considers each candidate’s qualities, experience, background and skills, as well as any other factors which the candidate may be able to bring to the Board. The process is the same whether the candidate is recommended by a shareholder, another director, management or otherwise.

COMMUNICATION WITH DIRECTORS

     The Company has established procedures for shareholders or other interested parties to communicate directly with the Board of Directors. Such parties can contact the Board by mail at: Spartech Board of Directors, Attention: Ralph B. Andy, Chairman of the Board, c/o Pennatronics, P.O. Box 638, California, PA 15419. All communications made by this means will be received directly by the Chairman of the Board.

     With the unanimous approval of its independent directors, the Company has arranged for a third-party company, The Network, to provide an Ethics Hotline for employees, security holders and other interested parties to communicate concerns involving internal controls, accounting or auditing matters directly to the Audit Committee. The Company’s Ethics Hotline phone number is 800-886-2144 (U.S. and Canada) or 770-582-5285 (International). The Ethics Hotline can also be used to communicate other concerns to the Company’s management. Concerns can be reported anonymously, if the caller chooses.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

     This section describes Spartech’s compensation program for executive officers. The discussion focuses on the compensation program in effect for the 2008 fiscal year and compensation decisions made with respect to the compensation program. We address why we believe the program is appropriate for our Company and our shareholders, and we discuss the methodology for determining appropriate and competitive levels of compensation.

     Currently, Spartech has ten executive officers. These executives have the broadest job responsibilities and policy-making authority in the Company and are held accountable for the Company’s performance. Details of compensation for our Chief Executive Officer (CEO), Chief Financial Officer (CFO) and the three other highest paid executive officers (collectively called the “named executive officers”) can be found in the tables in the section captioned “Compensation of Executive Officers”, below.

What person or group is responsible for determining the compensation levels of executive officers?

     The Compensation Committee of our Board of Directors determines compensation for the CEO. It also reviews, makes suggestions on, and approves the CEO’s recommendations for the compensation of all other executive officers. In making its decisions, the Committee reviews the performance of the Company based on information provided to all Board members, considers the performance of the individual executive officers, and confers with an independent compensation consultant to assess the competitive market for comparable executives.

     The Committee assesses the performance of the Company in part based on specific measures and targets established by the Committee and the Board of Directors. As Board members, they receive regular updates on our business priorities, strategies and results during which they interact with our executive officers. However, compensation decisions are not driven entirely by financial performance assessments. Committee members use their judgment and discretion in making compensation decisions that support our compensation objectives and align with our compensation principles, as discussed in more detail below.

     Management’s recommendations for fiscal 2008 compensation were determined in consultation with DolmatConnell & Partners, whom the Committee retained as its independent consultant in 2008. DolmatConnell & Partners advises the Committee on compensation matters directly relating to executive cash compensation, long-term incentives (LTI) and severance agreements. In particular, the Committee asked DolmatConnell & Partners to assess the competitive positioning of our compensation programs relative to an appropriate peer group and against published surveys of a large number of cross-industry companies. DolmatConnell & Partners also works for the Compensation Committee on an ongoing basis to review and assess current Spartech compensation relative to competitive compensation practices and compensation packages for any newly hired executive officers.

     Our CEO, CFO, Senior Vice President of Human Resources, and internal and external legal counsel are also involved in our executive compensation process. The CEO is responsible for:

	•		reviewing the performance of his direct reports with the Committee;
	•		recommending base salary increases;
	•		establishing bonus targets for the performance-based bonuses;
	•		establishing equity award levels for the long-term incentive plan;
	•		establishing the short-term and long-term Company financial and non-financial performance goals that are used throughout the compensation plans; and
	•		advising the Committee regarding the compensation program’s ability to attract, retain, and motivate the level of executive talent necessary to achieve continued success of the Company.

     The CFO is responsible for providing input on the financial targets for our Incentive Compensation Plan and for presenting data regarding the impact of the executive compensation programs on our financials.

     The Senior Vice President of Human Resources is responsible for providing internal data regarding current pay programs and equity grant information, as well as providing the Committee with performance appraisal information.

     Our internal and outside external legal counsel are involved in assessing and reviewing employment agreements, structuring long-term incentive plans, and ensuring compliance with SEC disclosure processes and regulations.

What are the Company’s overall management compensation principles?

     The Compensation Committee has established the following principles for compensating Company management:

Pay for performance — Compensation should reflect the performance of the Company over the last fiscal year (the short-term) as well as over a longer period. In the short-term, compensation will reflect the extent to which goals are missed, met, or exceeded, taking into consideration individual ability to influence results. In the long term, the value delivered under equity-based programs will be driven largely by the performance of our share price and total shareholder return, both intrinsically and in comparison to other companies in our industry;

Support business strategy — Compensation programs should be aligned with business strategies focused on long-term growth and creating value for shareholders;

Pay competitively — Overall target compensation, which is compensation received when achieving expected results, should be in line with that of individuals holding comparable positions and producing similar results at other public corporations of similar size and industry; and

Focus on a total compensation perspective — All components of pay should be considered when making compensation decisions. These components include base salary, annual incentives, long-term incentives, benefits and perquisites.

     Over time, we believe our approach will help us to develop and retain talented managers who are committed to our success and to achieving superior performance.

What are the Company’s executive compensation objectives?

     Consistent with our overall compensation principles, the Committee has established the following executive compensation objectives to help facilitate the Company’s long-term success:

Drive superior performance — Encourage leaders to achieve and exceed our performance targets, both Company-established and relative to peer groups;

Focus on long-term success — Provide a significant portion of executives’ compensation through programs linked to our long-term success as incentives to help maximize shareholder return; and

Retain key executives — Retain those executives who have demonstrated superior talent and performance and whose continued employment is crucial to our success and growth.

How do we determine executive pay?

     The Committee’s compensation philosophy is to target the 50 ^th percentile in the marketplace, plus or minus approximately 15%. In the judgment of the Committee members, based on data provided by DolmatConnell & Partners, our compensation for the executive officer team is within the range of the 50 ^th percentile and consistent with our philosophy and target.

     For fiscal 2008, we benchmarked all significant elements of total direct compensation — base salary, bonus, total cash compensation, and all forms of long-term incentives — to the competitive marketplace, and in particular to a peer group of companies. Our peer group with respect to compensation decisions made for fiscal 2008 consisted of 16 companies selected by the Committee in consultation with DolmatConnell & Partners. The Committee considered several factors, including:

	§		Similar revenue and market capitalization size;
	§		Operation in the plastics, or another similar, related industry;
	§		Generally overlapping labor market for recruiting top talent; and
	§		Status as a publicly-traded, U.S.-based corporation.

The peer group is made up of the following 16 firms:

A. Schulman, Inc.		AEP Industries, Inc.		Albermarle Corp.
AptarGroup, Inc.		Bemis Co., Inc.		Ferro Corporation
Georgia Gulf Corporation		Myers Industries, Inc.		PolyOne Corp.
Rock-Tenn Co.		Rockwood Holdings, Inc.		RPM International, Inc.
Tredegar Corp.		Trex Co., Inc.		Sonoco Products Co.
The Valspar Corp.

     From 2007 to 2008, five peer group firms (Atlantis Plastics, Cytec Industries, Inc., Intertape Polymer Group, Inc., and ICO, Inc., and Wellman Inc.) were removed from the peer group, and one peer group firm was added (AptarGroup, Inc,).

     DolmatConnell & Partners also provided the Committee with data from broad-based, cross-industry surveys for comparative purposes as an additional resource for its 2008 executive compensation decisions. The survey data is used in conjunction with peer group data to offer a more complete set of data for benchmarking executive compensation.

What are the elements of executive compensation (what), why do we use these elements (why), how are the elements’ values determined (how determined), and if applicable, what are the mechanics of each program (program mechanics)?

           Short-Term Compensation Elements

     We believe that it is necessary to provide short-term compensation elements, because short-term incentives provide an immediate benefit paid in cash based on the achievement of immediate results, thereby promoting the achievement of short-term goals.

Base Salary

What : Base salary is annual fixed compensation and is a standard element of compensation necessary to attract and retain talent.

Why : Base salary represents the payment for a satisfactory level of individual performance as long as the employee remains employed with the Company.

How Determined : Base salary is set at the Committee’s discretion on an annual basis, primarily based on individual factors, such as position, salary history, individual performance, an individual’s time in that position, placement within the general salary range for the position, and competitive market conditions. The Committee budgets annual increases in accordance with broader market trends. The Committee also looks at the competitive marketplace and Company performance in setting aggregate salary increases. In fiscal 2008, the base salary amount was also benchmarked for reasonableness against the 50 ^th percentile of peer group and market survey base salary data for comparable jobs.

Performance-Based Bonus

What : The performance-based bonus is an annual bonus opportunity with actual payouts contingent upon Committee-approved financial performance goals.

Why : A performance-based bonus focuses management on our short-term (one fiscal year) financial results in specific targeted areas determined at the beginning of each year.

How Determined : The percentage of base salary for each executive officer is set at the Committee’s discretion. For fiscal 2008, this amount was also benchmarked against the 50 ^th percentile of bonus data for comparable jobs and responsibilities at peer group companies and in the broader market. Management sets performance targets and payout calculations in advance based on the annual business plan and such metrics as operating earnings, product sold, and net working capital as a percentage of sales. We pay out 100% of the target bonus if we achieve the target business plan results, which are not necessarily the amounts in our annual budget. The Committee also approves a scale for payouts above or below the target based on the perceived difficulty of achieving the targets; we design payouts above 100% to be self-funding from the increased earnings resulting from the higher performance results.

Program Mechanics : The potential payout range for fiscal 2008 for named executive officers was from 0% to 200% of target, with the payout based on achievement of performance targets. A multiplier is determined based on the level of performance target achievement. For the management group, other than the CEO, seventy (70%) percent of the amount is paid as calculated based on previously established financial goals. All or a portion of the remaining 30% calculated amount is paid based on an evaluation of the officer’s leadership and support with respect to the Company’s Oracle implementation. For the CEO performance based bonus, thirty (30%) percent of his target bonus (24% of base salary) is based on an evaluation of his leadership and support with respect to the Company’s Oracle implementation. The remaining 70% of target bonus (56% of base salary) is based on achieving the same performance targets as those applicable to the named executive officers. The 2008 bonus criteria and results are described in footnote (6) to the Summary Compensation Table under “Compensation of Executive Officers,” below. For fiscal 2009, the potential payout range is similar to that of fiscal 2008.

           Long-Term Compensation Elements

     We believe that long-term compensation elements provide appropriate motivational tools to achieve certain, long-term Company goals. We employ a portfolio approach to long-term incentive compensation, including stock-settled stock appreciation rights (SSARs), time-vested restricted stock, and performance shares. Each of these three elements has different motivational objectives: SSARs drive better business performance by having value only when the stock price increases; performance shares motivate the achievement of performance goals; and time-vested restricted stock effectively facilitates the retention of top talent.

     Each year, the Committee approves a target dollar amount based on management’s recommendations and by benchmarking to industry/peer group data provided by management and by our compensation consultant; this amount is then allocated among the various compensation elements. We have designed our long-term incentive mix to balance SSARs, time-vested restricted stock, and performance shares at roughly 40%, 30%, and 30%, respectively, of each individual’s total targeted long-term incentive compensation, but the actual percentages may vary depending on individual factors

     Executives participate in our long-term compensation programs based on their ability to make a significant contribution to the Company’s financial performance, their level of responsibility, their ability to meet performance objectives, and their leadership potential. No executive is entitled to participate automatically based on title, position, or salary level.

Stock-Settled Stock Appreciation Rights (SSARs)

What : SSARs are grants which, upon exercise, give the holder the right to receive the net appreciation in market value of a specified number of shares of our common stock over a base price. Under our plans, the base price may not be less than the closing stock price on the award date. Upon exercise, the net appreciation over the base price is settled in an equivalent number of common shares valued on the exercise date. SSARs are similar to stock options but result in fewer shares outstanding because only a net number of shares are issued.

Why : SSARs motivate long-term increases (up to 10 years) in common stock market price, because if the stock price does not increase, the award has no value.

How Determined : The number of SSARs issued is based on the approved target dollar amount of SSARs to be awarded, divided by the value of one SSAR, which we determined to be the Black-Scholes value of an equivalent stock option on the grant date.

Program Mechanics : For fiscal 2008, the number of SSARs issued to each executive represented approximately 40% of the total target value of all LTI awards to that executive. The specific terms of the fiscal 2008 SSAR awards are described under “Compensation of Executive Officers,” below.

Time-Vested Restricted Stock

What : Time-vested restricted stock is Company common stock which cannot be sold or transferred during the vesting period.

Why : Time-vested restricted stock facilitates retention by providing guaranteed in-the-money value, unlike SSARs or options. In addition, time-vested restricted stock provides immediate alignment with shareholders through current stock ownership. The value of current stock ownership may rise or fall and therefore can be more effective and provide a more immediate retention tool than the possibility of long-term future rewards.

How Determined : The number of shares of time-vested restricted stock issued is based on the approved target dollar amount of restricted stock to be awarded, divided by the value of one share of time-vested restricted stock, which we assume is equal to determined to be the closing stock price on the grant date.

Program Mechanics : For fiscal 2008, the number of shares of time-vested restricted stock issued to each executive represented approximately 30% of the total target value of all LTI awards to that executive. The specific terms of the fiscal 2008 restricted stock awards are described under “Compensation of Executive Officers,” below.

Performance Shares

What : Performance shares are units that are convertible into shares of Company common stock based on stated performance goals set by the Committee for each award.

Why : Performance shares are designed to promote and reward superior medium-term (3-year) Company performance by using factors which cannot be measured reliably over a one-year period.

How Determined : The number of performance shares issued is based on the approved target dollar amount of performance shares to be awarded, divided by the value of one performance share. Because the value of a performance share is not directly related to current stock price, we have the unit value of the performance share awards determined by independent valuation. For fiscal 2008, we engaged Deloitte & Touche to perform this valuation.

Program Mechanics : The performance standard we selected for performance share awards issued in fiscal 2008 was our “total return to shareholders” over the 2008, 2009 and 2010 fiscal years, compared to the total return over the same period to shareholders of our 16-firm peer group. The value of the award can exceed the target value if Company performance over that period exceeds that of other companies in the specified performance group; if Company performance over that period lags that of the companies in the performance group, the award value decreases or can become zero.

For fiscal 2008, the number of performance shares awarded to each executive represented approximately 30% of the total target value of all LTI awards to that executive. The specific terms of the fiscal 2008 performance share awards, including the method of calculating “total return to shareholders” and the eventual payout amount for these awards, are described in more detail under “Compensation of Executive Officers,” below.

           Benefit Plans

     We offer benefit plans to our executive officers as a competitive measure in order to attract and retain top talent.

401(k), Life Insurance, and Medical Benefits

All Company employees, including the executive officers, are eligible to participate in 401(k), life insurance, and medical benefits plans. The terms of such benefits for our executive officers are the same as those for all Company employees.

Deferred Compensation

What : Deferred compensation consists of annual defined contributions into a non-qualified executive retirement plan.

Why : This provides high-level employees with a partial substitute for our lack of a defined benefit retirement plan and contribution limits on 401(k) Plan contributions. We have no defined benefit plan, and we wish to remain competitive in the industry by providing a retention tool and retirement benefit without incurring the significant costs of a supplemental executive retirement plan or a traditional pension plan.

How Determined : The Committee reviews the plan in conjunction with its compensation consultant as a component of the total compensation program. Under the deferred compensation program, we credit 10% of the cash compensation of each participating executive for the preceding calendar year, up to $30,000, to a deferred compensation account for the executive. We select the funds in the portfolio, but the executive selects the funds in which to invest. Subject to specified vesting requirements, the value of an executive’s account is paid out upon termination of the executive’s employment.

Program Mechanics : More information about the Deferred Compensation Plan and the named executive officers’ accounts is provided under “Compensation of Executive Officers,” below.

           Perquisites

     We offer certain perquisites to our executive officers as a competitive measure in order to attract and retain top talent.

Leased Car / Auto Allowance

What : The auto allowance is an annual allowance provided to executives for the costs associated with maintaining an automobile.

Why : An auto allowance provides an additional perquisite to executives to provide competitive compensation without increasing base salaries. Company vehicles/car allowances are commonly provided to senior executives as well as sales personnel.

How Determined : For leased cars, the compensation amount is based on the value of personal use per IRS rules. For a car allowance, we set the amount to approximate the average total cost of financing, maintaining and operating an automobile reasonably appropriate to the executive’s position.

Program Mechanics : For fiscal 2008, the car allowance was $850/month and the business use of the car was reimbursable at a rate equal to 50% of the standard IRS mileage rate. Our CEO does not receive a car allowance.

Medicare Tax Gross-Up

What : The Medicare tax gross-up is a cash payment that is equal to the 1.45% Medicare Tax on deferred compensation contributions and income from personal use of Company cars.

Why : It preserves the full value of non-cash employee benefits and helps the executive avoid having to make out-of-pocket cash payments for non-cash benefits.

How Determined : The Committee reviews the gross-up in conjunction with its compensation consultant as a component of the total compensation program. The actual gross-up is determined via mathematical formula that calculates the percentage that will be grossed up to the executive based on the tax rate.

Program Mechanics : Because all executives already pay the maximum Social Security tax, the 1.45% Medicare tax is the only tax for which we make this payment.

Severance Agreements

What : Severance and change in control agreements are designed to protect executives in the event of certain termination events.

Why : They provide security for executives against sudden or arbitrary termination and help promote retention of high performing individuals. They also assist in recruiting and retaining key employees by providing competitive arrangements.

How Determined : The provisions of each severance agreement are determined by analysis of peer group/market trends and practices and are set at competitive levels with industry practice.

Program Mechanics : We have entered into severance and non-competition agreements to provide compensation to eligible executives whose employment is terminated involuntarily under certain circumstances. In January 2008, we entered into an agreement with our CEO upon his employment. In September 2008, the agreements with other executive managers were amended under terms and conditions similar to the CEO. Our plans or LTI awards may also provide payments or benefits in the event of the termination of employment or a change in control of the Company. The financial terms of these agreements as well as other provisions effective upon severance or a Change in Control are discussed in detail under “Potential Payments upon Termination or Change in Control,” below.

How do our decisions regarding each element affect decisions regarding the other elements?

     The Committee considers total cash and equity compensation when setting the compensation of executive officers. In doing so, the Committee considers the retention value of the long-term equity currently held by the executive and the impact that retirement or voluntary termination would have on the executive. Based on this review, the Committee may decide to adjust one or more elements of an executive’s total compensation. The Committee aims to provide competitive total direct compensation and assesses an executive’s total compensation package when looking at the executive’s competitive standing relative to the market.

     Additionally, the Committee seeks to provide a competitive compensation mix, with discretion depending on factors deemed relevant to the Committee, such as individual performance, internal equity, historical pay practices, etc. Certain compensation decisions may specifically affect other elements of compensation. For example, because potential bonus payouts and deferred compensation allocations are based on the executive’s base salary, increases in base salary also increase the amount of potential bonus payouts and deferred compensation contributions for which executives are eligible. Additionally, we employ a portfolio approach to long-term incentive compensation, including SSARs, time-vested restricted stock, and performance shares. Each of the three tools provides different motivational attributes that we believe appropriately motivate and retain top talent.

What were the results of the decisions made with regard to executive compensation for fiscal 2008?

	§		The Committee approved executive base salary increases for fiscal 2008 which were deemed to be competitive and consistent with the performance of the executive team and general market conditions.
	§		The Committee reviewed and DolmatConnell & Partners made recommendations to the Committee to update the peer group previously used in fiscal 2007. The Committee ultimately approved a 16-company peer group of plastics or chemical industry firms of generally similar size compared to Spartech, to be used for both benchmarking and performance share plan purposes during fiscal 2008. From 2007 to 2008, five peer group firms were removed from the peer group and one peer group firm was added, due to the Committee’s assessment that these firms were in an overlapping labor market for recruiting top talent and were appropriate comparator firms. Compensation analyses used this 16-company peer group during 2008, and the performance group used for fiscal 2008 performance share awards was the same as the 16-company compensation peer group. The composition of this peer group will be reviewed annually.
	§		The Committee approved target bonus levels for fiscal 2008 that were at the same percentage levels of salary as target bonuses for fiscal 2007. However, in the interest of aligning our pay-for-performance metrics with our competitors, for 2008 we reduced the maximum potential bonus from 300% to 200% of

			target. The Committee determined that the performance targets for the 2008 bonus were reasonable and related to our historical performance, including comparisons with our peer group and other related companies.
	§		In the interest of aligning the interests of management with the interests of shareholders, in May 2008, the Board of Directors increased participation in the executive stock ownership guidelines to include all Spartech vice presidents including those not designated as executive officers.
	§		The Committee approved a one-time restricted stock grant in May 2008 to Michael Marcely, our Vice President of Planning and Financial Analysis, with a grant date value of $10,000, in connection with his change in position and responsibilities. This one-time grant was deemed appropriate and consistent with levels of compensation for his new position.
	§		The Committee approved amendments to the terms of equity award forms in light of the effects of certain events, including resignation and retirement, on the vesting and exercisability of various equity awards. As of May 2008, our terms of equity award forms now accomplish the following:

	o		Employees who voluntarily resign will have up to 60 days after their resignation to exercise any vested SSARs;
	o		The qualification for retirement changed from age 60 to a combination of age plus years of service equal to 65;
	o		Upon an employee’s retirement, any unvested SSARs or restricted stock will be forfeited;
	o		The period during which an award is subject to forfeiture if the recipient engages in activities competitive with or detrimental to the Company is extended from one year after termination of employment to the entire remaining term of the award; and
	o		Deletes the provision for forfeiture of vested SSARs and performance shares in the event that a Retired employee engages in activities inconsistent with retirement.

The Committee determined that these changes better aligned our equity award terms with the marketplace.

What decisions did the Committee make with regard to CEO Compensation in fiscal 2008?

§

On January 2, 2008, the Board appointed Myles S. Odaniell to the position of President and Chief Executive Officer, and also elected him a director of the Company. The Company entered into an offer letter agreement and a severance and non-competition agreement with Mr. Odaniell, both effective upon commencement of his employment. Based on recommendations from DolmatConnell & Partners as to CEO compensation in our peer group, the Compensation Committee approved an annual base salary of $650,000 for Mr. Odaniell and a target bonus for 2008 equal to 80% of his base salary. Consistent with the terms of the bonuses for our other executive officers, the actual bonus payout was determined based on the achievement of the specified 2008 performance metrics, with a specified range from 0% to 200% of the target. 30% of the amount was awarded based on the Board’s evaluation of Mr. Odaniell’s leadership and support with respect to the Company’s Oracle implementation. In addition, as hiring and retention incentives and to encourage Mr. Odaniell’s long-term investment in the Company, the Committee granted Mr. Odaniell long-term equity awards with a total target value of $1,500,000, consisting of $500,000 in SSARs (priced at the Black-Scholes value on the grant date), $625,000 in time-vested restricted stock (priced at the NYSE closing price of the common stock on the grant date), and $375,000 in performance shares (priced at the independently appraised value on the grant date), all on the same vesting schedule and other terms provided in our standard 2007 award forms. Mr. Odaniell’s severance agreement provides that in the event of his termination without cause, he would be entitled to 24 months of salary continuation and payment of two times his average annual bonus awarded for the three fiscal years ended prior to termination; however, if the termination were to occur within 24 months of a change in control, Mr. Odaniell would receive an additional six months of salary continuation and an additional one-half times his average annual bonus. The other terms of his severance agreement are generally consistent with the severance agreements previously entered into by our other named executive officers, as described under “Potential Payments Upon Termination or Change in control,” below, except for the elimination of the tax gross-up provision.

What decisions has the Committee made with regard to executive compensation for fiscal 2009?

      Executive Officer Salaries

     Effective January 1, 2009, the Compensation Committee increased Mr. Marcum’s base salary from $250,000 to $290,000 based upon a study of market and industry related data. The Compensation Committee has determined that there will be no other increases in the annual base salaries of executive officers for at least the first six months of 2009 in response to the downturn in business and market conditions. The Compensation Committee will reevaluate the executive officers’ base salaries in the second half of 2009.

      Executive Bonus Plan

     Under the Company’s Executive Bonus Plan, cash awards may become payable to the named executive officers based on the Company’s achievement of specified performance goals set annually by the Compensation Committee. For fiscal 2009, the Committee has established the following target percentages: Mr. Odaniell — 80%, Mr. Martin — 60%, Mr. Ploeger — 60%, Mr. Marcum — 60%, and Mr. Marcely — 40%. In addition, for each fiscal year, the Committee establishes in advance one or more quantitative Company-wide performance measures, and the weighting of each. For 2009, the Committee has established the performance measures as earnings before interest, taxes, depreciation and amortization (“EBITDA”) (45% weighting), net working capital as a percent of sales (20% weighting), and individual objectives (35% weighting).

     The Committee also establishes a target amount for each performance measure at which the bonus payout is 100%, and a sliding scale above and below the target providing for greater or lesser payouts, with a maximum of 200% of the target and a minimum of zero, depending on the extent to which Company performance exceeds or falls short of the target.

      Long-Term Incentive Plan

     Effective January 27, 2009, the Committee approved the following grants to the named executive officers pursuant to the Company’s LTI:

		Shares of
		Restricted								Performance
		Stock				SSARs				Shares
Mr. Odaniell			48,750				107,250				39,000
Mr. Martin			16,250				35,750				13,000
Mr. Ploeger			16,250				35,750				13,000
Mr. Marcum			10,875				23,925				8,700
Mr. Marcely			6,900				15,180				5,520

Dolmat-Connell & Partners made recommendations to the committee and the committee ultimately approved an 18-company peer group of plastics or chemical industry companies of generally similar size compared to Spartech, to be used for both benchmarking and performance purposes. This 18-company peer group added three companies and deleted one company from the 2008 16-company peer group. Compensation analyses will use this new 18-company peer group going forward, and the performance group used for fiscal 2009 performance share awards will be the same as the 18-company compensation peer group. The composition of this peer group will be reviewed annually.

Does the Company have stock ownership guidelines for executive officers and directors?

     We have adopted stock ownership guidelines for both our executive officers and our directors. We believe it is important to align the interests of executive officers and directors with the interests of shareholders. The stock ownership guidelines for executive officers apply to all executive officers and all vice presidents of our principal operating divisions. To be in compliance with the guidelines, a covered officer must acquire and maintain ownership of Company common stock having an aggregate value at least equal to the specified multiple of the officer’s base salary:

Chief Executive Officer		3.0 x base salary
Executive Vice Presidents		2.0 x base salary
Other Vice Presidents		1.0 x base salary

     During any period of time that a covered officer’s ownership is below the applicable guideline, the officer must retain ownership of at least 50% of any net shares of Company common stock acquired by the officer pursuant to the vesting, payout or exercise of any stock-based compensatory award granted after the approval of the guidelines. For this purpose, “net” means after subtracting any shares sold or surrendered to pay taxes or to pay any required exercise price. Shares owned by the officer or members of the officer’s immediate family and shares held for the benefit of the officer under an employee benefit or retirement plan are counted towards attaining the required investment level. Restricted stock also counts towards calculating ownership levels. Stock options and SSARs do not count in calculating ownership levels, and performance shares or other performance-based awards also do not count unless all performance periods have closed and all performance conditions have been satisfied. Upon specific application, the Compensation Committee or its Chair may grant exceptions to the guidelines in cases of serious hardship or upon a satisfactory showing that the applicant has met the guidelines through acquisitions of common stock since the last valuation date.

     The stock ownership guidelines for our directors require them to hold a number of common shares for the tenure of their service. Directors must hold a number of shares with a minimum aggregate market value equal to three times the director’s annual cash retainer for Board service. Directors must reach and hold the ownership guidelines within four years after being elected to the Board. These guidelines are generally consistent with practices in our peer group and the broader market, and we believe they have traditionally worked well to align director and shareholder interests.

What are the tax and accounting considerations that factor into decisions regarding executive compensation?

     We consider tax and accounting implications in determining all elements of our compensation programs. Section 162(m) of the Internal Revenue Code of 1986, as amended, generally denies a deduction to any publicly held corporation for compensation paid in a taxable year to its named executive officers (other than qualified performance-based compensation) exceeding $1 million. The Compensation Committee considers the impact of this deductibility limit on the compensation that it intends to award, and attempts to structure compensation such that it is deductible whenever possible. For example, our annual bonus program is intended to satisfy the requirements of Section 162(m). However, the Committee also exercises its discretion to award compensation that does not meet the requirements of Section 162(m) when it considers it in the best interests of the Company to do so. The Committee has exercised this discretion, for example, when making stock awards without any performance-based conditions. The Committee believes that in some instances it is in the best interests of stockholders to grant stock awards without performance-based conditions, such as time-vested restricted stock, in order to recruit and retain key executives.

     When establishing executive compensation, the Compensation Committee considers its impact for financial reporting purposes. In particular, the Committee considers the impact on current and future periods of all equity compensation that it approves.

REPORT OF THE COMPENSATION COMMITTEE

     The Compensation Committee reviewed and discussed with management the above section captioned “Compensation Discussion and Analysis.” Based on this review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s 2008 Annual Report on Form 10-K.

Pamela F. Lenehan (Committee Chair)
Edward J. Dineen
Victoria M. Holt
Craig A. Wolfanger

COMPENSATION OF EXECUTIVE OFFICERS

     The following tables and discussion provide information about the fiscal 2008 compensation of the Company’s Chief Executive Officer, its Chief Financial Officer, its next three most highly compensated executive officers, and one additional individual, Jeffrey D. Fisher, the former Senior Vice President and General Counsel of the Company, for whom disclosure would have been provided but for the fact that he was not serving as an executive officer of the registrant at the end of the last completed fiscal year.

Summary Compensation Table

																										Change in
																										Pension Value
																										and
																						Non-Equity				Nonqualified
Name and																		Option				Incentive Plan				Deferred				All Other
Principal														Stock				Awards				Compensation				Compensation				Compensation
Position (1)		Year				Salary (2)				Bonus (3)				Awards (4)				(5)				(6)				Earnings (7)				(8)				Total
Myles S. Odaniell			2008			$	545,000			$	130,000			$	240,608			$	104,379			$	68,250			None				$	495,305			$	1,583,542
President and Chief			2007				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A
Executive Officer
Randy C. Martin			2008			$	417,873			$	280			$	167,331			$	219,253			$	58,050			None				$	57,200			$	919,987
Executive Vice President –			2007			$	486,346			$	280			$	64,061			$	220,525			$	26,076			None				$	47,927			$	845,215
Corporate Development and Chief Financial Officer
Steven J. Ploeger			2008			$	350,462			$	280			$	163,688			$	212,030			$	48,060			None				$	65,269			$	839,789
Executive Vice President – Sheet			2007			$	333,962			$	280			$	61,025			$	181,369			$	17,467			None				$	51,706			$	645,809
and Engineered Products
Michael L. Marcum			2008			$	256,969			$	280			$	233,060			$	148,824			$	33,750			None				$	47,448			$	720,331
Executive Vice President – Color			2007				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A
& Specialty Compounds
Michael G. Marcely			2008			$	239,231			$	280			$	66,492			$	75,485			$	24,263			None				$	52,310			$	458,061
Vice President -			2007			$	257,269			$	4,280			$	23,143			$	64,455			$	10,803			None				$	43,901			$	403,851
Planning and Analysis

																										Change in
																										Pension Value
																										and
																						Non-Equity				Nonqualified
Name and																		Option				Incentive Plan				Deferred				All Other
Principal														Stock				Awards				Compensation				Compensation				Compensation
Position (1)		Year				Salary (2)				Bonus (3)				Awards (4)				(5)				(6)				Earnings (7)				(8)				Total
Jeffrey D. Fisher			2008			$	217,623			$	280			$	6,406			$	10,398			$	0			None				$	479,388			$	714,095
Former Senior Vice President and			2007			$	278,558			$	280			$	32,030			$	109,651			$	10,007			None				$	47,942			$	478,468
General Counsel

Notes to Summary Compensation Table:

(1)		Effective July 16, 2007, George A. Abd resigned as President and Chief Executive Officer and Randy C. Martin was named by the Board as President and Chief Executive Officer on an interim basis pending a search for a new Chief Executive Officer. On January 2, 2008, when Myles S. Odaniell became the Company’s President and Chief Executive Officer, Mr. Martin resumed his prior position and duties. Effective July 25, 2008, Jeffrey D. Fisher, resigned as Senior Vice President and General Counsel of the Company. Michael L. Marcum was not a named executive officer during fiscal 2007.
(2)		In December 2006, the Compensation Committee approved the following increases in the annual base salaries of current named executive officers: Mr. Martin, from $330,000 to $345,000; Mr. Ploeger, from $310,000 to $320,000; Mr. Fisher, from $265,000 to $275,000; and Mr. Marcely, from $190,000 to $206,000. The increases for such named executive officers were effective January 1, 2007. On July 16, 2007, the Committee approved a temporary increase in Mr. Martin’s base salary to reflect his additional status as interim Chief Executive Officer, and a temporary increase in Mr. Marcely’s base salary to reflect his interim assumption of some of Mr. Martin’s duties as Chief Financial Officer; these temporary increases remained in effect until January 2, 2008, when Myles S. Odaniell became the Company’s President and Chief Executive Officer with an annual salary of $650,000. In December 2007 the Committee approved increases in the named executive officers’ base salaries for 2008, to $356,000 for Mr. Martin and Mr. Ploeger, $250,000 for Mr. Marcum, $220,000 for Mr. Marcely and $284,000 for Mr. Fisher. Effective January 1, 2009, the Compensation Committee increased Mr. Marcum’s base salary from $250,000 to $290,000 based upon a study of market and industry related data. The Compensation Committee will consider increases for the CEO, CFO and the other named executive officers following the first half of fiscal 2009 in response to the downturn in business and current market conditions.
(3)		The amount in this column represents a $130,000 bonus awarded by the Compensation Committee to Mr. Odaniell during fiscal 2008 for his leadership of the Oracle implementation. This amount also includes the value of holiday gift cards given to all Corporate Office employees. Mr. Odaniell did not receive holiday gift cards during fiscal 2008. Formula bonuses for 2008 paid under the Company’s Executive Bonus Plan are reflected in the column captioned “Non-Equity Incentive Plan Compensation.
(4)		The amounts in this column reflect the expense recognized for financial statement reporting purposes for the fiscal years ended November 1, 2008 and November 3, 2007, in accordance with FAS 123(R), for restricted stock and performance share awards granted in fiscal 2008. Assumptions used in the calculation of these amounts are included in Note 7, Stock-Based Compensation, to the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended November 1, 2008.
(5)		The amounts in this column reflect the expense recognized for financial statement reporting purposes for the fiscal years ended November 1, 2008 and November 3, 2007, in accordance with FAS 123(R),

		for stock option and stock-settled stock appreciation right awards granted in fiscal 2008, 2007, 2006 and 2005.
(6)		The amounts shown in this column reflect cash awards payable to named executive officers under the Company’s Executive Bonus Plan, based on the Company’s achievement of specified performance goals set annually by the Compensation Committee. Under the Executive Bonus Plan, for each fiscal year the Committee establishes in advance:

	(i)		A target award for each officer, based on a specified percentage of the officer’s base salary; the target percentages for 2008 were 80% for Mr. Odaniell, 60% for Mr. Martin, Mr. Ploeger and Mr. Marcum, and 40% for the other named executive officers.
	(ii)		One or more quantitative Company-wide performance measures, and the weighting of each; for 2008, the measures were operating earnings (60% weighting), sales volume (20% weighting), and net working capital as a percentage of sales (20% weighting). For 2007, the measures were operating earnings (60% weighting), conversion costs per pound (20% weighting), and net working capital as a percentage of sales (20% weighting). “Conversion cost per pound” was defined as total cost to convert raw materials into finished goods divided by net pounds of finished goods sold; and “net working capital as a percentage of sales” was defined as total net receivables plus inventory plus prepaid and other current assets less accounts payable, accrued liabilities and other current liabilities,divided by net sales, expressed as a percentage.
	(iii)		A target amount for each performance measure, at which the bonus payout is 100%, and a sliding scale above and below the target providing for greater or lesser payouts, with a maximum of 200% of the target and a minimum of zero, depending on the extent to which Company performance exceeds or falls short of the target; for 2008, the threshold, target and maximum payout levels were set to correspond with operating earnings of $74,400,000, $93,000,000 and $111,600,000 respectively; sales volume of 1,258,000,000, 1,480,000,000 and 1,628,000,000 respectively; and average net working capital as a percentage of sales of 10.7%, 10.2% and 9.2%, respectively; for 2007, the threshold, target and maximum payout levels were set to correspond with operating earnings of $90,000,000, $103,854,000 and $122,371,000 respectively; average conversion cost per pound of $0.235, $0.225 and $0.217, respectively; and average net working capital as a percentage of sales of 11.0%, 9.0% and 7.4%, respectively. In each case, achievement of the target amount required an improvement in the prior year’s results.
			Based on the Company’s fiscal 2008 performance against these measures, comprised of operating earnings of $26,793,000, sales volume of 1,235,975,000 pounds sold, and net working capital as a percentage of sales of 10.2%, the Executive Bonus Plan payout for 2008 was 22.5% of the bonus targets. Based on the Company’s fiscal 2007 performance against these measures, comprised of operating earnings of $75,285,000, conversion costs per pound of $0.233, and net working capital as a percentage of sales of 10.4%, the Executive Bonus Plan payout for 2007 was 9.1% of the bonus targets.

(7)

The Company does not have a pension plan. Earnings credited to participants’ accounts under the Company’s Deferred Compensation Plan are not guaranteed but are based on actual market results, as explained in connection with the table captioned “Nonqualified Deferred Compensation,” below.

(8)

The amounts shown in this column consist of the following:

						Company
						Contributions
						to				Matching				Dividends
						Nonqualified				Contributi				on												Perquisites
						Deferred				ons to				Unvested				Tax								and
						Compensation				401(k) Plan				Restricted				Gross-				Relocation				Personal				Severance
Name		Year				Plan (a)				(b)				Stock (c)				Ups (d)				(e)				Benefits (f)				(g)				Total
Myles S. Odaniell			2008			$	0			$	7,750			$	16,162			$	0			$	471,393			$	0			$	0			$	495,305
			2007				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A
Randy C. Martin			2008			$	30,000			$	7,750			$	8,022			$	371			$	0			$	11,057			$	0			$	57,200
			2007			$	30,000			$	7,750			$	2,678			$	307				—			$	7,192			$	0			$	47,927
Steven J. Ploeger			2008			$	30,000			$	7,793			$	7,966			$	334			$	0			$	19,176			$	0			$	65,269
			2007			$	30,000			$	8,260			$	2,570			$	332				—			$	10,544			$	0			$	51,706
Michael L. Marcum			2008			$	24,937			$	3,150			$	4,891			$	197			$	0			$	14,273			$	0			$	47,448
			2007				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A
Michael G. Marcely			2008			$	28,319			$	6,347			$	3,400			$	338			$	0			$	13,906			$	0			$	52,310
			2007			$	27,289			$	7,389			$	1,037			$	322				—			$	7,864			$	0			$	43,901
Jeffrey D. Fisher			2008			$	28,443			$	5,060			$	3,731			$	265			$	0			$	8,532			$	433,357			$	479,388
			2007			$	30,000			$	7,750			$	1,339			$	356				—			$	8,497			$	0			$	47,942

GRANTS OF PLAN-BASED AWARDS TABLE

																																		All Other
																																		Stock				All Other
																																		Awards:				Option				Exercise or				Grant Date
																																		Number				Awards:				Base Price				Fair Value
						Date of																												of Shares				Number of				of Option				of Stock
						Compensation				Estimated Future Payouts Under												Estimated Future Payouts												of Stock				Securities				Awards				and Option
						Committee				Non-Equity Incentive Plan Awards												Under Equity Incentive Plan												or Units				Underlying				(per share)				Awards
Name		Grant Date				Action (1)				(2)												Awards (shares) (3)												(4)				Options (5)				(5)				(4)(5)(6)
										Threshold				Target				Maximum				Threshold				Target				Maximum
Myles S. Odaniell			1/2/2008				1/2/2008			$	0			$	520,000			$	884,000
			2/1/2008				12/19/2007																19,900				39,800				79,600															$	375,314
			1/2/2008				1/2/2008																												43,680											$	625,061
			1/2/2008				1/2/2008																																110,600			$	14.31			$	500,129
Randy C. Martin			12/19/2007				12/19/2007			$	0			$	213,600			$	427,200
			2/1/2008				12/19/2007																7,600				15,200				30,400															$	135,432
			12/19/2007				12/19/2007																												17,960											$	242,999
			12/19/2007				12/19/2007																																42,100			$	13.53			$	180,188
Steven J. Ploeger			12/19/2007				12/19/2007			$	0			$	213,600			$	427,200
			2/1/2008				12/19/2007																7,600				15,200				30,400															$	135,432
			12/19/2007				12/19/2007																												17,960											$	242,999
			12/19/2007				12/19/2007																																42,100			$	13.53			$	180,188
Michael L. Marcum			12/19/2007				12/19/2007			$	0			$	150,000			$	300,000
			2/1/2008				12/19/2007																5,100				10,200				20,400															$	90,882
			12/19/2007				12/19/2007																												12,200											$	165,066
			12/19/2007				12/19/2007																																28,100			$	13.53			$	120,268
Michael G. Marcely			12/19/2007				12/19/2007			$	0			$	88,000			$	176,000
			2/1/2008				12/19/2007																3,200				6,400				12,800															$	57,024
			12/19/2007				12/19/2007																												7,480											$	101,204
			6/16/2008				6/16/2008																												1,000											$	10,370
			12/19/2007				12/19/2007																																17,800			$	13.53			$	76,184
Jeffrey D. Fisher			12/19/2007				12/19/2007			$	0			$	113,600			$	227,200
			2/1/2008				12/19/2007																4,250				8,500				17,000															$	75,735
			12/19/2007				12/19/2007																												9,800											$	132,594
			12/19/2007				12/19/2007																																23,400			$	13.53			$	100,152

A. Schulman, Inc.		AEP Industries, Inc.		Albermarle Corp.
AptarGroup, Inc.		Bemis Co., Inc.		Ferro Corporation
Georgia Gulf Corporation		Myers Industries, Inc.		PolyOne Corp.
Rock-Tenn Co.		Rockwood Holdings, Inc.		RPM International, Inc.
Sonoco Products Co.		Tredegar Corp.		Trex Co., Inc.
The Valspar Corp.

OUTSTANDING EQUITY AWARDS AT NOVEMBER 1, 2008

						Option Awards																								Stock Awards
																																						Equity
														Equity																				Market				Incentive				Equity
														Incentive																Number				Value of				Plan				Incentive Plan
														Plan																of Shares				Shares or				Awards:				Awards:
						Number of								Awards:																or Units				Units of				Number of				Market or
						Securities				Number of				Number of												Unrealized				of Stock				Stock				Unearned				Payout Value
						Underlying				Securities				Securities												Value				That				That				Shares, Units				of Unearned
						Unexercised				Underlying				Underlying												of				Have				Have				or Other				Shares, Units
						Options -				Unexercised				Unexercised				Option				Option				Exercisable				Not				Not				Rights That				or Other Rights
Name, Type of						Exercisable				Options -				Unearned				Exercise				Expiration				Options				Vested				Vested				Have Not				That Have Not
Award		Grant Date				(1)				Unexercisable (1)				Options				Price				Date				(2)				(3)				(3)				Vested (4)				Vested (4)
Myles S. Odaniell
														None
SSAR			1/2/2008				—				110,600							$	14.31				1/1/2018				—
Restricted Stock			1/2/2008																												43,680			$	277,805
Performance Shares			2/1/2008																																				19,900			$	126,564
Randy C. Martin
														None
Stock Option			11/1/1999				6,750				—							$	28.63				10/31/2009				—
Stock Option			12/6/2000				22,500				—							$	11.19				12/5/2010				—
Stock Option			12/6/2001				25,000				—							$	21.10				12/5/2011				—
Stock Option			12/12/2002				30,000				—							$	18.08				12/11/2012				—
Stock Option			12/11/2003				30,000				—							$	21.90				12/10/2013				—
Stock Option			12/10/2004				27,000				9,000							$	26.02				12/9/2014				—
Stock Option			12/19/2005				15,000				15,000							$	21.19				12/18/2015				—
SSAR			12/15/2006				4,425				13,275							$	26.41				12/14/2016				—
Restricted Stock			12/15/2006																												3,720			$	23,659
Performance Shares			3/1/2007																																				1,900			$	12,084
SSAR			12/19/2007				—				42,100							$	13.53				12/18/2017				—
Restricted Stock			12/19/2007																												17,960			$	114,226
Performance Shares			2/1/2008																																				7,600			$	48,336
Steven J. Ploeger
														None
Stock Option			11/1/1999				3,250				—							$	28.63				10/31/2009				—
Stock Option			12/6/2000				10,500				—							$	11.19				12/5/2010				—
Stock Option			12/6/2001				7,100				—							$	21.10				12/5/2011				—
Stock Option			12/12/2002				7,500				—							$	18.08				12/11/2012				—
Stock Option			12/11/2003				9,000				—							$	21.90				12/10/2013				—
Stock Option			12/10/2004				27,000				9,000							$	26.02				12/9/2014				—
Stock Option			12/19/2005				15,000				15,000							$	21.19				12/18/2015				—
SSAR			12/15/2006				4,300				12,900							$	26.41				12/14/2016				—
Restricted Stock			12/15/2006																												3,570			$	22,705
Performance Shares			3/1/2007																																				1,800			$	11,448
SSAR			12/19/2007				—				42,100							$	13.53				12/18/2017				—
Restricted Stock			12/19/2007																												17,960			$	114,226
Performance Shares			2/1/2008																																				7,600			$	48,336