FIRST AMENDMENT AND RESTATEMENT
NON-QUALIFIED DEFERRED COMPENSATION PLAN
WHEREAS, Spartech adopted its Non-Qualified Deferred Compensation Plan effective January 1, 1994, to
provide certain employees with additional retirement benefits through the Plan, in order to encourage their
continued employment with Spartech; and
WHEREAS, this amendment and restatement of the Plan has been approved by the Board;
NOW, THEREFORE, the Plan is amended and restated to read as follows, effective January 1, 2000:
Article 1. Definitions.
"Account" or "Deferred Compensation Account" means an account established for a Participant pursuant to
Section 4.1, or the balance thereof, according to the context.
"Affiliated Company" means any corporation which is a member of the controlled group of corporations of which
Spartech is a member, as determined by
Section 1563(a) of the Code, without regard to Sections 1563(a)(4) and (4)(3)(C) of the Code.
"Beneficiary" means any person, corporation or trust last designated by a Participant in writing to receive benefits
provided under the Plan. Provided, that if a designation is not made or cannot be located by the time the payment
of Benefits commences, or if the named Beneficiary predeceases the Participant and no contingent Beneficiary
has been named, the Beneficiary shall be the Participant's Spouse, if such Spouse survives the Participant; or if
the Spouse does not survive the Participant, the Beneficiaries shall be the Participant's descendants (including
adopted children), per stirpes; or if no descendants survive the Participant, the Beneficiary shall be the
"Benefits" has the meaning given in Section 5.4.
"Board" means the board of directors of Spartech.
"Cause" means proven dishonesty or theft, conviction of a felony, habitual drunkenness or drug abuse or material
breach of the Participant's employment contract with Spartech or an Affiliated Company; a determination of
whether Cause exists in any g