On June 1, 2009, A. Schulman, Inc. (the "Company") entered into a Second Amendment (the "Second Amendment") with a group of investors led by Barington Capital Group, L.P. (such entities, collectively, the "Barington Group"). The Second Amendment amends the 2007 Agreement entered into by and between the Company and the Barington Group on November 15, 2007, as subsequently amended on October 10, 2008. Pursuant to the terms of the Second Amendment, the Company and the Barington Group have agreed to form a Strategic Committee as a regular committee of the Company's Board of Directors to replace the Special Committee that had been created under the 2007 Agreement to explore strategic alternatives to maximize and improve shareholder value. The foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

(d) Exhibits.

Exhibit Number         Description
10.1                   Second Amendment to 2007 Agreement by and between the
                       Company and the Barington Group, dated June 1, 2009.