• Review and approve a peer group of companies to be used for marketplace trend analysis and to assess the competitiveness of the Company’s total compensation opportunities for executive officers. 2 • Review and approve corporate goals and objectives relevant to the Chief Executive Officer’s compensation; in conjunction with the evaluation conducted by the Board (including as described in the Company’s Corporate Governance Guidelines), evaluate the Chief Executive Officer’s performance annually in light of these goals and objectives; and determine and recommend to the independent members of the Board for their determination and approval the Chief Executive Officer’s compensation level based on this evaluation and considering comparable market data provided by an independent compensation consultant. • In determining the long-term incentive component of the Chief Executive Officer’s compensation, consider the Company’s performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the Chief Executive Officer in the past. • Review and approve the compensation of other executive officers of the Company, including benefits and perquisites, taking into consideration the Company’s performance, comparable market data, the performance of each executive officer, and such other factors as may, in the Committee’s discretion, be appropriate. • In evaluating and making recommendations regarding, or determining and approving, executive officer compensation, the Committee shall consider the results of the most recent shareholder advisory vote on executive compensation (“Say on Pay Vote”) required by Section 14A of the Exchange Act. • Make recommendations to the Board with respect to the approval of incentive compensation plans for executive officers and all equity-based plans. • For annual (or other short term) incentive plans: o Review and approve annual incentive plans (including performance criteria, target awards, payout criteria and similar award design items applicable under such plans) that are applicable to executive officers and any Company officers reporting directly to the Chief Executive Officer. o Review and approve attainment levels and payments to executive officers and any other Company officers reporting directly to the Chief Executive Officer. • For long-term and equity-based incentive plans: o Review and approve the performance criteria, target awards, payout criteria and similar award design items for recipients of grants and awards under the plans. o Review and approve grants, awards, and attainment levels, including equity-based grants, to recipients of grants and awards under such plans. o Review and approve payments for performance-based grants and awards to executive officers and any other Company officers reporting directly to the Chief Executive Officer, as applicable, under such plans. • Administer the Company’s equity-based incentive compensation plans and other plans adopted by the Board that contemplate administration by the Committee. • Review and approve the terms of all employment agreements, executive severance plan and agreements, management continuity agreements and change in control agreements for elected officers. • Approve the adoption and amendment of Company stock ownership guidelines and annually review compliance with these guidelines. 3 Non-employee Director Compensation. • Review the compensation of non-employee directors and make recommendations to the Board regarding changes to existing compensation levels. • Review and recommend to the Board for its approval equity-based grants and awards to non- employee directors under the Company’s equity-based plans and annually review compliance with Company stock ownership guidelines. Oversee Regulatory Compliance. • Review and assess risks arising from the Company’s compensation policies and practices for its executive officers and employees and assess whether any such risks are reasonably likely to have a material adverse effect on the Company. • In consultation with appropriate officers of the Company, oversee (or provide for the oversight of) regulatory compliance with respect to compensation matters, including with respect to applicable tax laws. • Review and recommend to the Board for approval the frequency with which the Company will conduct Say on Pay Votes, taking into account the results of the most recent shareholder advisory vote on the frequency of Say on Pay Votes required by Section 14A of the Exchange Act, and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Company’s proxy statement. Review and Discuss the CD&A; Compensation Committee Report. • With the assistance of management and any outside advisers the Committee deems appropriate (a) review and discuss with management the Company’s disclosures in the CD&A, and, based on this review, make a recommendation as to whether to include it in the Company’s annual report on Form 10-K and proxy statement relating to the Company’s annual meeting of shareholders, and (b) prepare a Compensation Committee Report for inclusion in the Company’s proxy statement or other applicable SEC filings. 4 Board Reports and Annual Evaluation. • Regularly report the Committee’s activities and any recommendations to the Board in such manner and at such times as the Committee or the Board deems appropriate. • Conduct an annual evaluation of the Committee’s performance.

You have the responsibility to conduct full-scale end-product performance testing to determine suitability in your application, and you assume all risk and liability arising from your use of the information and/or use or handling of any product. You have the responsibility to conduct full-scale end-product performance testing to determine suitability in your application, and you assume all risk and liability arising from your use of the information and/or use or handling of any product.

You have the responsibility to conduct full-scale end-product performance testing to determine suitability in your application, and you assume all risk and liability arising from your use of the information and/or use or handling of any product. You have the responsibility to conduct full-scale end-product performance testing to determine suitability in your application, and you assume all risk and liability arising from your use of the information and/or use or handling of any product.

You have the responsibility to conduct full-scale end-product performance testing to determine suitability in your application, and you assume all risk and liability arising from your use of the information and/or use or handling of any product. You have the responsibility to conduct full-scale end-product performance testing to determine suitability in your application, and you assume all risk and liability arising from your use of the information and/or use or handling of any product.

You have the responsibility to conduct full-scale end-product performance testing to determine suitability in your application, and you assume all risk and liability arising from your use of the information and/or use or handling of any product. You have the responsibility to conduct full-scale end-product performance testing to determine suitability in your application, and you assume all risk and liability arising from your use of the information and/or use or handling of any product.

You have the responsibility to conduct full-scale end-product performance testing to determine suitability in your application, and you assume all risk and liability arising from your use of the information and/or use or handling of any product. You have the responsibility to conduct full-scale end-product performance testing to determine suitability in your application, and you assume all risk and liability arising from your use of the information and/or use or handling of any product.

You have the responsibility to conduct full-scale end-product performance testing to determine suitability in your application, and you assume all risk and liability arising from your use of the information and/or use or handling of any product. PolyOne conducted a comparative study of polymer resistance to three common, harsh disinfectant chemistries.

• Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to: � Disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the availability and cost of credit in the future; � The financial condition of our customers, including the ability of customers (especially those that may be highly leveraged and those with inadequate liquidity) to maintain their credit availability; � The speed and extent of an economic recovery, including the recovery of the housing market; � The amount and timing of repurchases, if any, of PolyOne common shares and our ability to pay regular quarterly cash dividends and the amounts and timing of any future dividends; � The effect on foreign operations of currency fluctuations, tariffs, and other political, economic and regulatory risks; Changes in polymer consumption growth rates in the markets where we conduct business; Forward Looking Statements � Changes in polymer consumption growth rates in the markets where we conduct business; � Changes in global industry capacity or in the rate at which anticipated changes in industry capacity come online; � Fluctuations in raw material prices, quality and supply and in energy prices and supply; � Production outages or material costs associated with scheduled or unscheduled maintenance programs; � Unanticipated developments that could occur with respect to contingencies such as litigation and environmental matters; � An inability to achieve or delays in achieving or achievement of less than the anticipated financial benefit from initiatives related to working capital reductions, cost reductions, employee productivity goals, and an inability to raise or sustain prices for products or services; � The ability to successfully integrate acquired companies into our operations, retain the management teams of acquired companies, and retain relationships with customers of acquired companies, including without limitation, Color Matrix Group, Inc.

You have the responsibility to conduct full-scale end-product performance testing to determine suitability in your application, and you assume all risk and liability arising from your use of the information and/or use or handling of any product. You have the responsibility to conduct full-scale end-product performance testing to determine suitability in your application, and you assume all risk and liability arising from your use of the information and/or use or handling of any product.

In creating the Black Label, Rome sought to add a premium highback to their binding collection that would be flexible and durable, providing highly responsive performance in an ultra-light, high-tech binding.