Independence Assessment of Outside Advisers • The Committee may select a compensation consultant, legal counsel or other adviser to the Committee or receive advice from a compensation consultant, legal counsel or other adviser (other than in-house legal counsel or any compensation consultant, legal counsel or other adviser whose role is limited to the following activities for which no disclosure would be required under Item 407(e)(3)(iii) of Regulation S-K: consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Company, and that is available generally to all salaried employees; or providing information that either is not customized for a particular company or that is customized based on parameters that are not developed by the compensation consultant, and about which the compensation consultant does not provide advice) only after taking into consideration all factors relevant to that person’s independence from management, including the following: 5 • the provision of other services to the Company by the employer of the compensation consultant, legal counsel or other adviser; • the amount of fees received from the Company by the employer of the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the employer of the compensation consultant, legal counsel or other adviser; • the policies and procedures of the employer of the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest; • any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee; • any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and • any business or personal relationship of the compensation consultant, legal counsel, other adviser or the employer of the adviser with an executive officer of the Company Committee Meetings and Action • A majority of the Committee members will be a quorum for the transaction of business

Independence Assessment of Outside Advisers • The Committee may select a compensation consultant, legal counsel or other adviser to the Committee or receive advice from a compensation consultant, legal counsel, or other adviser only after taking into consideration all factors relevant to that person’s independence from management, including the following: o the provision of other services to the Company by the employer of the compensation consultant, legal counsel or other adviser; o the amount of fees received from the Company by the employer of the compensation consultant, legal counsel, or other adviser, as a percentage of the total revenue of the employer of the compensation consultant, legal counsel or other adviser; o the policies and procedures of the employer of the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest; o any business or personal relationship of the compensation consultant, legal counsel, or other adviser with a member of the Committee; o any stock of the Company owned by the compensation consultant, legal counsel, or other adviser; and o any business or personal relationship of the compensation consultant, legal counsel, other adviser, or the employer of the adviser with an executive officer of the Company Committee Meetings and Action • A majority of the Committee members will be a quorum for the transaction of business. • The action of a majority of those present at a meeting at which a quorum is present will be the act of the Committee. • Any action that may be taken at a meeting of the Committee may be taken by written consent so long as the written consent is unanimously approved and filed with the Corporate Secretary

Senior management believes these measures are useful to investors because they allow for comparison to PolyOne's performance in prior periods without the effect of items that, by their nature, tend to obscure PolyOne's operating results due to the potential variability across periods based on timing, frequency and magnitude.

Senior management believes these measures are useful to investors because they allow for comparison to PolyOne's performance in prior periods without the effect of items that, by their nature, tend to obscure PolyOne's operating results due to the potential variability across periods based on timing, frequency and magnitude.

US FDA and EU food contact information is available on request.

The useful life of plastisol is dependent upon the specific formulation.

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