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POLYONE CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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2

[POLYONE LOGO]

POLYONE CORPORATION

NOTICE OF 20012002
ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
3

POLYONE CORPORATION

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS

The Annual Meeting of Shareholders of PolyOne Corporation will be held at
The Forum Conference and Education Center, 1375 E. Ninth Street, Cleveland, Ohio
at 9:00 a.m. on Wednesday,Thursday, May 2, 2001.23, 2002. The purposes of the meeting are:

1. To elect Directors; and

2. To consider and transact any other business that may properly come
before the meeting.

Shareholders of record at the close of business on March 15, 2001,25, 2002, are
entitled to notice of and to vote at the meeting.

For the Board of Directors

/s/ Gregory L. Rutman
GREGORY L. RUTMANWendy C. Shiba
WENDY C. SHIBA
Vice President, Chief Legal Officer
March 28, 2001and Secretary

April 4, 2002

POLYONE CORPORATION
200 PUBLIC SQUARE
SUITE 36-5000
CLEVELAND, OHIO 44114

PROXY STATEMENT
DATED APRIL 4, 2002

The Board of Directors of PolyOne Corporation (the "Company") respectfully requests your
proxy for use at the Annual Meeting of Shareholders to be held at The Forum
Conference and Education Center, 1375 E. Ninth Street, Cleveland, Ohio at 9:00
a.m. on Thursday, May 2, 2001,23, 2002, and at any adjournments of that meeting. This
Proxy Statementproxy statement is to inform you about the matters to be acted upon at the
meeting.

If you attend the meeting, you may vote your shares by ballot. If you do
not attend, your shares may still be voted at the meeting if you sign and return
the enclosed proxy card. Common Sharesshares of the CompanyPolyOne represented by a properly
signed card will be voted in accordance with the choices marked on the card. If
no choices are marked, the shares will be voted to elect the nominees listed
on
pages 3 through 4.below. You may revoke your proxy before it is voted by giving notice to the Companyus in
writing or orally at the meeting. Persons entitled to direct the vote of shares
held by the following CompanyPolyOne plans will receive a separate voting instruction
card: The Geon Retirement Savings Plan, The Geon Company
Share Ownership Trust, M.A. Hanna Company 401(k) and Retirement
Plan, M.A. Hanna Company Capital Accumulation Plan and DH Compounding 401(k)
Plan and M.A. Hanna
Company Associates Ownership Trust.Plan. If you receive a separate voting instruction card for one of these plans,
you must sign and return the card as indicated on the card in order to instruct
the trustee on how to vote the shares held under the plan. You may revoke your
voting instruction card before the trustee votes the shares held by it by giving
notice in writing to the trustee.

Shareholders may also submit their proxies by telephone or over the
Internet. The telephone and Internet voting procedures are designed to
authenticate votes cast by use of a personal identification number. These
procedures allow shareholders to appoint a proxy to vote their shares and to
confirm that their instructions have been properly recorded. Instructions for
voting by telephone and over the Internet are printed on the proxy cards.

This Proxy StatementWe are mailing this proxy statement and the enclosed proxy card and, if
applicable, the voting instruction card, are being mailed to shareholders on or about March 28,
2001. The Company'sApril 8,
2002. PolyOne's headquarters are located at 200 Public Square, Suite 36-5000,
Cleveland, Ohio 44114. The Company's44114 and our telephone number is (216) 589-4000.

2
ELECTION OF DIRECTORS

The Company'sPolyOne's Board of Directors currently consists of twelve directors.eleven Directors. Each
directorDirector serves for a one year term and until a successor is duly elected and
qualified, subject to the director'sDirector's earlier death, retirement or resignation.
Following the consolidation of The Geon Company ("Geon"), M.A.
Hanna Company ("M.A. Hanna") and Consolidation Corp., which resulted in the
formation of the Company on August 31, 2000 (the "Consolidation"), the Board met 2nine times during the remainder of fiscal year 2000.2001.

A shareholder who wishes to suggest a directorDirector candidate for consideration
by the Nominating and Governance Committee must provide written notice to the
Secretary of the CompanyPolyOne in accordance with

2
5 the procedures specified in Regulation
12 of the Company'sPolyOne's Regulations. Generally, the Secretary of the Company must receive the notice
not less than 60 nor more than 90 days prior to the first anniversary of the
date on which the
Companywe first mailed itsour proxy materials for the preceding year's
annual meeting. The notice must set forth, as to each nominee, the name, age,
principal occupations and employment during the past five years, name and
principal business of any corporation or other organization in which such
occupations and employment were carried on, and a brief description of any
arrangement or understanding between such person and any others pursuant to
which such person was selected as a nominee. The notice must include the
nominee's signed consent to serve as a directorDirector if elected. The notice must set
forth as tothe name and address of, and the number of PolyOne common shares owned by,
the shareholder giving the notice and anythe beneficial owner on whose behalf the
nomination is being made the name and address of, and the class and number of
shares of the Company owned by, such shareholder, beneficial owner, and any other shareholders believed to be supporting such
nominee.

The eleventen nominees for election as directorsDirectors for terms expiring in 20022003 and a
description of the business experience of each nominee appear below. Each of the
nominees is a current member of the Board. The reference below each director'sDirector's
name to the term of service as a directorDirector includes the period during which such directorthe
Director served as a directorDirector of The Geon Company ("Geon") or M.A. Hanna Company
("M.A. Hanna"), each a predecessor to the Company. Marvin L. Mann,PolyOne. James K. Baker, a current member
of the Board, is not seeking re-election. The CompanyBoard has not yet identifieddecided to reduce the
size of the Board, and effective with Mr. Baker's retirement after this year's
Annual Meeting, the Board will consist of ten Directors.

J. DOUGLAS CAMPBELL
Director since 1993
Age -- 60 Served as President and Chief Executive Officer and was
a successor forDirector of Arcadian Corporation, a nitrogen chemicals
and fertilizer manufacturer, from December 1992 until
his retirement in 1997. From 1966 to 1992, Mr. Mann. Therefore,Campbell
held various positions with Standard Oil (Ohio) and
British Petroleum.

CAROL A. CARTWRIGHT
Director since 1994
Age -- 60 President of Kent State University, a vacancy will existpublic higher
education institution, since 1991. Ms. Cartwright serves
on the Board afterBoards of Directors of KeyCorp and FirstEnergy.

GALE DUFF-BLOOM
Director since 1994
Age -- 62 Served as President of Company Communications and
Corporate Image of J.C. Penney Company, Inc., a major
retailer, from June 1999 until her retirement in April
2000. From February 1996 to June 1999, Ms. Duff-Bloom
served as President of Marketing and Company
Communications and from 1995 to February 1996 as Senior
Executive Vice President and Director of Personnel and
Company Communications of J.C. Penney.

WAYNE R. EMBRY
Director since 1990
Age -- 65 Served as President and Chief Operating Officer, Team
Division, of the 2001 Annual MeetingCleveland Cavaliers, a professional
basketball team, from 1986 until his retirement in June
2000. Mr. Embry serves on the Boards of Shareholders.

JAMES K. BAKER Served as Chairman and Chief Executive Officer of Arvin
Director since 1993 Industries, Inc., an auto parts supplier to the original
Age - 69 equipment and replacement markets, from 1986 to February
1996, and as Vice Chairman until his retirement in April
1998. Mr. Baker serves on the Boards of Directors of Cinergy
Corp., Amcast Industrial Corp. and Veridian Corp.

J. DOUGLAS CAMPBELL Served as President and Chief Executive Officer and was a
Director since 1993 Director of Arcadian Corporation, a nitrogen chemicals and
Age - 59 fertilizer manufacturer, from December 1992 until his
retirement in 1997. From 1966 to 1992, Mr. Campbell held
various positions with Standard Oil (Ohio) and British
Petroleum.

CAROL A. CARTWRIGHT President of Kent State University, a public higher
Director since 1994 education institution, since 1991. Ms. Cartwright serves on
Age - 59 the Boards of Directors of KeyCorp and FirstEnergy.

GALE DUFF-BLOOM Served as President of Company Communications and Corporate
Director since 1994 Image of J.C. Penney Company, Inc., a major retailer, from
Age - 61 June 1999 until her retirement in April 2000. From February
1996 to June 1999, Ms. Duff-Bloom served as President of
Marketing and Company Communications and from 1995 to
February 1996 as Senior Executive Vice President and
Director of Personnel and Company Communications of J.C.
Penney. Ms. Duff-Bloom serves on the Board of Directors of
Chase Bank of Texas.
Directors of
Ohio Casualty Insurance Company, Kohl's Corporation and
the Federal Reserve Bank of Cleveland.

WAYNE R. EMBRY Served as President and Chief Operating Officer, Team
Director since 1990 Division, of the Cleveland Cavaliers, a professional
Age - 63 basketball team,ROBERT A. GARDA
Director since 1998
Age -- 63 Executive-in-Residence of The Fuqua School of Business,
Duke University, since 1997. Mr. Garda served as an
independent consultant from 1995 to 1997. Mr. Garda
served as President and Chief Executive Officer of
Aladdin Industries, a leading supplier of thermal
insulated food and beverage ware products, from 1994 to
1995. Mr. Garda serves on the Boards of Directors of
Insect Biotechnology, Inc. and Warrick Industries.

GORDON D. HARNETT
Director since 1997
Age -- 59 Chairman and Chief Executive Officer of Brush Engineered
Materials Inc., an international supplier and producer
of high performance engineered materials, since January
1991. Mr. Harnett serves on the Boards of Directors of
The Lubrizol Corp. and National City Bank.

DAVID H. HOAG
Director since 1999
Age -- 62 Served as Chairman of LTV Corporation, a steel
manufacturer, from 1991 until his retirement in February
1999. Mr. Hoag serves on the Boards of Directors of
Brush Engineered Materials Inc., The Chubb Corporation,
Federal Reserve Bank of Cleveland, The Lubrizol
Corporation and NACCO Industries, Inc.

D. LARRY MOORE
Director since 1994
Age -- 65 Served as President and Chief Operating Officer of
Honeywell, Inc., a multinational manufacturer of
controls for use in homes, buildings, industry, and
space and aviation, from 1993 until his retirement in
1997.

THOMAS A. WALTERMIRE
Director since 1998
Age -- 52 Chairman of the Board, Chief Executive Officer and
President of PolyOne since August 31, 2000. Prior to the
formation of PolyOne at the end of August 2000, Mr.
Waltermire served as Chairman of the Board of Geon from
August 1999 and Chief Executive Officer of Geon from 1986 until his retirement in June
2000. Mr. Embry serves on the Boards of Directors of Ohio
Casualty Insurance Company, Kohl's Corporation and the
Federal Reserve Bank of Cleveland.

ROBERT A. GARDA Executive-in-Residence of The Fuqua School of Business, Duke
Director since 1998 University, since 1997. Mr. Garda served as an independent
Age - 61 consultant from 1995 to 1997. Mr. Garda served as President
and Chief Executive Officer of Aladdin Industries, a leading
supplier of thermal insulated food and beverage ware
products, from 1994 to 1995. Mr. Garda serves on the Boards
of Directors of Insect Biotechnology, Inc. and Warrick
Industries.

GORDON D. HARNETT Chairman, President and Chief Executive Officer of Brush
Director since 1997 Engineered Materials Inc., an international supplier and
Age - 58 producer of high performance engineered materials, since
January 1991. Mr. Harnett serves on the Boards of Directors
of The Lubrizol Corp. and National City Bank.

DAVID H. HOAG Served as Chairman of LTV Corporation, a steel manufacturer,
Director since 1999 from 1991 until his retirement in February 1999. Mr. Hoag
Age - 61 serves on the Boards of Directors of Brush Engineered
Materials Inc., The Chubb Corporation, Federal Reserve Bank
of Cleveland, The Lubrizol Corporation and NACCO Industries,
Inc.

D. LARRY MOORE Served as President and Chief Operating Officer of
Director since 1994 Honeywell, Inc., a multinational manufacturer of controls
Age - 64 for use in homes, buildings, industry, and space and
aviation, from 1993 until his retirement in 1997.

THOMAS A. WALTERMIRE Chairman of the Board, Chief Executive Officer and President
Director since 1998 of the Company since August 31, 2000. Prior to the formation
Age - 51 of the Company at the end of August 2000, Mr. Waltermire
served as Chairman of the Board of Geon since August 1999
and Chief Executive Officer of Geon since May
1999. From February 1998 to May 1999, Mr. Waltermire
served as President and Chief Operating Officer of Geon
and from May 1997 to February 1998, as Executive Vice
President and Chief Operating Officer. Mr. Waltermire
was the Chief Financial Officer of Geon from October
1993 until May 1997.

FARAH M. WALTERS
Director since 1998
Age -- 57 President and Chief Executive Officer of University
Director since 1998
Hospitals Health System and University Hospitals of
Age - 56
Cleveland since 1992. Ms. Walters serves on the Boards
of Directors of LTV Corporation, Kerr-McGee Corporation and University
HealthSystem Consortium in Chicago, Illinois.

4
7

COMMITTEES OF THE BOARD OF DIRECTORS; ATTENDANCE

Each committee below was formed after the formation of the Company upon the
Consolidation. The references below to the number of times that each committee
met refers to the number of times each committee met during the remainder of
fiscal year 2000, following the formation of the Company.

The present members of the Audit Committee are Messrs. Campbell, Moore,
Garda,
Harnett and Harnett.Moore. Mr. Harnett serves as Chairperson of the Committee. The Audit
Committee has adoptedcharter was recently amended, and a copy of the amended charter and it is
attached to this Proxy Statementproxy statement as Appendix A. The Company's Common SharesPolyOne's common shares are
listed on the New York Stock Exchange and are governed by its listing standards.
All members of the Audit Committee meet the independence requirements as set
forth in the NYSENew York Stock Exchange listing standards. The Audit Committee
meets with appropriate Company financial and legal personnel and independent auditors to
review thePolyOne's corporate accounting, and
internal controls of the Company and its financial
reporting. The Committee exercises oversight of the independent auditors, the
internal auditors and the financial management of the Company.PolyOne. The Audit Committee
recommends to the Board of Directors the appointment of the independent

4
auditors to serve as auditors in examining thePolyOne's corporate accounts of the Company. Following the formation of the
Company, theaccounts. The
Audit Committee met twofour times during the remainder of fiscal year 2000.2001.

The present members of the Compensation Committee are Mss. Duff-Bloom and
Walters and Messrs. Embry and Mann.Hoag. Ms. Duff-Bloom serves as Chairperson of the
Committee. The Compensation Committee reviews and approves compensation,
benefits and perquisites afforded thePolyOne's executive officers and other
highly-compensated personnel of the Company.personnel. The Committee has similar responsibilities with
respect to non-employee directors,Directors, except that the Committee's actions and
determinations are subject to the approval of the Board of Directors. The
Committee also has oversight responsibilities for all of PolyOne's broad-based
compensation and benefit programs of the Company and provides policy guidance and oversight on
selected human resource policies and practices. Following the formation of
the Company, theThe Compensation Committee met
threeseven times during the remainder of
fiscal year 2000.

The present members of the Nominating and Governance Committee are Ms.
Duff-Bloom and Messrs. Baker, Hoag and Mann. Mr. Mann serves as Chairperson of
the Committee. The Nominating and Governance Committee recommends to the Board
of Directors candidates for nomination as directors of the Company. The
Nominating and Governance Committee is also authorized to recommend to the Board
of Directors the establishment of a search committee to identify a successor to
the Chairman of the Board, Chief Executive Officer, President and Chief
Operating Officer, if any, of the Company and, together with the Chief Executive
Officer, to plan and monitor the development of candidates for executive
personnel positions reporting to the Chief Executive Officer. Following the
formation of the Company, the Nominating and Governance Committee met one time
during the remainder of fiscal year 2000.2001.

The present members of the Environmental, Health and Safety Committee are
Mss. Cartwright andMs. Walters and Messrs. Embry, Harnett and Moore. Mr. Moore serves as
Chairperson of the Committee. The Environmental, Health and Safety Committee
exercises oversight with respect to the Company'sPolyOne's environmental, health, safety and
safetyproduct stewardship policies and practices and its compliance with related laws
and 5
8

regulations. Following the formation of the Company, theThe Environmental, Health and Safety Committee met twothree times
during the remainder of fiscal year 2000.2001.

The present members of the Financial Policy Committee are Ms. Cartwright
and Messrs. Baker, Campbell Garda and Hoag.Garda. Mr. Baker serves as Chairperson of the
Committee. The Financial Policy Committee reviews theexercises oversight with respect to
PolyOne's capital structure, borrowing and repayment of funds, financial
policies, underlying
the Company'smanagement of foreign exchange risk and other matters of risk
management, banking relationships and other financial planningmatters relating to
assure adequacy and soundnessPolyOne. The Financial Policy Committee met eight times during fiscal year 2001.

The present members of the Company's capital plans, reviews proposed major financing activities priorNominating and Governance Committee are Mss.
Duff-Bloom and Cartwright and Messrs. Baker and Hoag. Mr. Hoag serves as
Chairperson of the Committee. The Nominating and Governance Committee recommends
to
action by the Board of Directors and reviews methods under consideration by the
Companycandidates for financing proposed major investments prior to action bynomination as Directors of PolyOne. The
Committee also advises the Board of
Directors. Followingwith respect to governance issues and
directorship practices, reviews succession planning for the formationChief Executive
Officer and other executive officers and oversees the process by which the Board
annually evaluates the performance of the Company, the Financial PolicyChief Executive Officer. The
Nominating and Governance Committee met one timethree times during the remainder of fiscal year 2000.

For the remainder of2001.

During fiscal year 2000 following the formation of the
Company,2001, each incumbent Director attended at least 75% of
the meetings of the Board of Directors and of the Committees on which he or she
served.

COMPENSATION OF DIRECTORS

PolyOne pays unaffiliated Directors an annual retainer of $25,000,
quarterly in arrears, and annually grants to Directors an award of $17,000 in
value of fully vested common shares. PolyOne grants the shares quarterly and
determines the number of shares to be granted by dividing the dollar value by
the arithmetic average of the high and low stock price on the last trading day
of each quarter. PolyOne also pays fees of $1,250 for each Board and Committee
meeting attended, except that the Chairpersons of the Audit Committee and the
Compensation Committee receive $2,500 for each meeting (of their respective
committee) attended. In addition, the Chairperson of each Committee receives a
fixed annual retainer of $3,000, payable quarterly. PolyOne reimburses Directors
for their expenses associated with each meeting attended.

PolyOne grants each new Director who is not an employee of PolyOne at the
time of his or her initial election or appointment as a Director an option to
acquire 15,000 common shares. Each non-employee Director receives an annual
option to acquire 6,000 common shares, upon re-election to the Board, effective
as of the date of the Annual Meeting. The options and share awards made to
Directors are awarded under the PolyOne Corporation 2000 Stock Incentive Plan or
any other present or future stock plan of PolyOne having shares available for
these awards.

Directors who are not employees of PolyOne may defer payment of all or a
portion of their compensation as a Director under PolyOne's Deferred
Compensation Plan for Non-Employee Directors (the "Directors' Deferred
Compensation Plan"). A Director may defer the compensation as cash or elect to
have it converted into PolyOne common shares at a rate equal to 125% of the cash
compensation amount. Deferred compensation, whether in the form of cash or
common shares, is held in trust for the participating Directors. Interest earned
on the cash amounts and dividends on the common shares accrue for the benefit of
the participating Directors.

BENEFICIAL OWNERSHIP OF COMMON SHARES

The following table shows the number of common shares beneficially owned on
March 25, 2002 (including options exercisable within 60 days of that date) by
each of the Directors and nominees, each of the executive officers named in the
Summary Compensation Table on page 12 and by all Directors and executive
officers as a group.

NUMBER OF
NAME SHARES(1)
---- -----------------

James K. Baker............................................ 112,424 (2)(3)
Gale Duff-Bloom........................................... 88,642 (2)(3)
J. Douglas Campbell....................................... 113,225 (2)(3)
Carol A. Cartwright....................................... 70,716 (2)(3)
Wayne R. Embry............................................ 40,331 (2)(3)
Robert A. Garda........................................... 69,315 (2)(3)
Gordon D. Harnett......................................... 80,075 (2)(3)
David H. Hoag............................................. 64,858 (2)(3)
D. Larry Moore............................................ 92,356 (2)(3)
Thomas A. Waltermire...................................... 829,477 (3)
Farah M. Walters.......................................... 69,634 (2)(3)
V. Lance Mitchell......................................... 271,318 (3)
W. David Wilson........................................... 385,216 (3)
Diane J. Davie............................................ 180,739 (3)
Kenneth M. Smith.......................................... 126,795 (3)
25 Directors and executive officers as a group............ 3,654,383 (2)(3)

(1) Except as otherwise stated in the notes below, beneficial ownership of the
shares held by each individual consists of sole voting power and sole
investment power, or of voting power and investment power that is shared
with the spouse of the individual. It includes the approximate number of
shares credited to the named executives' accounts in The Geon Retirement
Savings Plan, a tax-qualified defined contribution plan. No Director,
nominee or executive officer beneficially owned, on March 25, 2002, more
than 1% of PolyOne's outstanding common shares. As of that date, the
Directors and executive officers as a group beneficially owned approximately
3.9% of the outstanding common shares.

(2) With respect to the Directors, except Mr. Waltermire who is not eligible to
participate in the Directors' Deferred Compensation Plan, includes shares
held under the Directors' Deferred Compensation Plan as follows: J.K. Baker,
55,768 shares; G. Duff-Bloom, 40,144 shares; J.D. Campbell, 63,169 shares;
C.A. Cartwright, 12,326 shares; W.R. Embry, 2,784 shares; R.A. Garda, 6,501
shares; G.D. Harnett, 13,764 shares; D.H. Hoag, 11,975 shares; D.L. Moore,
37,300 shares; and F.M. Walters, 26,578.

(3) Includes shares the individuals have a right to acquire on or before May 24,
2002 as follows: J.K. Baker, 42,000 shares; G. Duff-Bloom, 48,000 shares;
J.D. Campbell, 48,000 shares; C.A. Cartwright, 49,500 shares; W.R. Embry,
27,000 shares; R.A. Garda, 49,500 shares; G.D. Harnett, 49,500 shares; D.H.
Hoag, 49,500 shares; D.L. Moore, 48,000 shares; T.A. Waltermire, 565,922
shares; F.M. Walters, 42,000 shares; V.L. Mitchell, 183,791 shares; W.D.
Wilson, 268,051 shares; D.J. Davie, 116,450 shares; K.M. Smith, 61,337
shares; and the Directors and executive officers as a group, 2,251,382
shares.

The following table shows information relating to all persons who, as of
March 25, 2002, were known by us to beneficially own more than five percent of
PolyOne's outstanding common shares based on information provided in Schedule
13Gs filed with the Securities and Exchange Commission (the "Commission"):

NUMBER % OF
NAME AND ADDRESS OF SHARES SHARES
- ---------------- ---------- ------

Citigroup Inc. ............................................. 6,074,008(1) 6.50%
399 Park Avenue
New York, New York 10043
Salomon Smith Barney Holdings Inc. .................... (1)
388 Greenwich Street
New York, New York 10013
FMR Corp. .................................................. 11,820,404(2) 12.62%
82 Devonshire Street
Boston, Massachusetts 02109
Mellon Financial Corporation................................ 6,774,297(3) 7.23%
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258-0001
The Boston Company, Inc. .............................. (3)
c/o Mellon Financial Corporation
One Mellon Center
Pittsburgh, Pennsylvania 15258
Perkins, Wolf, McDonnell & Company.......................... 5,430,920(4) 5.80%
310 S. Michigan Avenue
Suite 2600
Chicago, Illinois 60604
State Street Bank and Trust Company, as Trustee for
The Geon Retirement Savings Plan............................ 7,183,394(5) 7.70%
225 Franklin Street
Boston, Massachusetts 02110

(1) As of February 4, 2002, based upon information contained in a Schedule 13G
filed with the Commission. Citigroup Inc., as a holding company reporting on
behalf of its subsidiaries, has shared voting power and shared dispositive
power with respect to all of these shares. Included in the 6,074,008 shares
are 6,038,808 shares (6.40% of PolyOne's outstanding common shares)
beneficially owned by Citigroup Inc.'s subsidiary, Salomon Smith Barney
Holdings Inc., a holding company reporting on behalf of its subsidiaries.
Salomon Smith Barney Holdings Inc. has shared voting power and shared
dispositive power with respect to all of these shares.

(2) As of February 14, 2002, based upon information contained in a Schedule 13G
filed with the Commission. FMR Corp., as a holding company reporting on
behalf of its subsidiaries, has sole voting power with respect to 1,248,423
of these shares and has sole dispositive power with respect to all of these
shares.

(3) As of January 23, 2002, based upon information contained in a Schedule 13G
filed with the Commission. Mellon Financial Corporation, as a holding
company reporting on behalf of its subsidiaries, has sole voting power with
respect to 5,600,931 of these shares, shared voting power with respect to
432,550 of these shares, and sole dispositive power with respect to
6,745,947 of these shares. Included in the 6,774,297 are 5,645,378 (6.02% of
PolyOne's outstanding common shares) beneficially owned by Mellon Financial
Corporation's subsidiary, The Boston Company, Inc., a holding company
reporting on behalf of its subsidiaries. The Boston Company, Inc. has sole
voting power with respect to 4,566,868 of these shares, shared voting power
with respect to 404,200 of these shares and sole dispositive power with
respect to 5,645,378 of these shares.

(4) As of February 26, 2002, based upon information contained in a Schedule 13G
filed with the Commission. Perkins, Wolf, McDonnell & Company has shared
voting power and shared dispositive power with respect to all of these
shares.

(5) As of February 7, 2002, based upon information contained in a Schedule 13G
filed with the Commission. State Street Bank and Trust Company, as Trustee
for The Geon Retirement Savings Plan and for various collective investment
funds for employee benefit plans and other index accounts, as a bank, has
sole voting power with respect to 682,576 of these shares, shared voting
power with respect to 6,452,618 of these shares, sole dispositive power with
respect to 730,616 of these shares, and shared dispositive power with
respect to 6,452,778 of these shares.

EXECUTIVE COMPENSATION

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors (the "Committee") is
currently comprised of Gale Duff-Bloom, its Chairperson, Wayne R. Embry, David
H. Hoag and Farah M. Walters.

The Committee is responsible for establishing PolyOne's compensation and
benefit policies and reviewing PolyOne's philosophy regarding executive
remuneration to assure consistency with its goals and business strategy. Each
year the Committee reviews market data to assess PolyOne's competitive position
with respect to all aspects of executive compensation and considers and approves
changes in base salary and annual incentive levels for executive officers as
well as all awards (including stock options, equity-based awards and long-term
incentive plan awards) to executive officers and key employees. The Committee
also reviews and approves annual and long-term performance criteria and goals at
the beginning of each performance period and certifies the results at the end of
each performance period. In addition, the Committee has oversight
responsibilities for all of PolyOne's broad-based compensation and benefit
programs.

The Summary Compensation Table appearing on page 12 includes compensation
earned by the named executive officers in connection with their employment with
PolyOne's predecessors.

GENERAL COMPENSATION PHILOSOPHY

The Committee believes that pay should be administered on a total
remuneration basis, with consideration of the value of all components of
compensation. Total remuneration opportunities should be competitive and serve
to attract, retain, motivate and reward employees based upon their experience,
responsibility, performance and marketability. They should be affordable and
fair to both employees and shareholders, based upon PolyOne's operating results.
Incentive programs should create a strong mutuality of interests between
executives and shareholders through the use of equity-based compensation and the
selection of performance criteria that are consistent with PolyOne's strategic
objectives.

EXECUTIVE COMPENSATION

PolyOne's executive compensation program has the following principal
components: base salary, annual incentive compensation and long-term incentive
compensation. As an executive's level of responsibility increases, a greater
portion of his or her potential total remuneration is based on performance
incentives (including stock-based awards) rather than on salary. This approach
may result in changes in an executive's total cash compensation from year to
year if there are variations in PolyOne's performance and/or the performance of
PolyOne's individual Business Units versus established goals.

The total remuneration program is designed to be competitive with the total
remuneration programs of companies similar to PolyOne within both the specialty
chemical industry and a broad-base of industrial companies and is based on the
total remuneration programs of companies with which PolyOne competes for
executive talent. To assess the competitive total remuneration programs of these
other companies and to establish appropriate compensation comparisons, the
Committee receives advice from an independent compensation consultant and
reviews data which is based on the specialty chemical peer group as well as
various published surveys.

BASE SALARIES

The Committee annually reviews the base salaries of executive officers.
Prior to the meeting at which the annual review occurs, the Committee is
furnished with data on the current total compensation of each executive, current
marketplace data for comparable positions, individual performance appraisals and
recommended adjustments by the Chief Executive Officer for each executive
officer except himself. At the meeting, the Committee reviews all available data
and considers and approves adjustments. In addition, the Committee reviews
marketplace data for, and the performance of, the Chief Executive Officer and
determines the appropriate adjustment.

Base salaries for executives officers traditionally are adjusted at the
beginning of each fiscal year. However, upon the formation of PolyOne in August
2000 and in the months following, base salaries were adjusted to reflect
marketplace conditions, position accountability and changes in responsibilities.
These adjustments took effect on January 1, 2001. In recognition of current
business conditions and at management's request, no adjustment was made for
2002.

INCENTIVE COMPENSATION

The Senior Executive PolyOne Annual Incentive Plan (the "PolyOne AIP")
provides for awards that are wholly contingent upon the attainment of
performance goals established by the Committee. The PolyOne AIP provides for
administration by a committee of outside directors but eliminates the
Committee's discretion to increase the amount of incentive awards. The Committee
believes that the PolyOne AIP has, in the past, satisfied and will continue to
satisfy the Internal Revenue Service's requirements for "performance-based"
compensation under Section 162(m). Under Section 162(m), performance-based
compensation is considered a fully deductible expense and not subject to the
deductibility limitation under current Internal Revenue Service regulations.

In the beginning of 2001, the Committee approved performance targets
related to corporate net income, business unit operating income, as well as key
business initiatives that will improve the ongoing operating efficiency of
Polyone. While PolyOne met or exceeded the results targeted for the business
initiatives, only two business units achieved operating income levels sufficient
to provide for awards. No award was earned for the component based on
consolidated company performance due to performance that was below the
established minimum hurdle approved by the Committee. Awards earned for 2001
ranged from 17% to 68% of target, depending on attainment of the business unit
objectives.

LONG TERM INCENTIVES

On February 28, 2001, the Committee approved awards to PolyOne's executive
officers under PolyOne's Strategic Improvement Incentive Plan that will provide
rewards to such officers based upon both PolyOne's stock price performance and
achievement of financial performance goals. The plan rewards executive officers
with awards in the form of time-vested stock options and performance awards.
Time-vested stock options are stock options with a ten year term that vest in

increments over a three year period following the date of grant, 35% in each of
the first and second years and 30% in the third year. The amount scheduled to
vest in the third year may vest earlier based upon PolyOne's stock price
performance. Performance awards are comprised of performance options and
performance cash awards. Performance options are stock options that vest on the
third anniversary of the date of grant and have a term of 39 months. Performance
cash awards are cash payments based upon PolyOne's earnings for the year ending
December 31, 2003, relative to targets established by the Committee. The purpose
of these awards is to encourage superior strategic business performance over
time. These awards were granted under the PolyOne Corporation 2000 Stock
Incentive Plan, which was approved by the stockholders of PolyOne's predecessors
on August 29, 2000. As stated above, under Section 162(m), performance-based
compensation is not subject to the deductibility limitation under current
Internal Revenue Service regulations.

CHIEF EXECUTIVE OFFICER

Upon the formation of PolyOne, the Committee approved an increase in Mr.
Waltermire's base salary, which took effect on January 1, 2001. At Mr.
Waltermire's request, in recognition of business conditions, no adjustment was
made for 2002.

Mr. Waltermire participated in the PolyOne AIP and Strategic Improvement
Incentive Plan under similar terms and conditions as other executive officers
and as described above. Based on PolyOne's performance during the year, as
established on the same basis as other executive officers, Mr. Waltermire's
award under the PolyOne AIP was 47% of target.

The Summary Compensation Table appearing on page 12 includes compensation
earned by Mr. Waltermire in connection with his employment with Geon, one of
PolyOne's predecessors.
THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS

Gale Duff-Bloom, Chairperson
Wayne R. Embry
David H. Hoag
Farah M. Walters

February 27, 2002

The following table sets forth the compensation received for the three
years ended December 31, 2001 by PolyOne's Chief Executive Officer and the
persons who were at December 31, 2001 the four other most highly paid executive
officers. To provide more complete and comparable information, this table
includes compensation paid by Geon prior to the formation of PolyOne.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG TERM COMPENSATION
----------------------------------- ------------------------------------
AWARDS PAYOUTS
----------------------- ----------
OTHER OPTIONS/ LTIP
ANNUAL RESTRICTED SARS PAYOUTS
NAME AND COMPEN- STOCK (# OF (# OF
PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) SATION($) AWARDS($)(2) SHARES) SHARES)(3)
------------------ ---- --------- ----------- --------- ------------ -------- ----------

Thomas A. Waltermire, 2001 690,000 276,800 39,326(5) 705,528 271,000 -0-
Chairman of the Board, 2000 575,000 -0- 39,062(5) -0- 200 15,686
President and (5) 1999 522,576 550,000 40,553(5) -0- -0- -0-
Chief Executive Officer
V. Lance Mitchell, 2001 335,000 118,000 38,299(6) 342,432 87,700 -0-
Group Vice President, 2000 263,077 -0- 26,836(6) -0- 200 7,470
Plastic Compounds 1999 239,038 174,375 65,472(6) -0- -0- -0-
and Colors
W. David Wilson 2001 325,000 76,700 27,830(7) 332,100 85,800 -0-
Vice President and 2000 267,961 -0- 37,409(7) -0- 200 7,470
Chief Financial Officer 1999 241,154 214,500 25,421(7) -0- -0- -0-
Diane J. Davie, 2001 275,000 65,900 25,033(8) 281,178 56,300 -0-
Vice President and 2000 226,346 -0- 26,367(8) -0- 200 6,000
Chief Human Resources 1999 209,615 165,000 25,783(8) -0- -0- -0-
Officer
Kenneth M. Smith, 2001 250,000 59,900 14,258(9) 255,348 51,100 -0-
Vice President and 2000 185,577 -0- 13,093(9) -0- 200 5,124
Chief Information Officer 1999 169,046 118,250 8,400(9) -0- -0- -0-

ALL
OTHER
NAME AND COMPEN-
PRINCIPAL POSITION SATION($)(4)
------------------ ------------

Thomas A. Waltermire, 41,135(5)
Chairman of the Board, 549,700(5)
President and (5) 57,693(5)
Chief Executive Officer
V. Lance Mitchell, 19,936(6)
Group Vice President, 178,331(6)
Plastic Compounds 22,742(6)
and Colors
W. David Wilson 19,371(7)
Vice President and 183,314(7)
Chief Financial Officer 23,432(7)
Diane J. Davie, 16,389(8)
Vice President and 150,913(8)
Chief Human Resources 14,378(8)
Officer
Kenneth M. Smith, 14,852(9)
Vice President and 96,217(9)
Chief Information Officer 8,062(9)

(1) Amounts for 2001 consist of cash payments made under the PolyOne AIP in the
amounts indicated above.

Amounts for 1999 represent aggregate bonus payments under Geon's annual
incentive compensation plans but do not include payments made under the
change in control provisions of such plans. Geon's Senior Executive
Management Incentive Program (the "Geon Senior Executive MIP") and Geon's
Management Incentive Plan (the "Geon MIP") provided that a minimum of 40% of
the named executives' bonus awards, if any, under the plan would be paid in
the form of restricted stock. The participant could also elect to receive
all or any portion of the balance in the form of restricted stock. For each
$1 of the bonus amount paid in the form of restricted stock, $1.25 worth of
restricted stock is awarded. Under the terms of the change in control
provisions of the restricted stock awards, these awards became unrestricted
at the effective time of the consolidation of Geon and M.A. Hanna.
Restricted stock awards that became unrestricted as a result of the change
in control are as follows: T.A. Waltermire -- 36,345 shares; V.L.
Mitchell -- 7,456 shares; W.D. Wilson -- 7,331 shares; D.J. Davie -- 4,722
shares; and K.M. Smith -- 3,231 shares. The amount of cash (including
payments in respect of fractional shares) and the market value and number of
the shares of restricted stock included for 1999 are as follows: T.A.
Waltermire -- $13, $549,987 and 16,988 shares; V.L. Mitchell -- $77,509,
$96,866 and 2,992 shares; W.D. Wilson -- $118,019, $97,481 and 3,011 shares;
D.J. Davie -- $90,019, $74,981 and 2,316 shares; and K.M. Smith -- $77,004,
$41,246 and 1,274 shares.

(2) Amounts for 2001 represent the number of shares awarded multiplied by $7.38,
the closing share price on the date of grant. The total number of restricted
shares held and the value of those shares at the end of the last fiscal
year, based on the year-end closing price for PolyOne's shares, was 578,318
shares and $5,667,516 respectively.

(3) Amounts for 2000 represent performance shares under long-term incentive
awards of Geon issued as a result of the change in control provisions being
triggered by approval of the consolidation of Geon and M.A. Hanna by their
respective stockholders on August 29, 2000, net of withholding.

(4) Amounts for 2000 include cash payments made under the Geon Senior Executive
MIP as a result of the change in control provisions being triggered at the
effective time of the consolidation between Geon and M.A. Hanna in the
following amounts: T.A. Waltermire -- $460,000; V.L. Mitchell -- $141,000;
W.D. Wilson -- $143,000; D.J. Davie -- $121,067; and K.M. Smith -- $79,360.

(5) Mr. Waltermire began serving as President, Chief Executive Officer and
Chairman of the Board for PolyOne on September 1, 2000. From January 1, 2000
to August 31, 2000, Mr. Waltermire served as Chief Executive Officer and
Chairman of the Board of Geon. Amounts included under "Other Annual
Compensation" for Mr. Waltermire consist of tax gross-ups on personal
benefits in the amounts of $15,305 for 2001, $15,234 for 2000 and $15,602
for 1999 and car allowance in the amounts of $12,600 for 2001, $12,600 for
2000 and $12,600 for 1999. Amounts under "All Other Compensation" for Mr.
Waltermire include PolyOne's cash contributions to PolyOne's Retirement
Savings Plan (the "Savings Plan") in the amounts of $10,200 for 2001,
$10,200 for 2000 and $9,600 for 1999 and amounts accrued under a benefit
restoration plan providing for benefits in excess of the amounts permitted
to be contributed under the Retirement Savings Plan (and amounts accrued
with respect to the PolyOne AIP or the Geon MIP (the "Benefit Restoration
Plan") in the amounts of $30,935 for 2001, $79,500 for 2000 and $13,364 for
1999.

(6) Amounts included under "Other Annual Compensation" for Mr. Mitchell consist
of tax gross-ups on personal benefits in the amounts of $15,895 for 2001,
$11,016 for 2000 and $15,310 for 1999, car allowance in the amounts of
$12,600 for 2001, $12,600 for 2000 and $12,600 for 1999 and social club fees
in the amount of $29,425 for 1999. Amounts under "All Other Compensation"
for Mr. Mitchell include PolyOne's cash contributions to the Savings Plan in
the amounts of $10,200 for 2001, $10,200 for 2000 and $9,600 for 1999 and
amounts accrued under the Benefit Restoration Plan in the amounts of $9,736
for 2001, $27,131 for 2000 and $13,142 for 1999.

(7) Amounts included under "Other Annual Compensation" for Mr. Wilson consist of
tax gross-ups on personal benefits in the amounts of $9,780 for 2001,
$12,845 for 2000 and $9,901 for 1999 and car allowance in the amounts of
$12,600 for 2001, $12,600 for 2000 and $12,600 for 1999. Amounts under "All
Other Compensation" for Mr. Wilson include PolyOne's cash contributions to
the Savings Plan in the amounts of $10,200 for 2001, $10,200 for 2000 and
$9,600 for 1999 and amounts accrued under the Benefit Restoration Plan in
the amounts of $9,171 for 2001, $30,114 for 2000 and $13,832 for 1999.

(8) Amounts included under "Other Annual Compensation" for Ms. Davie consist of
tax gross-ups on personal benefits in the amounts of $10,633 for 2001,
$11,267 for 2000 and $10,983 for 1999 and car allowance in the amounts of
$12,600 for 2001, $12,600 for 2000 and $12,600 for 1999. Amounts under "All
Other Compensation" for Ms. Davie include PolyOne's cash contributions to
the Savings Plan in the amounts of $10,200 for 2001, $10,200 for 2000 and
$9,600 for 1999 and amounts accrued under the Benefit Restoration Plan in
the amounts of $6,189 for 2001, $19,646 for 2000 and $4,778 for 1999.

(9) Amounts included under "Other Annual Compensation" for Mr. Smith consist of
tax gross-ups on personal benefits in the amounts of $5,133 for 2001, $3,872
for 2000 and $3,500 for 1999, car allowance in the amounts of $4,900 for
2001, $4,900 for 2000 and $4,900 for 1999 and financial planning expenses in
the amounts of $3,571 for 2000. Amounts under "All Other Compensation" for
Mr. Smith include PolyOne's cash contributions to the Savings Plan in the
amounts of $10,200 for 2001, $4,561 for 2000 and $3,200 for 1999 and amounts
accrued under the Benefit Restoration Plan in the amounts of $4,652 for
2001, $12,296 for 2000 and $4,862 for 1999.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

GRANT DATE
INDIVIDUAL GRANTS (1) PRESENT VALUE ($)(2)
----------------------------------------------------------- --------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARS
OPTIONS/SARS GRANTED TO EXERCISE
GRANTED EMPLOYEES IN OR BASE EXPIRATION
NAME (# OF SHARES) FISCAL YEAR PRICE ($/SH) DATE
---- ------------- ------------ ------------ ----------

T. A. Waltermire 226,400 15.73 8.70 2/28/11 615,808
44,600 3.10 8.70 5/31/04 87,416
V. L. Mitchell 73,300 5.09 8.70 2/28/11 199,376
14,400 1.00 8.70 5/31/04 28,224
W. D. Wilson 71,100 4.94 8.70 2/28/11 193,392
14,700 1.02 8.70 5/31/04 28,812
D. J. Davie 47,000 3.27 8.70 2/28/11 127,840
9,300 .65 8.70 5/31/04 18,228
K. M. Smith 42,700 2.97 8.70 2/28/11 116,144
8,400 .58 8.70 5/31/04 16,464

(1) Time-vested options and performance options were granted under PolyOne's
2000 Stock Incentive Plan. The time-vested options will vest over a
three-year period from the date of grant, with 35% of the shares vesting on
the first anniversary, an additional 35% vesting on the second anniversary
and an additional 30% vesting on the third anniversary of the grant date.
All of the performance options will vest on February 28, 2004 and must be
exercised within ninety days of that date.

(2) The grant date present value of the time-vested options was estimated using
the Black-Scholes option pricing model, with an assumed risk-free interest
rate of 4.8%, an assumed dividend yield of 2.9%, stock price volatility of
37.9% and a vesting discount of 5% per annum. The grant date present value
of the performance options was estimated using the Black-Scholes option
pricing model, with an assumed risk-free interest rate of 4.5%, an assumed
dividend yield of 2.9%, stock price volatility of 37.9% and a vesting
discount of 5% per annum.

The Black-Scholes option pricing model was developed for use in estimating
the fair value of traded options that have no vesting restrictions and are
fully transferable. In addition, option pricing models require the use of
highly subjective assumptions, including the expected stock price
volatility. Because PolyOne's employee stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective assumptions can materially affect the fair value estimates,
the Black-Scholes model does not necessarily provide a reliable single
measure of the fair value of PolyOne's employee stock options. The amount
realized from the exercise of an employee stock option ultimately depends on
the market value of the common shares on the date of exercise.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES

VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FY-END AT FY-END
(# OF SHARES) ($)(2)
SHARES ACQUIRED --------------- --------------
ON EXERCISE VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (# OF SHARES) ($)(1) UNEXERCISABLE UNEXERCISABLE
- ---- --------------- -------------- --------------- --------------

T. A. Waltermire 14,330 29,844 621,646/271,200 99,845/298,260
V. L. Mitchell -0- -0- 222,404/87,700 -0-/96,470
W. D. Wilson 5,118 10,966 307,434/85,800 65,410/94,380
D. J. Davie -0- -0- 150,000/56,300 -0-/61,930
K. M. Smith -0- -0- 61,088/51,300 -0-/56,370

(1) Represents the difference between the option exercise price and the last
sale price of a common share of PolyOne as reported on the New York Stock
Exchange on the date prior to exercise.

(2) Based on the closing price of a common share of PolyOne of $9.80 as reported
on the New York Stock Exchange on December 31, 2001. The ultimate
realization of profit, if any, on the sale of common shares underlying the
option is dependent upon the market price of the shares on the date of sale.

LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR

ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK
PERFORMANCE PRICE-BASED PLANS
OR OTHER PERIOD -----------------------------------------
VALUE OF AWARD UNTIL MATURATION THRESHOLD TARGET MAXIMUM
NAME ($)(1) OR PAYOUT(2) ($)(3) ($)(4) ($)(5)
- ---- -------------- ---------------- ------------- ----------- -----------

T. A Waltermire 388,000 March 31, 2004 194,000 388,000 776,000
V. L. Mitchell 126,000 March 31, 2004 63,000 126,000 252,000
W. D. Wilson 122,000 March 31, 2004 61,000 122,000 244,000
D. J. Davie 81,000 March 31, 2004 40,500 81,000 162,000
K. M. Smith 73,000 March 31, 2004 36,500 73,000 146,000

(1) Performance cash awards were granted under PolyOne's Strategic Improvement
Incentive Plan ("SIIP"), entitling each named executive to a cash payment if
PolyOne achieves a targeted level of operating income for fiscal year 2003.
If PolyOne's operating income for fiscal year 2003 is greater or less than
the targeted level, but above the threshold level, cash payments will be
made in accordance with a sliding scale. The value of the cash award payable
to each named executive for achievement of the targeted level is based on
the exercise price payable by each named executive to exercise performance
options granted in 2001. For a complete description of the SIIP, which also
includes time-vested and performance stock option awards, see "EXECUTIVE
COMPENSATION -- Long Term Incentives" on pages 10 and 11.

(2) The performance period during which operating income will be measured for
purposes of determining cash payouts is the one-year period commencing on
January 1, 2003 and ending on December 31, 2003. Cash payouts, if any, will
be paid by March 31, 2004.

(3) Refers to the amount payable if PolyOne's operating income for fiscal year
2003 is less than the targeted level but above the threshold level. If the
operating income for fiscal year 2003 is less than the threshold level, no
amount is payable under the plan.

(4) Refers to the amount payable if PolyOne's operating income for fiscal year
2003 is equal to the targeted level.

(5) Refers to the amount payable if PolyOne's operating income for fiscal year
2003 is equal to or greater than the maximum level.

RETIREMENT PENSIONS

The following table shows the total estimated annual pension benefits
payable to the executives named in the Summary Compensation Table. These
executives are eligible to receive pension payments under a plan that existed
prior to the consolidation of Geon and Hanna (the "Plan"). The Plan makes
available a pension that is paid from funds provided through contributions by
PolyOne and contributions by the executive, if any, made prior to 1972. The
amount of the executive's pension depends on a number of factors including Final
Average Earnings ("FAE") and years of credited service to PolyOne.

The chart below shows the annual pension amounts currently available to
each executive named in the Summary Compensation Table who retires with the
combinations of FAE and years of credited service shown in the chart. The chart
should be read in conjunction with the notes following the chart. As of January
1, 1989, the Plan generally provides a benefit of 1.15% of FAE times all years
of pension credit plus 0.45% of FAE in excess of covered compensation times
years of pension credit up to 35 years. In addition, those executives who were
actively at work on December 31, 1989, may receive an additional pension credit
of 4 years (up to a maximum of 24 years) of pension credit. Benefits become
vested after 5 years of service. As of January 1, 2000, the Plan was closed to
new participants. The following table and discussion of retirement benefits
apply as of December 31, 2001.

PENSION PLAN TABLE

YEARS OF CREDITED SERVICE(1)
FINAL ----------------------------------------------------------------------------------------------------------
AVERAGE 5 10 15 20 25 30 35
EARNINGS ---------------- ----------------- ----------------- ----------------- ------- ------- -------
($) (2) (3) (2) (3) (2) (3) (2) (3)
-------- ------ ------- ------- ------- ------- ------- ------- -------

250,000 19,163 34,493 38,325 53,656 57,488 72,818 76,651 91,981 95,814 114,976 134,139
300,000 23,163 41,693 46,325 64,856 69,488 88,018 92,651 111,181 115,814 138,976 162,139
350,000 27,163 48,893 54,325 76,056 81,488 103,218 108,651 130,381 135,814 162,976 190,139
400,000 31,163 56,093 62,325 87,256 93,488 118,418 124,651 149,581 155,814 186,976 218,139
500,000 39,163 70,493 78,325 109,656 117,488 148,818 156,651 187,981 195,814 234,976 274,139
600,000 47,163 84,893 94,325 132,056 141,488 179,218 188,651 226,381 235,814 282,976 330,139
700,000 55,163 99,293 110,325 154,456 165,488 209,618 220,651 264,781 275,814 330,976 386,139
800,000 63,163 113,693 126,325 176,856 189,488 240,018 252,651 303,181 315,814 378,976 442,139
900,000 71,163 128,093 142,325 199,256 213,488 270,418 284,651 341,581 355,814 426,976 498,139
1,000,000 79,163 142,493 158,325 221,656 237,488 300,818 316,651 379,981 395,814 474,976 554,139
1,100,000 87,163 156,893 174,325 244,056 261,488 331,218 348,651 418,381 435,814 522,976 610,139
1,200,000 95,163 171,293 190,325 266,456 285,488 361,618 380,651 456,781 475,814 570,976 666,139

(1) As of December 31, 2001, the executives named in the Summary Compensation
Table had the following years of credited service under the Plan or
subsidiary plans or supplemental agreements: T.A. Waltermire, 27 years, 6
months; V.L. Mitchell, 12 years, 7 months; W.D. Wilson, 23 years, 11 months;
D.J. Davie, 3 years, 7 months; and K.M. Smith, 12 years, 5 months.

(2) Assumes actively employed January 1, 1990 and after.

(3) Includes an additional 4 years of service applicable to pre-January 1, 1990
employees.

The Plan uses either a "final average earnings" formula or a "service
credit" formula to compute the amount of an employee's pension, applying the
formula which produces the higher amount. The above chart was prepared using the
FAE formula, since the service credit formula would produce lower amounts than
those shown. Under the FAE formula, a pension is based on the highest four
consecutive calendar years of an employee's earnings. Earnings include salary,
overtime pay, holiday pay, vacation pay, and certain incentive payments
including annual cash

bonuses, but exclude awards under long-term incentive programs and the match by
PolyOne in the savings plans. As of December 31, 2001, final average earnings
for the individuals named in the Summary Compensation Table were as follows:
T.A. Waltermire -- $858,837; V.L. Mitchell -- $384,710; W.D. Wilson -- $397,915;
D.J. Davie -- $311,514; and K.M. Smith -- $264,640.

In computing the pension amounts shown, it was assumed that an employee
would retire at age 65 and elect to receive a five year certain and continuous
annuity under the pension plan and that the employee would not elect any of the
available "survivor options," which would result in a lower annual pension.
Pensions are not subject to any reduction for Social Security or any other
offset amount. Benefits shown in the chart that exceed the level of benefits
permitted to be paid from a tax-qualified pension plan under the Internal
Revenue Code, and certain additional benefits not payable under the qualified
pension plan because of certain exclusions from compensation taken into account
thereunder, are payable under an unfunded, non-qualified benefits restoration
pension plan.

SHARE OWNERSHIP GUIDELINES

PolyOne has established share ownership guidelines for non-employee
Directors, executive officers and other senior executives to better align their
financial interests with those of shareholders by requiring them to own a
minimum level of PolyOne shares. These individuals are expected to make
continuing progress towards compliance with the guidelines and to comply fully
within five years of becoming subject to the guidelines.

The share ownership requirements depend on a person's level of employment.
The Chief Executive Officer is required to own 300,000 shares. Executive
officers are required to own that number of shares equal to three times their
individual salary divided by a benchmark price for PolyOne shares, which results
in a range of required ownership of 45,000 to 85,000 shares. Other executives
are required to own either 25,000 or 10,000 shares, depending on their job
levels. For individuals nearing retirement, the applicable guidelines are
reduced after age 55 by 10% each year for five years. The required share
ownership level for non-employee Directors is 10,000 shares.

In general, shares counted towards required ownership include shares
directly held and shares vested in PolyOne's benefit or deferral plans. Share
ownership guidelines will be reviewed if significant movements in PolyOne's
share price occur, or at least every three years to evaluate the adequacy of the
required holdings based on the value of required holdings.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that PolyOne's executive officers and Directors, and persons who own more than
10% of a registered class of PolyOne's equity securities, file reports of
ownership and changes in ownership with the Commission. Executive officers,
Directors and greater than 10% shareholders are required by Commission rules to
furnish PolyOne with copies of all forms they file. Based solely on its review
of the copies of such forms received by us and written representations from
certain reporting persons, we believe that, during fiscal year 2001, all Section
16(a) filing requirements applicable to its executive officers, Directors and
10% shareholders were satisfied, with the following exception. On September 1,
2000, the first day that PolyOne's common shares were traded on the New York
Stock Exchange, Mr. Waltermire purchased 2,000 common shares of PolyOne. This
transaction was inadvertently omitted on Mr. Waltermire's prior filings. Upon
discovering the omission, Mr. Waltermire filed a Form 4 on March 11, 2002.

MANAGEMENT CONTINUITY AGREEMENTS

Messrs. Waltermire, Mitchell, Wilson and Smith and Ms. Davie are parties to
management continuity agreements with PolyOne (the "Continuity Agreements"). The
purpose of the Continuity Agreements is to encourage the individuals to carry
out their duties in the event of the possibility of a "change of control" of
PolyOne. The Continuity Agreements do not provide any assurance of continued
employment unless there is a change of control. The Continuity Agreements
generally provide for a two-year period of employment commencing upon a change
of control. Generally, a change of control is deemed to have occurred if:

- any person becomes the beneficial owner of 25% or more of the combined
voting power of PolyOne's outstanding securities (subject to certain
exceptions);

- there is a change in the majority of the Board of Directors of PolyOne;

- certain corporate reorganizations occur where the existing shareholders
do not retain more than 60% of the common shares and combined voting
power of the outstanding voting securities of the surviving entity; or

- there is shareholder approval of a complete liquidation or dissolution of
PolyOne.

- compensation for a period of up to three years, commencing at the
individual's base salary rate in effect at the time of the termination;

- a payment of up to three times the "target annual incentive amount" (as
defined in the Continuity Agreements) in effect prior to the change in
control;

- the continuation of all employee health and welfare benefits for up to
three years;

- financial planning services for one year;

- a payment of up to three years' additional retirement benefits; and

- a tax gross-up for any excise tax due under the Internal Revenue Code for
any payments or distributions made under the agreements.

If the individual's employment is terminated by PolyOne or a successor for
"cause" or is terminated voluntarily by the individual for reasons other than
for "good reason," the individual is not entitled to the benefits set forth
above and is entitled to compensation earned through the date of termination of
his or her employment.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION; CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS

During 2001, none of PolyOne's executive officers or Directors was a member
of the Board of Directors of any other company where the relationship would be
construed to constitute a committee interlock within the meaning of the rules of
the Commission.

POLYONE STOCK PERFORMANCE

Following is a graph which compares the cumulative total shareholder
returns for PolyOne's common shares, the S&P 500 index and the S&P Mid Cap
Chemicals index with dividends assumed to be reinvested when received. The graph
assumes the investing of $100 from September 1, 2000, the first trading date of
PolyOne's common shares, through December 31, 2001. The S&P Mid Cap Chemicals
index includes a broad range of chemical manufacturers. Because of the
relationship of PolyOne's business within the chemical industry, it is felt that
comparison with this broader index is appropriate.

COMPARISON OF CUMULATIVE TOTAL RETURN
TO SHAREHOLDERS
AUGUST 31, 2000 TO DECEMBER 31, 2001
[PERFORMANCE GRAPH]

8/31/00 12/31/00 12/31/01

PolyOne Corporation $100 $71.5 $122.4
S&P 500 $100 $87.3 $77.0
S&P Mid Cap Chemicals $100 $106.6 $123.9

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the Company'sPolyOne's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process including the systems of
internal controls. In fulfilling its oversight responsibilities, the Committee
reviewed the audited financial statements in the Annual Report with management
including a discussion of the quality, not just the acceptability, of the
accounting principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements.

The Committee reviewed with the independent auditors, who are responsible
for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, their judgments as to
the quality, not just the acceptability, of the Company'sPolyOne's accounting principles and
such other matters as are required to be discussed with the Committee under
generally accepted auditing standards. In addition, the Committee has discussed
with the independent auditors the auditors' independence from management and
the
CompanyPolyOne, including the matters in the written disclosures required by the
Independence Standards Board, and considered the compatibility of nonaudit
services with the auditors' independence. Based upon the Committee's
considerations, the Committee has concluded that Ernst & Young LLP is
independent. The Committee discussed with the Company'sPolyOne's internal and independent
auditors the overall scope and plans for their respective audits. The Committee
meets with the internal and independent auditors, with and without management
present, to discuss the results of their examinations, their evaluations of
the
Company'sPolyOne's internal controls, and the overall quality of the Company'sPolyOne's financial
reporting. Since the formation of the Company on August 31, 2000, theThe Audit Committee has held two meetings. Prior to such date, the audit committees of Geon and M.A.
Hanna held two and three meetings, respectively,met four times during fiscal year 2000.2001.

In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors (and the Board has approved) that the
audited financial statements be included in the Annual Report on Form 10-K for
the year ended December 31, 2000,2001, for filing with the Securities and Exchange
Commission.

THE AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS

Gordon D. Harnett, Chairperson
J. Douglas Campbell
Robert A. Garda
D. Larry Moore

February 28, 2001

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COMPENSATION OF DIRECTORS

The Company pays Directors unaffiliated with the Company an annual retainer
of $25,000, quarterly in arrears, and annually grants to such Directors an award
of $17,000 in value of fully vested Common Shares. The Company grants the stock
quarterly and determines the number of shares to be granted by dividing the
dollar value by the arithmetic average of the high and low stock price on the
last trading day of each quarter. The Company also pays fees of $1,250 for each
Board and Committee meeting attended, except that the Chairperson of the Audit
Committee and the Compensation Committee receives $2,500 for each meeting
attended. In addition, the Chairperson of each Committee receives a fixed annual
retainer of $3,000, payable quarterly. The Company reimburses Directors for
their expenses associated with each meeting attended.

The Company grants each new Director who is not an employee of the Company
at the time of his or her initial election or appointment as a Director an
option to acquire 15,000 Common Shares. Commencing in 2001, each Director will
receive an annual option to acquire 6,000 Common Shares, upon re-election to the
Board, effective as of the date of the Annual Meeting. The options and share
awards made to such Directors are awarded under the PolyOne Corporation 2000
Stock Incentive Plan or any other present or future stock plan of the Company
having shares available for such awards.

Each Director who is not an employee of the Company may defer payment of
all or a portion of his or her compensation as a Director under the Company's
Non-Employee Directors' Deferred Compensation Plan (the "Directors' Deferred
Compensation Plan"). A Director may defer the compensation as cash or elect to
have it converted into Common Shares of the Company (at a rate equal to 125% of
the cash compensation amount). Deferred compensation, whether in the form of
cash or Common Shares, is held in trust for the participating Directors.
Interest earned on the cash amounts and dividends on the Common Shares accrue
for the benefit of the participating Directors.

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11

OWNERSHIP OF COMMON SHARES

The following table shows the number of Common Shares beneficially owned on
March 15, 2001 (including options exercisable within 60 days of that date) by
each of the Directors and nominees, each of the executive officers named in the
Summary Compensation Table on page 15, and by all Directors and executive
officers as a group.

NUMBER OF
NAME SHARES(1)
---- ---------------

James K. Baker.............................................. 102,779(2)(3)
Gale Duff-Bloom............................................. 76,546(2)(3)
J. Douglas Campbell......................................... 96,931(2)(3)
Carol A. Cartwright......................................... 56,136(2)(3)
Wayne R. Embry.............................................. 32,449(2)(3)
Robert A. Garda............................................. 56,326(2)(3)
Gordon D. Harnett........................................... 64,377(2)(3)
David H. Hoag............................................... 50,405(2)(3)
Marvin L. Mann.............................................. 38,505(2)(3)
D. Larry Moore.............................................. 83,544(2)(3)
Thomas A. Waltermire........................................ 758,229(2)(3)
Farah M. Walters............................................ 54,730(2)(3)
Garth W. Henry.............................................. 179,197(2)(3)
W. David Wilson............................................. 361,294(2)(3)
V. Lance Mitchell........................................... 242,870(2)(3)
Donald P. Knechtges......................................... 328,542(2)(3)
16 Directors and executive officers as a group.............. 2,582,860(2)(3)

- ---------------

(1) Except as otherwise stated in the notes below, beneficial ownership of the
shares held by each individual consists of sole voting power and sole
investment power, or of voting power and investment power that is shared
with the spouse of the individual. It includes the approximate number of
shares credited to the named executives' accounts, respectively, in The Geon
Retirement Savings Plan and the M.A. Hanna Company 401(k) and Retirement
Plan, tax-qualified defined contribution plans. No Director, nominee or
executive officer beneficially owned on March 15, 2001, more than 1% of the
outstanding Common Shares of the Company. As of that date, the Directors and
executive officers as a group beneficially owned approximately 2.75% of the
outstanding Common Shares.

(2) Includes shares with respect to which the following Directors and executive
officers have only sole voting power as follows: J.K. Baker, 60,779 shares;
G. Duff-Bloom, 34,546 shares; J.D. Campbell, 54,931 shares; C.A. Cartwright,
12,636 shares; W.R. Embry, 11,449 shares; R.A. Garda, 12,826 shares; G.D.
Harnett, 20,877 shares; D.H. Hoag, 6,905 shares; M.L. Mann, 23,505 shares;
D.L. Moore, 41,544 shares; T.A. Waltermire, 257,217 shares; F.M. Walters,
18,730 shares; G.W. Henry, 1,382 shares; W.D. Wilson, 113,010 shares; V.L.
Mitchell, 84,734 shares; D.P. Knechtges, 31,406 shares; and the Directors
and executive officers as a group, 786,477 shares. With respect to the

9
12

Directors, except Mr. Waltermire who is not eligible to participate in the
Directors' Deferred Compensation Plan, these shares are held under the
Directors' Deferred Compensation Plan.

(3) Includes shares the individuals have a right to acquire on or before May 14,
2001 as follows: J.K. Baker, 42,000 shares; G. Duff-Bloom, 42,000 shares;
J.D. Campbell, 42,000 shares; C.A. Cartwright, 43,500 shares; W.R. Embry,
21,000 shares; R.A. Garda, 43,500 shares; G.D. Harnett, 43,500 shares; D.H.
Hoag, 43,500 shares; M.L. Mann, 15,000 shares; D.L. Moore, 42,000 shares;
T.A. Waltermire, 501,012 shares; F.M. Walters, 36,000 shares; G.W. Henry,
177,815 shares; W.D. Wilson, 248,284 shares; V.L. Mitchell, 158,136 shares;
D.P. Knechtges, 297,136 shares; and the Directors and executive officers as
a group, 1,796,383 shares.

The following table shows certain information with respect to all persons
who, as of March 15, 2001, were known by the Company to beneficially own more
than five percent of the outstanding Common Shares of the Company based on
information provided in Schedule 13G filings with the Securities and Exchange
Commission (the "Commission"):

NUMBER % OF
NAME AND ADDRESS OF SHARES SHARES
---------------- --------- ------

Citigroup Inc............................................... 8,464,348(1) 9.00%
399 Park Avenue
New York, New York 10043
Salomon Smith Barney Holdings Inc...................... (1)
388 Greenwich Street
New York, New York 10013
SSB Citi Fund Management LLC........................... (1)
388 Greenwich Street
New York, New York 10013

FMR Corp.................................................... 9,953,600(2) 10.58%
82 Devonshire Street
Boston, Massachusetts 02109

Mellon Financial Corporation................................ 8,042,242(3) 8.54%
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258-0001
The Boston Company, Inc................................ (3)
c/o Mellon Financial Corporation
One Mellon Center
Pittsburgh, Pennsylvania 15258
The Boston Company, Asset Management, LLC.............. (3)
c/o Mellon Financial Corporation
One Mellon Center
Pittsburgh, Pennsylvania 15258

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13

NUMBER % OF
NAME AND ADDRESS OF SHARES SHARES
---------------- --------- ------

State Street Bank and Trust Company, as Trustee for The Geon
Retirement Savings Plan................................... 6,854,233(4) 7.30%
225 Franklin Street
Boston, Massachusetts 02110

- ---------------

(1) As of February 15, 2001, based upon information contained in a Schedule 13G
filed with the Commission. Citigroup Inc., as a holding company reporting on
behalf of its subsidiaries, has shared voting power and shared dispositive
power with respect to all of these shares. Included in the 8,464,348 are
8,404,348 shares (8.9% of the outstanding Common Shares of the Company)
beneficially owned by Citigroup Inc.'s subsidiary, Salomon Smith Barney
Holdings Inc., a holding company reporting on behalf of its subsidiaries.
Salomon Smith Barney Holdings Inc. has shared voting power and shared
dispositive power with respect to all of these shares. Also included in the
8,464,348 are 6,088,707 shares (6.5% of the outstanding Common Shares of the
Company) beneficially owned by Salomon Smith Barney Holdings Inc.'s
subsidiary, SSB Citi Fund Management LLC. SSB Citi Fund Management LLC has
shared voting power and shared dispositive power with respect to all of
these shares.

(2) As of February 9, 2001, based upon information contained in a Schedule 13G
filed with the Commission. FMR Corp., as a holding company reporting on
behalf of its subsidiaries, has sole voting power with respect to 442,810 of
these shares and has sole dispositive power with respect to all of these
shares.

(3) As of January 22, 2001, based upon information contained in a Schedule 13G
filed with the Commission. Mellon Financial Corporation, as a holding
company reporting on behalf of its subsidiaries, has sole voting power with
respect to 6,857,386 of these shares, shared voting power with respect to
545,850 of these shares, and sole dispositive power with respect to
8,013,770 of these shares. Included in the 8,042,242 are 6,848,420 shares
(7.27% of the outstanding Common Shares of the Company) beneficially owned
by Mellon Financial Corporation's subsidiary, The Boston Company, Inc., a
holding company reporting on behalf of its subsidiaries. The Boston Company,
Inc. has sole voting power with respect to 5,761,320 of these shares, shared
voting power with respect to 517,500 of these shares and sole dispositive
power with respect to 6,848,298 of these shares. Also included in the
8,042,242 are 5,561,620 shares (5.90% of the outstanding Common Shares of
the Company) beneficially owned by The Boston Company, Inc.'s subsidiary,
The Boston Company, Asset Management, LLC. The Boston Company, Asset
Management, LLC has sole voting power with respect to 4,474,520 of these
shares, shared voting power with respect to 517,500 of these shares and sole
dispositive power with respect to all of these shares.

(4) As of February 12, 2001, based upon information contained in a Schedule 13G
filed with the Commission. State Street Bank and Trust Company, as Trustee
for The Geon Retirement Savings Plan and for various collective investment
funds for employee benefit plans and other index accounts, as a bank, has
sole voting power with respect to 685,700 of these shares, shared voting
power with respect to 6,105,033 of these shares, sole dispositive power with
respect to 748,880 of these shares, and shared dispositive power with
respect to 6,105,353 of these shares.
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EXECUTIVE COMPENSATION

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

This report of the Compensation Committee of the Board of Directors (the
"Committee") addresses the activities of the Committee following the formation
of the Company on August 31, 2000. The Committee is currently comprised of Gale
Duff-Bloom, its Chairperson, Wayne R. Embry, Marvin L. Mann and Farah M.
Walters.

The Committee is responsible for establishing the compensation and benefit
policies of the Company and reviewing the Company's philosophy regarding
executive remuneration to assure consistency with the goals and business
strategy of the Company. Each year the Committee reviews market data to assess
the Company's competitive position with respect to all aspects of executive
compensation and considers and approves changes in base salary and annual
incentive levels for executive officers as well as all awards (including stock
options, equity-based awards and long-term incentive plan awards) to executive
officers and key employees. The Committee also reviews and approves annual and
long-term performance criteria and goals at the beginning of each performance
period and certifies the results at the end of each performance period. In
addition, the Committee has oversight responsibilities for all broad-based
compensation and benefit programs of the Company.

The Summary Compensation Table appearing on page 15 includes compensation
earned by the named executive officers in connection with their employment with
the Company's predecessors.

GENERAL COMPENSATION PHILOSOPHY

The Committee believes that pay should be administered on a total
remuneration basis, with consideration of the value of all components of
compensation. Total remuneration opportunities should be competitive and serve
to attract, retain, motivate and reward employees based upon their experience,
responsibility, performance and marketability. They should be affordable and
fair to both employees and shareholders, based upon the operating results of the
Company. Incentive programs should create a strong mutuality of interests
between executives and shareholders through the use of equity-based compensation
and the selection of performance criteria that are consistent with the Company's
strategic objectives.

EXECUTIVE COMPENSATION

The Company's executive compensation program has the following principal
components: base salary, annual incentive compensation and long-term incentive
compensation. As an executive's level of responsibility increases, a greater
portion of his or her potential total remuneration is based on performance
incentives (including stock-based awards) rather than on salary. This approach
may result in changes in an executive's total cash compensation from year to
year if there are variations in the Company's performance.

The total remuneration program is designed to be competitive with the total
remuneration programs of companies similar to the Company within the specialty
chemical industry and a broad-base of industrial companies and is based on the
total remuneration programs of companies with which the

12
15

Company competes for executive talent. To assess the competitive total
remuneration programs of these other companies and to establish appropriate
compensation comparisons, the Committee receives advice from an independent
compensation consultant and reviews data which is based on the specialty
chemical peer group as well as various published surveys.

BASE SALARIES

The Committee annually reviews the base salaries of executive officers.
Prior to the meeting at which the annual review occurs, the Committee is
furnished with data on the current total compensation of each executive, current
market place data for comparable positions, individual performance appraisals
and recommended adjustments by the Chief Executive Officer for each executive
officer except himself. At the meeting, the Committee reviews all available data
and considers and approves adjustments. In addition, the Committee reviews
market place data for, and the performance of, the Chief Executive Officer and
determines the appropriate adjustment.

At the time of the formation of the Company, the Committee reviewed the
base salaries for those positions affected by the consolidation of Geon and M.A.
Hanna. Where an executive's scope of responsibility had significantly increased,
adjustments were made to reflect the increased position accountability. The
effective date of all such salary increases was postponed until January 1, 2001,
at the request of management in recognition of the business conditions
experienced by the Company in the latter part of 2000.

INCENTIVE COMPENSATION

Upon the formation of the Company, the Company assumed The Geon Company
Senior Executive Management Incentive Plan, a plan which was approved by Geon
stockholders at the Geon 2000 Annual Meeting. This plan, which continues to be
in effect, has been renamed the Senior Executive PolyOne Annual Incentive Plan
(the "PolyOne AIP"). The PolyOne AIP provides for awards that are wholly
contingent upon the attainment of performance goals established by the
Committee, eliminates the Committee's discretion to increase the amount of
incentive awards and provides for administration by a committee of outside
directors. The Committee believes that the PolyOne AIP has, in the past,
satisfied and will continue to satisfy the Internal Revenue Service's
requirements for "performance-based" compensation under Section 162(m). Under
Section 162(m), performance-based compensation is not subject to the
deductibility limitation under current Internal Revenue Service regulations.

The Committee approved a corporate performance target for the period from
the formation of the Company through the end of 2000. However, no awards were
earned due to performance that was below the established minimum hurdle for that
period. Awards made for that portion of 2000 prior to the formation of the
Company under bonus plans of the Company's predecessors are described in the
footnotes to the Summary Compensation Table on page 15.

LONG TERM INCENTIVES

All stock options held by executives and outstanding at the time of the
formation of the Company are currently vested and exercisable with the exception
of Challenge Grant Stock Appreciation Rights

13
16

that will vest only upon the achievement of certain stock prices at certain
times. Each executive officer received an option grant of 200 common shares
under the Founders Grant program, which provided equity-based appreciation
grants generally to all full-time and part-time (over 20 hours per week)
employees.

On February 28, 2001, the Committee approved awards to executive officers
of the Company under the Company's Strategic Improvement Incentive Plan that
will provide rewards to such officers based upon both the Company's stock price
performance and achievement of financial performance goals. The Plan rewards
executive officers with awards in the form of Time-Vested Stock Options and
Performance Awards. Time-Vested Stock Options are stock options with a ten year
term that vest in increments over a three year period following the date of
grant, 35% in each of the first and second years and 30% in the third year. The
amount scheduled to vest in the third year may vest earlier based upon the stock
price performance of the Company. Performance Awards are comprised of
Performance Options and Performance Cash Awards. Performance Options are stock
options that vest on the third anniversary of the date of grant and have a term
of 39 months. Performance Cash Awards are cash payments based upon the Company's
performance for the year ending December 31, 2003, relative to targets
established by the Committee. The purpose of these awards is to encourage
superior strategic business performance over time. These awards will be granted
under the PolyOne Corporation 2000 Stock Incentive Plan, which was approved by
stockholders of the Company's predecessors on August 29, 2000. The Committee
believes that these awards will satisfy the Internal Revenue Service's
requirements for "performance-based" compensation under Section 162(m). As
stated above, under Section 162(m), performance-based compensation is not
subject to the deductibility limitation under current Internal Revenue Service
regulations.

CHIEF EXECUTIVE OFFICER

The Committee approved an increase in the base salary of Mr. Waltermire at
the time of the formation of the Company in recognition of the expanded scope of
the Company and Mr. Waltermire's increased responsibilities. At his request,
based on assessment of business conditions, the Committee deferred the effective
date of the increase until January 1, 2001.

Mr. Waltermire participated in the PolyOne AIP and Strategic Improvement
Incentive Plan under similar terms and conditions as other executive officers
and as described above. Based on Company performance from its formation, no
incentive award was earned for this period.

The Summary Compensation Table appearing on page 15 includes compensation
earned by Mr. Waltermire in connection with his employment with Geon, one of the
Company's predecessors.

THE COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS

Gale Duff-Bloom, Chairperson
Wayne R. Embry
Marvin L. Mann
Farah M. Walters
February 28, 2001
14
17

The following table sets forth the compensation received for the three
years ended December 31, 2000 by the Company's Chief Executive Officer and the
persons who were at December 31, 2000 the four other most highly paid executive
officers. To provide more complete and comparable information, this table
includes compensation paid by Geon and M.A. Hanna prior to the Consolidation.

SUMMARY COMPENSATION TABLE

LONG TERM COMPENSATION
----------------------------------
ANNUAL COMPENSATION AWARDS
------------------------------- --------------------- PAYOUTS
OTHER OPTIONS/ LTIP ALL
ANNUAL RESTRICTED SARS PAYOUTS OTHER
NAME AND COMPEN- STOCK (# OF (# OF COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS(1) SATION(2) AWARDS(3) SHARES) SHARES)(4) SATION(5)(6)
------------------ ---- -------- -------- --------- ---------- -------- ---------- ------------

Thomas A. Waltermire, 2000 $575,000 $ -0-(5) $55,664 $ -0- 200 15,686 $ 549,700
Chairman of the Board, 1999 522,576 550,000 40,553 -0- -0- -0- 57,693
President and Chief (7) 1998 390,192 270,000 46,360 -0- 202,446 4,100 36,372
Executive Officer
Garth W. Henry, 2000 306,000 144,000(5) 1,504 -0- 200 3,066 1,756,797
Vice President, 1999 301,000 180,000 88,309 6,278 58,520 50,251 47,204
International 1998 258,333 40,000 74,551 3,846 42,667 61,520 60,412
W. David Wilson 2000 267,961 -0-(5) 47,409 -0- 200 7,470 183,314
Chief Financial Officer 1999 241,154 214,500 25,068 -0- -0- -0- 23,432
1998 219,231 130,900 26,475 -0- 96,402 1,628 18,998
V. Lance Mitchell, 2000 263,077 -0-(5) 43,136 -0- 200 7,470 178,331
Group Vice President, 1999 239,038 174,375 64,335 -0- -0- -0- 22,742
Plastic Compounds and 1998 213,654 140,625 20,030 -0- 96,402 1,470 19,510
Colors
Donald P. Knechtges, 2000 249,615 -0-(5) 50,424 -0- 200 7,470 2,588,211
Chief Development 1999 239,711 187,000 35,462 -0- -0- -0- 22,964
Officer 1998 232,115 137,500 59,243 -0- 96,402 3,546 41,647

- ---------------

(1) All amounts in this column represent aggregate bonus payments under annual
incentive compensation plans of Geon (applicable to all named executive
officers except G.W. Henry) or M.A. Hanna (applicable to G.W. Henry). These
amounts do not include payments made under the "change in control"
provisions of these plans. Geon's Senior Executive Management Incentive Plan
("Geon Senior Executive MIP") and Geon's Management Incentive Plan ("MIP")
provided that a minimum of 40% of the named executives' bonus awards, if
any, under the plan would be paid in the form of restricted stock. The
participant could also elect to receive all or any portion of the balance in
the form of restricted stock. For each $1 of the bonus amount paid in the
form of restricted stock, $1.25 worth of restricted stock is awarded. Under
the terms of the change in control provisions of the restricted stock
awards, these awards became unrestricted at the effective time of the
Consolidation. Restricted stock awards that became unrestricted as a result
of the change in control were as follows: T.A. Waltermire, 36,345 shares;
W.D. Wilson, 7,331 shares; V.L. Mitchell, 7,456 shares; and D.P. Knechtges,
7,522 shares. With respect to G.W. Henry, all amounts in this column
represent cash bonus payments under annual incentive plans of M.A. Hanna.
For 2000, the named executive officers (excluding G.W. Henry) received a
payment under the Geon Senior Executive MIP as described in footnote 5
below. There were no additional awards of cash or restricted stock
15
18

under these plans for 2000. The amount of cash (including payments in
respect of fractional shares) and the market value and number of the shares
of restricted stock received by the named executive officers, respectively
(excluding G.W. Henry), in respect of the 1999 bonus payments for each of
the named executive officers is as follows: T.A. Waltermire, $13 and
$549,987 (16,988 shares); W.D. Wilson, $118,019 and $97,481 (3,011 shares);
V.L. Mitchell, $77,509 and $96,866 (2,992 shares); and D.P. Knechtges,
$102,013 and $84,984 (2,125 shares). For 1998, such amounts were as follows:
T.A. Waltermire, $19 and $269,981 (11,550 shares); W.D. Wilson, $71,411 and
$59,489 (2,545 shares); V.L. Mitchell, $62,505 and $78,119 (3,342 shares);
and D.P. Knechtges, $74,995 and $62,505 (2,674 shares).

(2) For 2000, amounts include tax gross-ups on personal benefits as follows:
T.A. Waltermire, $15,234; G.W. Henry, $31,745; W.D. Wilson, $12,845; V.L.
Mitchell, $15,300; and D.P. Knechtges, $13,065. For 1999, amounts include
tax gross-ups on personal benefits as follows: T.A. Waltermire, $15,602;
G.W. Henry, $6,610; W.D. Wilson, $9,548; V.L. Mitchell, $15,310; and D.P.
Knechtges, $13,065. For 1998, amounts include tax gross-ups on personal
benefits as follows: T.A. Waltermire, $12,591; G.W. Henry, $4,608; W.D.
Wilson, $8,205; V.L. Mitchell, $6,900; and D.P. Knechtges, $15,811.

(3) The total number of restricted shares held by G.W. Henry and the value of
those shares at the end of the last fiscal year, based on the year-end
closing price for the Company's shares, was 1,114 shares and $6,545,
respectively. Dividends are paid on these restricted shares with the same
frequency as all shareholders.

(4) Amounts for 2000 represent performance shares under long-term incentive
awards of Geon and M.A. Hanna issued as a result of the change in control
provisions being triggered by approval of the Consolidation by Geon and M.A.
Hanna stockholders on August 29, 2000, net of withholding. Amounts for 1998
(excluding G.W. Henry) represent the number of shares paid out to the named
executive on January 1, 1998 in respect of performance shares awarded to the
named executive in 1995 under Geon's 1995-1997 Long-Term Incentive Plan. The
number of shares awarded was based on Geon's achievement of performance
objectives specified under such plan for the three-year period ended
December 31, 1997, and are net of withholding taxes.

(5) Amounts for 2000 represent (for all named executives except G.W. Henry),
respectively, the Company's cash contributions on behalf of the named
executives to the Company's Retirement Savings Plan, amounts accrued under a
benefit restoration plan providing for benefits in excess of the amounts
permitted to be contributed under the Retirement Savings Plan (and amounts
accrued with respect to the PolyOne AIP and MIP), and premium payments by
the Company under a split dollar life insurance program as follows: T.A.
Waltermire, $10,200, $79,500, and $0; W.D. Wilson, $10,200, $30,114, and $0;
V.L. Mitchell, $10,200, $27,131, and $0; and D.P. Knechtges, $10,200,
$26,897, and $0. For 1999, such amounts are as follows: T.A. Waltermire,
$9,600, $13,364, and $0; W.D. Wilson, $9,600, $13,832, and $0; V.L.
Mitchell, $9,600, $13,142, and $0; and D.P. Knechtges, $9,600, $13,364, and
$0. For 1998, such amounts are as follows: T.A. Waltermire, $9,600, $26,772,
and $0; W.D. Wilson, $9,600, $9,398, and $0; V.L. Mitchell, $9,600, $9,910,
and $0; and D.P. Knechtges, $9,600, $11,071, and $20,976. Also included in
the amounts for 2000 are payments made under the Geon Senior Executive MIP
as a result of the change in control provisions being triggered at the
effective time of the Consolidation. All amounts were paid in cash as
follows: T.A. Waltermire, $460,000; W.D. Wilson, $143,000; V.L. Mitchell,
$141,000; and D.P. Knechtges,
16
19

$133,000. With respect to G.W. Henry, the amount for 2000 represents $10,200
of cash contributions to the Company's Retirement Savings Plan and $20,697
of premium payments by the Company under a split dollar life insurance
program, in addition to a payment of $122,400 paid in cash under M.A.
Hanna's incentive plan as a result of the change in control provisions being
triggered at the effective time of the Consolidation.

(6) In addition to the payments made in 2000 to D.P. Knechtges and G.W. Henry as
set forth in footnote 5 above, the amounts for 2000 also include payments to
D.P. Knechtges and G.W. Henry, triggered by the Consolidation under
management continuity agreements between D.P. Knechtges and Geon and between
G.W. Henry and M.A. Hanna, in the amount of $2,418,114 for D.P. Knechtges
and $1,603,500 for G.W. Henry. D.P. Knechtges will be retiring from the
Company at the end of May 2001 and G.W. Henry retired from the Company on
January 31, 2001.

(7) Mr. Waltermire began serving as President, Chief Executive Officer and
Chairman of the Board for the Company on August 31, 2000. From January 1,
2000 to August 31, 2000, Mr. Waltermire served as Chief Executive Officer
and Chairman of the Board of Geon.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES

VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTION/SARS OPTIONS/SARS
AT FY-END AT FY-END
(# OF SHARES) ($) (2)
SHARES ACQUIRED --------------- -------------
ON EXERCISE VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (# OF SHARES) ($) (1) UNEXERCISABLE UNEXERCISABLE
---- --------------- -------------- --------------- -------------

T. A. Waltermire.......... -0- $ -0- 513,808/135,164 $ -0-/-0-
G. W. Henry............... -0- -0- 184,565/200 -0-/-0-
W. D. Wilson.............. -0- -0- 253,402/64,468 -0-/-0-
V. L. Mitchell............ -0- -0- 158,136/64,468 -0-/-0-
D. P. Knechtges........... -0- -0- 297,136/64,468 -0-/-0-

- ---------------

(1) Represents the difference between the option exercise price and the last
sale price of a Common Share as reported on the New York Stock Exchange on
the date prior to exercise.

(2) Based on the closing price of a Common Share of $5.875 as reported on the
New York Stock Exchange on December 29, 2000. The ultimate realization of
profit, if any, on the sale of Common Shares underlying the option is
dependent upon the market price of the shares on the date of sale.

RETIREMENT PENSIONS

The Company has in effect pension plans for salaried employees which
provide pensions payable at retirement to each eligible employee. The Geon
Pension Plan (applicable to all named executive officers in the Summary
Compensation Table except Mr. Henry) makes available a pension which is

17
20

paid from funds provided through contributions by the Company and contributions
by the employee, if any, made prior to 1972. The amount of an employee's pension
depends on a number of factors including Final Average Earnings ("FAE") and
years of credited service to the Company. The first chart below shows the annual
pension amounts, under The Geon Pension Plan, currently available to employees
who retire with the combinations of FAE and years of credited service shown in
the chart, which should be read in conjunction with the notes following the
chart. As of January 1, 1989, The Geon Pension Plan generally provides a benefit
of 1.15% of FAE times all years of pension credit plus 0.45% of FAE in excess of
covered compensation times years of pension credit up to 35 years. In addition,
employees who were actively at work on December 31, 1989, may receive an
additional pension credit of 4 years (up to a maximum of 24 years) of pension
credit. Benefits become vested after 5 years of service. As of January 1, 2000,
The Geon Pension Plan was closed to new participants.

THE GEON COMPANY PENSION PLAN TABLE(1)

YEARS OF CREDITED SERVICE
-----------------------------------------------------------------------------
FINAL 15 20 25 30 35
AVERAGE ------------------- ------------------- -------- -------- ----------
EARNINGS (2) (3) (2) (3)
-------- -------- -------- -------- --------

$ 100,000 $ 21,631 $ 27,399 $ 28,841 $ 34,609 $ 36,051 $ 43,262 $ 50,472
$ 200,000 45,631 57,799 60,841 73,009 76,051 91,262 106,472
$ 300,000 69,631 88,199 92,841 111,409 116,051 139,262 162,472
$ 400,000 93,631 118,599 124,841 149,809 156,051 187,262 218,472
$ 500,000 117,631 148,999 156,841 188,209 196,051 235,262 274,472
$ 600,000 141,631 179,399 188,841 226,609 236,051 283,262 330,472
$ 700,000 165,631 209,799 220,841 265,009 276,051 331,262 386,472
$ 800,000 189,631 240,199 252,841 303,409 316,051 379,262 442,472
$ 900,000 213,631 270,599 284,841 341,809 356,051 427,262 498,472
$1,000,000 237,631 300,999 316,841 380,209 396,051 475,262 554,472
$1,100,000 261,631 331,399 348,841 418,609 436,051 523,262 610,472
$1,200,000 285,631 361,799 380,841 457,009 476,051 571,262 666,472
$1,300,000 309,631 392,199 412,841 495,409 516,051 619,262 722,472
$1,400,000 333,631 422,599 444,841 533,809 556,051 667,262 778,472
$1,500,000 357,631 452,999 476,841 572,209 596,051 715,262 834,472
$1,600,000 381,631 483,399 508,841 610,609 636,051 763,262 890,472
$1,700,000 405,631 513,799 540,841 649,009 676,051 811,262 946,472
$1,800,000 429,631 544,199 572,841 687,409 716,051 859,262 1,002,472
$1,900,000 453,631 574,599 604,841 725,809 756,051 907,262 1,058,472
$2,000,000 477,631 604,999 636,841 764,209 796,051 955,262 1,114,472

- ---------------

(1) Applicable to T.A. Waltermire, W.D. Wilson, V.L. Mitchell and D.P.
Knechtges.

(2) Assumes actively employed January 1, 1990 and after.

18
21

(3) Includes an additional 4 years of service applicable to pre-January 1, 1990
employees.

(4) The Geon Pension Plan uses either a "final average earnings" formula or a
"service credit" formula to compute the amount of an employee's pension,
applying the formula which produces the higher amount. The above chart was
prepared using the FAE formula, since the service credit formula would
produce lower amounts than those shown. Under the FAE formula, a pension is
based on the highest four consecutive calendar years of an employee's
earnings. Earnings include salary, overtime pay, holiday pay, vacation pay,
and certain incentive payments including annual cash bonuses, but exclude
awards under long-term incentive programs and the Company match in the
Company savings plans. As of December 31, 2000, final average earnings for
the individuals named in the Summary Compensation Table were as follows:
T.A. Waltermire -- $776,985.58; W.D. Wilson -- $365,891.24; V.L.
Mitchell -- $348,745.23; and D.P. Knechtges -- $380,319.05.

(5) In computing the pension amounts shown, it was assumed that an employee
would retire at age 65 and elect to receive a five year certain and
continuous annuity under the pension plan and that the employee would not
elect any of the available "survivor options," which would result in a lower
annual pension. Pensions are not subject to any reduction for Social
Security or any other offset amounts.

(6) As of December 31, 2000, the executives named in the Summary Compensation
Table (excluding G.W. Henry) had the following years of credited service
under The Geon Pension Plan or subsidiary plans or supplemental agreements:
T.A. Waltermire, 26 years, 6 months; W.D. Wilson, 22 years, 11 months; V.L.
Mitchell, 11 years, 7 months; and D.P. Knechtges, 35 years, 6 months.

(7) Benefits shown in the chart that exceed the level of benefits permitted to
be paid from a tax-qualified pension plan under the Internal Revenue Code,
and certain additional benefits not payable under the qualified pension plan
because of certain exclusions from compensation taken into account
thereunder, are payable under an unfunded, non-qualified supplemental
pension plan.

The chart below represents the pension benefits applicable to Mr. Henry
under the Salaried Employees Retirement Income Plan (the "SERIP"), a
non-contributory pension plan covering all M.A. Hanna officers employed prior to
January 1, 1999, and certain other salaried employees of the Company. Effective
December 31, 1998, the SERIP was closed to new participants, benefit accruals
ceased and the benefits of the participants were frozen. Upon reaching the
normal retirement age (age 65), each participant in the SERIP generally is
entitled to receive monthly for life a basic benefit equal to the greater of (a)
the participant's highest average monthly compensation (including bonuses and
overtime) for 60 consecutive months out of the final 120 months of his or her
employment or (b) 1/12th of the average of his or her annual compensation
(including bonuses and overtime) during any 5 annual periods in which he or she
received the highest compensation included within the final 10 annual periods of
his or her employment prior to January 1, 1999, which is then multiplied by 2%
for the first 20 years of credited service and 1% for the next 20 years of
credited service. In addition, benefits are provided for early retirement and to
surviving spouses.

The Company also has in effect an excess benefits plan to pay retirement
benefits which but for limitation under the Employee Retirement Income Security
Act of 1974 and the Internal Revenue Code would have been paid under the SERIP
and will continue to accrue non-qualified benefits for up to a five

19
22

year period in connection with the freezing of the SERIP. These benefits will be
paid out of the general funds of the Company or trust funds established for this
purpose.

SALARIED EMPLOYEES RETIREMENT INCOME PLAN TABLE(1)

AVERAGE ANNUAL
COMPENSATION YEARS OF SERVICE AT AGE 65
FOR LAST 5 YEARS ----------------------------------------------------
OF EMPLOYMENT 15 20 25 30 35
- ---------------- -------- -------- -------- -------- --------

$ 300,000 $ 90,000 $120,000 $135,000 $150,000 $165,000
$ 500,000 150,000 200,000 225,000 250,000 275,000
$ 700,000 210,000 280,000 315,000 350,000 385,000
$ 900,000 270,000 360,000 405,000 450,000 495,000
$1,100,000 330,000 440,000 495,000 550,000 605,000

- ---------------

(1) Applicable to G.W. Henry. The credited years of service for retirement
benefits for Mr. Henry is 25 years.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that the Company's executive officers and directors, and persons who own more
than 10% of a registered class of the Company's equity securities, file reports
of ownership and changes in ownership with the Commission. Executive officers,
directors and greater than 10% stockholders are required by Commission rules to
furnish the Company with copies of all forms they file. Based solely on its
review of the copies of such forms received by the Company and written
representations from certain reporting persons, the Company believes that,
during fiscal year 2000, all Section 16(a) filing requirements applicable to its
executive officers, directors and 10% stockholders were satisfied except for two
filings. The Company undertook to have prepared and filed on behalf of the
executive officers and directors of the Company, Geon and M.A. Hanna the Form
3's and Form 4's required under Section 16(a) in connection with the
Consolidation. Due to a clerical error, the Company filed a Form 3 and Form 4
for Christopher Sachs 10 days after the due date for the forms.

MANAGEMENT CONTINUITY AGREEMENTS

Messrs. Waltermire, Wilson, Mitchell and Knechtges were parties to
management continuity agreements with Geon (the "Old Continuity Agreements").
Under the Old Continuity Agreements, each of these executive officers was
entitled to receive certain payments and awards if his employment was terminated
for "cause" or if he voluntarily terminated his employment for "good reason" (in
each case as defined in the Old Continuity Agreements) following a change of
control. The Consolidation constituted a change of control. Messrs. Waltermire,
Wilson, and Mitchell have elected to waive any and all payments and awards to
which they may have been entitled to under the Old Continuity Agreements. By
waiving such payments and awards each became eligible to participate in the
Formation Grant Awards consisting of three-year restricted stock, awarded on a
contingent basis, to all senior executives as2002

20
23

follows: Waltermire, 95,600 shares; Wilson, 45,000 shares; and Mitchell, 46,400
shares. In addition, these executives have entered into new management
continuity agreements with the Company (the "Continuity Agreements").

The purpose of the Continuity Agreements is to encourage the individuals to
carry out their duties in the event of the possibility of a "change of control"
of the Company. The Continuity Agreements do not provide any assurance of
continued employment unless there is a change of control. The Continuity
Agreements generally provide for a two-year period of employment commencing upon
a change of control, which generally is deemed to have occurred if: (i) any
person becomes the beneficial owner of 25% or more of the combined voting power
of the Company's outstanding securities (subject to certain exceptions), (ii)
there is a change in the majority of the Board of Directors of the Company,
(iii) certain corporate reorganizations occur where the existing shareholders do
not retain more than 60% of the common shares and combined voting power of the
outstanding voting securities of the surviving entity, or (iv) there is
shareholder approval of a complete liquidation or dissolution of the Company.

The Continuity Agreements generally provide for the continuation of
employment of the individuals in the same positions and with the same
responsibilities and authorities that they possessed immediately prior to the
change of control and with the same benefits and level of compensation. If a
change of control occurs and the individual's employment is terminated by the
Company or its successor for reasons other than "cause" or is terminated
voluntarily by the individual for "good reason" (in each case as defined in the
Continuity Agreements), generally the individual would be entitled to receive:
(i) compensation for a period of up to three years, commencing at the
individual's base salary rate in effect at the time of the termination, (ii) a
payment of up to three times the "target annual incentive amount" (as defined in
the Continuity Agreements) in effect prior to the change in control, (iii) the
continuation of all employee health and welfare benefits for up to three years,
(iv) financial planning services for one year, and (v) a payment of up to three
years' additional retirement benefits. The Continuity Agreements also provide
for a tax gross-up for any excise tax due under the Internal Revenue Code for
any payments or distributions made under the agreements. If the individual's
employment is terminated by the Company or its successor for "cause" or is
terminated voluntarily by the individual for reasons other than for "good
reason," the individual is not entitled to the benefits set forth above and is
entitled to compensation earned through the date of termination of his or her
employment.

21
24

COMPANY STOCK PERFORMANCE

Following is a graph which compares the cumulative total shareholder
returns for the Company's Common Shares, the S&P 500 index and the S&P Mid Cap
Chemicals index with dividends assumed to be reinvested when received. The graph
assumes the investing of $100 from September 1, 2000, the first trading date of
the Company's Common Shares, through December 31, 2000. The data regarding the
Company assumes an investment at the initial trading price of $100 per Common
Share of the Company. The S&P Mid Cap Chemicals index includes a broad range of
chemical manufacturers. Because of the relationship of the Company's business
within the chemical industry, it is felt that comparison with this broader index
is appropriate.

COMPARISON OF CUMULATIVE TOTAL RETURN
TO SHAREHOLDERS
AUGUST 31, 2000 TO DECEMBER 31, 2000

S&P 500 S&P MID CAP CHEMICALS POLYONE CORPORATION
------- --------------------- -------------------

8/31/00 $ 100.0 $ 100.0 $ 100.0
9/30/00 94.7 89.4 88.0
10/31/00 94.3 94.9 94.7
11/30/00 86.9 96.1 67.7
12/31/00 87.3 107.5 71.5

22
25

INDEPENDENT AUDITORS

The Board of Directors has reappointed Ernst & Young LLP as independent
auditors to audit thePolyOne's financial statements of the Company for the current fiscal year. Fees for fiscal year 2000 were as follows: annual audit fees of $779,000
and all other fees of $1,548,000, including audit related fees of $929,000. A
representative of Ernst & Young LLP is expected to be present at the Annual
Meeting of Shareholders. The representative will be given an opportunity to make
a statement if desired and to respond to questions regarding Ernst & Young LLP's
examination of the Company'sour consolidated financial statements and records for the year
ended December 31, 2000.2001. Fees for fiscal year 2001 were as follows:

Audit Fees. Fees for the audit of PolyOne's annual financial statements for
fiscal year 2001 and the reviews of the financial statements included in
PolyOne's Forms 10-Q for that fiscal year totaled $791,000.

Financial Information Systems Design and Implementation Fees. No fees were paid
by PolyOne in fiscal year 2001 with respect to the above-captioned services.

All Other Fees. All other fees paid by PolyOne in fiscal year 2001, totaling
$1,870,763, includes fees of $536,565 for audit-related services such as foreign
statutory reporting, employee benefit plan audits, compliance pricing reviews
and miscellaneous technical accounting research. Also included in the category
of all other fees are fees of $1,334,198 for services related to tax compliance,
tax consulting, international tax matters, due diligence and human resources and
global expatriate services.

The Audit Committee has considered whether the provision of the above-captioned
services is compatible with maintaining Ernst & Young's independence.

GENERAL

VOTING AT THE MEETING

Shareholders of record at the close of business on March 15, 2001,25, 2002, are
entitled to vote at the meeting. On that date, a total of 93,900,057 Common
Shares91,166,922 common
shares were outstanding. Each share is entitled to one vote.

Holders of Common Sharescommon shares have no cumulative voting rights. Directors are
elected by a plurality of the votes of shares present, in person or by proxy,
and entitled to vote on the election of directorsDirectors at a meeting at which a quorum
is present. The affirmative vote of a majority of the Common Sharescommon shares represented
and voting, in person or by proxy, at any meeting of shareholders at which a
quorum is present is required for action by shareholders on any matter, unless
the vote of a greater number of shares or voting by classes or series is
required under Ohio law. Abstentions and broker non-votes are tabulated in
determining the votes present at a meeting. Consequently, an abstention or a
broker non-vote has the same effect as a vote against a proposal or a directorDirector
nominee, as each abstention or broker non-vote would be one less vote in favor
of a proposal or for a directorDirector nominee.

If any of the nominees listed on pages 3 throughand 4 becomes unable or declines
to serve as a director,Director, each properly signed proxy card will be voted for
another person recommended by the Board of Directors. However, the Board haswe have no reason
to believe that this will occur.

The Board of Directors knowsWe know of no other matters that will be presented at the meeting. However,
if other matters do properly come before the meeting, the persons named in the
proxy card will vote on these matters in accordance with their best judgment.

21
SHAREHOLDER PROPOSALS

Any shareholder who wishes to submit a proposal to be considered for
inclusion in next year's Proxy Statement should send the proposal to the CompanyPolyOne,
addressed to the Secretary, of the Company so that it is received on or before November 27, 2001. The Company suggestsDecember 9,
2002. We suggest that all proposals be sent by certified mail, return receipt
requested.

The Company's proxiesAdditionally, a shareholder may submit a proposal for consideration at the
20022003 Annual Meeting of Shareholders, will
confer discretionary authority to vote on any matterbut not for inclusion in next year's Proxy
Statement, if the Company does not
receiveshareholder gives timely written notice of such matterproposal in
accordance with Regulation 8(c) of the Company'sPolyOne's Regulations. In general, Regulation
8(c) provides

23
26 that, to be timely, a shareholder's notice must be delivered to
thePolyOne's principal executive offices of the Company not less than 60 nor more than 90 days
prior to the first anniversary of the date on which the Companywe first mailed itsour proxy
materials for the preceding year's annual meeting.

The Company'sOur proxy materials for the 20012002 Annual Meeting of Shareholders will be
mailed on or about March 28, 2001.April 8, 2002. Sixty days prior to the first anniversary of
this date will be January 27, 2002,February 7, 2003, and 90 days prior to the first anniversary
of this date will be December 28, 2001.January 8, 2003. Our proxies for the 2003 Annual Meeting of
Shareholders will confer discretionary authority to vote on any matter if we do
not receive timely written notice of such matter in accordance with Regulation
8(c). For business to be properly requested by a shareholder to be brought
before the 20022003 Annual Meeting of Shareholders, the shareholder must comply with
all of the requirements of Regulation 8(c), not just the timeliness requirements
set forth above.

PROXY SOLICITATION

The CompanyPolyOne is making this proxy solicitation and will bear the expense of
preparing, printing and mailing this Noticenotice and Proxy Statement.proxy statement. In addition to
requesting proxies by mail, PolyOne's officers and regular employees of the Company may request
proxies by telephone or in person. The Company hasWe have retained Morrow & Co., Inc., 445 Park
Avenue, New York, NY 10022, to assist in the solicitation for an estimated fee
of $6,000 plus reasonable expenses. The CompanyWe will ask custodians, nominees, and
fiduciaries to send proxy material to beneficial owners in order to obtain
voting instructions. The CompanyWe will, upon request, reimburse them for their reasonable
expenses for mailing the proxy material.

The Company'sWe are mailing PolyOne's Annual Report to Shareholders, including
consolidated financial statements for the year ended December 31, 2000, is being mailed2001, to
shareholders of record with this Proxy Statement.proxy statement.

For the Board of Directors
PolyOne Corporation

/s/ Gregory L. Rutman
Gregory L. Rutman,Wendy C. Shiba
WENDY C. SHIBA
Vice President, Chief Legal Officer
March 28, 2001

24and Secretary

April 4, 2002

APPENDIX A -- AUDIT COMMITTEE CHARTER

POLYONE CORPORATION
AUDIT COMMITTEE CHARTER

AUTHORITY

- - The Board of Directors, by resolution dated August 31, 2000, established the
Audit Committee.

- - The Audit Committee Charter was adopted by the Board on September 6, 2000.2000, and
amended on February 28, 2002.

PURPOSE

- - Assist the Board of Directors in fulfilling its oversight responsibilities to
the shareholders relating to corporate accounting, reporting practices of the
Company, financial and internal controls and compliance with the Company's
Code of Business Conduct; and

- - Maintain effective working relationships with the Board of Directors and
oversight of the independent accountants,auditor the internal auditors and financial
management of the Company.

DUTIES AND RESPONSIBILITIES

It is the overriding responsibility of the Committee to oversee management, the
independent accountantsauditor and the internal auditors. It is the responsibility of those
parties to ensure that adequate internal controls are in place and that
financial reports are completed in conformity with generally accepted accounting
principles. The responsibility of the Committee is one of oversight and due
diligence.

REVIEW PROCEDURES

The Committee will:

- - Annually review and update, as necessary, the Committee's Charter and
determine if the Committee has satisfied its responsibilities under the
Charter during the year;

- - Review the Company's annual audited financial statements with management and
the independent auditorsauditor to determine that the independent auditors
areauditor is satisfied
with the disclosure and content of the financial statements to be presented to
shareholders;

- - Review the Company's quarterly financial results with management and the
independent auditorsauditor prior to the release of earnings and/or the Company's
quarterly financial statements prior to filing or distribution. The
Chairperson of the Committee may represent the entire Audit Committee for
purposes of this review; and

- - In consultation with management, the independent auditors,auditor, and the individual
responsible for the internal audit function, consider the integrity of the
Company's financial reporting process and controls. Discuss significant
financial risk exposures and the steps management has taken A-1
28

to monitor,
control and report such exposures. Review significant findings prepared by the
independent auditorsauditor and the internal auditors together with management's
responses.

GENERAL

The Committee will:

- - Perform any activities beyond those enumerated below consistent with this
Charter, the Company's Code of Regulations and governing law, as the Committee
or the Board of Directors deems necessary;

A-1

- - If the Committee determines it to be appropriate, institute special
investigations and/or hire special counsel or experts;

- - Review significant accounting and reporting issues and legal and regulatory
pronouncements, and understand their impact on the financial statements of the
Company;

- - Periodically review with the Company's Chief Legal Officer any legal or
regulatory matters that may have a material impact on the Company's financial
statements or compliance programs and any material pending claims and
litigation involving the Company as a defendant;

- - Periodically report to the Board of Directors as appropriate on the status and
results of major capital projects and other major business transactions; and

- - Periodically review the results of the Company's assessment of its compliance
with its Code of Business Conduct.

INDEPENDENT AUDITORSAUDITOR

The Committee will:

- - Review the independence and performance of the independent auditorsauditor, confirm
that the independent auditor is ultimately accountable to the Board of
Directors and the Audit Committee, and that the Audit Committee and the Board
of Directors have the ultimate authority and responsibility to select,
evaluate and, where appropriate, replace the independent auditor. Recommend
annually recommend to the Board of Directors the appointment of the independent auditors or approve any discharge of independent auditors
when circumstances warrant;auditor;

- - Approve fees and other significant compensation to be paid to the independent
auditors;auditor;

- - Annually review and discuss with the independent auditorsauditor all significant
relationships they have with the Company that could impair the independent
auditors'auditor's independence;

- - Review the independent auditors'auditor's audit plan and discuss scope, staffing,
locations, reliance on management and internal audit and their general audit
approach; and

- - Consider the independent auditors'auditor's judgments about the quality and
appropriateness of the Company's accounting principles as applied in its
financial reporting.

INTERNAL AUDITORS

- - Review the budget, plan, changes in plan, activities, organizational structure
and qualifications of the internal auditors and elicit any recommendations for
improvement;

A-2
29- - Review the appointment, performance and replacement of the senior internal
audit executive or other responsible individual; and

- - Review significant reports prepared by the internal audit department together
with management's response and follow up on these reports.

COMPOSITION

Committee members shall meet the requirements of the New York Stock Exchange and
applicable rules and regulations.

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.

A-2

- - Any action which may be taken at a meeting of the Committee will be deemed the
action of the Committee if all of the Committee members execute a written
consent and the consent is filed with the Corporate Secretary.

- - The Company's Vice President and Chief Financial Officer will be the
management liaison to the Committee.

- - The Corporate Secretary shall be responsible for keeping minutes of the
Committee meetings.

- - The Committee will meet at least 4 times a year and at such other times as may
be requested by its Chairperson and will routinely meet in executive session
to review such matters as the Committee, in its discretion, determines to be
appropriate.

A-3

POLYONE CORPORATION
P
R PROXY
R
O
X ANNUAL MEETING OF SHAREHOLDERS, MAY 2, 2001
X23, 2002
Y
This Proxy is Solicited on Behalf of the Corporation's Board of DirectorsTHIS PROXY IS SOLICITED ON BEHALF OF THE CORPORATION'S BOARD OF DIRECTORS

The undersigned hereby appoints Thomas A. Waltermire and Gregory
L. Rutman,Wendy C.
Shiba, and each of them jointly and severally, Proxies, with full power of
substitution, to vote, as designated on the reverse side, all Common Sharescommon
shares of PolyOne Corporation held of record by the undersigned on
March 15, 2001,25, 2002, at the Annual Meeting of Shareholders to be held on
May 2, 2001,23, 2002, or any adjournment thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF
THE NOMINEES TO SERVE AS DIRECTORS. The shares represented by this Proxy
will be voted as specified on the reverse side. IF NO DIRECTION IS GIVEN
IN THE SPACE PROVIDED ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED "FOR"
THE ELECTION OF THE NOMINEES SPECIFIED IN ITEM 1.

------------ON THE REVERSE SIDE.

-----------
SEE REVERSE
SIDE
-----------------------
(CONTINUED AND TO BE DATED AND SIGNED ON THE REVERSE SIDE.)
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE March 28, 2001-

April 4, 2002

To Our Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders to be
held at The Forum Conference and Education Center, 1375 E. Ninth Street,
Cleveland, Ohio, at 9:00 a.m. on Wednesday,Thursday, May 2, 2001.23, 2002.

The Notice of Annual Meeting of Shareholders and the Proxy Statement describe
the matters to be acted upon at the meeting.

Regardless of the number of shares you own, your vote on these matters is
important. Whether or not you plan to attend the meeting, we urge you to mark
your choices on the attached proxy card and to sign, date and return it in the
envelope provided. If you decide to vote in person at the meeting, you will have
an opportunity to revoke your Proxy and vote personally by ballot.

IF YOU PLAN TO ATTEND THE MEETING, PLEASE MARK THE BOX PROVIDED ON THE PROXY
CARD.

We look forward to seeing you at the meeting.

THOMAS A. WALTERMIRE
Chairman of the Board, President
and Chief Executive Officer

31|
[X] PLEASE MARK YOUR | 5969
VOTE AS IN THIS |_ _ _
EXAMPLE.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED. IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL OF THE DIRECTOR
NOMINEES LISTED BELOW.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE DIRECTOR NOMINEES LISTED BELOW.

PLEASE MARK YOUR 5542
[X] VOTE AS IN THIS
EXAMPLE.

- ------------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE DIRECTOR NOMINEES LISTED IN ITEM 1.
- ------------------------------------------------------------------------------------------------------------------------------------

FOR ALL
NOMINEES WITHHELD LISTED AT (See instructions
RIGHT below) Nominees: 01. James K. BakerCarol A. Cartwright 05. Robert A. Garda 09. Thomas A. Waltermire
LISTED (SEE INSTRUCTIONS 02. Gale Duff-Bloom 06. Gordon D. Harnett 10. Farah M. Walters
AT RIGHT BELOW) 03. J. Douglas Campbell 07. David H. Hoag
ELECTION OF 04. Wayne R. Embry 09.08. D. Larry Moore
1. ELECTION OFDIRECTORS Change of Address and/
term to expire or Comments Mark Here [ ]
at next Annual
Meeting. [ ] [ ]
02. J. Douglas Campbell 06. Robert A. Garda 10. Thomas A. Waltermire
DIRECTORS term 03. Carol A. Cartwright 07. Gordon D. Harnett 11. Farah M. Walters
to expire at next 04. Gale Duff-Bloom 08. David H. Hoag
Annual Meeting. Change of Address and/ [ ]
or Comments Mark HereI Will Attend the
(INSTRUCTIONS: To withhold authority to vote for all nominees, mark the Meeting [ ]
"WITHHELD" box above. To withhold authority to vote for any individual nominee,
mark the "WITHHELD" box above AND write that nominee's name on the line provided
below.)

- ---------------------------------------------------

EXCEPT AS OTHERWISE REQUIRED BY LAW, (a) THE WHOLE
NUMBER OF COMMON SHARES ATTRIBUTABLE TO THE INTERESTS
IN THE PLAN REPRESENTED BY THIS VOTING INSTRUCTION
CARD WILL BE VOTED IN THE MANNER DIRECTED ON THIS
VOTING INSTRUCTION CARD, AND (b) IF NO DIRECTION IS
MADE, OR IF THIS VOTING INSTRUCTION CARD IS NOT
RETURNED, THE WHOLE NUMBER OF COMMON SHARES
ATTRIBUTABLE TO THE INTERESTS IN THE PLAN
REPRESENTED BY THIS VOTING INSTRUCTION CARD WILL BE
VOTED IN THE RATIO FOR EACH DIRECTOR NOMINEE AS THE
DIRECTIONS RECEIVED AND TABULATED BY THE TRUSTEE.

In its discretion, the Trustee is authorized to vote
upon such other business as may properly come before
the meeting or any adjournment thereof and matters
incident to the conduct of the meeting.

Please mark, sign, date and return this voting
instruction card promptly using the enclosed
envelope. Your confidential voting instructions will
be seen only by authorized personnel of the Trustee.

Please sign exactly as the name appears on this card.

---------------------------------------------------

----------------------------------------------------------------------------

In their discretion, the Proxies are authorized to
vote upon such other business as may properly come
before the meeting or any adjournment thereof and
matters incident to the conduct of the meeting.

The signer hereby revokes all Proxies previously
given by the signer to vote at the meeting or any
adjournments.

Please mark, sign, date and return this Proxy
promptly using the enclosed envelope.

Please sign exactly as the name appears on this card.
When shares are held by joint tenants, both should
sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full
corporate name by President or other authorized
officer. If a partnership, please sign in partnership
name by general partner.

-----------------------------------------------------

-----------------------------------------------------
SIGNATURE (S) DATE

POLYONE CORPORATION

PROXY VOTING INSTRUCTION CARD

Your vote is important. Casting your vote in one of the three ways described on
this voting instruction card votes all Common Sharescommon shares of PolyOne Corporation that you
are entitled to vote.

Please consider the issues discussed in the Proxy Statement and cast your vote
by:

[ICON] - Accessing the World Wide Web site
http://www.eproxyvote.com/pol to vote via the Internet.

[ICON] - Using a touch-tone telephone to vote by phone toll
[IC0N] free
from the U.S. or Canada. Simply dial 1-877-779-8683 and
follow the instructions. When you are finished voting,
your vote will be confirmed and the call will end.

[ICON] - Completing, dating, signing and mailing the voting instructionproxy card
in the postage-paid envelope included with the Proxy
Statement or sending it to PolyOne Corporation,
c/o First
ChicagoEquiserve Trust Company, of New York,N.A., P.O. Box 8640,
Edison, New Jersey 08818-9142.

You can vote by phone or via the Internet anytime prior to May 2, 2001.23, 2002. You
will need the control number printed at the top of this instruction card to vote
by phone or via the Internet. If you do so, you do not need to mail in your
voting instructionproxy card.