benchmarking base salaries and annual and long-term incentive targets to approximate the market median. The Consultant assisted our human resources department in preparing tally sheets to provide the Committee with information regarding our executive officers’ total annual compensation, termination benefits and wealth accumulation. More detailed information about the compensation awarded to our executive officers in 2008 is provided in the “Compensation Discussion and Analysis” section of this proxy statement. The Consultant maintains regular contact with the Committee and interacts with management to gather the data needed to prepare reports for Committee review.

The Committee recommends to the Board of Directors candidates for nomination as Directors, ~~of PolyOne,~~ and the Committee advises the Board with respect to governance issues and directorship practices, reviews succession planning for the Chief Executive Officer and other executive officers and oversees the process by which the Board annually evaluates the performance of the Chief Executive Officer. All members of the Compensation and Governance Committee have been determined to be independent as defined by the ~~New York Stock Exchange~~NYSE listing standards. ~~The Compensation and Governance Committee Charter is available to shareholders on PolyOne’s website at www.polyone.com.~~

The Compensation and Governance Committee will consider shareholder suggestions for nominees for election to ~~PolyOne’s~~our Board of Directors as described on page 3. The Committee ~~utilizes~~uses a variety of methods for identifying and evaluating nominees for Directors, including third-party search firms, recommendations from current Board members and recommendations from shareholders. Nominees for election to the Board of Directors are selected on the basis of the following criteria:


	•	Business or professional experience;

	•	Knowledge and skill in certain specialty areas such as accounting and finance, international markets, physical sciences and technology or the polymer or chemical industry;

	•	Personal characteristics such as ethical standards, integrity, judgment, leadership and the ability to devote sufficient time to ~~PolyOne’s~~our affairs;

	•	Substantial accomplishments with demonstrated leadership capabilities;

	•	Freedom from outside interests that conflict with ~~the~~our best ~~interests of PolyOne;~~interests;

	•	The diversity of backgrounds and experience each member will bring to the Board of Directors; and

	•	~~The~~Our needs ~~of PolyOne~~ from time to time.

The Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management and independent directors, the need for Audit Committee expertise and the evaluations of other prospective nominees. ~~These criteria have been~~The Committee has established ~~by the Committee as~~these criteria that any Director nominee, whether suggested by a shareholder or otherwise, should satisfy. A nominee for election to the Board who is suggested by a shareholder will be evaluated by the Committee in the same manner as any other nominee for election to the Board. Finally, if the Committee determines that a candidate should be nominated for election to the Board, the Committee will present its findings and recommendation to the full Board for approval.

~~During 2005,~~

In 2008, the Committee ~~continued to retain Christian & Timbers as~~used a third-party search firm, ~~at PolyOne’s expense, to assist in identifying qualified nominees for the Board. The search firm was asked~~Russell Reynolds Associates, to identify possible candidates who meet the minimum and desired qualifications, to interview and screen such candidates (including conducting appropriate background and reference checks), to act as a liaison among the Board, the Committee and each candidate during the screening and evaluation process, and thereafter to be available for consultation as needed by the Committee.

In 2005, the Board of Directors convened an ad hoc search committee to evaluate candidates for the Chief Executive Officer position. The search committee met ten times in 2005, coordinated the Board’s search process for potential candidates for the position of Chief Executive Officer and conducted interviews of prospective candidates. The search committee retained an independent search firm, Russell Reynolds Associates, to assist in its recruitment efforts. The search firm provided research and other pertinent information regarding the potential candidates. The search committee identified, interviewed and recommended Chief Executive Officer candidates to the Board of Directors. The search committee disbanded in February 2006 once the Board of Directors appointed Mr. Newlin as the new Chief Executive Officer.

The Environmental, Health and Safety Committee ~~which met two times during 2005,~~ exercises oversight with respect to ~~PolyOne’s~~our environmental, health, safety, security and product stewardship policies and practices and ~~its~~our compliance with related laws and regulations.

The Financial Policy Committee ~~which met three times during 2005,~~ exercises oversight with respect to ~~PolyOne’s~~our capital structure, borrowing and repayment of funds, financial policies, management of foreign exchange risk and other matters of financial risk management, banking relationships and other financial ~~matters relating to PolyOne.~~matters.

The Board of Directors has adopted a written charter for each of the standing committees of the Board of Directors. These charters are posted and available on our investor relations internet website at www.polyone.com under the Corporate Governance page. Shareholders may request copies of these charters, free of charge, by writing to PolyOne Corporation, 33587 Walker Road, Avon Lake, Ohio 44012, Attention: Secretary, or by calling(440) 930-1000.

The Board and each Committee conduct an annual self-evaluation. ~~During 2005, 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.~~

Code of Ethics, Code of Conduct and Corporate Governance Guidelines

In accordance with applicable NYSE ~~Listing Standards~~listing standards and Securities and Exchange Commission ~~Regulations,~~regulations, the Board of Directors has adopted a Code of Ethics, Code of Conduct and Corporate Governance Guidelines. These are also posted and available on our investor relations internet website at www.polyone.com under the Corporate Governance page. Shareholders may request copies of these corporate governance documents, free of charge, by writing to PolyOne Corporation, 33587 Walker Road, Avon Lake, Ohio 44012, Attention: Secretary, or by calling(440) 930-1000.

In October 2007, the Board amended our Corporate Governance Guidelines to adopt a policy relating to majority voting. Pursuant to the policy, any nominee for election as a Director of the Board who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election in an election of Directors that is not a contested election is expected to tender his or her resignation as a Director to the Board promptly following the certification of the election results. Neither abstentions nor broker non-votes will be deemed to be votes for or withheld from a Director’s election for purposes of the policy. The Compensation and Governance Committee (without the participation of the affected Director) will consider each resignation tendered under the policy and recommend to the Board whether to accept or reject it. The Board will then take appropriate action on each tendered resignation, taking into account the Compensation and Governance Committee’s recommendation. The Compensation and Governance Committee in making its recommendation, and the Board in making its decision, may consider any factors or other information that it considers appropriate, including the reasons (if any) given by shareholders as to why they withheld their votes, the qualifications of the tendering Director and his or her contributions to the Board and to PolyOne, and the results of the most recent evaluation of the tendering Director’s performance by the other members of the Board. The Board will promptly disclose its decision whether to accept or reject the Director’s tendered resignation and, if applicable, the reasons for rejecting the tendered resignation.

Communication with Board of Directors

Shareholders and other interested parties interested in communicating directly with the Board of Directors as a group, the non-management or independent Directors as a group, or with any individual Director may do so by writing to the Secretary, PolyOne Corporation, 33587 Walker Road, Avon Lake, Ohio 44012. The mailing envelope and letter must contain a clear notation indicating that the enclosed letter is either a “Shareholder-Board of Directors Communication” or an “Interested Party-Board of Directors Communication,” as appropriate.

The Secretary will review all such correspondence and regularly forward to the Board of Directors a log and summary of all such correspondence and copies of all correspondence that, in the opinion of the Secretary, deals with the functions of the Board or Committees of the Board or that she otherwise determines requires their attention. Directors may at any time review a log of all correspondence ~~received by PolyOne~~we receive that is addressed to members of the Board and request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of ~~PolyOne’s~~our internal audit department and handled in accordance with procedures established by the Audit Committee for such matters.

Director Compensation ~~of Directors~~

~~PolyOne pays~~

For the first quarter of 2008, we paid our non-employee Directors an annual retainer of $100,000, quarterly in arrears, consisting of a cash retainer of $50,000 and an award of $50,000 in value of fully vested common shares. ~~PolyOne grants~~Effective April 1, 2008, we increased the cash retainer to $60,000 and the annual stock award to equal $75,000 in value. We grant the shares payable to the Directors quarterly and ~~determines~~determine 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 pays~~We pay individual meeting fees only as follows: fees of $2,000 for each unscheduled Board and committee meeting attended and fees of $1,000 for participation in each unscheduled significant telephonic Board and committee meeting. In addition, the Chairpersons of each committee receive a fixed annual cash retainer ~~payable quarterly,~~ as follows: $5,000 for Environmental, Health and Safety and Financial Policy Committees and $10,000 for Audit and Compensation and Governance Committees. Mr. Patient receives an additional $10,000 to serve as the Lead Director and for assisting with the transition of responsibilities to the new Chairman, President and Chief Executive Officer. PolyOne reimbursesThese amounts are payable on a quarterly basis. We reimburse Directors for their expenses associated with each meeting attended.

~~PolyOne generally grants~~

Prior to April 1, 2008, we granted each new non-employee Director, ~~who is not an employee of PolyOne~~ at the time of his or her initial election or appointment as a Director, an award of 8,500 common shares. ~~The~~Effective April 1, 2008, we eliminated this initial share ~~awards made to Directors are awarded under any present or future stock plan of PolyOne having shares available for these awards.~~award.

Directors who are not our employees ~~of PolyOne~~ may defer payment of all or a portion of their compensation as a Director under ~~PolyOne’s~~our Deferred Compensation Plan for Non-Employee ~~Directors (the “Directors’ Deferred Compensation Plan”).~~Directors. A Director may defer the compensation as cash or elect to have it converted into ~~PolyOne~~our common shares and, prior to April 1, 2008, the Director could defer cash compensation into common shares at a rate equal to 125% of the cash compensation amount. Effective April 1, 2008, we eliminated this premium on cash deferred in the form of common shares.

In 2008, we awarded shares to Directors under our Deferred Compensation Plan forNon-Employee Directors, our 2005 Equity and Performance Incentive Plan (for share awards made prior to May 15, 2008) or our 2008 Equity and Performance Incentive Plan (for share awards made after May 15, 2008). Deferred compensation, whether in the form of cash or common shares, is held in trust for the participating Directors. Interest is earned on the cash amounts and dividends, if any, on the common shares deferred accrue for the benefit of the participating Directors.

2008 DIRECTOR COMPENSATION


	Fees Earned
	or Paid		Stock		Option
	in Cash⁽¹⁾		Awards⁽²⁾⁽³⁾		Awards⁽³⁾		Total
Name	($)		($)		($)		($)
J.D. Campbell		65,500		68,750		—		134,250

C.A. Cartwright		58,500		68,750		—		127,250

G. Duff-Bloom		60,500		68,750		—		129,250

R.H. Fearon		70,500		68,750		—		139,250

R.A. Garda		60,500		68,750		—		129,250

G.D. Harnett		70,500		68,750		—		139,250

R.A. Lorraine		16,000		18,750		—		34,750

E.J. Mooney		64,500		68,750		—		133,250

W.H. Powell		16,000		18,750		—		34,750

F.M. Walters		60,500		68,750		—		129,250


(1)		Non-employee Directors may defer payment of all or a portion of their cash compensation as a Director (effective April 1, 2008, annual cash retainer of $60,000, meeting fees, and chair fees). Prior to April 1, 2008, a Director could defer his or her compensation as cash or elect to have it converted into our common shares at a rate equal to 125% of the cash compensation amount. The following elected to defer all or a portion of their cash compensation into our common shares and have received the 25% premium on the amount deferred into stock: Mr. Campbell ($3,688 in premiums); Ms. Duff-Bloom ($844 in premiums); Mr. Garda ($1,813 in premiums); Mr. Mooney ($3,438 in premiums); and Ms. Walters ($3,375 in premiums).

(2)		For the first quarter of 2008, our Director stock compensation consisted of an annual award of $50,000 in value of fully vested shares and, effective April 1, 2008, our Director stock compensation consisted of an annual award of $75,000 in value of fully vested common shares, which the Directors could elect to defer. We granted the shares quarterly and determined 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. We used the following quarterly fair market values in calculating the number of shares: March 31, 2008 — $6.430; June 30, 2008 — $7.115; September 30, 2008 — $6.565; and December 31, 2008 — $2.980.

(3)		In 2008, we did not grant any stock options to our non-employee Directors. The number of outstanding stock options held by each non-employee Director at the end of the fiscal year is set forth in the following table. All of these options are fully exercisable. In addition, the number of fully-vested deferred shares held in an account for each Director at the end of the fiscal year is set forth in the following table. None of our non-employee Directors exercised stock options in 2008.


	Option Awards		Stock Awards
	Number of		Number of
	Securities Underlying		Deferred
	Unexercised Options		Shares
Name	(#)		(#)

J.D. Campbell		44,000		148,412

C.A. Cartwright		39,000		49,011

G. Duff-Bloom		44,000		110,230

R.H. Fearon		15,000		0

R.A. Garda		39,000		48,159

G.D. Harnett		39,000		110,167

R.A. Lorraine		0		6,291

E.J. Mooney		0		54,754

W.H. Powell		0		11,660

F.M. Walters		44,000		57,408

BENEFICIAL OWNERSHIP OF COMMON SHARES

The following table shows the number of our common shares beneficially owned on March ~~27, 2006~~6, 2009 (including options exercisable within 60 days of that date) by each of ~~the~~our Directors and nominees, each of the executive officers named in the Summary Compensation Table on page 1533 and by all Directors and executive officers as a group.

Number of Right to Total
Shares Acquire Beneficial
Name Owned(1) Shares(3) Ownership

J. Douglas Campbell 89,897 (2) 50,000 139,897
Carol A. Cartwright 73,042 (2) 39,000 112,042
Gale Duff-Bloom 76,007 (2) 50,000 126,007
Wayne R. Embry 32,926 (2) 39,000 71,926
Richard H. Fearon 7,484 15,000 22,484
Robert A. Garda 60,470 (2) 61,500 121,970
Gordon D. Harnett 89,892 (2) 61,500 151,392
William F. Patient 79,117 218,000 297,117
Farah M. Walters 74,861 (2) 54,000 128,861
Stephen D. Newlin 210,000 0 210,000
W. David Wilson 113,599 431,976 545,575
Wendy C. Shiba 44,570 135,390 179,960
Michael L. Rademacher 40,349 166,624 206,973
Kenneth M. Smith 66,251 178,292 244,543
Thomas A. Waltermire(4) 134,736 1,357,644 1,492,380
17 Directors and executive officers as a group 1,255,000 3,164,488 4,419,488


	Number of			Right to		Total
	Shares			Acquire		Beneficial
Name	Owned⁽¹⁾			Shares⁽³⁾		Ownership
J. Douglas Campbell		150,468	⁽²⁾		44,000		194,468

Carol A. Cartwright		108,336	⁽²⁾		39,000		147,336

Gale Duff-Bloom		110,728	⁽²⁾		44,000		154,728

Richard H. Fearon		34,489			15,000		49,489

Robert A. Garda		103,105	⁽²⁾		39,000		142,105

Gordon D. Harnett		126,978	⁽²⁾		39,000		165,978

Richard A. Lorraine		6,291	⁽²⁾		0		6,291

Edward J. Mooney		254,754	⁽²⁾		0		254,754

William H. Powell		21,660	⁽²⁾		0		21,660

Farah M. Walters		119,331	⁽²⁾		44,000		163,331

Stephen D. Newlin		169,600			0		169,600

Robert M. Patterson		100,000			0		100,000

W. David Wilson		159,377			215,600		374,977

Kenneth M. Smith		74,613			131,500		206,113

Michael L. Rademacher		65,909			151,024		216,933

Bernard Baert		35,766			6,969		42,735

19 Directors and executive officers as a group		1,886,344			788,465		2,674,809


(1)		Except as otherwise stated in the following 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 or other family member of the individual. It includes ~~the~~an approximate number of shares credited to the named executives’ accounts in ~~The PolyOne~~our Retirement Savings Plan, a tax-qualified defined contribution plan. The number of ~~shares of~~ common ~~stock~~shares allocated to these individuals is provided by the savings plan administrator in a statement for the period ending December 31, ~~2005,~~2008, based on the market value of the applicable plan units held by the individual. Additional ~~shares of~~ common ~~stock~~shares may have been allocated to the accounts of participants in the savings plan since the date of the last statements received from the plan administrator. No Director, nominee or executive officer beneficially owned, on March ~~27, 2006,~~6, 2009, more than 1% of ~~PolyOne’s~~our outstanding common ~~shares, except Mr. Waltermire, who owned 1.59%.~~shares. As of that date, the Directors and executive officers as a group beneficially owned approximately ~~4.62%~~2.9% of the outstanding common shares.

(2)		With respect to the Directors, beneficial ownership includes shares held under the ~~Directors’~~ Deferred Compensation Plan for Non-Employee Directors as follows: J.D. Campbell, ~~87,841~~148,412 shares; C.A. Cartwright, ~~54,229~~39,281 shares; G. Duff-Bloom, ~~75,509~~43,882 shares; ~~W.R. Embry, 22,379~~R.H. Fearon, 0 shares; R.A. Garda, ~~32,529~~48,159 shares; G.D. Harnett, ~~73,081~~110,167 shares; R.A. Lorraine, 6,291 shares; E.J. Mooney, 54,754 shares; W.H. Powell, 11,660 shares; and F.M. Walters, ~~73,805.~~26,251 shares.


(3)		Includes shares the individuals have a right to acquire on or before May ~~26, 2006.~~

~~(4)~~	5, 2009. The executive officers named in the table (the “Named Executive Officers”) also have the right to acquire common shares upon the exercise of vested stock-settled stock appreciation rights (“SARs”) as follows: Mr. ~~Waltermire resigned as Chief Executive Officer~~Newlin, 520,600 SARs; Mr. Patterson, 0 SARs; Mr. Wilson, 167,467 SARs; Mr. Smith, 98,700 SARs; Mr. Rademacher, 94,100 SARs; and ~~President~~Mr. Baert, 177,200 SARs. The number of shares to be acquired cannot be determined because it depends on ~~October 6, 2005.~~the market value of our common shares on the date of exercise and the applicable withholding taxes.

The following table shows information relating to all persons who, as of March ~~27, 2006,~~6, 2009, were known by us to beneficially own more than five percent of ~~PolyOne’s~~our outstanding common shares based on information provided in Schedule 13Gs and 13Ds filed with the Securities and Exchange ~~Commission (the “Commission”):~~Commission:

Number of % of
Name and Address Shares Shares

FMR Corp. 11,568,807 (1) 12.5%
82 Devonshire Street
Boston, Massachusetts 02109
New York Life Trust Company,
as Trustee for The PolyOne Retirement Savings Plan 6,760,347 (2) 7.3%
51 Madison Avenue
New York, New York 10010
Wells Fargo & Company 5,364,003 (3) 5.8%
420 Montgomery Street
San Francisco, CA 94104
Barrow, Hanley, Mewhinney & Strauss, Inc. 4,927,520 (4) 5.3%
2200 Ross Avenue, 31st Floor
Dallas, TX 75201-2761


	Number of	% of
Name and Address	Shares	Shares
Fine Capital Partners, L.P.	7,795,000⁽¹⁾	8.4%
590 Madison Avenue, 5th Floor New York, New York 10022


Dimensional Fund Advisors LP	7,756,699⁽²⁾	8.4%
1299 Ocean Avenue Santa Monica, California 90401


Barrow, Hanley, Mewhinney & Strauss, Inc	7,104,210⁽³⁾	7.7%
2200 Ross Avenue, 31st Floor Dallas, Texas75201-2761


Barclays Global Investors, NA	7,051,825⁽⁴⁾	7.6%
45 Fremont Street San Francisco, California 94105


New York Life Trust Company, Trustee	5,534,987⁽⁵⁾	6.0%
51 Madison Avenue New York, New York 10010


(1)		As of ~~February 14, 2006,~~March 6, 2009, based upon information contained in a Schedule ~~13G/~~ 13D/A filed with the Securities and Exchange Commission. ~~FMR Corp.,~~FCP Capital Partners, L.P. and its affiliates have sole voting power and sole dispositive power with respect to all of these shares.

(2)		As of February 9, 2009, based upon information in a Schedule 13G/A filed with the Securities and Exchange Commission. Dimensional Fund Advisors LP, as ~~a holding company reporting on behalf of its subsidiaries,~~an investment advisor, has sole voting power with respect to ~~1,044,827~~7,579,740 of these shares and has sole dispositive power with respect to all of these shares.

~~(2)~~ (3)		As of February ~~10, 2006,~~12, 2009, based upon information contained in a Schedule 13G/A filed with the Securities and Exchange Commission. Barrow, Hanley, Mewhinney & Strauss, Inc. has sole voting power with respect to 3,137,990 of these shares and has sole dispositive power with respect to all of these shares.

(4)		As of February 5, 2009, based upon information contained in a Schedule 13G filed with the Securities and Exchange Commission. Barclays Global Investors, NA, as an investment advisor and reporting on behalf of a group of affiliate entities, has sole voting power with respect to 5,568,496 of these shares and has sole dispositive power with respect to all of these shares.

(5)		As of February 13, 2009, based on information contained in a Schedule 13G/A filed with the Securities and Exchange Commission. New York Life Trust Company, as Trustee for The PolyOne ~~Retirement Savings Plan and Excel Polymers~~ Retirement Savings Plan, as a bank, has sole voting power and sole dispositive power with respect to all of these shares.

~~(3)~~	As of March 3, 2006, based upon information contained in a Schedule 13G filed with the Commission by Wells Fargo & Company. Wells Fargo & Company has sole voting power with respect to 5,309,001 of these shares and has sole dispositive power with respect to 5,293,306 of these shares. The Schedule 13G was filed by Wells Fargo & Company on behalf of the following subsidiaries: Wells Capital Management Incorporated, Wells Fargo Funds Management, LLC and Wells Fargo Bank, National Association.

~~(4)~~	As of February 7, 2006, based upon information contained in a Schedule 13G filed with the Commission. Barrow, Hanley, Mewhinney & Strauss, Inc. has sole voting power with respect to 2,232,300 of these shares and has sole dispositive power with respect to all of these shares.

Share Ownership Guidelines

We have established share ownership guidelines for our non-employee Directors, executive officers and other elected corporate officers to better align their financial interests with those of shareholders by requiring them to own a minimum level of our 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. These policies, as they relate to our Named Executive Officers, are discussed in the “Compensation Discussion and Analysis” section of this proxy statement. In order to reflect the Board’s commitment to share ownership and better align the interests of our Board members with our shareholders, the required share ownership level for directors is a number of shares with a value equal to five times the annual cash retainer.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that our executive officers and Directors, and persons who own more than 10% of a registered class of our equity securities, file reports of ownership and changes in ownership with the Securities and Exchange Commission. Executive officers, Directors and greater than 10% shareholders are required by Securities and Exchange Commission rules to furnish us with copies of all forms they file. Based solely on our review of the copies of such forms received by us and written representation from certain reporting persons, we believe that, during 2008 and until the date of this proxy statement, all Section 16(a) filing requirements applicable to our executive officers, Directors and 10% shareholders were satisfied.

EXECUTIVE COMPENSATION

~~Report of the Compensation and Governance Committee on Executive Compensation~~

~~The~~

Compensation Discussion and Analysis

Introduction

Our executive compensation programs are approved and overseen by the Compensation and Governance Committee of the Board of Directors (the “Committee”), which 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.composed entirely of independent directors. The Committee has selected and retained an independent compensation consultant, to assist in fulfilling its duties and responsibilities. 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 incentive levels for executive officers and key employees (including annual and long-term incentive awards)Towers Perrin (the “Consultant”). The Committee ~~also reviews~~works in conjunction with the Consultant and ~~approves annual~~with input from members of senior management, principally the Chairman, President and ~~long-term performance criteria~~Chief Executive Officer, the Chief Human Resources Officer, the Chief Financial Officer and ~~goals at~~ the ~~beginning~~General Counsel.

This report contains management’s discussion and analysis of ~~each performance period and certifies~~ the ~~results at~~compensation awarded to, earned by, or paid to the ~~end of each performance period. In addition, the Committee has oversight responsibilities for all of PolyOne’s broad-based compensation and benefit programs.~~following executive officers (the “Named Executive Officers”):


	•	Stephen D. Newlin — Chairman, President and Chief Executive Officer

	•	Robert M. Patterson — Senior Vice President and Chief Financial Officer

	•	W. David Wilson — Former Senior Vice President and Chief Financial Officer

	•	Kenneth M. Smith — Senior Vice President, Chief Information and Human Resources Officer

	•	Michael L. Rademacher — Senior Vice President and General Manager, Distribution

	•	Bernard Baert — Senior Vice President and General Manager, Colors and Engineered Materials — Europe and Asia

~~General~~Executive Compensation ~~Philosophy~~Programs — Objectives and Overview

The ~~Committee believes~~objectives of our executive compensation programs are to: (1) attract, retain and motivate the management team who leads in setting and achieving the overall goals and objectives of our company; (2) foster a pay-for-performance culture by rewarding the achievement of specified financial goals and growth of our share price; and (3) align our goals and objectives with the interests of our shareholders by recognizing and rewarding business results through incentive programs.

While we believe that ~~pay should be administered on a total remuneration basis, with consideration of the value of~~ all components of ~~compensation. Total remuneration~~total compensation (which are identified in the Summary Compensation Table) should be valued and considered when making decisions regarding pay, the primary focus of our executive compensation program is on base salary, annual incentive and long term incentives. We believe that compensation opportunities should be competitive with the industry compensation practices of the companies we compete with for executive talent and ~~serve to attract, retain, motivate and reward employees based upon their experience, responsibility, performance and marketability. Compensation~~that total compensation should be ~~affordable and~~ fair to both employees and shareholders. ~~Incentive~~

Our incentive programs ~~should create a strong mutuality of interests between executives and shareholders through~~focus on the ~~use of equity-based compensation and~~critical performance measures that determine our company’s overall success. For positions with significant business unit responsibilities, incentive programs also emphasize success at the ~~selection of performance criteria that are consistent with PolyOne’s strategic objectives.~~

business unit level, which often leads to Named Executive ~~Compensation~~

~~PolyOne’s executive compensation program has~~Officers at comparable levels being paid differently across the ~~following principal components:~~organization. Our base salary and annual ~~incentive compensation~~ and long-term incentive ~~compensation.~~opportunities are designed to reward executives for the efficient execution of their day-to-day responsibilities and attainment of short term results, balanced with the need for sustainable, long-term success.

The following table outlines the major elements of compensation in 2008 for our Named Executive Officers.


Compensation
Element	Definition	Rationale
Base Salary	• Fixed compensation payable bi-weekly	• Intended to pay for completingday-to-day job responsibilities assigned to the position

Annual Incentive Plan	• Variable, cash compensation that is earned when pre-established annual performance goals are achieved	• Builds accountability for important annual financial goals • Limits fixed expenses; payment is required only upon achievement of specified goals


Long-Term Incentive Plan (3 Components) Cash-settled Performance Units	• Variable, cash compensation that is earned when pre-established three-year financial goals are achieved	• Emphasizes achievement of long-term strategic goals and objectives • Limits fixed expenses; payment is required only upon achievement of specified goals • Avoids stock dilution through cash awards • Multi-year incentive is common market practice
Stock-settled Stock Appreciation Rights	• Variable compensation that increases in value as our share price rises • Paid in PolyOne common shares	• Aligns with the shareholder goal of maximizing value through increased stock price • Requires growing stock price before any value can be realized by participant
		• Increases share ownership
		• Limits fixed expenses
		• Vesting conditions require executive to remain with PolyOne for the vesting period
		• Multi-year incentive is a common market practice
Restricted Stock Units	• Equity compensation with three-year cliff vesting • Paid in PolyOne common shares	• Increases share ownership • Limits fixed expenses; payment is not required if executive terminates before vesting • Vesting conditions require executive to remain with PolyOne for the vesting period • Full-value grant is a common market practice

Retirement Plans U.S. Defined Contribution Plans	• Qualified 401(k) defined contribution plan • Nonqualified excess 401(k) defined contribution plan	• The qualified defined contribution plan is a standard tax-qualified benefit offered to all employees subject to limitations on compensation and benefits under the Internal Revenue Code


Compensation
Element	Definition	Rationale
		• Restores benefits that are limited by the Internal Revenue Code in the qualified plan for most highly-paid executives
Belgium Defined Contribution Plan	• Tax-efficient defined contribution plan	• Mr. Baert is a participant in a standard tax-efficient defined contribution plan provided to most Belgium employees

Defined Benefit Plans (These plans have been closed to new participants since the formation of PolyOne and will be frozen as of March 20, 2009)	• Qualified defined benefit pension plan	• Messrs. Wilson and Smith are participants in a legacy defined benefit pension plan offered to certain heritage employees
	• Nonqualified, excess defined benefit plan	• Restores benefits that are limited by the Internal Revenue Code in the qualified plan and applies to all eligible plan participants

Supplemental Retirement Benefit for Mr. Newlin	• Non-qualified annual supplemental retirement payments, upon a “Qualifying Separation from Service,” payable in the form of a 15-year certain and continuous life annuity	• This non-qualified retirement benefit is consistent with benefits offered at peer companies • Vesting conditions require executive to remain with PolyOne until the vesting conditions are satisfied

Post-Retirement Medical Plans	• Subsidized retiree medical coverage similar to coverage provided to active employees available to certain heritage employees (This plan has been closed to new participants since the formation of PolyOne)	• Messrs. Wilson and Smith are eligible for participation in a legacy post-retirement medical plan offered to certain heritage employees
	• Retiree medical coverage at full cost to the retiree from ages 55 to 65 that is available to PolyOne employees	• Messrs. Newlin, Patterson and Rademacher are eligible for participation in the post-retirement medical plan offered to U.S. based PolyOne employees
		• Mr. Baert is not eligible to participate in a company provided retiree medical plan

Perquisites	• Car allowance • Relocation benefits • Executive physicals • Financial planning and tax preparation; excess liability insurance	• Standard market practice • Relocation benefits assist in attracting new executive talent • Executive physicals help to ensure continuity of our management team • Other perquisites are modest and are typical for executives at comparable companies

Current Global Economic Conditions

The current global recession has had an impact on our business and on our executive compensation programs. As ~~an executive’s~~the year 2008 progressed and the global economy significantly eroded, it became clear that our executive compensation decisions for 2009 should be reviewed to take into account the current

economic conditions. Significant compensation decisions, including deviations from historyand/or design changes for 2009, are noted below, with additional details following throughout this analysis.


	•	Base salaries for Named Executive Officers, as well as other officers of the Company, will be frozen in 2009.

	•	The value of the long-term incentive grants in 2009 will be 38% below the target market opportunity for the Named Executive Officers and, therefore, will be below the value of last year’s grant.

	•	The change in long-term incentive opportunity results in a decrease in total direct compensation for Named Executive Officers in the range of 14% to 22% (with the CEO’s compensation being decreased by the 22%).

	•	The long-term incentive will include a grant of Performance Units with a one-year performance cycle payable after three years, to further emphasize our focus on cash management for 2009.

	•	Achievement of threshold performance under the performance units will result in a payout of 30% of the targeted award (instead of 50%), while maintaining our standard threshold level of performance.

	•	Performance measures will be added as a condition of vesting under the stock-settled stock appreciation rights and performance shares.

	•	Achievement of threshold performance under the Annual Incentive Plan will result in a payout of 30% of the targeted award (instead of 50%), while maintaining our standard threshold level of performance.

	•	The Annual Incentive Plan performance measures for 2009 will include a greater emphasis on working capital as a percentage of sales to promote cash management.

Setting the 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 totalCompensation

We have designed our 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~~programs to be competitive with companies of comparable size and industry as well as companies with ~~which PolyOne competes~~whom we compete for executive talent. This involves reviewing the total remuneration programs of companies within both the specialty chemical industry and a broad-base of industrial companies. To assess the competitive total remuneration programs of these other companies and to establish appropriate compensation comparisons, theThe Committee ~~receives~~obtains advice from ~~its independent compensation consultant~~the Consultant relating to competitive salaries and ~~reviews data that is based on a specialty chemical peer group~~annual and long-term incentives, as well as ~~various published surveys.~~other items of total compensation, including retirement benefits, health and welfare benefits and perquisites. Management and the Committee review the specific pay disclosures of the defined peer group of chemical companies as well as survey data of similarly-sized chemical and other companies, as provided by the Consultant. The Committee discusses and considers this information when making compensation decisions. This process is described in the “Compensation Oversight Processes” section of this report. The Committee manages compensation so as to align each of the pay elements with market practices.

The Committee targets base salaries around the median of observed market practice and sets annual and long-term incentive targets (incentive as a percent of salary) to approximate the market median. We believe the maximum potential annual incentive payouts (no award shall be greater than double the target award) are consistent with the typical market range around target awards.

Our actual awards of cash-settled performance units, stock-settled stock appreciation rights (SARs) and restricted stock units (RSUs) are based on competitive long-term incentive market practices, market data, and an evaluation of an individual’s performance. In 2008:


	•	We allocated 40% of the assigned long-term incentive target opportunity for a position in the form of cash-settled performance units in order to avoid the dilution associated withshare-based awards and to reward executives for achieving growth in our earnings per share, one of the measures we consider critical to our overall success.

	•	We allocated 30% of the assigned long-term incentive target opportunity in the form ofstock-settled SARs because they align executive and shareholder interests as they increase in value as our stock price grows and they help preserve cash.

	•	We allocated the remaining 30% of the assigned long-term incentive target opportunity in the form of RSUs. We decided to grant RSUs in addition to performance units and SARs to provide an award that is consistent with market practice and that conserves shares under our equity plan, promotes share ownership and enhances our retention of executives.

	•	We assigned a value to a single performance unit and established a value for a single SAR based on the Black-Scholes valuation method. RSUs were valued at their full value. We then determined the actual number of performance units, SARs and RSUs to be granted by dividing the targeted dollar value allocated to each element by the value of a single performance unit, SAR, and RSU, respectively.

The following table summarizes the allocation of the compensation opportunity at target that was granted in 2008 to the Named Executive Officers, based upon the primary elements of compensation (2008 base salary, Annual Incentive Plan 2008 target opportunity, and long-term incentive grants made in 2008, including performance units that will pay out in 2011, if earned). The compensation opportunity is consistent with our overall pay-for-performance philosophy. Generally, employees at more senior levels in the organization, including the Named Executive Officers, have a greater proportion of their compensation tied to incentive compensation. Targeted pay opportunity levels align with the market in each individual pay element.


	Proportionate Size of Primary Elements of Compensation
Element	Newlin			Patterson			Wilson			Smith			Rademacher			Baert
Base Salary		20	%		67	%		36	%		43	%		43	%		45	%

Annual Incentive Opportunity		20	%		33	%		18	%		22	%		21	%		22	%

Long-Term Incentive Opportunity*		60	%			**		46	%		35	%		36	%		33	%


*		Long-term incentive relating to the performance units for the2008-2010 performance period will be paid in 2011, if earned.

**		Mr. Patterson was not a PolyOne employee at the time of the 2008 long-term incentive award. In lieu thereof, he received a grant of 60,000 SARs and 40,000 RSUs at the time of his employment.

Risk Oversight

A primary objective of our executive compensation program is to encourage and reward performance by our Named Executive Officers that meets or exceeds our financial and operational performance goals, without encouraging the taking of excessive risks that could be detrimental to the interests of our shareholders. Further, our use of short and long-term incentives, the award of different types of equity compensation, the use of different performance measures, and our share ownership guidelines, do not encourage our management to take unreasonable risks relating to our

business. Overall, the Committee does not believe that any aspect of our executive compensation program encourages the Named Executive Officers to take unnecessary and excessive risks.

Benchmarking Competitive Compensation

We regularly analyze competitive market compensation data relating to salary, annual incentive, and long term incentive. Periodically, we also analyze competitive market compensation data relating to retirement benefits and perquisites.

In analyzing competitive market data, we draw from two independent sources. First, we review proxy statement disclosures of a peer group of similarly sized U.S. chemical companies (listed below) to establish an estimate of market compensation for our most senior executives. This approach provides insight into explicit company practices at business competitors or companies facing similar operating challenges. However, it does not provide market information for positions below the senior management level, nor does it address competitors for talent outside the chemical industry.


Albemarle Corporation	Eastman Chemical Company	Hercules Incorporated*
Arch Chemicals, Inc.	Ferro Corporation	The Lubrizol Corporation
A. Schulman, Inc.	FMC Corporation	RPM International Inc.
Cabot Corporation	Georgia Gulf Corporation	Spartech Corporation
Chemtura Corporation	H.B. Fuller Company	The Valspar Corporation
Cytec Industries Inc.

*Note: Hercules Incorporated was subsequently purchased by Ashland Incorporated in November 2008.

Second, we review data from Towers Perrin’s Compensation Data Bank and other published surveys relating to the chemical industry or other applicable general industries, as provided by the Consultant, to augment the peer proxy analysis and provide a broader sense of market practices. To obtain comparability based on company size, the data either references a specific sample of companies or calibrates the pay of a broad sample of companies against company size. This data is used as one of several inputs into management’s and the Committee’s deliberation on appropriate compensation levels. Other inputs include performance, scope of responsibilities, retention, internal equity considerations and other factors.

Elements of Compensation

The following discussion provides additional details about the main elements of compensation for the Named Executive Officers.

Base Salary

As described above, our policy is to target base pay at the market median but does allow actual pay levels to deviate from target based on performance, responsibility, experience and marketability unique to each individual. Based on general industry data provided by the Consultant, the salaries of the Named Executive Officers range from 82% to 109% of the market median for comparable positions. For 2008, the Committee approved base salary increases for the Named Executive Officers ranging from 0% to 13.9%. For 2009, however, management recommended, and the Compensation and Governance Committee agreed, that the Named Executive Officers (and other corporate officers) would not receive any salary increases.

Annual Incentive

The Senior Executive Annual Incentive Plan (the “Annual Plan”) was approved by shareholders in 2005 and includes a set of performance measures that can be used in determining awards under the plan. The Annual Plan determines how participants (including all Named Executive Officers) can

earn annual cash awards. In 2008, the performance measures used for the corporate staff participants in the Annual Plan (including Messrs. Newlin, Patterson, Wilson and Smith) were company operating income (80% weighting) and company-controlled cash flow (20% weighting).

The performance measures used for Messrs. Rademacher and Baert as participants in the Annual Plan were business unit operating income (60% weighting), company operating income (20% weighting) and company-controlled cash flow (20% weighting). The Committee chose these performance measures in order to drive profitability and promote consistency in operational performance. Goals were generally designed to reward executives for the attainment of challenging but achievable annual business goals.

The performance measures and targets and the respective levels of achievement for each performance measure under the Annual Plan are set forth below.

Measure

Target Goal

Actual Result

% of Target

Company Operating Income

71.9 mm

68.2 mm

94.9%

Company-Controlled Cash Flow

38.6 mm

28.0 mm

72.5%

BU Operating Income (Rademacher)

24.9 mm

28.1 mm

112.9%

BU Operating Income (Baert)

33.4 mm

20.4 mm

61.1%

In the Annual Plan:


	•	Operating income was defined as operating income less Sunbelt operating income and less any specified special items.

	•	Company-controlled cash flow was defined as operating income less Sunbelt operating income plus depreciation and amortization plus/minus changes in average working capital less capital expenditures, interest and other expenses.

We established target annual incentive levels for 2008 consistent with our approach described above to approximate the market median. These targeted levels are set at 100% of salary earned for Mr. Newlin and 50% of salary earned during the year for each of the other Named Executive Officers.

The target awards for the Named Executive Officers under the Annual Plan and the actual amounts earned for 2008 performance are set forth below.


Executive	Target Award			Earned Award		% Attainment
S.D. Newlin	$	831,731		$	700,650		84.2%

R.M. Patterson		127,692	⁽¹⁾		107,568		84.2%

W.D. Wilson		131,619	⁽¹⁾		110,876		84.2%

K.M. Smith		166,654			140,389		84.2%

M.L. Rademacher		158,654			204,663		129.0%

B. Baert⁽²⁾		207,721			63,064		30.4%


	(1)	For the portion of the year the Named Executive Officer was with PolyOne.


	(2)	Mr. Baert’s compensation is based in Euros and has been converted to dollars using the conversion rate of €1.00 = $1.4096, which is the conversion rate used in our Annual Report onForm 10-K for the fiscal year ended December 31, 2008.

Achievement of a performance goal at the threshold level for 2008 would result in payment of 50% of the targeted award for that particular performance goal; achievement of a performance goal at the target level would result in payment of 100% of the targeted award for that performance goal; and, achievement at the maximum level or greater would result in payment of 200% of the targeted award for that goal. The awards are interpolated if performance falls between the levels. The actual amount awarded to the Named Executive Officers for 2008 ranged from 30.4% of the targeted amount to 129.0% of the targeted amount. The actual amounts earned under the Annual Plan for 2008 are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

The Annual Plan, as it applies to the Named Executive Officers, is structured to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). In order to qualify the amounts earned under the Annual Plan as “performance-based,” the Committee may exercise discretion only to reduce an award. The Annual Plan is structured so that achievement of the threshold level of performance in any of the measures described above will result in the funding of the plan at maximum. Actual awards are calculated using the Plan formula described above and if funded at maximum as described above, the maximum awards are reduced, as necessary, to deliver awards that are consistent with the attainment levels that were achieved for management incentive plan participants. For a more detailed discussion of Section 162(m) of the Internal Revenue Code, see the “Tax Considerations” section of this report.

For 2009, to place a greater emphasis on managing cash, the weighting for operating income was reduced from 80% to 50% and a new measure, working capital as a percentage of sales, was introduced with a 50% weighting. Operating income continues to be an important measure of our performance. Managing cash and working capital improvement, however, are critical imperatives given the 2009 global economic environment. We also lowered the level of payment for achievement of threshold performance from 50% of the targeted award to 30% of the targeted award. The level of attainment required to reach the threshold performance, however, was not lowered.

Long-Term Incentive

The 2005 Equity and Performance Incentive Plan was approved by shareholders in 2005 and permits a variety of types of incentive awards. We used the shares authorized under this plan in making our long-term incentive awards in 2008 (except for awards made to Mr. Patterson). In May of 2008, our shareholders approved a new equity plan, the 2008 Equity and Performance Incentive Plan, and this will be the plan used to make awards in 2009 and in future years until the authorized shares are depleted. No further grants can be made under the 2005 Equity and Performance Incentive Plan.


(1)	Awards Granted in 2008

In March 2008, long-term incentive awards were granted under the 2005 Equity and Performance Incentive Plan using three vehicles, with the allocation of the award values roughly as follows: 40% of the award’s value was allocated to performance units for the performance period2008-2010, 30% was allocated to stock-settled SARs and 30% was allocated to RSUs.


	•	Cash-Settled Performance Units

The performance units granted in March 2008 will be paid in cash, subject to achievement of performance goals relating to company earnings per share for the three-year period from January 1, 2008 through December 31, 2010.

The Committee selected earnings per share as the performance measure in order to focus on improvement in overall company profitability. Generally, the Committee set the target level for the performance measure consistent with the level established under the projections for a three-year financial plan. The Committee believes that the budgeted level reflects a challenging but obtainable target. If the targeted level of achievement for the performance measure were obtained, this would represent a significant improvement over the level attained in previous years. The targeted level is intended to be achievable, but a maximum level of performance would require an extraordinary level of performance, which we believe is possible but unlikely to be achieved. Given that we do not provide earnings guidance, we believe that disclosure of our actual earnings per share targets for the performance units would cause competitive harm. In setting the applicable target level, the Committee considers how achievement of the performance criteria could be impacted by events expected to occur in the coming years.

If we were to achieve the target performance level, a participant would earn a target-level award; if we were to attain only the threshold performance level, 50% of the target award would be earned; and if we were to attain the maximum performance level, the participant would earn 200% of the target award. If our performance fell between the threshold and target or between target and maximum, earnings under the plan would be interpolated. If threshold performance is not achieved, no award will be paid to the participants.


	•	Stock-Settled SARs

To continually reinforce our ongoing commitment to enhancing shareholder returns, 30% of the long-term incentive opportunity awarded in March 2008 to executives, including the Named Executive Officers, consists of SARs that, when exercised by the holder, are settled in our common shares. The SARs granted in March to all Named Executive Officers, excluding Mr. Patterson, have a base price of $6.765. All SARs granted in 2008 have an exercise term of seven years, which is shorter than typical market practice. The SARs vest one-third per year over three years. Mr. Patterson’s award of SARs was part of his offer of employment and has a base price of $7.72.


	•	RSUs

To conserve shares under our equity plan, promote share ownership and enhance the retention of our executives, 30% of the long-term incentive opportunity awarded in March 2008 consists of three-year cliff-vested RSUs. The RSUs granted in March to all Named Executive Officers vest 100% in three years from date of grant. The RSUs granted to all the Named Executive Officers, except Mr. Patterson, were valued at $6.765 at the time of grant and this was the price used in determining the size of the grant. The RSUs granted to Mr. Patterson were valued at $7.72 for this same purpose.


(2)	Awards Granted in Prior Years

In February 2009, the Committee approved the payout of performance units relating to the long-term incentive award that was granted in 2006, for the2006-2008 performance period. The performance units were based on achievement of performance goals related to cash flow, debt to EBITDA and return on invested capital. Each of these performance measures represented 20% of the participant’s total Long-Term Incentive opportunity. The Named Executive Officers, except

Mr. Patterson, received a cash award based on the attainment of these established goals, as set forth in the table below.

Goals

Measure

Threshold

Target

Maximum

% Attainment

Cash Flow

$225 mm

$280 mm

$400 mm

%⁽¹⁾

Debt to EBITDA

4 quarters 3.00

6 quarters 3.00

6 quarters 3.00 and 4 of 6

100

quarters 2.50

Return on Invested Capital

10%

14%

17%


(1)		Management recommended, and the Committee agreed, that the proceeds from the sale of our interest in Oxy Vinyls in 2007 would not be included in the cash flow attainment. As a result, threshold performance was not attained.

All outstanding equity awards are set forth in the 2008 Outstanding Equity Awards at Fiscal Year-End table in this proxy statement.


(3)	Awards Granted in 2009

The awards granted in 2009 are designed to address the current economic conditions facing the Company, the need for an increased focus on generating cash, and the goal of maintaining a consistent structure with the long-term incentives granted in prior years.

The Committee determined that cash-settled performance units would again be granted in 2009 based on the same formula for determining target opportunity used in 2008, but that the performance units would be earned only upon achievement of performance goals relating to working capital as a percent of sales, consistent with the Annual Plan. To focus on the near-term cash needs of the Company, performance will be measured over a one-year period (for 2009 only) and, to enhance retention, the performance units will only be paid if the participant continues to be employed on the third anniversary of the date of grant. In addition, to align the award payment level with the progress attained in working capital improvements, the performance units were structured such that achievement of threshold performance will result in a payout of 30% of the targeted award, instead of 50%. The actual level of performance required to achieve threshold performance, however, was not adjusted.

Further, the Committee determined that it would again grant stock-settled SARs and full value stock awards, but that for the grants made in 2009, there would be performance conditions tied to the vesting of these awards.

In determining the number of SARs and performance shares to be granted, the Committee modified its approach in 2009 to address the current economic conditions. As described above, in prior years, the Company’s practice was to grant each participant a long-term incentive award with a target value based on market median and to determine the number of SARs and restricted stock units to deliver that pre-determined value. Due to the decline in our stock price and the desire to preserve shares under our 2008 Equity and Performance Incentive Plan (the “2008 Plan”), the Committee reduced the value of the long-term incentives in 2009 such that only 50% of the available shares under the 2008 Plan would be used. As a result, the values of the Named Executive Officers’ long-term incentive grants in 2009 were 38% below the target market median opportunity.

This approach balances the perspectives of shareholders and participants by providing additional shares to incent the participants, but at a lower total targeted value than in 2008.

For 2009, the long-term incentive awards consist of the following:


	•	65% — cash-settled performance units

	•	14% — performance-vested, stock-settled SARs

	•	21% — performance shares

The terms of each component of the 2009 long-term incentive award are as follows:


	•	The performance units are earned based on achievement of goals relating to working capital over a one-year performance period but paid three years from date of grant. Achievement of threshold performance will result in a payout of 30% of the target award, achievement of target performance will result in a payout of 100% of the target award, and achievement of maximum performance will result in a payout of 200% of the target award.

	•	The SARs granted have a term of seven years and will vest one-third on the attainment of 10%, 20% and 30% stock appreciation (which must be attained for a minimum of three consecutive trading days), with no more than one-third vesting per year for the first three years. Consistent with the terms of the 2008 Plan, the grant price for the SARs was set based on the closing market price of the SARs on the date of grant (March 5, 2009).

	•	Each performance share is equal in value to one share of PolyOne common stock and the performance shares will pay out in the form of our common shares on a one-for-one basis. The performance shares will vest one-third on the attainment of 10%, 20% and 30% stock appreciation from the closing price on the grant date (which must be attained for a minimum of three consecutive trading days) during a three-year performance period. Vested shares will be distributed on the third anniversary of the grant. If the price hurdles are not met, no award will be earned.

Retirement Benefits

We offer a defined contribution retirement benefit to all U.S. employees through an Internal Revenue Code tax-qualified profit sharing/401(k) plan (the “Qualified Savings Plan”). The Qualified Savings Plan provides employees with individual retirement accounts funded by (1) an automatic Company-paid contribution of 2% of eligible earnings for all employees, (2) a Company-paid match on employee 401(k) contributions equal to dollar-for-dollar on the first 3% of earnings the employee contributes plus $0.50 per dollar on the next 3% of earnings the employee contributes, and (3) for certain heritage employees, an additional automatic company-paid contribution (Transition Contribution) of up to 4% of eligible earnings. Of the Named Executive Officers, only Messrs. Wilson and Smith receive this contribution in the amount of 4% and 3.25%, respectively. Effective March 20, 2009, the heritage additional automatic company-paid contribution will be eliminated for all participants. The Internal Revenue Code limits employee contributions to the Qualified Savings Plan to $15,500 and earnings upon which employee/company contributions are based to $230,000 in 2008.

The PolyOne Supplemental Retirement Benefit Plan (the “Nonqualified Savings Plan”) is an unfunded, nonqualified plan that provides benefits similar to the Qualified Savings Plan, but without the Internal Revenue Code contribution and earnings limitations. Together these plans are intended to provide the Named Executive Officers with retirement income equivalent to that provided to all other employees under the Qualified Savings Plan. As a result, the Named Executive Officers can

expect a retirement income that replaces a portion of their income while employed similar to that received by all other employees participating in the Qualified Savings Plan who are not impacted by the Internal Revenue Code limitations of the Qualified Savings Plan.

Mr. Baert is based outside the United States and does not participate in the Qualified Savings Plan or the Nonqualified Savings Plan. Mr. Baert participates in a standard defined contribution retirement benefit plan generally provided to all Belgium employees (except that some employees hired prior to May 2003 (other than Mr. Baert) elected to remain in the Belgium defined benefit plan previously offered as the standard retirement plan). The plan provides employees with individual retirement accounts funded by (1) an automatic Company paid contribution of 5% of base pay up to a salary limit plus 15% of base pay in excess of the salary limit, and (2) employee contributions of 5% of base pay above that salary limit. The salary limit, which is indexed annually, was €40,150 for 2008.

During 2008, the Committee reviewed the CEO’s total compensation package among the peer companies and across the broader general industry. The Committee determined that it was in the best interests of the Company and our shareholders to provide a supplemental retirement benefit for Mr. Newlin that would be competitive with industry practices and serve as an additional retention vehicle. Thus, Mr. Newlin’s Letter Agreement (which provides for the terms of Mr. Newlin’s employment) was amended on July 16, 2008 to include certain retirement benefits. Specifically, the Letter Agreement was amended to provide that upon a Qualifying Separation from Service, Mr. Newlin will be entitled to annual supplemental retirement payments, payable in the form of a15-year certain and continuous life annuity, conditioned upon Mr. Newlin’s execution of a release and waiver. If Mr. Newlin dies or incurs a Disability prior to a Qualifying Separation from Service, he or his designated beneficiary also will be entitled to certain supplemental retirement payments. Generally, Mr. Newlin will be considered to have a Qualifying Separation from Service if (1) he attains the age of 55 and has at least five years of service with the Company, serving as Chairman and Chief Executive Officer at the time of his retirement (provided that if the Board, in its sole discretion, has identified a suitable successor for the position of Chief Executive Officer, he only needs to be serving as Chairman at the time of his retirement) and the PolyOne Board of Directors, in its sole discretion, has identified a suitable successor to the position of Chief Executive Officer; or (2) Mr. Newlin’s employment is involuntarily terminated other than for serious cause or Mr. Newlin terminates employment for good reason following a change of control of the Company. Under the terms of the amended Letter Agreement, he will also be treated as a retiree for purposes of any SARs, RSUs, performance shares and performance units awarded to him as long-term incentive awards. In addition, he and his eligible dependents will have access to the same retiree medical benefits made available to all retirement eligible employees under our standard retiree medical benefit program, to the extent we continue to maintain such programs for the benefit of our retirees and their eligible dependents. Mr. Newlin will forfeit his rights to receive the supplemental retirement payments and retiree medical benefits if he engages in any conduct prohibited by his non-competition agreement or any acts that constitute fraud, embezzlement, and disclosure of confidential information or deliberate dishonesty.

Messrs. Wilson and Smith are also eligible, along with certain other legacy employees, to receive pension payments under a company-funded Internal Revenue Code qualified defined benefit pension plan as well as an unfunded, nonqualified defined benefit pension plan (the “Qualified Pension Plan” and “Nonqualified Pension Plan,” respectively). In addition, upon becoming retirement eligible (55 years of age with 10 years of service), Messrs. Wilson and Smith will be eligible to receive certain retiree medical benefits for which they will be required to pay a portion of

the cost. These plans existed prior to our formation in 2000 through the consolidation of Geon and M.A. Hanna and generally benefited all nonunion employees of Geon.

The amount of Messrs. Wilson’s and Smith’s pension depends on a number of factors including monthly Final Average Earnings (“FAE”) and years of benefit service to us (“Benefit Service”). The Qualified Pension Plan provides a monthly lifetime benefit equal to 1.15% times FAE times Benefit Service plus 0.45% times FAE in excess of 2002 Covered Compensation (as defined by the Internal Revenue Code) times Benefit Service limited to 35 years.

The Nonqualified Pension Plan is similar to the Nonqualified Savings Plan in that it restores benefits lost in the Qualified Pension Plan due to Internal Revenue Code limitations on earnings and benefits. The Nonqualified Pension Plan benefit formula is the same as the Qualified Pension Plan except without the Internal Revenue Code qualified plan earnings limitations. The Nonqualified Pension Plan benefit is offset by the Qualified Pension Plan benefit.

The Qualified Pension Plan and Nonqualified Pension Plan were frozen to new entrants effective December 31, 1999. Benefit Service was frozen effective December 31, 2002 in both plans and, effective March 20, 2009, earnings under both plans will be frozen for all participants. We decided to freeze these plans following a comprehensive retirement benefits review, during which the Committee examined whether our retirement programs were consistent with company goals, including fairness to all associates and competitiveness in the marketplace. With this change, we will have a single and competitive retirement plan for ourU.S.-based employees.

Messrs. Patterson, Rademacher and Baert do not participate in a defined benefit plan.

Perquisites

We provide certain perquisites to the Named Executive Officers, which we believe are competitive with the companies with which we compete for executive talent. These perquisites for those Named Executive Officers based in the United States, include a monthly car allowance (except for Mr. Patterson), reimbursement of expenses for financial planning and tax preparation, an annual physical examination, and group insurance providing excess liability umbrella insurance coverage in an amount equal to $5 million. For Mr. Baert, perquisites typical and competitive with companies in Europe include a company provided automobile, meal and entertainment allowance, reimbursement of expenses for financial planning and tax preparation, and group insurance providing excess liability umbrella insurance coverage in an amount equal to $5 million. The specific amounts attributable to perquisites for 2008 for the Named Executive Officers are disclosed in the Summary Compensation Table.

Mr. Patterson was eligible for reimbursement of his relocation expenses under our standard relocation plan. During 2008, we reimbursed Mr. Patterson for expenses associated with closing costs on his home that he purchased near our headquarters and other incidental relocation expenses.

We believe that these perquisites that we provide are consistent with market practices for senior executives and further our goals by retaining our leaders.

We also provide other benefits such as medical, dental and life insurance and disability coverage to eachU.S.-based Named Executive Officer, which are identical to the benefits provided to all other eligibleU.S.-based employees. Medical, dental and life insurance coverage for Mr. Baert is identical to the benefits provided to all other Belgium-based employees. We also provide vacation and paid holidays to all employees, including the Named Executive Officers. The Named Executive Officers are eligible for the following vacation: Mr. Newlin — five weeks, Mr. Patterson — four

weeks (pro-rated from his hire date), Mr. Wilson — six weeks (pro-rated through his termination date), Mr. Smith — five weeks, Mr. Rademacher — four weeks, and Mr. Baert — 26 days.

We do not provide or reimburse for personal country club memberships for any Named Executive Officer. We do maintain a corporate membership to a country club that is used for customer entertainment and other business purposes. We pay the monthly dues for this membership and incur expenses only for these business purposes. Any personal use of this facility by a Named Executive Officer is at the officer’s personal expense, with no incremental cost to us.

Compensation Oversight Processes

Salary Adjustments

During the first quarter, the Committee typically reviews executive compensation marketplace data provided by the Consultant. The resulting report benchmarks our executive compensation compared to our peer group and the market in general. In addition, the Committee reviews tally sheets that contain information regarding the executives’ total annual compensation, termination benefits and wealth accumulation. A more detailed description of the tally sheets is provided under the heading “Review of Tally Sheets.”

In the first quarter of the calendar year, based upon individual performance and results achieved, the Chief Executive Officer typically recommends for the Committee’s review and approval specific salary adjustments for each of the executive officers, including the Named Executive Officers. The Chief Executive Officer makes his recommendations in conjunction with the marketplace data and input provided by the Consultant. The Committee sets the target ~~level of long-term incentive~~ compensation ~~to approximate~~at or near the median, ~~of the market data,~~ with adjustments to account for our specific facts and ~~circumstances at PolyOne.~~

~~Base Salaries~~

The Committee annually reviews the base salaries of executive officers. Prior to the meeting at which the annual review occurs, the independent compensation consultant furnishes the Committee with data on the current total compensation of each executive and current marketplace data for comparable positions. In addition,circumstances. Based upon the Chief Executive ~~Officer provides individual performance~~

~~appraisals and recommended adjustments for each executive officer except himself. At the meeting,~~Officer’s recommendation, in March 2008, the Committee ~~reviews all available~~increased the salaries of Messrs. Smith, Rademacher and Baert effective in the first pay period in April 2008.

In 2008, the Committee determined, based on marketplace data and ~~considers and approves adjustments.~~Mr. Newlin’s tally sheet data, that a 13.9% increase in salary was appropriate. In ~~addition,~~ the ~~Committee reviews marketplace data for, and~~Committee’s judgment, the ~~performance~~total compensation package provided to Mr. Newlin, as described under the heading “Employment Agreement of the Chief Executive Officer,” is appropriate in order to fairly compensate and retain our Chief Executive Officer.

In 2009, management recommended and the Committee agreed, that due to the deteriorating global economy and in an attempt to manage costs, Named Executive Officers as well as other officers of the Company will have their base salary frozen for 2009.

Plan-Based Awards

In the fourth quarter, the Committee typically reviews period-to-date performance and estimates of incentive payouts for the in-progress performance periods. In the first quarter of the following year, the Committee evaluates actual performance against pre-set goals and determines earnings under just-completed plan periods. Generally, the ~~appropriate adjustment.~~Committee approves payouts based on pre-set performance criteria and will not exercise discretion to increase an award. The Committee, however, has exercised its discretion to reduce an award.

~~Following its annual~~

In addition, in the first quarter, the Committee and management typically review competitive total compensation data provided by the Consultant. Management uses the data to develop recommendations for eligibility, award opportunities, performance measures and goals for the plan periods to commence the subsequent year for the Committee’s review. The Committee approves final terms of ~~executive officer~~the plan in the first quarter of the plan year.

Review of Tally Sheets

The Committee and management have reviewed and considered tally sheets in connection with compensation ~~and in light~~decisions. Tally sheets, including all components of ~~company performance, business conditions, and the~~ compensation, ~~philosophy adopted~~are reviewed by the Committee to determine the reasonableness of the compensation of our executive officers. Tally sheets are created collaboratively by the Consultant and our Human Resources department.

The tally sheets provide information regarding the Named Executive Officers’ as well as other officers’ total annual compensation, termination benefits and wealth accumulation. Total annual compensation includes: salary, annual incentive, long-term incentive, perquisites, and retirement benefits. This information is comparable to the amounts reported in the Summary Compensation Table. Payments under various forms of termination are reviewed and disclosed elsewhere in this proxy statement.

Tax Considerations

Cash compensation, such as base salary or annual incentive compensation, is taxable to the recipient as ordinary income when earned, unless deferred under a company-sponsored deferral plan. Deferrals under tax-qualified plans, such as a 401(k) plan, do not affect our current tax deduction. Deferrals under supplemental executive deferral plans delay our tax deduction until the deferred amount (and any accumulation thereon) is paid. Stock-settled SARs are generally taxable as ordinary income when exercised and RSUs, performance units and performance shares are generally taxable when paid. We realize a tax deduction at that time. The Committee does review potential tax implications before making decisions regarding compensation.

Management and the Committee ~~approved salary increases for the executive officers effective May 30, 2005.~~

~~Deductibility~~are aware of ~~Compensation Under IRC Section 162(m)~~

Section 162(m) of the ~~tax code~~Internal Revenue Code, which generally limits the deductibility of executive pay in excess of one million dollars, and which specifies the requirements for the “performance-based” exemption from this limit. The Committee ~~considers and~~ generally manages ~~PolyOne’s executive pay and~~our incentive programs to qualify for the performance-based exemption. It also reserves the right to provide compensation that does not meet the exemption criteria if, in its sole discretion, it determines that doing so ~~is consistent with the Committee’s overall compensation philosophy and~~ advances ~~PolyOne’s~~our business objectives. We believe the compensation paid to our Named Executive Officers in 2008 is fully deductible.

~~Incentive Compensation~~Accounting Considerations

~~The Senior Executive PolyOne Annual Incentive Plan (the “PolyOne AIP”) provides for awards that are wholly contingent~~

When reviewing preliminary recommendations and in connection with approving the terms of a given incentive plan period, management and the Committee review and consider the accounting implications of a given award, including the estimated expenseand/or dilutive considerations. Depending upon the ~~attainment~~type of ~~performance goals established by the Committee.~~

~~In December 2004,~~accounting treatment associated with an incentive plan design, management and the Committee ~~approved 2005 PolyOne AIP performance targets related to operating income and cash flow. A portion of~~may alter or modify the 2005 PolyOne AIP awards was payable in July based on operating income performance during the first six months of 2005, to reinforce the urgency of 2005 performance improvement imperatives. In February 2006, the Committee approved final AIP awards based on PolyOne’s and its business units’ performance in relationincentive award due to the ~~aforementioned goals. These AIP awards are disclosed in~~accounting treatment if the ~~Summary Compensation Table for 2005~~award (and the related accounting consequences) were to adversely affect our financial performance.

~~One-time Special Recognition Awards~~

~~In January 2006, the Committee approved one-time awards, in recognition~~Employment Agreement of the ~~additional duties and responsibilities assumed, in the amount of $50,000 each to the following executive officers who, together with the Chairman, President and~~ Chief Executive Officer have been responsible for executive and operating matters of the Company during the CEO-transition period: Wendy C. Shiba, Kenneth M. Smith, and W. David Wilson. Due to the timing of these awards in 2006, they will be reported in the compensation tables in next year’s proxy statement.

~~Long Term Incentives~~

In January 2005 the Committee approved long-term incentive awards (“LTIP”) for the performance period 2005-2007 using two vehicles. Seventy-five percent of the award’s value was in the form of performance shares,

On February 6, 2006, we entered into an agreement with ~~the remaining 25% in the form of stock-settled SARs. Performance shares are earned~~Mr. Newlin, under which he agreed to the extent that PolyOne achieves goals for operating cash flow, return on invested capital (ROIC), and level of Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) in relation to debt over a three year period. Stock-settled SARs were granted with a base price of $8.94 (the fair market value,serve as ~~determined by the high/low average stock price on the date of grant), exercise term of seven years, and a vesting schedule based on~~

~~10%, 20%, and 30% stock price appreciation goals to reinforce PolyOne’s ongoing commitment to enhancing shareholder returns.~~

~~Chief Executive Officer~~

From January 2005 through October 6, 2005, Thomas A. Waltermire was President and Chief Executive Officer. Following Mr. Waltermire’s resignation on October 6, William F. Patient, then non-executive Chairman and a Director of PolyOne was appointedour Chairman, President and Chief Executive Officer. The agreement provided for specified awards intended to serve as an inducement to join the company, for Mr. ~~Patient served~~Newlin’s initial base salary and for his participation in our various long-term incentive and benefit plans in effect during the term of his employment. Mr. Newlin also received a grant of a two-year cash incentive, consisting of phantom units subject to the achievement of specified performance goals over a two-year period(2006-2007), with each unit being equal in value to one share of our common stock. The terms of

the units, as amended, provide that ~~capacity until February 21, 2006 when Stephen D. Newlin was elected Chairman, President~~payout will not be less than the targeted number of units (87,000) at the grant date stock price of $9.185. The phantom units were paid out in cash at the targeted number of units in March 2008 and ~~Chief Executive Officer.~~this payout is reflected in the Summary Compensation Table as “Non-Equity Incentive Plan Compensation” in 2007.

~~During its annual review~~

In addition, the agreement provides for certain payments upon termination of ~~executive officer compensation,~~Mr. Newlin’s employment, as described more fully in the “Potential Payments Upon Termination orChange-in-Control” section of this proxy statement. In October, 2007, this agreement was amended to ensure that any payments made pursuant to the agreement were in compliance with Section 409A of the Internal Revenue Code.

Mr. Newlin’s agreement also provides for a supplemental retirement benefit, as described more fully in this Compensation Discussion and Analysis under the heading “Retirement Benefits.”

Termination Payments for Other Named Executive Officers

Effective May ~~2005,~~25, 2006, the Committee ~~increased Mr. Waltermire’s salary~~approved the PolyOne Corporation Executive Severance Plan (the “Executive Severance Plan”) that is designed to ~~the level~~provide severance protection to certain officers who are expected to make substantial contributions to our success and thereby provide for stability and continuity of ~~$715,000. Mr. Waltermire participated in PolyOne’s 2005 AIP and LTIP consistent with~~operations. Under the terms and conditions of the Executive Severance Plan, officers are entitled to receive Severance Payments upon their termination of employment for reasons other than cause, death or disability. The plan details and estimates of these payments are provided in the “Potential Payments Upon Termination orChange-in-Control” section of this proxy statement. These severance benefits are contingent upon our receipt of a signed release of all claims against us and signed non-compete, non-solicitation and non-disparagement agreements.

In May 2008, it was decided that Mr. Wilson would cease serving as Chief Financial Officer. From May 12, 2008 until September 9, 2008, Mr. Wilson continued to serve as Senior Vice President to transition responsibilities to our new Chief Financial Officer. On September 9, 2008, Mr. Wilson terminated from service. Consistent with our Executive Severance Plan, Mr. Wilson receives two years of base salary, earned incentives under the Annual Plan through his termination date, continued medical, dental and vision for two years and outplacement benefits for one year. In addition, we entered into a consulting agreement with Mr. Wilson. Pursuant to the terms of this agreement, Mr. Wilson rendered services to us related to projects designated by the Compensation and Governance Committee of the Board of Directors and otherwise on an as-needed basis. We paid Mr. Wilson in consideration of his performance of the consulting services a total of $14,940. The term of Mr. Wilson’s consulting agreement ended on December 31, 2008.

Change of Control Payments

We have entered into management continuity agreements (“Continuity Agreements”) with all of our elected corporate officers, including each of the Named Executive Officers. These agreements are designed to provide severance protection should a change of control of PolyOne occur and the executive officer’s employment be terminated either by us without cause or by the executive for good reason (as defined in the agreements). Generally, a change of control will be deemed to have occurred if (1) any person becomes the beneficial owner of 25% or more of the combined voting power of our outstanding securities (subject to certain exceptions); (2) there is a change in the majority of our Board of Directors; (3) 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 (4) there is shareholder approval of a complete liquidation or dissolution of PolyOne.

These agreements are intended to provide for continuity of management in the event of a change of control. The agreements are automatically renewed each year unless we give prior notice of termination of the Continuity Agreement. The agreements provide that covered executive officers could be entitled to certain severance benefits. The details of the severance payments and ~~as described above. His separation agreement, entered into~~benefits are provided in ~~connection~~the “Potential Payments Upon Termination orChange-in-Control” section of this proxy statement.

In order to provide additional protection in the event of a change of control, our equity awards and Annual Incentive Plan provide for accelerated benefits in the event of a change of control. In addition, the terms of the performance units provide that in the event of a change of control, the participant is entitled to 100% of the performance units. In the event of a change of control and a termination of the executive’s employment by us without cause or by the executive for good reason (as defined in the agreements), the SARs remain exercisable for their full term. These change of control provisions affect all participants in those programs, including the Named Executive Officers.

Compensation Policies

Timing with ~~his resignation, provides salary and~~Respect to Equity Award Grants

In prior years, the ~~economic value~~base price of benefits continuation for 36 months, annual incentive plan payout consistent with plan formula and based on actual eligible earnings, the full amount of any earned performance shares or performance cash awards payable for the 2003-2005 performance period, one-third of any earned performance shares or performance cash awards for the 2005-2007 performance period, and other paymentsSARs has been set according to our practice as outlined in the ~~Summary Compensation Table~~2005 Equity and ~~related notes.~~Performance Incentive Plan based on the average of the high and low price of our common shares on the trading day immediately before the day the award was approved by the Committee. Effective with the approval of the 2008 Equity and Performance Incentive Plan, the practice was changed to set the base price of SARs (and the exercise price of any options granted) as the closing price of our common shares on the date of grant. Further, if we are in possession of material information that has not been publicly disclosed, the Committee will not grant equity awards until all such information is available to the public.

~~Mr. Patient continues~~

Stock Ownership Guidelines

In order to ~~receive an annual retainer equivalent to any other nonemployee director. In addition, he earned an annual fee~~better align their financial interests with those of ~~$300,000 (in cash, payable quarterly in arrears and pro-rated~~shareholders, we believe our executives should own a meaningful number of our shares. We have adopted share ownership guidelines specifying a minimum level of share ownership for all executives, including all Named Executive Officers. The specific levels of share ownership for the ~~period from October 6, 2005 through February 21, 2006)~~Named Executive Officers are noted in the following table. Executives are expected to accumulate the specified shares within five years of their becoming subject to the policy. The applicable guidelines are reduced after age 55 by 10% of the original level of ownership each year for ~~service as Chairman, President and Chief Executive Officer.~~five years.


	~~The Compensation and~~
	~~Governance Committee~~
	~~of the Board of Directors~~

	~~Farah M. Walters, Chairperson~~
	~~J. Douglas Campbell~~
	~~Carol A. Cartwright~~
	~~Gale Duff-Bloom~~
	~~Wayne R. Embry~~
	~~Richard H. Fearon~~
	~~Robert A. Garda~~
	~~Gordon D. Harnett~~

~~February 23, 2006~~

In general, shares counted toward required ownership include shares directly held and shares held in our benefit or deferral plans (including RSUs and phantom shares under our nonqualified deferral plan).

Element Newlin Wilson Patterson Smith Rademacher Baert
Share Ownership Target
(in shares) 324,000 * 105,000 85,000 56,000 63,000

Total Share Ownership as of 3/16/09 284,300 * 140,000 94,265 78,509 48,366

Attainment Status 87.7% * 133.3% 110.9% 140.2% 76.8%

*Mr. Wilson, who left the Company in 2008, is no longer required to meet these guidelines.
Note: Ownership targets have been reduced by 10% for Mr. Newlin, 40% for Mr. Baert and 30% for Mr. Rademacher, according to the applicable guideline pertaining to age reduction as discussed above. Mr. Newlin has been with the Company for three years; therefore, he is not yet required to meet 100% of his respective share ownership target, but he is on pace to meet the guidelines within the five-year required time frame.
Repayment of Earned Incentives upon Restatement of Financial Results
We have adopted a policy that is consistent with the requirements of the Sarbanes-Oxley Act of 2002, which requires the Chief Executive Officer and Chief Financial Officer to reimburse us for any awards received during the twelve-month period following the release of financial results that subsequently require an accounting restatement due to material noncompliance with any financial reporting requirement if they are subject to automatic forfeiture under Section 304 of theSarbanes-Oxley Act of 2002.
Conclusion
Our executive compensation programs are competitive in the marketplace and linked to our performance. These programs allow us to attract and retain high-caliber executives. We believe the design of our compensation plans and the relative mix of compensation elements successfully motivates our executives and aligns both the short-term and long-term interests of employees and shareholders.

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SUMMARY COMPENSATION TABLE

The following table sets forth the compensation ~~received for~~earned by, and the compensation opportunity granted to, our principal executive officer, our current principal financial officer, our former principal financial officer and our other three ~~years~~most highly compensated executive officers during the fiscal year ended December 31, ~~2005 by PolyOne’s Chief Executive Officer at December 31, 2005, its former Chief Executive Officer~~2008 and the ~~persons who were at December 31, 2005 the four other most highly paid executive officers.~~prior two fiscal years, if applicable.

~~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($) Bonus($) sation($) Awards($) Shares) Shares) sation($)

William F. Patient(1) 2005 –0– –0– –0– –0– –0– –0– 345,202
Chairman, President and
Chief Executive Officer
W. David Wilson 2005 338,523 105,950 26,334 (3) –0– 26,400 –0– 55,184 (3)
Vice President and 2004 329,200 266,348 23,412 (3) ��0– –0– –0– 33,940 (3)
Chief Financial Officer 2003 311,754 –0– 22,164 (3) –0– 169,260 –0– 40,659 (3)
Wendy C. Shiba 2005 326,077 102,401 17,373 (4) –0– 20,700 –0– 29,812 (4)
Vice President, 2004 320,192 259,060 16,429 (4) –0– –0– –0– 17,046 (4)
Chief Legal Officer 2003 286,188 –0– 25,577 (4) –0– 128,200 –0– 32,122 (4)
and Secretary
Michael L. Rademacher 2005 282,692 121,383 33,728 (5) –0– 17,700 –0– 26,598 (5)
Vice President and 2004 269,231 233,753 20,790 (5) –0– –0– –0– 19,022 (5)
General Manager, 2003 238,496 64,500 29,623 (5) –0– 106,780 –0– 27,619 (5)
Distribution
Kenneth M. Smith 2005 298,269 93,201 23,432 (6) –0– 18,600 –0– 41,392 (6)
Vice President, Chief 2004 276,777 223,933 20,426 (6) –0– –0– –0– 23,629 (6)
Human Resources and 2003 250,600 –0– 20,125 (6) –0– 106,780 –0– 32,582 (6)
Chief Information Officer
Thomas A. Waltermire(2) 2005 686,802 318,229 34,954 (7) –0– 96,600 –0– 2,450,076 (7)
Former President and 2004 678,681 933,476 38,487 (7) –0– –0– –0– 70,258 (7)
Chief Executive Officer 2003 630,808 –0– 30,345 (7) –0– 509,740 –0– 90,586 (7)

Change in

Pension

Non-
Value and

Equity
Nonqualified

Option/
Incentive
Deferred

Stock
SAR
Plan
Compensation
All Other

Name and
Salary
Bonus
Awards⁽⁴⁾ Awards⁽⁵⁾ Compensation⁽⁶⁾ Earnings
Compensation
Total
Principal Position Year ($) ($) ($) ($) ($) ($) ($) ($)

Stephen D. Newlin, 2008 $ 831,731 $ 0 �� $ 797,592 $ 331,625 $ 1,044,150 $ 4,341,255 ⁽⁷⁾ $ 135,106 ⁽⁹⁾ $ 7,481,459

Chairman, President and 2007 741,635 0 589,333 778,565 1,482,066 — 208,069 3,799,668

Chief Executive Officer 2006 589,615 600,000 505,374 558,936 959,700 — 110,196 3,323,821

Robert M. Patterson,
Senior Vice President and 2008 255,385 0 64,526 33,775 107,568 — 85,109 ⁽¹⁰⁾ 546,363
Chief Financial Officer⁽¹⁾

W. David Wilson,
Former Senior Vice 2008 325,881 0 4,125 68,650 199,420 179,740 ⁽⁸⁾ 861,135 ⁽¹¹⁾ 1,638,951

President and Chief 2007 363,981 0 241 218,060 167,595 168,279 94,846 1,013,002

Financial Officer(2)
2006 354,058 50,000 75,561 158,724 242,707 0 81,711 962,761

Kenneth M. Smith,
Senior Vice President, 2008 333,308 0 23,232 48,562 210,289 156,297 ⁽⁸⁾ 69,065 ⁽¹²⁾ 840,753

Chief Information and 2007 323,712 0 169 145,647 149,053 189,074 76,485 884,140

Human Resources Officer 2006 313,481 50,000 52,914 112,084 214,891 0 59,109 802,479

Michael L. Rademacher,
Senior Vice President and 2008 317,308 0 23,232 47,063 270,930 — 64,367 ⁽¹³⁾ 722,900

General Manager, Distribution 2007 307,577 0 160 138,141 210,229 — 64,508 720,615

Bernard Baert,
Senior Vice President and 2008 415,441 0 23,232 30,974 121,564 — 84,388 ⁽¹⁴⁾ 675,599

General Manager, Color
and Engineered Material — 2007 421,668 0 169 144,609 166,263 — 86,727 819,436

Europe and Asia(3)
2006 349,999 0 53,125 105,333 219,576 — 70,030 798,063

(1) Mr. ~~Patient became Chairman,~~Patterson was hired as Senior Vice President and Chief ~~Executive~~Financial Officer, ~~of PolyOne on October 6, 2005~~effective May 12, 2008 and ~~served~~the numbers in ~~that position until Mr. Newlin’s appointment on February 21, 2006. Prior to that time, Mr. Patient was Chairman~~the table reflect the compensation earned during the part of the ~~Board and received compensation as described in~~year he was with the “Compensation of Directors” section above. In addition, in 2005, as Chairman, Mr. Patient received an additional fixed annual cash retainer of $200,000, payable quarterly. Mr. Patient received $252,000 ($210,250 in cash and $41,750 in stock) in connection with his service as a Director and Chairman during 2005. This amount is not included in the Summary Compensation Table above. Following his appointment as an officer, the Compensation and Governance Committee approved an annual fee to Mr. Patient of $300,000 in connection with his service as Chairman, President and Chief Executive Officer, which was paid on a quarterly basis. The amount under “All Other Compensation” includes both the quarterly payment of the $300,000 annual fee and pension payments Mr. Patient received as a retiree of The Geon Company, a predecessor to PolyOne.Company.

(2) Mr. ~~Waltermire resigned~~Wilson was replaced as ~~President and~~ Chief ~~Executive~~Financial Officer on ~~October 6, 2005. Amounts included under “Salary” for Mr. Waltermire include~~May 12, 2008 and continued serving as Senior Vice President until his ~~base salary~~departure from ~~January 1, 2005 through October 6, 2005~~the Company on September 9, 2008. The numbers in the table reflect the compensation earned during the part of ~~$550,677 and payout of his earned vacation of $136,125.~~the year he was with the Company.

(3) Mr. Baert’s compensation is based in Euros. The conversion rate used for purposes of converting the Euros earned by Mr. Baert into dollars for purposes of this table was €1.00 = $1.4096, which is the conversion rate used in our Annual Report onForm 10-K for the fiscal year ended December 31, 2008.
(4) This column includes the grants of time-vested, stock-settled RSUs granted in 2008 to the Named Executive Officers under our 2005 and 2008 Equity and Performance Incentive Plans. These grants are described more fully in the narrative following the 2008 Grants of Plan-Based Awards table and in the “Compensation Discussion and Analysis — Elements of Compensation — Long-Term Incentive — Awards Granted in 2008 — RSUs” section of this proxy statement. This column also includes for Mr. Newlin a restricted stock award granted in 2006 under our 2005 Equity and Performance Incentive Plan as part of his Letter Agreement with a compensation cost for 2008 of $586,104. The amounts

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		reflected in the table for 2008 include the dollar amounts recognized for financial statement reporting purposes for 2008 with respect to these awards computed in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (“SFAS 123(R)”). Additional information regarding the assumptions used in determining the cost reflected in the table can be found in Note 16 of the Notes to the Consolidated Financial Statements contained in our Annual Report onForm 10-K for the fiscal year ended December 31, 2008.

(5)		This column includes the grants of time-vested, stock-settled SARs granted in 2008 to the Named Executive Officers under our 2005 and 2008 Equity and Performance Incentive Plans. The cost of these awards as reflected in the table was based on the dollar amount recognized for financial statement reporting purposes for 2008 with respect to these awards, computed in accordance with SFAS 123(R). These grants are described more fully in the narrative following the 2008 Grants of Plan-Based Awards table and in the “Compensation Discussion and Analysis — Elements of Compensation — Long-Term Incentive — Awards Granted in 2008 — Stock-Settled SARs” section of this proxy statement. This column also reflects the dollar amount recognized for financial statement reporting purposes in 2008 with respect to awards granted in prior years. Additional information regarding the assumptions used in determining the costs reflected in the table can be found in Note 16 of the Notes to the Consolidated Financial Statements contained in our Annual Report onForm 10-K for the fiscal year ended December 31, 2008.

(6)		This column reflects amounts earned by the Named Executive Officers under the Annual Plan and pursuant to the vesting of performance units under the Long Term Incentive Plan for the 2006 — 2008 performance cycle. The terms of these plans are described more fully in the narrative following the 2008 Grants of Plan-Based Awards table and in the “Compensation Discussion and Analysis — Elements of Compensation” section of this proxy statement.

(7)		Mr. Newlin is entitled to a supplemental retirement benefit under his Letter Agreement (as amended on July 18, 2008), as described more fully in the “Compensation Discussion and Analysis — Elements of Compensation — Retirement Benefits” section of this proxy statement. The amount reflected in the table reflects the net present value as of December 31, 2008 of the annual benefit payment that will be payable as a15-year certain and continuous life annuity beginning at age 58.6 and assumes that Mr. Newlin has a “Qualifying Separation from Service.”

(8)		Among the Named Executive Officers, Messrs. Wilson and Smith participate in the Qualified Pension Plan and the Nonqualified Pension Plan that existed prior to our formation in 2000 through the consolidation of Geon and M.A. Hanna. The aggregate actuarial present value of Messrs. Wilson’s and Smith’s accumulated benefits under the Qualified Pension Plan and the Nonqualified Pension Plan increased by the amount shown in the table above. This increase was due to the fact that earnings under the Nonqualified Pension Plan were re-calculated following the release of final guidance relating to Section 409A of the Internal Revenue Code, as described more fully under the 2008 Pension Benefits table in this proxy statement. Above-market or preferential earnings are not available under any of our non-qualified deferred compensation plans.

(9)		Amounts under ~~“Other Annual~~“All Other Compensation” for Mr. ~~Wilson~~Newlin include taxgross-ups on personal benefits in the amount of ~~$5,048 for 2005, $3,894 for 2004 and $3,284 for 2003, a car allowance~~$9,462, PolyOne’s cash contributions to our Qualified Savings Plan in the amount of $14,400 for 2005, 2004 and 2003, financial planning expenses in the amount of $5,836 for 2005, $4,103 for 2004 and $3,580 for 2003 and umbrella insurance expenses in the amount of $1,050 in 2005, $1,015 in 2004 and $900 in 2003. Amounts under “All Other Compensation” for Mr. Wilson include$14,950, PolyOne’s cash contributions ~~to PolyOne’s qualified savings plan in the amount of $17,325 for 2005, $16,412 for 2004 and $24,000 for 2003 and amounts accrued~~ under ~~PolyOne’s~~our non-qualified retirement plan providing for benefits in excess of the amounts permitted to be contributed under the ~~qualified savings plan in the amounts of $37,859 for 2005, $17,528 for 2004 and $16,659 for 2003.~~


~~(4)~~	~~Amounts under “Other Annual Compensation” for Ms. Shiba include tax gross-ups on personal benefits~~Qualified Savings Plan in the amount of ~~$2,273 for 2005, $1,914 for 2004~~$82,231 and ~~$5,938 for 2003, a car allowance~~excess liability umbrella insurance coverage in the amount of ~~$12,000 for 2005 and 2004 and $11,539 for 2003,~~$685. Mr. Newlin also received perquisites in 2008, reflected in the table, with the following incremental costs: car allowance ($14,400), financial planning and tax preparation expenses ~~in the amount of $2,050 for 2005, $1,500 for 2004~~($12,624), and $7,200 for 2003 and umbrella insurance expenses in the amount of $1,050 in 2005, $1,015 in 2004 and $900 in 2003. Amounts under “All Other Compensation” for Ms. Shiba include PolyOne’s cash contributions to PolyOne’s qualified savings plan in the amount of $8,925 for 2005, $8,713 for 2004 and $11,934 for 2003 and amounts accrued under PolyOne’s non-qualified retirement plans providing for benefits in excess of the amounts permitted to be contributed under the qualified savings plan in the amount of $20,887 for 2005, $8,333 for 2004 and $20,188 for 2003.an executive physical ($754).

~~(5)~~ (10)	Amounts under “Other Annual Compensation” for Mr. Rademacher include tax gross-ups on personal benefits in the amount of $9,197 for 2005, $3,804 for 2004 and $7,650 for 2003, a car allowance in the amount of $12,000 for 2005 and 2004 and $11,538 for 2003, financial planning expenses in the amount of $11,481 for 2005, $3,971 for 2004 and $9,535 for 2003 and umbrella insurance expenses in the amount of $1,050 in 2005, $1,015 in 2004 and $900 in 2003.	Amounts under “All Other Compensation” for Mr. ~~Rademacher includes~~Patterson include taxgross-ups on personal benefits (including a gross up on reimbursement for moving expenses described below) in the amount of $26,467, PolyOne’s cash contributions to ~~PolyOne’s qualified savings plan~~our Qualified Savings Plan in the amount of $8,925 for 2005, $8,713 for 2004 and $12,427 for 2003 and amounts accrued under PolyOne’s non-qualified retirement plans providing for benefits in excess of the amounts permitted to be contributed under the qualified savings plan in the amount of $17,673 for 2005, $10,309 for 2004 and $15,192 for 2003.

~~(6)~~	Amounts under “Other Annual Compensation” for Mr. Smith include tax gross-ups on personal benefits in the amount of $4,836 for 2005, $3,641 for 2004 and $3,437 for 2003, a car allowance in the amount of $12,000 for 2005, 2004 and 2003, financial planning expenses in the amount of $5,546 for 2005, $3,770 for 2004 and $3,788 for 2003 and umbrella insurance expenses in the amount of $1,050 in 2005, $1,015 in 2004 and $900 in 2003. Amounts under “All Other Compensation” for Mr. Smith includes$4,600, PolyOne’s cash contributions ~~to PolyOne’s qualified savings plan in the amount of $15,750 for 2005, $15,376 for 2004 and $22,500 for 2003 and amounts accrued~~ under PolyOne’s non-qualified retirement plans providing for benefits in excess of the amounts permitted to be contributed under the qualified savings plan in the amount of $25,642 for 2005, $8,253 for 2004 and $10,082 for 2003.

~~(7)~~	Amounts under “Other Annual Compensation” for Mr. Waltermire include tax gross-ups on personal benefits in the amount of $10,006 for 2005, $10,408 for 2004 and $6,745 for 2003, a car allowance in the amount of $11,299 for 2005 and $14,400 for 2004 and 2003, financial planning expenses in the amount of $12,599 for 2005, $12,664 for 2004 and $8,300 for 2003 and umbrella insurance expenses in the amount of $1,050 in 2005, $1,015 in 2004 and $900 in 2003. Amounts under “All Other Compensation” for Mr. Waltermire include PolyOne’s cash contributions to PolyOne’s qualified savings plan in the amounts of $17,325 for 2005, $16,913 for 2004 and $24,000 for 2003 and amounts accrued under PolyOne’sour non-qualified retirement plan providing for benefits in excess of the amounts permitted to be contributed under the ~~qualified savings plan~~Qualified Savings Plan in the ~~amounts~~amount of ~~$106,590 for 2005, $53,345 for 2004~~$12,000 and ~~$66,586 for 2003. In addition,~~excess liability umbrella insurance coverage in the amount of $457. Mr. ~~Waltermire will receive certain payments pursuant to a Separation Agreement he entered into~~Patterson also received perquisites in


		2008, reflected in the table, with ~~PolyOne that is more fully described under~~ the ~~section entitled “Mr. Waltermire Separation Agreement.” The amount~~following incremental costs: reimbursement of moving expenses ($39,336) and financial planning and tax preparation expenses ($2,250).


(11)		Amounts under “All Other Compensation” for Mr. ~~Waltermire~~Wilson include severance payments received under our Executive Severance Plan of base salary in the amount of $732,000, continuation of health benefits in the amount of $16,533, gross up of employer contributions toward health benefits in the amount of $12,341 and outplacement in the amount of $9,000. In addition, Mr. Wilson received consulting fees in the amount of $14,940, taxgross-ups on personal benefits in the amount of $7,453, PolyOne’s cash contributions to our Qualified Savings Plan in the amount of $18,450, PolyOne’s cash contributions under our non-qualified retirement plan providing for ~~2005~~benefits in excess of the amounts permitted to be contributed under the Qualified Savings Plan in the amount of $26,788, and excess liability umbrella insurance coverage in the amount of $514. Mr. Wilson also ~~consists of: (a) of a lump sum payment of $371,258 for six months of his salary and~~received perquisites in 2008, reflected in the table, with the following incremental costs: car allowance plus interest; (b) his remaining base salary payable until October 5, 2008 of $1,787,500; (c) his remaining car allowance payable until October 5, 2008 of $36,000; (d) the present value of his continued coverage under PolyOne’s medical and dental plans of $9,983 (this is an estimated cost of this coverage based on inflation trends); (e) the value of life insurance and long-term disability benefits during the three-year severance period of $45,880; (f) payment of professional fees, including($10,357), financial planning and tax preparation expenses ($10,000), and an executive physical ($2,759).

(12)		Amounts under “All Other Compensation” for Mr. Smith include taxgross-ups on personal benefits in the amount of ~~$35,540; (g) payment~~$4,212, PolyOne’s cash contributions to our Qualified Savings Plan in the amount of ~~legal fees not~~$22,425, PolyOne’s cash contributions under our non-qualified retirement plan providing for benefits in excess of the amounts permitted to ~~exceed $7,500;~~be contributed under the Qualified Savings Plan in the amount of $23,330, and ~~(h) payment~~excess liability umbrella insurance coverage in the amount of $685. Mr. Smith also received perquisites in 2008, reflected in the table, with the following incremental costs: car allowance ($12,000), financial planning and tax preparation expenses ($5,257), and an executive physical ($1,156).

(13)		Amounts under “All Other Compensation” for ~~outplacement services~~Mr. Rademacher include taxgross-ups on personal benefits in the amount of ~~$32,500.~~$4,432, PolyOne’s cash contributions to our Qualified Savings Plan in the amount of $14,950, PolyOne’s cash contributions under our non-qualified retirement plan providing for benefits in excess of the amounts permitted to be contributed under the Qualified Savings Plan in the amount of $25,040 and excess liability umbrella insurance coverage in the amount of $685. Mr. Rademacher also received perquisites in 2008, reflected in the table, with the following incremental costs: car allowance ($12,000), financial planning and tax preparation expenses ($5,567), and an executive physical ($1,693).

(14)		Amounts under “All Other Compensation” for Mr. Baert include PolyOne’s cash contributions to atax-efficient savings plan, generally provided to all Belgium employees, in the amount of $52,336 and excess liability umbrella insurance coverage in the amount of $685. Mr. Baert also received perquisites in 2008, reflected in the table, with the following incremental costs: company provided automobile ($25,512), meal vouchers ($1,606) and customer entertainment allowance ($4,249).

~~Option/ SAR Grants in Last Fiscal Year~~2008 GRANTS OF PLAN-BASED AWARDS

Individual Grants(1)
Number of
Securities % of Total
Underlying Options/SARs
Options/SARs Granted to Exercise or Grant Date
Granted (# of Employees in Base Price Present Value
Name Shares) Fiscal Year ($/Sh) Expiration Date ($)(2)

W. F. Patient –0– –0– N/A N/A –0–
W. D. Wilson 26,400 5.57 8.94 1/04/12 100,056
W. C. Shiba 20,700 4.36 8.94 1/04/12 78,453
M. L. Rademacher 17,700 3.73 8.94 1/04/12 67,083
K. M. Smith 18,600 3.92 8.94 1/04/12 70,494
T. A. Waltermire 96,600 20.37 8.94 1/04/12 366,114

Estimated Future Payouts Under

Non-Equity Incentive Plan Awards⁽²⁾
All Other

Stock Awards:
All Other Options
Grant Date
Number of
Awards: Number
Exercise or
Closing
Fair Value
Shares of
of Securities
Base Price
Market
of Stock and
Stock or
Underlying
of Option
Price on
Option/ SAR
Grant
Threshold
Target
Maximum
Units⁽⁴⁾ Options⁽⁵⁾ Awards
Grant
Awards
Name Date ($)⁽³⁾ ($) ($) (#) (#) ($/Sh)⁽⁶⁾ Date ($)⁽⁷⁾
S.D. Newlin (1 ) 415,866 831,731 1,663,462

3/6/2008 516,000 1,032,000 2,064,000

3/6/2008 286,800 6.765 6.67 648,168

3/6/2008 114,700 771,931

R.M. Patterson (1 ) 63,846 127,692 255,385

— 0 0 0

5/15/2008 60,000 7.72 7.72 160,800

5/15/2008 40,000 307,200

W.D. Wilson (1 ) 65,810 131,619 263,238

3/6/2008 87,850 175,700 351,400

3/6/2008 32,600 6.765 6.67 73,676

3/6/2008 13,100 88,163

K.M. Smith (1 ) 83,327 166,654 333,308

3/6/2008 58,700 117,400 234,800

3/6/2008 31,200 6.765 6.67 70,512

3/6/2008 12,600 84,798

M.L. Rademacher (1 ) 79,327 158,654 317,308

3/6/2008 55,800 111,600 223,200

3/6/2008 31,200 6.765 6.67 70,512

3/6/2008 12,600 84,798

B. Baert (1 ) 103,861 207,721 415,442

3/6/2008 76,350 152,700 305,400

3/6/2008 31,200 6.765 6.67 70,512

3/6/2008 12,600 84,798

(1) ~~Target-priced Stock Appreciation Rights (“SARs”) were granted~~ There is no Grant Date for these awards. This row relates to ~~the named executive officers~~awards made under ~~the PolyOne Corporation Long-Term Incentive~~our cash-based Annual Plan. The SARs have a grant date of January 5, 2005 and must be exercised on or before January 4, 2012. Vesting occurs when the price of PolyOne’s common stock reaches predetermined levels for three consecutive trading days as follows: one-third vests at $9.84 per share; an additional one-third vests at $10.73 per share; and the remaining one-third vests at $11.63 per share.

(2) The ~~grant date present values~~first row of this column for each Named Executive Officer represents the annual cash incentive opportunity for the Named Executive Officers under the Annual Plan. The actual amount earned for 2008 under the Annual Plan is included in the “Non-Equity Incentive Plan Compensation” column of the ~~target-priced~~Summary Compensation Table. The second row of this column for each Named Executive Officer represents the performance units awarded to each Named Executive Officer under our 2005 Equity and

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		Performance Incentive Plan except for Mr. Patterson, who did not receive an award of performance units in 2008. Each performance unit is equal in value to $1.00. These performance units will be paid in cash, if earned, and are subject to achievement of specified performance goals over a three-year performance period (2008 — 2010).

(3)		Threshold refers to the minimum amount payable upon reaching the threshold level of performance. If threshold performance is not attained, the participant will receive $0 for this award.

(4)		The numbers in this column represent stock-settled RSUs granted to the Named Executive Officers under our 2005 and 2008 Equity and Performance Incentive Plans, which vest on the third anniversary of the date of grant.

(5)		The numbers in this column represent stock-settled SARs ~~were estimated using~~granted to the ~~Black-Scholes option pricing model with a~~Named Executive Officers under our 2005 and 2008 Equity and Performance Incentive Plans, which become exercisable one-third on each anniversary of the date of grant.

(6)		In setting the base price of ~~$8.94, a risk-free interest rate~~SARs, we have followed the practice of ~~4.29%, an assumed dividend yield of 0%, stock price volatility of 34.42%, and vesting in one-third increments over three years.~~

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/ SARs 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/ SARs. The amount realized from the exercise of an employee stock option/ SAR 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 Unexercised~~

~~Number of Unexercised~~

~~In-The-Money Options/~~

~~Options/SARs at FY-End~~

~~SARs At FY-End~~

~~Shares Acquired~~

~~(# of Shares)~~

~~($)(2)~~

~~on Exercise~~

~~Value~~

~~Name~~

~~(# of Shares)~~

~~Realized($)(1)~~

~~Exercisable/Unexercisable~~

~~W. F. Patient~~

~~–0–~~

~~288,000/0~~

~~0/0~~

~~W. D. Wilson~~

~~–0–~~

~~417,176/78,720~~

~~42,579/18,645~~

~~W. C. Shiba~~

~~–0–~~

~~116,590/60,333~~

~~20,167/14,126~~

~~M. L. Rademacher~~

~~–0–~~

~~185,744/50,660~~

~~26,882/11,742~~

~~K. M. Smith~~

~~–0–~~

~~168,092/51,560~~

~~16,813/11,742~~

~~T. A. Waltermire~~

~~–0–~~

~~1,336,068/74,600~~

~~152,301/32,078~~


~~(1)~~	Represents the difference between the Fair Market Value of the securities underlying the options or SARs and the exercise or base price of the option or SAR at exercise. Fair Market Value is calculated asusing the average of the high and low ~~prices for~~sales price of our common shares on the trading day immediately before the day the award was approved by the Committee. This practice is in compliance with our 2005 Equity and Performance Incentive Plan. The award of stock-settled SARs that was granted on March 6, 2008 to the Named Executive Officers was priced using the average of the high and low sales price on the trading day immediately before the date of ~~exercise.~~grant ($6.765). Mr. Patterson’s award of SARs was made upon his hire and was granted under our 2008 Equity and Performance Incentive Plan, which was approved by shareholders in May, 2008. This plan provides that the exercise price of SARs is set using the closing market price on the date of grant, which was $7.72 for Mr. Patterson’s award.

(7)		This represents the grant date fair value of each equity-based award, computed in accordance with SFAS 123(R).

Set forth below is narrative disclosure relating to the Summary Compensation Table and the 2008 Grants of Plan-Based Awards table.

Senior Executive Annual Incentive Plan

Annual cash incentives were granted in 2008 under our Annual Plan and are based on achievement of performance goals relating to company operating income, and company-controlled cash flow (for the corporate staff participants) and business unit operating income, company operating income and company-controlled cash flow (for Messrs. Baert and Rademacher). Achievement of a performance goal at the threshold level results in payment of 50% of the targeted award for that performance goal; achievement of a performance goal at the target level results in a payment of 100% of the targeted award for that performance goal; and, achievement at the maximum level or greater results in payment of 200% of the targeted award for that goal. In no event will a Named Executive Officer receive an award that exceeds the plan maximum of $2,000,000. If performance falls between the levels, the award payouts are interpolated. For a more detailed discussion of our annual incentive plan, see “Compensation Discussion and Analysis — Elements of Compensation — Annual Incentive.”

Cash-Settled Performance Units

Cash-settled performance units were granted in 2008 to all of our Named Executive Officers, except for Mr. Patterson, under our 2005 Equity and Performance Incentive Plan and are based on achievement of performance goals, over a three-year period, relating to earnings per share. If we achieve performance at the threshold level, 50% of the performance units will be earned; if we achieve performance at the targeted level, 100% of the performance units will be earned; and, if we achieve performance at the maximum level or greater, 200% of the performance units will be earned. If performance falls between the levels, the number of performance units earned is

interpolated. For a more detailed discussion of the performance units granted in 2008, see “Compensation Discussion and Analysis — Elements of Compensation — Long-Term Incentive — Awards Granted in 2008 — Cash-Settled Performance Units.”

Stock-Settled SARs

In 2008, our Compensation and Governance Committee granted stock-settled SARs to the Named Executive Officers. These SARs have a term of seven years and vest one-third on each of the first three anniversaries of the date of grant. For a more detailed discussion of the stock-settled SARs granted in 2008, see “Compensation Discussion and Analysis — Elements of Compensation — Long-Term Incentive — Awards Granted in 2008 — Stock-Settled SARs.”

Restricted Stock Units (RSUs)

In 2008, our Compensation and Governance Committee granted RSUs to the Named Executive Officers. The RSUs vest on the third anniversary of the grant date. For a more detailed discussion of the RSUs granted in 2008, see “Compensation Discussion and Analysis — Elements of Compensation — Long-Term Incentive — Awards Granted in 2008 — RSUs.”

Employment Agreements

We do not have employment agreements with any of our Named Executive Officers, except for Mr. Newlin. Mr. Newlin’s Employment Agreement is described in detail in the “Compensation Discussion and Analysis — Employment Agreement of the Chief Executive Officer” and the “Potential Payments Upon Termination orChange-in-Control” sections of this proxy statement.

2008 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Option/SAR Awards Stock Awards
Equity

Incentive Plan

Number of
Number of
Awards: Number of

Securities
Securities
Securities
Market Value

Underlying
Underlying
Underlying
Option/
Number of Shares
of Shares or

Unexercised
Unexercised
Unexercised
SARs
Option/
or Units of Stock
Units of Stock

Options
Options/SARs
Unearned
Exercise
SARs
That Have Not
That Have Not

(#)
(#)
Options/SARs
Price
Expiration
Vested
Vested

Name Exercisable⁽¹⁾ Unexercisable (#) ($) Date (#) ($)⁽²⁾
B. Baert 12,600 ⁽⁴⁾ 39,690

18,600 ⁽¹⁰⁾ 8.9400 1/4/2012

25,000 ⁽⁵⁾ 12,500 ⁽⁵⁾ 6.5100 1/3/2013

53,100 ⁽⁶⁾ 6.5850 3/7/2014

31,200 ⁽⁷⁾ 6.7650 3/5/2015

6,969 0 10.6250 11/30/2009

200 0 9.0000 9/4/2010

41,000 0 8.7000 2/27/2011

47,500 0 12.2200 3/25/2012

(1) This column shows the fully-exercisable stock options and SARs granted to the Named Executive Officers prior to the last fiscal year.

(2) Based on the closing price of a common share of PolyOne of $6.43 as reported on the New York Stock Exchange on December 30, 2005. The ultimate realization of profit, if any, on the sale of common shares underlying the option is dependent upon the market price of ~~the~~our common shares on the last trading day of the 2008 fiscal year, December 31, 2008 ($3.15).
(3) These shares of restricted stock vest on the third anniversary of the date of ~~sale.~~grant.
(4) These RSUs were granted in 2008 and vest on the third anniversary of the date of grant.
(5) These stock-settled SARs were granted in 2006 and vest upon the attainment of target prices (sustained for three consecutive trading days) for our common shares as follows: 1/3 @ $7.50; 1/3 @ $8.50; and1/3 @ $10.00. In no event may the SARs vest sooner than one year from the date of grant.
(6) These stock-settled SARs were granted in 2007 and vest upon the attainment of target prices (sustained for three consecutive trading days) for our common shares as follows: 1/3 @ $7.24; 1/3 @ $7.90; and1/3 @ $8.56. In no event may the SARs vest sooner than one year from the date of grant.
(7) These stock-settled SARs were granted in 2008 and vest one-third on each of the first three anniversaries of the date of grant.
(8) The stock-settled SARs granted to Mr. Wilson in 2005 became fully vested due to his separation from service and retirement eligibility under the terms of those awards.
(9) One-third of the stock-settled SARs granted to Mr. Wilson vested due to his separation from service and retirement eligibility under the terms of those awards within six months of the vesting date. The remaining two-thirds were cancelled.
(10) These stock-settled SARs were granted in 2005 and vest upon the attainment of target prices (sustained for three consecutive trading days) for our common shares as follows: 1/3 @ $9.84; 1/3 @ $10.73; and 1/3 @ $11.63.

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17

~~Long-Term Incentive Plan Awards in Last Fiscal Year~~2008 PENSION BENEFITS

Performance or Estimated Future Payouts Under
Other Period Non-Stock Price-Based Plans
Value of Until Maturation
Name Award($)(1) or Payout(2) Threshold($)(3) Target($)(4) Maximum($)(5)

W. F. Patient –0– n/a –0– –0– –0–
W. D. Wilson 304,900 3/15/08 152,450 304,900 609,800
W. C. Shiba 238,300 3/15/08 119,150 238,300 476,600
M. L. Rademacher 202,400 3/15/08 101,200 202,400 404,800
K. M. Smith 213,500 3/15/08 106,750 213,500 427,000
T. A. Waltermire(6) 1,113,600 3/15/08 556,800 1,113,600 2,227,200

Present Value of

Number of Years
Accumulated
Payments During Last
Credited Service
Benefit
Fiscal Year
Name Plan Name (#) ($) ($)
S.D. Newlin Supplemental Retirement benefit under Letter Agreement — 4,341,255⁽¹⁾ 0

R.M. Patterson N/A — — —

W.D. Wilson
PolyOne Merged Pension Plan⁽²⁾
24.9 589,172⁽²⁾ 0

The Geon Company Section 401(a)(17) Benefit Restoration Plan⁽²⁾
24.9 854,017⁽²⁾ 0

K. M. Smith
PolyOne Merged Pension Plan⁽²⁾⁽³⁾
17.4 371,675⁽²⁾⁽³⁾ 0

The Geon Company Section 401(a)(17) Benefit Restoration Plan⁽²⁾⁽⁴⁾
17.4 473,654⁽²⁾⁽⁴⁾ 0

M.L. Rademacher N/A — — —

B. Baert N/A — — —

(1) ~~Performance share awards were granted~~ The Present Value of Accumulated Benefit shown above for Mr. Newlin is the lump-sum value as of December 31, 2008 of the annual benefit payment earned as of December 31, 2008 that will be payable under Mr. Newlin’s Amended and Restated Letter Agreement, dated as of July 16, 2008, providing for a15-year certain and continuous life annuity beginning at age 58.6. Lump sum payments are not allowed under the ~~PolyOne Corporation 2000 Stock Incentive Plan as part~~plan. The assumptions used to determine the lump-sum value are a discount rate of ~~PolyOne’s long-term incentive plan, entitling each named executive~~6.64% and a post-retirement mortality using the RP-2000 Combined Healthy Mortality Tables for males projected by scale AA to a specific number of shares. Performance shares vest only to the extent that management goals for (1) cash flow, (2) return on invested capital (“ROIC”), and (3) level of Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) in relation to debt are achieved over the next three years. The number of performance shares awarded for the ROIC component will be adjusted based on a comparison of PolyOne’s ROIC to a peer group index. The value of the performance share award payable to each named executive, for achievement of the targeted level, is based on the number of shares granted multiplied by $8.54 (the average closing price for the~~60-day~~2009. trading period ending December 31, 2004). The number of performance shares awarded to each named executive is as follows: W.F. Patient 0 shares; W.D. Wilson 35,700 shares; W.C. Shiba 27,900 shares; M.L. Rademacher 23,700 shares; K.M. Smith 25,000 shares; and T.A. Waltermire 130,400 shares.

(2) The ~~performance period during which the performance~~Present Value of ~~cash flow~~Accumulated Benefit shown above for each plan for Messrs. Wilson and ~~level of EBITDA in relation to debt will be measured for purposes of determining share distribution~~Smith is the ~~three-year period commencing on January 1, 2005 and ending on~~lump-sum value as of December 31, ~~2007. The ROIC metric will be measured at the end~~2008 of the ~~performance period. Performance share distributions, if any, will~~monthly pension benefit earned as of December 31, 2008 that would be ~~paid~~payable under that plan for Messrs. Wilson’s and Smith’s life beginning at age 62 (the earliest age prior to the Normal Retirement Age of 65 when benefits can commence unreduced for early retirement). Lump sum payments are not allowed under either plan. The assumptions used to determine the lump-sum value are a discount rate of 6.64% and a post-retirement mortality using the RP-2000 Combined Healthy Mortality Tables for males projected by ~~March 15, 2008.~~Scale AA to 2009. No pre-retirement decrements are assumed.

(3) ~~Refers to~~ Mr. Smith’s Number of Years Credited Service includes four additional years of pension service discussed in the ~~amount payable if threshold levels are met for each~~narrative following the 2008 Pension Benefit table. Without the four additional years of pension service, the Present Value of Accumulated Benefit would have been $286,340 instead of the ~~three equally weighted performance measurements. The threshold values~~$371,675 shown ~~above are indicative of a 50% payout for each metric, and~~in the levels for each measurement are as follows: Cash flow refers to the cumulative amounts for 2005 — 2007 that are less than the targeted level but above the threshold level. If the cumulative cash flow for 2005 — 2007 is less than the threshold level, then no amount is payabletable. Subsequent earnings under the plan for this metric. ROIC must be greater than threshold to receive a payout of any amount,. The ROIC measurement is adjusted by the performance of a peer group index. For every percentage point difference between PolyOnequalified and ~~the peer group average, 15%~~non-qualified plan will be added to (or subtracted from) the absolute percentage. The level of EBITDA in relation to debt is less than the targeted level but above the threshold level during the performance period. No amount is payable under the plan for this metric if the level of EBITDA in relation to debt does not meet this threshold.frozen effective March 20, 2009.

(4) ~~Refers to the amount payable if PolyOne’s (1) cash flow; (2) ROIC; and (3) level of EBITDA in relation to debt are equal to the targeted levels for all measurements, respectively.~~
~~(5)~~ ~~Refers to the amount payable if PolyOne’s (1) cash flow; (2) ROIC; and (3) level of EBITDA in relation to debt meet or exceed the maximum levels for all measurements, respectively.~~
~~(6)~~ Mr. ~~Waltermire is entitled to receive one-third~~Smith’s Number of ~~any earned performance shares and performance cash payable for~~Years Credited Service includes four additional years of pension service discussed in the ~~2005-2007 performance period as more fully described~~narrative following the 2008 Pension benefit table. Without the four additional years of pension service, the Present Value of Accumulated Benefit would have been $364,905 instead of the $473,654 in the table. Subsequent earnings under the ~~section entitled “Separation Agreement with Mr. Waltermire.”~~qualified and non-qualified plan will be frozen effective March 20, 2009.
18
~~Retirement Pensions~~
~~The following table shows the total estimated annual pension benefits payable to certain~~As a result of the ~~executives named in the Summary Compensation Table. These executives are eligible to receive pension payments under a plan~~continuation of plans that existed prior to the consolidation of Geon and M.A. Hanna, we maintain two defined benefit plans for those employees who were with those companies at the time of the consolidation. As of December 31, 1999, both plans were closed to new participants. Only Messrs. Wilson and Smith participate in these Pension Plans.
One plan is The PolyOne Merged Pension Plan, which provides funded, tax-qualified benefits subject to the limits on compensation and benefits under the Internal Revenue Code (the ~~“Plan”~~“Qualified Plan”). The other plan is The Geon Company Section 401(a)(17) Benefit Restoration Plan (the “Benefit Restoration Plan”), which provides unfunded, non-qualified benefits that are in addition to

41

those offered under the Qualified Plan. The Benefit Restoration Plan benefits are calculated under a formula similar to that of the Qualified Plan, but without the compensation and benefit limits imposed by the Internal Revenue Code on qualified plans. The benefits under the Benefit Restoration Plan are offset by benefits provided under the Qualified Plan. The Qualified Plan makes available a pension that is paid from funds in trust provided through contributions by ~~PolyOne and contributions by~~us. Any pension benefit provided under the ~~executive, if any, made prior to 1972.~~ Benefit Restoration Plan is paid from our general assets.

The amount of the executive’s pension depends on a number of factors including Final Average Earnings ~~(“FAE”)~~(FAE) and years of credited ~~company service to PolyOne. Effective January 1, 2003, service under the Plan was frozen. Effective January 1, 2005, earnings under the Plan were frozen.~~

~~The table shows the annual pension amounts currently available based on the combinations of~~Benefit Service. FAE and years of credited service shown and should be read in conjunction with the accompanying notes. 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” (as defined by the Social Security Administration) 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 table and discussion of retirement benefits apply as of December 31, 2005.

~~Pension Plan Table~~

Final Years Of Credited Service(1)
Average
Earnings($) 10(2) 15(2) 20(2) 25 30

300,000 64,715 87,828 110,940 115,563 138,675
400,000 87,115 118,228 149,340 155,563 186,675
500,000 109,515 148,628 187,740 195,563 234,675
600,000 131,915 179,028 226,140 235,563 282,675
700,000 154,315 209,428 264,540 275,563 330,675
800,000 176,715 239,828 302,940 315,563 378,675
900,000 199,115 270,228 341,340 355,563 426,675
1,000,000 221,515 300,628 379,740 395,563 474,675
1,100,000 243,915 331,028 418,140 435,563 522,675
1,200,000 266,315 361,428 456,540 475,563 570,675


~~(1)~~	As of December 31, 2005, the following executives had the following years of credited service under the Plan or subsidiary plans or supplemental agreements: W.D. Wilson, 24 years, 11 months; K.M. Smith, 13 years, 5 months; and T.A. Waltermire, 28 years, 6 months. Mr. Patient is currently receiving pension payments as reported under the column entitled “All Other Compensation” in the Summary Compensation Table. Ms. Shiba and Mr. Rademacher do not participate in a pension plan.

~~(2)~~	~~Includes an additional 4 years of service applicable to pre-January 1, 1990 employees.~~

The Plan uses a “final average earnings” formula to compute the amount of an employee’s pension, applying the formula which produces the higher amount. The table 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 determined 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~~us in the qualified savings plans. ~~As of~~The annual salary and bonus for the current year for the Named Executive Officers is indicated in the Summary Compensation Table.

The Qualified Pension Plan and Nonqualified Pension Plan were frozen to new entrants effective December 31, ~~2005, final average~~1999. Benefit Service was frozen effective December 31, 2002 in both plans and, effective March 20, 2009, earnings under both plans will be frozen for all participants. We decided to freeze these plans following a comprehensive retirement benefits review, during which the Committee examined whether our retirement programs were consistent with company goals, including fairness to all associates and competitiveness in the marketplace. With this change, we will have a single and competitive retirement plan for ourU.S.-based employees.

The combined Plans generally provide a benefit of 1.15% of FAE, times all years of pension service credit, plus 0.45% of FAE in excess of 2002 “covered compensation” (as defined by the Social Security Administration) 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 service credit of up to four years if actual pension service credit is less than 24 years. Benefits become vested after five years of service and are generally payable on a monthly lifetime basis starting at age 65.

A former employee can elect to commence vested benefit payments as early as age 55 in lieu of waiting to age 65. However, the benefit described above is subject to reduction in recognition of the additional payments that are received because of early commencement. The reduction for early retirement is determined differently depending on whether the former employee terminated employment before or after attaining age 55. If an employee terminates employment on or after age 55 and commences his or her benefit before age 62, the benefit payments would be reduced by 0.5% per month. If an employee terminates employment before age 55 and commences his or her benefit before age 65, the reduction is more severe and is determined on an actuarially equivalent basis. No reduction will occur if an employee (1) terminates employment on or after age 55 and commences his or her benefit on or after age 62 or (2) terminates employment before age 55 and commences his or her benefit at age 65.

The normal form of payment provides that an employee will receive his or her benefit on a lifetime payment with a minimum of 60 monthly payments guaranteed. Married participants receive payments in an actuarially equivalent 50% Joint and Survivor form. Other actuarially equivalent monthly lifetime forms of payments are available if elected by the participant with spousal agreement if married. Lump sum payments are not available.

In general, if a married, vested participant dies prior to commencing his pension benefit then the spouse is eligible to receive the benefit that would have otherwise been payable had the participant terminated employment on the day he died, survived to his Normal Retirement Date and

~~earnings~~
elected a 50% Joint and Survivor form of payment and then immediately died. The 50% Joint and Survivor provides the surviving spouse with monthly lifetime payments at the participant’s Normal Retirement Age equal to 50% of the benefit that otherwise would have been payable. Payments can commence prior to the participant’s Normal Retirement Age but may be reduced for ~~the following individuals were as follows: W.D. Wilson — $422,782; K.M. Smith — $308,943; and T.A. Waltermire — $981,771.~~early commencement.
~~In computing~~
Mr. Newlin is also eligible for supplemental retirement benefits as described more fully in the ~~pension~~“Compensation Discussion and Analysis — Elements of Compensation — Retirement Benefits” section of this proxy statement.
2008 NONQUALIFIED DEFERRED COMPENSATION

Executive
Registrant
Aggregate
Aggregate

Contributions
Contributions in
Earnings
Withdrawals/
Aggregate Balance

in Last FY⁽¹⁾ Last FY⁽²⁾ in Last FY⁽³⁾ Distributions⁽⁴⁾ at Last FYE⁽⁵⁾
Name ($) ($) ($) ($) ($)
S.D. Newlin $ 75,382 $ 82,231 $ 14,770 $ 0 $ 404,188

R.M. Patterson 38,308 12,000 (8,769 ) 0 41,539

W.D. Wilson 49,125 26,788 (150,522 ) (284,766 ) 307,440

K.M. Smith 13,442 23,330 (35,438 ) 0 208,085

M.L. Rademacher 63,630 25,040 (140,380 ) 0 403,432

B. Baert — — — — —

(1) These amounts reflect actual amounts earned by the Named Executive Officers in 2008 that have been deferred on a voluntary basis. The amounts reflected in this column are included in the Summary Compensation Table as follows:

2007 “Non-Equity
Incentive Plan
2008 “Salary”
Compensation”
Column Column
S.D. Newlin $ 41,192 $ 34,190

R.M. Patterson 38,308 —

W.D. Wilson 28,928 20,197

K.M. Smith 13,442 —

M.L. Rademacher 38,653 24,977

B. Baert — —

(2) This column contains contributions by us in the last fiscal year under our non-qualified retirement plan, the PolyOne Supplemental Retirement Benefit Plan, which provides for benefits in excess of amounts permitted to be contributed under our qualified retirement plan, as follows: (a) our cash contributions in amounts equal to 100% on the first 3% of employee contributions plus 50% on the next 3% of employee contributions (the “Company Match”); (b) a retirement contribution by us in an amount equal to 2% of eligible earnings (the “Retirement Contribution”); and (c) for Messrs. Wilson and Smith (as heritage employees), an additional automatic company-paid contribution in the amount of 4% and 3.25%, respectively (the “Transition Contribution”). Mr. Baert does not currently participate in this plan or any other non-qualified deferred compensation plan. The following table breaks out the contributions made by us in 2008 under each of the types of contributions described above:

43

Company Contribution Newlin Patterson Wilson Smith Rademacher Baert
Company Match 56,537 11,492 14,738 10,081 19,089 —

Retirement Contribution 25,694 508 4,017 5,047 5,951 —

Transition Contribution — — 8,033 8,202 — —

All of these amounts ~~shown, it was assumed~~are included in the “All Other Compensation” column of the Summary Compensation Table.
(3) Because amounts included in this column do not include above-market or preferential earnings, none of these amounts are included in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table.
(4) Subsequent to his separation from service, Mr. Wilson’s balance of $170,760 in his Geon Company Section 401(a)(17) Benefit Retirement Plan was distributed to him under the provisions of the plan and he elected to withdraw a portion of his balance ($114,006) from the PolyOne Supplemental Retirement Benefit Plan.
(5) A portion of the balance reflected in the table represents amounts earned by the executives, which they have elected to defer on a voluntary basis. Certain of the Named Executive Officers also have balances in frozen non-qualified deferred compensation plans sponsored by our predecessor companies, Geon and M.A. Hanna. These plans are The Geon Company Section 401(a)(17) Benefit Restoration Plan and the M.A. Hanna Company Supplemental Retirement Benefit Plan. These amounts are reflected in the table.
We currently offer participation in a non-qualified deferred compensation retirement plan, called the PolyOne Supplemental Retirement Benefit Plan. This plan is an unfunded, nonqualified plan that ~~an employee would retire at age 65~~provides benefits similar to our Qualified Savings Plan, but without Internal Revenue Code contribution and earnings limitations. The Named Executive Officers are permitted to elect to ~~receive a five-year certain~~defer up to 50% of their salary and ~~continuous annuity~~annual bonus into the plan. The amounts deferred are credited to accounts selected by the executive that mirror the investment alternatives available in our qualified retirement plan, except that participants cannot elect the PolyOne stock fund with respect to amounts deferred under the ~~Plan~~non-qualified plan. Each Named Executive Officer who is a participant in the supplemental plan is 100% vested in that portion of his or her account that is attributable to elective deferrals, the Transition Contribution (as defined above) and ~~that~~ the ~~employee would not elect any of~~Company Match (as defined above). Effective March 20, 2009, the ~~available “survivor options,” which would result~~Transition Contribution will be eliminated for all participants. Further, Named Executive Officers who are participants in ~~a lower annual pension. If an employee elects to retire between~~ the ~~ages of 55 and 64,~~plan are vested in the ~~employee would receive a reduced pension amount. The reduced amount is determined based on factors such as age at retirement and~~Retirement Contribution (as defined above) upon three years of service. ~~Pensions are not subject to any reduction for Social Security or any other offset amount. Benefits shown in the table that exceed the level of benefits permitted~~A Named Executive Officer’s vested accounts will commence to be paid ~~from~~to such executive within 30 days of the date of the executive’s termination of employment with us in the form of payment selected by the executive (lump sum payment or payment in installments over a ~~tax-qualified pension plan under~~period not exceeding 10 years) on an election form received by us.
The PolyOne Supplemental Retirement Benefit Plan and the frozen legacy plans are subject to the rules of Section 409A of the Internal Revenue Code, which restricts the timing of distributions. Thus, payment, or commencement of payment, to the Named Executive Officers of their accounts may need to be delayed by six months from such executive’s “separation from service” with us.
POTENTIAL PAYMENTS UPON TERMINATION ORCHANGE-IN-CONTROL
Our Named Executive Officers’ employment may be terminated under several possible scenarios. In certain of these scenarios, our plans, agreements, arrangements or typical practices would provide severance benefits in varying amounts to the executive. We do not have employment agreements with any of our Named Executive Officers, other than Mr. Newlin. We do have
44

Continuity Agreements with each of our Named Executive Officers, which provide for specified benefits upon a termination of employment following a change of control and ~~certain additional~~each of our Named Executive Officers, other than Mr. Newlin, participate in our Executive Severance Plan. Further, our plans, agreements and arrangements may provide for specified benefits ~~not payable under the qualified pension plan because~~upon a change of ~~certain exclusions from compensation taken into account thereunder,~~control (or for acceleration of such benefits). Severance and other benefits that are payable upon a termination of employmentand/or upon a change of control are described below. The tables following the narrative discussion summarize the amounts payable upon termination or a change of control under ~~an unfunded, non-qualified benefits restoration pension plan.~~certain circumstances, assuming that the executive’s employment terminated on December 31, 2008.

~~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 require 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 17,000.

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 share ownership levels.

~~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 representation from certain reporting persons, we believe that, during 2005, all Section 16(a) filing requirements applicable to its executive officers, Directors and 10% shareholders were satisfied.

Management Continuity Agreements

Messrs. Newlin, ~~Wilson,~~Patterson, Smith, Rademacher and ~~Smith and Ms. Shiba~~Baert are parties to ~~management continuity agreements~~Continuity Agreements with ~~PolyOne (the “Continuity Agreements”).~~us. 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~~our outstanding securities (subject to certain exceptions);

	•	there is a change in the majority of ~~the~~our Board of ~~Directors of PolyOne;~~Directors;

	•	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.

The Continuity Agreements generally provide for the continuation of employment of the individuals (for a period of two or three years, depending on the executive) 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~~Named Executive Officer’s employment is terminated by ~~PolyOne~~us or a successor for reasons other than “cause” or is terminated voluntarily by the individual for “good ~~reason” (in each case as defined in~~reason,” generally the Continuity ~~Agreements), generally~~Agreements provide that the individual would be entitled to receive:


	•	~~compensation for~~ a ~~period~~lump sum payment of ~~up to~~two or three years ~~commencing at the individual’s~~of base salary, ~~rate in effect at~~depending on the ~~time of the termination;~~executive;

	•	a payment of up to two or three times (depending on the ~~“target~~executive) the executive’s targeted annual incentive ~~amount” (as defined in the Continuity Agreements)~~amount in effect prior to the change inof control;

	•	~~the continuation~~reimbursement for costs of ~~all~~ employee health and welfare benefits for up to two or three ~~years;~~years (depending on the executive) equal to the difference between (1) the amount the executive is required to pay for such coverage and (2) the amount the executive would have been required to pay if he had paid the same percentage of the cost that a similarly situated employee would pay as of the date of the executive’s termination of employment, plus reimbursement for any taxes imposed as a result of the reimbursement for health care coverage;

	•	a financial ~~planning services for one year;~~planning/tax preparation allowance equal to the annual financial planning/tax preparation allowance the executive was entitled to receive prior to the change of control;

	•	a payment based on the ~~incremental cash value of counting for purposes of~~difference between what the executive is entitled to receive under certain retirement plans ~~up to~~and what the executive would have received under such retirement


		plans if he had accumulated two or three (depending on the executive) additional years of ~~covered compensation;~~service under such plans;


	•	a lump sum payment equal to the company contributions required to be made to certain retirement plans on behalf of the executive for the year of the change of control or the year of termination; and

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

All of the ~~individual’s employment~~above severance benefits would be paid to the executive in accordance with, and at times permitted by, Section 409A of the Internal Revenue Code.

Under the terms of the Continuity Agreements, “cause” is ~~terminated by PolyOne~~defined generally to include: (1) following notice and an opportunity to cure, the willful and continued failure of the executive to substantially perform his duties, which causes material and demonstrable injury to the company; or ~~a successor for “cause” or is terminated voluntarily~~(2) the willful engaging by the ~~individual~~executive in other gross misconduct materially and demonstrably injurious to the company.

Further, under the terms of the Continuity Agreements, “good reason” is defined generally to include:


	•	changes in duties, responsibilities, reporting relationships and status that constitute a material demotion;

	•	the assignment of duties or responsibilities that are materially inconsistent with, or materially and adversely change, the executive’s positions, duties, responsibilities or reporting relationships and status;

	•	a reduction in base salary or target incentive;

	•	the failure to continue employee benefits or perquisites on a substantially equivalent basis;

	•	the requirement to change the principal location of the executive’s work, which results in an additional commute of more than 50 miles;

	•	the requirement for increased travel (one-third more) away from the executive’s office;

	•	the failure of a successor to assume the Continuity Agreement; or

	•	a termination of employment that does not comply with the Continuity Agreement.

For the Chief Executive Officer, “good reason” also includes his election to terminate employment for ~~reasons other than for “good~~any reason” during the ~~individual~~30-day period immediately following the first anniversary of the change of control.

To the extent a payment or benefit that is ~~not~~paid or provided under a Continuity Agreement would also be paid or provided under the terms of another plan, program, agreement, arrangement or legal requirement, the executive would be entitled to ~~the benefits set forth above and is entitled to compensation earned through the date of termination of his or her employment.~~

~~PolyOne and Mr. Waltermire agreed that Mr. Waltermire’s Separation Agreement, described below, superceded and replaced~~payment under the Continuity Agreement ~~that had been~~or such other applicable plan, program, agreement, arrangement or legal requirement, whichever provides for greater benefits, but would not be entitled to benefits under both the Continuity Agreement and such other plan, program, agreement, arrangement or legal requirement.

In addition, in ~~place between PolyOne~~order to receive payment and ~~Mr. Waltermire.~~benefits under the Continuity Agreement, the Named Executive Officer must execute a release of claims against us and is subject to confidentiality, non-compete and non-solicitation covenants for two or three years (depending on the executive).

Employment Agreement with Mr. Newlin

~~On February 13, 2006, PolyOne~~

We have entered into a letter agreement with Stephen D. Newlin, pursuant to which Mr. Newlin agreed to serve as ~~PolyOne’s~~our Chairman, President and Chief Executive ~~Officer, with a start date on or before February 21, 2006.~~Officer. The ~~agreement provides for Mr. Newlin’s initial base salary of $700,000, a signing bonus and for Mr. Newlin’s participation in~~

~~PolyOne’s various long term incentive and benefit plans in effect from time to time during the term of his employment.~~

~~In addition, the~~ agreement provides that if (i) Mr. Newlin’s employment is terminated by ~~PolyOne~~us without serious cause (as defined in ~~the PolyOne~~our Employee Transition Plan), (ii) Mr. Newlin is not otherwise entitled to receive benefits under his ~~Management~~ Continuity Agreement (discussed above) and (iii) Mr. Newlin agrees to standard non-compete and non-solicitation covenants for a period of 36 months following the date of termination, Mr. Newlin will be entitled to 36 months of salary continuation, car allowance and financial planning/tax preparation allowance, a pro-rated annual incentive amount as earned for the year in which the termination of employment occurs and 18reimbursement for the costs previously paid by us while Mr. Newlin was employed for the continued coverage for 24 months ~~of continuation~~ in ~~PolyOne’s~~our medical and dental plans (but not life insurance, short-term disability or long-term disability) ~~and an amount equal~~, plus any taxes imposed as a result of such reimbursement.

Mr. Newlin is also entitled to ~~the financial equivalent of six additional months of continuation in such medical and dental plans.~~

~~If Mr. Newlin’s~~supplemental retirement benefits under his Letter Agreement if his employment is involuntarily terminated ~~without serious cause prior to February 21, 2009,~~other than for Serious Cause or if Mr. Newlin terminates employment for “Good Reason” (as defined above) following a change of control. For this purpose, Serious Cause has the meaning ascribed to such term in the PolyOne Employee Transition Plan as amended from time to time, and also includes any breach of the Letter Agreement or certain other agreements between us and Mr. Newlin. These supplemental retirement benefits are described more fully in the “Compensation Discussion and Analysis — Elements of Compensation — Retirement Benefits” section of this proxy statement.

W. David Wilson Severance Payments

On September 9, 2008, Mr. Wilson terminated from service. Consistent with our Executive Severance Plan, Mr. Wilson receives two years of base salary ($732,000), earned incentives under the Annual Plan through his termination date ($110,876), continued medical, dental and vision for two years ($16,533), gross up of employer contributions towards coverage ($12,341) and outplacement benefits for one year ($9,000). In addition, Mr. Wilson also agreed to act as a consultant through the end of 2008 and received $14,940. Mr. Wilson’s consulting arrangement is described more fully in the “Compensation Discussion and Analysis — Termination Payments for Other Named Executive Officers” section of this proxy statement.

Executive Severance Plan

On May 25, 2006, our Compensation and Governance Committee approved the adoption of the Executive Severance Plan. The Executive Severance Plan provides for severance payments to our executive officers and other elected officers upon certain terminations of employment.

For the Named Executive Officers other than Mr. Newlin, the Executive Severance Plan provides that, if we terminate the employment of a Named Executive Officer for any reason other than cause, the Named Executive Officer will be entitled to ~~an additional cash payment, which payment increases each year during the three-year period. If Mr. Newlin is terminated on or following February 21, 2009, there is no additional cash payment.~~

~~Separation Agreement with Mr. Waltermire~~receive:

~~On December 21, 2005, PolyOne entered into a Separation Agreement with Thomas A. Waltermire, effective October 6, 2005. Pursuant~~


	•	salary continuation payments in an amount equal to two times the Named Executive Officer’s base salary;

	•	a pro rata payment of his annual bonus for the year of termination;

	•	reimbursement for the costs previously paid by us for continued coverage for two years in our medical, dental and vision plans plus any taxes imposed as a result of such reimbursement; and

	•	fees for outplacement benefits for a period of 12 months.

We do not have to ~~the Separation Agreement, Mr. Waltermire resigned his positions as President and Chief~~make payments to any Named Executive Officer ~~of PolyOne and as a member of~~under the ~~Board of Directors. Under the Separation Agreement, Mr. Waltermire~~Executive Severance Plan if he is entitled to receive ~~severance payments for the period beginning October 6, 2005~~payment under a Continuity Agreement discussed above. In addition, in order to receive payment and ending October 5, 2008 as follows: on April 7, 2006, he will receive (a) a lump sum payment of $371,258 and after that, will receive his regular base salary and car allowance in bi-weekly payments, in accordance with regular payroll practices; (b) his annual bonus for 2005 of $208,942, as earnedbenefits under the Executive Severance Plan, the

Named Executive Officer must execute a release of claims against us and is subject to confidentiality, non-compete, non-solicitation and non-disparagement covenants during the two-year severance period.

Senior Executive Annual Incentive ~~Plan; (c) under~~Plan

The Annual Plan provides opportunities to our ~~long-term~~key executives to receive incentive ~~plans,~~compensation as a reward for high levels of performance above the ~~full amount~~ordinary performance standards compensated by base salary, without limiting our ability to deduct that expenditure for federal income tax purposes. Currently, all of ~~any earned performance shares and performance~~our Named Executive Officers participate in the Annual Plan. The Annual Plan provides that, if a change of control occurs, we are required to pay each participant an interim lump-sum cash ~~awards payable for the 2003-2005 performance period; (d) a lump sum~~ payment ~~of $45,880~~ equal to the ~~value~~product of ~~life insurance~~the number of months that have elapsed in the calendar year prior to the change of control and ~~long-term disability benefits during~~one-twelfth of the ~~three-year severance period; and (e)~~participant’s target annual incentive award in effect prior to the change of control. We have the obligation to make a ~~lump sum~~final payment under the terms of ~~$35,540,~~the Annual Plan for the plan year in which is the ~~present value~~change of ~~financial planning and tax preparation services during the three-year severance period. In addition, Mr. Waltermire is entitled to receive one-third of~~control occurs, but may offset the amount of any ~~earned performance shares and performance cash payable for~~interim payment made.

Under the 2005-2007 performance period by the 15th day of the third month following the end of the performance period. Mr. Waltermire is eligible for continuation of coverage under our medical and dental plans until April 6, 2007 and will receive a lump sum payment of $9,983 on April 7, 2006 equal to the present value of continued participation in our medical and dental plans from May 1, 2007 until October 5, 2008. PolyOne will reimburse Mr. Waltermire for the payment of legal fees in an amount not to exceed $7,500. Lastly, Mr. Waltermire is entitled to receive outplacement services, paid for by PolyOne, to be completed by December 31, 2007.

~~In the event of~~Annual Plan, a change of control ~~during the three-year severance period, any payments and benefits remaining due~~is deemed to ~~Mr. Waltermire under this agreement would be accelerated and the present value~~have occurred if:


	•	any person becomes the beneficial owner of 20% or more of the combined voting power of our outstanding securities (subject to certain exceptions);

	•	there is a change in the majority of our Board of Directors;

	•	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.

Equity/Long-Term Incentive Awards

Each of the agreements evidencing outstanding awards of restricted stock, stock options, stock appreciation rights and performance units provides that the vesting of such award will accelerate upon a change of control. For this purpose a “change of control” is defined, in some instances, the same as in the Annual Plan and, in other instances, the same as in the Continuity Agreements.

Retirement Benefits

Our defined benefit retirement benefit plans applicable to Messrs. Wilson and Smith also have provisions relating to the termination of the participants’ employment with us. Mr. Newlin’s supplemental retirement benefit under his Letter Agreement also has provisions relating to the termination of his employment with us. These payments ~~would be paid to Mr. Waltermire~~are described more fully in the disclosure provided in connection with the 2008 Pension Benefits table contained in this proxy statement.

Payments and Benefits Upon Termination — As of the End of Fiscal Year 2008

The following tables summarize the amounts payable upon termination under specified circumstances or upon a ~~single lump sum. In addition, Mr. Waltermire agreed not to compete with us or solicit PolyOne employees during~~change of control. The data in the ~~three-year severance period. Mr. Waltermire provided us with a release from any~~tables assumes that each triggering event listed in the tables occurred on December 31, 2008 and ~~all claims, demands, suits and causes~~that the stock price for our common shares is $3.15, the closing sales price of ~~action against us.~~our common shares on December 31, 2008.

~~Agreement with Mr. Patient~~STEPHEN D. NEWLIN

On October 14, 2005, as a result of Mr. Waltermire’s resignation as the President and Chief Executive Officer of PolyOne, Mr. Patient and PolyOne entered into an agreement, effective October 6, 2005, which provided that Mr. Patient would serve as Chairman, President and Chief Executive Officer of PolyOne until the date that a successor Chairman, President and Chief Executive Officer was elected. Under this Agreement, for his continuing service as a Director, Mr. Patient would continue to receive the compensation he received as a non-employee Director of $100,000, quarterly in arrears, consisting of a cash retainer of $50,000 and an award of $50,000 in value of fully vested common shares. In addition, Mr. Patient would receive an annual fee of $300,000, quarterly in arrears and prorated for any period served that is less than a full calendar year, for his services as Chairman, President and Chief Executive Officer. This Agreement terminated on February 21, 2006 upon Mr. Newlin’s appointment as Chairman, President and Chief Executive Officer.

Voluntary

Termination or
Involuntary

Retirement⁽¹⁾ Involuntary
Termination

(No COC; or,
Termination
Involuntary
without Cause or

Following a COC,
with Cause
Termination
for Good Reason

without Good
(Including
without Cause
(Following a

Reason) Following a COC) Death/Disability (No COC) COC)
($) ($) ($) ($) ($)
Cash Severance Benefit
(salary continuation, multiple of annual incentive payments and additional cash payment for termination prior to 2/21/09) $ 0 $ 0 $ 0 $ 3,105,001 $ 5,685,001 ⁽⁸⁾

Annual Incentive for Year of Termination 0 0 0 700,650 700,650

Cash LTIP-Vesting of Performance Units 0 0 2,071,233 ⁽²⁾ 0 3,107,600

Equity Awards

- Restricted Stock / Units 0 0 730,363 0 991,305

- Unexercisable Stock Options/SARs 0 0 0 ⁽³⁾ 0 0

Other Benefits

- Continuation of Medical, Dental and Vision Benefits including taxgross-up 0 0 0 42,140 63,209

- Continuation of Other Benefits (car allowance; other welfare benefits) 0 0 0 45,255 15,085

- Financial Planning Services 0 0 0 39,000 13,000

- Outplacement Benefits 0 0 0 0 0

- Additional Company Contribution for Defined Contribution Plans Under the Management Continuity Agreement 0 0 0 0 335,400

Excise Tax Gross Up⁽⁴⁾ 0 0 0 0 5,000,713

SUB-TOTAL
(Benefits Triggered Upon a Termination of Employment) 0 0 2,801,596 3,932,046 15,911,963

PLAN BALANCES/VESTED BENEFITS

Defined Contribution Plan(s) Balances (includes the Retirement Savings Plan and the Supplemental Retirement Benefit Plan)⁽⁵⁾ 501,587 501,587 501,587 501,587 501,587

Present Value of Accrued Pension Benefit⁽⁶⁾ 0 0 3,158,119/
4,137,098 ⁽⁷⁾ 4,137,098 4,137,098

TOTAL
(Includes Benefits that are Vested and Currently Payable to the Executive) 501,587 501,587 6,461,302/
7,440,281 ⁽⁷⁾ 8,570,731 20,550,648

(1) Retirement is defined as the executive’s attainment of age 55 with five years of service.
(2) Assumes achievement of performance goals at the target level of performance.
(3) Assumes a constant share price of $3.15, the closing sales price of our common shares on December 31, 2008.
(4) This assumes that the presumption that any arrangement entered into within 12 months of a change of control is a parachute payment under Section 280G of the Internal Revenue Code is rebutted and, thus, the retirement benefit for Mr. Newlin is not considered a parachute payment for purposes of the calculations in the table.
(5) This row consists mainly of amounts contributed by the executive to a retirement benefit plan of the Company that otherwise would have been paid to the executive and includes amounts disclosed in the “Aggregate Balance at Last FYE” column of the 2008 Nonqualified Deferred Compensation table.
(6) The numbers shown in the table are illustrative only because lump sum payments are not available.
(7) The first number represents payments received upon death and the second number represents payments received upon disability.
(8) $525,001 of this amount is payable only upon involuntary termination without cause with a change of control.

49

ROBERT M. PATTERSON

KENNETH M. SMITH

Voluntary

Termination or
Involuntary

Retirement⁽¹⁾ Involuntary
Termination

(No COC; or,
Termination
Involuntary
without Cause or

Following a COC,
with Cause
Termination
for Good Reason

without Good
(Including
without Cause
(Following a

Reason) Following a COC) Death/Disability (No COC) COC)
($) ($) ($) ($) ($)
Cash Severance Benefit
(salary continuation, multiple of annual incentive payments $ 0 $ 0 $ 0 $ 672,000 $ 1,512,000

Annual Incentive for Year of Termination 0 0 0 140,389 140,389

Cash LTIP-Vesting of Performance Units 0 0 381,100 ⁽²⁾ 0 525,500

Equity Awards

- Restricted Stock Units 0 0 11,025 0 39,690

- Unexercisable Stock Options/SARs 0 0 0 ⁽³⁾ 0 0

Other Benefits

- Continuation of Medical, Dental and Vision Benefits including taxgross-up 0 0 0 42,212 64,386

- Continuation of Other Benefits (car allowance; other welfare benefits) 0 0 0 0 12,685

- Financial Planning Services 0 0 0 0 10,000

- Outplacement Benefits 0 0 0 9,000 0

- Additional Company Contribution for Defined Contribution Plans Under the Management Continuity Agreement 0 0 0 0 147,420

Excise Tax Gross Up 0 0 0 0 986,209

SUB-TOTAL
(Benefits Triggered Upon a Termination of Employment) 0 0 392,125 863,601 3,438,279

PLAN BALANCES/VESTED BENEFITS

Defined Contribution Plan(s) Balances (includes the Retirement Savings Plan and the Supplemental Retirement Benefit Plan)⁽⁴⁾ 445,355 445,355 445,355 445,355 445,355

Present Value of Accrued Pension Benefit⁽⁵⁾ 546,724 546,724 261,151/
546,724 ⁽⁶⁾ 546,724 546,724

TOTAL
(Includes Benefits that are Vested and Currently Payable to the Executive) 992,079 992,079 1,098,631/
1,384,204 ⁽⁶⁾ 1,855,680 4,430,358

(1) Retirement is generally defined as the executive’s attainment of age 55 with 10 years of service.
(2) Assumes achievement of performance goals at the target level of performance.
(3) Assumes a constant share price of $3.15, the closing sales price of our common shares on December 31, 2008.
(4) This row consists mainly of amounts contributed by the executive to a retirement benefit plan of the Company that otherwise would have been paid to the executive and includes amounts disclosed in the “Aggregate Balance at Last FYE” column of the 2008 Nonqualified Deferred Compensation table.
(5) The numbers shown in the table are illustrative only because lump sum payments are not available.
(6) The first number represents payments received upon death and the second number represents payments received upon disability.

51

MICHAEL L. RADEMACHER

Voluntary

Termination or
Involuntary
Involuntary

Retirement⁽¹⁾ Termination
Termination

(No COC; or,
with Cause
Involuntary
without Cause or

Following a COC,
(Including
Termination
for Good Reason

without Good
Following a
without Cause
(Following a

Reason) COC) Death/Disability (No COC) COC)
($) ($) ($) ($) ($)
Cash Severance Benefit
(salary continuation, multiple of annual incentive payments) $ 0 $ 0 $ 0 $ 640,000 $ 1,440,000

Annual Incentive for Year of Termination 0 0 0 204,663 204,663

Cash LTIP-Vesting of Performance Units 0 0 361,400 ⁽²⁾ 0 498,501

Equity Awards

- Restricted Stock Units 0 0 11,025 0 39,690

- Unexercisable Stock Options/SARs 0 0 0 ⁽³⁾ 0 0

Other Benefits

- Continuation of Medical, Dental and Vision Benefits including taxgross-up 0 0 0 28,147 42,932

- Continuation of Other Benefits (car allowance; other welfare benefits) 0 0 0 0 12,685

- Financial Planning Services 0 0 0 0 10,000

- Outplacement Benefits 0 0 0 9,000 0

- Additional Company Contribution for Defined Contribution Plans Under the Management Continuity Agreement 0 0 0 0 93,600

Excise Tax Gross Up 0 0 0 0 866,451

SUB-TOTAL
(Benefits Triggered Upon a Termination of Employment) 0 0 372,425 881,810 3,208,522

PLAN BALANCES/VESTED BENEFITS

Defined Contribution Plan(s) Balances (includes the Retirement Savings Plan and the Supplemental Retirement Benefit Plan)⁽⁴⁾ 597,384 597,384 597,384 597,384 597,384

Present Value of Accrued Pension Benefit 0 0 0 0 0

TOTAL
(Includes Benefits that are Vested and Currently Payable to the Executive) 597,384 597,384 969,809 1,479,194 3,805,906

(1) Retirement is generally defined as the executive’s attainment of age 55 with 10 years of service.
(2) Assumes achievement of performance goals at the target level of performance.
(3) Assumes a constant share price of $3.15, the closing sales price of our common shares on December 31, 2008.
(4) This row consists mainly of amounts contributed by the executive to a retirement benefit plan of the Company that otherwise would have been paid to the executive and includes amounts disclosed in the “Aggregate Balance at Last FYE” column of the 2008 Nonqualified Deferred Compensation table.

52

BERNARD BAERT⁽¹⁾

Voluntary

Termination or
Involuntary
Involuntary

Retirement⁽²⁾ Termination
Termination

(No COC; or,
with Cause
Involuntary
without Cause or

Following a COC,
(Including
Termination
for Good Reason

without Good
Following a
without Cause
(Following a

Reason) COC) Death/Disability (No COC) COC)
($) ($) ($) ($) ($)
Cash Severance Benefit
(salary continuation, multiple of annual incentive payments $ 0 $ 0 $ 0 $ 0 $ 0

Annual Incentive for Year of Termination 0 0 0 0 0

Cash LTIP-Vesting of Performance Units 346,200 0 346,200 ⁽³⁾ 346,200 507,900

Severance Pay Under Belgian Law⁽⁴⁾ 0 0 0 1,398,478 1,398,478

Equity Awards

- Restricted Stock Units 11,025 0 11,025 11,025 39,690

- Unexercisable Stock Options/SARs 0 0 0 ⁽⁵⁾ 0 0

Other Benefits

- Continuation of Medical, Dental and Vision Benefits 0 0 0 0 0

- Continuation of Other Benefits (car allowance; other welfare benefits) 0 0 0 0 0
- Financial Planning Services 0 0 0 0 8,000

- Outplacement Benefits 0 0 0 0 0

- Additional Company Contribution for Defined Contribution Plans Under the Management Continuity Agreement 0 0 0 0 0

Excise Tax Gross Up 0 0 0 0 0

SUB-TOTAL
(Benefits Triggered Upon a Termination of Employment) 357,225 0 357,225 1,755,703 1,954,068

PLAN BALANCES/VESTED BENEFITS

Defined Contribution Plan(s) Balances (includes the Retirement Savings Plan and the Supplemental Retirement Benefit Plan)⁽⁶⁾ 466,334 466,334 466,334 466,334 466,334

Present Value of Accrued Pension Benefit 0 0 0 0 0

TOTAL
(Includes Benefits that are Vested and Currently Payable to the Executive) 823,559 466,334 823,559 2,222,037 2,420,402

(1) Based on conversion rate of €1.00 = $1.4096.
(2) Retirement is generally defined as the executive’s attainment of age 55 with 10 years of service.
(3) Assumes achievement of performance goals at the target level of performance.
(4) Assumes payments would be provided as required by Belgian law and not under the Executive Severance Plan or Mr. Baert’s Continuity Agreement.
(5) Assumes a constant share price of $3.15, the closing sales price of our common shares on December 31, 2008.
(6) This row consists mainly of amounts contributed by the executive to a retirement benefit plan of the Company that otherwise would have been paid to the executive and includes amounts disclosed in the “Aggregate Balance at Last FYE” column of the 2008 Nonqualified Deferred Compensation table.

53

Compensation and Governance Committee Interlocks and Insider ~~Participation; Certain Relationships and Related Transactions~~Participation

During ~~2005,~~2008, none of ~~PolyOne’s~~our 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 Securities and Exchange Commission.

Policy on Related Person Transactions

Under our Guidelines for Ethical Business Conduct, we prohibit all employees, including our officers and non-employee Directors from engaging in activities that would impact their ability to carry out their duties in an independent, objective fashion. We also have adopted a written “Policy for Review of Transactions Between the Company and Its Directors, Executive Officers and Other Related Persons.” This policy requires an initial review by our Chief Legal Officer, Chief Financial Officer and Ethics and Compliance Officer, in consultation with each other (the “Reviewing Team”), of all transactions, arrangements or relationships with us in which any Director, executive officer or other related person (including immediate family members of all related persons) has a direct or indirect material interest, which involve $50,000 or more. Further, the Audit Committee must review and approve any transaction that the Reviewing Team determines may be required to be disclosed pursuant to Item 404 ofRegulation S-K under the Securities Exchange Act of 1934 or any similar provision. In reviewing the related person transactions, the Reviewing Team and the Audit Committee consider the following factors: (1) whether the transaction is in conformity with our Guidelines for Ethical Business Conduct and is in our best interests; (2) whether the transaction would be in the ordinary course of our business; (3) whether the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party; (4) the disclosure standards set forth in Item 404 ofRegulation S-K under the Securities Exchange Act of 1934 or any similar provision; and (5) whether the transaction could call into question the status of any Director or Director nominee as an independent director under the NYSE rules.

Report of the Compensation and Governance Committee

The Compensation and Governance Committee has reviewed and discussed the Compensation Discussion and Analysis set forth on pages 15 to 32 of this proxy statement with management and, based on this review, has recommended to the Board of Directors the inclusion of the Compensation Discussion and Analysis in this proxy statement.

The Compensation and Governance Committee

of the Board of Directors

Gordon D. Harnett, Chairperson
J. Douglas Campbell
Carol A. Cartwright
Gale Duff-Bloom
Richard H. Fearon
Robert A. Garda
Richard A. Lorraine
Edward J. Mooney
William H. Powell
Farah M. Walters

~~PolyOne Stock Performance~~PROPOSAL 2 — APPROVAL OF AN AMENDMENT TO OUR CODE OF REGULATIONS

~~Following is~~

In March 2009, our Board of Directors unanimously recommended that our shareholders approve and adopt an amendment to our Code of Regulations that would permit the Board of Directors to adopt amendments to the Regulations to the extent permitted by Ohio law.

In 2006, the Ohio Revised Code was amended to allow boards of directors of Ohio corporations to make certain amendments to their regulations without shareholder approval, so long as such amendments do not divest or limit the shareholders’ power to adopt, amend or repeal the regulations of the corporation. Our existing Regulations require that all amendments be approved and adopted by shareholders. Many jurisdictions, such as Delaware, have historically allowed the board of directors of a ~~graph~~corporation to amend the bylaws without shareholder approval. The Ohio Revised Code now gives Ohio corporations similar flexibility, subject to statutory limitations that ~~compares~~prohibit directors from amending the ~~cumulative total shareholder returns for PolyOne’s common shares,~~regulations to effect changes in certain areas deemed by the ~~S&P 500 index and the S&P Mid Cap Chemicals index with dividends assumed~~Ohio legislature to be ~~reinvested when received. The graph assumes~~important substantive rights that are reserved to the ~~investing~~shareholders, such as to:


	•	specify the percentage of shares a shareholder must hold in order to call a special meeting;

	•	specify the length of time period required for notice of a shareholders’ meeting;

	•	specify that shares that have not yet been fully paid can have voting rights;

	•	specify requirements for a quorum at a shareholders’ meeting;

	•	prohibit shareholder or director actions from being authorized or taken without a meeting;

	•	define terms of office for directors or provide for classification of directors;

	•	require greater than a majority vote of shareholders to remove directors without cause;

	•	establish requirements for a quorum at directors’ meetings, or specify the required vote for an action of the directors;

	•	delegate authority to committees of the board to adopt, amend or repeal regulations; and

	•	remove the requirement that a control share acquisition of an issuing public corporation be approved by shareholders of the acquired corporation.

If this proposal is approved, Section 51 of ~~$100 from December 31, 2000 through December 31, 2005. The S&P Mid Cap Chemicals index includes~~our Regulations would reflect this change by allowing the Board of Directors to amend the Regulations in the future to the extent permitted by Ohio law. Accordingly, the Board of Directors would be able to make ministerial and other changes to the Regulations without the time-consuming and expensive process of seeking shareholder approval, which would continue to be required if this proposal is not approved. If this proposal is approved, we will be required to promptly notify shareholders of any amendments that the Board of Directors makes to the Regulations by sending a ~~broad range~~notice to shareholders of ~~chemical manufacturers. Because~~record as of the ~~relationship~~date of ~~PolyOne’s business within~~ the ~~chemical industry, it~~adoption of the amendment, or by filing a report with the Securities and Exchange Commission. The text of Section 51 as proposed to be amended is ~~felt that comparison with~~set forth as Appendix A to this ~~broader index is appropriate.~~proxy statement and marked to show the proposed changes.

Approval of Proposal 2 requires the affirmative vote of the holders of shares entitling them to exercise two-thirds of our voting power.

~~Comparison~~Our Board of ~~Cumulative Total Return~~Directors unanimously recommends a vote “FOR” Proposal 2 to ~~Shareholders~~amend our Code of Regulations to permit the Board of Directors to amend the Regulations without shareholder approval to the extent permitted by law.

~~December 31, 2000 through December 31, 2005~~

55

12/31/00 12/31/01 12/31/02 12/31/03 12/31/04 12/31/05
PolyOne Corporation $ 100 $ 171.29 $ 70.34 $ 114.66 $ 162.56 $ 115.37
S&P 500 $ 100 $ 88.11 $ 68.64 $ 88.33 $ 97.94 $ 102.75
S&P Mid Cap Chemicals $ 100 $ 114.29 $ 104.22 $ 123.12 $ 161.07 $ 157.75

PROPOSAL 23 — RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has reappointed Ernst & Young LLP as ~~PolyOne’s~~our independent registered public accounting firm to audit ~~PolyOne’s~~our financial statements for the current year. The Board of Directors recommends ratification of the Audit Committee’s appointment of Ernst & Young LLP.

~~Selection~~

The selection of Ernst & Young LLP as ~~PolyOne’s~~our independent registered public accounting firm is not required to be submitted to a vote of ~~the~~our shareholders for ratification. The Sarbanes-Oxley Act of 2002 requires that the Audit Committee be directly responsible for the appointment, compensation and oversight of ~~the~~our independent auditors. The Board of Directors is submitting the appointment to ~~the~~our shareholders for ratification as a matter of good corporate practice. If ~~the~~our shareholders fail to vote on an advisory basis in favor of the selection, the Audit Committee will reconsider whether to retain Ernst & Young LLP, and may retain that firm or another firm without re-submitting the matter to ~~the~~our shareholders. Even if our shareholders ratify the appointment, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in ~~the~~our best interests and the interests of ~~PolyOne and its~~our shareholders. The affirmative vote of a majority of the shares voting on this proposal is required for ratification.

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 our consolidated financial statements and records for the year ended December 31, ~~2005.~~2008.

~~PolyOne’s~~

Our Board of Directors unanimously recommends a voteFORProposal 23 to ratify the Audit Committee’s appointment of Ernst & Young LLP as ~~PolyOne’s~~our independent registered public accounting firm for ~~2006.~~2009.


	~~Independent Registered Public Accountant Services and Related Fee Arrangements~~

Independent Registered Public Accountant Services and Related Fee Arrangements

Services provided by Ernst & Young LLP, ~~PolyOne’s~~our independent registered public accounting firm, and related fees in each of the last two fiscal years were as follows:

Audit ~~Fees.~~Fees. Audit services include the annual audit of the financial statements, the audit of internal controls over financial reporting, the reviews of ~~PolyOne’s~~our quarterly reports onForm 10-Q, the issuance of comfort letters, review of registration statements filed with the Securities and Exchange Commission and international statutory audits. Fees for audit services totaled ~~$1,780,100~~$2,358,600 in ~~2005~~2008 and ~~$1,854,600~~$1,780,200 in ~~2004.~~2007. The Audit Committee pre-approved all audit services and related fee arrangements billed for ~~2005.~~2008.

Audit-Related ~~Fees.~~Fees. Audit-related services principally include audits of businesses identified for divestment and audits of ~~PolyOne’s~~our employee benefit plans. Fees for audit-related services totaled ~~$188,000~~$185,900 in ~~2005~~2008 and ~~$347,000~~$196,400 in ~~2004.~~2007. The Audit Committee pre-approved all audit-related fee arrangements billed for ~~2005.~~2008.

Tax ~~Fees.~~Fees. Tax services include tax compliance, tax advice and tax planning. Fees for tax services totaled ~~$575,000~~$681,300 in ~~2005~~2008 and ~~$815,000~~$574,200 in ~~2004.~~2007. The Audit Committee pre-approved all tax fee arrangements billed in ~~2005.~~2008.

All Other ~~Fees.~~Fees. Other services principally include transitional support and advisory services related to ~~PolyOne’s~~our expatriate program. Fees for other services totaled ~~$60,000~~$42,000 in ~~2005~~2008 and ~~$123,100~~$36,900 in ~~2004.~~2007. The Audit Committee pre-approved all other fee arrangements billed for ~~2005.~~2008.

The Audit Committee pre-approves all audit and non-audit services and related fee arrangements performed by Ernst & Young. Unless a type of service Ernst & Young provides has received general pre-approval, it will require specific pre-approval by the Audit Committee. The term of any pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically provides for a different period. The Audit Committee may delegate pre-approval authority to one of its members. However, management has no authority to approve services performed by Ernst & Young that have not been pre-approved by the Audit Committee.

Ernst & Young will provide us a description of work scope and supportingback-up documentation regarding the specific services they will ~~provide to PolyOne.~~provide. At each meeting of the Audit Committee, the current year’s previously pre-approved independent auditor fees along with any proposed revisions will be presented for approval. Any interim requests between Audit Committee meetings to provide services that require separate pre-approval will be submitted to the Audit Committee by Ernst & Young and the Chief Financial Officer, or Controller, and must include a statement as to whether, in each of their views, the request is consistent with the Commission’s rules on auditor independence.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities to shareholders relating to the integrity of the company’s financial statements, the company’s compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence and the performance of the company’s internal ~~audit function~~ and independent auditors. Management has the primary responsibility for the completeness and accuracy of the company’s financial statements and disclosures, the financial reporting process and the effectiveness of the company’s internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the Annual Report with management and the independent auditors including any significant changes in the company’s selection or application of accounting principles. The Committee also reviewed and discussed with management and the independent auditors management’s report on internal ~~control~~controls over financial reporting, including the significance and status of control deficiencies identified by management and the results of remediation efforts undertaken, to determine the effectiveness of internal ~~control~~controls over financial reporting at December 31, ~~2005.~~2008.

The Committee reviewed with the independent auditors, which have the responsibility for expressing an opinion on the conformity of the financial statements with generally accepted accounting principles and applicable rules and regulations, their judgments as to the quality, not just the acceptability, of PolyOne’s critical accounting principles and estimates and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards. The Committee also reviewed with the independent auditors their report on the company’s internal controls over financial reporting at December 31, ~~2005,~~2008, including the basis for their conclusions. The Committee has discussed with Ernst & Young LLP the matters required to be discussed by the Public Company Accounting Oversight Board Ethics and Independence Rule 3526, “Communications with Audit Committees Concerning Independence.” In addition, Ernst & Young LLP has provided the Committee with the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent ~~auditors~~auditors’ communications with the ~~auditors’~~Committee concerning independence and the Committee has discussed with Ernst & Young LLP their firm’s independence from management and PolyOne, including the matters in the written disclosures required by the Independence Standards Board. In doing so, it has considered the compatibility of non-audit services with the auditors’ independence.PolyOne. The Committee has pre-approved all audit and non-audit services and fees provided to the company by the independent auditors. Based upon the Committee’s considerations, the Committee has concluded that Ernst & Young LLP is independent. The Committee discussed with PolyOne’s

internal and independent auditors the overall scope and audit plans and evaluated their performance. The Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of PolyOne’s internal controls over financial reporting, and the overall quality of PolyOne’s financial reporting. The Audit Committee met eight times during ~~2005.~~2008.

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 onForm 10-K for the year ended December 31, ~~2005,~~2008, for filing with the Securities and Exchange Commission.

The Committee has ~~reappointed~~re-appointed Ernst & Young as independent auditors for the year ~~2006.~~2009.

All members of the Audit Committee concur in this report.


	~~The Audit Committee of~~
	~~the Board of Directors~~

	~~Gordon D. Harnett, Chairperson~~
	~~Carol A. Cartwright~~
	~~Richard H. Fearon~~
	~~Robert A. Garda~~

The Audit Committee of
the Board of Directors

Richard H. Fearon, Chairperson
Carol A. Cartwright
Robert A. Garda
Gordon D. Harnett
Richard A. Lorraine

February ~~24, 2006~~18, 2009

GENERAL

Voting at the Meeting

Shareholders of record at the close of business on March ~~27, 2006,~~16, 2009 are entitled to vote at the meeting. On that date, a total of ~~92,487,130~~ common shares were outstanding. Each share is entitled to one vote.

The affirmative vote of a majority of the common 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 for purposes of determining a quorum. Shareholders will not be entitled to dissenter’s rights with respect to any matter to be considered at the Annual Meeting.

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 Directors at a meeting at which a quorum is present. An abstention or a broker non-vote has the same effect as a vote against a Director nominee, as each abstention or broker non-vote would be one less vote in favor of a Director nominee. Holders of common shares have no cumulative voting rights. If any of the nominees listed on pages 3 through 45 becomes unable or declines to serve as a Director, each properly signed proxy card will be voted for another person recommended by the Board of Directors, however, we have no reason to believe that this will occur.

The affirmative vote of holders of shares entitling them to exercise two-thirds of our voting power is necessary for approval of the amendment to our Regulations that would permit the Board of Directors to adopt amendments to the Regulations to the extent permitted by Ohio law. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote those shares on a particular proposal because the nominee does not have discretionary authority to do so, and has not received voting instructions with respect to the proposal from the beneficial owner. For this reason, an abstention or broker non-vote will have the same effect as votes AGAINST this proposal.

The affirmative vote of holders of at least a majority of the shares cast, in person or by proxy, is necessary for approval of the ratification of the appointment of Ernst & Young LLP as ~~PolyOne’s~~our independent registered public accounting firm. An abstention or broker non-vote will have no effect on this proposal as the abstention or broker non-vote will not be counted in determining the number of votes cast.

We 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.

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 ~~PolyOne,~~us, addressed to the Secretary, so that it is received on or before ~~December 19, 2006.~~November , 2009. We suggest that all proposals be sent by certified mail, return receipt requested.

Additionally, a shareholder may submit a proposal for consideration at the ~~2007~~2010 Annual Meeting of Shareholders, but not for inclusion in next year’s Proxy Statement, if the shareholder gives timely written notice of such proposal in accordance with Regulation 8(c) of ~~PolyOne’s~~our Regulations. In general, Regulation 8(c) provides that, to be timely, a shareholder’s notice must be delivered to ~~PolyOne’s~~

our principal executive offices not less than 60 nor more than 90 days prior to the first anniversary of the date on which we first mailed our proxy materials for the preceding year’s annual meeting.

Our proxy materials for the ~~2006~~2009 Annual Meeting of Shareholders will be mailed on or about ~~April 17, 2006.~~March , 2009. Sixty days prior to the first anniversary of this date will be ~~February 16, 2007,~~January , 2010, and 90 days prior to the first anniversary of this date will be ~~January 17, 2007.~~December , 2010. Our proxies for the ~~2007~~2009 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 ~~2007~~2010 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

~~PolyOne is~~

We are making this proxy solicitation and will bear the expense of preparing, printing and mailing this notice and proxy statement. In addition to requesting proxies by mail, ~~PolyOne’s~~our officers and regular employees may request proxies by telephone or in person. We have retained Morrow & Co., ~~Inc., 445 Park~~LLC, 470 West Avenue, ~~New York, NY 10022,~~Stamford, CT 06902, to assist in the solicitation for an estimated fee of ~~$6,500~~$7,000 plus reasonable expenses. We will ask custodians, nominees, and fiduciaries to send proxy material to beneficial owners in order to obtain voting instructions. We will, upon request, reimburse them for their reasonable expenses for mailing the proxy material.

We are mailing ~~PolyOne’s~~our Annual Report to Shareholders, including consolidated financial statements for the year ended December 31, ~~2005,~~2008, to shareholders of record with this proxy statement.


	~~For the Board of Directors~~
	~~PolyOne Corporation~~


	~~Wendy C. Shiba~~
	~~Vice President, Chief Legal Officer~~
	~~and Secretary~~

~~April 5, 2006~~

~~APPENDIX A~~

~~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 first adopted by the Board on September 6, 2000 and amended subsequently, the last amendment being December 1, 2005.

~~Purpose~~

~~The Audit Committee is appointed by~~For the Board of Directors to assist the Board in fulfilling its oversight responsibilities to shareholders relating to (1) the integrity of the Company’s financial statements, (2) the Company’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, and (4) the performance of the Company’s internal audit function and independent auditors.
PolyOne Corporation

~~The Audit Committee must prepare the report required by the rules of the Securities~~

/s/ Lisa K. Kunkle

Lisa K. Kunkle
Vice President, General Counsel and ~~Exchange Commission (the “Commission”) to be included in the Company’s annual proxy statement.~~

~~Committee Membership~~
Secretary

The Audit Committee shall consist of no fewer than three members. The members of the Audit Committee shall meet the independence, financial literacy and experience requirements of the New York Stock Exchange, the Securities Exchange Act of 1934 and the rules and regulations of the Commission. At least one member of the Audit Committee shall be a financial expert as defined by the Commission. Audit Committee members shall not simultaneously serve on the audit committees of more than two other public companies.

~~The members of the Audit Committee shall be appointed by the Board on the recommendation of the Compensation & Governance Committee. Audit Committee members may be replaced by the Board.~~March , 2009

~~Meetings~~

60

The Audit Committee shall meet as often as it deems necessary, but not less frequently than four times a year. A majority of the Committee members will be a quorum for the transaction of business and the action of a majority of those present at a meeting at which a quorum is present will be the act of the Committee. Any action 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 Audit Committee shall meet periodically with management, the director of internal audit, the chief legal officer and the independent auditor in separate executive sessions. The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

~~A-1~~

~~Committee Authority and Responsibilities~~

The Audit Committee must directly appoint, retain, evaluate and terminate the Company’s independent auditors. The Audit Committee is directly responsible for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor reports directly to the Audit Committee.

The Audit Committee has the sole authority to approve all audit engagement fees and terms, as well as all non-audit engagements (including the fees and terms thereof) to be performed for the Company by its independent auditor. The Audit Committee has adopted a separate policy covering the pre-approval of independent auditor services and fees.

The Audit Committee may form and delegate authority to subcommittees, consisting of the chairperson of the committee, or other members when appropriate. Such delegation of authority may include the review of the Company’s quarterly earnings press releases and related financial information and the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee shall be presented to the full Audit Committee at its next scheduled meeting.

~~The Audit Committee has the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other advisors.~~

~~The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of:~~


	~~1. Compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company;~~

	~~2. Compensation to any outside legal, accounting or other advisors employed by the Audit Committee;~~

	~~3. Ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.~~

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditor. The Audit Committee must make regular reports to the Board of Directors. The Audit Committee shall annually review its Charter and recommend changes to the Compensation and Governance Committee and the Audit Committee shall annually review its own performance.

~~The Audit Committee, to the extent required by law or regulation and as the Committee deems necessary or appropriate, shall perform the following duties:~~


	*~~Financial Statement and Disclosure Matters~~*

1. Discuss with management and the independent auditor the annual audited financial statements and quarterly financial statements, including the Company’s disclosures in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

~~A-2~~

2. Discuss with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the Company’s selection or application of accounting principles, any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies.

3. Discuss the Company’s quarterly earnings press releases, as well as the types of financial information and earnings guidance, if any, provided to investors, analysts, rating agencies or financial institutions.

~~4. Discuss with management and the independent auditor the effect of regulatory and accounting initiatives on the Company’s financial statements.~~

5. Discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.

6. Discuss with the independent auditor the matters relating to the conduct of the audit, including any difficulties encountered in the course of the audit work and management’s response, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.

~~7. Review disclosures made to the Audit Committee by the Company’s CEO and CFO during their certification process for the Form~~ ~~10-K~~ ~~and Form~~ ~~10-Q~~ about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal controls.

8. The Audit Committee, after consultation with management, the independent auditor and others as the committee deems appropriate, shall make the final decision to restate previously issued financial statements, because of an error in such financial statements as addressed in Accounting Principles Board Opinion No. 20 (APB Opinion No 20) or shall make the decision to disclose or take actions to prevent future reliance on a previously issued audit report or completed interim review related to previously issued financial statements based upon notification or advisement by its independent auditor.


	*~~Oversight of the Company’s Relationship with the Independent Auditor~~*

~~1. Obtain and review a report from the independent auditor at least annually regarding:~~


	~~(a) the independent auditor’s internal quality-control procedures;~~

	(b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm; and any steps taken to deal with any such issues:

	~~(c) to assess the auditor’s independence; and all relationships between the independent auditor and the Company.~~

~~2. Evaluate the qualifications, performance and independence of the independent auditor.~~

~~3. Ensure that clear hiring policies are set for the Company’s hiring of employees or former employees of the independent auditor that participated in any capacity in the audit of the Company.~~

~~4. Meet with the independent auditor prior to the audit to discuss the scope of the audit.~~

~~A-3~~


	*~~Oversight of the Company’s Internal Audit Function~~*

~~1. Review the appointment and replacement of the director of internal audit.~~

~~2. Review reports to management and the Audit Committee related to on-going assessments of the Company’s risk management processes and system of internal control.~~

~~3. Review the internal audit plan and staffing.~~

~~4. Discuss with the independent auditor and management the sufficiency of the internal audit department responsibilities, plans, budget and staffing.~~

~~5. Evaluate the performance of the internal audit function.~~


	*~~Compliance Oversight Responsibilities~~*

~~1. Discuss with management, the independent auditor and the internal auditor whether they have knowledge of any illegal acts in the Company.~~

2. Review and discuss with management, the Ethics Committee, and the internal and independent auditors employee compliance with the Company’s Codes of Business Conduct and Ethics. Review and discuss with management, the chief legal officer and the independent auditor the Company’s compliance with laws and regulations. Advise the Board with respect to the Company’s policies and procedures regarding compliance with the Company’s Codes of Business Conduct and Ethics.

3. Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

4. Discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial statements or accounting policies.

5. Periodically review with the chief legal officer any legal or regulatory matters that may have a material impact on the Company’s financial statements or compliance programs, along with any material pending claims and litigation involving the Company.

6. Review with the chief legal officer the investigation and disposition of any reports made under the Commission’s Rule 205 of a material violation of securities law or breach of fiduciary duty or similar violation by the Company or by any of its officers, directors, employees or agents.

~~7. Review and evaluate the staffing and qualifications of the financial reporting and control function.~~

~~A-4~~

APPENDIX A

Proposed Amendment to Regulations

If Proposal 2 is approved, Section 51 of our Regulations will be amended as follows, with deletions shown in strike-through and additions bolded and underlined:

“51. Amendments. Except as otherwise provided by law or by the Articles of Incorporation or these Regulations, these Regulations or any of them may be amended in any respect or repealed at any time (i) by the Shareholders at a meeting held for that purpose, provided notice of the proposed amendment or repeal be contained in the notice of the meeting, by the affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of the Corporation on the proposal,or (ii) by the written consent of the holders of shares entitling them to exercise two-thirds of the voting power of the Corporation on the proposal, or (iii) to the extent permitted by Chapter 1701 of the Ohio General Corporation Law, by the Directors. The provisions of this Regulation 51 notwithstanding, the Shareholders may not modify any of Regulations 10, 12 and 19 while those provisions remain in effect pursuant to their terms without the affirmative vote of the holders of shares entitling them to exercise three-quarters of the voting power of the Corporation on the proposal.”

A-1



		Electronic Voting Instructions You can vote by Internet or telephone! Available 24 hours a day, 7 days a week! Instead of mailing your voting instruction card, you may choose one of the two voting methods outlined below to vote. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Voting instruction cards submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on May 14, 2009. Vote by Internet · Log on to the Internet and go to www.investorvote.com/ticker symbol · Follow the steps outlined on the secured website. Vote by telephone · Call toll free 1-800-652-VOTE (8683) within the United States, Canada & Puerto Rico any time on a touch tone telephone. There is NO CHARGE to you for the call.+•


		o		~~Mark this box~~ Follow the instructions provided by the recorded message. Using a black ink pen, mark your votes with an X ~~if you have made~~ ~~changes to your name or address details above.~~



~~Annual Meeting Proxy Card~~	~~C0123456789~~	~~12345~~

A		as shown in this example. Please do not write outside the designated areas. 1. Election of ~~Directors~~~~PLEASE REFER TO THE REVERSE SIDE~~Directors: 01 — J. Douglas Campbell 02 — Dr. Carol A. Cartwright 03 — Gale Duff-Bloom 04 — Richard H. Fearon 05 — Gordon D. Harnett 06 — Richard A. Lorraine 07 — Edward J. Mooney 08 — Stephen D. Newlin 09 — William H. Powell 10 — Farah M. Walters Mark here to vote FOR ~~TELEPHONE AND INTERNET VOTING INSTRUCTIONS.~~

1.		~~The~~all nominees Mark here to WITHHOLD vote from all nominees For All EXCEPT — To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right. For Against Abstain . Proposal to approve an amendment to PolyOne Corporation’s Code of Regulations to allow the Board of Directors ~~recommends a vote FOR~~to amend the ~~listed nominees.~~

~~For~~

~~Withhold~~

~~For~~

~~Withhold~~

~~For~~

~~Withhold~~

~~01 - J. Douglas Campbell~~

~~02 - Carol A. Cartwright~~

~~03 - Gale Duff-Bloom~~

~~04 - Wayne R. Embry~~

~~05 - Richard H. Fearon~~

~~06 - Robert A. Garda~~

~~07 - Gordon D. Harnett~~

~~08 - Stephen D. Newlin~~

~~09 - Farah M. Walters~~

B	~~Issues~~

~~The Board of Directors recommends a vote FOR the following proposal.~~


	~~For~~	~~Against~~	~~Abstain~~
2.Regulations to the extent permitted by law. Proposal to ratify the appointment of Ernst & Young LLP as PolyOne’s independent registered public accounting firm for the year ending December 31, ~~2006.~~	o	o	o

~~Other Issues~~

2009. Meeting Attendance Mark ~~this~~the box ~~with an X~~to the right if you plan to attend the ~~the meeting.~~	o

~~Mark this box with an X if you have made comments~~Annual Meeting. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below.	o

~~Comments:~~

C	~~Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed.~~

NOTE: Please sign your name(s) EXACTLY as your name(s) appear(s) on this proxy. All joint holders must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title.


Signature 1 -— Please keep signature within the ~~box~~	box. Signature 2 -— Please keep signature within the ~~box~~	~~Date (mm/dd/yyyy)~~

		~~/ /~~box.


			+
g	~~1 U P X~~	~~0 0 8 4 4 6~~	+

~~001CD40001 00J3TE~~

~~Proxy - PolyOne Corporation~~

~~ANNUAL MEETING OF SHAREHOLDERS, MAY 25, 2006~~
~~This Proxy is Solicited on Behalf of the Corporation’s Board of Directors~~

The undersigned hereby appoints Kenneth M. Smith, Wendy C. Shiba and W. David Wilson, and each of them jointly and severally, Proxies, with full power of substitution, to vote, as designated on the reverse side, all common shares of PolyOne Corporation held of record by the undersigned on March 27, 2006, at the Annual Meeting of Shareholders to be held on May 25, 2006, or any adjournment thereof.

The Board of Directors recommends a vote (1) “FOR” the election of the nominees to serve as Directors and (2) “FOR” the ratification of the appointment of Ernst & Young LLP as PolyOne Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2006. 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 on the reverse side and “FOR” the ratification of the appointment of Ernst & Young LLP as PolyOne Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2006.

~~April 5, 2006~~

~~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 Thursday, May 25, 2006.

~~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.~~

~~STEPHEN D. NEWLIN~~
~~Chairman, President and~~
~~Chief Executive Officer~~

~~PLEASE VOTE, DATE AND SIGN THIS PROXY ON THE OTHER SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.~~

~~Telephone and Internet Voting Instructions~~

~~You can vote by telephone OR Internet! Available 24 hours a day 7 days a week!~~
~~Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.~~



•	~~Call toll free 1-800-652-VOTE (8683)~~March ___, 2009 Dear Fellow Shareholders: You are cordially invited to attend the Annual Meeting of Shareholders to be held at 9:00 a.m. on Thursday, May 14, 2009, at the Wyndham Cleveland at Playhouse Square, 1260 Euclid Avenue, Cleveland, Ohio. Please review the Notice of the Annual Meeting and the Proxy Statement for information concerning the business to be conducted at the Annual Meeting and the nominees for election as Directors. Whether or not you plan to attend the Annual Meeting, please complete, sign, date and return your proxy card, or vote over the telephone or the Internet as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. Your vote is very important. You may, of course, withdraw your proxy and change your vote prior to or at the Annual Meeting, by following the steps described in the ~~United States~~Proxy Statement. I appreciate the strong support of our shareholders over the years and look forward to seeing you at the meeting. Sincerely, STEPHEN D. NEWLIN Chairman, President and Chief Executive Officer PolyOne Corporation ANNUAL MEETING OF SHAREHOLDERS, MAY 14, 2009 This proxy is Solicited on Behalf of the Corporation’s Board of Directors The undersigned hereby appoints Kenneth M. Smith, Lisa K. Kunkle and Robert M. Patterson, and each of them jointly and severally, Proxies, with full power of substitution, to vote, as designated on the reverse side, all common shares of PolyOne Corporation held of record by the undersigned on March 16, 2009, at the Annual Meeting of Shareholders to be held on May 14, 2009, or ~~Canada~~ any ~~time on~~adjournment thereof. The Board of Directors recommends a ~~touch tone telephone. There is~~~~NO CHARGE~~vote (1) “FOR” the election of the nominees to ~~you~~serve as Directors, (2) “FOR” the approval of an amendment to PolyOne Corporation’s Code of Regulations to allow the Board of Directors to amend the Regulations to the extent permitted by law and (3) “FOR” the ratification of the appointment of Ernst & Young LLP as PolyOne Corporation’s independent registered public accounting firm for the ~~call.~~	•	Gofiscal year ending December 31, 2009. 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 on the reverse side, “FOR” the approval of an amendment to PolyOne Corporation’s Code of Regulations to allow the Board of Directors to amend the Regulations to the ~~following web site:~~ ~~WWW.COMPUTERSHARE.COM/EXPRESSVOTE~~

•	~~Follow~~extent permitted by law and “FOR” the ~~simple instructions provided by~~ratification of the ~~recorded message.~~	•	~~Enter~~appointment of Ernst & Young LLP as PolyOne Corporation’s independent registered public accounting firm for the ~~information requested on your computer screen and follow the simple instructions.~~fiscal year ending December 31, 2009. PLEASE VOTE, DATE AND SIGN THIS PROXY ON THE OTHER SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

~~VALIDATION DETAILS ARE LOCATED ON THE FRONT OF THIS FORM IN THE COLORED BAR.~~

~~If you vote by telephone or the Internet, please DO NOT mail back this proxy card.~~
~~Proxies submitted by telephone or the Internet must be received by 1:00 a.m., Central Time, on May 25, 2006.~~
~~THANK YOU FOR VOTING~~


þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted byRule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material UnderRule 14a-12 o ~~Preliminary Proxy Statement~~
o ~~Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~
þ ~~Definitive Proxy Statement~~
o ~~Definitive Additional Materials~~
o ~~Soliciting Material Under Rule 14a-12~~



J. Douglas Campbell Director since 1993 Age — 6467		Retired Chairman and ~~CEO~~Chief Executive Officer of ArrMaz Custom Chemicals, Inc., a specialty mining and asphalt additives and reagents ~~producer, since~~producer. Mr. Campbell served in this capacity from December ~~2003.~~2003 until the company was sold in July 2006. Mr. Campbell served as President and Chief Executive Officer and was a Director of Arcadian Corporation, a nitrogen chemicals and fertilizer manufacturer, from December 1992 until the company was sold in 1997.

Dr. Carol A. Cartwright Director since 1994 Age — 6467		President of Bowling Green State University, a public higher education institution, since January 2009 and Interim President from July 2008 to January 2009. Dr. Cartwright served as President of Kent State University, a public higher education institution, ~~since 1991. Ms.~~from 1991 until her retirement in June 2006. Dr. Cartwright serves on the Boards of Directors of KeyCorp ~~FirstEnergy~~ and ~~The Davey Tree Expert Company.~~FirstEnergy.


~~Wayne R. Embry~~ ~~Director since 1990~~ ~~Age — 69~~		Senior Basketball Advisor to the President of Maple Leaf Sports & Entertainment Ltd. since April 2005 and Interim General Manager of the Toronto Raptors, a professional basketball team, since February 2006. Mr. Embry served as Senior Advisor to the General Manager of the Toronto Raptors from June 2004 until April 2005. Mr. Embry served as President and Chief Operating Officer, Team Division, of The Cleveland Cavaliers, from 1986 until his retirement in 2000. Mr. Embry serves on the Board of Directors of Kohl’s Corporation.

Richard H. Fearon Director since 2004 Age — 5052		~~Executive~~ Vice ~~President,~~Chairman and Chief Financial and Planning Officer of Eaton Corporation, a global manufacturing company, since ~~April 2002.~~February 2009. Mr. Fearon served as Executive Vice President, Chief Financial and Planning Officer from April 2002 until February 2009. Mr. Fearon served as a Partner of Willow Place Partners LLC from 2001 to 2002 and was the Senior Vice President — Corporate Development for Transamerica Corporation from 1995 to 2000.

~~Robert A. Garda~~ ~~Director since 1998~~ ~~Age — 67~~		Retired Director of McKinsey & Company, Inc., a management consulting firm. Mr. Garda served in this capacity from 1978 to 1994. He served as an Executive-in-Residence of The Fuqua School of Business, Duke University, from 1997 to 2005, as an independent consultant from 1995 to 1997 and as President and Chief Executive Officer of Aladdin Industries from 1994 to 1995. Mr. Garda serves on the Board of Directors of Edge Seal Technologies.

Gordon D. Harnett Director since 1997 Age — 6366		Lead Director of our Board of Directors since July 18, 2007. Retired Chairman, President and Chief Executive Officer of Brush Engineered Materials Inc., an international supplier and producer of high performance engineered ~~materials, since 1991.~~materials. Mr. Harnett ~~has announced that he will retire~~served in this capacity from 1991 until his ~~positions with Brush Engineered Materials Inc.~~retirement in May 2006. Mr. Harnett serves on the Boards of Directors of The Lubrizol Corporation, ~~and~~ EnPro Industries, Inc. and Acuity Brands, Inc.

Richard A. Lorraine Director since 2008 Age — 63		Retired Senior Vice President and Chief Financial Officer of Eastman Chemical Company, a specialty chemicals company. Mr. Lorraine served in this capacity from 2003 to 2008. Mr. Lorraine also served as Executive Vice President and Chief Financial Officer of Occidental Chemical Company from 1995 to 2003. Mr. Lorraine serves on the Board of Directors of Carus Corporation.

Edward J. Mooney Director since 2006 Age — 67		Retired Chairman and Chief Executive Officer of Nalco Chemical Company, a specialty chemicals company. Mr. Mooney served in this capacity from 1994 to 2000. Mr. Mooney also served as Déléqué Général — North America, of Suez Lyonnaise des Eaux from 2000 to 2001, following its acquisition of Nalco. Mr. Mooney serves on the Boards of Directors of FMC Corporation, FMC Technologies, Inc., Northern Trust Corporation, Cabot Microelectronics Corporation and Commonwealth Edison Company (a wholly-owned subsidiary of Exelon Corporation).

Stephen D. Newlin Director since 2006 Age — 5356		Chairman, President and Chief Executive Officer of PolyOne since February ~~21,~~ 2006. Mr. Newlin served as President — Industrial Sector of Ecolab, Inc., a global developer and marketer of cleaning and sanitizing specialty chemicals, products and services from 2003 to 2006. Mr. Newlin served as President and a director of Nalco Chemical Company, a manufacturer of specialty chemicals, services and systems, from 1998 to 2001 and was Chief Operating Officer and Vice Chairman from 2000 to 2001. Mr. Newlin serves on the ~~Board~~Boards of Directors of Black Hills Corporation and The Valspar Corporation.



William H. Powell Director since 2008 Age — 63		Retired Chairman and Chief Executive Officer of National Starch and Chemical Company, a specialty chemicals company. Mr. Powell served in this capacity from 1999 until his retirement in 2006. Mr. Powell serves on the Boards of Directors of Arch Chemicals, Inc. and Granite Construction Incorporated.

Farah M. Walters Director since 1998 Age — 6164		President and Chief Executive Officer of QualHealth, LLC, a healthcare consulting firm, ~~that designs healthcare delivery models,~~ since 2005. From 1992 until her retirement in June 2002, Ms. Walters was the President and Chief Executive Officer of University Hospitals Health System and University Hospitals of Cleveland. Ms. Walters serves on the ~~Boards~~Board of Directors of ~~Kerr-McGee Corporation and Alpharma Inc.~~Celanese Corporation.


	~~(a) the Director was an employee, or an immediate family member of the Director was an executive officer, of PolyOne or any of its affiliates;~~

	(b) the Director received, or an immediate family member of the Director received, more than $100,000 per year in direct compensation from PolyOne, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation was not contingent in any way on continued service);

	(c) the Director, or an immediate family member of the Director, is a current partner of Ernst & Young LLP, PolyOne’s external auditor or within the last three years was a partner or employee of Ernst & Young LLP and personally worked on PolyOne’s audit during that time;

	(d) the Director was employed, or an immediate family member of the Director was employed, as an executive officer of another company where any of PolyOne’s present executive officers serve on that company’s compensation committee; or

	(e) the director was an executive officer or an employee, or an immediate family member of the Director was an executive officer, of a company that makes payments to, or receives payments from, PolyOne for property or services in an amount which, in any single fiscal year, exceeds the greater of $1,000,000, or 2% of such other company’s consolidated gross revenues.


þo	~~No fee required.~~

o	Fee computed on table below per Exchange ActRules 14a-6(i)(1) and 0-11.


	(1)	Title of each class of securities to which transaction applies:


	(2)	Aggregate number of securities to which transaction applies:


	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange ActRule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):


o	Fee paid previously with preliminary materials.


o	Check box if any part of the fee is offset as provided by Exchange ActRule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


POLYONE CORPORATION NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
POLYONE CORPORATION PolyOne Center 33587 Walker Road Avon Lake, Ohio 44012
PROXY STATEMENT
PROPOSAL 1 -- ELECTION OF DIRECTORS
CORPORATE GOVERNANCE AND BOARD MATTERS
2008 DIRECTOR COMPENSATION
BENEFICIAL OWNERSHIP OF COMMON SHARES
EXECUTIVE COMPENSATION
~~Summary Compensation Table~~SUMMARY COMPENSATION TABLE
2008 GRANTS OF PLAN-BASED AWARDS
2008 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
2008 PENSION BENEFITS
2008 NONQUALIFIED DEFERRED COMPENSATION
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
PROPOSAL 2 -- APPROVAL OF AN AMENDMENT TO OUR CODE OF REGULATIONS
PROPOSAL 3 -- RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
REPORT OF THE AUDIT COMMITTEE
GENERAL
~~APPENDIX A~~


	1.	To elect as Directors the 10 nominees named in the proxy statement and recommended by the Board of Directors;

	2.	To approve an amendment to PolyOne Corporation’s Code of Regulations to allow the Board of Directors to amend the Regulations to the extent permitted by law;

	3.	To ratify the appointment of Ernst & Young LLP as PolyOne Corporation’s independent registered public accounting firm for the fiscal year ending December 31, ~~2006;~~2009; and

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


	~~For the Board of Directors~~


	~~Wendy C. Shiba~~
	~~Vice President, Chief Legal Officer and Secretary~~



Gale Duff-Bloom Director since 1994 Age — 6669		Retired President of Company Communications and Corporate Image of J.C. Penney Company, Inc., a major retailer. Ms. ~~Duff-Bloom~~Duff- Bloom served in this capacity from June 1999 until her retirement in April 2000. From 1996 to June 1999, Ms. Duff-Bloom served as President of Marketing and Company Communications of J.C. Penney.


	Number of			Right to		Total
	Shares			Acquire		Beneficial
Name	Owned(1)			Shares(3)		Ownership

J. Douglas Campbell		89,897	(2)		50,000		139,897
Carol A. Cartwright		73,042	(2)		39,000		112,042
Gale Duff-Bloom		76,007	(2)		50,000		126,007
Wayne R. Embry		32,926	(2)		39,000		71,926
Richard H. Fearon		7,484			15,000		22,484
Robert A. Garda		60,470	(2)		61,500		121,970
Gordon D. Harnett		89,892	(2)		61,500		151,392
William F. Patient		79,117			218,000		297,117
Farah M. Walters		74,861	(2)		54,000		128,861
Stephen D. Newlin		210,000			0		210,000
W. David Wilson		113,599			431,976		545,575
Wendy C. Shiba		44,570			135,390		179,960
Michael L. Rademacher		40,349			166,624		206,973
Kenneth M. Smith		66,251			178,292		244,543
Thomas A. Waltermire(4)		134,736			1,357,644		1,492,380
17 Directors and executive officers as a group		1,255,000			3,164,488		4,419,488


	(1)	Amount Previously Paid:


	(2)	Form, Schedule or Registration Statement No.:


	(3)	Filing Party:


	Number of			% of
Name and Address	Shares			Shares

FMR Corp.		11,568,807	(1)		12.5%
82 Devonshire Street Boston, Massachusetts 02109
New York Life Trust Company, as Trustee for The PolyOne Retirement Savings Plan		6,760,347	(2)		7.3%
51 Madison Avenue New York, New York 10010
Wells Fargo & Company		5,364,003	(3)		5.8%
420 Montgomery Street San Francisco, CA 94104
Barrow, Hanley, Mewhinney & Strauss, Inc.		4,927,520	(4)		5.3%
2200 Ross Avenue, 31st Floor Dallas, TX 75201-2761


										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($)		Bonus($)		sation($)			Awards($)		Shares)		Shares)		sation($)

William F. Patient(1)		2005		–0–		–0–		–0–			–0–		–0–		–0–		345,202
Chairman, President and Chief Executive Officer
W. David Wilson		2005		338,523		105,950		26,334	(3)		–0–		26,400		–0–		55,184	(3)
Vice President and		2004		329,200		266,348		23,412	(3)		��0–		–0–		–0–		33,940	(3)
Chief Financial Officer		2003		311,754		–0–		22,164	(3)		–0–		169,260		–0–		40,659	(3)
Wendy C. Shiba		2005		326,077		102,401		17,373	(4)		–0–		20,700		–0–		29,812	(4)
Vice President,		2004		320,192		259,060		16,429	(4)		–0–		–0–		–0–		17,046	(4)
Chief Legal Officer		2003		286,188		–0–		25,577	(4)		–0–		128,200		–0–		32,122	(4)
and Secretary
Michael L. Rademacher		2005		282,692		121,383		33,728	(5)		–0–		17,700		–0–		26,598	(5)
Vice President and		2004		269,231		233,753		20,790	(5)		–0–		–0–		–0–		19,022	(5)
General Manager,		2003		238,496		64,500		29,623	(5)		–0–		106,780		–0–		27,619	(5)
Distribution
Kenneth M. Smith		2005		298,269		93,201		23,432	(6)		–0–		18,600		–0–		41,392	(6)
Vice President, Chief		2004		276,777		223,933		20,426	(6)		–0–		–0–		–0–		23,629	(6)
Human Resources and		2003		250,600		–0–		20,125	(6)		–0–		106,780		–0–		32,582	(6)
Chief Information Officer
Thomas A. Waltermire(2)		2005		686,802		318,229		34,954	(7)		–0–		96,600		–0–		2,450,076	(7)
Former President and		2004		678,681		933,476		38,487	(7)		–0–		–0–		–0–		70,258	(7)
Chief Executive Officer		2003		630,808		–0–		30,345	(7)		–0–		509,740		–0–		90,586	(7)


														Change in
														Pension
												Non-		Value and
												Equity		Nonqualified
										Option/		Incentive		Deferred
								Stock		SAR		Plan		Compensation			All Other
Name and			Salary		Bonus			Awards⁽⁴⁾		Awards⁽⁵⁾		Compensation⁽⁶⁾		Earnings			Compensation			Total
Principal Position	Year		($)		($)			($)		($)		($)		($)			($)			($)

Stephen D. Newlin,		2008	$	831,731	$	0	��	$	797,592	$	331,625	$	1,044,150	$	4,341,255	⁽⁷⁾	$	135,106	⁽⁹⁾	$	7,481,459

Chairman, President and		2007		741,635		0			589,333		778,565		1,482,066		—			208,069			3,799,668

Chief Executive Officer		2006		589,615		600,000			505,374		558,936		959,700		—			110,196			3,323,821

Robert M. Patterson, Senior Vice President and		2008		255,385		0			64,526		33,775		107,568		—			85,109	⁽¹⁰⁾		546,363
Chief Financial Officer⁽¹⁾

W. David Wilson, Former Senior Vice		2008		325,881		0			4,125		68,650		199,420		179,740	⁽⁸⁾		861,135	⁽¹¹⁾		1,638,951

President and Chief		2007		363,981		0			241		218,060		167,595		168,279			94,846			1,013,002

Financial Officer(2)		2006		354,058		50,000			75,561		158,724		242,707		0			81,711			962,761

Kenneth M. Smith, Senior Vice President,		2008		333,308		0			23,232		48,562		210,289		156,297	⁽⁸⁾		69,065	⁽¹²⁾		840,753

Chief Information and		2007		323,712		0			169		145,647		149,053		189,074			76,485			884,140

Human Resources Officer		2006		313,481		50,000			52,914		112,084		214,891		0			59,109			802,479

Michael L. Rademacher, Senior Vice President and		2008		317,308		0			23,232		47,063		270,930		—			64,367	⁽¹³⁾		722,900

General Manager, Distribution		2007		307,577		0			160		138,141		210,229		—			64,508			720,615

Bernard Baert, Senior Vice President and		2008		415,441		0			23,232		30,974		121,564		—			84,388	⁽¹⁴⁾		675,599

General Manager, Color and Engineered Material —		2007		421,668		0			169		144,609		166,263		—			86,727			819,436

Europe and Asia(3)		2006		349,999		0			53,125		105,333		219,576		—			70,030			798,063


(1)		Mr. ~~Patient became Chairman,~~Patterson was hired as Senior Vice President and Chief ~~Executive~~Financial Officer, ~~of PolyOne on October 6, 2005~~effective May 12, 2008 and ~~served~~the numbers in ~~that position until Mr. Newlin’s appointment on February 21, 2006. Prior to that time, Mr. Patient was Chairman~~the table reflect the compensation earned during the part of the ~~Board and received compensation as described in~~year he was with the “Compensation of Directors” section above. In addition, in 2005, as Chairman, Mr. Patient received an additional fixed annual cash retainer of $200,000, payable quarterly. Mr. Patient received $252,000 ($210,250 in cash and $41,750 in stock) in connection with his service as a Director and Chairman during 2005. This amount is not included in the Summary Compensation Table above. Following his appointment as an officer, the Compensation and Governance Committee approved an annual fee to Mr. Patient of $300,000 in connection with his service as Chairman, President and Chief Executive Officer, which was paid on a quarterly basis. The amount under “All Other Compensation” includes both the quarterly payment of the $300,000 annual fee and pension payments Mr. Patient received as a retiree of The Geon Company, a predecessor to PolyOne.Company.

(2)		Mr. ~~Waltermire resigned~~Wilson was replaced as ~~President and~~ Chief ~~Executive~~Financial Officer on ~~October 6, 2005. Amounts included under “Salary” for Mr. Waltermire include~~May 12, 2008 and continued serving as Senior Vice President until his ~~base salary~~departure from ~~January 1, 2005 through October 6, 2005~~the Company on September 9, 2008. The numbers in the table reflect the compensation earned during the part of ~~$550,677 and payout of his earned vacation of $136,125.~~the year he was with the Company.

(3)		Mr. Baert’s compensation is based in Euros. The conversion rate used for purposes of converting the Euros earned by Mr. Baert into dollars for purposes of this table was €1.00 = $1.4096, which is the conversion rate used in our Annual Report onForm 10-K for the fiscal year ended December 31, 2008.

(4)		This column includes the grants of time-vested, stock-settled RSUs granted in 2008 to the Named Executive Officers under our 2005 and 2008 Equity and Performance Incentive Plans. These grants are described more fully in the narrative following the 2008 Grants of Plan-Based Awards table and in the “Compensation Discussion and Analysis — Elements of Compensation — Long-Term Incentive — Awards Granted in 2008 — RSUs” section of this proxy statement. This column also includes for Mr. Newlin a restricted stock award granted in 2006 under our 2005 Equity and Performance Incentive Plan as part of his Letter Agreement with a compensation cost for 2008 of $586,104. The amounts


				Estimated Future Payouts Under
				Non-Equity Incentive Plan Awards⁽²⁾
										All Other
										Stock Awards:		All Other Options						Grant Date
										Number of		Awards: Number		Exercise or		Closing		Fair Value
										Shares of		of Securities		Base Price		Market		of Stock and
										Stock or		Underlying		of Option		Price on		Option/ SAR
	Grant			Threshold		Target		Maximum		Units⁽⁴⁾		Options⁽⁵⁾		Awards		Grant		Awards
Name	Date			($)⁽³⁾		($)		($)		(#)		(#)		($/Sh)⁽⁶⁾		Date		($)⁽⁷⁾
S.D. Newlin		(1	)		415,866		831,731		1,663,462

		3/6/2008			516,000		1,032,000		2,064,000

		3/6/2008											286,800		6.765		6.67		648,168

		3/6/2008									114,700								771,931

R.M. Patterson		(1	)		63,846		127,692		255,385

		—			0		0		0

		5/15/2008											60,000		7.72		7.72		160,800

		5/15/2008									40,000								307,200

W.D. Wilson		(1	)		65,810		131,619		263,238

		3/6/2008			87,850		175,700		351,400

		3/6/2008											32,600		6.765		6.67		73,676

		3/6/2008									13,100								88,163

K.M. Smith		(1	)		83,327		166,654		333,308

		3/6/2008			58,700		117,400		234,800

		3/6/2008											31,200		6.765		6.67		70,512

		3/6/2008									12,600								84,798

M.L. Rademacher		(1	)		79,327		158,654		317,308

		3/6/2008			55,800		111,600		223,200

		3/6/2008											31,200		6.765		6.67		70,512

		3/6/2008									12,600								84,798

B. Baert		(1	)		103,861		207,721		415,442

		3/6/2008			76,350		152,700		305,400

		3/6/2008											31,200		6.765		6.67		70,512

		3/6/2008									12,600								84,798


(1)	~~Target-priced Stock Appreciation Rights (“SARs”) were granted~~	There is no Grant Date for these awards. This row relates to ~~the named executive officers~~awards made under ~~the PolyOne Corporation Long-Term Incentive~~our cash-based Annual Plan. The SARs have a grant date of January 5, 2005 and must be exercised on or before January 4, 2012. Vesting occurs when the price of PolyOne’s common stock reaches predetermined levels for three consecutive trading days as follows: one-third vests at $9.84 per share; an additional one-third vests at $10.73 per share; and the remaining one-third vests at $11.63 per share.

(2)		The ~~grant date present values~~first row of this column for each Named Executive Officer represents the annual cash incentive opportunity for the Named Executive Officers under the Annual Plan. The actual amount earned for 2008 under the Annual Plan is included in the “Non-Equity Incentive Plan Compensation” column of the ~~target-priced~~Summary Compensation Table. The second row of this column for each Named Executive Officer represents the performance units awarded to each Named Executive Officer under our 2005 Equity and


	Option/SAR Awards													Stock Awards
							Equity
							Incentive Plan
	Number of			Number of			Awards: Number of
	Securities			Securities			Securities										Market Value
	Underlying			Underlying			Underlying			Option/				Number of Shares			of Shares or
	Unexercised			Unexercised			Unexercised			SARs		Option/		or Units of Stock			Units of Stock
	Options			Options/SARs			Unearned			Exercise		SARs		That Have Not			That Have Not
	(#)			(#)			Options/SARs			Price		Expiration		Vested			Vested
Name	Exercisable⁽¹⁾			Unexercisable			(#)			($)		Date		(#)			($)⁽²⁾
S.D. Newlin															200,000	⁽³⁾		630,000

															114,700	⁽⁴⁾		361,305

		116,600	⁽⁵⁾					58,300	⁽⁵⁾		9.1850		2/20/2013

		308,400	⁽⁶⁾								6.5850		3/7/2014

					286,800	⁽⁷⁾					6.7650		3/5/2015

R.M. Patterson															40,000	⁽⁴⁾		126,000

					60,000	⁽⁷⁾					7.7200		5/14/2015

W.D. Wilson															2,237	⁽⁴⁾		7,047

		26,400	⁽⁸⁾								8.9400		1/4/2012

		42,000	⁽⁵⁾					21,000	⁽⁵⁾		6.5100		1/3/2013

		88,200	⁽⁶⁾								6.5850		3/7/2014

		10,867	⁽⁹⁾		0						6.7650		3/5/2015

		200			0						9.0000		9/4/2010

		71,100			0						8.7000		2/27/2011

		82,400			0						12.2200		9/9/2011

		61,900			0						6.0000		9/9/2011

K.M. Smith															12,600	⁽⁴⁾		39,690

								18,600	⁽¹⁰⁾		8.9400		1/4/2012

		29,800	⁽⁵⁾					14,900	⁽⁵⁾		6.5100		1/3/2013

		58,500	⁽⁶⁾								6.5850		3/7/2014

					31,200	⁽⁷⁾					6.7650		3/5/2015

		200			0						9.0000		9/4/2010

		42,700			0						8.7000		2/27/2011

		49,500			0						12.2200		3/25/2012

		39,100			0						6.0000		3/31/2013

M.L. Rademacher															12,600	⁽⁴⁾		39,690

								17,700	⁽¹⁰⁾		8.9400		1/4/2012

		28,200	⁽⁵⁾					14,100	⁽⁵⁾		6.5100		1/3/2013

		55,500	⁽⁶⁾								6.5850		3/7/2014

					31,200	⁽⁷⁾					6.7650		3/5/2015

		19,524			0						11.5000		1/5/2010

		200			0						9.0000		9/4/2010

		42,700			0						8.7000		2/27/2011

		49,500			0						12.2200		3/25/2012

		39,100			0						6.0000		3/31/2013


(1)		This column shows the fully-exercisable stock options and SARs granted to the Named Executive Officers prior to the last fiscal year.

(2)		Based on the closing price of a common share of PolyOne of $6.43 as reported on the New York Stock Exchange on December 30, 2005. The ultimate realization of profit, if any, on the sale of common shares underlying the option is dependent upon the market price of ~~the~~our common shares on the last trading day of the 2008 fiscal year, December 31, 2008 ($3.15).

(3)		These shares of restricted stock vest on the third anniversary of the date of ~~sale.~~grant.

(4)		These RSUs were granted in 2008 and vest on the third anniversary of the date of grant.

(5)		These stock-settled SARs were granted in 2006 and vest upon the attainment of target prices (sustained for three consecutive trading days) for our common shares as follows: 1/3 @ $7.50; 1/3 @ $8.50; and1/3 @ $10.00. In no event may the SARs vest sooner than one year from the date of grant.

(6)		These stock-settled SARs were granted in 2007 and vest upon the attainment of target prices (sustained for three consecutive trading days) for our common shares as follows: 1/3 @ $7.24; 1/3 @ $7.90; and1/3 @ $8.56. In no event may the SARs vest sooner than one year from the date of grant.

(7)		These stock-settled SARs were granted in 2008 and vest one-third on each of the first three anniversaries of the date of grant.

(8)		The stock-settled SARs granted to Mr. Wilson in 2005 became fully vested due to his separation from service and retirement eligibility under the terms of those awards.

(9)		One-third of the stock-settled SARs granted to Mr. Wilson vested due to his separation from service and retirement eligibility under the terms of those awards within six months of the vesting date. The remaining two-thirds were cancelled.

(10)		These stock-settled SARs were granted in 2005 and vest upon the attainment of target prices (sustained for three consecutive trading days) for our common shares as follows: 1/3 @ $9.84; 1/3 @ $10.73; and 1/3 @ $11.63.


			Performance or		Estimated Future Payouts Under
			Other Period		Non-Stock Price-Based Plans
	Value of		Until Maturation
Name	Award($)(1)		or Payout(2)		Threshold($)(3)		Target($)(4)		Maximum($)(5)

W. F. Patient		–0–		n/a		–0–		–0–		–0–
W. D. Wilson		304,900		3/15/08		152,450		304,900		609,800
W. C. Shiba		238,300		3/15/08		119,150		238,300		476,600
M. L. Rademacher		202,400		3/15/08		101,200		202,400		404,800
K. M. Smith		213,500		3/15/08		106,750		213,500		427,000
T. A. Waltermire(6)		1,113,600		3/15/08		556,800		1,113,600		2,227,200


				Present Value of
		Number of Years		Accumulated		Payments During Last
		Credited Service		Benefit		Fiscal Year
Name	Plan Name	(#)		($)		($)
S.D. Newlin	Supplemental Retirement benefit under Letter Agreement		—		4,341,255⁽¹⁾	0

R.M. Patterson	N/A		—		—	—

W.D. Wilson	PolyOne Merged Pension Plan⁽²⁾		24.9		589,172⁽²⁾	0

	The Geon Company Section 401(a)(17) Benefit Restoration Plan⁽²⁾		24.9		854,017⁽²⁾	0

K. M. Smith	PolyOne Merged Pension Plan⁽²⁾⁽³⁾		17.4		371,675⁽²⁾⁽³⁾	0

	The Geon Company Section 401(a)(17) Benefit Restoration Plan⁽²⁾⁽⁴⁾		17.4		473,654⁽²⁾⁽⁴⁾	0

M.L. Rademacher	N/A		—		—	—

B. Baert	N/A		—		—	—


(1)	~~Performance share awards were granted~~	The Present Value of Accumulated Benefit shown above for Mr. Newlin is the lump-sum value as of December 31, 2008 of the annual benefit payment earned as of December 31, 2008 that will be payable under Mr. Newlin’s Amended and Restated Letter Agreement, dated as of July 16, 2008, providing for a15-year certain and continuous life annuity beginning at age 58.6. Lump sum payments are not allowed under the ~~PolyOne Corporation 2000 Stock Incentive Plan as part~~plan. The assumptions used to determine the lump-sum value are a discount rate of ~~PolyOne’s long-term incentive plan, entitling each named executive~~6.64% and a post-retirement mortality using the RP-2000 Combined Healthy Mortality Tables for males projected by scale AA to a specific number of shares. Performance shares vest only to the extent that management goals for (1) cash flow, (2) return on invested capital (“ROIC”), and (3) level of Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) in relation to debt are achieved over the next three years. The number of performance shares awarded for the ROIC component will be adjusted based on a comparison of PolyOne’s ROIC to a peer group index. The value of the performance share award payable to each named executive, for achievement of the targeted level, is based on the number of shares granted multiplied by $8.54 (the average closing price for the~~60-day~~2009. trading period ending December 31, 2004). The number of performance shares awarded to each named executive is as follows: W.F. Patient 0 shares; W.D. Wilson 35,700 shares; W.C. Shiba 27,900 shares; M.L. Rademacher 23,700 shares; K.M. Smith 25,000 shares; and T.A. Waltermire 130,400 shares.

(2)		The ~~performance period during which the performance~~Present Value of ~~cash flow~~Accumulated Benefit shown above for each plan for Messrs. Wilson and ~~level of EBITDA in relation to debt will be measured for purposes of determining share distribution~~Smith is the ~~three-year period commencing on January 1, 2005 and ending on~~lump-sum value as of December 31, ~~2007. The ROIC metric will be measured at the end~~2008 of the ~~performance period. Performance share distributions, if any, will~~monthly pension benefit earned as of December 31, 2008 that would be ~~paid~~payable under that plan for Messrs. Wilson’s and Smith’s life beginning at age 62 (the earliest age prior to the Normal Retirement Age of 65 when benefits can commence unreduced for early retirement). Lump sum payments are not allowed under either plan. The assumptions used to determine the lump-sum value are a discount rate of 6.64% and a post-retirement mortality using the RP-2000 Combined Healthy Mortality Tables for males projected by ~~March 15, 2008.~~Scale AA to 2009. No pre-retirement decrements are assumed.

(3)	~~Refers to~~	Mr. Smith’s Number of Years Credited Service includes four additional years of pension service discussed in the ~~amount payable if threshold levels are met for each~~narrative following the 2008 Pension Benefit table. Without the four additional years of pension service, the Present Value of Accumulated Benefit would have been $286,340 instead of the ~~three equally weighted performance measurements. The threshold values~~$371,675 shown ~~above are indicative of a 50% payout for each metric, and~~in the levels for each measurement are as follows: Cash flow refers to the cumulative amounts for 2005 — 2007 that are less than the targeted level but above the threshold level. If the cumulative cash flow for 2005 — 2007 is less than the threshold level, then no amount is payabletable. Subsequent earnings under the plan for this metric. ROIC must be greater than threshold to receive a payout of any amount,. The ROIC measurement is adjusted by the performance of a peer group index. For every percentage point difference between PolyOnequalified and ~~the peer group average, 15%~~non-qualified plan will be added to (or subtracted from) the absolute percentage. The level of EBITDA in relation to debt is less than the targeted level but above the threshold level during the performance period. No amount is payable under the plan for this metric if the level of EBITDA in relation to debt does not meet this threshold.frozen effective March 20, 2009.

(4)	~~Refers to the amount payable if PolyOne’s (1) cash flow; (2) ROIC; and (3) level of EBITDA in relation to debt are equal to the targeted levels for all measurements, respectively.~~

~~(5)~~	~~Refers to the amount payable if PolyOne’s (1) cash flow; (2) ROIC; and (3) level of EBITDA in relation to debt meet or exceed the maximum levels for all measurements, respectively.~~

~~(6)~~	Mr. ~~Waltermire is entitled to receive one-third~~Smith’s Number of ~~any earned performance shares and performance cash payable for~~Years Credited Service includes four additional years of pension service discussed in the ~~2005-2007 performance period as more fully described~~narrative following the 2008 Pension benefit table. Without the four additional years of pension service, the Present Value of Accumulated Benefit would have been $364,905 instead of the $473,654 in the table. Subsequent earnings under the ~~section entitled “Separation Agreement with Mr. Waltermire.”~~qualified and non-qualified plan will be frozen effective March 20, 2009.


Final		Years Of Credited Service(1)
Average
Earnings($)		10(2)		15(2)		20(2)		25		30

	300,000		64,715		87,828		110,940		115,563		138,675
	400,000		87,115		118,228		149,340		155,563		186,675
	500,000		109,515		148,628		187,740		195,563		234,675
	600,000		131,915		179,028		226,140		235,563		282,675
	700,000		154,315		209,428		264,540		275,563		330,675
	800,000		176,715		239,828		302,940		315,563		378,675
	900,000		199,115		270,228		341,340		355,563		426,675
	1,000,000		221,515		300,628		379,740		395,563		474,675
	1,100,000		243,915		331,028		418,140		435,563		522,675
	1,200,000		266,315		361,428		456,540		475,563		570,675


	Executive		Registrant		Aggregate			Aggregate
	Contributions		Contributions in		Earnings			Withdrawals/			Aggregate Balance
	in Last FY⁽¹⁾		Last FY⁽²⁾		in Last FY⁽³⁾			Distributions⁽⁴⁾			at Last FYE⁽⁵⁾
Name	($)		($)		($)			($)			($)
S.D. Newlin	$	75,382	$	82,231	$	14,770		$	0		$	404,188

R.M. Patterson		38,308		12,000		(8,769	)		0			41,539

W.D. Wilson		49,125		26,788		(150,522	)		(284,766	)		307,440

K.M. Smith		13,442		23,330		(35,438	)		0			208,085

M.L. Rademacher		63,630		25,040		(140,380	)		0			403,432

B. Baert		—		—		—			—			—


(1)		These amounts reflect actual amounts earned by the Named Executive Officers in 2008 that have been deferred on a voluntary basis. The amounts reflected in this column are included in the Summary Compensation Table as follows:


			2007 “Non-Equity
			Incentive Plan
	2008 “Salary”		Compensation”
	Column		Column
S.D. Newlin	$	41,192	$	34,190

R.M. Patterson		38,308		—

W.D. Wilson		28,928		20,197

K.M. Smith		13,442		—

M.L. Rademacher		38,653		24,977

B. Baert		—		—


(2)		This column contains contributions by us in the last fiscal year under our non-qualified retirement plan, the PolyOne Supplemental Retirement Benefit Plan, which provides for benefits in excess of amounts permitted to be contributed under our qualified retirement plan, as follows: (a) our cash contributions in amounts equal to 100% on the first 3% of employee contributions plus 50% on the next 3% of employee contributions (the “Company Match”); (b) a retirement contribution by us in an amount equal to 2% of eligible earnings (the “Retirement Contribution”); and (c) for Messrs. Wilson and Smith (as heritage employees), an additional automatic company-paid contribution in the amount of 4% and 3.25%, respectively (the “Transition Contribution”). Mr. Baert does not currently participate in this plan or any other non-qualified deferred compensation plan. The following table breaks out the contributions made by us in 2008 under each of the types of contributions described above:


Company Contribution	Newlin		Patterson		Wilson		Smith		Rademacher		Baert
Company Match		56,537		11,492		14,738		10,081		19,089		—

Retirement Contribution		25,694		508		4,017		5,047		5,951		—

Transition Contribution		—		—		8,033		8,202		—		—


(3)		Because amounts included in this column do not include above-market or preferential earnings, none of these amounts are included in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table.

(4)		Subsequent to his separation from service, Mr. Wilson’s balance of $170,760 in his Geon Company Section 401(a)(17) Benefit Retirement Plan was distributed to him under the provisions of the plan and he elected to withdraw a portion of his balance ($114,006) from the PolyOne Supplemental Retirement Benefit Plan.

(5)		A portion of the balance reflected in the table represents amounts earned by the executives, which they have elected to defer on a voluntary basis. Certain of the Named Executive Officers also have balances in frozen non-qualified deferred compensation plans sponsored by our predecessor companies, Geon and M.A. Hanna. These plans are The Geon Company Section 401(a)(17) Benefit Restoration Plan and the M.A. Hanna Company Supplemental Retirement Benefit Plan. These amounts are reflected in the table.


	Voluntary
	Termination or									Involuntary
	Retirement⁽¹⁾		Involuntary							Termination
	(No COC; or,		Termination					Involuntary		without Cause or
	Following a COC,		with Cause					Termination		for Good Reason
	without Good		(Including					without Cause		(Following a
	Reason)		Following a COC)		Death/Disability			(No COC)		COC)
	($)		($)		($)			($)		($)
Cash Severance Benefit (salary continuation, multiple of annual incentive payments and additional cash payment for termination prior to 2/21/09)	$	0	$	0	$	0		$	3,105,001	$	5,685,001	⁽⁸⁾

Annual Incentive for Year of Termination		0		0		0			700,650		700,650

Cash LTIP-Vesting of Performance Units		0		0		2,071,233	⁽²⁾		0		3,107,600

Equity Awards


- Restricted Stock / Units		0		0		730,363			0		991,305

- Unexercisable Stock Options/SARs		0		0		0	⁽³⁾		0		0

Other Benefits


- Continuation of Medical, Dental and Vision Benefits including taxgross-up		0		0		0			42,140		63,209

- Continuation of Other Benefits (car allowance; other welfare benefits)		0		0		0			45,255		15,085

- Financial Planning Services		0		0		0			39,000		13,000

- Outplacement Benefits		0		0		0			0		0

- Additional Company Contribution for Defined Contribution Plans Under the Management Continuity Agreement		0		0		0			0		335,400

Excise Tax Gross Up⁽⁴⁾		0		0		0			0		5,000,713

SUB-TOTAL (Benefits Triggered Upon a Termination of Employment)		0		0		2,801,596			3,932,046		15,911,963

PLAN BALANCES/VESTED BENEFITS


Defined Contribution Plan(s) Balances (includes the Retirement Savings Plan and the Supplemental Retirement Benefit Plan)⁽⁵⁾		501,587		501,587		501,587			501,587		501,587

Present Value of Accrued Pension Benefit⁽⁶⁾		0		0		3,158,119/ 4,137,098	⁽⁷⁾		4,137,098		4,137,098

TOTAL (Includes Benefits that are Vested and Currently Payable to the Executive)		501,587		501,587		6,461,302/ 7,440,281	⁽⁷⁾		8,570,731		20,550,648


(1)		Retirement is defined as the executive’s attainment of age 55 with five years of service.

(2)		Assumes achievement of performance goals at the target level of performance.

(3)		Assumes a constant share price of $3.15, the closing sales price of our common shares on December 31, 2008.

(4)		This assumes that the presumption that any arrangement entered into within 12 months of a change of control is a parachute payment under Section 280G of the Internal Revenue Code is rebutted and, thus, the retirement benefit for Mr. Newlin is not considered a parachute payment for purposes of the calculations in the table.

(5)		This row consists mainly of amounts contributed by the executive to a retirement benefit plan of the Company that otherwise would have been paid to the executive and includes amounts disclosed in the “Aggregate Balance at Last FYE” column of the 2008 Nonqualified Deferred Compensation table.

(6)		The numbers shown in the table are illustrative only because lump sum payments are not available.

(7)		The first number represents payments received upon death and the second number represents payments received upon disability.

(8)		$525,001 of this amount is payable only upon involuntary termination without cause with a change of control.

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