0000950152-08-008704 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • November 5th, 2008 • Polyone Corp • Plastic materials, synth resins & nonvulcan elastomers • Ohio

This Consulting Agreement (this “Agreement”), dated as of September 9, 2008 (the “Effective Date”), is entered into by and between PolyOne Corporation, an Ohio corporation (the “Company”), and W. David Wilson (“Consultant”).

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July 16, 2008 Mr. Stephen D. Newlin 355 Calomus Circle Medina, MN 55340 Dear Steve:
Polyone Corp • November 5th, 2008 • Plastic materials, synth resins & nonvulcan elastomers • Ohio

By letter dated January 30, 2006, PolyOne Corporation (“PolyOne”) confirmed its verbal offer of employment to you, with a start date (the “Effective Date”) on or before February 21, 2006. By your acceptance dated February 6, 2006, you accepted the terms and conditions of employment set forth in that letter agreement. PolyOne amended and restated that letter agreement on February 21, 2008 to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any proposed, temporary or final regulations, or any guidance promulgated with respect to Section 409A by the U.S. Department of Treasury or the Internal Revenue Service (“Section 409A”). PolyOne desires to further amend and restate the February 21, 2008 letter agreement.

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