NOVEON, INC.
                         MANAGEMENT INCENTIVE PLAN


PURPOSE
-------

The Noveon, Inc. Management Incentive Plan (referred to herein as "MIP," or
the  "Plan")  has been  established  to provide  opportunities  for certain
selected management employees to receive incentive compensation as a reward
for high  levels of personal  performance  above the  ordinary  performance
standards  compensated by base salary.  While the amount of compensation at
risk may vary by position level or work country,  the purpose of the MIP is
to more closely align compensation of key employees to Company performance.

ELIGIBILITY
-----------

Participation  in MIP will be limited to management  employees who have the
potential  to  influence  the  performance  of the  Company  or the  Global
Business  Unit  (GBU) to  which  they are  assigned.  Participants  will be
selected and approved by the President & CEO annually. Inclusion in the MIP
does not assure that an individual will receive an incentive award nor does
it guarantee an individual  participation  in the MIP in future years.  Any
incentive award under this Plan is entirely  discretionary.  Employees must
be on the payroll  before  September 1 of the  applicable  calendar year to
participate in the MIP.

PARTICIPATION CATEGORIES
------------------------

Each  participant  in the MIP will be  assigned  an  incentive  opportunity
level.  The target  incentive  percentage  will be based upon the  assigned
level of the position and the country where the participant works.

In the United States,  changes to the assigned MIP target  percentages  for
executive  officers  will be  recommended  by  President  & CEO and will be
approved by the Compensation Committee of the Board of Directors.  Other US
participants will have target percentages  between 20% and 45% depending on
assigned pay level. In other countries, the assigned MIP target percentages
will  range  from  4% to  25%  depending  on  position.  Individual  target
percentages   will  be  assigned   based  upon  local   practice  and  each
participant's  pay  level.  The CEO will have  overall  responsibility  for
approving  the  target MIP  percentages  for all  participants,  other than
executive officers and other direct reports to the President & CEO.



<PAGE>


PERFORMANCE MEASURES
--------------------

The  MIP  performance   measures  will  be  established   annually  by  the
Compensation Committee and will be annexed as an attachment hereto.

DETERMINATION OF FINANCIAL/PERFORMANCE AWARDS
---------------------------------------------

The  calculation  of  MIP  awards  will  be  based  on  the  weighting  and
percentages  established annually by the Compensation Committee and will be
annexed as an attachment hereto.

Linear interpolation shall be used to determine the MIP award to the extent
that the actual  EBITDA or Working  Capital  amounts fall between or exceed
the amounts shown in the tables or charts set forth in the attachments.

Any MIP  awards  will be  calculated  based  upon the  actual  base  salary
(excluding  any  other  bonuses,  awards,  or other  types of  supplemental
compensation)  of the  participant as in effect on the last day of the Plan
year.

PAYMENT OF INCENTIVE AWARDS
---------------------------

Payment of any incentive  awards will be based upon  accomplishment  of the
established MIP performance measures.

Within  approximately  ninety (90) days of the close of the financial year,
overall  results  will be  calculated  and  any  incentive  awards  will be
determined  and paid to the  participant  in a single  cash  bonus  payment
through the Company's regular payroll process, subject to payroll taxes and
other appropriate withholdings.

In order to  receive  an  incentive  award,  a  participant  must be on the
payroll  on the  date  that any  incentive  awards  are  paid.  Any  unpaid
incentive award previously communicated shall be forfeited upon termination
of  employment   before  the  incentive  award  payment  date  unless  such
termination is due to retirement, disability or death.

Payment of MIP awards is discretionary  and the Compensation  Committee has
the right to modify or revise  financial/operational  performance  goals to
recognize  unusual  business  conditions  including,  but not  limited  to,
acquisitions, mergers or divestiture of GBUs.

Final  determination  of any incentive awards under the MIP will be made by
the President and CEO and approved by the  Compensation  Committee prior to
communication to participants.



<PAGE>


ADMINISTRATIVE PROVISIONS
-------------------------

1.   Individuals who are selected for  participation in the MIP after March
     1st of any Plan  year  will have any  incentive  awards  for that year
     prorated by the number of months they were participants in the Plan.

2.   Individuals  who are not  participants in the MIP prior to September 1
     of the applicable calendar year will not be eligible to participate in
     the MIP for such year.

3.   Because  of the  discretionary  nature  of the MIP,  participants  who
     terminate  (other  than  retirement,  disability  or  death)  from the
     Company prior to payment of any incentive  awards will not be eligible
     to receive an award from the MIP.

4.   Individual  participants  (or their  heirs)  who either  elect  normal
     retirement, or are totally disabled (as defined in Section 6 below) or
     die will be eligible to receive a prorated incentive award if an award
     is paid.  The  amount of any  incentive  award  will be based upon the
     number of months that the individual was an active  participant in the
     MIP.

5.   Retirement,  for  purposes  of  this  Plan,  shall  involve  the  same
     determinations and eligibility requirements set forth for a Retirement
     Benefit as provided in the Noveon Pension Plan for Salaried Employees.

6.   Totally  disabled,  for purposes of this Plan,  shall involve the same
     determinations  and eligibility  requirements for a Disability Benefit
     as provided in the Noveon Pension Plan for Salaried Employees.

7.   In the case of a  participant's  death before  payment of a previously
     announced  incentive  award, the incentive award payment shall be paid
     in a lump sum to the participant's estate.

8.   Participants who change positions or assigned  business unit will have
     any MIP award pro-rated taking into consideration the number of months
     during the Plan year they were assigned to different business units or
     at different MIP target incentive levels.

9.   Individual  participants whose employment with Noveon is terminated as
     a result of the sale of their  assigned  business unit will be handled
     on a  case-by-case  basis and a decision on any MIP award will be made
     by the Compensation  Committee for executive  officers,  or by the CEO
     for all other participants.

10.  Participation in the Plan is discretionary and inclusion in the MIP or
     payment of any incentive awards is no promise of future  participation
     in the MIP nor is it a  promise  of  future  employment  with  Noveon.
     Participation  in the MIP does not  diminish  the  Company's  right to
     discharge any participant regardless of the effect that such discharge
     may have upon him/her as a  participant  in this MIP. No member of the
     Company's  Board of  Directors,  the NLT,  nor any officer or employee
     shall be liable to any  person  for any  action  taken or  omitted  in
     connection with the administration of this Plan.

11.  Plan year means the Company's  fiscal year as now established or as it
     may be changed from time to time hereafter.

12.  Prior to the actual payment of any incentive award under this Plan, no
     interest  of any  participant  in this Plan  shall be  subject  in any
     manner to sale, transfer, assignment, pledge, attachment, garnishment,
     or other alienation or encumbrances of any kind; nor may such interest
     in  any  incentive  award  prior  to  its  payment  be  taken,  either
     voluntarily or involuntarily  for the satisfaction of the debts of, or
     other  obligations  or claims  against,  such  participant,  including
     claims  for  alimony,  support,  separate  maintenance,  and claims in
     bankruptcy proceedings.

13.  At all times,  this Plan shall be entirely  unfunded  and no provision
     shall at any time be made with  respect to  segregating  any assets of
     the Company for payment of any awards  hereunder.  With respect to any
     claim for an unpaid but previously  communicated incentive award under
     this  Plan,  a  participant  is a general  unsecured  creditor  of the
     Company.

BINDING EFFECT
--------------

This Plan shall be binding upon the beneficiaries,  heirs,  executors,  and
administrators  of the  participant.  Nothing  contained in this Plan shall
constitute a guaranty by the Company or any other person or entity that the
assets  of the  Company  will  be  sufficient  to pay any  incentive  award
hereunder.

AMENDMENT AND TERMINATION
-------------------------

The Company's  Compensation  Committee may at any time terminate this Plan,
in whole or in part, or amend it from time to time. Any such termination or
amendment may be made retroactively.



<PAGE>


PLAN GOVERNANCE
---------------

The Compensation  Committee  maintains the right to modify or terminate the
MIP at any  future  date.  The  Compensation  Committee  of  the  Board  of
Directors   will   resolve  any  disputes  or   questions   regarding   the
administration of the MIP (including the interpretation of ambiguous terms)
and their decisions will be final and binding on all parties. A participant
shall not have any right to receive a payment of  benefits  under this Plan
except in  accordance  with the terms of the  Plan.  In the event  that any
provisions of the Plan shall be held to be invalid by any competent  court,
this Plan  shall be  interpreted  as if such  provision  was not  contained
herein.


Adopted on the 24th day of February, 2003.

NOVEON, INC.



By:   /s/ Christopher R. Clegg
   -----------------------------------
   Christopher R. Clegg, Senior Vice
      President, General Counsel
      and Secretary