Exhibit 10.11

                                NOVEON, INC.

                     SPECIAL DEFERRED COMPENSATION PLAN
               (First Restatement effective November 1, 2002)

                                 ARTICLE I
                                  Purpose

          The  purpose  of this  Special  Deferred  Compensation  Plan (the
"Plan") of Noveon,  Inc.  (the  "Company")  is to provide a select group of
senior management employees of the Company the ability to defer the receipt
of compensation, for the periods provided in this Plan. It is intended that
this Plan shall be considered an unfunded plan  maintained  for the purpose
of providing  deferred  compensation  for a select group of  management  or
highly  compensated  employees  for  purposes  of  Title I of the  Employee
Retirement Income Security Act of 1974, as amended,  and shall be construed
accordingly.

                                 ARTICLE II
                                Definitions

          For  purposes of this Plan,  the  following  terms shall have the
following meanings:

          2.1  "ACCOUNT" shall mean the memorandum account  established for
               a Participant pursuant to Section 4.1.

          2.2  "ADMINISTRATOR"   shall   mean  the   Company's   Retirement
               Committee which shall be responsible for  administering  and
               interpreting the Plan pursuant to Section 6.1.

          2.3  "ASSIGNMENT  AGREEMENT" shall mean an Agreement  Relating to
               Deferred Compensation Arrangements.

          2.4  "BENEFICIARY"  shall mean the person designated from time to
               time  in  writing   delivered  to  the  Administrator  by  a
               Participant  to receive  payments  under this Plan after the
               death of such  Participant  or, in the  absence  of any such
               designation  or in the  event  that such  designated  person
               shall predecease such Participant, the Participant's estate.
               A Participant  shall designate a Beneficiary in the Deferral
               Election   Agreement   executed  by  the   Participant   and
               thereafter may change his Beneficiary  designation by filing
               with the Administrator an Election Change Form.

          2.5  "COMPANY"  shall mean Noveon,  Inc.  (formerly  known as PMD
               Group Inc.), a Delaware corporation.

          2.6  "DEFERRAL  ELECTION  AGREEMENT"  shall  mean  the  agreement
               provided by the  Administrator  and  executed by an Eligible
               Employee to elect to participate in the Plan.

          2.7  "DEFERRED  AMOUNT" shall mean as of any date a Participant's
               Deferred  Compensation plus any gains or losses attributable
               thereto  as of such date  which  have been  credited  to the
               Account of such  Participant,  less any amounts paid to such
               Participant pursuant to Article V hereof.

          2.8  "DEFERRED  COMPENSATION"  shall  mean,  with  respect  to  a
               Participant, an amount equal to the cash payment received by
               the  Company  pursuant  to  the  Assignment   Agreement  and
               Deferred Amounts elected on an appropriately executed annual
               Deferral Election Agreement.

          2.9  "ELECTION  CHANGE FORM" shall mean a form  designated  as an
               Election Change Form by the Administrator for use under this
               Plan.

          2.10 "ELIGIBLE   EMPLOYEE"   shall  mean  the  Company's   senior
               management   employees   selected  by  the  Company's  Chief
               Executive Officer and the Retirement  Committee who are paid
               through a United States based facility payroll system.

          2.11 "INVESTMENT CHOICES" shall mean the investment vehicles made
               available by the Administrator  from time to time in which a
               Participant's  Deferred Amount will be invested  pursuant to
               Section 4.2.

          2.12 "PARTICIPANT"  shall mean any  Eligible  Employee who enters
               into a Deferral Election Agreement pursuant to Section 3.1.

          2.13 "PLAN"  shall  mean  this  Noveon,   Inc.  Special  Deferred
               Compensation Plan (formerly known as The PMD Group Inc. 2001
               Special Deferred Compensation Plan).

          2.14 "PLAN YEAR" shall mean the calendar year.

          2.15 "SUBSTANTIAL HARDSHIP" shall mean an unanticipated emergency
               or necessity that is caused by events outside of the control
               of the  Participant  (or in the  event of the  Participant's
               death,  his   Beneficiary)   that  would  result  in  severe
               financial  hardship to the  Participant  (or in the event of
               the Participant's death, his Beneficiary),  as determined in
               the sole discretion of the Administrator.

          2.16 "TRUST"  shall mean the trust  established  pursuant  to the
               Trust  Agreement  for  the  Noveon,  Inc.  Special  Deferred
               Compensation Plan.

          2.17 "TRUSTEE"  shall  mean the  person  or  entity  named as the
               trustee in the separate Trust document and forming a part of
               this Plan and any successor trustees.

                                ARTICLE III
                          Deferral of Compensation

          3.1  Deferral  Election  Agreement.  Each  Eligible  Employee may
               elect to  participate  in the Plan by  executing  a Deferral
               Election  Agreement.  The Deferral Election  Agreement shall
               specify the Deferred  Amount (in whole  percentages  of such
               compensation)  that can be up to forty  percent (40%) of the
               Eligible  Employee's  base  salary and up to ninety  percent
               (90%)  of the  Eligible  Employee's  incentive  compensation
               award, if any.

                    (a)  An Eligible  Employee who is a new  Participant to
                         this  Plan  may   execute  a   Deferral   Election
                         Agreement  for the deferral of base salary  during
                         the first  thirty  (30) days of  participation  in
                         accordance  with uniform rules  established by the
                         Plan Administrator.  A new Participant's  Deferral
                         Election  Agreement  shall be  effective  only for
                         compensation  paid  after  the  Deferral  Election
                         Agreement is executed.

                    (b)  Thereafter,  a  Participant  can elect to  reduce,
                         discontinue, or increase his/her Deferral Election
                         Agreement for the deferral of the next Plan Year's
                         base salary during the forty-six (46) day election
                         period  established  by  the  Administrator.   The
                         Participant's Deferral Election Agreement shall be
                         effective  only for  compensation  paid  after the
                         Deferral Election Agreement is executed.

                    (c)  A  Participant  may  elect to  defer an  incentive
                         compensation  award  payable by the Company in the
                         following  Plan  Year  provided  the   Participant
                         executes a Deferral Election  Agreement during the
                         election period  established by the  Administrator
                         in  paragraph  (b)  above.   Notwithstanding   the
                         foregoing,  a Deferral  Election  Agreement can be
                         made for the incentive  compensation award payable
                         in 2003 in a delayed  election period  established
                         by the  Administrator  provided  such  election is
                         made  before  the  determination  of the  Eligible
                         Employee's share of any such incentive award.

                    (d)  Upon execution,  a Participant's Deferral Election
                         Agreement for deferral of base salary shall become
                         irrevocable  until the next  election  period  for
                         this  Plan  or  in  the  event  of  a  Substantial
                         Hardship.     Upon    a    Substantial    Hardship
                         distribution,  a Participant's  Deferral  Election
                         Agreement  shall be  suspended  for a period of at
                         least six (6) months.

                    (e)  A Participant's  Compensation  shall be reduced in
                         accordance with his/her election hereunder and the
                         amounts of Compensation  deferred shall be paid by
                         the    Company   to   the   Trust   as   soon   as
                         administratively feasible.

          3.2  Distribution  Election.  The  Participant's  annual Election
               Form  shall  specify  the date on which the  payment  of the
               Deferred  Amount shall  commence (the "Payment  Commencement
               Date") and whether the payment of such Deferred Amount shall
               be made in a single  lump sum,  or in five,  ten or  fifteen
               annual  installments.  A Participant's  Payment Commencement
               Date shall not be less than twenty-four (24) months from the
               date the Deferred Amount would have originally been payable.
               If an  installment  distribution  is elected,  the amount of
               each  installment  established  in  accordance  with uniform
               rules established by the Plan  Administrator and each annual
               installment  shall be paid on or about  January 15th of each
               installment year.

                                 ARTICLE IV
                       Treatment of Deferred Amounts

          4.1  Accounts.  The Company shall establish a bookkeeping account
               (the  "Account")  for  each  Participant  reflecting  annual
               Deferred  Compensation   contributions  and  the  respective
               Payment  Commencement  Dates for such  contributions made on
               the  Participant's  behalf together with any adjustments for
               income, gain or loss and any distributions from the account.
               The Plan  Administrator  shall cause the Trustee to maintain
               and invest  separate  asset accounts  corresponding  to each
               Participant's account.

          4.2  Directed  Investments.  Effective  for new  deferrals on and
               after November 1, 2002, the  Participant's  Deferred Amounts
               shall be invested in a money market  mutual fund selected by
               the   Administrator.    Effective   April   1,   2003,   the
               Administrator  or its designee  shall select the  investment
               funds to which the  Participants  may direct the investments
               of their  Account  balances.  The assets  attributable  to a
               Participant's  Account  held in the Trust  shall be invested
               among  the  available  investments  as the  Participant  may
               direct  in  accordance   with  rules   established   by  the
               Administrator.

          4.3  Unsecured Obligation. The Plan and the crediting of Accounts
               hereunder  shall be merely for the purpose of  recording  an
               unsecured contractual obligation.

          4.4  Reports. Until the entire Deferred Amount in a Participant's
               Account  shall  have been  paid in full,  the  Company  will
               furnish  to the  Participant,  at least  annually,  a report
               setting forth the activity and balance of his Account.

                                 ARTICLE V
                        Payment of Deferred Amounts

          5.1  Form of Payment. All payments of Deferred Amounts under this
               Plan shall be made in cash.

          5.2  Payment of Deferred  Amount.  Except as provided in Sections
               5.3 or 5.4  below or as a  result  of a  Change  of  Control
               defined  in  Section  5.5 below,  the  Deferred  Amount in a
               Participant's  Account  shall be paid or commence to be paid
               to such  Participant  only in  accordance  with  Section 3.2
               hereof.

          5.3  Acceleration   of   Payments.   Notwithstanding   any  other
               provision of this Plan to the contrary, upon a Participant's
               Substantial  Hardship (or, in the event of the Participant's
               death, his Beneficiary's Substantial Hardship), and with the
               consent of the  Administrator,  a  Participant  (or,  in the
               event  of the  Participant's  death,  his  Beneficiary)  may
               withdraw  such  portion  of  his  Deferred   Amount  as  the
               Administrator   determines   is  necessary  to  satisfy  the
               Participant's  financial  emergency (or, in the event of the
               Participant's death, his Beneficiary's financial emergency).

          5.4  Death  Benefit.  If a  Participant  dies before the complete
               distribution   of  his/her   Deferred   Amounts,   the  Plan
               Administrator  shall  contact  the  deceased   Participant's
               designated  Beneficiary for such  Beneficiary's  election of
               either an  immediate  lump sum or  deferred  lump sum, or an
               immediate  or  deferred  installment   distribution  of  the
               deceased  Participant's  Deferred Amounts.  Thereafter,  the
               Plan  Administrator  shall  instruct  the  Trustee  to begin
               paying the balance of the  deceased  Participant's  Deferred
               Amounts in the method elected by the deceased  Participant's
               designated Beneficiary.  A deceased Participant's designated
               Beneficiary  entitled  to  payments  under this  Section 5.4
               shall be  considered a limited  Participant  for purposes of
               directing  the  investments  of the  deceased  Participant's
               Account  under  Section  4.2 above (if  applicable)  and for
               purposes  of   requesting  a   distribution   because  of  a
               Substantial   Hardship   under   Section   5.3   above   (if
               applicable).

          5.5  Change  of  Control.  In  the  event  that  a  Participant's
               employment  terminates  within  twelve (12) months  after an
               event that the Plan Administrator determines is a "Change of
               Control" (as defined below),  the Plan  Administrator  shall
               distribute to such  Participant  (or to the beneficiary of a
               deceased  Participant)  the  Participant's  account  balance
               under  the Plan in a lump  sum  payment,  regardless  of the
               Participant's  prior  benefit  distribution  elections.  For
               purposes  of this  Plan,  the  Plan  Administrator  has sole
               discretionary  authority to  determine  whether a "Change of
               Control" has occurred which may include,  but not be limited
               to,  the  definition  of a  "Transaction"  as  used  in  the
               Company's  Stock Option  Plan,  as amended from time to time
               (the  "Stock  Option  Plan");   other  than  a  "Non-Control
               Transaction" as defined in the Stock Option Plan.

                                 ARTICLE VI
                               Administration

          6.1  Administrator.  The Administrator  shall have full authority
               to construe and  interpret  the terms and  provisions of the
               Plan, to adopt, alter and repeal such administrative  rules,
               guidelines and practices governing this Plan and perform all
               acts,   including  the  delegation  of  its   administrative
               responsibilities,  as it  shall,  from  time to  time,  deem
               advisable,  and to otherwise supervise the administration of
               this Plan. The Administration may correct any defect, supply
               any omission or reconcile any  inconsistency in the Plan, or
               in any election  hereunder,  in the manner and to the extent
               it shall deem  necessary to carry the Plan into effect.  Any
               decision,  interpretation  or other  action made or taken in
               good faith by or at the  direction of the  Administrator  in
               connection  with  the  Plan  shall be  within  the  absolute
               discretion of the Administrator and shall be final,  binding
               and   conclusive  on  the  Company  and  all  employees  and
               Participants   and  their   respective   heirs,   executors,
               administrators, successors and assigns. A Participant who is
               also the Administrator,  a member of a committee that is the
               Administrator  or a  person  to whom the  Administrator  has
               delegated  responsibility pursuant to this Section 6.1 shall
               not participate in any decision  involving a request made by
               him or  relating  in  any  way to  his  rights,  duties  and
               obligations as a Participant  (unless such decision  relates
               to all Participants generally and in a similar manner).

          6.2  Liability.  No  member  of the  Board  of  Directors  of the
               Company or any of its affiliates,  nor the  Administrator or
               an   employee  or  agent  of  the  Company  or  any  of  its
               affiliates, shall be liable for any act or action hereunder,
               whether of omission or  commission,  by any other  person to
               whom duties in  connection  with the  administration  of the
               Plan  have  been  delegated  or,  except  in   circumstances
               involving  his bad faith,  gross  negligence  or fraud,  for
               anything done or omitted to be done by himself.  The Company
               or the Administrator may consult with legal counsel, who may
               be counsel for the Company or other counsel, with respect to
               its obligations and duties hereunder, or with respect to any
               action or  proceeding  or any question of law, and shall not
               be liable with  respect to any action taken or omitted by it
               in good faith pursuant to the advice of such counsel.

          6.3  Claims  Procedure.  Claims for benefits under the Plan shall
               be   filed  in   writing   with   the   Administrator.   The
               Administrator   shall   furnish   written   notice   of  the
               disposition  of a claim to the claimant  within  ninety (90)
               days  after  the  application  is filed.  Losses or  damages
               incurred  due to a delay  caused by the  claimant's  lack of
               reasonable  cooperation  shall  not  be  chargeable  to  the
               Administrator.  In the event a claim is denied,  the reasons
               for the denial shall be specifically set forth in the notice
               in language  calculated  to be  understood  by the claimant,
               pertinent  provisions of the Plan shall be cited, and, where
               appropriate,  an  explanation  as to how  the  claimant  can
               perfect  the  claim  will  be  provided.  In  addition,  the
               claimant  shall  be  furnished  with an  explanation  of the
               Plan's claims review procedure.

          6.4  Claims   Review   Procedure.   A   Participant   or  his/her
               Beneficiary  who has been  denied a benefit by a decision of
               the Administrator  pursuant to Section 6.3 shall be entitled
               to request the  Administrator to give further  consideration
               to the claim by filing with the  Administrator a request for
               a review. Such request, together with a written statement of
               the reasons why the claimant  believes  his/her claim should
               be allowed,  shall be filed with the  Administrator no later
               than  ninety   (90)  days  after   receipt  of  the  written
               notification   provided  for  in  Section  6.3  above.   The
               Administrator  may in its  sole  discretion  establish  such
               procedures,  as it  deems  necessary  or  advisable  for the
               conduct  of any  such  review.  After  the  review  has been
               completed,  the  Administrator  shall  render a decision  in
               writing, a copy of which shall be sent to the claimant. Such
               decision shall set forth the specific  reason or reasons for
               the decision and the specific Plan and/or Trust provision(s)
               upon  which  the  decision  is based.  The  interpretations,
               determinations,  and decisions of the Administrator shall be
               final and  binding  upon all  persons  with  respect  to any
               right, benefit, and privilege hereunder. Except as otherwise
               provided by  applicable  law, the review  procedures of this
               Section shall be the sole and exclusive  remedy and shall be
               in lieu of all actions at law, in equity,  or otherwise.  In
               any event, a Participant or his/her Beneficiary must exhaust
               the  review  procedures  of  this  Section  6.4  before  the
               commencement  of any such action.  The  Administrator  shall
               make a  final  decision  as to the  allowance  of the  claim
               within  sixty (60) days of  receipt  of the  appeal  (unless
               there  has  been an  extension  of  sixty  (60)  days due to
               special  circumstances,  provided  the delay and the special
               circumstances   occasioning  it  are   communicated  to  the
               claimant within the sixty (60) day period).  Delays incurred
               by the  Administrator  in reviewing a claim denial caused by
               the claimant's lack of reasonable  cooperation  shall not be
               chargeable  to the  Administrator.  Any  communication  to a
               claimant  shall  be  written  in a manner  calculated  to be
               understood  by  the  claimant  and  shall  include  specific
               reasons for the  decision  and  specific  references  to the
               pertinent Plan provisions on which the decision is based.

                                ARTICLE VII
                               Miscellaneous

          7.1  Participants'  Rights.  A Participant,  at all times,  shall
               have an immediate one hundred percent (100%) vested interest
               in his Account.

          7.2  Amendment   or   Termination.   Notwithstanding   any  other
               provision of this Plan, the  Administrator  may at any time,
               and from time to time,  amend,  in whole or in part,  any or
               all of the  provisions  of the Plan, or suspend or terminate
               it  entirely;  provided,  however  that any such  amendment,
               suspension or termination  may not,  without a Participant's
               consent,  adversely  affect any Deferred  Amount credited to
               such   Participant's   Account  prior  to  such   amendment,
               suspension or  termination.  Notwithstanding  the foregoing,
               the  Administrator  may change one or all of the  Investment
               Choices at any time, and upon any  termination of this Plan,
               the Administrator may in its sole discretion  accelerate the
               payment of all Deferred  Amounts  credited as of the date of
               termination  of this Plan.  The Plan shall  remain in effect
               until all obligations hereunder have been satisfied or until
               it is terminated pursuant to this Section 7.2.

          7.3  Expenses.  The  Company  will pay all  expenses  incurred in
               administering this Plan and no part thereof shall be charged
               against   any   Participant's   Account   or   any   amounts
               distributable hereunder.

          7.4  Withholding.  The Company shall withhold from  Participants'
               compensation,   or  from  amounts  payable  hereunder,   any
               federal, state or local taxes required by law to be withheld
               in  connection  with the  deferral or payment of any amounts
               hereunder.

          7.5  No Obligation. Neither this Plan nor any elections hereunder
               shall create any  obligation  on the Company to continue any
               existing  incentive  compensation  plans or  policies  or to
               establish or continue any other programs,  plans or policies
               of any  kind.  Neither  this  Plan  nor  any  election  made
               pursuant  to this Plan shall give any  Participant  or other
               employee  the right to  receive  benefits  not  specifically
               provided  for by the Plan,  nor any right  with  respect  to
               continuance of employment by the Company, nor shall there be
               a  limitation  in any way on the  right  of the  Company  to
               terminate his employment at any time.

          7.6  No  Assignment.  No  right or  interest  in any  Account  or
               Deferred   Amount   under   this   Plan  may  be   assigned,
               transferred,  pledged  or  hypothecated,  and  no  right  or
               interest of any  Participant in any Account  hereunder or to
               any Deferred  Amount  shall be subject to any lien,  pledge,
               encumbrance,  charge,  garnishment,  execution,  alienation,
               obligation  or  liability  of  such   Participant,   whether
               voluntary or involuntary, including, but not limited to, any
               liability  that is for  alimony  or other  payments  for the
               support  of a spouse  or  former  spouse,  or for any  other
               relative of a Participant.

          7.7  Facility of Payment.  Any amounts  payable  hereunder to any
               person who is under legal disability or who, in the judgment
               of the  Administrator,  is unable to  manage  his  financial
               affairs,  may be paid to the  legal  representative  of such
               person or may be applied  for the  benefit of such person in
               any manner that the Company  may  select.  Any such  payment
               shall be deemed to be payment for such person's Account, and
               shall  be a  complete  discharge  of  all  liability  of the
               Company with respect to the amount so paid.

          7.8  Applicable Law. This Plan and the obligations of the Company
               hereunder  shall be subject to all  applicable  federal  and
               state laws,  rules and  regulations and to such approvals by
               any  governmental  or regulatory  agency as may from time to
               time be required.

          7.9  Governing  Law.  This Plan and actions  taken in  connection
               herewith shall be governed and construed in accordance  with
               the laws of the  State of Ohio  (regardless  of the law that
               might otherwise  govern under  applicable Ohio principles of
               conflict of laws).  Any provision of this Plan prohibited by
               the law of any jurisdiction  shall, as to such jurisdiction,
               be  ineffective  to the extent of such  prohibition  without
               invalidating the remaining provisions hereof.

          7.10 Construction.  Wherever  any  words are used in this Plan in
               the masculine  gender they shall be construed as though they
               were also  used in the  feminine  gender in all cases  where
               they would so apply,  and wherever any words are used herein
               in the singular  form they shall be construed as though they
               were also used in the  plural  form in all cases  where they
               would so  apply.  The  titles to  sections  of this Plan are
               intended as a convenience and shall not be used as an aid in
               construction of any provisions hereof.

First Restatement to Special Deferred  Compensation Plan effective November
1, 2002.




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