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                                                                    EXHIBIT 10.2

                              RETIREMENT AGREEMENT


         AGREEMENT, dated November 28, 2000, between OMNOVA Solutions Inc.
("OMNOVA"), an Ohio corporation whose headquarter offices are located at 175
Ghent Road, Fairlawn, Ohio 44333-3300, and JOHN B. YASINSKY, an individual
residing at 1984 Stockbridge Road, Akron, Ohio 44313.

         You have notified OMNOVA that you have decided to retire and terminate
your status as an employee of OMNOVA as of November 30, 2000, and thereafter,
you will be willing to continue to perform certain services on behalf of OMNOVA
in the capacities and during the periods specified below. Accordingly, the
purpose of this Agreement is to record the terms and conditions applicable to
(a) the transition of your employment and relationships with OMNOVA and (b) your
performance of services as Chairman of the Board of Directors and a non-employee
Director of OMNOVA.

1.       STATUS AND SERVICES AS AN EMPLOYEE

         From the date hereof and until November 30, 2000, you will continue to
         serve as Chairman of the Board of Directors ("Chairman"), Chief
         Executive Officer ("CEO") and a Director of OMNOVA and, in such
         capacities, will continue to perform all duties that you heretofore
         have performed in these capacities. Effective as of December 1, 2000,
         you will resign as the CEO of OMNOVA and you will retire from your
         employment and cease to be an employee of OMNOVA. Effective as of
         February 4, 2001, you will resign as Chairman and as a Director of
         OMNOVA.

2.       STATUS AND SERVICES AS CHAIRMAN AND NON-EMPLOYEE DIRECTOR

         During the period commencing on December 1, 2000 and ending on February
         4, 2001, you will serve as Chairman and as a Director of OMNOVA but you
         will not be an employee of OMNOVA. During such period, you will perform
         the duties which the Chairman customarily has performed, including
         consultation with the Directors, the CEO and President and other
         executive officers of OMNOVA about matters related to corporate
         governance and the conduct of OMNOVA's business.



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John B. Yasinsky
Retirement Agreement
November 28, 2000
Page 2 of 6

3.       COMPENSATION

         (a)      Until you retire on December 1, 2000, OMNOVA will continue to
                  pay to you the annual salary which the Directors last
                  established for your position. Additionally, you will be
                  eligible for consideration for payment of a year-end incentive
                  amount in February 2001 in respect of fiscal year 2000 in
                  accordance with OMNOVA's established policy and practices.

         (b)      On February 1, 2001, OMNOVA will pay you $600,000 in
                  accordance with the February 1, 1999 Key Employee Retention
                  Letter Agreement between you and GenCorp Inc. (which Agreement
                  was assumed by OMNOVA in connection with the October 1, 1999
                  spinoff of OMNOVA from GenCorp Inc.), notwithstanding your
                  voluntary termination of employment with OMNOVA prior to
                  February 1, 2001.

         (c)      Commencing on December 1, 2000 and ending on February 4, 2001,
                  OMNOVA will pay you its standard nonemployee director fees and
                  reimburse you for reasonable business expenses in connection
                  with attendance at meetings In accordance with the Company's
                  normal compensation and reimbursement policies for nonemployee
                  directors.

         (d)      Commencing on December 1, 2000 and ending on February 4, 2001,
                  OMNOVA will provide you with a Special Pay Arrangement as
                  compensation for your service as Chairman in the amount of
                  $12,500 per month, prorated for any portion thereof.

         (e)      Commencing on December 1, 2000 and ending on February 4, 2001,
                  OMNOVA will pay or reimburse to you any reasonable business
                  expenses (including, but not limited to, travel, lodging and
                  meals) which you incur in performing your duties as Chairman.
                  OMNOVA will pay or reimburse you for such expenses in
                  accordance with the Company's normal reimbursement policies
                  for nonemployee directors.

         (f)      You will pay all taxes, if any, which are assessed in
                  connection with any payment which OMNOVA makes to you,
                  directly or indirectly, for or in connection with any services
                  that you perform after your retirement.



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John B. Yasinsky
Retirement Agreement
November 28, 2000
Page 3 of 6

4.       PENSION AND OTHER BENEFITS

         (a)      PENSION. Upon your retirement, your pension benefits will be
                  payable as provided and in the amounts specified below:

                  (i)      Commencing on December 1, 2000, you will be eligible
                           to receive your pension benefit under the Pension
                           Plan for Salaried Employees of OMNOVA Solutions Inc.
                           ("Pension Plan") and OMNOVA will arrange for payment
                           of your pension benefit under the Pension Plan in
                           accordance with your election.

                  (ii)     Commencing on December 1, 2000, you will be eligible
                           to receive a pension benefit under the OMNOVA
                           Solutions Inc. Benefits Restoration Plan ("BRP") in
                           the annual amount of $101,166.

                  (iii)    Your supplemental pension determined in accordance
                           with Paragraph 8 of the October 15, 1993 employment
                           agreement between you and GenCorp Inc. (which
                           agreement was assumed by OMNOVA in connection with
                           the October 1, 1999 spinoff of OMNOVA from GenCorp
                           Inc.) ("Employment Agreement") shall be determined as
                           if your employment with OMNOVA continued until your
                           62nd birthday. Commencing on December 1, 2000, you
                           will be eligible to receive a supplemental pension
                           benefit under the Employment Agreement in the annual
                           amount of $587,165.

                  (iv)     In accordance with your election filed with the
                           company on May 12, 1999, OMNOVA will pay to you as
                           soon as practicable after your retirement the amount
                           of $7,976,173, less applicable taxes, as a lump sum
                           payment of the full value of, and in full
                           satisfaction of, (A) your pension under the BRP, and
                           (B) your supplemental pension under your Employment
                           Agreement as modified in the foregoing subparagraph
                           (iii), calculated in accordance with the terms of the
                           BRP and the Employment Agreement.

         (b)      POST-RETIREMENT MEDICAL BENEFITS. You have not completed
                  sufficient employment service with OMNOVA to be eligible for
                  participation in the OMNOVA Retiree Medical Plan. Commencing
                  December 1, 2000, you are eligible to participate in OMNOVA `s
                  Non-Employee Directors Health Care Plan, which allows for
                  continued participation by you and your spouse even after you
                  have retired from the Board of Directors. You have received
                  information about the coverage provided by this plan. OMNOVA
                  will pay or reimburse you for the periodic premiums for
                  participation in this plan, up to an annual amount of $6,000
                  until you attain age 65, and up to an annual amount of $2,700
                  thereafter.



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John B. Yasinsky
Retirement Agreement
November 28, 2000
Page 4 of 6

         (c)      Nothing herein will be deemed to limit or otherwise affect any
                  right that you may have after your retirement under any
                  employee benefit plan of OMNOVA not addressed in this
                  Paragraph 4.

5.       STOCK OPTIONS

         All OMNOVA stock options that you hold as of November 30, 2000, will be
         exercisable in accordance with their terms and conditions for the
         remainder of their respective 10-year terms. In addition, to the extent
         eligible under the applicable plan and, subject to applicable law, your
         exercisable options will be included in any repricing, conversion,
         reissue, exchange or buyback action undertaken for all outstanding
         options, and the relevant portion of your exercisable options will be
         included in any repricing, conversion, reissue, exchange or buyback
         action undertaken for all outstanding options of a particular annual
         grant.

6.       COUNTRY CLUB MEMBERSHIP

         Commencing December 1, 2000 and for the period while you serve as
         Chairman, OMNOVA will pay or reimburse you for membership fees and dues
         at Portage Country Club for your business and personal use.

7.       FINANCIAL PLANNING

         OMNOVA will pay or reimburse to you in accordance with its current
         policy and practices a portion of the fees charged by AYCO for personal
         financial consulting services rendered to you in respect of calendar
         years 2001, 2002 and 2003 to the extent that such fees invoiced to
         OMNOVA do not exceed $17,000 per year.

8.       ANNUAL PHYSICAL

         Commencing December 1, 2000 and through 2004, OMNOVA will continue to
         provide you with the opportunity to receive a physical examination at
         the Greenbrier Clinic or any other qualified medical center that you
         may select. The frequency and extent of any such examination will be
         pursuant and subject to the provisions of OMNOVA's Executive Physical
         Directive.

9.       CONFIDENTIAL INFORMATION

         You will hold in confidence and will not disclose to any third person
         or use for your personal benefit any confidential information or trade
         secret which OMNOVA has disclosed to you. As used herein, "confidential
         information" and "trade secrets" mean any and all information of OMNOVA
         and/or any of its subsidiaries, which is not generally available to
         third persons and relates to the products, customers, pricing, terms of
         sale, manufacturing processes,


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John B. Yasinsky
Retirement Agreement
November 28, 2000
Page 5 of 6

         research and development or any other aspect of the business of OMNOVA
         and/or any of its subsidiaries.

10.      NONCOMPETITION

         For a period of 3 years following the termination of your employment
         with OMNOVA, you will not perform, directly or indirectly, any
         consulting or other services for or on behalf of any company or person
         in respect of any business operations which are in competition with
         OMNOVA's businesses, provided that, with the consent of the Company
         (which consent shall not be unreasonably withheld), you may provide
         consulting or other services in respect of noncompetitive business
         operations of a person or entity that also has competitive business
         operations, so long as such competitive business operations are not a
         substantial part of its overall operations.

11.      STATUS AND AUTHORITY

         After your retirement, you will perform all services as an independent
         contractor and not as an employee of OMNOVA. After your retirement and
         while you serve as Chairman and/or a Director of OMNOVA, you will have
         the normal responsibilities inherent in those roles to act as OMNOVA's
         agent and legal representative.

12.      ASSIGNMENT

         This Agreement will be deemed to require you to perform personal
         services. Accordingly, you may not assign any right, delegate any duty,
         or otherwise transfer any interest hereunder, whether by operation of
         law or otherwise, without OMNOVA's prior written consent.

13.      AGREEMENT

         (a)      This Agreement amends and supplements the Employment Agreement
                  dated October 15, 1993 between you and GenCorp Inc., and
                  assumed by OMNOVA in connection with the October 1, 1999
                  spinoff of OMNOVA from GenCorp Inc.

         (b)      This Agreement constitutes the entire understanding between
                  you and OMNOVA regarding the terms of your retirement from
                  OMNOVA.

         (c)      Except as expressly provided in this Agreement, this Agreement
                  may not be changed, amended or terminated, in whole or in
                  part, except by a writing executed by you and by an authorized
                  officer of OMNOVA.

         (d)      This Agreement shall in all respects be construed in
                  accordance with the laws of the State of Ohio.




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John B. Yasinsky
Retirement Agreement
November 28, 2000
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         (e)      This Agreement shall be binding upon and shall inure to the
                  benefit of the successors and assigns of OMNOVA, including any
                  successor resulting from a change in control.

                                               OMNOVA SOLUTIONS INC.

                                               By:        /s/   Gregory T. Troy
                                                     --------------------------
                                                          Gregory T. Troy
                                                          Senior Vice President,
                                                          Human Resources

                                               Date:      NOVEMBER 28, 2000
                                                     --------------------------



                                                          /s/   John B. Yasinsky
                                                     --------------------------
                                                          JOHN B. YASINSKY

                                               Date:      NOVEMBER 28, 2000
                                                     --------------------------