U.S. Securities
and Exchange Commission Washington,
D.C. 20549  FORM 40-F  [Check one]  o
  REGISTRATION STATEMENT
  PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934.ý
  ANNUAL REPORT PURSUANT TO
  SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.  For the fiscal year ended December 31, 2003
  Commission File Number  1-13064  NOVA
Chemicals Corporation (Exact name of Registrant as specified in its charter)  Alberta, Canada (Province or other jurisdiction of incorporation or
organization)  None (Primary Standard Industrial Classification Code
Number (if applicable))  None (I.R.S. Employer Identification Number (if
applicable))  1000, Seventh Avenue S.W., Calgary,
Alberta, Canada, T2P 5L5 (403) 750-3600 (Address and telephone number of Registrants
principal executive offices)  NOVA Chemicals Inc., 1550 Coraopolis
Heights Road, Moon Township, Pennsylvania, 15108 Attn:  J.M. Lipton, President 
(412) 490-4000 (Name, address (including zip code) and telephone
number (including area code) of agent for service in the United States)  Securities registered or to be registered pursuant to Section 12(b)
of the Act.  Title of each class
  
  Name of each exchange on
  which registeredCommon Shares of no par value
  
  New York Stock Exchange 
  
    Securities registered or to be registered pursuant to Section 12(g)
of the Act.  None (Title of Class)  Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.  None (Title of Class)  For annual reports, indicate by check mark the information filed with
this Form: ý
  
  Annual information form
  ý
  Audited annual financial statements and related schedules  Indicate the number of outstanding shares of each of the issuers
classes of capital or common stocks as of the close of the period covered by
the annual report.  As of December 31, 2003: 
87,099,781 Common Shares  were
outstanding.    Indicate by check mark whether the Registrant by filing the information
contained in this form is also thereby furnishing the information to the Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the
Exchange Act).  If Yes is marked,
indicate the file number assigned to the Registrant in connection with such
Rule.  Yes
  o
  
  82-
  
  No
  ý  Indicate by check mark
whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the Registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days.  Yes
  ý
  
  
  
  No
  o  The documents (or portions thereof) forming part of this Form 40-F are
incorporated by reference into the following registration statements under the
Securities Act of 1933, as amended:  Registration Statement on Form S-8  #33-47673 Registration Statement on Form S-8  #333-520 Registration Statement on Form S-8  #333-9076 Registration Statement on Form S-8  #333-9078 Registration Statement on Form S-8  #33-86218 Registration Statement on Form S-8  #33-77308 Registration Statement on Form S-8  #333-11280 Registration Statement on Form S-8  #333-12910 Registration Statement on Form S-8  #333-101793 Registration Statement on Form S-8  #333-109424 Registration Statement on Form F-9  #333-13824 Registration Statement on Form F-10  #333-113038  UNDERTAKING AND EXHIBITS  A.Undertaking  Registrant undertakes to make available, in
person or by telephone, representatives to respond to inquiries made by the
commission staff, and to furnish promptly, when requested to do so by the
Commission staff, information relating to the securities in relation to which
the obligation to file an annual report on Form 40-F arises or to transactions
in said securities.  B.Exhibits  Attached hereto are:  1.Audited financial statements and
related schedules 2.Managements Discussion and Analysis 3.Consent of Ernst & Young LLP 4.CEO and CFO Certificates 5.Certification of principal executive
officer pursuant to 18
U.S.C. § 1350; and 6.Certification of principal financial
officer pursuant to 18 U.S.C. § 1350.  2 
   CONTROLS
AND PROCEDURES  Evaluation
of disclosure controls and procedures.  Our
chief executive officer and our chief financial officer, after evaluating the
effectiveness of the companys disclosure controls and procedures (as defined
in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the
end of the period covered by this report, have concluded that our disclosure
controls and procedures were adequate and designed to ensure that material
information relating to us and our consolidated subsidiaries would be made
known to them by others within those entities.  Changes
in internal controls.  There were no changes in our
internal control over financial reporting identified in connection with the
above evaluation that occurred during the period covered by this annual report
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.  AUDIT
COMMITTEE FINANCIAL EXPERT  The information required
by Item 8 of General Instruction B is located under the heading Committees of
the Board of Directors in the Management Information Circular dated
February 12, 2004, which is filed as an exhibit to NOVA Chemicals Report
on Form 6-K dated March 15, 2004.  CODE
OF ETHICS  NOVA Chemicals has
adopted a code of ethics that applies to its principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions. 
You can view our Code of Ethics for CEO and Senior Financial Officers on
the Corporate Governance page on our website at
http://www.novachem.com/02_this/pdfs/code_ethics.pdf.  PRINCIPAL
ACCOUNTANT FEES AND SERVICES  The information required
by Item 10 of General Instruction B is located under the heading Auditors
Fees in the Management Information Circular dated February 12, 2004,
which is filed as an exhibit to NOVA Chemicals Report on Form 6-K dated
March 15, 2004.  OFF
BALANCE SHEET ARRANGEMENTS  The information required
by Item 11 of General Instruction B is located under the heading Off-Balance
Sheet Arrangements in Managements Discussion and Analysis which is filed as
Exhibit 2 to this Annual Report.  CONTRACTUAL
OBLIGATIONS  The information required
by Item 12 of General Instruction B is located under the heading Contractual
Obligations in Managements Discussion and Analysis which is filed as Exhibit
2 to this Annual Report.  3 
   SIGNATURES  Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant certifies that it meets all of the requirements for filing on Form
40-F and has duly caused this annual report to be signed on its behalf by the
undersigned, thereto duly authorized.   Registrant
  NOVA Chemicals CorporationBy (Signature)
  /s/ Susan J. WrightName and Title
  Susan J. Wright, Vice-President Legal and Corporate SecretaryDate
  March 15, 2004  4


February 12, 2004

LOGO

NOVA Chemicals Corporation

ANNUAL INFORMATION FORM

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LOGO
®


TABLE OF CONTENTS

|                                                                                    |                                                        | Page                                         
|----------------------------------------------------------------------------------- | ------------------------------------------------------ | ---------------------------------------------
|TRADEMARKS                                                                          |                                                        | 2                                            
|U.S. DOLLAR REPORTING                                                               |                                                        | 3                                            
|FORWARD-LOOKING INFORMATION                                                         |                                                        | 3                                            
|THE CORPORATION                                                                     |                                                        | 4                                            
|                                                                                    | HISTORICAL DEVELOPMENT                                 |                                              
|                                                                                    | RECENT DEVELOPMENTS                                    |                                              
|                                                                                    | SUBSIDIARIES OF NOVA CHEMICALS                         |                                              
|                                                                                    | NOVA CHEMICALS' SUBSIDIARIES AND ASSOCIATED COMPANIES  |                                              
|                                                                                    | BUSINESS                                               |                                              
|                                                                                    |                                                        | General                                      
|                                                                                    |                                                        | Production Facilities                        
|                                                                                    |                                                        | Product Flow Chart                           
|                                                                                    |                                                        | Facility Profile                             
|                                                                                    |                                                        | Olefins/Polyolefins                          
|                                                                                    |                                                        | Styrenics                                    
|                                                                                    |                                                        | Methanex  Sale of Equity Investment         
|                                                                                    | DISTRIBUTION OF PRODUCTS                               |                                              
|                                                                                    |                                                        | Geographic Distribution of Revenue by Segment
|                                                                                    | LOGISTICS                                              |                                              
|                                                                                    | COMPETITION                                            |                                              
|                                                                                    | PATENTS, LICENSES AND TRADEMARKS                       |                                              
|                                                                                    | TECHNOLOGY                                             |                                              
|                                                                                    |                                                        | Olefins/Polyolefins                          
|                                                                                    |                                                        | Styrenics                                    
|                                                                                    | RESEARCH AND DEVELOPMENT                               |                                              
|                                                                                    |                                                        | Olefins/Polyolefins                          
|                                                                                    |                                                        | Styrenics                                    
|                                                                                    | GOVERNMENT REGULATION AND ENVIRONMENTAL PROTECTION     |                                              
|                                                                                    | EMPLOYEE AND LABOUR RELATIONS                          |                                              
|                                                                                    | FOREIGN OPERATIONS                                     |                                              
|                                                                                    | PROPERTIES                                             |                                              
|                                                                                    | LEGAL PROCEEDINGS                                      |                                              
|RISKS AND UNCERTAINTIES                                                             |                                                        | 24                                           
|SELECTED CONSOLIDATED FINANCIAL INFORMATION                                         |                                                        | 28                                           
|                                                                                    | THREE YEAR SELECTED CONSOLIDATED FINANCIAL INFORMATION |                                              
|                                                                                    | DIVIDENDS                                              |                                              
|MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |                                                        | 29                                           
|MARKET FOR SECURITIES                                                               |                                                        | 29                                           
|                                                                                    | COMMON SHARES                                          |                                              
|                                                                                    | PREFERRED SECURITIES                                   |                                              
|MANAGEMENT OF NOVA CHEMICALS                                                        |                                                        | 29                                           
|                                                                                    | DIRECTORS                                              |                                              
|                                                                                    | EXECUTIVE OFFICERS                                     |                                              
|                                                                                    | BOARD OF DIRECTORS                                     |                                              
|                                                                                    | COMMITTEES OF THE BOARD OF DIRECTORS                   |                                              
|                                                                                    |                                                        | Other Corporate Activities                   
|ADDITIONAL INFORMATION                                                              |                                                        | 33                                           

TRADEMARKS

|LOGO | ® is a registered trademark of NOVA Brands Ltd., authorized use/utilisation autorisée.
|---- | --------------------------------------------------------------------------------------

Advanced
SCLAIRTECH, NOVACAT T, SCLAIR ASTute and SCLAIRTECH are trademarks of NOVA Chemicals.

ARCEL®,
DYLARK®, DYLITE®, NAS® and ZYNTAR® are registered trademarks of NOVA Chemicals Inc.

STYROSUN®
is a registered trademark of NOVA Chemicals Inc. in the United States and Mexico and of NOVA Chemicals (International) S.A. elsewhere.

SURPASS
is a trademark of NOVA Chemicals Corporation in Canada and of NOVA Chemicals (International) S.A. elsewhere.

ULTRA
LOW is a trademark of NOVA Chemicals Inc.

ZYLAR®
is a registered trademark of NOVA Chemicals (Canada) Ltd./NOVA Chimie (Canada) Ltée.; authorized use/utilisation autorisée.

Responsible
Care® is a registered trademark of the Canadian Chemical Producers' Association in Canada and is a registered service mark of the American Chemistry Council in the United
States.

INNOVENE®
is a registered trademark of BP p.l.c.

UNIPOL®
is a registered trademark of The Dow Chemical Company.

2

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U.S. DOLLAR REPORTING

ALL AMOUNTS IN THIS ANNUAL INFORMATION FORM ARE EXPRESSED IN U.S. DOLLARS, EXCEPT AS SPECIFICALLY NOTED OTHERWISE.

FORWARD-LOOKING INFORMATION

The information in this Annual Information Form contains forward-looking statements with respect to NOVA Chemicals Corporation ("NOVA Chemicals"),
its subsidiaries and affiliated companies. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those included in the
forward-looking statements. The words "believe," "expect," "plan," "intend," "estimate," or "anticipate" and similar expressions, as well as future or conditional verbs such as "will," "should,"
"would," and "could" often identify forward-looking statements. Specific forward-looking statements contained in this Annual Information Form include, among others, statements
regarding: NOVA Chemicals' expected financial performance in future periods; cyclical changes in the demand for its products; changes in pricing policies by NOVA Chemicals or its competitors; its
competitive advantages and ability to compete successfully; its estimates of the present value of its future net cash flows; changes in the costs of energy and raw materials; its methods of
raising capital; its level of debt; and general economic conditions. With respect to forward-looking statements contained in this Annual Information Form, NOVA Chemicals has made
assumptions regarding, among other things: future oil, natural gas and benzene prices; its ability to obtain raw materials; its ability to market products successfully to its anticipated customers;
the impact of increasing competition; and its ability to obtain financing on acceptable terms. Some of the risks that could affect NOVA Chemicals' future results and could cause results to differ
materially from those expressed in NOVA Chemicals' forward-looking statements include: commodity chemicals price levels (which depend, among other things, on supply and demand for these
products, capacity utilization and substitution rates between these products and competing products); feedstock availability and prices; operating costs; terms and availability of financing;
technology developments; currency exchange rate fluctuations; starting up and operating facilities using new technology; realizing synergy and cost savings targets; meeting time and budget targets for
significant capital investments; avoiding unplanned facility shutdowns; safety, health and environmental risks associated with the operation of chemical plants and marketing of chemical products,
including transportation of these products; public perception of chemicals and chemical end-use products; the impact of competition; changes in customer demand; changes in, or the introduction of new
laws and regulations relating to NOVA Chemicals' business, including environmental, competition and employment laws; loss of the services of any of NOVA Chemicals' executive officers;
uncertainties associated with the North American, European and Asian economies; and other risks detailed from time to time in the publicly filed disclosure documents and securities commission reports
of NOVA Chemicals and its subsidiaries or affiliated companies.

3

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THE CORPORATION

NOVA Chemicals' principal business is the production and marketing of petrochemicals. NOVA Chemicals operates two commodity chemical businesses:
olefins/polyolefins and styrenics. The olefins/polyolefins business produces ethylene, polyethylene and a variety of chemical and energy products (commonly known as co-products). The styrenics
business produces styrene monomer and styrenic polymers. NOVA Chemicals' products are manufactured at 14 sites in North America and four sites in Europe.

Where
used in this Annual Information Form, "NOVA Chemicals" or "the Corporation" mean NOVA Chemicals Corporation alone or together with its subsidiaries and affiliates, depending on the
context in which such terms are used.

HISTORICAL DEVELOPMENT

NOVA Chemicals Corporation

A brief description of the historical development of the Corporation follows:

NOVA
Chemicals' predecessor, NOVA Corporation of Alberta, was incorporated in 1954 by Special Act of the Legislative Assembly of the Province of Alberta. On May 10, 1994, NOVA
Corporation of Alberta filed articles of arrangement under the Business Corporations Act of Alberta (the "Act") to complete a reorganization pursuant to which it became a wholly owned subsidiary of
NOVA Corporation ("NOVA"), changed its name to NOVA Gas Transmission Ltd. and its common shareholders became the common shareholders of NOVA. At the same time, NOVA also became the parent corporation
of NOVA Chemicals Ltd. and NOVA Gas International Ltd.

On
July 2, 1998, NOVA and TransCanada PipeLines Limited ("TransCanada") completed a merger of equals by way of a plan of arrangement (the "Arrangement") under the Act. Under the
terms of the Arrangement, shareholders of NOVA exchanged each NOVA common share for 0.52 of a TransCanada common share. As part of the Arrangement, TransCanada distributed to its common shareholders,
including all of the former common shareholders of NOVA, all of the common shares of NOVA on the basis of 0.2 of a NOVA common share for each TransCanada common share. At the time of the distribution
of NOVA common shares, the only material asset of NOVA was all of the common shares of NOVA Chemicals Ltd.

As
a result of the Arrangement, NOVA continued to conduct the commodity chemical businesses through NOVA Chemicals Ltd., and TransCanada began to conduct the energy services businesses
formerly carried on by NOVA, through NOVA's former subsidiaries, NOVA Gas Transmission Ltd. and NOVA Gas International Ltd. The disclosure in this document relates only to the commodity chemical
businesses currently conducted by NOVA Chemicals and formerly conducted by NOVA.

On
December 31, 1998, NOVA Chemicals Ltd. changed its name to NOVA Chemicals Corporation. Effective January 1, 1999, NOVA Chemicals Corporation amalgamated with NOVA
Corporation under the Act and the resulting corporation adopted the name NOVA Chemicals Corporation.

Development of the Commodity Chemical Businesses



4

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RECENT DEVELOPMENTS



5

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SUBSIDIARIES OF NOVA CHEMICALS

The following list includes all material subsidiaries of NOVA Chemicals as at February 12, 2004 and indicates their respective jurisdictions of
incorporation and the percentage of voting securities of each beneficially owned or over which control or direction is exercised by NOVA Chemicals:

|Name                                                    |  | Jurisdiction of
Incorporation |  | Percentage of
Voting Securities held
Directly or Indirectly |  
|------------------------------------------------------- |  | ----------------------------- |  | ----------------------------------------------------------- | -
|NOVA Chemicals (Canada) Ltd./NOVA Chimie (Canada) Ltée. |  | Canada                        |  | 100                                                         | %
|NOVA Chemicals Holdings Inc.                            |  | Delaware, U.S.A.              |  | 100                                                         | %
|NOVA Chemicals Inc.(1)                                  |  | Delaware, U.S.A.              |  | 100                                                         | %
|NOVA Chemicals (International) S.A.                     |  | Switzerland                   |  | 100                                                         | %
|Novacor Chemicals Investments B.V.                      |  | the Netherlands               |  | 100                                                         | %
|NOVA Investments (U.S.) Inc.                            |  | Delaware, U.S.A.              |  | 100                                                         | %
|NOVA Petrochemicals Ltd.                                |  | Alberta, Canada               |  | 100                                                         | %



6

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NOVA CHEMICALS' SUBSIDIARIES AND ASSOCIATED COMPANIES

Intercorporate Relationships

The following chart summarizes NOVA Chemicals' simplified corporate structure showing principal operating entities and jurisdictions of incorporation (dotted lines signify an indirect holding):

LOGO

7

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BUSINESS

General

NOVA Chemicals operates two commodity chemical businesses: olefins/polyolefins and styrenics. The olefins/polyolefins business produces ethylene, polyethylene and
co-products. The styrenics business produces styrene monomer and styrenic polymers. NOVA Chemicals operates major olefins/polyolefins production facilities near Joffre, Alberta and Corunna, Ontario.
It has major styrene monomer plants located at Bayport, Texas and Sarnia, Ontario and styrenic polymer manufacturing facilities at various sites in the United States, Canada, the United Kingdom, the
Netherlands and France.

Ethylene
and styrene are basic petrochemicals used to manufacture a wide variety of polymers and other chemical products. In North America, NOVA Chemicals produces polyethylene and
styrenic polymers, primarily from its internal ethylene and styrene production. NOVA Chemicals also has an equity interest and long-term tolling arrangements to acquire styrene from
Lyondell Chemical Company ("Lyondell") on the U.S. Gulf Coast, and styrene purchase arrangements with Shell and other parties. Ethylene and styrene in excess of NOVA Chemicals' internal
consumption are sold to third parties. In addition, NOVA Chemicals is engaged in various swap transactions with other producers of ethylene and styrene, which provides NOVA Chemicals with producer
economics in regions where it has limited or no ethylene or styrene monomer production capability.

NOVA Chemicals
produces high-density polyethylene ("HDPE"), low-density polyethylene ("LDPE") and linear low-density polyethylene ("LLDPE"). In addition, NOVA Chemicals
develops and markets high-value added polyethylene polymers such as its resins made using Advanced SCLAIRTECH technology. The styrenic polymers NOVA Chemicals produces include solid
polystyrene ("SPS"), expandable polystyrene ("EPS"), high performance styrenics ("HPS") and DYLARK®. Polyethylene and styrenic polymers are used in a wide range of applications including
rigid and flexible packaging, containers, plastic bags, plastic pipe, electronic appliances, television consoles, housing and automotive components, housewares and other industrial and
consumer goods.

NOVA
Chemicals' 2003 capital expenditures were $130 million, which included $74 million in the olefins/polyolefins business and $56 million in the styrenics
business.

Production Facilities

NOVA Chemicals' products are manufactured at 14 sites in North America and four sites in Europe. The following two pages show NOVA Chemicals'
production facilities as of December 31, 2003.

8

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Product Flow Chart

GRAPHIC

|Notes:
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Facility Profile(1)

|                                                       |       |  |                                              |                                            |                         |                                | 2003 Rated Capacity(1)     |        
|------------------------------------------------------ | ----- |  | -------------------------------------------- | ------------------------------------------ | ----------------------- | ------------------------------ | -------------------------- | -------
|
|Olefins/polyolefins (Western Canada)                   |       |  |                                              |                                           
|                                                       | 1.    |  | Joffre, Alberta                              |                                            | Ethane/Propane          |                                | Ethylene (E1)              | 1,600  
|                                                       |       |  |                                              | Ethane/Propane
Ethane                      |                         | Ethylene (E2)
Ethylene (E3)(2) | 1,800
1,550                |        
|                                                       |       |  |                                              |                                            |                         | Co-products(3)                 | 770-890                    | (3)    
|                                                       |       |  |                                              | Ethylene                                   |                         | LLDPE (PE1)                    | 1,310                      |        
|                                                       |       |  |                                              |                                            |                         | LLDPE & HDPE (PE2)             | 850                        |        
|Olefins/polyolefins (Eastern Canada)                   |       |  |                                              |                                           
|                                                       | 2.    |  | Corunna, Ontario                             |                                            | Crude oil, condensates, |                                | Ethylene                   | 1,600  
|                                                       |       |  |                                              | ethane, butane,
propane, naphtha,
gas oils |                         | Propylene                      | 750-875                    | (4)    
|                                                       |       |  |                                              |                                            |                         | Co-products(5)(6)              | 3,250-3,750                | (5)(6) 
|                                                       |       |  |                                              |                                            |                         |                                |                            |        
|                                                       | 3.    |  | St. Clair River plant site,
Corunna, Ontario |                                            | Ethylene                |                                | LLDPE(7)
HDPE              | 275
395
|                                                       |       |  |                                              |                                            |                         |                                |                            |        
|                                                       | 4.    |  | Mooretown, St. Clair Township,
Ontario       |                                            | Ethylene                |                                | HDPE
LDPE                  | 505
325
|                                                       |       |  |                                              |                                            |                         |                                |                            |        
|TOTAL ETHYLENE PRODUCTION CAPACITY (Design Production) | 6,550 |  | 2,971                                        | *                                         
|TOTAL POLYETHYLENE PRODUCTION CAPACITY                 | 3,660 |  | 1,660                                        |                                           
|Styrene Monomer                                        |       |  |                                              |                                            |                         |                                |                            |        
|                                                       | 5.    |  | Bayport, Texas(8)                            |                                            | Benzene, ethylene       |                                | Styrene                    | 1,250  
|                                                       | 6.    |  | Sarnia, Ontario                              |                                            | Benzene, ethylene       |                                | Styrene                    | 950    
|                                                       | 7.    |  | Channelview, Texas(9)                        |                                            | Benzene, ethylene       |                                | Styrene                    | 400    
|TOTAL STYRENE PRODUCTION CAPACITY                      | 2,600 |  | 1,179                                        |                                           
|Styrenic Polymers                                      |       |  |                                              |                                            |                         |                                |                            |        
|                                                       | 8.    |  | Beaver Valley Site, Pennsylvania(10)         |                                            | Styrene                 |                                | EPS, HPS, DYLARK and ARCEL | 410    
|                                                       | 9.    |  | Belpre, Ohio                                 |                                            | Styrene                 |                                | SPS                        | 480    
|                                                       | 10.   |  | Berre, France                                |                                            | Styrene                 |                                | EPS                        | 140    
|                                                       | 11.   |  | Breda, the Netherlands                       |                                            | Styrene                 |                                | SPS, EPS and HPS           | 410    
|                                                       | 12.   |  | Carrington, United Kingdom(11)               |                                            | Styrene                 |                                | SPS and EPS                | 555    
|                                                       | 13.   |  | Chesapeake, Virginia                         |                                            | Styrene                 |                                | SPS and HPS                | 300    
|                                                       | 14.   |  | Decatur, Alabama                             |                                            | Styrene                 |                                | SPS                        | 425    
|                                                       | 15.   |  | Montréal, Québec                             |                                            | Styrene                 |                                | SPS                        | 130    
|                                                       | 16.   |  | Painesville, Ohio                            |                                            | Styrene                 |                                | EPS                        | 85     
|                                                       | 17.   |  | Ribécourt, France                            |                                            | Styrene                 |                                | EPS                        | 200    
|                                                       | 18.   |  | Springfield, Massachusetts                   |                                            | Styrene                 |                                | SPS and HPS                | 330    
|TOTAL STYRENIC POLYMERS PRODUCTION CAPACITY            | 3,465 |  | 1,572                                        | *                                         

|Notes:
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Olefins/Polyolefins

The olefins/polyolefins business manufactures ethylene and polyethylene. As part of NOVA Chemicals' ethylene production process, and in the preparation of
feedstocks for this process, a number of chemical and energy co-products are also manufactured, including propylene, crude C4 hydrocarbons, C5 dienes, aromatics,
C9 resin oils, DCPD, hydrogen, fuels and carbon dioxide. Olefins/polyolefins revenue was $2.6 billion in 2003, which represented approximately 62% of NOVA Chemicals' total
2003 revenue (before intersegment eliminations). Olefins/polyolefins revenue for 2002 was $1.9 billion, which represented approximately 60% of NOVA Chemicals' total 2002 revenue (before
intersegment eliminations).



NOVA Chemicals has an annual production capacity of approximately 6.6 billion pounds of ethylene (excluding Dow's share of E3), a commodity chemical
produced from natural gas liquids and crude oil derived feedstocks. Ethylene is used in the manufacture of polyethylene, styrene, polystyrene and polyvinyl chloride, as well as chemical intermediates
such as ethylene oxide, ethylene glycol, ethylene dichloride and vinyl acetate.



NOVA Chemicals has three ethylene production facilities at Joffre, E1, E2 and E3 (50% owned by Dow). These three plants have an annual production capacity of
approximately 1.6, 1.8 and 2.8 billion pounds of ethylene (including Dow's share of E3 production), respectively, for a total combined capacity of 6.2 billion pounds. The combined
co-product production capacity of E1, E2 and E3 is approximately 890 million pounds ("mmlbs") per year.

The
ethylene produced at these facilities is used both internally to support NOVA Chemicals' polyethylene production and sold to third parties. Third party sales are facilitated through
a variety of medium to long-term contracts. These contracts range from cost-of-service agreements, to agreements with pricing mechanisms that are more market based.
NOVA Chemicals has also entered into a tolling arrangement for a portion of its ethylene production capacity. The current cost-of-service arrangements, at E2, expire on
June 30, 2004. After June 2004, ethylene from E2 will be used to optimize production with commercial arrangements in the NOVA Chemicals system. A portion could be made available for
merchant sales.

Ethylene
production capacity at E3 is currently allocated between NOVA Chemicals and Dow at a 55:45 ratio. Effective July 1, 2004 such production capacity will be
shared on a 50:50 basis reducing NOVA Chemicals' share of E3 ethylene production by approximately 150 mmlbs per year.

All
of the ethylene plants at Joffre use ethane as their primary feedstock. Ethane is supplied under medium to long-term supply agreements with owners of natural gas liquids
extraction and fractionation plants located in Alberta. NOVA Chemicals also purchases and swaps natural gas to replace the energy value of the ethane extracted from the natural gas stream.
NOVA Chemicals manages its ethane requirements by balancing inventories with spot purchases.

NOVA
Chemicals has enhanced its feedstock availability through the development of new third party sources of ethane. The first, from the Joffre ethane extraction facility adjacent to the
Joffre site, which is designed to extract natural gas liquids from the natural gas used as fuel for both NOVA Chemicals' Joffre site and Dow's Prentiss, Alberta site. Second, from modifications
made to existing extraction plants. These modifications enable the extraction of additional volumes of ethane from the same volumes of natural gas ("deep cuts").

In
addition to ethane, NOVA Chemicals has the flexibility to use propane for a portion of the feedstock requirements. This enables the Joffre site to optimize feedstock cost and supply
when favourable market conditions exist.

NOVA
Chemicals continuously looks for opportunities to expand feedstock flexibility and supply to enhance operation flexibility and support longer-term growth opportunities.

As
part of the ethylene production process at Joffre, up to 890 mmlbs of co-products are produced. Co-products include hydrogen, crude propylene, crude
C4 hydrocarbons and C5 streams. NOVA Chemicals sells

11

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up
to 85,000 metric tonnes of hydrogen annually to an Alberta-based customer. Co-products, other than hydrogen, are shipped by railcar from Joffre to markets in Alberta, Ontario and
the U.S. Gulf Coast.

NOVA
Chemicals manages part of its ethylene supply balance by transferring ethylene from Joffre to Corunna, Ontario via the Cochin pipeline, an open access common carrier natural
gas liquids pipeline. In June 2003, NOVA Chemicals sold its 50% share of the Fort Saskatchewan Ethylene Storage Facility in Alberta to Pembina Pipeline Income Fund.



The Corunna olefins facility, located near Sarnia, Ontario, has an annual production capacity of approximately 1.6 billion pounds of ethylene. The Corunna
olefins facility has the flexibility to process a wide range of hydrocarbon feedstocks including crude oil, condensates, ethane, propane, butane, naphtha and gas oils to produce primary petrochemicals
for use by NOVA Chemicals' downstream operations and for sale to third parties. The feedstock chosen depends on market conditions. Virtually all ethylene production from the Corunna olefins facility
is used internally by NOVA Chemicals to produce polyethylene and styrene.

The
blend of feedstocks processed in the Corunna olefins facility determine the range of co-products obtained, with heavier feedstocks such as naphtha producing more co-products.
Co-products include benzene (used by NOVA Chemicals in the production of styrene), propylene, crude C4 hydrocarbons, C5 dienes, DCPD, aromatics,
C9 resin oils, hydrogen and fuels. Total volumes of co-products are in the range of 4.0 to 4.6 billion pounds per year.

Feedstocks
for the Corunna olefins facility are obtained from a wide variety of sources. A substantial proportion of crude oil, the main feedstock, is sourced from western Canadian and
United States domestic producers and delivered via the Enbridge Inc. ("Enbridge") pipeline system. Condensate, a lighter feedstock than crude oil, yields a higher proportion of olefins
feedstocks versus fuel oil products. Crude oil and condensate feedstock are also sourced from outside Canada with delivery via pipeline from Portland, Maine connecting to Enbridge's reversed line
No. 9 in Montreal, Quebec, providing Corunna with purchasing flexibility and less reliance on western Canadian crude and condensates. Ethane, propane, butane and naphtha are sourced from
western Canadian and local producers as well as U.S. sources.



NOVA Chemicals has an annual production capacity, as of December 31, 2003, of approximately 3.7 billion pounds of polyethylene. NOVA Chemicals
produces polyethylene from ethylene supplied from its Joffre, Alberta and Corunna, Ontario facilities at three locations in Canada: Joffre; Corunna; and Mooretown, St. Clair Township, Ontario.

NOVA
Chemicals' first polyethylene plant, PE1, located at Joffre has an annual production capacity of approximately 1.3 billion pounds and produces LLDPE from ethylene supplied
from E1, E2 and E3. The plant
utilizes UNIPOL® technology licensed from Union Carbide Corporation ("UCC"). NOVA Chemicals pays no royalties for the use of this technology and independently sustains and develops
this technology as used in the NOVA Chemicals' facilities.

NOVA
Chemicals' polyethylene plant located near Mooretown has an annual production capacity of approximately 830 mmlbs and produces both LDPE and HDPE. Ethylene feedstock
is supplied from the Corunna olefins facility and from Joffre via the Cochin pipeline. This plant also uses the UNIPOL technology licensed from UCC for production of
HDPE resins and UCC's high pressure process for the production of LDPE resins. NOVA Chemicals pays no royalties for the use of this technology and independently sustains and develops
this technology as used in the NOVA Chemicals' facilities.

In
June 1994, NOVA Chemicals purchased DuPont's Canadian polyethylene business. Assets of the business included a polyethylene plant located at the St. Clair River plant site in
Corunna, the proprietary SCLAIRTECH technology and a global SCLAIRTECH technology licensing business. This plant has an annual production capacity of approximately 670 mmlbs and produces both
LLDPE and HDPE. Ethylene feedstock is supplied from the Corunna olefins facility and from Joffre via the Cochin pipeline. In October 2003, NOVA Chemicals announced the shutdown of the
A-Line at this facility, planned for the second quarter of 2004.

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Closure
of the A-Line will reduce LLDPE capacity by 275 mmlbs per year. Approximately 80% of the most profitable sales will move to other NOVA Chemicals' facilities, including 30%
of which will move to PE2. This will result in higher operating rates for the new PE2 plant and significantly lower production costs for the retained products.

NOVA
Chemicals further developed the SCLAIRTECH technology and in December 1996 announced that it had developed Advanced SCLAIRTECH technology. Advanced SCLAIRTECH solution-phase
technology yields high-performance polyethylene resins which NOVA Chemicals believes provide several advantages over traditional polyethylene resins. A second polyethylene plant, PE2, at
Joffre began commercial production in July 2001 using Advanced SCLAIRTECH technology. The plant has a design capacity of 850 mmlbs per year. In 2001, a total of 188 mmlbs
of polyethylene produced at PE2 was sold. In 2002, 410 mmlbs of polyethylene was sold and NOVA Chemicals launched its first octene-based LLDPE resins for film applications, made at PE2 using
Advanced SCLAIRTECH solution-phase technology. In 2003, a total of 600 mmlbs of polyethylene produced at PE2 was sold and the Corporation commercialized its first single-site polyethylene
products under the name SURPASS. These products compete with octene and metallocene resins, which are known for their toughness, clarity and processability. The PE2 plant is now
running both proprietary Ziegler-Natta and single-site catalysts.



In the third quarter of 2001, a linear alpha olefins ("LAO") plant was commissioned on NOVA Chemicals' Joffre, Alberta site by a predecessor of
BP Canada Chemical Company. NOVA Chemicals supplies ethylene to the LAO plant and receives linear alpha olefins for use by NOVA Chemicals' polyethylene facilities at a competitive cost,
contributing to the cost-efficiencies of the large-scale Joffre site.



In June 2000, ATCO Power Canada Ltd. ("ATCO"), EPCOR Power Development Corporation ("EPCOR") and NOVA Chemicals opened a natural-gas-fired cogeneration
power plant with a nominal installed annual peak capacity of 450 megawatts at NOVA Chemicals' production site at Joffre. The power plant supplies the electrical and steam needs for the entire
Joffre petrochemical site, with excess power sold to Alberta's provincial power grid. The three companies jointly own the cogeneration facility, with ATCO serving as the facility operator. The
respective equity interests of the parties are 40% for each of ATCO and EPCOR and 20% for NOVA Chemicals.



In September 2000, TransAlta Corporation ("TransAlta") announced it had signed an agreement to build, own and operate a 440 megawatt cogeneration plant
near Sarnia and acquire existing utility plants representing 210 megawatts from NOVA Chemicals, Dow and Bayer Inc. ("Bayer"). In October 2002, NOVA Chemicals, Bayer and Dow
completed the sale of their existing utility plants near Sarnia to TransAlta and began to purchase steam and power from TransAlta pursuant to the agreements made in September 2000. TransAlta began
commercial operation of its new cogeneration plant in March 2003.

Styrenics

As a result of the acquisition of the majority of Huntsman's U.S. and European styrenics businesses in December 1998, NOVA Chemicals expanded its styrenics
business by an additional 1.25 billion pounds of styrene capacity and an additional 1.7 billion pounds of polystyrene manufacturing capacity at plants in North America and Europe. With the
acquisition of Shell's European polystyrene assets in January 2000, NOVA Chemicals has 3.5 billion pounds of polystyrene capacity worldwide. Styrenics revenue was $1.6 billion in 2003,
which represented approximately 38% of NOVA Chemicals' total 2003 revenue (before intersegment eliminations). Styrenics revenue for 2002 was $1.3 billion, which represented approximately
40% of NOVA Chemicals' total 2002 revenue (before intersegment eliminations).

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With
two wholly owned styrene plants, and an equity position in Lyondell's PO/SM facility at Channelview, Texas, NOVA Chemicals has the capacity to produce 2.6 billion
pounds of styrene annually. Approximately 80% of this styrene is used internally. The remainder is sold to third parties in the merchant market.

NOVA
Chemicals produces SPS (which comes in various forms including crystal and high-impact), EPS (foamable resin beads) and HPS (styrene-based copolymers optionally blended
with one or more styrene butadiene block copolymers and polystyrene blends with additives such as color, flame retardants and UV-resistant stabilizers) as well as other types of styrenic
polymers.



NOVA Chemicals has a total rated production capacity of 2.6 billion pounds of styrene per year at sites in Sarnia, Ontario; Bayport, Texas; and
Channelview, Texas (equity position in one of the two facilities located at Lyondell's Channelview site). The Sarnia facility has a rated capacity of 950 mmlbs per year of styrene production.
Bayport has a rated capacity of 1,250 mmlbs and Channelview provides 400 mmlbs of annual capacity. In addition, as part of the acquisition of ARCO's styrenics business in 1996, NOVA
Chemicals entered into a tolling agreement with Lyondell (as successor to ARCO) for approximately 400 million additional pounds per year of styrene monomer
from the Channelview plant. The balance of NOVA Chemicals' styrene requirements are obtained through long-term contracts (including swap transactions with other styrene
producers). NOVA Chemicals' current annual styrene monomer production capacity, together with long-term supply contracts, exceeds its annual requirements by approximately 1 billion
pounds.

Styrene
is produced from benzene and ethylene. NOVA Chemicals supplies a portion of its internal requirements for these feedstocks and enters into other arrangements with third parties
for the remainder.
To optimize the logistics costs of supplying styrene to its manufacturing facilities and to balance internal requirements between North America and Europe, NOVA Chemicals has improved its styrene
monomer position by entering into agreements with other producers, and now has styrene monomer geographically located to satisfy its global polymer production requirements at local producer economics.

All
of the ethylene and a significant portion of the benzene requirements for the Sarnia styrene facility are supplied from NOVA Chemicals' Corunna, Ontario olefins facility. The balance
of the benzene feedstock is obtained from nearby petroleum refineries. Except for some ethylene obtained through exchange, the balance of ethylene and all benzene for the Bayport and Channelview
facilities are obtained from external sources.

In
August 2002, NOVA Chemicals and BASF Corporation ("BASF") signed a long-term styrene monomer supply contract. The agreement commits NOVA Chemicals to supply styrene monomer to
BASF's downstream styrenics business in North America. In addition, the contract commits BASF to supply styrene monomer to NOVA Chemicals' European downstream styrenics business. The
agreement gives both companies producer economics styrene monomer position for their respective styrenic polymer businesses. NOVA Chemicals meets its supply commitment to BASF from existing
facilities in North America, including a planned 450 mmlbs debottlenecking of its Bayport styrene monomer plant, originally scheduled to be completed in the fourth quarter of 2004. As a result
of a June 2003 explosion and fire in the Bayport ethylbenzene manufacturing unit and subsequent repair, the debottleneck and turnaround of the plant will be delayed by approximately six months.
Operations of the Bayport styrene conversion unit resumed in August 2003. The ethylbenzene unit restarted in January 2004. NOVA Chemicals was able to run the styrene conversion unit at reduced rates
with purchased ethylbenzene from August 2003 to January 2004 when the ethylbenzene unit restarted and normal operations resumed.



NOVA Chemicals produces EPS at its Beaver Valley site at Monaca, Pennsylvania and at its Painesville, Ohio facility. Total rated production capacity of
370 mmlbs ranks NOVA Chemicals as the largest EPS producer in North America. EPS resins are used in applications such as disposable foam cups, noodle bowls, takeout and ice cream containers,
insulation board and foam packaging. The EPS cup and container grade is sold under the trademark DYLITE®. The Beaver Valley site also produces ARCEL moldable foam resins which
contains polystyrene and polyethylene. This expandable bead is sold primarily into the protective packaging market.

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NOVA Chemicals'
approved additional capital in 2003 at its Beaver Valley site to further expand ARCEL moldable foam resin capacity in 2004.

In
May 2001, NOVA Chemicals converted a portion of its existing EPS capacity to premium DYLITE cup and container bead production at its Beaver Valley site. This project has increased
Beaver Valley's DYLITE
cup and container bead capacity by almost 60%. Total styrenic polymer production capacity at Beaver Valley remains at 410 mmlbs.



NOVA Chemicals produces HPS at its Springfield, Massachusetts and Chesapeake, Virginia facilities. Both facilities also produce SPS. In addition to being the
research and technology center for HPS, compounding assets at the Chesapeake site allow NOVA Chemicals to produce custom colour, as well as flame retardant resins. In addition, NOVA Chemicals
contracts with two compounders to manufacture HPS polymers. Current sales in the HPS business are in ignition resistant products used primarily for television cabinets and marketed under the trademark
ZYNTAR®; additive modified polystyrene grades used in applications requiring consistent colour, UV or other properties; NAS® and ZYLAR® (high clarity styrene
acrylic co-polymers and blends or alloys thereof, respectively) make up the balance of the North American HPS products.



NOVA Chemicals' SPS business has a total of five manufacturing facilities in North America (Belpre, Ohio; Chesapeake, Virginia; Decatur, Alabama;
Montréal, Québec; and Springfield, Massachusetts). Total styrenic polymer production capacity for North America excluding EPS is 1.8 billion pounds annually,
consisting of crystal polystyrene, impact polystyrene, HPS and DYLARK resins. In June 2001, NOVA Chemicals idled, and continues to idle, 100 mmlbs per year of SPS capacity at its Belpre,
Ohio site.

Crystal
polystyrene end-use applications include CD jewel boxes, food packaging, one-time-use foodservice ware (cups/plates/bowls/utensils), medical applications, fast-food/convenience
packaging and insulation. Impact polystyrene resins are used in applications such as office/desk supplies, small appliances, industrial spools, bathroom accessories, electronics housings, food
packaging and one-time-use foodservice ware.



The Beaver Valley site at Monaca, Pennsylvania also produces DYLARK resins which are a modified styrenic based polymer that provides ease of processing,
performance at elevated temperatures and foam adhesion for use in soft instrument panels, as well as other interior parts, in the global automotive industry.



The European styrenics business has four manufacturing sites. With the Huntsman acquisition, NOVA Chemicals acquired plants at Carrington, United Kingdom
and Ribécourt, France. With the Shell acquisition, NOVA Chemicals doubled its styrenic polymer production capacity in Europe with the acquisition of a second plant at Carrington and
plants at Berre, France (operated by Shell) and Breda, the Netherlands. The Shell acquisition also included a research and technology center located in Breda. Total rated styrenic polymer
production capacity in Europe is 1.3 billion pounds annually. NOVA Chemicals is the third largest producer of styrenic polymers in Europe.

NOVA
Chemicals has the capability to produce EPS at all of its European sites, with an aggregate capacity of 705 mmlbs, making it the top producer of EPS in Europe.

In
October 2002, the EPS plant at Carrington was idled and will continue to be idled for an indefinite period. The idling reduces NOVA Chemicals' costs and reduces EPS production
capacity by 165 mmlbs per year. NOVA Chemicals' existing European EPS customers are being supplied from NOVA Chemicals' other European production facilities. The SPS plant
on the same site was not affected by this decision.

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NOVA
Chemicals produces SPS at two of its European sites, Breda and Carrington, with an aggregate capacity of 600 mmlbs per year, including STYROSUN® polystyrene and a
styrene butadiene copolymer at its Breda site. NOVA Chemicals is the sixth largest producer of SPS in Europe.

Fribourg,
Switzerland is the European operating center for the European styrenics business, international polyethylene sales and technology licensing. The European operating center
houses approximately 60 employees. The Breda technology center houses approximately 25 employees and centralizes all research, technology and product support activities for the European
region. A shared services center in Manchester, United Kingdom provides support functions such as finance, information technology, the Responsible Care® program, supply chain and human
resources and is staffed by approximately 30 employees.

Methanex  Sale of Equity Investment

In May 2003, NOVA Chemicals announced the sale of its 46.9 million shares of Methanex. As part of this transaction, NOVA Chemicals entered
into an agreement with Methanex and a syndicate of underwriters for
the secondary offering of 37.9 million shares at a price of Cdn. $13.30 or U.S. $9.85 per share for proceeds of U.S. $373 million. This transaction closed on
June 5, 2003. The remaining 9 million shares owned by NOVA Chemicals were repurchased by Methanex on June 30, 2003, at U.S. $9.85, for proceeds of
U.S. $89 million. Total net proceeds received by NOVA Chemicals from these two transactions was $441 million, after deducting underwriting fees, legal costs and foreign
exchange differences. This resulted in a pre-tax gain of $29 million and an after-tax gain of $61 million.

NOVA Chemicals'
original investment in Methanex was $265 million. NOVA Chemicals has no remaining equity interest in Methanex.

DISTRIBUTION OF PRODUCTS

NOVA Chemicals' products are marketed primarily through its sales force, with support from established distributors, agents and traders. When products produced in
one jurisdiction are sold into another, NOVA Chemicals sells such products to its wholly owned subsidiaries for resale. Distribution agreements among NOVA Chemicals' affiliates provide for arm's
length pricing.

No
significant portion of NOVA Chemicals' business is dependent upon a single customer. Sales to Canadian and United States federal, state, provincial and local governmental bodies
account for less than 1% of annual sales.

Effective
April 2003, NOVA Chemicals and Helm AG entered into a sales and marketing agreement for styrene monomer in Europe. The medium-term agreement includes the transfer
to Helm AG of essentially all sales and marketing activities for NOVA Chemicals' existing European styrene monomer merchant sales.

In
October 2003, NOVA Chemicals announced that Distrupol, based in Surrey, England, was appointed as a multinational distributor for NOVA Chemicals' polystyrene resins in Europe.
Distrupol will manage distribution channels in Benelux, Ireland, Scandinavia, the United Kingdom and France. Additionally, Ultrapolymers, based in Augsburg, Germany, will manage NOVA Chemicals' German
distribution channels.

Geographic Distribution of Revenue by Segment

The following table summarizes for the years ended December 31, 2003, 2002 and 2001, the geographic segments in which NOVA Chemicals sells its products and
the percentage of sales in such segments:

|                  |  | Percentage of Sales,
Year Ended December 31 |  
|----------------- |  | ------------------------------------------- | -
|
|
|Canada            |  | 36                                          | %
|United States     |  | 45                                          | %
|Europe and Others |  | 19                                          | %

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LOGISTICS

NOVA Chemicals leases approximately 4,600 railcars from various companies for use in transportation and delivery of its polyethylene and polystyrene
products to customers in North America. NOVA Chemicals also owns approximately 380 railcars. Trucks are used for distributing products sold in bags and boxes and smaller loads of bulk
products. Transport ships are used to transport bulk product, mostly to Asia. NOVA Chemicals does not own or lease trucks or ships, but does pay transportation fees under short-term arrangements.

NOVA
Chemicals' feedstocks and co-products are produced in liquid or gaseous form, and are transported primarily by pipeline, but also in significant quantity by barge, truck and in rail
tank cars. NOVA Chemicals leases approximately 1,350 rail tank cars from various companies in order to transport feedstocks, co-products and styrene monomer.

COMPETITION

NOVA Chemicals competes with other commodity chemical producers on the basis of price, service, product quality and performance. Among NOVA Chemicals' competitors
are some of the world's largest chemical companies and major integrated oil companies that are larger and have greater financial resources. Some also have their own raw material resources. The keys to
competing successfully in this industry are scale of facilities, low-cost feedstocks and differentiated product and process technologies.

Prices
for NOVA Chemicals' petrochemical and polymer products are determined by market factors such as supply/demand balances and feedstock costs that are beyond NOVA Chemicals' control.
NOVA Chemicals generally sells these products at prevailing market prices but, on occasion, negotiates the current market price. One exception to product sales being made at prevailing market
prices is the sale of ethylene produced at E2, which is based on cost-of-service pricing. Cost-of-service pricing at E2 will expire on June 30, 2004.

PATENTS, LICENSES AND TRADEMARKS

NOVA Chemicals owns directly, or licenses from affiliates, a large number of patents in Canada, the United States and other countries. NOVA Chemicals also owns,
or licenses through a wholly owned subsidiary, a number of trademarks which are used to identify various petrochemical products. While these patents and trademarks constitute valuable assets, NOVA
Chemicals does not regard any single patent or trademark as being material to its operations as a whole.

During
2003, 33 patent applications were filed in the name of NOVA Chemicals or its subsidiaries worldwide. These include divisional and continuation patent applications as well
as national and regional patent applications (which may result in more than one issued patent). Eighteen of the applications were in the olefins/polyolefins field and 15 were in the styrenics field.
Worldwide, during 2003, 121 patents were issued to NOVA Chemicals or its subsidiaries, 80 in the olefins/polyolefins field and 41 in the styrenics field.

TECHNOLOGY

While a number of NOVA Chemicals' technologies are licensed from third parties, and are therefore subject to certain restraints concerning fields of use, NOVA
Chemicals actively maintains and supports all of its technologies to maintain its competitive position.

Olefins/Polyolefins

In November 2000, NOVA Chemicals announced the successful transition of its Advanced SCLAIRTECH Ziegler Natta (Z-N) catalyst to its gas-phase
plant, PE1, in Joffre, Alberta. The drop-in catalyst NOVACAT T provides enhanced throughput, product range and properties when compared with conventional Z-N catalysts in
commercial gas-phase polyethylene production facilities. During 2003, apart from introducing a new super-hexene high-performance film to the market, the NOVACAT T
catalyst has further demonstrated high productivity for butene LLDPE and HDPE applications. This catalyst should improve manufacturing economics at NOVA Chemicals' Joffre, Alberta PE1 plant and also
bring value to NOVA Chemicals' catalyst licensing business. The catalyst is expected to be ready for commercialization in 2005.

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NOVA Chemicals' PE2 plant at Joffre was designed to use Advanced SCLAIRTECH technology. PE2 began commercial production in July 2001 using Z-N catalysts adapted for use with the
Advanced SCLAIRTECH platform. In April 2002, NOVA Chemicals announced the commercial introduction of a new group of premium octene copolymer polyethylene resins for film applications, called SCLAIR
ASTute resins. These new resins are specifically for use in premium film applications, including food and specialty packaging, laminations and co-extrusions and heavy-duty shipping
sacks. The grades also meet U.S. Food & Drug Administration requirements for food contact.

In
December 2001, NOVA Chemicals began trial polymerizations using a proprietary single-site catalyst with the Advanced SCLAIRTECH platform at Joffre. This proprietary
catalyst combines the best qualities of traditional Z-N catalysts and single-site catalysts and creates polyethylene having significantly enhanced polymer properties. This represents a
significant demonstration of the commercial applicability of single-site catalysts on the Advanced SCLAIRTECH platform. During 2002, additional commercial trials of NOVA Chemicals'
proprietary single-site technology were successfully completed and extensive product performance trials were completed with selected development partners. The results of the trials met or
exceeded expectations, and indicated that the product performance was highly competitive to existing commercial benchmarks. In April 2003, NOVA Chemicals announced the commercial introduction
of its first polyethylene resins produced with the Advanced SCLAIRTECH technology and utilizing its new proprietary single-site catalyst. Four new polyethylene grades, trademarked SURPASS,
were introduced for specialty film applications. The SURPASS resins deliver a unique combination of properties not found in conventional metallocene resins.

In
February 2001, NOVA Chemicals and BP announced an agreement to jointly develop and commercialize advanced Z-N catalysts including NOVACAT T catalyst for gas-phase
polyethylene processes, including BP's INNOVENE® gas-phase process. During 2002, NOVA Chemicals' demonstrated the capabilities of the NOVACAT T catalyst focusing
on reactor rate improvements and extension of the product slate. In particular, NOVA Chemicals has commercialized new hexene resins for use in applications demanding high puncture resistance,
as well as growing the volume of LLDPE butene copolymers manufactured at the Joffre plant.

In
July 2002, NOVA Chemicals and BP entered into an agreement under which NOVA Chemicals granted BP the rights to use and sub-license certain of its proprietary single-site
catalyst technology. In turn, BP licensed its metallocene catalyst technology portfolio to NOVA Chemicals for use in polyethylene manufacturing. By working together, the companies expect to
help accelerate new technology advances that produce gas-phase polyethylene resins delivering both superior performance and value to customers. NOVA Chemicals and BP will
cooperate in both the sale of catalysts and the licensing of the combined portfolio of metallocene and single-site catalysts. In 2003, NOVA Chemicals joint program with BP resolved
several key issues with single-site catalyst technology for gas-phase
LLDPE. This resulted in a catalyst being identified for a commercial trial. Several next generation catalysts, targeted at improved catalyst economics and product grade expansion, produced promising
results on a pilot scale.

NOVA
Chemicals' other polyethylene technologies include UNIPOL gas-phase polymerization technology and SCLAIRTECH technology. NOVA Chemicals independently sustains and
develops these technologies as used in NOVA Chemicals' facilities. During 2003, 13 new polyethylene grades were commercialized at NOVA Chemicals' plants. These developments are one
component of NOVA Chemicals' product development efforts across the full polyethylene asset base.

In
April 2002, NOVA Chemicals and Kubota Corporation ("Kubota") reached an agreement under which NOVA Chemicals licensed its ANK400 anti-coking technology to Kubota. Kubota
manufactures and globally markets the product to ethylene facilities for gas feedstock cracking applications. ANK400 is a new anti-coking furnace tube product that increases on-stream time for
ethylene furnaces. This new technology achieves an inner surface chemistry with a demonstrated ability to significantly reduce catalytic coking.

Styrenics

NOVA Chemicals also owns or has rights to a significant portfolio of styrenics technology, both in the fields of production and styrenics applications. Prior to
1999, NOVA Chemicals licensed technology from a number of other companies and developed its own technology for the polymerization of styrenic polymers. As part of the Huntsman and Shell acquisitions
in December 1998 and January 2000, respectively, NOVA Chemicals acquired additional access to a broad range of styrenics technology and an experienced workforce with insight into the

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current
and potential application of this technology. The Shell workforce transferred to NOVA Chemicals was comprised of highly skilled researchers and technicians. With the Shell acquisition,
NOVA Chemicals acquired substantive additional product and process technology related to EPS manufacture as well as knowledge in polystyrene and HPS. The technologies acquired include
the one-step Shell process technology for EPS and polystyrene process technology relating to several HPS products.

In
May 2002, NOVA Chemicals announced that its STYROSUN weather-resistant polystyrene was available in North America. STYROSUN is an ethylene propylene diene monomer based
high-impact polystyrene. In 2003, NOVA Chemicals began marketing STYROSUN polystyrene in North America targeting applications in exterior door window frames, large truck after market air deflectors,
simulated wood trim and signage. European applications for UV-resistant STYROSUN polystyrene continue to grow in the wood replacement market for such applications as outdoor decking, porch
railings and decorative molding.

In
June 2002, NOVA Chemicals announced new patent coverage on volatile organic compound free EPS technology. This technology has the potential to reduce the pentane content in EPS
using water instead of pentane as the blowing agent. This would reduce the transportation hazards and air quality concerns associated with pentane.

In
addition, NOVA Chemicals will be increasing the capacity of high-margin products at its Beaver Valley site at Monaca, Pennsylvania. NOVA Chemicals will double the
manufacturing capacity for ARCEL foam resin and increase capacity for DYLARK engineering resins by 10 mmlbs per year. The total capital cost for the ARCEL and DYLARK resin expansions will be
modest and will be completed within NOVA Chemicals' normal capital budget. In 2003, the ARCEL resin capacity (run rate) was expected to double the previous ARCEL resin capacity.

In
October 2002, NOVA Chemicals announced the commercialization of a new ZYLAR resin, a clear alloy of a styrene acrylic copolymer. The new ZYLAR resin 390 offers a significantly
improved balance of clarity and toughness and also offers enhanced chemical resistance. Potential applications for the impact-modified resin include medical devices, appliance parts, personal care
products and consumer electronics. ZYLAR resin 390 will initially be available in North America and Europe. The first applications for the new ZYLAR resin 390 are in surgical
blood filter canisters and razors.

In
January 2003, NOVA Chemicals purchased Deltech Polymers Corporation's ("Deltech") polystyrene business at a nominal cost. The purchase included Deltech's customer base and associated
technology for crystal polystyrene and methyl methacrylate-styrene copolymers. Deltech's production facility in Troy, Ohio ceased production of these two products in January 2003.
Deltech's plant had nameplate capacity of 140 mmlbs per year, which represents 2% of North American polystyrene production capacity. NOVA Chemicals did not acquire any production assets from
Deltech and has no environmental or employment liability with respect to the decision by Deltech to cease production of polystyrene. The acquisition enabled NOVA Chemicals to strengthen its position
in the commodity, as well as high-margin portions of the market, without adding capacity or taking on assets.

In
January 2003, NOVA Chemicals announced the commercialization of a new advanced styrenic polymer designated FX550. The polystyrene resin offers high-impact and high-gloss
properties for applications such as small appliances and housewares, competing directly with acrylonitrile butadiene styrene resin. The first FX550 application is in Europe for office
furniture.

In
June 2003, NOVA Chemicals announced the introduction of the first "thin-wall, Smart Cup" in the market, allowing EPS cups to be used in vending machines for the first
time. The development resolved two major challenges that had, until then, excluded the usage of EPS cups in vending machines, namely space efficiency and static electricity build-up.

In
December 2003, NOVA Chemicals announced that it was improving the EPS feedstock used at its Beaver Valley site, allowing the plant to produce lower pentane grades, for which there is
increased demand in the EPS market. These improvements allowed EPS processors to reduce emissions, in response to increasingly restrictive regulations, and to improve material utilization without
sacrificing product performance or changing their manufacturing assets. This feedstock adjustment is compatible with the development of NOVA Chemicals' ULTRA LOW resin grades (less than
3.5% pentane).

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In
2003, NOVA Chemicals developed a new flame retardant ZYNTAR resin grade that is not based on decabromo diphenyl oxide. ZYNTAR resin F7080 can be used in light and dark gray
applications that require better UV stability than NOVA Chemicals' other grades for television and electronics applications. ZYNTAR resin F7080 has been evaluated by major television OEMs and has
UL94 V-0 approval.

RESEARCH AND DEVELOPMENT

NOVA Chemicals spent $35 million, $32 million and $33 million in the years 2003, 2002 and 2001 respectively, on research and development
activities. NOVA Chemicals also spent $10 million in 2003 and $7 million in each of 2002 and 2001 on technical support and activities relating to improvements of existing products.
NOVA Chemicals' operating budget for research and development for the year 2004 is $37 million and $10 million for technical support.

Olefins/Polyolefins

NOVA Chemicals olefins/polyolefins business conducts research at the NOVA Research & Technology Center and the NOVA Chemicals Technical Center, both
located in Calgary, Alberta. Both centers are equipped with state of the art test facilities for the development of new catalysts, olefin and polyolefin processes as well as full scale testing of new
products. The demonstration plant for the Advanced SCLAIRTECH technology is located at the St. Clair River plant site in Corunna, Ontario and is capable of testing new catalysts, new
polyethylene products, mixing methods in reactors and solvent separation processes.

Currently,
the olefins/polyolefins business is supported by 173 technical and support staff working directly on the development of new technologies.

Styrenics

NOVA Chemicals' styrenics business operates three technical centers located at the Beaver Valley site in Monaca, Pennsylvania, at Chesapeake, Virginia and in
Europe at Breda, the Netherlands. The styrenics business also operates three pilot plants, one in the United States (the Beaver Valley site) and two in Europe (Ribécourt, France and
Breda). These pilot plants are capable of simulating mass and suspension polymerization, as well as synthesis of EPS. The styrenics business also provides computer-aided design engineering resources
in Southfield, Michigan and Chesapeake to support DYLARK resin automotive applications and HPS customers, respectively.

In
January 2002, NOVA Chemicals confirmed its commitment to polystyrene applications research with the official opening of a $5 million European styrenics technology center
in Breda. The Breda technology center provides NOVA Chemicals with the ability to develop new SPS, EPS and HPS styrenic polymers, support converter customers in developing new applications for EPS,
SPS and HPS polymers and provides increased technical support to NOVA Chemicals' styrenic polymer manufacturing plants around the world.

In
December 2003, NOVA Chemicals opened a new styrenics research lab at the NOVA Research & Technology Center ("NRTC") located in Calgary, Alberta. This research lab will focus on the
development of new technology platforms for styrenics by leveraging the skills and capabilities already in existence at NRTC.

Currently
the styrenics business is supported by a total of 133 technical and support staff working on the development and support of new technologies.

GOVERNMENT REGULATION AND ENVIRONMENTAL PROTECTION

Like other companies in its industry, NOVA Chemicals is subject to extensive environmental laws and regulations at all levels of government concerning the
manufacture, processing and importation of certain petrochemical substances, discharges or releases (whether to air, land or water) and the generation, handling, storage, transportation, treatment,
disposal and clean-up of waste materials.

Although
NOVA Chemicals believes that its businesses, operations and facilities are being operated in material compliance with applicable environmental laws and regulations, the
operation of any petrochemical facility and the distribution of petrochemical products involve the risks of accidental discharges of hazardous materials, personal injury and property and environmental
damage. Furthermore, applicable environmental laws and regulations provide for substantial fines, regulatory penalties and criminal sanctions in the event of non-

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compliance.
There can be no assurance that NOVA Chemicals will not incur material costs or liabilities as a result of such occurrences or the enforcement of environmental laws.

Risk
of substantial environmental costs and liabilities is inherent in particular operations and products of NOVA Chemicals, as it is with other companies engaged in similar businesses,
and there can be no assurance that material costs and liabilities, including uninsured liabilities, will not be incurred with respect to future operations.

Canadian
generally accepted accounting principles ("GAAP") requires companies to record liabilities associated with future plant decommissioning and site restoration costs on both active
and inactive plants at their fair value based on a discounted value of the expected costs to be paid when the assets are retired. At December 31, 2003, NOVA Chemicals had $31 million of
accumulated reserve for these activities. This accumulated reserve is comprised of approximately $12 million anticipated to be required for the decommissioning and site restoration of plant
sites that have been divested or are no longer in use and approximately $19 million for currently operating plant sites.

For
currently operating plant sites, NOVA Chemicals has undertaken an evaluation of the costs to conduct decommissioning and site restoration required to satisfy its projected
obligations under applicable environmental requirements upon termination of operations at these sites. Canadian GAAP requires that NOVA Chemicals record the present value of inflation adjusted
decommissioning and site restoration costs as increases to the carrying values of the assets and depreciate this amount over the estimated remaining lives of the assets. NOVA Chemicals has determined
a further $112 million, in today's dollars, may be required to decommission and restore operating plant sites. This amount does not include any deduction for salvage or land value that may be
realized, however these will be taken into consideration as the assets are depreciated. Since these plants may be in operation in excess of 40 years, significant uncertainty exists concerning the
nature of the decommissioning and site restoration activities that may be required. Furthermore, significant judgment is involved in the estimation process, since the value of salvage, degree of
natural attenuation, evolution of new technologies and potential future land uses may mitigate future environmental liabilities and potential costs.

The
amount of $112 million is approximately $225 million to $250 million after adjusting for inflation as is required by Canadian GAAP. The present value of this
future amount (using a credit adjusted risk free rate of 10.5% to discount the estimated future cash flows) is approximately $19 million, which has been accrued in anticipation of these
activities. This estimated liability of $19 million will increase, or accrete, each year over the lives of the active plants until it reaches the $225 million to $250 million
expected to be incurred on closure of the plants. The resulting expense is referred to as accretion expense and is included in operating expenses.

NOVA
Chemicals is currently involved in investigations and clean-ups under the U.S. Comprehensive Environmental Response, Compensation and Liability Act and comparable state laws
in several jurisdictions in connection with hazardous substances which in the past had been transported to third party disposal sites. NOVA Chemicals does not believe that its share of response
costs at any of such sites will, individually or in the aggregate, result in a material liability for NOVA Chemicals. It is possible that, based upon the nature of the hazardous substances
generated at existing and discontinued operations, NOVA Chemicals may be involved in investigations and clean-ups in the future.

From
time to time NOVA Chemicals has entered into various consent agreements or been subject to administrative orders for pollution abatement or remedial action in connection with
its businesses. NOVA Chemicals has agreed with relevant Dutch and French environmental authorities to implement VOC emission reduction projects at its facilities in Breda, the Netherlands and
Ribecourt, France. The projects are scheduled for completion in 2005 and 2006, respectively, at an estimated cost of approximately $15 million.

NOVA
Chemicals has operated an environmental audit program to determine regulatory compliance by its operating facilities since 1990. In September 1995, NOVA Chemicals developed a more
comprehensive safety, health, environment and risk audit program. NOVA Chemicals' Responsible Care Audit Program was evaluated by a leading international environment, health and safety consulting firm
in January 2002. On the basis of its review the consultant found that the Audit Program was progressive, soundly designed and effectively implemented, and concluded that it was highly rated when
compared to other programs with which the consultant was familiar.

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NOVA
Chemicals has adopted the Responsible Care program as the basis for its overall safety, health, environment and risk program. The Responsible Care program is a comprehensive program
which was initiated by the Canadian Chemical Producers' Association ("CCPA") and has since been adopted by the American Chemistry Council ("ACC") in the United States as well as by chemical industry
associations in over 40 countries worldwide. The Responsible Care program requires program participants to commit to the responsible management of the total life cycle of their products. NOVA
Chemicals has implemented the Responsible Care program in all its Canadian, U.S. and European operations.

In
the second quarter of 2003 the CCPA released its final report for the Responsible Care re-verification for NOVA Chemicals' Canadian locations based on their 2002-2005 protocol.
According to the CCPA's final report the re-verification team is satisfied with the approach used by the Corporation to apply and meet the requirements of the Responsible Care initiative.

The
review was carried out between September 16 and 27, 2002, by a three-member CCPA appointed re-verification team augmented by community representatives for each of
the Corporation's locations visited. The team visited manufacturing sites at Joffre, Alberta (olefins/polyolefins), Corunna, Ontario (olefins), Sarnia, Ontario (styrene) and Montreal, Quebec
(polystyrene). Visits were also made to the Corporation's Research and Technology Center and the Technical Center in Calgary, Alberta.

In
the report, the re-verification team noted that the decision-making and actions of NOVA Chemicals are underpinned by the Responsible Care ethic. The Corporation's overall
management system is self-healing, seeking to continuously improve, to identify deficiencies and will likely act to correct them in a timely manner.

NOVA
Chemicals is active in a number of voluntary environmental initiatives to reduce emissions and wastes from its facilities. In addition to participation in the CCPA's National
Emissions Reduction Masterplan, NOVA Chemicals is also participating in Canada's Accelerated Reduction and Elimination of Toxics, and greenhouse gas ("GHG") emissions management programs. Through an
aggressive GHG emissions management program and its participation in Canada's Voluntary Climate Change Challenge and Registry Program, NOVA Chemicals is committed to economically viable solutions to
climate change concerns, for example, NOVA Chemicals participation in the joint venture with ATCO and EPCOR to construct a natural-gas-fired cogeneration power plant at its production site at Joffre.
This project has substantially reduced GHG emissions when compared with continuing to supply the electrical needs of the Joffre site from Alberta's primarily coal fired electrical generation
facilities. NOVA Chemicals is also directly involved in the Canadian Chemical Industry's Environmental Performance Memoranda of Understanding with the Federal, Ontario and Alberta governments.

In
December 2002, the Government of Canada announced its ratification of the Kyoto Protocol to the United Nations Framework Convention on Climate Change. NOVA Chemicals could
incur significant costs to comply with the Kyoto Protocal which could reduce operating results and cash flow.

NOVA Chemicals
is participating in an initiative by the ACC to conduct research into the long range health and environmental impacts of chemicals. This participation is consistent
with NOVA Chemicals' Responsible Care commitment, and the resulting research will enable the chemicals industry to contribute to the scientific and public policy debates which impacts
legislation affecting the industry.

Environmental
capital expenditures for NOVA Chemicals, including pollution abatement and remedial programs, were $9 million in 2003, $6 million in 2002 and
$12 million in 2001 and are estimated to be $11 million in 2004. Operating expenses relating to environmental protection were $16 million in 2003, $12 million in 2002 and
$14 million in 2001 and are estimated to be $15 million in 2004. Total remedial expenditures to dismantle and remediate discontinued facilities and sites totaled $1 million in
each of 2003 and 2002 and $3 million in 2001. This figure is expected to be $3 million in 2004. NOVA Chemicals believes it has sufficient capital resources to meet all of its
present and anticipated future obligations under environmental protection legislation.

NOVA
Chemicals is actively involved in promoting public awareness of the benefits of plastics through its participation in various industry associations.

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EMPLOYEE AND LABOUR RELATIONS

NOVA Chemicals currently employs approximately 4,300 full-time employees globally.

Collective
bargaining agreements with various unions, covering approximately 500 of the approximately 3,710 North American employees, are in place at certain plants located in
Ontario, Massachusetts and Pennsylvania. The term of a collective bargaining agreement involving 51 employees at NOVA Chemicals' styrene plant in Sarnia, Ontario expired on January 31, 2004.
The term of a collective bargaining agreement involving 230 employees at NOVA Chemicals' olefins plant in Corunna, Ontario will expire on March 31, 2004. Negotiations are currently
underway at both the Sarnia and Corunna facilities. A collective bargaining agreement involving 31 employees at the polystyrene plant at Springfield, Massachusetts was negotiated in September
1999 and will expire on September 30, 2007. A collective bargaining agreement involving 182 employees at the polystyrene plant at the Beaver Valley site in Monaca, Pennsylvania was
negotiated in May 2001 and will expire on May 12, 2006.

Workforces
in Europe are significantly more unionized than their North American counterparts. European employment laws and regulations are more restrictive than in North America. These
factors limit the flexibility of NOVA Chemicals' relations with its employees. Many of NOVA Chemicals' approximately 570 European employees are represented by works councils. A works council,
elected by the employees, represents employees' rights and interests, including rights to information and consultation relating to conditions of work, working hours, remuneration and vacation
entitlement.

NOVA
Chemicals provides medical, health, life insurance, pension plans and other benefits to its employees, which are comparable with other companies in the chemical industry where its
operations are located.

FOREIGN OPERATIONS

Foreign operations are subject to various risks differing from those in Canada and the United States including political events, tax changes, labour difficulties,
price controls and other governmental actions. NOVA Chemicals actively addresses these risks as part of its risk management system.

With
the Huntsman and Shell acquisitions, NOVA Chemicals' exposure to foreign operations increased as a significant amount of the assets acquired are in Europe. In addition to the
economic risks of foreign operations, there are commercial, cultural and language differences that increase business risk.

NOVA
Chemicals sells its products worldwide. NOVA Chemicals has established its European operating center and commercial headquarters in Switzerland to coordinate commercial activities
outside of North America and maintains a sales force in over 12 countries.

PROPERTIES

The "Facility Profile" on page 10 provides a description of NOVA Chemicals' production facilities. All production facilities are owned by NOVA Chemicals
(except Channelview, Texas in which NOVA Chemicals only has an equity position). In some cases, NOVA Chemicals may own the production facilities, but only leases the land on which the facilities are
located. This is the case with our Belpre, Ohio, facility and our Carrington, United Kingdom, Ribécourt, France and Berre, France facilities in Europe. Where the land is leased by NOVA
Chemicals, the site owner or operator provides various site services, such as utilities, for which NOVA Chemicals pays a usage fee.

NOVA
Chemicals leases or owns in excess of 640,000 square feet of office space in numerous locations, mostly in North America. Its head office and Canadian operating center is located in
Calgary, Alberta. Its global and United States operating center is located in Pittsburgh, Pennsylvania. Its European operating center is in Fribourg, Switzerland.

LEGAL PROCEEDINGS

NOVA Chemicals is involved in litigation from time to time in the ordinary course of its business. In management's opinion none of such litigation is
material to NOVA Chemicals' financial condition or results of operations. The major legal proceedings against the Corporation are described below.

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In
1987 a rail tank car containing butadiene owned by a subsidiary of Polysar (a predecessor of NOVA Chemicals) leaked and ignited while parked in New Orleans, Louisiana.
Numerous lawsuits were filed against Polysar and other entities and all of these were ultimately consolidated into one class action. With respect to liability, Polysar was found liable for 5% of the
compensatory damages sustained by the class but was found not liable for any punitive damages. Petitions for appellate relief to the Louisiana Supreme Court and United States Supreme Court were
denied. With respect to damages, the Louisiana court is hearing the case in a series of mini-trials. Two mini-trials have occurred to date, the outcomes of which, if
extrapolated to the class, could lead to potential liability to NOVA Chemicals in the range of $5 million to $11 million. No further mini-trials have been scheduled to
date. NOVA Chemicals anticipates that its liability insurers will respond to a portion of the ultimate claim.

In
January 2001, Husky Oil Operations Ltd. ("Husky") filed a statement of claim against NOVA Chemicals alleging breach of a natural gas supply agreement. Husky's claim was in the
amount of Cdn. $30 million. The matter settled during trial with Husky agreeing to discontinue its claim and terminate the natural gas supply agreement. NOVA Chemicals agreed to
pay Husky Cdn. $1.5 million and discontinue its counterclaim against Husky.

RISKS AND UNCERTAINTIES

The cyclicality of commodity chemical businesses may cause significant fluctuation in NOVA Chemicals' income and cash flow.

NOVA Chemicals' historical operating results reflect the cyclical and volatile nature of commodity chemical businesses, specifically the olefins/polyolefins and
styrenics businesses. These businesses historically experience alternating periods of inadequate capacity and tight supply, causing prices and profit margins to increase, followed by periods when
substantial capacity is added, resulting in oversupply, declining capacity utilization rates, and declining prices and profit margins. The markets for ethylene, polyethylene, styrene and styrenic
polymers are highly cyclical, resulting in volatile profits and cash flow over the business cycle. Moreover, since NOVA Chemicals derives nearly all of its revenue from sales of these products,
its operating results are more sensitive to this cyclical nature than many of its competitors who have more diversified businesses. While NOVA Chemicals expects capacity to tighten in the
future, it cannot provide assurance that pricing or profitability in the future will be comparable to any particular historical period, including the most recent period shown in its operating results.

Excess
industry capacity, especially at times when demand is weak, has in the past and may in the future cause NOVA Chemicals and other industry participants to lower production rates,
which can reduce its margins, income and cash flow.

Rising costs of raw materials and energy may result in increased operating expenses and reduced results of operations.

NOVA Chemicals purchases large amounts of raw materials, including natural gas and benzene, and energy for its businesses, representing a substantial portion of
its operating expenses. The prices of raw materials and energy generally follow price trends of, and vary with market conditions for, crude oil and natural gas, which have historically been highly
volatile and cyclical. NOVA Chemicals' raw material costs have fluctuated significantly in the last few years. Although certain of NOVA Chemicals' customer contracts are based on changes
in feedstock costs or provide for surcharges if feedstock costs change, many contracts are tied to market prices and therefore do not necessarily allow for the immediate flowthrough of rising
feedstock costs. NOVA Chemicals cannot predict whether and to what extent feedstock or energy prices will rise in the future.
Any significant feedstock cost increase could have a material adverse effect on NOVA Chemicals' business, results of operations, financial condition and cash flow.

NOVA Chemicals sells commodity products in highly competitive markets and faces significant price pressure.

NOVA Chemicals sells its products in highly competitive markets. Due to the commodity nature of a majority of its products, with the exception, to some degree of
products made using Advanced SCLAIRTECH technology and high-margin growth products, competition in these markets is based primarily on price and to a lesser extent on product performance,
product quality, product deliverability and customer service. As a result,

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NOVA Chemicals
may not be able to protect its market position by product differentiation or pass on cost increases to its customers. Accordingly, increases in raw material costs and other costs
may not necessarily correlate with changes in product prices, either in the direction of the price change or in magnitude. Although NOVA Chemicals strives to maintain or increase its
profitability by reducing costs through improving production efficiency, emphasizing higher margin products and controlling selling and administration expenses, NOVA Chemicals cannot provide
assurance that these efforts will be sufficient to offset fully the effect of any pricing changes on its operating results.

Among
NOVA Chemicals' competitors are some of the world's largest chemical companies and major integrated petroleum companies that have their own raw material resources. Some of these
companies may be able to produce products more economically than NOVA Chemicals can. In addition, some of NOVA Chemicals' competitors are larger and have greater financial resources,
which may enable them to invest significant capital into their businesses, including expenditures for research and development. If any of NOVA Chemicals' current or future competitors develop
proprietary technology that enables them to produce products that compete with those of NOVA Chemicals at a significantly lower cost, segments of NOVA Chemicals' technology could be
rendered over time uneconomical or obsolete. The entrance of new competitors into the industry may reduce NOVA Chemicals' ability to capture profit margins in circumstances where capacity
utilization in the industry is decreasing. Further, low-cost producers from petroleum-rich countries are increasing in the petrochemical industry and may expand significantly
in the future. Any of these developments could affect NOVA Chemicals' ability to enjoy higher profit margins during periods of increased demand.

External factors beyond NOVA Chemicals' control can cause fluctuations in demand for NOVA Chemicals' products and in its prices and margins,
which may negatively affect income and cash flow.

External factors can cause significant fluctuations in demand for NOVA Chemicals' products and volatility in the price of raw materials and other operating
costs. Examples of external factors include general economic conditions, including a prolonged economic downturn; competitor actions; technological developments; unplanned facility shutdowns;
international events and circumstances; and governmental regulation.

Demand
for NOVA Chemicals' products is influenced by general economic conditions. A number of NOVA Chemicals' products are highly dependent on durable goods markets, which are
themselves particularly cyclical. If the global economy does not improve, demand for NOVA Chemicals' products and its income and cash flow would be adversely affected.

NOVA
Chemicals may reduce production, idle a facility for an extended period of time, or discontinue certain products because of high raw material prices, an oversupply of a particular
product, feedstock unavailability and/or a lack of demand for that particular product. When NOVA Chemicals decides to reduce or idle production, reduced operating rates are often necessary for
several quarters or, in certain cases, longer and cause NOVA Chemicals to incur costs, including the expenses of the outages and the restart of these facilities.

Operating problems in NOVA Chemicals' business may adversely affect NOVA Chemicals' income and cash flow.

The occurrence of material operating problems at NOVA Chemicals' facilities, including any of the events described below, may have a material adverse effect on
the productivity and profitability of a particular manufacturing facility, or on NOVA Chemicals' operations as a whole. NOVA Chemicals' income and cash flow are dependent on the
continued operation of its various production facilities. NOVA Chemicals' operations are subject to the usual hazards associated with chemical manufacturing and the related storage and
transportation of raw materials, products and wastes, including pipeline leaks and ruptures; fires; mechanical failure; labour difficulties; remediation complications; discharges or releases of toxic
or hazardous substances or gases and other environmental risks; explosions; storage tank leaks; unscheduled downtime; transportation interruptions; and inclement weather and natural disasters.

Some
of these hazards may cause personal injury and loss of life, severe damage to or destruction of property and equipment and environmental damage, and may result in suspension of
operations and the imposition of civil, regulatory or criminal penalties. Furthermore, NOVA Chemicals is also subject to present and future claims with respect to workplace exposure, workers'
compensation and other matters. NOVA Chemicals carries insurance against potential operating hazards which is consistent with industry norms.

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If
NOVA Chemicals were to incur a significant liability that was not covered by insurance, it could significantly affect NOVA Chemicals' productivity, profitability and financial
position.

NOVA Chemicals is exposed to costs arising from environmental compliance, cleanup and adverse litigation, which may have a substantial adverse effect on
NOVA Chemicals' business, financial condition, operating results and cash flow.

NOVA Chemicals is subject to extensive federal, provincial, state and local environmental laws and regulations concerning the manufacture, processing and
importation of certain petrochemical substances, air emissions, water discharges and the generation, handling, storage, transportation, treatment, disposal and clean up of regulated substances.
NOVA Chemicals believes it is in material compliance with applicable environmental requirements. However, NOVA Chemicals' operations involve the risk of accidental discharges or releases
of toxic or hazardous materials, personal injury, property and environmental damage. Furthermore, applicable environmental laws and regulations are complex, change frequently and provide for
substantial fines, regulatory penalties and criminal sanctions in the event of non-compliance. NOVA Chemicals cannot provide assurance that it will not incur substantial costs or liabilities as
a result of such occurrences or the enforcement of environmental laws.

Risk
of substantial environmental costs and liabilities is inherent in NOVA Chemicals' business, as it is with other companies engaged in similar businesses. Also,
NOVA Chemicals has liabilities and obligations arising in connection with discontinued operations, and has specific contractual obligations with respect to pre-closing environmental
conditions at certain facilities divested by predecessor companies. Environmental investigations and remedial work have commenced at most locations and provision has been made in
NOVA Chemicals' financial statements to cover the estimated costs of remediation of discontinued sites. NOVA Chemicals has incurred and may incur in the future, environmental costs and
liabilities and believes it has made adequate provisions in its financial statements for known matters. Nevertheless, NOVA Chemicals cannot provide assurance that it will not incur substantial
costs and liabilities resulting from future events or unknown circumstances which exceed its reserves or will be material.

From
time to time, NOVA Chemicals has entered into consent agreements or been subject to administrative orders for pollution abatement or remedial action. Under some environmental
laws, NOVA Chemicals may be jointly and severally liable for the costs of environmental contamination on or from its properties, and at off-site locations where NOVA Chemicals disposed
of or arranged for disposal or treatment of hazardous substances, and may also incur liability for related damages to natural resources. Currently, NOVA Chemicals has been named as a
potentially responsible party under the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA, or its state equivalents at three third-party sites. Based
on available information, the Corporation does not believe they will involve significant costs. However, NOVA Chemicals cannot provide assurance that significant costs will not be incurred.

NOVA Chemicals could incur significant costs to comply with the Kyoto Protocol, which could reduce NOVA Chemicals' operating results and cash
flow.

In December 2002, the Government of Canada announced its ratification of the Kyoto Protocol to the United Nations Framework Convention on Climate Change.
The Kyoto Protocol has yet to take effect, but if it does, Canada would be required to reduce its GHG emissions by 6% below 1990 levels during the years 2008 through 2012. Comparable, although not
necessarily identical, reductions in GHG emissions are required of other ratifying countries during the same period. Subject to further action by other countries, NOVA Chemicals anticipates
that the governments of all ratifying countries in which NOVA Chemicals has
production operations will require reductions in GHG emissions from NOVA Chemicals' plants located within their borders sometime within the commitment period, but no later than 2012. In view of
the uncertainty of how and when implementation will occur, NOVA Chemicals cannot estimate compliance costs or whether they will be material.

NOVA Chemicals' business may be adversely affected by risks associated with international operations.

Although NOVA Chemicals reports its results in U.S. dollars, the Corporation conducts a significant portion of its business outside the United States, and
is subject to risks normally associated with international operations. These risks include the need to convert currencies the Corporation may receive as payment for its products into currencies
required to pay its debt, or into currencies in which NOVA Chemicals purchases raw

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materials
or pays for services, which could result in a gain or loss depending on fluctuations in exchange rates. Fluctuations in exchange rates can also affect the relative competitive position of a
particular manufacturing facility, as well as NOVA Chemicals' ability to successfully market its products in other markets. Other risks of international operations include trade barriers,
tariffs, exchange controls, national and regional labour strikes, social and political risks, general economic risks, required compliance with a variety of foreign laws, including tax laws and the
difficulty of enforcing agreements and collecting receivables through foreign legal systems.

Interruptions in NOVA Chemicals' supply of raw materials could adversely affect NOVA Chemicals' business.

NOVA Chemicals purchases large amounts of raw materials, including crude oil, natural gas and benzene, and energy for its businesses. If temporary shortages due
to disruptions in supply caused by weather, transportation, production delays or other factors require the Corporation to secure its raw materials from sources other than its current suppliers,
NOVA Chemicals cannot provide assurance that it will be able to do so on terms as favourable as its current terms or at all.

NOVA Chemicals may be subject to losses that are not covered by insurance.

NOVA Chemicals carries comprehensive liability and property (including fire and extended perils) insurance on all of its facilities, with deductibles and other
policy specifications and insured limits customarily carried in NOVA Chemicals' industry for similar properties. NOVA Chemicals' insurance costs have increased recently. In addition,
some types of losses, such as losses resulting from war or acts of terrorism are not insured. NOVA Chemicals determines coverage limits based on what it believes to be a reasonable maximum
foreseeable loss scenario of its operations. In the event that an uninsured loss or a loss in excess of insured limits occurs, the Corporation may not be reimbursed for the cost to replace capital
invested in that
property, nor insured for the anticipated future revenues derived from the manufacturing activities conducted at that property, while NOVA Chemicals could remain obligated for any mortgage
indebtedness or other financial obligations related to the property. Any such loss could adversely affect NOVA Chemicals' business, results of operations or financial condition.

Labour disputes could have an adverse effect on NOVA Chemicals' business.

As of December 31, 2003, NOVA Chemicals had approximately 4,300 employees, of whom approximately 3,710 were employees of NOVA Chemicals'
Canadian and U.S. operations. Approximately 500, or 13%, of its Canadian and U.S. employees are represented by unions under four separate collective bargaining agreements. In addition, in
Europe, some of NOVA Chemicals operations are subject to national collective bargaining agreements that are renewed on an annual basis. If NOVA Chemicals is unable to negotiate
acceptable contracts with these unions upon expiration of an existing contract or other employees were to become unionized, NOVA Chemicals could experience work stoppages, a disruption in
operations or higher labour costs, which could have an adverse effect on business, financial condition, results of operations and cash flow. Of NOVA Chemicals' four North American collective
bargaining agreements, two agreements, involving a total of approximately 280 employees, will expire within the first quarter of 2004. Negotiations are currently underway regarding these
agreements.

NOVA Chemicals may make investments in entities that it does not control.

NOVA Chemicals has established joint ventures and made minority interest investments to increase its vertical integration, enhance customer service and
increase efficiencies in its marketing and distribution in the United States and other markets. The Corporation's principal joint ventures and minority investments include E3, the Joffre
Co-Generation Plant and the Alberta Ethane Gathering System.

NOVA Chemicals'
ability to control entities in which it invests may affect its ability to receive distributions from those entities or to fully implement its business plan. The
incurrence of debt or entry into other agreements by an entity not under the Corporation's control may result in restrictions or prohibitions on that entity's ability to pay dividends or make other
distributions to NOVA Chemicals. Even where these entities are not restricted by contract or by law from making distributions to NOVA Chemicals, NOVA Chemicals may not be able to
influence the occurrence or timing of such distributions. In addition, if any of the other investors in a non-controlled entity fails to observe its commitments, that entity may not be
able to operate according to its business plan or NOVA Chemicals may be required to increase its level of commitment. If any of these events

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were
to transpire, NOVA Chemicals' business, results of operations and financial condition could be adversely affected.

NOVA Chemicals' business is dependent on its intellectual property. If NOVA Chemicals' patents are declared invalid or its trade secrets become known to
its competitors, its ability to compete may be adversely affected.

Proprietary protection of NOVA Chemicals' processes, apparatuses and other technology is important to NOVA Chemicals' business. Consequently,
NOVA Chemicals relies on judicial enforcement for protection of its patents. While a presumption of validity exists with respect to patents issued to NOVA Chemicals in the United States
and Canada, there can be no assurance that any of NOVA Chemicals' patents will not be challenged, invalidated or circumvented. Furthermore, if any pending patent application filed by
NOVA Chemicals does not result in an issued patent, then the use of any such intellectual property by NOVA Chemicals' competitors could have an adverse effect on NOVA Chemicals'
businesses, financial condition, results of operations or cash flow. Additionally, NOVA Chemicals' competitors or other third parties may obtain patents that restrict or preclude
NOVA Chemicals' ability to lawfully produce or sell its products in a competitive manner, which could have an adverse effect on business, financial condition, results of operations
or cash flow.

NOVA Chemicals
also relies upon unpatented proprietary know-how and continuing technological innovation and other trade secrets to develop and maintain its competitive
position. While it is NOVA Chemicals' policy to enter into confidentiality agreements with its employees and third parties to protect its intellectual property, these confidentiality agreements
may be breached and, consequently, may not provide meaningful protection for NOVA Chemicals' trade secrets or proprietary know-how, or adequate remedies may not be available in the
event of an unauthorized use or disclosure of such trade secrets and know-how. In addition, others could obtain knowledge of such trade secrets through independent development or other
access by legal means. Although NOVA Chemicals does not regard any single patent or trademark as being material to its operations as a whole, the failure of its patents or confidentiality
agreements to protect its processes, apparatuses, technology, trade secrets or proprietary know-how could have an adverse effect on its business, financial condition, results of operations
or cash flow.

SELECTED CONSOLIDATED FINANCIAL INFORMATION

THREE YEAR SELECTED CONSOLIDATED FINANCIAL INFORMATION

The selected consolidated financial information for each of the three years in the three year period ended December 31, 2003 included in
NOVA Chemicals' 2003 Annual Report under the heading "Consolidated Six-Year Review" is incorporated by reference into this Annual Information Form.

DIVIDENDS

Payment of Dividends

Historically, NOVA Chemicals has paid dividends on its common shares at the current rate of $0.10 Canadian per quarter. In 2003, NOVA Chemicals paid
$25 million in dividends on its common shares. There are currently no material contractual restrictions on NOVA Chemicals' ability to declare and pay dividends on its common shares. The
declaration and payment of dividends is at the discretion of the Board of Directors of NOVA Chemicals, which will consider earnings, capital requirements, the financial condition of NOVA Chemicals and
other relevant factors. It is, however, the Corporation's intention to retain most of its earnings to support current operations, further reduce debt and continue to pay dividends at
historic levels.

Dividend Record

NOVA Chemicals has paid the following dividends on common shares during the preceding three years:

|              |      |  | Dividends per share
|------------- | ---- |  | -------------------
|
|Common Shares | Cdn. |  | $                  

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MANAGEMENT DISCUSSION AND ANALYSIS OF  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NOVA Chemicals' Management Discussion and Analysis for the year ended December 31, 2003 included in NOVA Chemicals' 2003 Annual Report is
incorporated by reference into this Annual Information Form.

MARKET FOR SECURITIES

COMMON SHARES

NOVA Chemicals' outstanding common shares are listed on the Toronto and New York stock exchanges.

The
closing price for NOVA Chemicals' common shares on the Toronto Stock Exchange on December 31, 2003 was Cdn. $35.04 and on February 12, 2004 was
Cdn. $36.55 and U.S. $27.20. The closing price on the New York Stock Exchange on December 31, 2003 was $26.95 and on February 12, 2004 was $27.90.

PREFERRED SECURITIES

NOVA Chemicals has preferred securities that are listed on the New York Stock Exchange. A principal amount of $382.5 million of these
preferred securities are listed. On January 19, 2004, NOVA Chemicals announced that it will redeem, on March 1, 2004, all of its 9.5% $210 million preferred securities due 2047
and all of its 9.04% $172.5 million preferred securities due 2048.

MANAGEMENT OF NOVA CHEMICALS

As a group, and based on information provided to NOVA Chemicals by each director and executive officer, all directors and executive officers of NOVA Chemicals
beneficially owned, directly or indirectly, or exercised control or direction over 858,530 common shares of NOVA Chemicals as at February 12, 2004, representing approximately 0.98% of
the outstanding common shares.

DIRECTORS

The following table sets forth, in alphabetical order, the names of each director of NOVA Chemicals, their municipality of residence, age, principal
occupations during the five preceding years and the period during which each director has served as a director of NOVA Chemicals or its predecessors. The terms of office of all of the directors
of NOVA Chemicals expire at the termination of the 2004 annual meeting, or until a successor is elected or appointed.

|Name and Municipality of Residence          |  | Age |  | Period during which a director of NOVA Chemicals or its predecessor |  | Principal Occupation
During the Preceding Five Years(1)                                                                                                           
|------------------------------------------- |  | --- |  | ------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|JERALD ALLEN BLUMBERGDurango, Colorado      |  | 64  |  | Since February 15, 2000                                             |  | Retired President and Chief Executive Officer, Ambar, Inc. (private oilfield services). Prior to December 2000, President and Chief Executive Officer, Ambar, Inc.
|DR. FRANK PETER BOERBoynton Beach, Florida  |  | 63  |  | Since February 21, 1991                                             |  | President and Chief Executive Officer, Tiger Scientific Inc. (science and technology, consulting and investments)                                                 
|JACQUES BOUGIE, O.C.Iles-des-Soeurs, Québec |  | 56  |  | Since June 14, 2001                                                 |  | Retired President and Chief Executive Officer, Alcan Inc. (international aluminum company). Prior to June 2001, President and Chief Executive Officer, Alcan Inc. 
|                                            |  |     |  |                                                                     |  |                                                                                                                                                                   

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|JOANNE VANISH CREIGHTONSouth Hadley, Massachusetts |  | 61 |  | Since June 14, 2001     |  | President and Professor of English, Mount Holyoke College (higher education)                                                                                                                   
|-------------------------------------------------- |  | -- |  | ----------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ROBERT EMMET DINEEN, JR.New York, New York         |  | 63 |  | Since July 2, 1998      |  | Partner, Shearman & Sterling LLP, Attorneys-at-Law                                                                                                                                             
|LOUIS YVES FORTIER, C.C., Q.C.Westmount, Québec    |  | 68 |  | Since July 2, 1998      |  | Chairman and Senior Partner, Ogilvy Renault, Barristers and Solicitors                                                                                                                         
|KERRY LLOYD HAWKINSWinnipeg, Manitoba              |  | 63 |  | Since July 2, 1998      |  | President of Cargill Limited and Chief Executive Officer of Canadian Operations, Cargill Limited (grain handling, transportation and processing of agricultural products)                      
|JEFFREY MARC LIPTONSewickley, Pennsylvania         |  | 61 |  | Since April 18, 1996    |  | President and Chief Executive Officer, NOVA Chemicals                                                                                                                                          
|ARNOLD MARTIN LUDWICKMontréal, Québec              |  | 66 |  | Since February 15, 2000 |  | Retired Deputy Chairman, Claridge Inc. (investment holding company). Prior to December 2002, Deputy Chairman, Claridge Inc. Prior to 1999, President and Chief Executive Officer, Claridge Inc.
|JAMES MALCOLM EDWARD NEWALL, O.C.Calgary, Alberta  |  | 68 |  | Since August 13, 1991   |  | Chairman of the Board,
NOVA Chemicals                                                                                                                                                          
|JANICE GAYE RENNIE, F.C.A.Edmonton, Alberta        |  | 46 |  | Since April 23, 1991    |  | Principal, Rennie and Associates (investment management). Prior to January 1999, President, Research Technology Management Inc.                                                                
|JAMES MARK STANFORDCalgary, Alberta                |  | 66 |  | Since December 3, 1999  |  | President, Stanford Resource Management, Inc. (investment management). Prior to January 2000, President and Chief Executive Officer, Petro-Canada                                              
|JOSEPH DALE THOMPSONEdmonton, Alberta              |  | 70 |  | Since July 2, 1998      |  | Chairman, PCL Construction
Group Inc. (general construction contractors). Mr. Thompson will not be standing for re-election at the annual meeting on April 14, 2004                            

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EXECUTIVE OFFICERS

The following table sets forth, in alphabetical order, the names of each executive officer of NOVA Chemicals, their municipality of residence, age, present
positions within NOVA Chemicals and their principal occupations during the five preceding years.

|Name and Municipality of Residence                      |  | Age |  | Present Principal Occupation                                                              |  | Principal Occupation
During The Preceding Five Years(1)                                                                                                                                                                               
|------------------------------------------------------- |  | --- |  | ----------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|JEFFREY MARC LIPTONSewickley, Pennsylvania              |  | 61  |  | President and Chief Executive Officer                                                     |  | President and Chief Executive Officer, NOVA Chemicals                                                                                                                                                                                 
|LAWRENCE ALLAN MACDONALDCrescent Township, Pennsylvania |  | 52  |  | Senior Vice President and Chief Financial Officer                                         |  | Senior Vice President and Chief Financial Officer, NOVA Chemicals; prior to October 2001, Senior Vice President, Manufacturing East, NOVA Chemicals; prior to March 1999, Senior Vice President, Corporate Development,
NOVA Chemicals
|JACK STEPHEN MUSTOESewickley, Pennsylvania              |  | 56  |  | Senior Vice President, Legal and General Counsel                                          |  | Senior Vice President, Legal and General Counsel, NOVA Chemicals                                                                                                                                                                      
|SHEILA HELEN O'BRIEN, C.M.Toronto, Ontario              |  | 56  |  | Senior Vice President, Human Resources, Public Affairs, Government and Investor Relations |  | Senior Vice President, Human Resources, Public Affairs, Government and Investor Relations, NOVA Chemicals; prior to May 2001, Senior Vice President, Human Resources, Public Affairs and Investor Relations,
NOVA Chemicals           
|CHRISTOPHER DANIEL PAPPASSewickley, Pennsylvania        |  | 48  |  | Senior Vice President and President, Styrenics                                            |  | Senior Vice President and President, Styrenics, NOVA Chemicals; prior to July 2000, President and Chief Executive Officer, Paints and Coatings.com; prior to March 2000, Commercial Vice President, DuPont-Dow Elastomers             
|ALBERT TERENCE POOLECalgary, Alberta                    |  | 61  |  | Executive Vice President, Corporate Strategy and Development                              |  | Executive Vice President, Corporate Strategy and Development, NOVA Chemicals; prior to May 2000, Executive Vice President, Finance and Strategy, NOVA Chemicals                                                                       
|DALE HOWARD SPIESSNevillewood, Pennsylvania             |  | 60  |  | Senior Vice President and President, Olefins/Polyolefins                                  |  | Senior Vice President and President, Olefins/Polyolefins, NOVA Chemicals; prior to November 2001, Senior Vice President, Polyethylene Sales and Marketing, NOVA Chemicals                                                             
|                                                        |  |     |  |                                                                                           |  |                                                                                                                                                                                                                                       

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|JOHN LAW WHEELERPittsburgh, Pennsylvania |  | 60 |  | Senior Vice President and Chief Information Officer |  | Senior Vice President and
Chief Information Officer,
NOVA Chemicals
|---------------------------------------- |  | -- |  | --------------------------------------------------- |  | -------------------------------------------------------------------

|Notes: |     |                                                                                                                                                          
|------ | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|       | (1) | Information provided with respect to the principal occupation of each director and executive officer is based on information furnished to NOVA Chemicals.

BOARD OF DIRECTORS

The Board of Directors is responsible for managing the business and affairs of NOVA Chemicals. It establishes the overall policies and standards for NOVA
Chemicals. The directors are kept informed of NOVA Chemicals' operations at meetings of the Board and its Committees and through reports and analyses prepared by and discussions with
management.

The
Board of Directors meets on a regularly scheduled basis. In addition, communications between the directors and management occur apart from regularly scheduled Board and Committee
meetings.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has established four standing Committees and has delegated certain responsibilities to each of those Committees. Each Committee has been
mandated to perform certain advisory functions, make recommendations and report to the Board.

The
Board of Directors of NOVA Chemicals does not have an Executive Committee. The four standing Committees of the Board of Directors are the Corporate Governance Commitee, the Audit,
Finance and
Risk Committee, the Human Resources Committee and the Public Policy and Responsible Care Committee. A brief summary of the Committee mandates follows.

The
Corporate Governance Committee of the Board is responsible for the composition, compensation and governance of the Board of Directors of NOVA Chemicals and recommends to the Board
nominees for election or appointment to the Board. In addition, this Committee is responsible for maintaining an effective working relationship between the Board of Directors and management of NOVA
Chemicals. The Corporate Governance Committee is composed of Messrs. Newall (Chairman), Blumberg, Bougie, Dineen, Fortier and Stanford.

The
Audit, Finance and Risk Committee of the Board reviews and inquires into matters affecting the financial reporting of NOVA Chemicals, the system of internal accounting and financial
controls and procedures and NOVA Chemicals' financial audit procedures and plans; recommends the approval of the issuance of debt securities; oversees the policies and practices of NOVA Chemicals
relating to corporate compliance and risk management strategies; recommends to the Board of NOVA Chemicals the appointment and remuneration of the external auditors and approves the mandate and
appointment of internal auditors; oversees the funding, administration and investment of the trust funds associated with NOVA Chemicals' savings and profit sharing plans and pension plans; and reviews
with management and reports to the Board annually on the financing plans and objectives of NOVA Chemicals. The Audit, Finance and Risk Committee is composed of Messrs. Hawkins (Chairman),
Dineen, Ludwick and Thompson and Ms. Rennie. As Mr. Thompson is not standing for re-election as a director at the 2004 annual shareholders' meeting his term on the Audit, Finance and
Risk Committee will end on the date of that meeting. In February 1999 the Blue Ribbon Committee issued a report on Improving the Effectiveness of Corporate Audit Committees. In December 1999 the
Securities and Exchange Commission ("SEC") and the Auditing Standards Board adopted rules in response to the Blue Ribbon Committee's recommendations. The Audit, Finance and Risk Committee is aligned
with these rules. Throughout 2002 and early 2003, the SEC adopted additional rules with respect to corporate governance. The Board has determined that Mr. Ludwick and Ms. Rennie are
"audit committee financial experts" as defined by the SEC, and independent from management as described in Item 7(d)(3)(iv) of Schedule 14A of the Securities and Exchange Act. The
members of NOVA Chemicals' Audit, Finance and Risk Committee also meet the requirements

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contained
in Canadian securities administrators' Multilateral Instrument 52-110, Audit Committees, that every member of a corporation's audit committee be independent and financially
literate.

The
Human Resources Committee of the Board is responsible for overseeing policies and practices of NOVA Chemicals with respect to its human resources. The Committee reviews
recommendations for the appointment of persons to senior executive positions, considers terms of employment including succession planning and matters of compensation. The Committee recommends to the
Board the goals and objectives used to determine executive leadership compensation, evaluates the executive leadership team's performance and makes recommendations to the Board with respect to awards
under the Management Incentive Plan, the Option Plan, the Equity Appreciation Plan and the Restricted Stock Unit Plan and is responsible for the proper and orderly administration of NOVA Chemicals'
savings and profit sharing plans and pension plans, other than matters relating to the funding and investment of the plans' trust funds. The Human Resources Committee is composed of
Messrs. Stanford (Chairman), Blumberg, Hawkins, Dr. Boer and Ms. Creighton.

The
Public Policy and Responsible Care Committee of the Board is responsible for overseeing the policies and practices of NOVA Chemicals relating to its Responsible Care audit and the
environment, occupational health and safety, communications, corporate contributions, public policy matters and NOVA Chemicals' relationships with all of its stakeholders. The Public Policy and
Responsible Care Committee is composed of Dr. Boer (Chairman), Messrs. Bougie, Fortier, Ludwick and Thompson and Mmes. Creighton and Rennie. As Mr. Thompson is not standing
for re-election as a director at the 2004 annual shareholders' meeting his term on the Public Policy and Responsible Care Committee will end on the date of that meeting.

Other Corporate Activities

In December 1996, a Technology Advisory Committee was created to advise NOVA Chemicals on its research strategy. The Technology Advisory Committee consists of two
directors of NOVA Chemicals, Dr. Boer and Mr. Blumberg (Co-chairs); Mr. Christopher D. Pappas, Senior Vice President and President, Styrenics, NOVA Chemicals;
Mr. Paul Clark (Co-chair), Vice President, Research and Technology, NOVA Chemicals; Mr. William C. Mitchell, Vice President, Legal and Chief Patent Counsel,
NOVA Chemicals; Mr. Karel C. Bleijenberg, Vice President, Technology, NOVA Chemicals Inc.; Mr. Gerry Dyer, retired Research and Development Director, DuPont
Canada Inc.; and three world-class research scientists, Dr. Musa Kamal, Professor, McGill University, Dr. Kurt Zilm, Professor, Yale University and Dr. Robert Waymouth,
Professor, Stanford University.

ADDITIONAL INFORMATION

Additional information, including directors' and officers' remuneration and indebtedness, principal holders of NOVA Chemicals' securities, options to purchase
securities and interests of insiders in material transactions, is contained in NOVA Chemicals' Management Information Circular with respect to the 2004 Annual Meeting of Shareholders.

Additional
financial information is provided in the 2003 audited comparative Consolidated Financial Statements, together with the auditors' report thereon, included in NOVA Chemicals'
2003 Annual Report.

A
copy of NOVA Chemicals' 2003 Annual Report and its Management Information Circular referred to above, as well as additional copies of this Annual Information Form and of any
subsequent interim financial statements of NOVA Chemicals, may be obtained by any person without charge by writing to:



Copies
of any other documents not referred to above that are incorporated by reference into a preliminary short form prospectus or a short form prospectus of NOVA Chemicals when the
securities of NOVA Chemicals are in the course of a distribution pursuant to a preliminary short form prospectus or a short form prospectus filed in respect of such distribution may also be obtained
by any person without charge by writing to the Corporate Secretary at the above-noted address.

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