OMNOVA SOLUTIONS INC. DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS

(a)

“Affiliate” means a corporation, partnership, joint venture, sole proprietorship or other trade or business that is considered a single employer with the Company by application of Section 414 of the Code, such that it (1) is part of a “controlled group of corporations” (within the

meaning of Section 414(b) of the Code) with the Company, (2) is “under common control” (within the meaning of Section 414(c) of the Code) with the Company, or (3) is a member of an “affiliated service group” (within the meaning of Section 414(m) of the Code) with the Company.

(b)

“Board” means the Board of Directors of the Company.

(c)

“Calendar Year” means each consecutive twelve-month period commencing January 1 and ending December 31.

(d)

“Change in Control” means the occurrence of any of the following events, subject to the provisions of paragraph (5) hereof:

(1)

All or substantially all of the assets of the Company are sold or transferred to another corporation or entity, or the Company is merged, consolidated or reorganized into or with another corporation or entity, with the result that upon conclusion of the transaction less than 51% of the outstanding securities entitled to vote generally in the election of directors or other capital interests of the acquiring corporation or entity are owned directly or indirectly, by the shareholders of the Company generally prior to the transaction; or

(2)

There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Exchange Act, disclosing that any person (as the term “person” is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act (a “Person”)) has become the beneficial owner (as

the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act (a “Beneficial Owner”)) of securities representing 20% or more of the combined voting power of the then-outstanding voting securities of the Company; or

(3)

The individuals who, at the beginning of any period of two consecutive calendar years, constituted the Directors of the Company cease for any reason to constitute at least a majority thereof unless the nomination for election by the Company’s stockholders of each new Director of the Company was approved by a vote of at least two-thirds of the Directors of the Company still in office who were Directors of the Company at the beginning of any such period; or

(4)

The Board determines that (A) any particular actual or proposed merger, consolidation, reorganization, sale or transfer of assets, accumulation of shares or tender offer for shares of the Company or other transaction or event or series of transactions or events will, or is likely to, if carried out, result in a Change in Control falling within paragraph (1), (2) or (3) hereof and (B) it is in the best interests of the Company and its shareholders, and will serve the intended purposes of the Change in Control provisions of this Program and other compensation and benefit programs, plans and agreements of the Company, if a Change in Control shall be deemed to have occurred.

(5)

Notwithstanding the foregoing provisions of this Section 2.1(d):

(A)

If any such merger, consolidation, reorganization, sale or transfer of assets, or tender offer or other transaction or event or series of transactions or events mentioned in paragraph (iv) hereof shall be abandoned, or any such accumulations of shares shall be dispersed or otherwise resolved, the Board may determine that a Change in Control has not occurred and, by notice to the Executive, nullify the effect thereof, but without prejudice to any action that may have been taken prior to such nullification.

(B)

Unless otherwise determined in a specific case by the Board, a Change in Control shall not be deemed to have occurred for purposes of paragraph (2) hereof solely because (i) the Company, (ii) a subsidiary of the Company, or (iii) any Company-sponsored employee stock ownership plan or any other employee benefit plan of the Company or any subsidiary of the Company either files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) under the Exchange Act disclosing Beneficial

Ownership by it of shares of the then-outstanding voting securities of the Company, whether in excess of 20% or otherwise, or because the Company reports that a change in control of the Company has occurred or will occur in the future by reason of such beneficial ownership.

(e)

“Code” means the Internal Revenue Code of 1986, as presently in effect or hereafter amended.

(f)

“Company” means OMNOVA Solutions Inc.

(g)

“Compensation and Corporate Governance Committee” means the OMNOVA Solutions Inc. Compensation and Corporate Governance Committee.

(h)

“Director” means a member of the Board.

(i)

“Director Fees” means the aggregate compensation payable by the Company to a Director, including annual retainer, chairman’s fee and meeting attendance fees.

(j)

“Disability” or “Disabled” means either (1) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a period of at least 12 months (which shall be evidenced by the written determination of a qualified medical doctor selected by the Compensation and Corporate Governance Committee and specifying the date upon which such disability commenced), or (2) the Participant, by reason of any medically

determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, is receiving income replacement benefits for a period exceeding six months under an accident and health plan covering employees of the Company.

(k)

“Effective Date” means October 1, 1999.

(l)

“Market Value” means

(1)

in the case of shares of OMNOVA Solutions Common Stock (except as otherwise provided in Section 6.3 hereof), the closing price on the New York Stock Exchange on the day for which the determination is to be made, or if such day is not a trading day, the trading immediately preceding such day, as reported on NYSEnet.com (or if shares of OMNOVA Solutions Common Stock are not readily traded on the New York Stock Exchange, the closing price per share on an established securities market on which shares are readily traded as selected by the Compensation and Corporate Governance Committee, or if shares of OMNOVA Solutions Common Stock are not readily traded on any established securities market, the fair market value of a share of OMNOVA Solutions Common Stock as determined by the reasonable application of a reasonable valuation method approved by the Board), and

(2)

in the case of shares of the Designated Equity Fund (A) for a bank commingled fund, the closing price of a share as determined by the trustee of such fund, (B) for a closed-end fund, the closing price of a share on the New York Stock Exchange, or (C) for an open-end mutual fund, the net asset value per share of a share as determined by such fund, on the date for which the determination is to be made, or if such date is not a trading day, the trading day immediately preceding such determination date.

(m)

“Nonemployee Director” means a Director who is not an employee of the Company and, to the extent t