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                                                                 EXHIBIT 10.5

                                THE GEON COMPANY

                   SENIOR EXECUTIVE MANAGEMENT INCENTIVE PLAN


         1.      PURPOSE. The Geon Company Senior Executive Management
Incentive Plan (the "Senior Executive MIP") has been established to provide
opportunities to certain key executive personnel to receive incentive
compensation as a reward for high levels of personal performance above the
ordinary performance standards compensated by base salary, and for their
contributions to strong performance of the Company. The Senior Executive MIP is
designed to provide a competitive level of performance-based incentive
compensation when all relevant performance objectives are achieved.

         2.      ADMINISTRATION.  The Senior Executive MIP will be administered
by the Compensation Committee of the Board of Directors (the "Committee"). The
Committee is authorized to interpret the Senior Executive MIP and to establish
and maintain guidelines necessary or desirable for the administration of the
Senior Executive MIP. Decisions and determinations of the Committee shall be
binding on all persons claiming rights under the Senior Executive MIP.

         3.      ELIGIBILITY.

         (a)     Participation in the Senior Executive MIP will be limited to
those key executive personnel who have the potential to influence significantly
and positively the performance of the Company. Participants will include such
key executive officers of the Company who, based upon the recommendation, in
writing, of the Chief Executive Officer of the Company, may be selected by the
Committee annually.

         (b)     To be eligible for participation in any particular year during
the term of the Senior Executive MIP (a "Plan Year"), a key executive must have
assumed the duties of an incentive-eligible position and have been selected for
participation in the Senior Executive MIP within 90 days of the commencement of
the applicable Plan Year. Additionally, employees who, following such 90-day
period, are hired or promoted into an incentive-eligible position will
participate in the Senior Executive MIP Plan for the Plan Year in which they
are hired or promoted based on their base salary (pro-rated) and at the target
award level associated with the position.  The current list of the
incentive-eligible positions, which may be amended for each Plan Year by the
Committee within 90 days of the commencement of the applicable Plan Year, is
attached as Attachment A hereto. To receive any award, the participant must
remain employed by the Company through December 15 of the applicable Plan Year.

         4.      PARTICIPANT CATEGORIES; TARGET AWARD LEVELS.

         (a)     For each Plan Year, each participant will be assigned to an
incentive category based on organizational level and potential impact on
Company results. Participant categories define the target level of incentive
opportunity ("Incentive


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Percentage") stated as a percentage (up to a maximum of 200%) of base salary
that will be available to the participant upon achievement of the Performance
Targets (as hereinafter defined) for the applicable Plan Year.

         (b)     Category assignments for each Plan Year (other than that of
the Chief Executive Officer) will be based on the recommendation of the Chief
Executive Officer of the Company and will be approved by the Compensation
Committee within 90 days of the commencement of the applicable Plan Year. The
category assignment for the Chief Executive Officer of the Company will be
determined and approved by the Compensation Committee within 90 days of the
commencement of the applicable Plan Year.

         5.      PERFORMANCE MEASURES AND TARGETS.

         (a)     Within 90 days of the commencement of each applicable Plan
Year, the Committee shall determine the performance goal target level
("Performance Target") applicable to the measures of Company performance
("Performance Measures") which must be achieved in order for any awards to paid
under the Senior Executive MIP.  The Performance Measures will include one or
more of the following, as determined by the Committee for each Plan Year: (i)
return to stockholders, (ii) cash flow, (iii) return on equity, (iv) Company
created income (for example, income due to Company initiated cost reductions or
productivity improvements), (v) sales growth, (vi) earnings and earnings
growth, (vii) return on assets, (viii) stock price, (ix) earnings per share,
(x) market share, (xi) customer satisfaction, and (xii) safety and for
environmental performance.

         (b)     The Performance Measures selected by the Committee for each
Plan Year will be weighted by the Committee to reflect their relative
importance to the Company in the applicable Plan Year. The weightings of the
Performance Measures shall also be determined by the Committee within 90 days
of the commencement of each applicable Plan Year.

         6.      CERTIFICATION OF ACHIEVEMENT. Promptly following the end of
each Plan Year the Committee will meet to certify achievement by the Company of
the Performance Targets for the applicable Plan Year and, if such goals have
been achieved, to review management recommendations and approve actual awards
under the Senior Executive MIP.

         7.      DETERMINATION OF AWARDS.

         (a)     If all of the Performance Targets are achieved, the amount of
incentive awards available for payment under the Senior Executive MIP will be
the product of the participant's salary and the Incentive Percentage; provided
that the maximum annual dollar award (after giving effect to the 25% premium
for restricted stock deferrals provided for in Section 8) paid to any
participant for any one Plan Year will be $1,000,000.



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         (b)     If one or more, but less than all, of the Performance Targets
are achieved, the percentage will be reduced from 100% based on the weightings
assigned to the Performance Measures with respect to which the Performance
Targets were met. For example, if there were three Performance Measures
selected for a Plan Year with each Performance Measure having an equal
weighting, i.e. 33-1/3%, and the Performance Targets for only two of the
Performance Measures were achieved, the amount of the available incentive award
would be 66-2/3% of the product of the participant's salary and the Incentive
Percentage. No awards will be paid under the Senior Executive MIP if none of
the Performance Targets is achieved.

         (c)     Notwithstanding the amount of any available incentive award
under the Senior Executive MIP, the Committee may, in its discretion, reduce or
eliminate the amount of any incentive award actually paid to a participant
based on individual performance or otherwise. In no event may the Committee
increase the amount of any available incentive award provided for under the
Senior Executive MIP.

         8.      PAYMENT OF AWARDS.

         (a)      Awards will be paid as soon as practicable after
approval by the Committee. A portion of each participant's award, as determined
by the Committee within 90 days of the commencement of the applicable Plan
Year, will be paid in the form of restricted stock (the "Basic Deferral").
Participants will also have the opportunity to elect additional optional
deferrals so that they may receive up to 100% of their award, if any, as
restricted stock.

         (b)      Any award paid as restricted stock will be enhanced
with a 25% "premium", i.e. for every $100 deferred, the participant will
receive $125 in restricted stock. Restrictions on the stock will be determined
by the Committee at the time awards are approved in accordance with the
provisions of the Company's Incentive Stock Plan. The number of shares of
restricted stock to be delivered to a participant in respect of his or her
incentive award under the Senior Executive MIP shall be determined by dividing
the dollar amount of the incentive award (after giving effect to the 25%
premium for restricted stock deferrals) under the Senior Executive MIP by the
fair market value of one share of the Company's common stock on the first
business day of the year immediately succeeding the Plan Year in respect of
which the incentive award is made; provided, that in no event shall the sum of
the cash portion of the incentive award and the fair market value (determined
as of the date the award is approved by the Committee) of any restricted stock
deliverable in respect of the award exceed 120% of the amount of the incentive
award (after giving effect to the 25% premium for restricted stock deferrals).

         (c)      For purposes of the Senior Executive MIP, fair market
value of one share of stock shall be the mean of the high and low prices of the
Company's common stock on the relevant date (or, if no sale was made on such
date, then on the next preceding date on which such a sale was made) on The New
York Stock Exchange (or, if the Company's common stock is reported on NASDAQ
National Market System, then on such system). If the Company's common stock is
not listed or reported on The


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New York Stock Exchange or the NASDAQ National Market System, the fair market
value of one share of stock shall be as determined by the Committee.

         (d)     Any portion of a participant's award not paid as restricted
stock will be paid in cash.

         9.      OTHER PROVISIONS.

         (a)     No awards under the Senior Executive MIP are to be considered
earned until received.

         (b)     Awards to participants who serve in incentive-eligible
positions for less than a full year, or who within a year serve in two or more
positions that are of significantly difference size, may be adjusted on a pro
rata basis.

         10.     PAYMENT UPON CHANGE IN CONTROL.

         (a)     Anything to the contrary notwithstanding, within five days
following the occurrence of a "Change in Control" (as defined in Attachment B
hereto), the Company shall pay to each participant an interim lump-sum cash
payment (the "Interim Payment") with respect to his or her participation in the
Senior Executive MIP.  The amount of the Interim Payment shall equal the
product of the number of months, including fractional months, that have elapsed
until the occurrence of the Change in Control in the calendar year in which the
Change in Control occurs and one-twelfth of the greater of (i) the amount most
recently paid to each participant for a full calendar year, or (ii) the level
of incentive opportunity for each participant in effect prior to the Change in
Control for the calendar year in which the Change in Control occurs, in each
case under the terms of the Senior Executive MIP.

         (b)     The Interim Payment shall not reduce the obligation of the
Company to make a final payment under the terms of the Senior Executive MIP,
but any Interim Payment made shall be offset against any later payment required
to be made under the terms of the Senior Executive MIP for the Plan Year in
which a Change in Control occurs. In no event shall any participant be required
to refund to the Company, or have offset against any other payment due any
participant from or on behalf of the Company, all or any portion of the Interim
Payment.

         11.     AMENDMENT; TERM OF THE SENIOR EXECUTIVE MIP.

         (a)     The Senior Executive MIP may be amended by the Committee to
the extent required in order to comply with the provisions of Section 162(m) of
the Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder regarding "performance-based" compensation.

         (b)     The Senior Executive MIP will, subject to stockholder approval
at the 1995 Annual Meeting, be effective for the year beginning January 1, 1995
and remain in effect thereafter until terminated by the Committee.


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                                  ATTACHMENT A

                                THE GEON COMPANY

                   SENIOR EXECUTIVE MANAGEMENT INCENTIVE PLAN

              INCENTIVE ELIGIBLE POSITIONS FOR THE 1995 PLAN YEAR


       Chairman of the Board and President and Chief Executive Officer
                                                                      
       Senior Vice President, Operations                              
                                                                      
       Chief Financial Officer, Senior Vice President, Human Resources
                                                                      
       Senior Vice President, Commercial                              
                                                                      
       Vice President, General Counsel and Secretary                  
                                                                      
       Vice President, Research and Development                       





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                                  ATTACHMENT B

                                THE GEON COMPANY

                   SENIOR EXECUTIVE MANAGEMENT INCENTIVE PLAN

                       DEFINITION OF "CHANGE IN CONTROL"


                 For purposes of the Senior Executive Management Incentive 
Plan, "Change in Control" shall mean:

                 (a)      The acquisition by any individual, entity or group
         (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act"), of beneficial
         ownership (within the meaning of Rule 13d-3 promulgated under the
         Exchange Act) of 20% or more of either (i) the then outstanding shares
         of common stock of the Company (the "Outstanding Company Common
         Stock") or (ii) the combined voting power of the then outstanding
         voting securities of the Company entitled to vote generally in the
         election of directors (the "Outstanding Company Voting Securities");
         provided, however, that the following acquisitions shall not
         constitute a Change in Control: (A) any acquisition directly from the
         Company (other than by exercise of a conversion privilege), (B) any
         acquisition by the Company of any of its subsidiaries, (C) any
         acquisitions by any employee benefit plan (or related trust) sponsored
         or maintained by the Company or any of its subsidiaries or (D) any
         acquisition by any corporation with respect to which following such
         acquisition, more than 70% of; respectively, the then outstanding
         shares of common stock of such corporation and the combined voting
         power of the then outstanding voting securities of such corporation
         entitled to vote generally in the election of directors is then
         beneficially owned, directly or indirectly, by all or substantially
         all of the individuals and entities who were the beneficial owners,
         respectively, of the Outstanding Company Common Stock and Company
         Voting Securities immediately prior to such acquisition in
         substantially the same proportions as their ownership, immediately
         prior to such acquisition, of the Outstanding Company Common Stock and
         Outstanding Company Voting Securities, as the case may be;

                 (b)      During any period of two consecutive years,
         individuals who, at of the beginning of such period, constitute the
         Board (the "Incumbent Board") cease for any reason to constitute at
         least a majority of the Board, provided, however, that any individual
         becoming a director subsequent to the beginning of such period whose
         election, or nomination for election by the Company's stockholders,
         was approved by a vote of at least a majority of the directors then
         comprising the Incumbent Board shall be considered as though such
         individual were a


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         member of the Incumbent Board, but excluding, for this purpose, any
         such individual whose initial assumption of office occurs as a result
         of either an actual or threatened election contest (as such terms are
         used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
         Act);

                 (c)     Approval by the stockholders of the Company of a
         reorganization, merger or consolidation, in each case, with respect to
         which all or substantially all of the individuals and entities who
         were the beneficial owners, respectively, of the Outstanding Company
         Common Stock and Outstanding Company Voting Securities immediately
         prior to such reorganization, merger or consolidation, do not,
         following such reorganization, merger or consolidation, beneficially
         own, directly or indirectly, more than 70% of; respectively, the then
         outstanding shares of common stock and the combined voting power of
         the then outstanding voting securities entitled to vote generally in
         the election of directors, as the case may be, of the company
         resulting from such reorganization, merger or consolidation in
         substantially the same proportions as their ownership, immediately
         prior to such reorganization, merger or consolidation of the
         Outstanding Company Common Stock and Outstanding Company Voting
         Securities, as the case may be; or

                 (d)     Approval by the stockholders of the Company of (i) a
         complete liquidation or dissolution of the Company or (ii) a sale or
         other disposition of all or substantially all of the assets of the
         Company, other than to a corporation, with respect to which following
         such sale or other disposition, more than 70% of, respectively, the
         then outstanding shares of common stock of such company and the
         combined voting power of the then outstanding voting securities of
         such company entitled to vote generally in the election of directors
         is then beneficially owned, directly or indirectly, by all or
         substantially all of the individuals and entities who were the
         beneficial owners, respectively, of the Outstanding Company Common
         Stock and Outstanding Company Voting Securities immediately prior to
         such sale or other disposition in substantially the same proportion as
         their ownership, immediately prior to such sale or other disposition,
         of the Outstanding Company Common Stock and Outstanding Company Voting
         Securities, as the case may be.





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