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                                                                    EXHIBIT 10.3

                                THE GEON COMPANY

                                   SECTION 415

                            BENEFIT RESTORATION PLAN
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                                TABLE OF CONTENTS
<TABLE>
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SECTION                                                                    PAGE

<S>                                                                         <C>
I         DEFINITIONS                                                        2

II        ELIGIBILITY TO PARTICIPATE                                         6

III       BENEFIT RESTORATION UNDER THE PENSION PLAN                         7

IV        BENEFIT RESTORATION UNDER THE SAVINGS PLAN;
          NONDUPLICATION                                                     8

V         PAYMENT OF BENEFITS                                               10

VI        LIMITATIONS ON BOTH PENSION AND SAVINGS PLANS                     11

VII       MISCELLANEOUS                                                     12

VIII      EFFECTIVE DATE                                                    17
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                                    PREAMBLE

The purpose of this Plan is to insure that the benefits which would be received
by employees participating in the Savings Plan and Pension Plan of the Company,
under the terms of the relevant plans, are not limited solely by the application
of Section 415 of the Code. This Plan should be read and construed so as to
accomplish the foregoing objective. This Plan is intended to be an "excess
benefit plan" as that term is defined in Section 3(36) of the Employee
Retirement Income Security Act of 1974, as amended.
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                                    SECTION I

                                   DEFINITIONS

1.1      Affiliate means any corporation, partnership or other organization
         which, during any period of employment of a Participant, was at least
         50% controlled by the Company or an affiliate of the Company.

1.2      Annual Addition means, with respect to the Savings Plan, the sum of
         employer contributions, employee contributions and forfeitures, as
         defined in Section 415(c)(2) of the Code, including the exceptions
         described in such Section .

1.3      Committee means the Compensation Committee of the Board of Directors of
         the Company, or any person or entity to whom the Compensation Committee
         of the Board of Directors of the Company has delegated any authority or
         responsibility under the Plan.

1.4      Code means the Internal Revenue Code of 1986, as amended.

1.5      Company means The Geon Company.

1.6      Participant means any employee or former employee who is receiving any
         of the benefits provided by this Plan.


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1.7      Plan means The Geon Company Section 415 Benefit Restoration Plan.

1.8      Plan Account means a book reserve account maintained under the Plan on
         behalf of a Participant, to which the amounts to which such Participant
         is entitled under Articles 4.1 and 4.2 are credited.

1.9      Pension Plan means The Geon Pension Plan.

1.10     Basic Pension Plan Benefit means the pension benefit payable from the
         Pension Plan to a Participant, computed without regard to the benefit
         limitations imposed on the Plan by Section 415 of the Code.

1.11     Pension Plan Benefit means the pension benefit payable from the Pension
         Plan to a Participant, taking into account and including the
         limitations contained in Section 415 of the Code.

1.12     Savings Plan means The Geon Retirement Savings Plan.

1.13     Basic Savings Plan Match means the amount of Company matching
         contributions which would be credited to the Participant under the
         Savings Plan without regard to the limitations imposed on the Savings
         Plan by Section 415 of the Code, and assuming that 

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         contributions (as a percentage) of Earnings by the Participant under
         the Savings Plan on the date during a Plan Year on which the
         Participant's Annual Additions under the Savings Plan is first limited
         by Section 415 of the Code had continued at the same percentage rate
         until the earlier of the last day of such Plan Year or the termination
         of the Participant's employment.

1.14     Basic Savings Plan Success Sharing Contribution means the amount of
         Company contribution that would be credited to the Participant pursuant
         to Section 4.2(d) of the Savings Plan without regard to the limitations
         imposed on the Savings Plan by Section 415 of the Code.

1.15     Savings Plan Match means the amount of Company matching contributions
         actually credited to the Participant under the Savings Plan for the
         Plan Year.

1.16     Savings Plan Success Sharing Contribution means the amount of Company
         contributions actually credited to the Participant for the Plan Year
         pursuant to Section 4.2(d) of the Savings Plan.

1.17     Supplemental Restoration Benefit means an amount which is determined by
         subtracting the Participant's Pension Plan Benefit from the
         Participant's Basic Pension Plan Benefit.

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1.18     Valuation Date means the last day on which the New York Stock Exchange
         is open for trading occurring in the calendar month immediately
         preceding the calendar month in which the Participant's employment
         covered under the Plan terminates.

1.19     Words and phrases used herein with initial capital letters which are
         defined in the Savings Plan or the Pension Plan shall have the
         definitions given to them in such Plans.


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                                   SECTION II
                           ELIGIBILITY TO PARTICIPATE

2.1      All participants in the Pension Plan shall participate in this Plan
         whenever their Basic Pension Plan Benefit exceeds the amount of their
         Pension Plan Benefit. All participants in the Savings Plan shall be
         eligible to participate in this Plan whenever any part of their Annual
         Addition under the Savings Plan would be unavailable due solely to the
         limitations imposed by Section 415 of the Code.


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                                   SECTION III
                   BENEFIT RESTORATION UNDER THE PENSION PLAN

3.1      The Company shall pay to each Participant in the Pension Plan who is
         participating in this Plan a Supplemental Restoration Benefit. Such
         Supplemental Restoration Benefit shall be paid in accordance with
         Article 5.1.


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                                   SECTION IV
                   BENEFIT RESTORATION UNDER THE SAVINGS PLAN

4.1      The Company shall maintain a Plan Account for each employee whose
         Annual Additions to the Savings Plan have been (or would have been, but
         for the application of Sections 401(k) and 401(m) of the Code)
         restricted solely by the limitations of Section 415 of the Code. With
         respect to a Participant in the Savings Plan who is restricted by the
         limitations imposed by Section 415 of the Code, the Company shall
         credit the Plan Account of such a Participant for a Plan Year with the
         difference between the Basic Savings Plan Match and the Savings Plan
         Match (if any) and the difference between the Basic Savings Plan
         Success Sharing Contribution and the Savings Plan Success Sharing
         Contribution. Notwithstanding the foregoing or any other provision of
         the Plan, the Company may elect to pay or cause to be paid to an
         employee or former employee in cash all or any portion of any amount
         that is to be credited to his or her Plan Account pursuant to the
         immediately preceding sentence, in which case such amount, to the
         extent of such cash payment, shall not be credited to the employee's or
         former employee's Plan Account pursuant to the immediately preceding
         sentence. Such cash payment as provided in the immediately preceding
         sentence shall be made not later than twelve months following the date
         on which the restricted portion of the Basic Savings Plan Match and/or
         Basic Savings Plan Success Sharing Contribution would have been
         credited to the employee's or former employee's account under the
         Savings Plan but for the


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         limitations of Section 415 of the Code, and, may, in the Company's
         discretion include an amount in respect of any earnings or gains such
         restricted portion would have experienced if it had been credited in
         the Savings Plan.

4.2      The Plan Accounts hereunder (if any) will be credited on a monthly
         basis with earnings: (1) for periods prior to January 1, 1995, and for
         periods after February 28, 1997, at a rate equal to the monthly rate of
         earnings paid under the Fixed Income Fund of the Savings Plan; and (2)
         for periods after December 31, 1994 but prior to March 1, 1997, at a
         rate equal to the monthly rate of earnings paid under the Fixed Income
         Fund of the Savings Plan, rounded up to the next whole percent (if
         applicable), for the last full calendar month of the Plan Year ending
         most recently prior to the month for which the crediting is being done.
         In the event that the Fixed Income Fund of the Savings Plan no longer
         exists, the Company shall, in its sole discretion, establish an
         alternate rate of return for the immediately preceding sentence, which
         alternate rate of return shall be intended by the Company to provide a
         rate of return comparable to that of the Fixed Income Fund.


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                                    SECTION V
                               PAYMENT OF BENEFITS

5.1      Pension. The Supplemental Restoration Benefit shall be payable in the
         same form as elected under the Pension Plan and in accordance with and
         subject to all of the terms and conditions applicable to the
         Participant's benefits under the Pension Plan including the actuarial
         equivalents of, as provided in the Pension Plan, the optional benefits
         he or she has elected or is deemed to have elected.

5.2      Savings. The Company shall distribute in a lump sum to each Participant
         in this Plan or his or her designated beneficiary under the Savings
         Plan, upon the termination of employment of such Participant under
         circumstances entitling him or her or such beneficiary to a
         distribution of the Participant's interest in the Savings Plan, except
         as provided below, an amount in cash equal to the value of his or her
         Plan Account as provided in Section IV herein, which is vested in
         accordance with the terms of the Savings Plan at the time of
         termination of employment, valued as of the close of business on the
         Valuation Date. A Participant of this Plan employed by a Successor
         Company may, subject to Committee approval, be considered to have
         terminated employment with the Company for purposes of this paragraph
         5.2 only.



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                                   SECTION VI

          LIMITATIONS ON BOTH PENSION AND SAVINGS PLANS; NONDUPLICATION

6.1      Pension and Savings. Where Section 415 of the Code places combined
         limits on both the Pension Plan and the Savings Plan, the Savings Plan
         will be the primary qualified plan.

6.2      401(a)(17) Plan. Notwithstanding any other provision herein to the
         contrary, in no event will benefits under this Plan duplicate any
         benefits provided for under The Geon Company Section 401(a)(17) Benefit
         Restoration Plan (the "401(a)(17) Plan"), and in the event of any such
         potential duplication, benefits shall be payable under the 401(a)(17)
         Plan rather than under this Plan.



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                                   SECTION VII

                                  MISCELLANEOUS

7.1      Administration. The Committee shall have full discretionary authority
         to administer the Plan, determine all questions arising in connection
         with the Plan, interpret the provisions of the Plan, adopt procedural
         rules, and employ and rely on such legal counsel, actuaries,
         accountants and agents as it may deem advisable to assist in the
         administration of the Plan. Decisions of the Committee shall be
         conclusive and binding on all persons.

7.2      Termination. This Plan may be terminated at any time by the Board of
         Directors of the Company, in which event the rights of Participants to
         their accrued and vested Supplemental Restoration Benefits and to the
         balances in their Plan Accounts established under this Plan (if any)
         shall become nonforfeitable. If the Company shall terminate the Pension
         Plan or the Savings Plan, any Supplemental Restoration Benefits or Plan
         Accounts payable to the Participants in accordance with this Plan shall
         be payable to them in accordance with all of the terms and conditions
         applicable to employee benefits under the Pension Plan in the event of
         its termination, and the amounts to the credit of Participants in their
         Plan Accounts established under this Plan shall be distributed to such
         Participants in accordance with all of the terms and conditions of the
         Savings Plan then applicable.


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7.3      No Assignability. The right of an employee or any other person to a
         benefit payment pursuant to this Plan shall not be assigned,
         transferred, pledged or encumbered except by will or the laws of
         descent and distribution.

7.4      Rights. Nothing in this Plan shall be construed as giving any employee
         the right to be retained in the employ of the Company as an executive
         or in any other capacity. The Company expressly reserves the right to
         dismiss any employee at any time without regard to the effect which
         such dismissal might have upon him or her under the Plan.

7.5      Amendment. This Plan may be amended at any time by the Committee,
         except that no such amendment shall deprive any Participant of his or
         her Supplemental Restoration Benefit accrued at the time of such
         amendment or reduce the amount then credited to his Plan Account
         established under this Plan (if any).

7.6      Funding. Benefits payable under this Plan shall not be funded and shall
         be paid out of the general funds of the Company. The Company shall not
         be required to segregate any assets with respect to this Plan. Nothing
         contained in this Plan shall create or be construed to create a
         fiduciary relationship between the Company and any employee, former
         employee, or any designated beneficiary of any Participant or any other
         person. Any amounts credited to a Participant under the provisions of
         this Plan shall continue for all purposes to be part of the general
         funds of the Company, and no person other than




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         the Company shall by virtue of the provisions of this Plan have any
         interest in such funds. No person shall have any property interest
         whatsoever in any specific assets of the Company by reason of the Plan.
         Any right to receive payments pursuant to the Plan shall be no greater
         than the right of any unsecured creditor of the Company.

7.7      Benefit Claims and Appeal Procedure. The Committee shall have full
         discretionary authority to make all determinations as to the right of
         any person to a Supplemental Restoration Benefit. The Committee shall
         have full discretionary authority to make all determinations as to the
         right of any person to the amounts described in Articles 4.1 and 4.2.

         Any Participant or beneficiary, or a duly authorized representative
         thereof whose claim for a benefit made pursuant to the Plan is denied,
         may request the Committee to review such denial. Such request must be
         in writing and must be made within 60 days after receipt of the written
         notice that his or her claim has been denied. Participants or
         beneficiaries making such requests may review pertinent documents and
         may submit issues and comments in writing. Upon receipt of the written
         request, such Committee shall render a decision on the request within
         60 days.

         The Committee shall have full discretionary authority to make a
         determination on any matter relating to the Plan on which it is asked
         to make a determination pursuant to the 



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         foregoing procedures. The decision of such Committee shall be final,
         shall be provided in writing, and shall include specific reasons for
         the decision, written in a manner calculated to be understood by the
         person making the claim and with specific references to the pertinent
         provisions of the Plan on which the decision is based.

7.8      Continuation of Portion of Goodrich Plan. The Plan shall provide all
         payments in respect of similar benefits provided for under a similar
         plan (the "Goodrich Plan") of The B.F. Goodrich Company ("Goodrich")
         owed after April 29, 1993 to those persons who were last employed by
         Goodrich in the Geon Vinyl Division, and those employees who were last
         employed by Goodrich in a department which became a part of the Geon
         Vinyl Division when the Geon Vinyl Division was formed, who were
         receiving such benefits under the Goodrich Plan as of April 29, 1993 or
         who would have commenced receiving such benefits under the Goodrich
         Plan on or after April 29, 1993 because of events occurring prior to
         April 29, 1993, all in accordance with the provisions of the Goodrich
         Plan (as in effect on April 28, 1993 or such prior date(s) as
         applicable to the time(s) at which such person accrued such benefits),
         if any. The Plan is a continuation of the Goodrich Plan with respect to
         those employees of the Company who were Participants in the Goodrich
         Plan immediately prior to April 29, 1993. Whenever in this Plan it is
         necessary to calculate any compensation or earnings of any such
         Participant for any period prior to April 29, 1993, or to use any
         period of service prior to that date for any purpose in the Plan, such
         Participant's period of service, compensation, and/or earnings

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         taken into account under the Goodrich Plan prior to April 29, 1993
         shall be taken into account under the Plan.

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                                  SECTION VIII
                                 EFFECTIVE DATE

8.1      This Plan shall be construed, administered and enforced according to
         applicable federal law, and to the extent not applicable or preempted
         thereby, the laws of the State of Delaware.

8.2      This Plan was established and became effective April 29, 1993.

IN WITNESS WHEREOF, the undersigned has executed this document as of April 29,
1993.

                                          THE GEON COMPANY

                                          By:
                                              ----------------------------
                                          Name:
                                          Title: