<PAGE>   1
                                                                Exhibit 10.14

                            AMENDED AND RESTATED
           ASSUMPTION OF LIABILITIES AND INDEMNIFICATION AGREEMENT
                               RELATING TO THE
                            GOODRICH PVC BUSINESS

        This Amended and Restated Assumption of Liabilities and Indemnification
Agreement, dated and effective as of March 1, 1993 as amended and restated on
April 27, 1993, is by and between:

        THE GEON COMPANY, a corporation organized and existing under the laws
of the State of Delaware (hereinafter referred to as "Geon"), and

        THE B.F.GOODRICH COMPANY, a corporation organized and existing under
the laws of the State of New York (The B.F.Goodrich Company and each of its
present and former divisions and each of its subsidiaries, whether owned
directly or indirectly, partially or wholly, are collectively referred to
herein as "Goodrich").

        For good and valuable consideration to Geon, the receipt of which Geon
hereby acknowledges, Geon does hereby assume and agree to pay, perform and
discharge:

        Each and every obligation and liability of Goodrich, and Geon further
    agrees to defend and indemnify Goodrich, from every claim, demand,
    obligation, liability, cost and expense, whether absolute, accrued or
    contingent, whether disclosed or undisclosed, and whether in existence on
    or arising after the effective date hereof, of every kind and description,
    including without limitation compensatory, punitive and exemplary damages,
    and to pay and perform on behalf of Goodrich all sums and obligations which
    Goodrich may become obligated to pay or perform,

        Relating to or arising out of the Goodrich PVC Business (this and other
    capitalized terms used herein which are without definition shall have the
    meaning given to such term in the Amended and Restated Separation Agreement
    dated as of March 1, 1993, between Goodrich and Geon (the "Separation
    Agreement")), and/or

        Relating to or arising out of any operations of the Goodrich PVC
    Business heretofore conducted and discontinued by Goodrich (hereafter
    referred to as the "Discontinued Operations", which includes without
    limitation any Discontinued Operations conducted at the plants and
    facilities listed on Schedule I hereto or pursuant to any agreements
    relating to the disposition or closing of any such plants and facilities,
    whether or not traditionally considered part of the business conducted by
    the Goodrich Geon Vinyl Division or any predecessor), and/or

        Relating to or arising out of any activity or event in support of the
    Goodrich PVC Business, and

        Each and every obligation and liability of Goodrich specifically
    described below, whether or not such obligation or liability relates to or
    arises out of the Goodrich PVC Business:


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<PAGE>   2
        (a) All obligations and liabilities under all leases, agreements,
    purchase orders, sales orders and other arrangements (including express or
    implied warranties, claims and other rights) assigned to Geon by Goodrich,
    or with respect to which Goodrich has agreed to give the benefits to Geon,
    under the Amended and Restated General Assignment and Bill of Sale Relating
    to the Goodrich PVC Business, dated as of March 1, 1993 (the "Bill of
    Sale");

        (b) All obligations and liabilities associated with

                (i) All former employees of Goodrich whose names are listed on
        Schedule II hereto (and their beneficiaries and surviving spouses),
        regardless of the capacity in which such employees may have been
        employed by Goodrich (referred to collectively as the "Goodrich
        Inactives"); and

                (ii) Those employees of Goodrich who are or who become
        employees of Geon on or before October 1, 1994 (and their beneficiaries
        and surviving spouses) (referred to collectively as "Goodrich
        Actives"), whether or not their names are in Schedule II; and

                (iii)  All former employees of Goodrich (other than Goodrich
        Inactives) who were at the time of their retirement or termination
        employed in connection with the Goodrich PVC Business (other than at
        the Facilities) or in a department from which employees were considered
        (as between Goodrich and Geon) as obligations of Geon in preparing
        Schedule II hereto (and their beneficiaries and surviving spouses)
        (referred to collectively as the "Goodrich Historical Employees") (the
        Goodrich Inactives, plus the Goodrich Actives, plus the Goodrich
        Historical Employees, are for ease of reference hereafter collectively
        referred to as "Goodrich Employees"); and

                (iv)  Including without limitation those obligations and
        liabilities which arise under any collective bargaining agreement
        covering any Goodrich Employee or under any pension, post-retirement,
        health, accident, disability, compensation, incentive, bonus, deferred
        compensation, benefit restoration, defined benefit, defined
        contribution, interim or long-term incentive, supplemental executive
        retirement, vacation, leave of absence (with or without pay), life or
        other insurance, consulting, management continuity, survivor and other
        welfare benefit plans or programs, whether or not such plans or
        programs have been terminated, and all other employment-related claims
        of the Goodrich Employees, or former employees of the Goodrich PVC
        Business with respect to their employment, including without limitation
        all obligations related to contracts or agreements or claims relating
        to separation, severance, employment discrimination,


                                     -3-
<PAGE>   3
        age discrimination, equal employment opportunity, sexual harassment,    
        affirmative action, workers' compensation, employee safety and health,
        personal injury, sickness or death arising out of or associated with
        employment by Goodrich in any capacity, and collective bargaining and
        other aspects of labor-management relations governed by the National
        Labor Relations Act, any other Federal, State, local or foreign laws or
        regulations relating to employment; and

        (c) All obligations and liabilities resulting from claims for losses or
    for personal injury or property damage, regardless of the theory of
    liability upon which such claims are based, including without limitation
    strict liability, inherently dangerous product, negligence, failure to
    warn, compensatory, punitive and exemplary damages, and to pay on behalf of
    Goodrich all sums which Goodrich should become legally obligated to pay as
    damages because of bodily injury, property damage, or injury to the
    environment relating to or arising out of the manufacture, sale, purchase,
    handling, distribution or use of any product (including without limitation
    intermediate products, co-products, by-products, wastes, precursors or raw
    materials) currently or formerly manufactured, sold, purchased, handled,
    distributed, used or otherwise dealt with, or any service directly or
    indirectly provided, by Goodrich in connection with the Goodrich PVC
    Business or any of the assets or obligations described in any Schedule to
    this Agreement (i) whether or not such product or service may also have
    been used or otherwise dealt with by Goodrich in other than the Goodrich
    PVC Business, (ii) whether or not Goodrich manufactured the product or
    provided the service or purchased the product or service in a business
    other than the Goodrich PVC Business, (iii) whether or not the product or
    service is traditionally considered part of the business conducted by the
    Goodrich Geon Vinyl Division or any predecessor and (iv) whether or not the
    assets for the manufacture of the product or the provision of the service
    is part of the assets transferred by Goodrich to Geon pursuant to the
    Separation Agreement; and

        (d) All obligations and liabilities relating to outstanding bonds,
    letters of credit, reimbursement agreements and indemnification and similar
    agreements of every kind and description entered into, or hereafter entered
    into, by Goodrich in connection with the Goodrich PVC Business or for the
    benefit of Geon, including, in the case of bonds, without limitation surety
    and appeal bonds, performance and return-of-money bonds, bonds entered into
    in connection with workers' compensation, unemployment insurance and other
    types of social security, and bonds entered into to secure the performance
    of tenders, statutory obligations, bids, leases and other similar
    obligations, including without limitation the bonds and other obligations
    listed on Schedule III hereto or reflected in the Geon Financial Statements;
    and

        (e) All obligations and liabilities associated with every plant or
    facility, whether currently operating (including without limitation those
    listed on Schedule IV hereto; provided, however, (i) with respect to the
    Shared

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<PAGE>   4
    Facilities, except as otherwise provided herein or in any Schedule hereto,
    only those obligations and liabilities associated with the assets
    transferred to Geon and (ii) with respect to the Facilities (and without
    limitation, the obligations and liabilities included in subparagraph (p)
    hereof), only those obligations and liabilities arising on or before the
    IPO Date regardless whether the claim is first asserted before or after the
    IPO Date), whether idle or sold, whether used at any time by Goodrich in
    connection with the Goodrich PVC Business, and whether or not such plant or
    facility may have also been used in a Goodrich business other than the
    Goodrich PVC Business, including without limitation the plants and
    facilities listed on Schedule I hereto; and

        (f) All obligations and liabilities associated with every contractor
    and/or facility used, or alleged to have been used, at any time by Goodrich
    for the off-site treatment, storage, disposal, recycling, reuse,
    reclamation, handling, and/or transportation of waste generated in
    connection with the operations of the Goodrich PVC Business, including
    without limitation those facilities and/or contractors listed on Schedule V
    hereto; and

        (g) The Environmental liabilities as set forth in Schedule VI; and

        (h) All obligations and liabilities of every kind and description
    relating to or arising out of any existing joint ventures, subsidiaries or
    affiliates that in any way relate to the Goodrich PVC Business, including
    without limitation those listed on Schedule VII hereto; and

        (i) All obligations and liabilities of every kind and description
    relating to or arising out of the joint ventures, subsidiaries or
    affiliates that have been sold, dissolved or otherwise divested that in any
    way relate to the Goodrich PVC Business, including without limitation those
    listed on Schedule VIII hereto; and

        (j) Except as may specifically be provided to the contrary in the Tax
    Allocation Agreement, all obligations and liabilities for Taxes (including
    those not yet due and payable) imposed upon or asserted against Goodrich by
    any federal, state, local or foreign government or other taxing authority
    in connection with or relating to the assets or operations of the Goodrich
    PVC Business and in connection with the transactions contemplated by the
    Separation Agreement; and

        (k) All obligations and liabilities listed on Schedule IX hereto; to
    the extent that Goodrich may have paid any such obligations or liabilities,
    such payment shall be deemed to have been advanced on behalf of Geon, and
    promptly following the completion of the Initial Public Offering Geon shall
    pay to Goodrich such sums as Goodrich may have previously paid or advanced
    on behalf of Geon; and


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        (l) All past, present and future obligations and liabilities arising
    out of or associated with the operation of the Facilities and the assets
    and business conveyed by BFG Intermediates Company Inc. ("BFGI") to
    Westlake Monomers Corporation ("Westlake") pursuant to the Master
    Conveyance Agreement dated March 1, 1990 (the "Westlake Business") located
    in Calvert City, Kentucky, including without limitation, all past, present
    and future environmental, health and safety obligations and liabilities
    heretofore or hereafter arising out of or associated with the operations of
    the Facilities and the Westlake Business now or in the future, and all
    Conditions (as that term is defined in Schedule VI hereto) now or in the
    future existing in, on, under or above, or migrating from, the land and/or
    groundwater of the Facilities or the Westlake Business; it being the
    intention of the parties that Geon shall pay and indemnify Goodrich against
    all past, present and future liabilities associated with the conduct of the
    Goodrich PVC Business at the Facilities or the Westlake Business or any
    Conditions in, on, under or above, or migrating from, the land and
    groundwater of the Facilities or the Westlake Business, notwithstanding
    that Goodrich or Westlake hold title thereto; and

        (m) All obligations and liabilities of Goodrich accrued on or before
    the IPO Date under the Master Conveyance Agreement and related documents
    dated March 1, 1990 among Goodrich, BFGI and Westlake other than the Right
    of First Refusal Agreement and the Option Agreement between such parties;
    and

        (n) All obligations and liabilities of Goodrich under the Resource
    Conservation and Recovery Act ("RCRA") Corrective Action program with
    respect to the Shared Facilities at Calvert City, Kentucky, as that program
    currently exists or may be amended, modified, or expanded in the future;
    and

        (o) All obligations and liabilities of Goodrich under

                (i) The RCRA and HSWA post-closure permits, including but not
        limited to the closed disposal area across Highway 1523, the closed
        wastewater ponds, and the aquifer stripper (including all groundwater
        withdrawal wells and header Systems); and

                (ii) The Superfund site at Calvert City, Kentucky; and

        (p) All obligations and liabilities of (i) BFGI under a Sale of Gas
    Agreement ("Gas Agreement") dated July 1, 1989, as amended, between BFGI
    and Air Products and Chemicals, Inc. (" Air Products") and (ii) Goodrich
    pursuant to an Indemnification Agreement ("Air Products Indemnification
    Agreement") made March 1, 1990 from Goodrich to Air Products relating to
    the Gas Agreement; and

        (q) Except in the case of any obligation or liability specifically
    assumed hereunder by being listed or described on any Schedule hereto, with


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<PAGE>   6
      respect to any obligation or liability that relates to the Goodrich PVC
      Business as well as any business of Goodrich other than the Goodrich PVC
      Business, the equitable portion of such obligation or liability that
      relates to the Goodrich PVC Business; and

  (r) All obligations and liabilities of whatever nature relating to or arising
      out of the Goodrich PVC Business and not described specifically in 
      paragraphs (a) through (q) above.

Geon does hereby assume and agree to pay, perform and discharge the additional
obligations and liabilities of Goodrich specifically listed or described on any
of Schedules I through IX hereto or reflected in the Geon Financial Statements,
whether or not such additional obligations and liabilities relate to the
Goodrich PVC Business or traditionally are considered part of the business
conducted by the Goodrich Geon Vinyl Division or any predecessor.
     
 PROVIDED THAT the obligations and liabilities assumed hereby are assumed by
Geon only (i) to the extent such obligations and liabilities are not covered
under any insurance policy or policies insuring Goodrich (whether or not Geon
is also insured thereunder) at any time in effect or (ii) if covered under any
such insurance policy or policies, (A) to the extent such obligations and
liabilities are subject to deductibles to, or self-insured retentions in
respect of, or are beyond the policy limits of, any such insurance policy or
policies, (B) to the extent that, although covered by such a policy or
policies, such obligations and liabilities are not paid or reimbursed by the
insurer, or (C) if such obligations and liabilities are paid or reimbursed by
such insurer, to the extent that such payments or reimbursements are
subsequently rescinded or required to be made to any third party in connection
with such insurance policy for any reason whatsoever, including as a result of
any claim under any indemnification or similar agreement, any drawing under a
letter of credit or any insolvency, bankruptcy, reorganization or similar
status or proceeding affecting such insurer;

 PROVIDED FURTHER THAT in the event any insurer under any such insurance policy
or policies insuring Goodrich denies or refuses to acknowledge coverage with
respect to any such obligation or liability, or refuses to pay or reimburse
Goodrich in respect of any such obligation or liability as to which coverage
exists when due under the terms of such policy or policies, Geon (i) shall pay
and discharge such obligation and liability when due on Goodrich's behalf and
shall be subrogated to Goodrich's rights against its insurers under such
insurance policy or policies in respect of such obligation or liability to the
extent of any payment made or cost incurred in so paying and discharging any
such obligation or liability and (ii) may take such action as it deems
necessary or appropriate to challenge or contest such denial of or refusal to
acknowledge coverage or such refusal to pay or reimburse and to obtain the
benefits of such insurance for Goodrich, including instituting and maintaining
suit or other proceedings against such insurer in Goodrich's name; Goodrich
shall cooperate with Geon, at Geon's request and expense, in taking any such
action (or, if Geon may not institute or maintain suit or other proceedings
against such insurer in Goodrich's name, Goodrich shall, at Geon's request and
expense, institute and maintain any such suit or other

                                     -6-

<PAGE>   7
proceedings), and if Goodrich recovers any amount from such insurer in respect
of which Geon is subrogated hereunder, Goodrich shall promptly pay such amount
over to Geon;

        PROVIDED FURTHER THAT, to the extent that Geon receives the benefit of
any insurance policy insuring Goodrich with respect to any Loss (as hereinafter
defined), Geon shall promptly reimburse Goodrich, upon written demand by
Goodrich accompanied by documentation of the circumstances set forth in this
paragraph, for such amount as Goodrich is required to pay and does pay by way
of retrospective premiums adjustment in respect of such insurance policy on
account of any payment by the insurer thereunder in respect of such Loss;

        PROVIDED FURTHER THAT, to the extent that Geon receives the benefit of
any insurance policy insuring Goodrich with respect to any Loss, if Goodrich
thereafter is required to pay any amount that would have been paid under such
insurance policy but for the exhaustion of the insurance available under the
terms of such insurance policy on account of (among other factors) the payment
by the insurer thereunder to or on behalf of Geon in respect of such Loss, Geon
shall promptly pay to Goodrich, upon written demand by Goodrich accompanied by
documentation of the circumstances set forth in this paragraph, the full amount
of such payment to or on behalf of Geon in respect of such Loss; and

        PROVIDED FURTHER THAT Goodrich shall make available to Geon to the
extent it can (but without the obligation for Goodrich to incur any costs or
assume any liabilities) the benefit of any assumption of liability or
indemnification provision in any agreement with third parties with respect to
liabilities assumed by Geon hereby; provided however that, to the extent that
Geon receives the benefit of any such provision, if Goodrich thereafter is
required to pay any amount that would have been paid under such provision but
for the exhaustion of benefits under such provision on account of (among other
factors) the payment thereunder to or on behalf of Geon, Geon shall promptly
pay to Goodrich, upon written demand by Goodrich accompanied by documentation
of the circumstances set forth in this paragraph, the full amount of such
payment to or on behalf of Geon; and

        PROVIDED FURTHER THAT the obligations and liabilities assumed hereunder
by Geon shall not include any of the following obligations and liabilities, all
of which shall be Goodrich Retained Liabilities:

        (i) Except in the case of any obligation or liability specifically
    assumed hereunder and/or by being listed or described on any Schedule
    hereto or reflected on the Geon Financial Statements, the equitable portion
    of any obligation or liability that relates to any business of Goodrich
    other than the Goodrich PVC Business;

        (ii) All obligations and liabilities (A) associated with active
    employees of Goodrich (other than employees whose employment by Goodrich
    terminates on, or is terminated prior to, the IPO Date) whose names are
    listed on Schedule II hereto but who do not become employees of Geon before
    October 1, 1994 and remain active employees of Goodrich, and (B) for
    pension benefits associated with Goodrich Historical Employees;

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<PAGE>   8
        (iii) All obligations and liabilities (including those not yet due and
    payable) for federal, state and local taxes on, or based on, income or
    capital (including without limitation income, profits, franchise, doing
    business and gross receipts taxes) occurring prior to the date of this
    Agreement but only to the extent reflected in the Tax Allocation Agreement;
    and

        (iv)  Except with respect to the Gas Agreement and the Air Products
    Indemnification Agreement, all obligations and liabilities arising out of
    the operations of the Facilities after the IPO Date; provided, however, a
    claim which is first made after the IPO Date which relates to acts or
    omissions occurring on or before the IPO Date, shall be deemed to involve a
    claim arising on or before the IPO Date; and

        (v) Except with respect to claims (A) relating to the PVC content (or
    any raw material, ingredient, precursor of or any chemical breakdown,
    decomposition, oxidation or byproducts of the PVC content), or (B)
    specifically assumed by Geon in this Agreement or any Schedule attached
    hereto, finished products containing PVC manufactured by Goodrich in a
    business unit that has not traditionally been considered part of the
    Goodrich Geon Vinyl Division or Goodrich PVC Business.

        IN FURTHERANCE OF THE PURPOSES OF THIS ASSUMPTION, Geon hereby agrees
to indemnify and hold harmless Goodrich, its successors and assigns (each, an
"Indemnitee") from and against any and all losses, liabilities, claims,
damages, costs and expenses (including reasonable attorneys' fees and any and
all expenses whatsoever reasonably incurred in investigating, preparing or
defending against any litigation, commenced or threatened, or any claim
whatsoever or in invoking or obtaining the benefits of insurance covering
Goodrich against any liabilities and obligations which would otherwise be
assumed by Geon hereunder and any compensatory, punitive or exemplary damages,
and to pay on behalf of Goodrich all sums which Goodrich shall become legally
obligated to pay as damages because of bodily injury or property damage
(collectively, "Loss") arising out of or related, or purporting to be related,
in any manner to the obligations and liabilities hereby assumed by Geon.

        1. If any action is brought or any claim is made against any Indemnitee
and such Indemnitee determines that indemnification with respect to such action
or claim, in whole or in part, may be sought hereunder, such Indemnitee shall,
reasonably promptly following the receipt of notice of such action, and may,
following receipt of information indicating that an action is likely to be
instituted or a claim is likely to be made, notify Geon in writing of such
action or claim, and Geon shall assume the defense of such action or claim,
including the employment of counsel, unless such Indemnitee reasonably
determines that (w) a conflict of interest exists between Geon and such
Indemnitee with respect to the defense of such action or claim, (x) where any
Indemnitee believes a similar claim or action could be brought against it for a
Loss not assumed by Geon, (y) such assumption of defense is objected to by the
insurer under or is prohibited under any applicable insurance policy covering
such Indemnitee or (z) such action or claim relates in part to matters as to
which such Indemnitee is entitled to be indemnified hereunder (without regard
to the existence or non-existence of insurance covering Goodrich against Loss
arising out of or relating to


                                     -8-
<PAGE>   9
such action or claim) and in part as to matters as to which such Indemnitee is
not entitled to be indemnified hereunder (without regard to the existence or
non-existence of insurance covering Goodrich against Loss arising out of or
relating to such action or claim) and such Indemnitee desires to assume the
defense of such action or claim. If the Indemnitee fails to give such notice of
an action in a timely manner and Geon is materially prejudiced in its defense
by such failure, Geon's liability in respect of such action shall be reduced to
the extent of such prejudice, provided, however, Geon's liability shall not be
reduced if Geon is not materially prejudiced in its defense of such action by
failure of such notice.

        2.   If such Indemnitee so determines that the matters specified in
clause (w), (x) or (y) of paragraph 1 above apply or if Geon shall not have
employed counsel and taken charge of the defense of such action at a reasonable
time, except, in the latter circumstance, where such Indemnitee shall have so
determined that the matters specified in clause (z) of paragraph 1 above apply
and therefore proceeds in accordance with paragraph 3 below, such Indemnitee
shall be entitled, upon notice to Geon, to employ its own counsel and retain
control of its own defense, but at the expense of Geon.

        3.   If such Indemnitee so determines that the matters specified in
clause (z) of paragraph 1 apply to any such action or claim, such Indemnitee
shall be entitled, upon notice to Geon, to undertake, conduct and control,
through counsel of its own choosing, the settlement or defense of such action
or claim, and Geon shall cooperate with such Indemnitee in connection
therewith; provided that such Indemnitee (i) shall permit Geon to participate
in such settlement or defense through counsel chosen by Geon whose fees and
expenses shall be borne by Geon and (ii) shall conduct the settlement or
defense of any such action or claim with due regard for the business interests
and potential related liabilities of Geon. Provided that if such Indemnitee
contests or settles such action or claim in good faith, such Indemnitee shall
be entitled to be paid or reimbursed by Geon for the portion of any loss
resulting from such action or claim and any expenses incurred by such
Indemnitee in defending or settling such action or claim to which the indemnity
under this Assumption applies. The provisions of this Assumption shall survive
and shall be enforceable by Goodrich's successors and assigns. In addition,
actual prior knowledge by any Indemnitee with respect to any matter as to which
indemnification may be sought hereunder shall not constitute a defense to Geon
or otherwise affect such Indemnitee's rights to indemnification pursuant to the
provisions of this Assumption.

        NOTWITHSTANDING ANY OTHER PROVISION OF THIS ASSUMPTION OF LIABILITIES
AND INDEMNIFICATION AGREEMENT, this Assumption of liabilities and
Indemnification Agreement is not intended to expand the scope of any
liabilities assumed hereunder or to create any liabilities for Geon that
Goodrich did not previously have, and Geon does not intend hereby to undertake
any liability or obligations of any Person other than Goodrich.

        THIS ASSUMPTION OF LIABILITIES AND INDEMNIFICATION AGREEMENT shall be
construed and enforced in accordance with the laws of the State of Ohio
applicable to agreements to be made and performed entirely within such State.

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<PAGE>   10
        IN WITNESS WHEREOF, the Patties have caused this Amended and Restated
Assumption of Liabilities and Indemnification Agreement to be executed in their
behalf by their duly authorized officers as of the date and year noted above.

                                        THE GEON COMPANY


                                        By: /s/ Nicholas J. Calise
                                           -----------------------------
                                           Nicholas J. Calise
                                           Secretary



Accepted and agreed on the
date set forth above.

THE B.F. GOODRICH COMPANY

By: /s/ Jon V. Heider
   -------------------------------------
   Jon V. Heider
   Senior Vice President and General Counsel

                                    -10-
<PAGE>   11
                                 Schedule I          Assumption of Liabilities

               DISCONTINUED OPERATIONS; PLANTS AND FACILITIES

Note: Foreign locations may have been owned or operated through subsidiaries or
      affiliated corporations, and may be included in Schedule VII or Schedule 
      VIII.

All aspects of the entire contractual relationship between Goodrich and Epton
Industries, and between Goodrich and lenders to Epton Industries,
notwithstanding that substitution of Geon for Goodrich may have occurred
respecting performance of some or all of such contracts. All aspects of the
business acquired by Epton Industries from Goodrich.

Abadan, Iran                                    Administrative Offices:
Altamire, Mexico                                -----------------------
Auckland, New Zealand                           Atlanta, Georgia
Barry, Wales, United Kingdom                    Boston, Massachusetts
Calvert City, Kentucky++                        Carson, California
Convent, Louisiana                              Chicago, Illinois
El Tablaso, Venezuela                           Cleveland, Ohio (Chester Avenue)
Henry, Illinois++                               Cleveland, Ohio (Euclid Avenue)
Ireland                                         Englewood Cliffs, New Jersey
Long Beach, California                          Houston, Texas (Milan)
Madras, India                                   Houston, Texas (NASA One)
Metterdam, India                                Los Angeles, California
Mexico City, Mexico                             Middleburg Heights, Ohio
Niagara Falls, New York                         Tehran, Iran
Ocumare, Venezuela                              Waterloo, Ontario, Canada
Plaquemine, Louisiana
Rosario, Philippines
San Paulo, Brazil
Santa Jose, Costa Rica
Shawinigan, Quebec, Canada
Valencia, Venezuela

++  Shared Facility - Except as may be reflected otherwise in the Assumption of
    liabilities and Indemnification Agreement or any Schedule thereto, only with
    respect to the property transferred or relating to the Goodrich PVC Business

                                    -11-
<PAGE>   12
                                                     Assumption of Liabilities

                                 Schedule II

                             Goodrich Inactives




                        [Separate Computer Printout]


                                     -12-


<PAGE>   13
                                                Assumption of Liabilities

                                SCHEDULE III

                         Bonds and Other Obligations


                                                        Balance as of
                                                        March 1, 1993

Long Term Debt (Domestic)
 IDRB - Salem, NJ 1980 10.75%                           $ 2,200,000
 IDRB - Gulf Coast (Laporte 77) 6.0%                     11,730,000 
 IDRB - Gulf Coast (Laporte 79) 6.75%                       499,625 
 Lincoln & Southern Railroad 3.0%                           991,107
                                                        -----------
                Subtotal - Domestic Debt                $15,420,732

Long Term Debt (Foreign)
 Province of Quebec Int. Free Loan                        1,416,240
                                                        -----------
                Subtotal - Foreign Debt                 $ 1,416,240
                                                        -----------
                      Total - Domestic & Foreign Debt   $16,836,972

Capital Leases
 Independence Building 8.875%                             4,224,560
 IDRB - Ohio Air, 1975 825%                                 485,000
 IDRB - Lorain, OH 1973 5.8%                              1,000,000
 IDRB - Salem "A", NJ 1975 8.25%                            900,000
 IDRB - Salem "B", NJ 1975 8.25%                            220,000
                                                        -----------
                Total Capital Leases                    $ 6,829,560 
                                                        -----------
                      Total                             $23,666,532
                                                        ===========

                                    -13-
<PAGE>   14
                                                Assumption of Liabilities

                                 Schedule IV

                        Current Plants and Facilities

                                                        Principal Nature
Location                                                of Property
--------                                                ----------------
Independence, Ohio+                                     Administrative
                                                        Headquarters

Altona, Victoria, Australia x                           Manufacturing

Avon Lake, Ohio++                                       Manufacturing; Research
                                                        and Development

Calvert City, Kentucky *                                Manufacturing

Deer Park, Texas x                                      Manufacturing

Henry, Illinois++                                       Manufacturing

Houston, Texas+                                         Administrative

LaPorte, Texas x                                        Manufacturing

Long Beach, California                                  Manufacturing

Louisville, Kentucky++                                  Manufacturing

Melbourne, Victoria, Australia x                        Administrative

Mentone, Victoria, Australia x                          Manufacturing

Niagara Falls, Ontario, Canada x                        Manufacturing

Pedricktown, New Jersey++                               Manufacturing

Plaquemine, Louisiana                                   Manufacturing

Scotford, Alberta, Canada x                             Manufacturing

Shawinigan, Quebec, Canada x                            Manufacturing

Terre Haute, Indiana                                    Manufacturing

Waterloo, Ontario, Canada x                             Administrative

+  Leased

x  Owned or leased by subsidiaries

++ Shared Facility - Except as may be reflected otherwise in the
   Assumption of liabilities and Indemnification Agreement or any Schedule
   thereto, only with respect to the property transferred or relating to the
   Goodrich PVC Business

*  Including all liabilities of the Goodrich PVC Business related to (i) the
   Facilities prior to the IPO Date, and (ii) the Westlake Business, even though
   such assets are not conveyed to Geon pursuant to the Bill of Sale.

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<PAGE>   15
                                                     Assumption of Liabilities


                                 SCHEDULE V

                  OFF-SITE WASTE CONTRACTORS AND FACILITIES



Brio Refining
Chem Dyne
Industrial Solvents
Kramer Landfill
Lee's Lane
Silresim
Spaadra Landfill
Turtle Bayou



                                    -15-
<PAGE>   16
                                                    Assumption of Liabilities


                                 Schedule VI

                          Environmental Liabilities

I.   General Principles

     A.  "Environmental liabilities" shall mean a) fines and penalties b)
         administrative or judicial orders c) judgments d) other legal
         obligations to conduct "response" activities as that term is defined
         at 42 USC Sec. 9601(25) and e) claims for contribution to or
         participation in response activities conducted by others f) claims for
         natural resource damages, imposed under or arising out of any federal,
         state, local or foreign provisions that have been enacted, adopted or
         promulgated regulating the discharge of materials into the
         environment, including but not limited to the Clean Air Act, the
         Federal Water Pollution Control Act, the Resource Conservation and
         Recovery Act, the Comprehensive Environmental Response and Liability
         Act, the Safe Drinking Water Act, the Emergency Planning and Community
         Right to Know Act, the Oil Pollution Act of 1990, the Pollution
         Prevention Act of 1990, and the Toxic Substances Control Act all as
         may be amended, regardless of whether such Environmental Liabilities
         occur on or arise from the use of property currently or formerly owned
         or operated by the Parties or on property owned by third parties.

     B.  With regard to the property belonging to each party at the conclusion 
         of the transaction contemplated hereby, each party shall be
         responsible for Conditions on its own property, except as specified in
         Section II hereof.

     C.  For purposes of this Schedule the term "Conditions" shall mean the 
         presence of any substance or contamination contained on, released to, 
         or placed on or in the property.

     D.  The following guidelines shall apply to any joint onsite Environmental
         Liabilities at Shared Facilities:

         1. The parties will seek to avoid governmental involvement in
            any onsite response actions to the extent possible.

         2. The parties will consult with each other in order to determine the  
            timing and scope of any response actions.

         3. In the case of Pedricktown, Avon Lake Technical Center, Louisville  
            and Calvert City, Geon shall have the right to make the final 
            decision on the timing and scope of how to address joint
            Environmental Liabilities; at Henry and Avon Lake General Chemical,
            Goodrich shall have such right.


                                    -16-
<PAGE>   17
         4. Each party will provide reasonable access to its property to the
            other party for purposes of addressing joint Environmental
            Liabilities.

         5. To the extent that addressing a separate onsite Environmental
            Liability might impact the operations or obligations of the other
            party, the parties shall consult and attempt to reach agreement as 
            to the appropriate course of action.

II.  Onsite Environmental Liabilities arising out of Conditions that existed
     prior to March 1, 1993 at Shared Facilities

     A.  Henry

         All known and unknown Environmental Liabilities arising out of
         Conditions that existed on or before March 1, 1993, resulting
         from the onsite landfills or ponds, or any groundwater contamination
         shall be shared fifty percent (50%) Goodrich and fifty percent (50%)
         Geon.

     B.  Calvert City

         Geon assumes all known and unknown Environmental Liabilities arising
         out of (i) Conditions that existed on or before the IPO Date
         including those existing on Geon's property, those existing on
         Westlake Monomer Corporation's property, those existing on Goodrich's
         property (except for non-groundwater contamination caused clearly and
         solely by the Carbopol plant and not covered by the existing RCRA
         Corrective Action program), (ii) those conditions that existed prior
         to, on or after the IPO Date arising out of or associated with the
         Environmental Liabilities retained by Goodrich or of BFGI under the
         Master Conveyance Agreement dated March 1, 1990 among Goodrich, BFGI
         and Westlake; and (iii) Goodrich's obligation under the RCRA
         Corrective Action program, as that program may be amended, modified or
         expanded in the future.

     C.  Pedricktown

         Specific onsite Environmental Liabilities, known or unknown, arising
         out of Conditions which existed on or before March 1, 1993 shall be
         shared as follows:

         1. Closure of the final effluent pond--25% Goodrich and 75% Geon

         2. Closure of the stormwater pond--10% Goodrich and 90% Geon

         3. Except as provided in Paragraph II.C. 1. and 2. above and the
            following sentence, all ECRA investigation, procedural, and
            remediation costs shall be paid for 100% by Geon and shall be

                                    -17-
<PAGE>   18
            commenced after the initial public offering and completed in a
            timely manner. Soil remediation, if any, on Goodrich's
            property caused by the operations conducted by the Specialty
            Polymers and Chemicals Division of Goodrich shall be performed and
            paid for by Goodrich. All groundwater remediation, regardless of
            source, shall be paid for one hundred percent (100%) by Geon.

     D.  Louisville

         Specific onsite Environmental Liabilities arising out of Conditions
         that existed on or before March 1, 1993 shall be shared as follows:

         1.  The costs for any groundwater remediation (except for the
             creosote area and any contamination from it) shall be shared fifty
             percent (50%) Goodrich and fifty percent (50%) Geon until
             chloroform under or released from Goodrich's property has been
             remediated to agreed concentrations. If the parties cannot agree
             on the appropriate level of concentration, the question may be
             submitted to binding dispute resolution in accordance with
             provisions of the Plant Services Agreement. Thereafter, all costs
             shall be borne by Geon. Geon shall perform all activities
             associated with groundwater remediation.

         2.  Any additional costs associated with the closure of the mineral
             spirits tank (other than groundwater) will be shared fifty
             percent (50%) Goodrich and fifty percent (50%) Geon.

         3.  Geon shall have one hundred percent (100%) of any liability
             associated with the "creosote area" or any contamination from it,
             both surface and groundwater.

     E.  Avon Lake

         Specific onsite Environmental Liabilities arising out of Conditions
         that existed on or before March 1, 1993 shall be shared as follows:

         If there is a groundwater study, and if the groundwater is found to be 
         contaminated, and any contamination requiring remediation can be
         determined to have been caused by one party, that party shall have one
         hundred percent (100%) of the responsibility for any remediation. If
         both parties caused any contamination requiring remediation, they will
         share the costs for remediation of the groundwater fifty percent (50%)
         Goodrich and fifty percent (50%) Geon. Contamination caused by one
         party but not at a level requiring remediation shall not cause that
         party to contribute to the cost of groundwater remediation.

                                    -18-
<PAGE>   19
III. Offsite Environmental Liabilities

     A.  For known and unknown offsite Environmental Liabilities arising out of
         Conditions that were caused by Geon's past or future operation of
         facilities now owned or operated and/or formerly operated
         exclusively by it (or the Goodrich PVC Business) Geon shall be 100%
         responsible.  Currently identified sites in this category include:

         Brio Refining      
         Chem Dyne          
         Industrial Solvents
         Kramer Landfill    
         Lee's Lake         
         Silresim           
         Spaadra Landfill   
         Turtle Bayou       

     B.  For known and unknown offsite Environmental Liabilities arising out of
         Conditions that existed on or before March 1, 1993 due to the
         operation of   Shared Facilities, the initial apportionment of
         liability shall be thirty percent (30%) Goodrich's and seventy percent
         (70%) Geon's (subject to adjustment as set out in IV.B. below).
         Notwithstanding the foregoing, liability for the following identified
         sites shall be shared in the proportions shown:

                        Kin Buc (40% Geon/60% Goodrich)
                        Maxey flats (70% Geon/30% Goodrich)
                        Mobile Tank Service (30% Geon/70% Goodrich)
                        O'Bryan Site (75% Geon/25% Goodrich)

     C.  For known and unknown offsite Environmental Liabilities arising out of
         Conditions that existed on or before March 1, 1993 due to the
         operation of one or more facilities owned or operated by
         Goodrich and one or more facilities owned or operated by Geon (or the
         Goodrich PVC Business), the nodule apportionment of liability shall be
         fifty percent (50%) Geon's and fifty percent (50%) Goodrich's (subject
         to adjustment as set out in IV.B. below).

     D.  For known and unknown offsite Environmental Liabilities (other than 
         those  covered by Paragraph III.B. and C. above) arising out of
         contractual arrangements or other business dealings entered into by or
         on behalf of and for the benefit of the Goodrich PVC Business or Geon
         prior to or after March 1, 1993, or assigned to Geon in this
         agreement, Geon shall have one hundred percent (100%) of such
         liability.

IV.  Response to Claims Concerning Environmental Liabilities

     A.  If either patty receives an Environmental Liability claim, including 
         but not limited to governmental information requests, notices of 
         potential
                                    -19-
<PAGE>   20
         responsibility under CERCLA or any state counterparts, governmental
         orders or suits, third-party demands or suits or any other claim,
         demand or action involving an Environmental Liability covered by
         Section III (hereafter "Claims") and such claim involves or may
         involve the other party, the following procedures shall be followed:

         1. The recipient party shall notify and provide a copy of the
            Claim to the other party within a reasonable time of receipt or
            knowledge of such Claim and the non-recipient party shall
            immediately assume responsibility for its portion of such Claim as
            if it had received the Claim itself

         2. if the Claim involves shared responsibility between Goodrich and    
            Geon, the parties shall enter into discussions to facilitate a
            response to such Claim.
         
         3. In general, each party is responsible for representing itself as
            to its portion of any Claim.

         4. Notwithstanding Paragraph IV.A.3. above, if the Claim is one
            requiring greater involvement of one or both parties than merely
            preparing a response to third-party correspondence, the parties
            will endeavor to work cooperatively to determine a strategy for
            addressing such Claim; such strategy might include hiring common
            outside counsel or consultants, having one party act on the other
            party's behalf as to one or more aspects of the Claim, sharing
            information, or formulating a joint negotiating strategy.

         5. To the extent one party is authorized by the other to act on its
            behalf, the party authorizing such action shall indemnify and hold
            the other party harmless for the implementation of such actions.

     B.  In the case of an Environmental Liability arising out of Paragraphs 
         III.B. and C. above, the nodule percentage of each party's liability
         may be adjusted based on records or other information concerning the
         amount or kind of materials or hazardous substances disposed at that
         site. The parties may agree upon an interim adjusted allocation that
         will not be final or binding on either party if dispute resolution
         will be invoked. if no final agreement is reached, the allocation
         shall be submitted to binding dispute resolution in accordance with
         the provisions of the Plant Services Agreement. The burden shall be
         on the party seeking the adjustment to demonstrate the appropriate
         amount of any adjustment and the arbitrator shall resolve any dispute
         by adopting the allocation that is most reasonable in view of the
         nodule percentages and the burden on the party seeking change.
         Credit shall be given for any interim payments made by either party in
         calculating the final allocated amount.

                                    -20-
<PAGE>   21
                                                Assumption of Liabilities


                                Schedule VII

            Existing Joint Ventures, Subsidiaries and Affiliates



Lincoln & Southern Railroad Company
Geon Canada Inc.
BFGoodrich Australia Limited
BFGoodrich Chemical Limited
HydroGeon (formerly HydroGoodrich)
LaPorte Chemicals Corp.
The Geon Technology Company
Resintech, S.A.
BFGoodrich Chemical de Venezuela CA
150730 Canada Inc.
Goodrich Engineering Vinyls Limited


                                    -21-
<PAGE>   22
                                                    Assumption of Liabilities


                                Schedule VIII

              Corporations, Joint Ventures and Affiliates that
    Goodrich has Sold, Dissolved or Otherwise Divested, wholly or partly

ABADAN Petrochemical Company Limited
BFG Intermediates Company Inc. (formerly Convent Chemical Corporation)
B.F.Goodrich Canada Limited 
B.F.Goodrich Canada Inc.  
138711 Canada Inc.
B.F.Goodrich Chemical (N.Z.) Limited 
B.F.Goodrich Ireland Limited 
B.F.Goodrich Quimica De Costa Rica 
BFGoodrich Precision Plastics Pty Ltd.  
BFGoodrich Trading Pty. Limited 
British Geon, Ltd 
Chemicals and Plastics India Limited 
The Japanese Geon Co., LTD 
Phillipine Vinyl Consortium, Inc.  
Policyd, SA (formerly Geon de Mexico SA) 
Plasticos Petroquimica, CA 
Quimica Organica de Mexico, SA
S/A Geon Do Brasil


                                    -22-
<PAGE>   23
                                                    Assumption of Liabilities


                                 Schedule IX
                                 -----------

                 Specific Obligations to be Assumed by Geon


1. New York Stock Exchange Listing Fee - estimated to be $112,125

2. Engraving expenses for Geon stock certificates

3. All fees and expenses including but not limited to: counsel fees (both bank
   and Geon); commitment fees; structuring fees; syndication fees; termination
   fees; agency fees, administration and audit fees; investor fees; facility
   fees; and market fees in connection with any interim or permanent financing
   facility, including with a group of banks with Citicorp USA Inc. or its
   affiliate as agent.

4. All fees, costs and expenses in connection with the qualification of Geon to
   do business in various states, including the fees and expenses of agents for
   the service of process.


                                    -23-