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                                                                  Exhibit 10.11d

                                 AMENDMENT NO. 1
                                     TO THE
                      POLYONE SUPPLEMENTAL RETIREMENT PLAN

          PolyOne Corporation hereby adopts this Amendment No. 1 to the PolyOne
Supplemental Retirement Plan (the "Plan") effective January 1, 2005. Words and
phrases used herein with initial capital letters that are defined in the Plan
are used herein as so defined.

                                       I.

          The Plan is hereby amended by the addition of the following new
Section 1-A immediately following Section 1 thereof to read as follows:

     "SECTION 1-A. AMERICAN JOBS CREATION ACT ("AJCA")

     1-A.1 It is intended that the Plan comply with the provisions of Section
          409A of the Code, as enacted by the AJCA, so as to prevent the
          inclusion in gross income of any amount credited to a Participant's
          account hereunder in a taxable year that is prior to the taxable year
          or years in which such amount would otherwise be actually distributed
          or made available to the Participant. The Plan shall be administered
          in a manner that will comply with Section 409A of the Code, including
          proposed, temporary or final regulations or any other guidance issued
          by the Secretary of the Treasury and the Internal Revenue Service with
          respect thereto (collectively with the AJCA, the "AJCA Guidance"). Any
          Plan provision that would cause the Plan to fail to satisfy Section
          409A of the Code shall have no force and effect until amended to
          comply with Section 409A of the Code (which amendment may be
          retroactive to the extent permitted by the AJCA Guidance).

     1-A.2 The Administrator shall not take any action hereunder that would
          violate any provision of Section 409A of the Code. It is intended that
          all Participants' elections hereunder for all amounts deferred
          hereunder will comply with Section 409A and the AJCA Guidance. The
          Administrator is authorized to adopt rules or regulations deemed
          necessary or appropriate in connection therewith to anticipate and/or
          comply with the requirements thereof (including any transition or
          grandfather rules thereunder)."
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                                       II.

          Section 2.5 of the Plan is hereby amended in its entirety to read as
follows:

     "2.5 "COMPENSATION" shall have the meaning set forth in the Retirement
          Plan, without regard to the limit contained in Section 401(a)(17) of
          the Code, except that the for purposes of Section 4 only, the timing
          and crediting of bonuses hereunder shall be as specified in Section 4.

                                      III.

          Section 4 of the Plan is hereby amended in its entirety to read as
follows:

     "SECTION 4. ELECTION TO DEFER COMPENSATION

     A Participant may elect to defer a specified whole percentage of his or her
     Compensation for a Plan Year by filing an election with the Administrator
     (pursuant to Section 5) on or prior to December 31 of the preceding Plan
     Year (or such earlier date as specified by the Administrator). Any election
     so made shall be binding for any following Plan Year, unless revised on or
     before December 31 of the preceding Plan Year (or such other earlier date
     specified by the Administrator). Provided, however, that with respect to
     the first taxable year in which a person becomes a Participant, such
     Participant may, within 30 days of becoming a Participant, make an election
     to defer Compensation earned subsequent to the date of the election.
     Provided, further, however, that for purposes of any "bonus", a Participant
     may elect to defer a whole percentage of his or her "bonus" earned during a
     Plan Year on or prior to December 31 of the preceding Plan Year (or such
     earlier date as specified by the Administrator). As a result, any "bonus"
     paid in 2005 shall not be taken into account for purposes of this Section
     4.

                                       IV.

          Section 6 of the Plan is hereby amended in its entirety to read as
follows:

     "SECTION 6. ACCOUNTS

     PolyOne Corporation shall establish and maintain on its books with respect
     to each Participant two accounts: (a) the "Grandfathered Account" for
     amounts that are "deferred" (as such term is defined in the AJCA Guidance)
     as of December 31, 2004 (and earnings thereon) and (b) the "Post-2004
     Account" for amounts that are deferred after December 31, 2004 (and
     earnings thereon). Each such Account shall be further sub-
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     divided into sub-accounts which shall record (1) any Compensation deferred
     by the Participant under the Plan pursuant to the Participant's election,
     (2) any Employer contributions made on behalf of the Participant pursuant
     to Section 7 and Section 8 below, and (3) the allocation of any
     hypothetical investment experience."

                                   Section V.

          Section 12.1 of the Plan is hereby amended in its entirety to read as
follows:

     "SECTION 12. TIME AND MANNER OF DISTRIBUTION

     12.1(A) PAYMENT OF GRANDFATHERED ACCOUNT.

     (1) A Participant's Grandfathered Account shall commence to be paid to such
     Participant within thirty days of the date of the Participant's termination
     of employment with the Employer or any affiliate (within the meaning of
     Section 414(b), (c) and (m) of the Code) in the form of payment selected by
     the Participant on an election form approved by and received by the
     Administrator or its designee.

     (2) The following are the available choices for the form of payment of a
     Participant's Grandfathered Account:

          (A) A Single lump sum in cash; or

          (B) Substantially equal annual cash installments over a period not
     exceeding 10 years.

     This Section 12.1 and all other provisions of the this Plan
     notwithstanding, if a Participant fails to elect a form of payment before
     payment is to commence pursuant to Section 12.1(a), the Participant's
     Grandfathered Account shall be paid in the form of a single lump sum
     payment in cash. In addition, the Board, in its sole and absolute
     discretion, may direct that payment of any or all of a Participant's
     Grandfathered Account be accelerated and paid prior to the time the
     Grandfathered Account would otherwise be payable in accordance with the
     Participant's election, and in that event the Administration shall make
     payment to the Participant at the time and in the manner directed by the
     Board. In no event, however, shall the Employer, the Administrator or any
     other person or party have the power to delay payment of the account beyond
     the time elected by the Participant.

     12.1(B) PAYMENT OF POST-2004 ACCOUNT

     (1) A Participant's vested Post-2004 Account shall commence to be paid to
     such Participant within thirty days of the date of the Participant's
     termination of employment with the Employer or any affiliate (within the
     meaning of Section 414(b), (c) and (m) of the Code) in the form of payment
     selected by the Participant on an election form
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     approved by and received by the Administrator or its designee.
     Notwithstanding the foregoing, in no event shall the vested Post-2004
     Account of a Key Employee commence to be distributed prior to the date that
     is six months after the date of such Key Employee's Separation from Service
     (or, if earlier, his or her date of death). For purposes of this Section
     12.1(b), the term "Key Employee" shall mean a key employee as defined in
     Section 416(i) of the Code (without regard to paragraph (5) thereof) of the
     Employer, and the term "Separation from Service" shall have the meaning set
     forth in the AJCA Guidance.

     (2) The following are the available choices for the form of payment of a
     Participant's vested Post-2004 Account:

          (A) A Single lump sum in cash; or

          (B) Substantially equal annual cash installments over a period not
     exceeding 10 years.

     A Participant who has elected a lump sum may change the form of payment
     elected by a subsequent election form approved by and received by the
     Administrator or its designee; provided, that unless otherwise permitted in
     accordance with Section 409A of the Code, the election to change in made at
     least 12 months prior to the date on which payment of the amount credited
     to the Participant's vested account is to commence and the first payment
     under such election will be made no less than 5 years from the original
     date on which payment of the amount credited to the Participant's vested
     account is to commence."

                                       VI.

          Section 12.2 of the Plan is hereby amended by the addition of the
following new sentence at the end thereof to read as follows:

     "Notwithstanding the foregoing, in the event that payment of a
     Participant's Post-2004 Account in accordance with the previous sentence
     would violate Section 409A of the Code, distribution of the Participant's
     Post-2004 Account shall be made in a manner that is permissible under
     Section 409A of the Code."

                                      VII.

          The first sentence of Section 12.3 of the Plan is hereby amended to
read as follows:
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     "In the event of a "Change of Control" of the Employer, (a) the
     Participant's Grandfathered Account shall be paid, as soon as reasonably
     practicable, to the Participant in a lump sum cash payment, unless the
     Administrator otherwise determines and (b) the Participant's Post-2004
     Account shall be paid, as soon as reasonably practicable, to the
     Participant in a lump sum cash payment."

                                      VIII.

          That portion of the second sentence of Section 12.3 of the Plan
preceding the colon (:) is hereby amended to read as follows:

     "For purposes of a Participant's Post-2004 Account and this Section 12.3,
     "Change in Control" means any of the following events that constitute a
     Change in Control Event within the meaning of the AJCA Guidance and for
     purposes of a Participant's Grandfathered Account and this Section 12.3,
     "Change in Control" means any of the following"

                                       IX.

          Section 13 of the Plan is hereby amended by the addition of the
following new sentence at the end thereof to read as follows:

     "Notwithstanding the foregoing, in the event that payment of a
     Participant's Post-2004 Account in accordance with the previous sentence
     hereof would violate Section 409A of the Code, distribution shall be made
     in a manner that is permissible under Section 409A of the Code."

          EXECUTED this 1st day of March, 2005.

                                        POLYONE CORPORATION


                                        By: /s/ Kenneth M. Smith
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                                            Kenneth M. Smith
                                            Vice President and
                                            Chief Human Resources Officer