THE GEON COMPANY SECTION 401(A)(17) BENEFIT RESTORATION PLAN

EXHBIT 10.8

THE GEON COMPANY
SECTION 401(A)(17)
BENEFIT RESTORATION PLAN

(December 31, 2007 Restatement)

TABLE OF CONTENTS

				Page
SECTION I		DEFINITIONS			2
SECTION II		ELIGIBILITY TO PARTICIPATE			7
SECTION III		BENEFIT RESTORATION UNDER THE PENSION PLAN			8
SECTION IV		BENEFIT RESTORATION UNDER THE SAVINGS PLAN			10
SECTION V		PAYMENT OF BENEFITS			13
SECTION VI		LIMITATIONS ON BOTH PENSION AND SAVINGS PLANS			18
SECTION VII		MISCELLANEOUS			19
SECTION VIII		EFFECTIVE DATE			26

PREAMBLE

The primary purpose of this Plan is to provide deferred compensation to employees who are determined by the Company to be management or highly compensated employees. This Plan should be read and construed so as to accomplish the foregoing objective. This Plan is intended to meet the requirements of Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Pursuant to the Third Amendment to the Plan, credits to Plan Accounts under Sections 4.1 and 4.2 of the Plan were permanently frozen effective May 31, 2003. Effective December 31, 2004, Supplemental Restoration Benefits and Supplemental Preretirement Surviving Spouse Death Benefits were temporarily frozen under the Plan, with the intent being that the Company would rescind the freeze upon the finalization of the Section 409A Guidance. The Company now desires to unfreeze such benefits.

The Plan is amended and restated effective December 31, 2007 to retroactively unfreeze the Supplemental Restoration Benefits and Supplemental Preretirement Surviving Spouse Death Benefits as described above and otherwise make amendments to the Plan to comply with the Section 409A Guidance.

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		Basic Pension Plan Benefit means the pension benefit that would be payable from the Pension Plan to a Participant, computed without regard to the benefit limitations imposed on the Pension Plan by Sections 415 and 401(a)(17) of the Code, and, in the case of an MIP/SIP Limited Participant, computed taking into account the MIP/SIP Limited Participant’s MIP/SIP Limited Compensation as eligible earnings under the Pension Plan.
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 (i) for periods prior to the Effective Time, The Geon Company, a Delaware corporation, and (ii) for periods from and after the Effective Time, PolyOne Corporation, an Ohio corporation.
1.6		Effective Time means the Effective Time as defined in the Agreement and Plan of Consolidation, dated as of May 7, 2000, by and between M.A. Hanna Company and The Geon Company.

1.7		Excess Earnings means the amount of the Participant’s compensation that would be taken into account as Earnings under the Savings Plan but for the limitations under the Savings Plan in respect of Section 401(a)(17) of the Code.
1.8		MIP/SIP Limited Compensation means the portion of an award under the Company’s Management Incentive Program and/or Sales Incentive Program, as applicable, of an MIP/SIP Limited Participant that, after January 31, 1995, would have been paid in cash if the Company’s Management Incentive Program and/or Sales Incentive Program, as applicable, did not provide for payment of all or a portion of the awards thereunder in a form other than cash and any portion of an MIP/SIP Limited Participant’s award payable in cash under the Company’s Management Incentive Plan and/or Sales Incentive Program, as applicable, the receipt of which is deferred at the election of the MIP/SIP Limited Participant; provided, however, that in no event shall MIP/SIP Limited Compensation include any premium related to payment of an award in a form other than cash under the Company’s Management Incentive Plan and/or Sales Incentive Program nor any amount that is eligible earnings under the Pension Plan and/or Savings Plan; and, provided, however, that any portion of an MIP/SIP Limited Participant’s award payable in cash under the Company’s Management Incentive Plan and/or Sales Incentive Program, as applicable, that is deferred at the election of the Participant shall be MIP/SIP Limited Compensation only for the period in which it would have been received but for the deferral.
1.9		MIP/SIP Limited Participant means a Participant whose award under the Company’s Management Incentive Program and/or Sales Incentive Program, as applicable, is

		mandatorily paid in a form other than cash at a percentage that exceeds twenty percent (20%) of the award (excluding any premium).
1.10		Participant means any employee or former employee who is receiving any of the benefits provided by this Plan.
1.11		Plan means The Geon Company Section 401(a)(17) Benefit Restoration Plan.
1.12		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, 4.2, and 4.3 are credited.
1.13		Pension Plan means the portion of the PolyOne Merged Pension Plan comprised of The Geon Pension Plan.
1.14		Pension Plan Benefit means the pension benefit payable from the Pension Plan to a Participant (taking into account and including the limitations contained in Sections 415 and 401(a)(17) of the Code).
1.15		Savings Plan means for the period prior to January 1, 2004, The Geon Retirement Savings Plan, which was renamed the PolyOne Retirement Savings Plan A (the “Geon Savings Plan”), and for the period after that date, means the PolyOne Retirement Savings Plan, into which the Geon Savings Plan was merged.
1.16		Section 409A means Section 409A of the Code, as the same may be amended from time to time.

1.17		Section 409A Guidance means Section 409A, together with proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury or the Internal Revenue Service with respect thereto.
1.18		Separation From Service means termination of employment (within the meaning of Treasury Regulation Section 1.409A-1(h)(1)(ii)).
1.19		Specified Employee means a specified employee as determined by the Company in its Specified Employee Designation Procedures.
1.20		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.
1.21		Supplemental Preretirement Surviving Spouse Death Benefit means the amount of Qualified Preretirement Survivor Annuity that would be payable from the Pension Plan to the surviving spouse of a Participant, computed without regard to the benefit limitations imposed on the Pension Plan by Sections 415 and 401(a)(17) of the Code and, in the case of an MIP/SIP Limited Participant, computed taking in to account the MIP/SIP Limited Participant’s MIP/SIP Limited Compensation as eligible earnings under the Pension Plan, minus the amount of Qualified Preretirement Survivor Annuity payable to such surviving spouse from the Pension Plan.
1.22		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.

1.23

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.

SECTION II

ELIGIBILITY TO PARTICIPATE

2.1

Each participant in the Pension Plan shall participate in this Plan with respect to the Pension Plan if such participant’s Basic Pension Plan Benefit exceeds the amount of such participant’s Pension Plan Benefit. Effective May 31, 2003, no additional employees are eligible to participate in this Plan with respect to the Savings Plan. However, the Company shall continue to maintain Plan Accounts for Participants who had amounts credited to Plan Accounts prior to such date until such Plan Accounts are completely distributed pursuant to Section 5.2.

SECTION III

BENEFIT RESTORATION UNDER THE PENSION PLAN

3.1

(a) The Company shall pay to a Participant who is participating in this Plan with respect to the Pension Plan a Supplemental Restoration Benefit. Such Supplemental Restoration Benefit shall be paid in accordance with Article 5.1. The Company shall pay to the surviving spouse of a Participant who is participating in this Plan with respect to the Pension Plan and who dies under circumstances entitling such surviving spouse to a Qualified Preretirement Survivor Annuity under the Pension Plan a Supplemental Preretirement Surviving Spouse Death Benefit. Such Supplemental Preretirement Surviving Spouse Death Benefit shall be paid in accordance with Article 5.1.

(b) Effective as of December 31, 2004, all Supplemental Restoration Benefits and Supplemental Preretirement Surviving Spouse Death Benefits under the Plan were temporarily frozen. In furtherance of, but without limiting the foregoing, for the period from January 1, 2005 through December 31, 2007, Participants did not receive credit under this Plan for any eligible earnings that were earned after December 31, 2004 (even if such eligible earnings are taken into account for purposes of determining Pension Plan Benefits under the Pension Plan). Effective December 31, 2007, all Supplemental Restoration Benefits and Supplemental Preretirement Surviving Spouse Death Benefits are retroactively unfrozen to January 1, 2005. As a result, Participants shall receive credit under the Plan for eligible earnings that are earned after December 31, 2004 to the extent that such eligible earnings would be taken into account for purposes of determining Supplemental Restoration Benefits and Supplemental Preretirement Surviving Spouse Death Benefits hereunder.

(c) Supplemental Restoration Benefits and Supplemental Preretirement Surviving Spouse Death Benefits that are accrued and vested on or before December 31, 2004, as determined under the Section 409A Guidance, including without limitation, the early retirement subsidy under the Pension Plan for Participants who, as of December 31, 2004, had met the requirements for an early retirement pension under the Pension Plan, will qualify for “grandfathered” status under Section 409A and will continue to be governed by the law applicable to nonqualified deferred compensation prior to the addition of Section 409A to the Code.

SECTION IV

BENEFIT RESTORATION UNDER THE SAVINGS PLAN

4.1

The Company shall maintain a Plan Account for each Participant who is participating in this Plan with respect to the Savings Plan.

       The Company shall credit the Plan Account of each such Participant with an amount or amounts, determined as follows:

	(1)		for each Plan Year in which the Participant has Excess Earnings, an amount equal to the matching Company Contributions that would have been made to the Savings Plan with respect to such Excess Earnings if such Excess Earnings had been Earnings at the relevant time under the Savings Plan and the Participant had elected the maximum employee pre-tax contribution with respect to such Excess Earnings;
	(2)		for each Plan Year beginning after December 31, 1999 in which the Participant has Excess Earnings and receives a 2% Nonelective Contribution under the Savings Plan, an amount equal to 2% of the Participant’s Excess Earnings for such Plan Year;
	(3)		for periods after the first date on which the Participant has Excess Earnings, an amount equal to the matching Company Contributions that would have been made to the Savings Plan with respect to a MIP/SIP Limited Participant’s MIP/SIP Limited Compensation if such MIP/SIP Limited Compensation had been Earnings at the relevant time under the Savings Plan and the Participant had elected the

maximum employee pre-tax contribution with respect to such MIP/SIP Limited Compensation; and

(4)

for periods after December 31, 1999 and after the first date on which the Participant has Excess Earnings, for each Plan Year in which the Participant receives a 2% Nonelective Contribution under the Savings Plan and has MIP/SIP Limited Compensation, an amount equal to 2% of the MIP/SIP Limited Participant’s MIP/SIP Limited Compensation for such Plan Year.

		Such credits to the Participant’s Plan Account shall occur at such time or times as the Company shall determine, but such credits shall be made not later than September 15 th of the calendar year following the calendar year to which the Excess Earnings or MIP/SIP Limited Compensation, as the case may be, relates. After being credited to the Participant’s Plan Account, the time as of which the credit occurred shall not be changed by the Company.
		Notwithstanding the foregoing provisions of this Section 4.1, no Participant’s Plan Account shall be credited with an amount or amounts applicable to Excess Earnings attributable to any period after May 31, 2003.

4.2

A Participant with Excess Earnings during any Plan Year commencing prior to December 31, 2002 and during the partial Plan Year of January 1, 2003 to May 31, 2003 may elect to reduce his or her compensation that would be Excess Earnings for such Plan Year at a percentage rate of Excess Earnings not in excess of 6% as elected by the Participant on a form provided by the Company and have the amount by which the Participant’s compensation is reduced credited to the Participant’s Plan Account. Such election shall

be made at such time and in such manner as the Company shall require, but such election shall be made prior to the date on which the compensation to which it relates is earned and shall be irrevocable for the period to which it relates.

4.3

The Plan Accounts hereunder 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. Notwithstanding the foregoing provisions of this Article 4.3: the Committee may establish rules and procedures whereunder a Participant may elect that the Participant’s Account be credited or debite