Milacron Inc. (Form: 8-K)

if, to the Company, to:

Milacron Inc.

2090 Florence Avenue

Cincinnati, Ohio 45206

Effective
September 12, 1989
Revised
February 6, 1998
April 23, 2003
February 10, 2004
October 1, 2007

1.1

The purpose of this Plan is to provide retirement benefits to Directors of Milacron Inc. (the “Company”) who meet the eligibility requirements of the Plan.

2.1

“Base Retainer” means the basic annual retainer for non-employee Directors in effect as of an Eligible Director’s last date of service on the Milacron Inc. Board of Directors. As used herein, Base Retainer shall not include any additional annual retainer available as a result of a Director acting as chairman of any committee nor shall it include any fees available as a result of attendance at Board of Directors’ or its committees’ meetings, or other payments made for other services a Director may render.

2.4

“Compensation Committee” means the Compensation Committee of the Board of Directors.

2.6

“Eligible Director” means a Director or former Director who has served on the Board of Directors on or after the Effective Date of this Plan as set forth in Item 3.1, who is not an employee of the Company and who does not qualify to receive a retirement benefit under any pension plan of the Company or its subsidiaries other than this Plan.

2.7

“Employee” means a person employed by the Company or its subsidiaries in any capacity other than as a Director.

3.1

This Plan shall be effective as of September 12, 1989 (the “Effective Date”).

4.1

Each Eligible Director serving on the Board of Directors on or after the Effective Date and prior to February 6, 1998, who does not elect to cease participation under the Plan as set forth in Item 4.2, shall participate in the Plan.

4.2

During the period of February 6, 1998 to April 6, 1998, an Eligible Director who is currently serving on the Board of Directors may make an irrevocable one time election to cease participation under the Plan effective January 1, 1998 and have the current value of the Eligible Director’s projected benefit under the Plan, as determined by the Board of Directors, credited to a special account under the Milacron Plan for the Deferral of Directors’ Compensation, to be held and paid in accordance with the terms of such plan, as amended effective February 6, 1998. No benefits shall be payable from the Plan after the date of the election.

5.1

An Eligible Director’s annual retirement benefit under this Plan shall be vested when he has six (6) years of Service and shall be equal to a percentage of that Director’s Base Retainer in accordance with the table below:


Years of Service	Percentage of Base Retainer

Less than 6 years		0	%
6 years		60	%
7 years		70	%
8 years		80	%
9 years		90	%
10 years and above		100	%

In no event shall an Eligible Director’s percentage of benefit under this Plan exceed One Hundred Percent (100%) of the Eligible Director’s Base Retainer.

6.1

For purposes of this Plan, one year of Service shall mean 365 days of Service as an Eligible Director beginning with an Eligible Director’s initial election or appointment to the Board of Directors.

6.2

In the event of a break in Service, a Director’s Service as an Eligible Director before and after the break in Service shall be combined to determine years of service for vesting as set forth in Item 5.1.

6.3

A Director’s Service as an Eligible Director prior to the Effective Date of this Plan shall count toward the vesting rules of Item 5.1.

7.1

An Eligible Director will be entitled to receive retirement benefits upon (i) the vesting of the benefit as set forth in Item 5.1 and (ii) the Eligible Director reaching age seventy (70). An Eligible Director who has met the two requirements in the preceding sentence shall be entitled to receive retirement benefits whether or not the Eligible Director is a member of the Board of Directors on his seventieth (70th) birthday.

7.2

All retirement benefits hereunder shall be payable in monthly installments equal to one-twelfth (1/12th) of the annual amounts determined under this Plan. An Eligible Director’s vested retirement benefit hereunder, if any, shall be payable for the life of the Eligible Director, commencing on the month next following the Eligible Director’s seventieth (70th) birthday.

8.1

Notwithstanding anything herein to the contrary, in the event an Eligible Director whose benefit under this Plan is vested dies prior to age seventy (70), his estate shall receive thirty-six (36) monthly payments in an amount equal to one-twelfth (1/12th) of his annual vested benefit on the date of his death. In the event an Eligible Director whose benefit under this Plan is vested dies after attaining age seventy (70) but prior to receiving thirty-six (36) monthly retirement payments, the Eligible Director’s estate shall receive monthly payments in an amount equal to the last monthly payment received hereunder by the Eligible Director before his death and for a number of months which, when added with the number of payments the Eligible Director received during life, equal thirty-six (36). The Company may, at its option, make the payments above to the Director’s estate in a lump sum payment calculated on a present value basis.

10.1

The general administration of this Plan and the responsibility for carrying out the provisions hereof shall be vested in the Compensation Committee. The Compensation Committee may adopt such rules and regulations as it may deem necessary for the proper administration of this Plan, which are not inconsistent with the provisions hereof, and its decision in all matters shall be final, conclusive and binding.

11.1

The Board of Directors reserves in its sole and exclusive discretion the right at any time and from time to time to amend this Plan in any respect or terminate this Plan without restriction and without the consent of any Eligible Director, provided, however, that no amendment or termination of this Plan shall impair the right of any Eligible Director to receive benefits which have become vested pursuant to Item 5.1 prior to such amendment or termination, except as provided in Item 4.2.

12.1

Nothing contained in this Plan guarantees the continued retention of a Director on the Board of Directors, nor does this Plan limit the right to terminate a Director’s Service on the Board of Directors.

12.2

No retirement benefit payable hereunder may be assigned, pledged, mortgaged or hypothecated and, to the extent permitted by law, no such retirement benefit shall be subject to legal process or attachment for the payment of any claims against any person entitled to receive the same.

12.3

If an Eligible Director entitled to receive any retirement benefit payments hereunder is deemed by the Compensation Committee or is adjudged by a court of competent jurisdiction to be legally incapable of giving valid receipt and discharge for such retirement benefit, such payments shall be paid to such person or persons as the Compensation Committee shall designate or to the duly appointed guardian or other legal representative of such Eligible Director. Such payments shall, to the extent made, be deemed a complete discharge for such payments under this Plan.

12.4

Payments made by the Company under this Plan to any Eligible Director shall be subject to withholding as shall, at the time for such payment, be required under any income tax or other laws, whether of the United States or any other jurisdiction.

12.5

All expenses and costs in connection with the operation of this Plan shall be borne by the Company.

12.6

The provisions of this Plan will be construed according to the laws of the State of Ohio.

12.7

The masculine pronoun wherever used herein shall include the feminine gender and the feminine the masculine and the singular number as used herein shall include the plural and the plural the singular unless the context clearly indicates a different meaning.

12.8

The titles to articles and headings of sections of this Plan are for convenience of reference only and in case of any conflict, the text of the Plan, rather than such titles and headings, shall control.

13.1

The provisions of Section 13.3 shall become effective immediately upon the occurrence of a Change of Control (as defined in Section 13.2).

13.2

“Change of Control” – shall mean either of the following, with respect to the Company:

(a) A change in the ownership of a corporation, within the meaning of Treasury Regulation §1.409A-3(i)(5)(v).
(b) A change in the ownership of a substantial portion of a corporation’s assets, within the meaning of Treasury Regulation §1.409A-3(i)(5)(vii).

“All vested retirement benefits hereunder shall be immediately payable upon a Change of Control in one lump sum payment. The lump sum shall be the present value actuarially determined with reference to the life expectancy of the Eligible Director whose benefits have vested pursuant to this Plan and prevailing interest rates”.

(i)

the vested benefit hereunder of any Eligible Director as of the date of a Change of Control may not be reduced;

(ii)

any Service accrued by an Eligible Director as of the date of a Change of Control cannot be reduced”.

13.4

Notwithstanding any other provision of this Plan to the contrary, a “Change of Control” shall not occur solely as a result of a financial restructuring or recapitalization of the Company that may occur during 2004.

The Executive Severance Agreement between MILACRON INC., a Delaware Corporation (the “Company”) and [ ] (the “Executive”) dated as of , 200 (the “Agreement”) is hereby amended effective as of October 1, 2007.

Section 2 of the Agreement is hereby amended by adding the following new subsection (f) at the end thereof:

"(f) Notwithstanding any other provision of this Agreement to the contrary, the acquisition of a majority of the 6.0% Series B Convertible Preferred Stock of the Company by Ohio Plastics LLC that may occur after October 1, 2007 and the transactions consummated in connection therewith (the “2007 Acquisition Transaction”) shall not constitute a “Change in Control” under the Agreement and, accordingly, the occurrence of the 2007 Acquisition Transaction shall not result in any circumstances, events or changes being triggered solely as a result of the 2007 Acquisition Transaction including, without limitation, any of the following: (i) the immediate vesting of any equity-based award (including any option, restricted stock, phantom stock and/or performance share) under Section 3(a) of this Agreement (with respect to equity-based awards granted to the Executive before the 2007 Acquisition Transaction), (ii) any lump sum cash payment of the Executive’s annual bonus under Section 3(b) of this Agreement or (iii) any additional benefits which would otherwise be provided under the Agreement upon the Executive’s Qualifying Termination.”

“14. To the extent applicable, the parties intend that this Amendment to the Agreement comply with the provisions of Section 409A of the Code to the extent consistent with the provisions of this Amendment. This Amendment shall be construed, administered, and governed in a manner consistent with this intent. If any of the payments or benefits received, to be received or deemed to be received by the Executive under the Agreement as a result of this Amendment to the Agreement are subjected to any additional tax (or penalties or interest thereon) or interest imposed under Section 409A(a) of the Code, the Company shall pay to the Executive within five (5) business days of the Executive’s written request for payment an additional amount equal to the amount of such additional tax (including penalties and interest thereon) and interest plus any federal, state and local income and employment taxes on the payment of such additional tax (including interest and penalties thereon) and interest. The Executive’s written request for payment (a) shall be accompanied by such evidence as the Company may reasonably request to substantiate the Executive’s obligation to pay such additional tax and to calculate the appropriate amount of the payment provided herein, and (b) must be made no later than ten (10) business days prior to the end of the calendar year next following the calendar year in which the Executive remits the related taxes.”

IN WITNESS WHEREOF, the Company and Executive acknowledge that no amounts are currently earned but unpaid under Section 3(c) of the Agreement; and the Company has caused this Amendment to the Agreement to be executed on its behalf by its duly authorized officer and the Executive, for good and valuable consideration, has consented to and does hereby execute this Amendment as of the date first specified above.

Section 2 of the Agreement is hereby amended by adding the following new subsection (g) at the end thereof:

"(g) Notwithstanding any other provision of this Agreement to the contrary, the acquisition of a majority of the 6.0% Series B Convertible Preferred Stock of the Company by Ohio Plastics LLC that may occur after October 1, 2007 and the transactions consummated in connection therewith (the “2007 Acquisition Transaction”) shall not constitute a “Change in Control” under the Agreement and, accordingly, the occurrence of the 2007 Acquisition Transaction shall not result in any circumstances, events or changes being triggered solely as a result of the 2007 Acquisition Transaction including, without limitation, any of the following: (i) the immediate vesting of any equity-based award (including any option, restricted stock, phantom stock and/or performance share) under Section 3(a) of this Agreement (with respect to equity-based awards granted to the Executive before the 2007 Acquisition Transaction), (ii) any lump sum cash payment of the Executive’s annual bonus under Section 3(b) of this Agreement or (iii) any additional benefits which would otherwise be provided under the Agreement upon the Executive’s Qualifying Termination.”

“15. To the extent applicable, the parties intend that this Amendment to the Agreement comply with the provisions of Section 409A of the Code to the extent consistent with the provisions of this Amendment. This Amendment shall be construed, administered, and governed in a manner consistent with this intent. If any of the payments or benefits received, to be received or deemed to be received by the Executive under the Agreement as a result of this Amendment to the Agreement are subjected to any additional tax (or penalties or interest thereon) or interest imposed under Section 409A(a) of the Code, the Company shall pay to the Executive within five (5) business days of the Executive’s written request for payment an additional amount equal to the amount of such additional tax (including penalties and interest thereon) and interest plus any federal, state and local income and employment taxes on the payment of such additional tax (including interest and penalties thereon) and interest. The Executive’s written request for payment (a) shall be accompanied by such evidence as the Company may reasonably request to substantiate the Executive’s obligation to pay such additional tax and to calculate the appropriate amount of the payment provided herein, and (b) must be made no later than ten (10) business days prior to the end of the calendar year next following the calendar year in which the Executive remits the related taxes.”

THIS NOTICE OF AMENDMENT OF AWARD (“Notice of Amendment of Award”) is made as of October 1, 2007 (the “Date of Amendment”) by and between Milacron Inc., a Delaware corporation (the “Company”) and Ronald D. Brown (the “Grantee”).

WHEREAS, the Company previously granted to the Grantee the awards set forth in Exhibit A (the “Awards”) pursuant to and subject to the terms of the Milacron Inc. 1994 Long-Term Incentive Plan, the 1997 Long-Term Incentive Plan and the 2004 Long-Term Incentive Plan (the “Plans”), as applicable; and

WHEREAS, the Company desires, and the Grantee has consented, to amend the Awards so that the acquisition of a majority of the 6.0% Series B Convertible Preferred Stock of the Company by Ohio Plastics, LLC that may occur after October 1, 2007 and the transactions consummated in connection therewith (the “2007 Acquisition Transaction”) shall not cause the Awards to become vested or payable thereunder.

1. The Awards are hereby amended to provide that notwithstanding any provision of the Plans to the contrary, the 2007 Acquisition Transaction shall not constitute a “Change in Control” under the Plans and, accordingly, the occurrence of the 2007 Acquisition Transaction shall not result in any circumstances, events or changes being triggered solely as a result of the 2007 Acquisition Transaction including, without limitation, any of the following: (a) the accelerated vesting, exerciseability, release, realization or payment of any of the Awards and (b) the deemed satisfaction of any performance criteria related to such Awards.

2. Consistent with the requirements set forth in Treasury Regulation Section 1.409A-1(d)(1) for modifying the vesting date of compensation that is subject to a “substantial risk of forfeiture” (as defined in Treasury Regulation Section 1.409A-1(d)(1)), the per unit value of the Performance Units granted pursuant to the Performance Unit Award, effective February 22, 2007 (the “2007 Performance Unit Award”), shall be adjusted from $1.00 per unit to $1.20 per unit. Such adjustment to the per unit value of the Performance Units granted pursuant to the 2007 Performance Unit Award is intended to provide the Grantee the opportunity to receive an amount of compensation that is materially greater, on a present value basis, than the present value of the compensation the Grantee would otherwise be entitled to elect to receive, without regard to such adjustment in the per unit value of the Performance Units, within the meaning of Treasury Regulation Section 1.409A-1(d)(1).

3. To the extent applicable, the parties intend that this Notice of Amendment of Award comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) to the extent consistent with the provisions of this Notice of Amendment of Award. This Notice of Amendment of Award shall be construed, administered, and governed in a manner consistent with this intent. If any of the payments or benefits received, to be received or deemed to be received by the Grantee under the Awards, as a result of this Notice of Amendment of Award, are subjected to any additional tax (or penalties or interest thereon) or interest imposed under Section 409A(a) of the Code, the Company shall pay to the Grantee within five (5) business days of the Grantee’s written request for payment an additional amount equal to the amount of such additional tax (including penalties and interest thereon) and interest plus any federal, state and local income and employment taxes on the payment of such additional tax (including interest and penalties thereon) and interest. The Grantee’s written request for payment (i) shall be accompanied by such evidence as the Company may reasonably request to substantiate the Grantee’s obligation to pay such additional tax and to calculate the appropriate amount of the payment provided herein, and (ii) must be made no later than ten (10) business days prior to the end of the calendar year next following the calendar year in which the Grantee remits the related taxes; provided however, that any amount which is payable under this Section 3 to the Grantee shall be the amount determined under this Section 3 which exceeds the amount (if any) actually paid to the Grantee, which is attributable to the increase of the Grantee’s 2007 Performance Units over $1.00 in Section 2 (the “additional amount”) after payment of applicable federal, state and local income and employment taxes on the additional amount.

IN WITNESS WHEREOF, the Company has caused this Notice of Amendment of Award to be executed on its behalf by its duly authorized officer and the Grantee, for good and valuable consideration, has consented to and does hereby execute this Notice of Amendment of Award in duplicate as of the day and year first above written.

2. To the extent applicable, the parties intend that this Notice of Amendment of Award comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) to the extent consistent with the provisions of this Notice of Amendment of Award. This Notice of Amendment of Award shall be construed, administered, and governed in a manner consistent with this intent. If any of the payments or benefits received, to be received or deemed to be received by the Grantee under the Awards, as a result of this Notice of Amendment of Award, are subjected to any additional tax (or penalties or interest thereon) or interest imposed under Section 409A(a) of the Code, the Company shall pay to the Grantee within five (5) business days of the Grantee’s written request for payment an additional amount equal to the amount of such additional tax (including penalties and interest thereon) and interest plus any federal, state and local income and employment taxes on the payment of such additional tax (including interest and penalties thereon) and interest. The Grantee’s written request for payment (i) shall be accompanied by such evidence as the Company may reasonably request to substantiate the Grantee’s obligation to pay such additional tax and to calculate the appropriate amount of the payment provided herein, and (ii) must be made no later than ten (10) business days prior to the end of the calendar year next following the calendar year in which the Grantee remits the related taxes.

CINCINNATI MILACRON INC.
1994 Long-Term Incentive Plan
As Amended October 1, 2007

The purposes of the 1994 Long-Term Incentive Plan (the “Plan”) of Cincinnati Milacron Inc. (the “Company”) are to promote the interests of the Company and its shareowners by (i) helping to attract and retain individuals of outstanding ability; (ii) strengthening the Company’s capability to develop, maintain and direct a competent management team; (iii) motivating key employees, by means of performance-related incentives; (iv) providing incentive compensation opportunities which are competitive with those of other major corporations; and (v) enabling such individuals to participate in the long-term growth and financial success of the Company.

“Affiliate” — means any corporation or other entity which is not a Subsidiary but as to which the Company possesses a direct or indirect ownership interest and has power to exercise management control.

“Award” — means a Stock Option grant, a Restricted Stock grant and/or a Performance Award under the Plan.

“Code” — means the Internal Revenue Code of 1986, as it may be amended from time to time.

“Committee” — means those members of the Personnel and Compensation Committee of the Board of Directors, none of whom are Participants except under Section 5 herein, who are disinterested with regard to the Plan as set forth in Rule 16b of the Exchange Act and who qualify as an outside director pursuant to Code Section 162(m) and any regulations issued thereunder.

“Corporation” — means the Company, its divisions, Subsidiaries and Affiliates.

“Cost of Capital” — means dividends paid by the Company on its preferred and common stock adjusted to a pre-tax basis plus consolidated pre-tax interest expense.

“Disability Date” — means the date on which a Participant is deemed disabled under the employee benefit plans of the Corporation applicable to the Participant.

“EVA” — means Economic Value Added, which is the amount by which the before-tax earnings before interest costs exceeds or is less than the Cost of Capital as approved by the Board of Directors and the Company’s independent auditors.

“Fair Market Value” — means, as of any particular date, (i) the closing sale price per share of Common Stock as reported on the principal exchange on which Common Stock of the Company is then trading, if any, or if there are no sales on such day, on the next preceding trading day during which a sale occurred, or (ii) if clause (i) does not apply, the fair market value of a share of Common Stock as determined by the Committee.

“Incentive Stock Options” — means Stock Options which constitute “incentive stock options” under Section 422 (or any successor section) of the Code.

“Non-Qualified Stock Options” — means Stock Options which do not constitute Incentive Stock Options.

“Participant” — means an Employee who is selected by the Committee to receive an Award under the Plan.

“Performance Award” — means an award of cash or Common Stock pursuant to Section 4.

“Performance Cycle” — means a fiscal year of the Company in which this Plan is in effect.

“Restricted Period” — means the period of up to three (3) years selected by the Committee during which a grant of Restricted Stock may be forfeited to the Company.

“Restricted Stock” — means shares of Common Stock contingently granted to a Participant under Sections 3, 4 or 5 of the Plan.

“Retirement Date” — means the actual date of retirement from the Company (i) for those Participants who have attained age 55 and have at least ten Years of Credited Service (as that term is defined in the Cincinnati Milacron Retirement Plan); or, (ii) as may be determined under a temporary early retirement program.

“Return on Capital” — means the pre-tax earnings of the Corporation as approved by the Committee plus consolidated pre-tax interest expense.

“Share Value” — means the average of the Fair Market Value of the Common Stock for the two month period following the end of the Performance Cycle.

“Stock Options” — means an Incentive Stock Option and/or a Non-Qualified Stock Option granted under Section 2 of the Plan.

“Subsidiary” — means any corporation in which the Company possesses directly or indirectly fifty percent (50%) or more of the total combined voting power of all classes of its stock.

The Plan shall be administered by the Committee, which shall at all times consist of three or more members. The Committee shall have sole and complete authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the operation of the Plan as it shall from time to time deem advisable, and to interpret the terms and provisions of the Plan. The Committee’s decisions are binding upon all parties.

All Employees who have demonstrated significant management potential or who have contributed in a substantial measure to the successful performance of the Corporation, as determined by the Committee, are eligible to be Participants in the Plan. Also, in instances where another corporation or other business entity is being acquired by the Company, and the Company has assumed outstanding employee option grants and/or the obligation to make future or potential grants under a prior existing plan of the acquired entity, adjustments are permitted at the discretion of the Committee subject to Section 1.5(a) below. Awards to Employees are made at the discretion of the Committee. Non-Employee Directors shall also participate pursuant to Section 5 herein.

(a)

There shall be reserved for grant pursuant to the Plan a total of 2,000,000 shares of Common Stock. In the event that (i)a Stock Option expires or is terminated unexercised as to any shares covered thereby, or (ii) Restricted Stock grants, other than those to the Company’s officers and Non-Employee Directors, are forfeited or unearned for any reason under the Plan, such shares shall thereafter be again available for grant pursuant to the Plan.

(b)

In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distributions to common shareholders other than cash dividends, the Committee shall make such substitution or adjustment, if any, as it deems to be equitable, as to the number or kind of shares of Common Stock or other securities granted or reserved for grant pursuant to the Plan, the number of outstanding Stock Options and the option price thereof, and the number of payable Performance Awards and shares of Restricted Stock.

•

a Person or Group other than a trustee or other fiduciary of securities held under an employee benefit plan of the Company or any of its subsidiaries, is or becomes a Beneficial Owner, directly or indirectly, of stock of the Company representing 20% or more of the total voting power of the Company’s then outstanding stock and securities; provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction which complies with clause (i) of section (c) of this section;

•

individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”), cease for any reason to constitute a majority thereof; provided, however, that any individual becoming a director whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least 60% of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person or Group other than the Board;

•

there is consummated a merger, consolidation or other corporate transaction, other than (i) a merger, consolidation or transaction that would result in the voting securities of the Company outstanding immediately prior to such merger, consolidation or transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least sixy-six and two thirds percent of the combined voting power of the stock and securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or transaction, or (ii) a merger, consolidation or transaction effected to implement a recapitalization of the Company (or similar transaction) in which no Person or Group is or becomes the Beneficial Owner, directly or indirectly, of stock and securities of the Company representing more than 20% of the combined voting power of the Company’s then outstanding stock and securities;

•

the sale or disposition by the Company of all or substantially all of the Company’s assets other than a sale or disposition by the Company of all or substantially all of the assets to an entity at least sixy-six and two thirds percent of the combined voting power of the stock and securities of which is owned by Persons in substantially the same proportions as their ownership of the Company’s voting stock immediately prior to such sale; or

•

the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

“Person” shall mean any person (as defined in Section 3(a)(9) of the Securities Exchange Act (the “Exchange Act”), as such term is modified in Section 13(d) and 14(d) of the Exchange Act) other than (i) any employee plan established by the Company, (ii) any affiliate (as defined in Rule 12b-2 promulgated under the Exchange Act) of the Company, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company. “Group” shall mean any group as defined in Section 14(d)(2) of the Exchange Act. “Beneficial Owner” shall mean beneficial owner as defined in Rule 13d-3 under the Exchange Act.

In the event of a Change of Control of the Company (1) all time periods relating to the exercise or realization of Awards shall be accelerated so that such Awards may be exercised or realized in full beginning immediately following the Change of Control and extending for the remaining normal exercise period, (ii) all Common Stock deferred pursuant to Section 4(c) herein shall be released to the participant, and (iii) all Performance Awards eligible to be earned for the outstanding Performance Cycle will be immediately payable in full.

The Corporation shall have the right to deduct from all amounts paid in cash any taxes required by law to be withheld therefrom. In the case of payments of Awards in the form of Common Stock, the amount of any taxes required to be withheld with respect to such Common Stock from the Participant may, at the Committee’s discretion, be paid in cash, by tender by the Employee of the number of shares of Common Stock whose Fair Market Value equals the amount required to be withheld or, except for Non-Employee Directors receiving Awards of Common Stock pursuant to Section 5 herein, use of the Company’s Key Employee Withholding Tax Loan Program.

No Award shall be assignable or transferable except by will or the laws of descent and distribution, and no right or interest of any Participant shall be subject to any lien, obligation or liability of the Participant.

No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Corporation. Further, the Corporation expressly reserves the right at any time to dismiss a Participant free from any liability, or any claim under the Plan, except as provided herein or in a Stock Option or Restricted Stock agreement.

The validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of Ohio.

(a)

The Board of Directors may amend, suspend or terminate the Plan or any portion thereof at anytime, provided that no amendment shall be made without stockholder approval which shall (i) increase (except as provided in Section 1.5(b) hereof) the total number of shares reserved for grant pursuant to the Plan, (ii) change the class of Employees eligible to be Participants, (iii) decrease the minimum option prices stated in Section 2.1 hereof (other than to change the manner of determining Fair Market Value to conform to any then applicable provision of the Code or regulations thereunder), or (iv) extend the maximum period during which Non-Qualified Stock Options or Incentive Stock Options may be exercised or reduce the restriction period for Restricted Stock Awards (except as provided in Section 1.6 hereof).

(b)

With the consent of the Participant adversely affected thereby, the Committee may amend or modify any outstanding Award in any manner not inconsistent with the terms of the Plan, including without limitation, to change the date or dates as of which (i) a Stock Option becomes exercisable, (ii) the restrictions on shares of Restricted Stock are removed or (iii) a Performance Award is payable.

Subject to the provisions of the Plan, the Committee shall have the sole and complete authority to determine the Employees to receive Awards, and:

(a)

Stock Options. The number of shares to be covered by each Stock Option and the conditions and limitations, if any. in addition to those set forth in Section 2.2 hereof, applicable to the exercise of the Stock Option shall be determined by the Committee. The Committee shall have the authority to grant Incentive Stock Options, or to grant Non-Qualified Stock Options, or to grant both types of Stock Options.

In the case of Incentive Stock Options, the maximum aggregate Fair Market Value (at the date of grant) of the shares, under this Plan or any other plan of the Company or a corporation which (at the date of grant) is a parent of the Company or a Subsidiary, which are exercisable by an Employee for the first time during any calendar year shall not exceed $100,000 or, if different, the maximum limitation in effect at the time of grant under Section 422 of the Code, or any successor provision.

(b)

Restricted Stock. The number of shares of Restricted Stock to be granted to each Participant, the duration of the Restricted Period during which and the conditions under which the Restricted Stock may be forfeited to the Company, and the terms and conditions of the Award in addition to those contained in Section 3.1 shall be determined by the Committee. Such determinations shall be made by the Committee at the time of the grant.

The Plan shall be effective on January 2, 1994, and shall expire on the earlier of (i) a date determined by the Board of Directors, or (ii) the full use of the shares reserved for grant pursuant to the Plan, provided however, that the Plan shall be null and void unless approved at the 1994 annual meeting of the shareholders of the Company.

The obligation of the Company with respect to Awards shall be subject to all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without limitation, the effectiveness of any registration statement required under the Securities Act of 1933, and the rules and regulations of any securities exchange on which the Common Stock may be listed. For so long as the Common Stock is registered under the Exchange Act, the Company shall use its reasonable efforts to comply with any legal requirements (a) to maintain a registration statement in effect under the Securities Act of 1933 with respect to all shares of Common Stock that may be issued to Holders under the Plan, and (b) to file in a timely manner all reports required to be filed by it under the Exchange Act.

Neither the adoption of the Plan by the Board of Directors nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board of Directors to adopt such other incentive arrangements as it may deem desirable including, without limitation, the granting of stock options and the awarding of stock and cash otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

If the Employee has (i) used for profit or disclosed confidential information or trade secrets of the Company to unauthorized persons, or (ii) breached any contract with or violated any legal obligations to the Company, or (iii) failed to make himself or herself available to consult with, supply information to, or otherwise cooperate with the Company at reasonable times and upon a reasonable basis, or (iv) engaged in any other activity which would constitute grounds for his or her discharge for cause by the Company or a Subsidiary, the Employee will forfeit all undelivered portions of an Award.

The Committee shall establish the option price at the time each Stock Option is granted, which price shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant. The option price shall be subject to adjustment in accordance with the provisions of Section 1.5(b) hereof.

(a)

Except as stated in Section 2.2(c), each Stock Option by its terms shall require the Participant to remain in the continuous employ, or service to the Board of Directors if the individual is a Non-Employee Director and awarded Stock Options under Section 5 herein, of the Corporation for at least two years from the date of grant of the Stock Option before any part of the Stock Option shall be exercisable. Non-Qualified Stock Options and Incentive Stock Options may not be exercisable later than ten years after their date of grant.

(b)

Stock Options shall become exercisable in installments with twenty-five percent (25%) becoming exercisable upon the second anniversary of the date of grant of the Stock Option and additional increments of twenty-five percent (25%) of the Stock Option shall become exercisable on each anniversary thereafter until the entire Stock Option is exercisable.

(c)

In the event a Participant ceases to be an Employee or a Non-Employee Director as a result of his death, all time periods related to the exercise of any outstanding Stock Options shall be accelerated and the Stock Options shall become exercisable immediately following the Participant’s death and extending for the remaining normal exercise period. In the event a Participant ceases to be an Employee or a Non-Employee Director upon the occurrence of his Retirement Date, Disability Date, or otherwise with the consent of the Committee, his Stock Options shall be exercisable as described in 2.2(b) above as if the individual had remained as an Employee or Non-Employee Director. The Committee may at any time and with regard to all Participants or any individual Participant accelerate time periods related to the exercise of any outstanding Stock Options, and the Stock Option shall become exercisable immediately thereafter and extending for the remaining normal exercise period. In all other circumstances when a Participant ceases to be an Employee or a Non-Employee Director, his rights under all Stock Options shall terminate immediately.

(d)

Each Stock Option shall be confirmed by a Stock Option agreement executed by the Company and by the Participant which agreement shall designate the Stock Options granted as Incentive Stock Options or Non-Qualified Stock Options. The option price of each share as to which an Option is exercised shall be paid in full five (5) days from the date of such exercise, but in no event shall the shares issued pursuant to said option exercise be delivered to the Participant until said payment has been received by the Company. Such payment shall be made in cash, by tender of shares of Common Stock owned by the Participant valued at Fair Market Value as of the date of exercise, subject to such limitations on the tender of Common Stock as the Committee may impose, pursuant to the provisions of the Company’s Key Employee Stock Option Loan Program, if applicable, (or any other loan program or arrangement which may be established by the Company under this Plan, or otherwise) or by a combination of the foregoing.

The maximum number of shares that may be granted to any Participant under all Stock Option Awards under this Plan during any one year shall not exceed 100,000 shares.

3.1

The terms and conditions regarding Restricted Stock grants are as follows:

(a)

Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as herein provided, during the Restricted Period. Certificates issued in respect of shares of Restricted Stock shall be registered in the name of the Participant and deposited by him, together with a stock power endorsed in blank, with the Company. At the expiration of the Restricted Period, the Company shall deliver such certificates to the Participant or his legal representative, except that the Participant may defer receipt of his Restricted Stock under terms established by the Committee by extending the Restricted Period.

(b)

Except as provided in subsection (a) hereof, the Participant shall have all the rights of a holder of Common Stock, including but not limited to the rights to receive dividends and to vote during the Restricted Period.

(c)

In the event a Participant ceases to be an Employee or a Non-Employee Director during the Restricted Period as a result of his death, the restrictions imposed hereunder shall immediately lapse with respect to such shares of Restricted Stock. In the event a Participant ceases to be an Employee or a Non-Employee Director during the Restricted period and upon the occurrence of his Retirement Date, Disability Date, or with the consent of the Committee, the restrictions imposed hereunder shall continue as if the individual had remained as an Employee or Non-Employee Director. The Committee may at any time and with regard to all Participants or any individual Participant lapse any restrictions imposed hereunder with respect to shares of Restricted Stock. In all other circumstances in which a Participant ceases to be an Employee or Non-Employee Director, all shares of Restricted Stock shall thereupon be forfeited to the Company and the certificate or certificates representing such Restricted Stock shall be immediately canceled.

(d)

Each grant shall be confirmed by a Restricted Stock agreement executed by the Company and by the Participant.

(a)

The Committee shall determine which Participants are eligible to receive Performance Awards. Performance Awards will be based on a positive EVA for the Company. At the end of each Performance Cycle, EVA shall be determined. In the event EVA for the Company is large enough to enable all Participants to achieve 50% of the maximum EVA award possible under the Cincinnati Milacron Short-Term Incentive Plan, then the Participant shall receive a performance award of 25% of his base income.

(b)

At the Participant’s election the Performance Award may be in cash or Common Stock.

In the event the Participant elects to receive the payment in Common Stock, the Participant will receive, via deferral account with the Company, an amount equal to the Share Value of the number of shares equal to the Award. The shares shall be deferred until the earlier of the Participant’s Retirement Date or the Participant’s termination from the Company. In the event the Participant elects to receive the payment in Common Stock the Participant will also receive an additional and equal number of shares of Restricted Stock.

Payment will be made as soon as possible after the Company receives and the Committee approves the report of the Company’s independent auditors.

(c)

In the event that a potential recipient of a Performance Award ceases to be an Employee upon the occurrence of his death, Retirement Date or Disability Date prior to the end of the Performance Cycle, then the Performance Award under Section 4(a) above shall be payable to the Participant or such Participant’s heirs or legal representatives at the end of the applicable Performance Cycle. In all other circumstances in which a Participant ceases to be an Employee, Performance Awards shall terminate and no amounts shall be payable at any time.

(d)

Recipients of Performance Awards may elect to defer a portion or all of a Performance Award payment provided that the Participant’s election to defer is made prior to the first day of the Performance Cycle (April 1 for the Performance Cycle commencing in 1994). Amounts so deferred shall have interest credited to the Participant’s account at rates determined by the Committee from time to time. Such election shall be irrevocable and shall specify the date as of which deferred amounts are to be paid.

(a)

Each individual who first is elected a Non-Employee Director after the effective date of the Plan, but before the expiration of the Plan, shall be granted automatically upon election an Award of 500 shares of Restricted Stock. Each individual then serving as a Non-Employee Director shall receive a Non-Qualified Stock Option of 1,000 shares at or about the effective date of the Plan and at the beginning of each of the Company’s fiscal years thereafter so long as the Plan is in effect. This formula may not be amended more than once within any six month period other than to comport with changes in the Code.

(b)Notwithstanding anything contained in Section 5(a) to the contrary, effective as of July 29, 2004, Non-Employee Directors shall no longer be entitled to receive any Award under this Plan.

(a)

Notwithstanding any other provision of the Plan to the contrary, with respect to any awards granted under the Plan which have not previously become vested as of October 1, 2007, the Plan and such awards are hereby amended, subject to the satisfaction of any participant consent requirements, to provide that the acquisition of a majority of the 6.0% Series B Convertible Preferred Stock of the Company by Ohio Plastics, LLC that may occur after October 1, 2007 and the transactions consummated in connection therewith (the “2007 Acquisition Transaction”) shall not constitute a “Change of Control” under the Plan and, accordingly, the occurrence of the 2007 Acquisition Transaction shall not result in any circumstances, events or changes being triggered solely as a result of the 2007 Acquisition Transaction including, without limitation, any of the following: (a) the accelerated vesting, exercisability, release, realization or payment of any such awards and (b) the deemed satisfaction of any performance criteria related to such awards.

(b)

With respect to awards granted under the Plan after February 22, 2007, the 2007 Acquisition Transaction shall not constitute a “Change of Control” under the Plan and, accordingly, the occurrence of the 2007 Acquisition Transaction shall not result in any circumstances, events or changes being triggered solely as a result of the 2007 Acquisition Transaction including, without limitation, any of the following: (a) the accelerated vesting, exercisability, release, realization or payment of any such awards and (b) the deemed satisfaction of any performance criteria related to any such awards.

The purposes of the 1997 Long-Term Incentive Plan (the “Plan”) of Milacron Inc. (the “Company”) are to promote the interests of the Company and its shareowners by (i) helping to attract and retain individuals of outstanding ability; (ii) strengthening the Company’s capability to develop, maintain and direct a competent management team; (iii) motivating key employees by means of performance-related incentives; (iv) providing incentive compensation opportunities which are competitive with those of other major corporations; and (v) enabling such individuals to participate in the long-term growth and financial success of the Company.

“Affiliate"- means any corporation or other entity which is not a Subsidiary but as to which the Company possesses a direct or indirect ownership interest and has power to exercise management control.

“Award"- means a Stock Option grant, a Restricted Stock grant and/or a Performance Share Grant under the Plan.

“Code"- means the Internal Revenue Code of 1986, as it may be amended from time to time.

“Committee"- means those members of the Personnel and Compensation Committee of the Board of Directors who qualify as “Non-Employee Directors” pursuant to Rule 16b-3(b)(3) issued under the Exchange Act and who qualify as outside directors pursuant to Code Section 162(m) and any regulations issued thereunder.

“Disability Date"- means the date on which a Participant is deemed disabled under the employee benefit plans of the Corporation applicable to the Participant.

“Earnings Per Share"- shall mean earnings from continuing operations before extraordinary items and cumulative effect of changes in methods of accounting, but including or excluding any income or expense items which, in the opinion of the Committee, are properly includable or excludable in the determination of earnings within the intent of the Plan, reduced by the preferred dividend requirement, divided by the number of common share used to calculate “basic earnings per share” as that term is defined in Statement of Financial Accounting Standards No. 128. In the event that generally accepted accounting principles for the calculation of Earnings Per Share change during the term of a Performance Period, the number of common shares used to calculate Earnings Per Share at the beginning and end of the Performance Period shall be determined by a method, to be chosen at the Committee’s discretion, which shall be applied consistently throughout the Performance Period.

“Incentive Stock Options"- means Stock Options which constitute “incentive stock options” under Section 422 (or any successor section) of the Code.

“Initial Performance Period"- shall mean the Performance Period beginning December 29, 1996.

“Non-Qualified Stock Options” means Stock Options which do not constitute Incentive Stock Options.

“Participant"- means an Employee who is selected by the Committee to receive an Award under the Plan.

“Performance Cycle"- means a fiscal year of the Company in which this Plan is in effect.

“Performance Period"- shall mean the three year period following the beginning of the fiscal year in which the Performance Share Grant is awarded.

“Performance Share Grant"- shall mean a number of shares of Restricted Stock granted to the Participant at the beginning of a Performance Period that ranges from 20% to 100%, as determined by the Committee, of the Participant’s base earnings, not to exceed $1,000,000 for purposes of this Plan, during the year of award divided by the average of the closing prices per share of Common Stock during the month immediately preceding the Performance Period.

“Performance Share Multiple"- shall mean a percentage of 0%, 100%, 150% or 200% which, when multiplied by the Performance Share Grant, results in the final number of Performance Shares Earned by the Participant for a specific Performance Period.

“Performance Shares Earned"- shall mean the product of the Performance Share Multiple multiplied by the Performance Share Grant.

“Restricted Period"- means the period of up to three (3) years selected by the Committee during which a grant of Restricted Stock may be forfeited to the Company.

“Restricted Stock"- means shares of Common Stock contingently granted to a Participant under Sections 3, 4 or 5 of the Plan.

“Stock Options” — means an Incentive Stock Option and/or a Non-Qualified Stock Option granted under Section 2 of the Plan.

“Subsidiary"- means any corporation in which the Company possesses directly or indirectly fifty percent (50%) or more of the total combined voting power of all classes of its stock.

“Total Growth Rate"- shall mean the percentage increase in Earnings Per Share for threshold, target and maximum levels of attainment in the third year of the Performance Period divided by the Earnings Per Share in the year immediately prior to that Performance Period, and will be the result of the annual compound growth rate over the three year Performance Period.

(a) There shall be reserved for grant pursuant to the Plan a total of 4,400,000 shares of Common Stock. In the event that (i) a Stock Option expires or is terminated unexercised as to any shares covered thereby, or (ii) Restricted Stock grants, are forfeited or unearned for any reason under the Plan, such shares shall thereafter be again available for grant pursuant to the Plan.

(b) In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distributions to common shareholders other than cash dividends, the Committee shall make such substitution or adjustment, if any, as it deems to be equitable, as to the number or kind of shares of Common Stock or other securities granted or reserved for grant pursuant to the Plan, the number of outstanding Stock Options and the option price thereof, and the number of payable Performance Share Grants and shares of Restricted Stock.

•

the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

In the event of a Change of Control of the Company (i) all time periods relating to the exercise or realization of Awards shall be accelerated so that such Awards may be exercised or realized in full beginning immediately following the Change of Control and extending for the remaining normal exercise period, and (ii) Performance Share Grants shall be paid and shares related thereto distributed as set forth in Sections 4 (d) and (h).

Notwithstanding any other provision of this Plan to the contrary, and only with respect to Awards granted on or after February 10, 2004, a “Change of Control” shall not occur solely as a result of a financial restructuring or recapitalization of the Company that may occur during 2004 (the “2004 Restructuring”) and, accordingly, the occurrence of the 2004 Restructuring shall not result in, among other things, (a) the accelerated vesting, exercisability, release, realization or payment of any such Awards and (b) the deemed satisfaction of any performance criteria related to any such Awards; provided, however, that in the event that the 2004 Restructuring would otherwise constitute a Change of Control but for this paragraph, any Performance Share Grants hereunder that are outstanding as of the date of the 2004 Restructuring shall, upon a Qualifying Termination (as defined in Section 4(h) hereof) of the recipient of such Performance Share Grant within 24 months of the 2004 Restructuring, be paid in a lump sum cash payment (calculated assuming attainment of the applicable maximum Total Growth Rate as provided in Section 4(h) hereunder).

(a) The Board of Directors may amend, suspend or terminate the Plan or any portion thereof at any time, provided that no amendment shall be made without stockholder approval which shall (i) increase (except as provided in Section 1.5(b) hereof) the total number of shares reserved for grant pursuant to the Plan, (ii) change the class of Employees eligible to be Participants, (iii) decrease the minimum option prices stated in Section 2.1 hereof (other than to change the manner of determining Fair Market Value to conform to any then applicable provision of the Code or regulations thereunder) (iv) extend the maximum period during which Non-Qualified Stock Options or Incentive Stock Options may be exercised, or (v) reduce the restriction period for Restricted Stock Awards (except as provided in Section 1.6 hereof).

(b) With the consent of the Participant adversely affected thereby, the Committee may amend or modify any outstanding Award in any manner not inconsistent with the terms of the Plan, including without limitation, to change the form of payment or the date or dates as of which (i) a Stock Option becomes exercisable, (ii) the restrictions on shares of Restricted Stock are removed, or (iii) a Performance Share Grant is payable.

(c) In no event shall any outstanding Award be modified in such a manner as to re-price any Stock Option by (i) decreasing the purchase price thereof, or (ii) cancellation of any Stock Option prior to its established terms of expiration for the purpose of replacement by a lower-priced Stock Option, nor shall an outstanding Award of Restricted Stock be modified in a manner which will reduce the restriction period related to the Restricted Stock.

Subject to the provisions of the Plan, the Committee shall have the sole and complete authority to determine the Employees to receive Awards, and:

(a) Stock Options. The number of shares to be covered by each Stock Option and the conditions and limitations, if any, in addition to those set forth in Section 2.2 hereof, applicable to the exercise of the Stock Option shall be determined by the Committee. The Committee shall have the authority to grant Incentive Stock Options, or to grant Non-Qualified Stock Options, or to grant both types of Stock Options. In the case of Incentive Stock Options, the maximum aggregate Fair Market Value (at the date of grant) of the shares, under this Plan or any other plan of the Company or a corporation which (at the date of grant) is a parent of the Company or a Subsidiary, which are exercisable by an Employee for the first time during any calendar year shall not exceed $100,000 or, if different, the maximum limitation in effect at the time of grant under Section 422 of the Code, or any successor provision.

(b) Restricted Stock. The number of shares of Restricted Stock to be granted to each Participant, the duration of the Restricted Period during which and the conditions under which the Restricted Stock may be forfeited to the Company, and the terms and conditions of the Award in addition to those contained in Section 3.1 shall be determined by the Committee. Such determinations shall be made by the Committee at the time of the grant.

The Plan shall be effective on December 29, 1996, and shall expire on the earlier of (i) a date determined by the Board of Directors, or (ii) the full use of the shares reserved for grant pursuant to the Plan, provided however, that the Plan shall be null and void unless approved at the 1997 annual meeting of the shareholders of the Company.

(a) Except as stated in Section 2.2(c), each Stock Option by its terms shall require the Participant to remain in the continuous employ, or service to the Board of Directors if the individual is a Non-Employee Director and awarded Stock Options under Section 5 herein, of the Corporation for at least one year from the date of grant of the Stock Option before any part of the Stock Option shall be exercisable. Non-Qualified Stock Options and Incentive Stock Options may not be exercisable later than ten years after their date of grant.

(b) Stock Options shall become exercisable in installments with twenty-five percent (25%) of the total Stock Option becoming exercisable upon the first anniversary of the date of grant of the Stock Option and additional increments of twenty-five percent (25%) of the total Stock Option grant shall become exercisable on each anniversary thereafter until the entire Stock Option is exercisable.

(c) In the event a Participant ceases to be an Employee or a Non-Employee Director as a result of his death, all time periods related to the exercise of any outstanding Stock Options shall be accelerated and the Stock Options shall become exercisable immediately following the Participant’s death and extending for the remaining normal exercise period. In the event a Participant ceases to be an Employee or a Non-Employee Director upon the occurrence of his Retirement Date, Disability Date, or otherwise with the consent of the Committee, his Stock Options shall be exercisable as described in 2.2(b) above as if the individual had remained as an Employee or Non-Employee Director and extending for the normal exercise period. The Committee may at any time and with regard to all Participants or any individual Participant accelerate time periods related to the exercise of any outstanding Stock Options, and the Stock Option shall become exercisable immediately thereafter and extending for the remaining normal exercise period. In all other circumstances when a Participant ceases to be an Employee or a Non-Employee Director, his rights under all Stock Options shall terminate immediately.

(d) Each Stock Option shall be confirmed by a Stock Option agreement executed by the Company and by the Participant which agreement shall designate the Stock Options granted as Incentive Stock Options or Non-Qualified Stock Options. The option price of each share as to which an Option is exercised shall be paid in full five (5) days from the date of such exercise, but in no event shall the shares issued pursuant to said option exercise be delivered to the Participant until said payment has been received by the Company. Such payment shall be made in cash, by tender of shares of Common Stock owned by the Participant valued at Fair Market Value as of the date of exercise, subject to such limitations on the tender of Common Stock as the Committee may impose, pursuant to the provisions of the Company’s Key Employee Stock Option Loan Program, if applicable, (or any other loan program or arrangement which may be established by the Company under this Plan, or otherwise) or by a combination of the foregoing.

The maximum number of shares that may be granted to any Participant under all Stock Option Awards under this Plan during any one year shall not exceed 100,000 shares.

(a) Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as herein provided, during the Restricted Period. Certificates issued in respect of shares of Restricted Stock shall be registered in the name of the Participant and deposited by him, together with a stock power endorsed in blank, with the Company. At the expiration of the Restricted Period, the Company shall deliver such certificates to the Participant or his legal representative, except that the Participant may defer receipt of his Restricted Stock under terms established by the Committee by extending the Restricted Period.

(b) Except as provided in subsection (a) hereof, the Participant shall have all the rights of a holder of Common Stock, including but not limited to the rights to receive dividends and to vote during the Restricted Period.

(c) In the event a Participant ceases to be an Employee or a Non-Employee Director during the Restricted Period as a result of his death, the restrictions imposed hereunder shall immediately lapse with respect to such shares of Restricted Stock. In the event a Participant ceases to be an Employee or a Non-Employee Director during the Restricted period and upon the occurrence of his Retirement Date, Disability Date, or with the consent of the Committee, the restrictions imposed hereunder shall continue as if the individual had remained as an Employee or Non-Employee Director. The Committee may at any time and with regard to all Participants or any individual Participant lapse any restrictions imposed hereunder with respect to shares of Restricted Stock. In all other circumstances in which a Participant ceases to be an Employee or Non-Employee Director, all shares of Restricted Stock shall thereupon be forfeited to the Company and the certificate or certificates representing such Restricted Stock shall be immediately canceled.

(d) Each grant shall be confirmed by a Restricted Stock agreement executed by the Company and by the Participant.

(a) Not later than May 1 of each calendar year in which this Plan is in effect, the Committee may make a Performance Share Grant, effective as of the beginning of the year, to any Participant selected by the Committee. The Committee may make a Performance Share Grant to a Participant in any given year which relates to a Performance Period already in progress. In such event, (i) the Performance Share Grant determined under Section 4(b) shall be prorated based on the remaining whole years of the relevant Performance Period as of the date of grant compared to the entire length of the relevant Performance Period, (ii) the Participant shall receive Restricted Shares immediately upon the date of grant, and, (iii) the Total Growth Rate and level of attainment factors determined by the Committee at the beginning of the relevant Performance Period shall be used to determine the Participant’s ultimate payout under Section 4(d) herein. If awarded not later than May 1, the Performance Share Grant shall relate back to the beginning of the year in which made for purposes of proration.

(b) The Committee shall, at the beginning of each Performance Period or not later than 90 days thereafter, determine the Performance Share Grant to be made to each Participant in Restricted Stock and establish the threshold, target and maximum levels of attainment for Total Growth Rate during the Performance Period.

(c) If Earnings Per Share during the third year of a Performance Period are equal to or exceed the threshold for a Total Growth Rate set by the Committee at the beginning of a Performance Period, a Performance Share Multiple of 100%, 150% or 200% will be applied to the Performance Share Grant. If Earnings Per Share are below the threshold level of attainment, the Performance Share Multiple will be 0%. Below is the Total Growth Rate and the threshold, target and maximum levels of attainment for the Initial Performance Period.

Earnings Per Share

Total

Performance

Compounded

Growth

Level of

Annually

Rate

Attainment

Multiple

Less than 12%

Less than

40.5

At least

40.5% but

At least 12%,

less than

but less than 15%

52.1

Threshold

100

At least

52.1% but

At least 15%,

less than

but less than 18%

64.3

Target

150

Equal to or greater

64.3% or

than 18%

greater

Maximum

200

(d) Payment for the value of Performance Shares Earned shall be made to a Participant not later than three months following the end of a Performance Period. If the threshold Total Growth Rate during the Performance Period is not attained in the third year the performance goals attached to the Performance Share Grant will not have been met and the Participant shall forfeit his Restricted Stock. Payment related to a Performance Share Multiple of 100% shall be the lapse of restrictions for the Participant’s Performance Share Grant and he shall receive the certificate for unrestricted ownership of such shares. Payment related to that portion, if any, of a Performance Share Multiple of 150% or 200% shall be as follows: a) for the first 100%, payment shall be the transfer of unrestricted share certificates as a result of the lapse of restrictions on the Performance Share Grant and b) for the 50% or 100% premium, payment shall be an amount of cash equal to the value of the Performance Shares Earned in excess of the 100% multiplied by the average of the closing prices per share of the Common Stock for the last month in the Performance Period. In the event of a Change of Control (as defined in Section 1.6), payment shall be made as if the maximum targets for the three year performance period had been met and shall be paid within thirty days following the Change of Control. Such payment shall be in a cash amount equal to the Performance Share Grant multiplied by the higher of (i) the highest average of the high and low prices per share of the Common Stock on any date within the period commencing 30 days prior to the Change in Control or (ii) if the Change in Control occurs as a result of a tender or exchange offer or consummation of a corporate transaction, the highest price paid per share of Common Stock pursuant thereto.

(e) The Committee may make adjustments from time to time in the Performance Share Multiple, in the Total Growth Rate or in Earnings Per Share in such reasonable manner as the Committee may determine to reflect (i) any increase or decrease in the number of issued shares of Common Stock of the Company resulting from a subdivision or consolidation of shares or any other capital adjustment, the payment of stock dividends or other increases or decreases in such shares effected without receipt of consideration by the Company, (ii) material changes in the Company’s accounting practices or principles, the effect of which would be to cause inconsistency in reporting earnings per share, (iii) material acquisitions or dispositions, the effect of which would be to cause fluctuations in reported earnings per share which are not within the intent of the Plan, or (iv) extraordinary, unusual and nonrecurring items (such as restructuring charges or a disposal of a business) which are disclosed in the published, audited financial statements; provided, however, that no such adjustments shall be made to the extent that the Committee determines that the adjustment would cause payment in respect of Performance Share Grant to fail to be fully deductible by the Company on account of Section 162(m) of the Code.

(f) With respect to a Performance Share Grant, the Participant shall have the rights of a holder of Common Stock, including but not limited to the rights to receive dividends and to vote during the Restricted Period until such Participant ceases to be an Employee of the Corporation for any reason other than death or termination of Employment on a Disability Date or Retirement Date.

(g) In the event a Participant ceases to be an Employee upon the occurrence of his death, Retirement Date or Disability Date prior to the end of a Period, payment for the value of Performance Shares Earned shall be prorated for the amount of time the Participant remained an Employee compared to the length of the Performance Period, provided the Participant has completed at least the first full year of the Performance Period. In such event, any prorated payment for Performance Shares Earned shall be distributed in unrestricted share certificates or paid in cash (depending on whether the threshold, target or maximum Total Growth Rate is attained) in accordance with Paragraphs (c) and (d) above. In all other circumstances in which a Participant ceases to be an Employee, Performance Share Grant shall terminate and no amounts shall be payable at any time.

(h) If there is an event constituting a Change of Control (as defined in Section 1.6), any outstanding Performance Share Grant shall immediately vest in the Participant to whom such Performance Share Grant has been awarded as of the date such Change of Control occurs. If the Participant’s employment is terminated in a Qualifying Termination within 24 months following the Change of Control, then the Participant shall receive a lump sum cash payment equal to all cash payments possible related to outstanding Performance Share Grants made to the Participant, as if there has been attainment of the applicable maximum Total Growth Rate. For purposes hereof, a “Qualifying Termination” shall mean (i) a termination of the Participant’s employment for any reason other than for cause or disability or due to the Participant’s death, or (ii) the Participant’s termination of employment for Good Reason. “Good Reason” shall exist in the event of the occurrence of any of the following without the Participant’s express prior written consent:

(i) any diminution of, or the assignment to the Participant of duties inconsistent with, the Participant’s position, duties, responsibilities and status with the Corporation immediately prior to a Change in Control, an adverse change in the Participant’s titles or offices as in effect immediately prior to a Change in Control, or any removal of the Participant from, or any failure to reelect the Participant to, any of such positions, except in connection with the Participant’s termination of employment for disability or cause or as a result of the Participant’s death or by the Participant other than for Good Reason;

(ii) a reduction by the Corporation in the Participant’s base salary as in effect on the date of a Change in Control or as the same may be increased from time to time during the 24 months following a Change of Control;

(iii) the Corporation’s failure to continue any benefit plan or arrangement (including, without limitation, the Corporation’s life insurance, post-retirement benefits, and comprehensive medical plan coverage) in which the Participant participated at the time of a Change in Control (or any other plans providing the Participant with substantially similar benefits) (hereinafter referred to as “Benefit Plans”), or any action by the Corporation that would adversely affect the Participant’s participation in or materially reduce the Participant’s benefits under any such benefit plan or deprive the Participant of any material fringe benefit enjoyed by the Participant at the time of a Change in Control;

(iv) the Corporation’s failure to continue in effect, or continue payments under, any incentive plan or arrangement (including, without limitation, any equity-based plan or arrangement) in which the Participant participated at the time of a Change in Control (hereinafter referred to as “Incentive Plans”) or any action by the Company that would adversely affect the Participant’s participation in any such Incentive Plans or reduce the Participant’s benefits under any such Incentive Plans;

(v) a relocation of the Corporation’s principal executive offices to a location outside the Cincinnati, Ohio metropolitan area or relocation of the Participant’s primary workplace to any place other than the location at which the Participant performed the Participant’s duties immediately prior to a Change in Control;

(vi) the Corporation’s failure to provide the Participant with the number of paid vacation days to which the Participant was entitled at the time of a Change in Control;

(vii) the Corporation’s material breach of any Agreement entered into with the Participant; or

(viii) the Company’s failure to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Participant, to expressly assume and agree to perform this Plan in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

(a) Each individual then serving as a Non-Employee Director shall receive a Non-Qualified Stock Option of 2,000 shares at or about the effective date of the Plan and at the beginning of each of the Company’s fiscal years thereafter so long as the Plan is in effect. As a portion of their compensation, the Committee may also award to Non-Employee Directors shares of Restricted Stock, as it may determine, not to exceed 2,000 shares per individual every three years.

(b) Notwithstanding anything contained in Section 5(a) to the contrary, effective as of July 29, 2004, Non-Employee Directors shall no longer be entitled to receive any Award under this Plan.

(a) Notwithstanding any other provision of the Plan to the contrary, with respect to any awards granted under the Plan which have not previously become vested as of October 1, 2007, the Plan and such awards are hereby amended, subject to the satisfaction of any participant consent requirements, to provide that the acquisition of a majority of the 6.0% Series B Convertible Preferred Stock of the Company by Ohio Plastics, LLC that may occur after October 1, 2007 and the transactions consummated in connection therewith (the “2007 Acquisition Transaction”) shall not constitute a “Change of Control” under the Plan and, accordingly, the occurrence of the 2007 Acquisition Transaction shall not result in any circumstances, events or changes being triggered solely as a result of the 2007 Acquisition Transaction including, without limitation, any of the following: (a) the accelerated vesting, exercisability, release, realization or payment of any such awards and (b) the deemed satisfaction of any performance criteria related to such awards.

(b) With respect to awards granted under the Plan after February 22, 2007, the 2007 Acquisition Transaction shall not constitute a “Change of Control” under the Plan and, accordingly, the occurrence of the 2007 Acquisition Transaction shall not result in any circumstances, events or changes being triggered solely as a result of the 2007 Acquisition Transaction including, without limitation, any of the following: (a) the accelerated vesting, exercisability, release, realization or payment of any such awards and (b) the deemed satisfaction of any performance criteria related to any such awards.

1. Purpose of the Plan. The purpose of this Plan is to attract, retain and motivate officers and other key employees of Milacron Inc. (the “Company”) and its Subsidiaries, to retain qualified individuals to serve as non-employee members of the Board, and to provide such persons with appropriate incentives and rewards for superior performance and contribution. The Plan is effective as of April 1, 2004 (the “Effective Date”), subject to the approval of the Company’s stockholders.

2. Definitions. Capitalized terms used herein shall have the meanings assigned to such terms in this Section 2.

“Applicable Laws” means the requirements relating to the administration of equity-based compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction where awards are granted under the Plan.

“Appreciation Right” means a right granted pursuant to Section 5 of this Plan, and shall include both Tandem Appreciation Rights and Free-Standing Appreciation Rights.

“Base Price” means the price to be used as the basis for determining the Spread upon the exercise of a Free-Standing Appreciation Right and a Tandem Appreciation Right.

“Beneficial Owner” means a beneficial owner as defined in Rule 13d-3 under the Exchange Act.

(i) A Person or Group other than a trustee or other fiduciary of securities held under an employee benefit plan of the company or any of its Subsidiaries, is or becomes a Beneficial Owner, directly or indirectly, of stock of the Company representing 20% or more of the total voting power of the Company’s then outstanding stock and securities; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (a) any acquisition directly from the Company, (b) any acquisition by the Company, (c) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (d) any acquisition by any corporation pursuant to a transaction which complies with clause (a) of section (iii) of this section;

(ii) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”), cease for any reason to constitute a majority thereof; provided, however, that any individual becoming a Director whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least 60% of the Directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person or Group other than the Board;

(iii) There is consummated a merger, consolidation or other corporate transaction, other than (a) a merger, consolidation or transaction that would result in the voting securities of the Company outstanding immediately prior to such merger, consolidation or transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least sixy-six and two thirds percent of the combined voting power of the stock and securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or transaction, or (b) a merger, consolidation or transaction effected to implement a recapitalization of the Company (or similar transaction) in which no Person or Group is or becomes the Beneficial Owner, directly or indirectly, of stock and securities of the Company representing more than 20% of the combined voting power of the Company’s then outstanding stock and securities;

(iv) The sale or disposition by the Company of all or substantially all of the Company’s assets other than a sale or disposition by the Company of all or substantially all of the assets to an entity at least sixy-six and two thirds percent of the combined voting power of the stock and securities of which is owned by Persons in substantially the same proportions as their ownership of the Company’s voting stock immediately prior to such sale; or

(v) The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

Notwithstanding any other provision of this Plan to the contrary, a “Change in Control” shall not occur solely as a result of any change in the combined voting power of the stock and securities of the Company as a result of any securities issued or issuable pursuant to the transactions contemplated by the Note Purchase Agreement, dated as of March 12, 2004, by and among Milacron Inc., Glencore Finance AG and Mizuho International plc, including any securities issued or issuable in exchange for, upon conversion or exercise of, or as a payment of dividends upon, such securities.

“Common Stock” means the common stock of the Company or any security into which such Common Stock may be changed by reason of any transaction or event of the type referred to in Section 12 of this Plan.

“Covered Employee” means an Employee who is, or is determined by the Committee to be likely to become, a “covered employee” within the meaning of Section 162(m) of the Code (or any successor provision).

“Date of Grant” means the date specified by the Committee on which a grant of Option Rights, Appreciation Rights, Performance Units or Performance Shares or a grant or sale of Restricted Shares or Deferred Shares or any awards granted under Section 10 shall become effective.

“Deferral Period” means the period of time during which Deferred Shares are subject to deferral limitations under Section 8 of this Plan.

“Deferred Shares” means an award made pursuant to Section 8 of this Plan of the right to receive shares of Common Stock at the end of a specified Deferral Period.

“Employee” means a salaried employee of the Company or any Subsidiary who has demonstrated significant management potential or who has contributed in a substantial measure to the successful performance of the Company, as determined by the Committee.

“Evidence of Award” means an agreement, certificate, resolution or other type or form of writing or other evidence approved by the Committee which sets forth the terms and conditions of the Option Rights, Appreciation Rights, Performance Units, Performance Shares, Restricted Shares or Deferred Shares or any awards granted under Section 10. An Evidence of Award may be in an electronic medium, may be limited to a notation on the books and records of the Company and, with the approval of the Committee, need not be signed by a representative of the Company or a Participant.

“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

“Free-Standing Appreciation Right” means an Appreciation Right granted pursuant to Section 5 of this Plan that is not granted in tandem with an Option Right.

“Incentive Stock Options” means Option Rights that are intended to qualify as “incentive stock options” under Section 422 of the Code or any successor provision. For purposes of clarity, Incentive Stock Options may only be granted to Employees.

“Management Objectives” means the measurable performance objective or objectives established pursuant to this Plan for Participants who have received grants of Performance Units or Performance Shares or, when so determined by the Committee, Option Rights, Appreciation Rights and Restricted Shares pursuant to this Plan. Management Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or of the Subsidiary, division, department, region or function within the Company or Subsidiary in which the Participant is employed. The Management Objectives may be made relative to the performance of other corporations. The Management Objectives applicable to any award to a Covered Employee shall be based on specified levels of or growth in one or more of the following criteria: revenues; earnings from operations; earnings before or after interest and taxes; net income; cash flow; earnings per share; working capital; economic value added; return on total capital; return on invested capital; return on equity; return on assets; total return to stockholders; earnings before or after interest, taxes, depreciation, amortization or extraordinary or special items; return on investment; free cash flow; cash flow return on investment (discounted or otherwise); net cash provided by operations; cash flow in excess of cost of capital; operating margin; profit margin; stock price and/or strategic business criteria consisting of one or more objectives based on meeting specified product development, strategic partnering, research and development, market penetration, geographic business expansion goals, cost targets, customer satisfaction, employee satisfaction, management of employment practices and employee benefits, supervision of litigation or information technology, goals relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures. Management Objectives may be stated as a combination of the listed factors. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances (including those events and circumstances described in Section 12 of this Plan) render the Management Objectives unsuitable, the Committee may in its discretion modify such Management Objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable, except in the case of a Covered Employee to the extent that such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code.

“Market Value per Share” means, as of any particular date, (i) the closing sale price per share of Common Stock as reported on the principal exchange on which Common Stock of the Company is then trading, if any, or if there are no sales on such day, on the next preceding trading day during which a sale occurred, or (ii) if clause (i) does not apply, the fair market value of a share of Common Stock as determined by the Committee.

“Optionee” means the optionee named in an agreement evidencing an outstanding Option Right.

“Option Price” means the purchase price payable on exercise of an Option Right.

“Option Right” means the right to purchase shares of Common Stock from the Company upon the exercise of an option granted pursuant to Section 4 of this Plan.

“Participant” means an Employee or a Director who receives a grant of Option Rights, Appreciation Rights, Performance Units or Performance Shares or a grant or sale of Restricted Shares or Deferred Shares or any awards under Section 10.

“Performance Period” means, in respect of a Performance Unit or Performance Share, a period of time established pursuant to Section 6 of this Plan within which the Management Objectives relating to such Performance Share or Performance Unit are to be achieved.

“Performance Share” means a bookkeeping entry that records the equivalent of one share of Common Stock awarded pursuant to Section 6 of this Plan.

“Performance Unit” means a bookkeeping entry that records a unit equivalent to $1.00 awarded pursuant to Section 6 of this Plan.

“Person” means any person (as defined in Section 3(a)(9) of the Exchange Act, as such term is modified in Section 13(d) and 14(d) of the Exchange Act) other than (i) any employee plan established by the Company, (ii) any affiliate (as defined in Rule 12b-2 promulgated under the Exchange Act) of the Company, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company.

“Plan” means this Milacron Inc. 2004 Long-Term Incentive Plan, as amended from time to time.

“Restricted Shares” means shares of Common Stock granted or sold pursuant to Section 7 of this Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfers referred to in such Section 7 has expired.

“Spread” means the excess of the Market Value per Share on the date when an Option Right or Appreciation Right is exercised, over the per share Option Price or per share Base Price provided for in the related Option Right or Appreciation Right, respectively.

“Subsidiary” means a corporation, company or other entity which is designated by the Committee and in which the Company has a direct or indirect ownership or other equity interest, provided, however, that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, the term “Subsidiary” has the meaning given to such term in Section 424 of the Code, as interpreted by the regulations thereunder and applicable law.

“Tandem Appreciation Right” means an Appreciation Right granted pursuant to Section 5 of this Plan that is granted in tandem with an Option Right.

a. Subject to adjustment as provided in Section 3(b) and Section 12 of this Plan, the number of shares of Common Stock that may be issued or transferred (i) upon the exercise of Option Rights or Appreciation Rights, (ii) as Restricted Shares, (iii) as Deferred Shares, (iv) in payment of Performance Units or Performance Shares that have been earned, (v) in payment of awards granted under Section 10 of the Plan or (vi) in payment of dividend equivalents paid with respect to awards made under the Plan shall not exceed in the aggregate 7,000,000 shares of Common Stock. Such shares may be shares of original issuance, treasury shares, shares purchased by the Company on the open market, or a combination of the foregoing.

b. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments in the number of shares of Common Stock available in Section 3(a) above or otherwise specified in the Plan or in any award granted hereunder if the number of shares of Common Stock actually delivered differs from the number of shares of Common Stock previously counted in connection with an award. Shares of Common Stock subject to an award granted under the Plan that is canceled, expired, forfeited, settled in cash or is otherwise terminated without a delivery of Common Stock to the Participant will again be available for awards, and Common Stock withheld in payment of the exercise price or taxes relating to an award granted under the Plan and shares of Common Stock equal to the number surrendered in payment of any exercise price or taxes relating to an award under the Plan shall be deemed to constitute Common Stock not delivered to the Participant and shall be deemed to again be available for awards under the Plan. This Section 3(b) shall apply to the number of shares of Common Stock reserved and available for Incentive Stock Options only to the extent consistent with applicable Treasury regulations relating to Incentive Stock Options under the Code.

c. Notwithstanding anything in this Section 3, or elsewhere in this Plan, to the contrary and subject to adjustment as provided in Section 12 of this Plan, (i) the aggregate number of shares of Common Stock actually issued or transferred by the Company upon the exercise of Incentive Stock Options shall not exceed 7,000,000 shares of Common Stock; (ii) no Participant shall be granted Option Rights and Appreciation Rights, in the aggregate, for more than 500,000 shares of Common Stock during any calendar year; (iii) no Director who is not an Employee shall be granted Option Rights, Appreciation Rights, Restricted Shares and Deferred Shares, in the aggregate, for more than 10,000 shares of Common Stock during any calendar year.

d. Notwithstanding any other provision of this Plan to the contrary, in no event shall any Participant in any calendar year receive awards of (i) Performance Shares, Restricted Shares specifying Management Objectives or awards granted under Section 10 of the Plan specifying Management Objectives, which awards, in the aggregate, cover a maximum of more than 500,000 shares of Common Stock or (ii) Performance Units having an aggregate maximum value as of their respective Dates of Grant in excess of $2,000,000.

4. Option Rights. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Employees of Option Rights. Each such grant may utilize any or all of the authorizations, and shall be subject to all of the limitations, contained in the following provisions:

a. Each grant shall specify the number of shares of Common Stock to which it pertains, subject to adjustments as provided in Section 12 of this Plan.

b. Each grant shall specify an Option Price per share, which shall be equal to or greater than the Market Value per Share on the Date of Grant.

c. Each grant shall specify whether the Option Price shall be payable (i) in cash or by check acceptable to the Company, (ii) by the actual or constructive transfer to the Company of shares of Common Stock owned by the Optionee not less than 6 months having a value at the time of exercise equal to the total Option Price, or (iii) by a combination of such methods of payment. To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares to which such exercise relates.

d. Grants may be made to the same Employee whether or not any Option Rights previously granted to such Employee remain unexercised.

e. Each grant shall specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable and may provide for the earlier exercise of such Option Rights in the event of a Change in Control, retirement, death or disability of the Optionee or other similar transaction or event as approved by the Committee.

f. Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights.

g. Option Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended so to qualify, or (iii) combinations of the foregoing.

h. The exercise of an Option Right shall result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under Section 5 of this Plan.

i. No Option Right shall be exercisable more than 10 years from the Date of Grant.

j. Each grant of Option Rights shall be evidenced by an Evidence of Award which shall contain such terms and provisions, consistent with this Plan and applicable sections of the Code, as the Committee may approve.

a. The Committee may authorize the granting (i) to any Optionee who is also an Employee, of Tandem Appreciation Rights in respect of Option Rights granted hereunder, and (ii) to any Employee, of Free-Standing Appreciation Rights. A Tandem Appreciation Right shall be a right of the Optionee, exercisable by surrender of the related Option Right, to receive from the Company an amount determined by the Committee, which shall be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise. Tandem Appreciation Rights may be granted at any time prior to the exercise or termination of the related Option Rights; provided, however, that a Tandem Appreciation Right awarded in relation to an Incentive Stock Option must be granted concurrently with such Incentive Stock Option. A Free-Standing Appreciation Right shall be a right of the Employee to receive from the Company an amount determined by the Committee, which shall be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise.

b. Each grant of Appreciation Rights may utilize any or all of the authorizations, and shall be subject to all of the requirements, contained in the following provisions:

(i) Any grant may specify that the amount payable on exercise of an Appreciation Right may be paid by the Company in cash, in shares of Common Stock or in any combination thereof and may either grant to the Employee or retain in the Committee the right to elect among those alternatives.

(ii) Any grant may specify that the amount payable on exercise of an Appreciation Right may not exceed a maximum specified by the Committee at the Date of Grant.

(iii) Each grant shall specify the period or periods of continuous service by the Employee with the Company or any Subsidiary that is necessary before the Appreciation Right or installments thereof will become exercisable and may provide for the earlier exercise of such Appreciation Rights in the event of a Change in Control, retirement, death or disability of the Employee or other similar transaction or event as approved by the Committee.

(iv) Each grant of an Appreciation Right shall be evidenced by an Evidence of Award, which shall describe such Appreciation Right, identify any related Option Right, state that such Appreciation Right is subject to all the terms and conditions of this Plan, and contain such other terms and provisions, consistent with this Plan and applicable sections of the Code, as the Committee may approve.

(v) Any grant may provide for the payment to the Employee of dividend equivalents thereon in cash or shares of Common Stock on a current, deferred or contingent basis.

c. Any grant of Tandem Appreciation Rights shall provide that such Rights may be exercised only at a time when the related Option Right is also exercisable and at a time when the Spread is positive, and by surrender of the related Option Right for cancellation.

(i) Each grant shall specify in respect of each Free-Standing Appreciation Right a Base Price, which shall be equal to or greater than the Market Value per Share on the Date of Grant;

(ii) Grants may be made to the same Employee regardless of whether any Free-Standing Appreciation Rights previously granted to the Employee remain unexercised; and

(iii) No Free-Standing Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant.

e. Any grant of Appreciation rights may specify Management Objectives that must be achieved as a condition to exercise such rights.

6. Performance Units and Performance Shares. The Committee may also authorize the granting to Employees of Performance Units and Performance Shares that will become payable (or payable early) to an Employee upon achievement of specified Management Objectives. Each such grant may utilize any or all of the authorizations, and shall be subject to all of the limitations, contained in the following provisions:

a. Each grant shall specify the number of Performance Units or Performance Shares to which it pertains, which number may be subject to adjustment to reflect changes in compensation or other factors; provided, however, that no such adjustment shall be made in the case of a Covered Employee where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code.

b. The Performance Period with respect to each Performance Unit or Performance Share shall be such period of time commencing with the Date of Grant as shall be determined by the Committee at the time of grant.

c. Any grant of Performance Units or Performance Shares shall specify Management Objectives which, if achieved, will result in payment or early payment of the award, and each grant may specify in respect of such specified Management Objectives a minimum acceptable level of achievement and shall set forth a formula for determining the number of Performance Units or Performance Shares that will be earned if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives. The grant of Performance Units or Performance Shares shall specify that, before the Performance Shares or Performance Units shall be earned and paid, the Committee must determine that the Management Objectives have been satisfied.

d. Each grant shall specify the time and manner of payment of Performance Units or Performance Shares that have been earned. Any grant may specify that the amount payable with respect thereto may be paid by the Company to the Employee in cash, in shares of Common Stock or in any combination thereof, and may either grant to the Employee or retain in the Committee the right to elect among those alternatives.

e. Any grant of Performance Units may specify that the amount payable or the number of shares of Common Stock issued with respect thereto may not exceed maximums specified by the Committee at the Date of Grant. Any grant of Performance Shares may specify that the amount payable with respect thereto may not exceed a maximum specified by the Committee at the Date of Grant.

f. Each grant of Performance Units or Performance Shares shall be evidenced by an Evidence of Award, which shall contain such terms and provisions, consistent with this Plan and applicable sections of the Code, as the Committee may approve.

g. The Committee may, at or after the Date of Grant of Performance Shares, provide for the payment of dividend equivalents to the holder thereof on either a current or deferred or contingent basis, either in cash or in additional shares of Common Stock.

7. Restricted Shares. The Committee may also authorize the grant or sale of Restricted Shares to Participants. Each such grant or sale may utilize any or all of the authorizations, and shall be subject to all of the limitations, contained in the following provisions:

a. Each such grant or sale shall constitute an immediate transfer of the ownership of Common Stock to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to.

b. Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than Market Value per Share at the Date of Grant.

c. Each such grant or sale shall provide that the Restricted Shares covered by such grant or sale shall be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Committee at the Date of Grant and may provide for the earlier lapse of such substantial risk of forfeiture in the event of a Change in Control, retirement, or death or disability of the Employee or other similar transaction or event as approved by the Committee.

d. Each such grant or sale shall provide that during the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares shall be prohibited or restricted in the manner and to the extent prescribed by the Committee at the Date of Grant (which restrictions may include, without limitation, rights of repurchase or first refusal in the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee).

e. Any grant of Restricted Shares may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such shares. Each grant may specify in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of Restricted Shares on which restrictions will terminate if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives.

f. Any such grant or sale of Restricted Shares may require that any or all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and reinvested in additional Restricted Shares, which may be subject to the same restrictions as the underlying award.

g. Each grant or sale of Restricted Shares shall be evidenced by an Evidence of Award, which shall contain such terms and provisions, consistent with this Plan and applicable sections of the Code, as the Committee may approve. The Restricted Shares may be certificated or uncertificated, as determined by the Committee. Unless otherwise directed by the Committee, all certificates representing Restricted Shares shall be held in custody by the Company until all restrictions thereon shall have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such Shares.

8. Deferred Shares. The Committee may also authorize the grant or sale of Deferred Shares to Employees. Each such grant or sale may utilize any or all of the authorizations, and shall be subject to all of the requirements contained in the following provisions:

a. Each such grant or sale shall constitute the agreement by the Company to deliver Common Stock to the Employee in the future in consideration of the performance of services, but subject to the fulfillment of such conditions during the Deferral Period as the Committee may specify.

b. Each such grant or sale may be made without additional consideration or in consideration of a payment by such Employee that is less than the Market Value per Share at the Date of Grant.

c. Each such grant or sale shall be subject to a Deferral Period as determined by the Committee at the Date of Grant, and may provide for the earlier lapse or other modification of such Deferral Period in the event of a Change in Control, retirement, or death or disability of the Employee or other similar transaction or event as approved by the Committee.

d. During the Deferral Period, the Employee shall have no right to transfer any rights under his or her award and shall have no rights of ownership in the Deferred Shares and shall have no right to vote them, but the Committee may, at or after the Date of Grant, authorize the payment of dividend equivalents on such shares on either a current or deferred or contingent basis, either in cash or in additional shares of Common Stock.

e. Each grant or sale of Deferred Shares shall be evidenced by an Evidence of Award, which shall contain such terms and provisions, consistent with this Plan and applicable sections of the Code, as the Committee may approve.

9. Non-Employee Directors. The Board may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Directors who are not then Employees of Option Rights, Appreciation Rights, Restricted Shares, Deferred Shares, or any combination of the foregoing. Each grant of Option Rights, Appreciation Rights, Restricted Shares and Deferred Shares shall be upon terms and conditions consistent with Sections 4, 5, 7 and 8 of this Plan.

a. The Committee is authorized, subject to limitations under applicable law, to grant to any Employee such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common Stock or factors that may influence the value of Common Stock, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Common Stock, purchase rights for Common Stock, awards with value and payment contingent upon performance of the Company or business units thereof or any other factors designated by the Committee, and awards valued by reference to the book value of Common Stock or the value of securities of, or the performance of specified Subsidiaries or affiliates or other business units of, the Company. The Committee shall determine the terms and conditions of such awards. Common Stock delivered pursuant to an award in the nature of a purchase right granted under this Section 10 shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Common Stock, other awards, notes or other property, as the Committee shall determine.

b. Cash awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to this Section 10 of the Plan.

c. The Committee is authorized to grant Common Stock as a bonus, or to grant Common Stock or other awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements, subject to such terms as shall be determined by the Committee.

a. Except as otherwise determined by the Committee, no Option Right, Appreciation Right or other award granted under the Plan shall be transferable by a Participant other than by will or the laws of descent and distribution. Except as otherwise determined by the Committee, Option Rights and Appreciation Rights shall be exercisable during the Optionee’s lifetime only by him or her or by his or her guardian or legal representative.

b. The Committee may specify at the Date of Grant that part or all of the shares of Common Stock that are (i) to be issued or transferred by the Company upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Deferral Period applicable to Deferred Shares or upon payment under any grant of Performance Units or Performance Shares or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 7 of this Plan, shall be subject to further restrictions on transfer.

12. Adjustments. The Committee may make or provide for such adjustments in the numbers of shares of Common Stock covered by outstanding Option Rights, Appreciation Rights, Performance Shares, Deferred Shares and share-based awards described in Section 10 of the Plan granted hereunder, in the Option Price and Base Price provided in outstanding Appreciation Rights, and in the kind of shares covered thereby, as the Committee, in its sole discretion, exercised in good faith, may determine is equitably required to prevent dilution or enlargement of the rights of Participants or Optionees that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets (including, without limitation, a special or large non-recurring dividend), issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event, the Committee, in its discretion, may provide in substitution for any or all outstanding awards under this Plan such alternative consideration (or no consideration) as it, in good faith, may determine to be equitable in the circumstances and may require in connection therewith the surrender of all awards so replaced. The Committee may also make or provide for such adjustments in the numbers of shares specified in Section 3 of this Plan as the Committee in its sole discretion, exercised in good faith, may determine is appropriate to reflect any transaction or event described in this Section 12; provided, however, that any such adjustment to the number specified in Section 3(c)(i) shall be made only if and to the extent that such adjustment would not cause any Option intended to qualify as an Incentive Stock Option to fail so to qualify.

13. Fractional Shares. The Company shall not be required to issue any fractional Common Stock pursuant to this Plan. The Committee may provide for the elimination of fractions or for the settlement of fractions in cash.

14. Withholding Taxes. The Company shall have the right to deduct from any payment under this Plan an amount equal to the federal, state, local, foreign and other taxes which in the opinion of the Company are required to be withheld by it with respect to such payment and to the extent that the amounts available to the Company for such withholding are insufficient, it shall be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld. At the discretion of the Committee, such arrangements may include relinquishment of a portion of such benefit pursuant to procedures adopted by the Committee from time to time.

15. Foreign Employees. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Corporate Secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, shall include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the stockholders of the Company.

a. This Plan shall be administered by the Company’s Personnel and Compensation Committee of the Board. Notwithstanding the foregoing, the Board may perform any function of the Committee hereunder, and the Board shall perform all functions of the Committee with respect to any award for a Director who is not then an Employee, in which case the term “Committee” shall refer to the Board.

b. The interpretation and construction by the Committee of any provision of this Plan or of any Evidence of Award, agreement, notification or document evidencing the grant of Option Rights, Appreciation Rights, Restricted Shares, Deferred Shares, Performance Units, Performance Shares or any awards granted under Section 10 of the Plan and any determination by the Committee pursuant to any provision of this Plan or of any such Evidence of Award, agreement, notification or document shall be final, binding and conclusive. No member of the Committee shall be liable for any such action or determination made not in bad faith.

a. The Board may at any time and from time to time amend the Plan in whole or in part; provided, however, that any amendment which must be approved by the stockholders of the Company in order to comply with applicable law or the rules of the New York Stock Exchange or, if the Common Stock is not traded on the New York Stock Exchange, the principal national securities exchange upon which the Common Stock is traded or quoted, shall not be effective unless and until such approval has been obtained. Presentation of this Plan or any amendment thereof for stockholder approval shall not be construed to limit the Company’s authority to offer similar or dissimilar benefits under other plans or otherwise with or without stockholder approval. Without limiting the generality of the foregoing, the Board of Directors may amend this Plan to eliminate provisions which are no longer necessary as a result in changes in tax or securities laws or regulations, or in the interpretation thereof.

b. The Committee shall not, without the further approval of the stockholders of the Company, authorize the amendment of any outstanding Option Right or Appreciation Right to reduce the Option Price or Base Price. Furthermore, no Option Right or Appreciation Right shall be cancelled and replaced with awards having a lower Option Price or Base Price, respectively, without further approval of the stockholders of the Company. This Section 17(b) is intended solely to prohibit the repricing of “underwater” Option Rights and Appreciation Rights and shall not be construed to prohibit the adjustments provided for in Section 12 of this Plan.

c. The Committee also may permit Participants to elect to defer the issuance of Common Stock or the settlement of awards in cash under the Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan. The Committee also may provide that deferred issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts.

d. The Committee may condition the grant of any award or combination of awards authorized under this Plan on the deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the Participant.

e. In case of a Change in Control of the Company, or in the case of a termination of employment of a Participant by reason of death, disability or normal or early retirement, or in the case of hardship of a Participant or other special circumstances, the Committee may, in its sole discretion, accelerate the time at which any Option Right or Appreciation Right may be exercised or the time when a Performance Unit or Performance Share shall be deemed to have been fully earned or the time when a substantial risk of forfeiture or prohibition on transfer of Restricted Shares shall lapse or the time when a Deferral Period shall end. In addition, the Committee may, in its sole discretion, modify any Option Right or Appreciation Right to extend the period following termination of a Participant’s employment to the Company or any Subsidiary during which such award will remain outstanding and be exercisable, provided that no such extension shall result in any award being exercisable more than ten years after the Date of Grant.

f. This Plan shall not confer upon any Participant any right with respect to continuance of employment with the Company or any Subsidiary, nor shall it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s employment at any time.

g. Subject to Section 19, this Plan shall continue in effect until the date on which all Common Stock available for issuance or transfer under this Plan has been issued or transferred and the Company has no further obligation hereunder.

h. Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right or title to any assets, funds or property of the Company or any Subsidiary, including without limitation, any specific funds, assets or other property which the Company or any Subsidiary may set aside in anticipation of any liability under the Plan. A Participant shall have only a contractual right to an award or the amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.

i. This Plan and each Evidence of Award shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

j. If any provision of the Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or any award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Committee, it shall be stricken and the remainder of the Plan shall remain in full force and effect.

18. Applicable Laws. The obligations of the Company with respect to awards under the Plan shall be subject to all Applicable Laws and such approvals by any governmental agencies as the Committee determines may be required.

19. Termination. No grant shall be made under this Plan more than 10 years after the Effective Date, but all grants effective on or prior to such date shall continue in effect thereafter subject to the terms thereof and of this Plan.

a. Notwithstanding any other provision of the Plan to the contrary, with respect to any awards granted under the Plan which have not previously become vested as of October 1, 2007, the Plan and such awards are hereby amended, subject to the satisfaction of any participant consent requirements, to provide that the acquisition of a majority of the 6.0% Series B Convertible Preferred Stock of the Company by Ohio Plastics, LLC that may occur after October 1, 2007 and the transactions consummated in connection therewith (the “2007 Acquisition Transaction”) shall not constitute a “Change in Control” under the Plan and, accordingly, the occurrence of the 2007 Acquisition Transaction shall not result in any circumstances, events or changes being triggered solely as a result of the 2007 Acquisition Transaction including, without limitation, any of the following: (a) the accelerated vesting, exercisability, release, realization or payment of any such awards and (b) the deemed satisfaction of any performance criteria related to such awards.

b. With respect to awards granted under the Plan after February 22, 2007, the 2007 Acquisition Transaction shall not constitute a “Change in Control” under the Plan and, accordingly, the occurrence of the 2007 Acquisition Transaction shall not result in any circumstances, events or changes being triggered solely as a result of the 2007 Acquisition Transaction including, without limitation, any of the following: (a) the accelerated vesting, exercisability, release, realization or payment of any such awards and (b) the deemed satisfaction of any performance criteria related to any such awards.

c. Notwithstanding any other provision of the Plan to the contrary, with respect to any awards granted under the Plan which have not previously become vested or payable as of October 1, 2007 and which are based on a Performance Period or restriction period that includes the 2007 fiscal year of the Company, the Committee shall exclude from its determination of the achievement of the Management Objectives (as defined in Section 2 of the Plan) applicable to such awards the charges associated with the vesting of 159,734 shares of Common Stock due to the 2007 Acquisition Transaction and the transaction-related direct costs (up to a maximum of $500,000) associated with the 2007 Acquisition Transaction. Such adjustment shall be made in a manner that the Committee determines to be equitable and appropriate to accurately reflect the level of achievement of the Management Objectives without regard to such expenses or costs associated with the 2007 Acquisition Transaction.

1.1.

The purpose of the Milacron Inc. 2002 Short — Term Incentive Plan (the “Plan”) is to provide greater incentive to key employees by rewarding them with additional compensation for earning a return on capital in excess of the cost of capital and meeting or exceeding predetermined Critical Success Factors, and thereby adding economic value to the Company. The intent of the Plan is to establish goals for Participants with a portion of their ultimate award under the Plan to be determined by the achievement of economic value added targets and a portion of the award to be determined by the achievement of Critical Success Factor targets. The economic value added targets and the Critical Success Factor targets will be established on an annual basis and may change from year to year allowing the Company the flexibility to provide incentives in specific areas as needed. The Plan shall also assist in providing competitive compensation in order to allow the Company to attract and retain an outstanding management group.


2.1.		“Assigned Percentage” shall have the meaning assigned in Article 6.3.
2.2.		“Award” shall mean the benefit under this Plan earned by a Participant.
2.3.		“Award Percentage” shall have the meaning assigned in Article 7.5.
2.4.		“Base Incentive Award” shall be as set forth in Article 5.1 of this Plan.
2.5.		“Beneficial Owner” shall have the meaning assigned in Article 19.2.

2.6.

“Business Unit” shall mean such subgroups of the Company as designated by the Management Team from time to time and may consist of the entire operating groups, divisions, subsidiaries or subparts thereof.

2.7.

“Business Unit Cost of Capital” is calculated by multiplying the Business Unit’s Operating Capital by the Weighted Average Cost of Capital.

2.8.

“Business Unit Operating Capital” shall consist of the following with respect to each Business Unit:

2.8.1.

beginning of the Plan Year property, plant and equipment (including any asset recorded from the capitalization of leases, as required under SFAS Statement No. 13), plus

2.8.2.

Average inventory and accounts receivable exclusive of any reserve for doubtful accounts, plus

2.8.5.

Average advance payment — customer down payments and progress payments on unshipped orders, minus

Articles 2.8.2 through 2.8.7 above shall be determined by averaging the amounts of each Article at the end of the 12 accounting periods for the current Plan Year.

Also, in the event a joint venture contributes to Business Unit Operating Capital, the joint venture contribution shall be adjusted downward by the percentage of ownership of the Company’s joint venture partner.

2.10.

“Committee” shall mean the Personnel and Compensation Committee of the Board of Directors of Milacron Inc.

2.11.

“Company” shall mean Milacron Inc., and its consolidated subsidiaries.

2.12.

“Company Capital” is average shareholders’ equity of Milacron Inc. plus the average outstanding short-term and long-term consolidated debt (net of average cash and equivalents), including liabilities related to capitalized leases as required under FASB Statement No. 13 less the average goodwill accounted for on the books of the Company arising from acquisitions and less the net present value of the tax benefit arising from such goodwill. The average shareholders’ equity and the average short-term and long-term debt shall be determined by averaging the shareholders’ equity and the average short-term and long-term debt outstanding (net of average cash and equivalents) at the end of the preceding year with the shareholder’s equity and short-term and long-term debt outstanding (net of cash and equivalents) at the end of each quarter of the current Plan Year.

2.13.

“Company Cost of Capital” shall mean the product of Company Capital multiplied by Weighted Average Cost of Capital.

2.14.

“Critical Success Factor(s)” shall mean one or more measures established by the Committee for the Company or individual Participants therein or by the Management Team for each Business Unit or individual Participants therein which will be used to determine if Awards under this Plan have been earned. Different Critical Success Factors may be assigned to different Business Units and different Participants.

2.15.

“Discretionary Adjustments” shall mean an adjustment that may be made by the Committee to one or more Awards based upon individual, team, or Measurement Group performance. Adjustments can range from up to plus 30% or a reduction of 30%, or any percentage in between.

2.16.

“Earnings before Net Interest and Taxes on Income (EBIT)” — EBIT for a Business Unit shall mean the Business Unit’s reported operating profit (internal basis) minus any amount of earnings appropriately apportioned to a partner’s interest in a joint venture, and excluding the expense related to the current year’s short term incentive plan payout, and plus or minus such items of income or expense as the Committee may deem to be extraordinary or not appropriately included in the Plan. The projected Awards under this Plan shall be charged to each Business Unit and the Company for purposes of determining that Business Unit’s and the Company’s operating profit.

2.17.1.

For the Company, EVA shall mean the amount by which EBIT exceeds Company Cost of Capital.

2.17.2.

For a Business Unit other than the Company, EVA shall mean the amount by which the Business Unit’s EBIT exceeds Business Unit Cost of Capital.

(EVA for Business Unit other than the Company = Business Unit EBIT — Business Unit Cost of Capital)

2.19.

“Management Team” shall mean a group appointed by the CEO for the purpose of establishing EVA and Critical Success Factor targets for Business Units.

2.20.

“Measurement Group” shall mean the Company or Business Unit to which a Participant is assigned in accordance with Article 4.1 and whose financial results will determine if the Participant will receive an Award.

2.21.

“Participant Category” shall mean the categories described in Article 5.1.

2.22.

“Participants” shall mean those individuals meeting the criteria set forth in Article 4.1.

2.23.

“Participants’ Award Percentage” shall have the meaning given in Article 5.1.


2.24.		“Person” shall have the meaning assigned in Article 19.2.
2.25.		“Performance Percentage” shall have the meaning assigned in Article 7.4.
2.26.		“Plan Year”: The Plan Year shall coincide with the Company’s fiscal year.

2.27.

“Salary”: A Participant’s annual base wages paid during the Plan Year. Annual base pay does not include salary adjustments or other payments made because of overseas employment, payment made from incentive plans, ad hoc bonuses, commission bonus payments, relocation expenses or any payment made from any employee benefit plan.

2.28.

“Weighted Average Cost of Capital” shall mean the cost of capital experienced by the Company during the Plan Year as determined by the Treasurer using the formula set forth in Exhibit A.

3.1.

The Plan shall be effective for the Company’s fiscal years beginning after December 31, 2001. This Plan supersedes the Cincinnati Milacron 1996 Short-Term Management Incentive Plan (the “1996 Plan”) which is terminated as of January 1, 2002, with any payment earned by participants therein to be made in due course pursuant to the terms of the 1996 Plan.

4.1.

Participants shall be those key employees of the Company as identified by the Committee and shall include the officers of Milacron Inc. The Awards for a Participant shall be based on the results of the Measurement Group to which the Participant is assigned. The Committee shall designate the Participants to be assigned to the Company. The Management Team shall designate all other Participants for assignment to Business Units. If a Participant has simultaneous responsibilities in more than one Measurement Group, the award shall be determined by percentage allocation as determined by the Committee or the Management Team.

5.1.

Participant Categories appear below. The Committee shall determine to which Participant Category each Participant shall be assigned. The potential Base Incentive Award for each Participant shall be determined by the Participant Category to which the Participant is assigned. Each Participant’s potential Base Incentive Award shall be determined by multiplying the percentage below (the “Participant’s Award Percentage”) corresponding to the appropriate Participant Category by the Participant’s Salary.


Participant	Base Incentive Award Expressed
Category	As A Percentage of Salary
CEO		80	%
COO		60	%
I		50	%
II		40	%
III		25	%
IV		15	%

The Committee shall have sole discretion as to assignment of Participants to Participant Categories. The following sets forth guidelines as to Participant assignment:

Participant Category I: Key Officers of the Company and leaders of major Business Units.

Participant Category II: Key Directors of Business Units or Corporate Functions.

Participant Category III: Key Managers of Business Units or Corporate Functions.

Participant Category IV: Key Contributors of Business Units or Corporate Functions.

6.1.

Not later than 60 days following the commencement of each Plan Year, the Committee shall establish the EVA Range and the Critical Success Factor Range for the Company. The EVA Range and the Critical Success Factor Range shall each consist of a lower goal, a target goal and an upper goal established by the Committee. The Committee shall also establish the relative weight to be assigned to the EVA and Critical Success Factor portions of the measurement with the combination thereof equal to 100%. In the event the Critical Success Factor is composed of more than 1 component, the Committee shall assign a relative weight in percentage terms to each component thereof.

6.2.

Not later than 60 days following the commencement of each Plan Year, the Management Team shall establish the EVA Range and the Critical Success Factor Range for the Business Units and/or individual Participants. The EVA Range and the Critical Success Factor Range shall each consist of a lower goal, a target goal and an upper goal established by the Management Team. The Management Team shall also establish the relative weight to be assigned to the EVA and Critical Success Factor portions of the measurement with the combination thereof equal to 100%. In the event the Critical Success Factor is composed of more than 1 component, the Management Team shall assign a relative weight in percentage terms to each component thereof.

6.3.

The relative percentages assigned to the EVA and Critical Success Factor portions of the measurement shall each be an “Assigned Percentage”.

7.1.

Award amounts are subject to adjustment as described in Article 8 herein, and may be earned by the achievement of the EVA and/or the Critical Success Factor goals established pursuant to Article 6. A Participant’s Award shall be an amount that is determined based on the linear progression calculated by the Company.

7.2.

At the end of the Plan Year, the Company shall calculate a Participant’s potential Base Incentive Award. The Company shall also calculate a linear progression relating the EVA lower goal to the EVA target goal, and a linear progression relating the EVA target goal to the EVA upper goal. For purposes of the linear progression, the lower goal shall be assigned a value of 25%, the target goal shall be assigned a value of 100% and the upper goal shall be assigned a value of 200%.

7.3.

The Company shall calculate linear progressions for the Critical Success Factor in the same manner as calculated for EVA.

7.4.

The Company shall determine the EVA and Critical Success Factor performance of each Measurement Group through comparison to the appropriate linear progression and stating that performance in terms of a percentage (the “Performance Percentage”).

7.5.

The Performance Percentages for each Measurement Group shall be multiplied by the appropriate “Assigned Percentage” and the products thereof shall be added together (the “Award Percentage”).

7.6.

Each Participant shall, subject to adjustment as stated in Article 8 herein, receive an Award equal to the Award Percentage of the Participant’s Measurement Group multiplied by the Participant’s Base Incentive Award.

7.7.1.1.

For Participants assigned to the CEO and levels I, II and III Participant Categories, there shall be no upper limit to the portion of the Award associated with the Critical Success Factor provided that the Company is generating positive cash flow net of Awards paid hereunder. Otherwise, the portion of the Award associated with the Critical Success Factor is capped at 200% of the portion of the Base Incentive Award attributable to Critical Success Factor performance.

7.7.1.2.

For Participants assigned to the level IV Participant Category, the portion of the Award associated with the Critical Success Factor is capped at 400% of the portion of the Base Incentive Award attributable to Critical Success Factor performance.

7.7.1.3.

For all Participants, the portion of the Award associated with EVA shall be capped at 200% of the portion of the Base Incentive Award attributable to EVA performance.

8.1.

The Committee may apply a Discretionary Adjustment at any time to increase or decrease a Participant’s Award under this Plan. Such Discretionary Adjustment shall be recommended for Committee consideration by the CEO.

8.2.

The Committee shall have the right to adjust earnings and/or assets and or cash flow of the Company and/or Business Units as it may deem appropriate for any unusual or non-recurring items.

8.3.

The Committee shall have the right to adjust target goals as it may deem appropriate for any unusual or non-recurring items.

8.4.

Notwithstanding any other provision of the Plan to the contrary, regarding the acquisition of a majority of the 6.0% Series B Convertible Preferred Stock of the Company by Ohio Plastics, LLC that may occur after October 1, 2007 and the transactions consummated in connection therewith (the “2007 Acquisition Transaction”), the determination of the amount payable under the Plan for any Participant with respect to the Company’s fiscal year ending on December 31, 2007 shall be determined without regard to the charges related to the vesting of 159,734 shares of common stock of the Company due to the 2007 Acquisition Transaction and the transaction-related direct costs (up to a maximum of $500,000) associated with the 2007 Acquisition Transaction.

9.1.

In addition to Awards under this Plan, the CEO can, subject to approval by the Committee, make discretionary bonus grants to individuals, not included in this Plan, for specific outstanding performances during the year. It shall be the responsibility of the Milacron Inc. officers to recommend individuals for these bonuses each year, giving detailed information on the performance being recognized.

10.1.

Payments shall be made no later than March 15, or as soon as administratively practicable thereafter, following the Plan Year for which the Awards are earned.

10.2.

Awards shall be paid in one lump sum to Participants, unless deferred in whole or part pursuant to Article 11.1. The amounts calculated pursuant to the terms herein shall be the gross amount payable to the Participant. The Company shall make all withholdings required by law. Participants shall not be allowed to elect any type of voluntary deductions from bonus amounts.

10.3.

For those Business Units reporting in a currency other than U.S. dollars, Awards will be calculated in the Business Units’ local currency.

11.1.

Should tax laws allow individuals to defer receipt and taxation on compensation, Participants may be allowed to request deferral of all or a portion of their Awards pursuant to any plan for the deferral of compensation which the Company may have in effect from time to time.

12.1.

In the event a Participant ceases to be a Participant as a result of death, retirement or disability (as those terms are defined in the Milacron Retirement Plan), the individual or the individual’s estate shall receive any Award under this Plan at the time stated in Article 10 above if an Award becomes earned at the end of the Plan Year in which the Participant died, retired or became disabled, except that the amount of Award shall be prorated for the amount of time during the Plan Year that the individual was employed by the Company.

12.2.

Unless otherwise determined by the Committee, in the event a Participant ceases to be a Participant for any reason other than stated in Article 12.1, the individual shall immediately cease to be an eligible employee under this Plan and the individual shall not receive an Award hereunder related to the Plan Year in which the individual ceased to be a Participant. If the individual ceased to be a Participant as stated in this Article 12.2 after the end of a Plan Year, but prior to the pay-out of the Award, if any was earned, the individual will receive payment of the Award at the same time as if the individual had remained employed by the Company.

13.1.

In the event the EVA or Critical Success Factors used to determine a Participant’s Award under this Plan change during a Plan Year due to the Participant transferring from one Measurement Group to another or otherwise, all calculations under this Plan shall be prorated for the amount of the Plan Year in which each EVA or Critical Success Factor applied to the Participant.

14.1.

In the event an individual becomes a Participant during the Plan Year, amounts payable hereunder shall be prorated for the portion of the Plan Year in which the individual was a Participant.

15.1.

The Plan shall be administered by the Committee. The Committee shall have sole and complete authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the operation of the Plan as it shall from time to time deem advisable and to interpret the terms and provisions of the Plan.

16.1.

At the request of the Committee, the calculations under this Plan shall be reviewed for accuracy by the Company’s independent auditors using such procedures as necessary under the circumstances.

17.1.

The Committee may suspend, terminate or amend this Plan at any time. Amendments may be applied retrospectively to the beginning of the then current Plan Year, but shall not affect Awards related to Plan Years that were completed prior to the time of the amendment.

18.1.

Nothing contained in this Plan guarantees the continued employment of a Participant with the Company.

18.2.

No award hereunder may be assigned, pledged, mortgaged or hypothecated and, to the extent permitted by law, no such award shall be subject to legal process or attachment for the payment of any claims against any Participant entitled to receive the same.

18.3.

Payments made under this Plan shall be subject to withholding as shall at the time be required under any income tax or other laws, whether of the United States or any other jurisdiction.

18.4.

The provisions of the Plan shall be construed according to the laws of the State of Ohio.

19.1.

In the event of a Change of Control and within 60 days thereafter, Participants shall receive a lump sum cash amount equal to the Participant’s Base Incentive Award for the year in which such Change in Control occurs as calculated pursuant to the terms herein. A “Change in Control” occurs if:

19.1.1.

a Person or Group other than a trustee or other fiduciary of securities held under an employee benefit plan of the Company or any of its subsidiaries, is or becomes a Beneficial Owner, directly or indirectly, of stock of the Company representing 20% or more of the total voting power of the Company’s then outstanding stock and securities; provided, however, that for purposes of this Article 19.1.1, the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i) of Article 19.1.3;

19.1.2.

individuals who, as of the date hereof, constitute the Board of Directors of Milacron Inc. (the “Incumbent Board”), cease for any reason to constitute a majority thereof; provided, however, that any individual becoming a director whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least 60% of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person or Group other than the Board;

19.1.3.

there is consummated a merger, consolidation or other corporate transaction, other than (i) a merger, consolidation or transaction that would result in the voting securities of the Company outstanding immediately prior to such merger, consolidation or transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 66% of the combined voting power of the stock and securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or transaction, or (ii) a merger, consolidation or transaction effected to implement a recapitalization of the Company (or similar transaction) in which no Person or Group is or becomes the Beneficial Owner, directly or indirectly, of stock and securities of the Company representing more than 20% of the combined voting power of the Company’s then outstanding stock and securities;

19.1.4.

the sale or disposition by the Company of all or substantially all of the Company’s assets other than a sale or disposition by the Company of all or substantially all of the assets to an entity at least 66% of the combined voting power of the stock and securities which is owned by Persons in substantially the same proportions as their ownership of the Company’s voting stock immediately prior to such sale; or

19.1.5.

the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

19.2.

19.3

19.4

Notwithstanding any other provision of the Plan to the contrary, the 2007 Acquisition Transaction shall not constitute a “Change in Control” under the Plan and, accordingly, the occurrence of the 2007 Acquisition Transaction shall not result in any circumstances, events or changes being triggered solely as a result of the 2007 Acquisition Transaction including, without limitation, the accelerated payment of each Participant’s “Base Incentive Award” under the Plan.

September 16, 1987
Amended July 15, 1997
Amended February 5, 1999
Amended November 3, 2000
Amended June 5, 2003
Amended June 8, 2004
Amended October 1, 2007

This Plan was approved by the Board of Directors on September 15, 1987, to provide supplemental retirement benefits to certain officers of Milacron Inc.

The term Plan means the Milacron Supplemental Retirement Plan as described in this document.

The following terms shall have the same meanings as those defined in the Milacron Retirement Plan, hereinafter called the Retirement Plan -

For purposes of this Plan, the term Highest Average Compensation shall be determined using “Compensation” as defined under the Milacron Retirement Plan without regard to any dollar limitations and including employee deferrals under the Milacron Compensation Deferral Plan.

The term Recipient shall mean a Participant who also holds one of the following offices in Milacron Inc.: Chairman, President, Vice President, Treasurer, Secretary or Controller.

As used in this document, the words “he”, “him” and “his” shall be taken to refer equally, to a man or a woman.

Subject to the possible choice of a different form of benefit as provided in Section 8, a Recipient shall receive, beginning on his Benefit Commencement Date and ending on the first day of the month in which he dies, a monthly pension equal to one-twelfth of the net annual benefit defined in Section 6, provided that his benefit has become vested as provided in Section 9.

The net annual benefit shall consist of a gross amount, as defined in Section 7, reduced by the sum of (a) the Recipient’s Accrued Benefit under the Retirement Plan, and (b) the product obtained by multiplying 1/70th of his Primary Social Security Benefit by the number, not in excess of 35, of his years of Credited Service.

The gross amount for any Recipient shall be 1.5% of his Highest Average Compensation multiplied by the number (not greater than 35) of his Years of Credited Service and shall be adjusted to reflect an Actuarial Equivalent unless retirement is elected under a Company sponsored temporary early retirement program.

A Recipient shall have options to elect different forms of benefit, and his spouse shall have pre-retirement survivor benefits and costs associated therewith, consistent with those provided by the Retirement Plan. Elections made under the Retirement Plan and under this Plan need not be the same.

Unless forfeited pursuant to Section 13, a Recipient’s benefit shall become vested -

(c)

on the date of his involuntary termination of employment before reaching the age of 55 but after completion of ten Years of Credited Service; or

(d)

on the date of his “Qualifying Termination” (as defined in Schedule A, attached hereto) following a “Change in Control” (as defined in Schedule B, attached hereto).

Notwithstanding the foregoing, the Personnel and Compensation Committee of the Board, in its sole discretion, may specify in writing a different vesting schedule or date applicable to any Recipient.

10.

By accepting payment of any benefit under the Plan the Recipient agrees not to be employed, or consult, in any business which is, or is about to be, engaged in a business of the same or substantially the same nature as the businesses of the Company or its subsidiaries without prior written consent of the Company, and breach of this agreement by the Recipient shall be cause for termination of payment of benefits under the Plan.

11.

The establishment of the Plan shall not be construed as conferring any legal rights upon any Recipient or other person for a continuation of employment, nor shall it interfere with the rights of the Company to discharge any Recipient and to treat him without regard to the effect which such treatment might have upon him as a Recipient.

12.

Any benefit payable under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, lien or charge, and any attempt to cause any such benefit to be so subjected shall not be recognized except to such extent as may be required by law.

13.

In the event that a Recipient shall at any time be convicted of a crime involving dishonesty or fraud on his part in his relationship with the Company, all benefits which would otherwise by payable to him under the Plan shall be forfeited.

14.

The Plan shall be administered by the Personnel and Compensation Committee of the Board.

15.

The Company shall have the right to deduct from each payment to be made under the Plan any required withholding taxes.

16.

In the event that a Recipient is unable to care for his affairs because of illness or accident, the Board may direct that any benefit payment due him, unless claim shall have been made therefor by a duly appointed legal representative, be paid to his spouse, a child, a parent or other blood relative, or to a person with whom he resides, and any such payment so made shall be a complete discharge of the liabilities of the Plan therefor.

17.

The Board reserves the right to modify or to amend, in whole or in part, or to terminate, this Plan at any time, provided however, that the Plan shall not be modified, amended or terminated during the 24-month period beginning on the date of a Change in Control. However, no modification, amendment or termination of the Plan shall adversely affect the right of any Recipient to receive the benefits granted to him under the Plan before the date of modification, amendment or termination.

18.

Amounts, if any, contributed to the Plan by the Company shall be held in trust, but shall not be held for the separate account of any Recipient.

20.

Notwithstanding the foregoing, supplemental benefit payments may be made from this Plan pursuant to such severance and retirement arrangements or agreements as determined by the Company. Such benefit payments shall be subject to the provisions of Sections 10-19 hereof, and the participants receiving such benefit payments shall be treated as Recipients for purposes of applying those Sections.

21.

Effective June 8, 2004, as a result of the transfer to the Plan of the “restoration benefit” under the Milacron Compensation Deferral Plan (the “Deferral Plan”), (i) each participant of the Deferral Plan who was receiving or entitled to receive a restoration benefit as of June 8, 2004 shall become a Participant of the Plan for purposes of the receipt of the restoration benefit thereafter payable from the Plan (a “Former Deferral Participant”) and (ii) each Former Deferral Participant shall be entitled to a restoration benefit from the Plan as provided under Schedule C attached hereto.

22.

The acquisition of a majority of the 6.0% Series B Convertible Preferred Stock of the Company by Ohio Plastics, LLC that may occur after October 1, 2007 and the transactions consummated in connection therewith (the “2007 Acquisition Transaction”) shall not constitute a “Change in Control” under the Plan and, accordingly, the occurrence of the 2007 Acquisition Transaction shall not result in any circumstances, events or changes being triggered solely as a result of the 2007 Acquisition Transaction including, without limitation, any of the following: (a) the accelerated vesting of benefits under Section 9(d) upon a Qualifying Termination following a Change in Control and (b) the prohibition in Section 17 on the modification, amendment or termination of the Plan by the Board during the 24-month period beginning on the date of a Change in Control.

A “Qualifying Termination” shall mean (i) a termination of the individual’s employment by the Company for any reason other than for “Cause” or “Disability” (as defined below) during the “Protection Period” (as defined below), or (ii) the individual’s termination of employment for “Good Reason” (as defined below) during the Protection Period.

(a) Disability. If the individual is absent from duties with the Company on a full-time basis for eighteen consecutive months due to a physical or mental incapacity, and the individual has not returned to the full-time performance of the individual’s duties within thirty (30) days after written Notice of Termination is given to the individual by the Company, such termination shall be considered to be termination by the Company for “Disability” for purposes of this Exhibit.

(b) Cause. The Company may terminate the individual’s employment for Cause. For purposes of this Schedule only, the Company shall have “Cause” to terminate the individual’s employment hereunder only on the basis of (i) the individual’s fraud on, or misappropriation or embezzlement of assets of, the Company that causes material harm to the Company or (ii) the individual’s willful and continued failure to substantially perform the individual’s duties hereunder (other than any such failure resulting from the individual’s mental or physical incapacity or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination, as defined in Paragraph (d), by the individual for Good Reason, as defined below); provided, however, that “Cause” shall occur with respect to clause (ii) of this sentence only if such action constituting Cause has not been corrected or cured by the individual within 30 days after the individual has received written notice from the Company of the Company’s intent to terminate the individual’s employment for Cause and specifying in detail the basis for such termination. For purposes of this Paragraph, no act, or failure to act, on the individual’s part shall be considered “willful” unless done, or omitted to be done, by the individual in bad faith and without reasonable belief that the individual’s action or omission was in the best interests of the Company. Notwithstanding the foregoing, the individual shall not be deemed to have been terminated for Cause unless and until delivery to the individual of a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the individual and an opportunity for the individual, together with the individual’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board the individual was guilty of conduct set forth in clause (i) or (ii) of this Paragraph and specifying the particulars thereof in detail.

(c) Good Reason. The individual shall be entitled to terminate the individual’s employment for Good Reason at any time following a Change in Control. For purposes of this Schedule, “Good Reason” shall exist in the event of the occurrence of any of the following without the individual’s express prior written consent:

(i) any diminution of, or the assignment to the individual of duties inconsistent with, the individual’s position, duties, responsibilities and status with the Company immediately prior to a Change in Control, an adverse change in the individual’s titles or offices as in effect immediately prior to a Change in Control, or any removal of the individual from, or any failure to reelect the individual to, any of such positions, except in connection with the individual’s termination of employment for Disability or Cause or as a result of the individual’s death or by the individual other than for Good Reason;

(ii) a reduction by the Company in the individual’s base salary as in effect on the date of a Change in Control or as the same may be increased from time to time during the term of any agreement between the Company and the individual;

(iii) the Company’s failure to continue any benefit plan or arrangement (including, without limitation, the Company’s life insurance, post-retirement benefits, and comprehensive medical plan coverage) in which the individual participated at the time of a Change in Control (or any other plans providing the individual with substantially similar benefits) (hereinafter referred to as “Benefit Plans”), or any action by the Company that would adversely affect the individual’s participation in or materially reduce the individual’s benefits under any such Benefit Plan or deprive the individual of any material fringe benefit enjoyed by the individual at the time of a Change in Control;

(iv) the Company’s failure to continue in effect, or continue payments under, any incentive plan or arrangement (including, without limitation, any equity-based plan or arrangement) in which the individual participated at the time of a Change in Control (hereinafter referred to as “Incentive Plans”) or any action by the Company that would adversely affect the individual’s participation in any such Incentive Plans or reduce the individual’s benefits under any such Incentive Plans;

(v) a relocation of the Company’s principal executive offices to a location outside the Cincinnati, Ohio metropolitan area or relocation of the individual’s primary workplace to any place other than the location at which the individual performed the individual’s duties immediately prior to a Change in Control;

(vi) the Company’s failure to provide the individual with the number of paid vacation days to which the individual was entitled at the time of a Change in Control;

(vii) the Company’s material breach of any provision of any agreement between the Company and the individual regarding severance benefits following a Change in Control;

(viii) the Company’s purported termination of the individual which is not effected pursuant to a Notice of Termination satisfying the requirements of Paragraph (d);

(d) Notice of Termination. Any purported termination of the individual by the Company or by the individual shall be communicated by written Notice of Termination to the other party in accordance with Paragraph (f) hereof. For purposes of this Schedule, a “Notice of Termination” shall mean a notice that indicates the specific termination provision in this Schedule relied upon and the facts, if any, supporting application of such provision.

(e) Date of Termination: Dispute Concerning Termination. “Date of Termination” shall mean (i) if the individual’s employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that the individual has not returned to the performance of the individual’s duties on a full-time basis during such thirty (30) day period) or (ii) if the individual’s employment is terminated by the Company for any reason other than Disability or by the individual for any reason, the date specified in the Notice of Termination (which, in the case of a termination by the Company shall not be less than thirty (30) days, and in the case of a termination by the individual shall not be more than sixty (60) days, respectively, from the date such Notice of Termination is given); provided, however, that if the party receiving the Notice of Termination notifies the other party within thirty (30) days after the date such Notice of Termination is given that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally resolved, either by mutual written agreement of the parties or by a binding arbitration award referred to in Paragraph (g); and provided, further that the Date of Termination shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice shall pursue the resolution of such dispute with reasonable diligence. The Company shall continue the individual as a participant in the plan until the dispute is finally resolved in accordance with this Schedule. For purposes of determining whether any Qualifying Termination has occurred during the Protection Period, the date a Notice of Termination is given pursuant to this Schedule shall be deemed the date of the individual’s Qualifying Termination.

(f) Notice. For the purposes of this Schedule, notices and all other communications provided for in the Schedule shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, as follows:

(i) if, to the individual, to the individual’s current address on file with the Company;


(ii) if, to the Company, to: Attn:		Milacron Inc. 4701 Marburg Avenue Cincinnati, Ohio 45209 Secretary

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

(g) Arbitration. Any dispute or controversy arising under or in connection with this Schedule shall be settled exclusively by arbitration in Cincinnati, Ohio in accordance with the rules of (but not necessarily appointed by) the American Arbitration Association then in effect except as provided herein. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. No such arbitration proceedings shall be commenced or conducted until at least sixty (60) days after the parties, in good faith, shall have attempted to resolve such dispute by mutual agreement; and the parties hereby agree to endeavor in good faith to resolve any dispute by mutual agreement. If mutual agreement cannot be attained, any disputing party, by written notice to the other (“Arbitration Notice”) may commence arbitration proceedings. Such arbitration shall be conducted before a panel of three arbitrators, one appointed by each party within thirty (30) days after the date of the Arbitration Notice, and one chosen within sixty (60) days after the date of the Arbitration Notice by the two arbitrators appointed by the disputing parties. Any Cincinnati, Ohio court of competent jurisdiction shall appoint any arbitrator that has not been appointed within such time periods. Judgment may include costs and attorneys fees and may be entered in any court of competent jurisdiction.

(h) Definitions. For purposes of this Schedule, “Company” shall mean Milacron Inc., “Protection Period” shall mean the 24-month period beginning on the date of a Change in Control, and “Board” shall mean the Board of Directors of Milacron Inc. and “Change in Control” shall have the meaning set forth in Schedule B.

(a) a Person or Group other than a trustee or other fiduciary of securities held under an employee benefit plan of the Company or any of its subsidiaries, is or becomes a Beneficial Owner, directly or indirectly, of stock of the Company representing 20% or more of the total voting power of the Company’s then outstanding stock and securities; provided, however, that for purposes of this Paragraph (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction which complies with clause (i) of Paragraph (c) of this Schedule.

(b) individuals who, as of the date hereof, constitute the Board of Directors of the Company (the “Incumbent Board”), cease for any reason to constitute a majority thereof; provided, however, that any individual becoming a director whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least 60% of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person or Group other than the Board of Directors of the Company;

(c) there is consummated a merger, consolidation or other corporate transaction, other than (i) a merger, consolidation or transaction that would result in the voting securities of the Company outstanding immediately prior to such merger, consolidation or transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least sixy-six and two thirds percent of the combined voting power of the stock and securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or transaction, or (ii) a merger, consolidation or transaction effected to implement a recapitalization of the Company (or similar transaction) in which no Person or Group is or becomes the Beneficial Owner, directly or indirectly, of stock and securities of the Company representing more than 20% of the combined voting power of the Company’s then outstanding stock and securities;

(d) the sale or disposition by the Company of all or substantially all of the Company’s assets other than a sale or disposition by the Company of all or substantially all of the assets to an entity at least sixy-six and two thirds percent of the combined voting power of the stock and securities which is owned by Persons in substantially the same proportions as their ownership of the Company’s voting stock immediately prior to such sale; or

(e) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

“Company” shall mean Milacron Inc. “Person” shall mean any person (as defined in Section 3(a)(9) of the Securities Exchange Act (the “Exchange Act”), as such term is modified in Section 13(d) and 14(d) of the Exchange Act) other than (i) any employee plan established by the Company, (ii) any affiliate (as defined in Rule 12b-2 promulgated under the Exchange Act) of the Company, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company. “Group” shall mean any group as defined in Section 14(d)(2) of the Exchange Act. “Beneficial Owner” shall mean beneficial owner as defined in Rule 13d-3 under the Exchange Act.

The purpose of this Schedule C is to restore retirement benefits to eligible Former Deferral Participants whose benefit under the Retirement Plan is reduced due to participation in the Deferral Plan.

(a) Eligibility. A Former Deferral Participant (in this Schedule C, a “Participant”) shall be eligible for a benefit under this Schedule C if:

(iii) The Participant is not eligible to participate in the Milacron Supplemental Pension Plan, Milacron Supplemental Retirement Plan (other than this Schedule C), Milacron Supplemental Executive Retirement Plan or the Milacron Supplemental Executive Pension Plan.

(b) Benefit. A Participant’s vested benefit under this Schedule C shall be a monthly amount equal to the amount determined under the terms of the Retirement Plan as of the Participant’s or surviving spouse’s “benefit commencement date” (as defined in the Retirement Plan) in the form of payment as elected or determined under the Retirement Plan, calculated using the Participant’s “highest average compensation” (as defined under the Retirement Plan, except that “compensation” for a year shall include employee deferrals made under the Deferral Plan with respect to that year) reduced by the monthly amount determined as of the Participant’s or surviving spouse’s benefit commencement date under the Retirement Plan, in the form of payment as elected or determined under the Retirement Plan, calculated without regard to this Schedule C.

(c) Benefit Commencement Date and Payment Options. Benefits under this Schedule C shall commence at the same time and in the same payment form as the Participant or surviving spouse has elected under the Retirement Plan and shall cease at the time benefits cease under the Retirement Plan. Notwithstanding the foregoing, the Company may, in its sole discretion, elect to pay such benefits in a single lump sum determined using the actuarial assumptions used to calculate lump sum amounts as set forth in the Retirement Plan.

(d) Vesting. Unless forfeited pursuant to the applicable provisions of the Plan pursuant to subsection (e) below, a Participant’s benefit under the Schedule C shall become vested at the same time the Participant’s benefit under the Retirement Plan becomes vested.

(e) Additional Provisions. The restoration benefit shall be subject to the provisions of Sections 10-19 of the Plan, and the Participants receiving such restoration benefit shall be treated as Recipients for purposes of those Sections.

September 10, 1980
Amended July 16, 1985
Amended July 15, 1997
Amended February 5, 1999
Amended October 1, 2007

This Plan is an amended version of the plan originally approved by the Board of Directors on September 10, 1980, to provide supplemental retirement benefits to certain officers of the Company, as described in letters to them dated September 26, 1980.

The term Plan means the Milacron Supplemental Pension Plan as described in this document.

The following terms shall have the same meanings as those defined in the Milacron Retirement Plan, hereinafter called the Retirement Plan -

The term Recipient shall mean a Participant who has been designated by the Board as being entitled to benefits under the Plan.

As used in this document, the words “he”, “him” and “his” shall be taken to refer equally to a man or a woman.

The net annual benefit shall consist of a gross amount, as defined in Section 7, reduced by the sum of (a) the Recipient’s Accrued Benefit under the Retirement Plan, (b) one-half of his Primary Social Security Benefit, and (c) the annual amount of a straight life annuity computed as the Actuarial Equivalent of any and all pensions paid or payable to him by employers other than the Company.

The gross amount for any Recipient shall be the sum of (a) 1.5% of his Highest Average Compensation multiplied by the number (not greater than 35) of his Years of Credited Service, and (b) 1% of his Highest Average Compensation multiplied by the number (not greater than 12) of his years of service as an officer of the Company; provided, however, that the gross amount shall not be less than 52.5%, nor greater than 64.5%, of his Highest Average Compensation.

A Recipient shall have options to elect different forms of benefit, and his spouse shall have pre-retirement survivor benefits, consistent with those provided by the Retirement Plan. Elections made under the Retirement Plan and under this Plan need not be the same.

Unless forfeited pursuant to Section 13, a Recipient’s benefit shall become vested -

(c)

on the date of his involuntary termination of employment before reaching the age of 55 but after completion of ten Years of Credited Service; or

(d)

on the date of his “Qualifying Termination” (as defined in Schedule A, attached hereto) following a “Change in Control” (as defined in Schedule B, attached hereto).

10.

11.

12.

13.

In the event that a Recipient shall at any time be convicted of a crime involving dishonesty or fraud on his part in his relationship with the Company, all benefits which would otherwise be payable to him under the Plan shall be forfeited.

14.

The Plan shall be administered by the Personnel and Compensation Committee of the Board.

15.

The Company shall have the right to deduct from each payment to be made under the Plan any required withholding taxes.

16.

17.

18.

Amounts, if any, contributed to the Plan by the Company shall be held in trust, but shall not be held for the separate account of any Recipient.

20.

The acquisition of a majority of the 6.0% Series B Convertible Preferred Stock of the Company by Ohio Plastics, LLC that may occur after October 1, 2007 and the transactions consummated in connection therewith (the “2007 Acquisition Transaction”) shall not constitute a “Change in Control” under the Plan and, accordingly, the occurrence of the 2007 Acquisition Transaction shall not result in any circumstances, events or changes being triggered solely as a result of the 2007 Acquisition Transaction including, without limitation, any of the following: (a) the accelerated vesting of benefits under Section 9(d) upon a Qualifying Termination following a Change in Control and (b) the prohibition in Section 17 on the modification, amendment or termination of the Plan by the Board during the 24 month period beginning on the date of a Change in Control.

(vi) the Company’s failure to provide the individual with the number of paid vacation days to which the individual was entitled at the time of a Change in Control;

(vii) the Company’s material breach of any provision of any agreement between the Company and the individual regarding severance benefits following a Change in Control;

(viii) the Company’s purported termination of the individual which is not effected pursuant to a Notice of Termination satisfying the requirements of Paragraph (d);

(i) if, to the individual, to the individual’s current address on file with the Company;


(ii) if, to the Company, to: Attn:		Milacron Inc. 4701 Marburg Avenue Cincinnati, Ohio 45209 Secretary

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

(e) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

January 1, 1994
Amended July 15, 1997
Amended July 30, 1998
Amended February 5, 1999
Amended July 25, 2002
Amended October 1, 2007

The purpose of the Milacron Supplemental Executive Retirement Plan (the “Plan”) is to provide supplemental retirement benefits to certain key employees of Milacron Inc. and its subsidiaries (the “Company”) who meet the eligibility requirements of the Plan.

“Benefit Commencement Date” — shall be the date as determined by Article IX herein.

“Compensation” — shall have the same meaning as that term is defined in the Milacron Retirement Plan, without regard to any dollar limitations and including employee deferrals under the Milacron Compensation Deferral Plan.

“Compensation Committee” — shall mean the Compensation Committee of the Milacron Inc. Board of Directors.

“Eligible Position” — shall mean the position of Chairman, President or Vice President of Milacron Inc. held by an individual who is first elected to the position of either Chairman, President or Vice President of Milacron Inc. prior to July 30, 1998 and who continues to hold any such position after July 30, 1998 or any specific position held by an individual subsequent to that individual’s designation as a key employee by the Compensation Committee for purposes of this Plan.

“Highest Average Compensation” — shall mean the highest average of the Participant’s Compensation for three consecutive years.

“Normal Retirement Date” — shall have the same meaning as that term is defined in the Milacron Retirement Plan.

“Participant” — shall mean an individual eligible to participate in this Plan as set forth in Article V.

“Years of Credited Service” — shall have the same meaning as that term is defined in the Milacron Retirement Plan.

This Plan will be effective beginning January 1, 1994. The Plan year shall coincide with the calendar year.

Individuals may not participate in both this Plan and the Milacron Supplemental Pension Plan or the Milacron Supplemental Executive Pension Plan. Individuals eligible to participate in this Plan and the Milacron Supplemental Pension Plan or the Milacron Supplemental Executive Pension Plan must inform the Compensation Committee at the time of termination of the employment relationship between the Company and the individual as to which plan the individual shall participate.

An individual shall be eligible to participate in the Plan and thus become a “Participant” if:

(i)

the individual remains in the employ of the Company at least until his Normal Retirement Date; or,

(ii)

the individual is an employee of the Company on or after his 55th birthday and has at least ten (10) Years of Credited Service with the Company; or,

(iii)

the individual terminates employment with the Company due to disability as set forth in Article VIII, below. Or,

The individual dies while holding an Eligible Position as set forth in Article X, below.

Notwithstanding the foregoing, the Compensation Committee, in its sole discretion, may at any time specify in writing that an individual who holds an Eligible Position and is not otherwise a Participant under the Plan in accordance with this Article V., shall become Participant under the Plan.

Participants who have ten (10) Years of Credited Service or more as an officer of Milacron Inc. shall receive as the annual benefit as of the Benefit Commencement Date the greater of: (i) one percent (1%) of the Participant’s Highest Average Compensation for each Year of Credited Service the Participant served as an officer of Milacron Inc., however, in no event shall this annual benefit exceed ten percent (10%) of the Participant’s Highest Average Compensation; or, (ii) an amount necessary to increase the Participant’s combined annual benefits under this Plan, the Milacron Retirement Plan, the Milacron Retirement Savings Plan, the Milacron Compensation Deferral Plan and the Milacron Inc. Supplemental Retirement Plan to fifty-two and one half percent (52.5%) of the Participant’s Highest Average Compensation.

For purposes of this Plan, the Participant’s vested account balance, if any, attributable to Employer Basic Contributions under the Milacron Retirement Savings Plan and Basic Credits and Discretionary Credits under the Milacron Compensation Deferral Plan will be converted to an actuarially equivalent annual benefit payable for the Participant’s lifetime commencing at the Participant’s Benefit Commencement Date, determined based on the actuarial assumptions used to calculate lump sum amounts as set forth in the Milacron Retirement Plan.

All other Participants shall receive as the annual benefit as of the Benefit Commencement Date, one percent (1%) of the Participant’s Highest Average Compensation for each Year of Credited Service the Participant served in an Eligible Position, however, in no event shall this annual benefit exceed ten percent (10%) of the Participant’s Highest Average Compensation.

In no event shall a Participant receive total combined annual benefits from this Plan, the Milacron Retirement Plan, the Milacron Retirement Savings Plan (as determined under Article VI), the Milacron Compensation Deferral Plan (as determined under Article VI) and the Milacron Inc. Supplemental Retirement Plan in excess of 60% of the Participant’s Highest Average Compensation and benefits from this Plan shall be reduced accordingly, if necessary.

An individual who terminates employment with the Company due to disability prior to his 55th birthday will be a Participant if:

(iii)

the disability is certified by a physician or physicians designated by the Compensation Committee.

Except as otherwise stated in this Article IX and Article X, benefits shall commence on a Participant’s Normal Retirement Date.

For those Participants retiring prior to their Normal Retirement Date, benefits shall commence upon the date of retirement and shall not be actuarially reduced.

Benefits to a Participant who terminates employment with the Company due to disability prior to age 55 shall commence upon the date the Participant begins receiving benefits from the Milacron Retirement Plan or would be eligible to receive benefits from the Milacron Retirement Plan if he participated therein.

An individual who dies while employed by the Company and who is not otherwise a Participant in this Plan shall be a Participant if:

(ii)

the individual was at the time of his death vested in the Milacron Retirement Plan or the Cincinnati Milacron Retirement Savings Plan.

If a Participant dies prior to commencement of benefits under this Plan and the Participant is survived by a spouse to whom he was married on the date he became vested under this Plan, the Participant’s surviving spouse shall receive monthly benefits under this Plan, at the time benefits may begin to the surviving spouse under the Milacron Retirement Plan, in the form of a life annuity in the amount of fifty percent (50%) of the Participant’s benefits under this Plan (with a reduction for commencement prior to the date the Participant would have attained age 55, with such reduction determined in accordance with the Milacron Retirement Plan), determined in accordance with Article VI.

Benefits shall be paid to Participants on a monthly basis. Participants who are single shall receive benefits under this Plan in the form of a life annuity. Participants who are married shall receive benefits in the form of a fifty (50%) percent joint and survivor annuity which shall not be actuarially reduced; however, the benefit to the Participant’s spouse shall be available only if the Participant is survived by a spouse to whom he was married on the date he became vested under this Plan.

Unless forfeited pursuant to Article XIII, a Participant’s benefit shall become vested -

(ii)

on the date he reaches age 55 and has at least ten (10) Years of Credited Service with the Company; or

If a Participant no longer holds an Eligible Position, but remains an employee of the Company, the Participant’s service in the Eligible Position and his resulting benefit under this Plan shall not be forfeited.

Notwithstanding the foregoing, the Compensation Committee, in its sole discretion, may specify in writing a different vesting schedule or date applicable to any Participant or group of Participants.

In the event that a Participant shall at any time be dismissed for, or convicted of a crime involving, dishonesty or fraud on his part in his relationship with the Company, all benefits which would otherwise be payable to him under the Plan shall be forfeited.

By accepting payment of any benefit under the Plan the Participant agrees not to be employed, or consult, in any business which is, or is about to be, engaged in a business of the same or substantially the same nature as the businesses of the Company without prior written consent of the Company, and breach of this agreement by the Participant shall be cause for termination of payment of benefits under the Plan.

The Plan shall be unfunded and benefits shall be paid only from the general assets of the Company.

The general administration of this Plan and the responsibility for carrying out and interpreting the provisions hereof shall be vested in the Compensation Committee. The Compensation Committee may adopt such rules and regulations as it may deem necessary for the proper administration of this Plan, which are not inconsistent with the provisions hereof, and its decision in all matters shall be final, conclusive and binding.

The Board of Directors reserves in its sole and exclusive discretion the right at any time and from time to time to amend this Plan in any respect or terminate this Plan without restriction and without the consent of any Participant, provided however, that no amendment or termination of this Plan shall impair the right of any Participant to receive benefits which have become vested prior to such amendment or termination and that the Plan shall not be amended or terminated during the 24-month period beginning on the date of a “Change in Control” (as defined in Schedule A, attached hereto).

Notwithstanding the foregoing provisions of the Plan, an individual who holds an Eligible Position and is not otherwise a Participant under the Plan in accordance with Article V, shall become a Participant under the Plan and become vested under the Plan upon the date of a “Qualifying Termination” (as defined in Schedule B, attached hereto) following a “Change in Control” (as defined in Schedule A, attached hereto).

(a)

Nothing contained in this Plan guarantees the continued employment of a Participant with the Company.

(b)

No benefit hereunder may be assigned, pledged, mortgaged or hypothecated and, to the extent permitted by law, no such benefit shall be subject to legal process or attachment for the payment of any claims against any person entitled to receive the same.

(c)

If a Participant entitled to receive a benefit under this Plan is deemed by the Compensation Committee or is adjudged by a court of competent jurisdiction to be legally incapable of giving valid receipt and discharge for such benefit, such payments shall be paid to such person or persons as the Compensation Committee shall designate or to the duly appointed guardian or other legal representative of such Participant. Such payment shall, to the extend made, be deemed a complete discharge for such payments under this Plan.

(d)

Payments made under this Plan shall be subject to withholding as shall at the time be required under any income tax or other laws, whether of the United States or any other jurisdiction.

(e)

All expenses and costs in connection with the operation of this Plan shall be borne by the Company.

(f)

The provisions of this Plan shall be construed according to the laws of the State of Ohio.

(g)

The masculine pronoun wherever used herein shall include the feminine gender and the feminine shall include the masculine and the singular number as used herein shall include the plural and the plural shall include the singular unless the context clearly indicates otherwise.

(h)

The titles and headings used herein are for convenience of reference only and in case of any conflict, the text of this Plan, rather than such titles or headings, shall be controlling.

The acquisition of a majority of the 6.0% Series B Convertible Preferred Stock of the Company by Ohio Plastics, LLC that may occur after October 1, 2007 and the transactions consummated in connection therewith (the “2007 Acquisition Transaction”) shall not constitute a “Change in Control” under the Plan and, accordingly, the occurrence of the 2007 Acquisition Transaction shall not result in any circumstances, events or changes being triggered solely as a result of the 2007 Acquisition Transaction including, without limitation, any of the following: (a) an individual becoming a Participant of the Plan and vested under Article XVIII upon a Qualifying Termination following a Change in Control (if not otherwise a Participant and vested under the Plan) and (b) the prohibition in Article XVII on the amendment or termination of the Plan by the Board of Directors during the 24-month period beginning on the date of a Change in Control.

(e) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

(vi) the Company’s failure to provide the individual with the number of paid vacation days to which the individual was entitled at the time of a Change in Control;

(vii) the Company’s material breach of any provision of any agreement between the Company and the individual regarding severance benefits following a Change in Control;

(viii) the Company’s purported termination of the individual which is not effected pursuant to a Notice of Termination satisfying the requirements of Paragraph (d);

(i)

if, to the individual, to the individual’s current address on file with the Company;

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

The purpose of the Milacron Supplemental Executive Pension Plan (the “Plan”) is to provide supplemental retirement benefits to certain key employees of Milacron Inc. and its subsidiaries (the “Company”) who meet the eligibility requirements of the Plan.

“Benefit Commencement Date” — shall be the date as determined by Article VIII herein.

“Compensation Committee” — shall mean the Compensation Committee of the Milacron Inc. Board of Directors.

“Eligible Position” — shall mean the position of Chairman, President or Vice President of Milacron Inc. held by an individual who is first elected to the position of either Chairman, President or Vice President of Milacron Inc. after July 30, 1998 or any specific position held by an individual subsequent to that individual’s designation as a key employee by the Compensation Committee for purposes of this Plan.

“Highest Average Compensation” — shall mean the highest average of the Participant’s Compensation for three consecutive years.

“Normal Retirement Date” — shall have the same meaning as that term is defined in the Milacron Retirement Plan.

“Participant” — shall mean an individual eligible to participate in this Plan as set forth in Article IV.

“Years of Credited Service” — shall have the same meaning as that term is defined in the Milacron Retirement Plan and shall not include service with a predecessor employer unless otherwise determined by the Compensation Committee and set forth on Schedule A.

“Predecessor Employer Plan” — shall mean the plan or plans of a predecessor employer as designated by the Compensation Committee on Schedule A under which a Participant has earned an annual benefit as of the Participant’s Normal Retirement Date, part or all of which, as designated by the Compensation Committee on Schedule A, will be used to determine the Participants benefit in accordance with Article V or VIII.

Solely for purposes of this Plan, the above terms that are defined in the Milacron Retirement Plan shall be applied to the Participant with respect to his employment with the Company (excluding any service or periods of employment prior to the date such Participant became an employee of the Company or such predecessor employer became a subsidiary of the Company, unless otherwise specifically provided for by the terms of this Plan), regardless of the Participant’s eligibility under the Milacron Retirement Plan.

This Plan will be effective beginning July 30, 1998. The Plan year shall coincide with the calendar year.

An individual shall be eligible to participate in the Plan and thus become a “Participant” if:

(i)

the individual remains in the employ of the Company at least until his Normal Retirement Date; or,

(ii)

the individual is an employee of the Company on or after his 55th birthday and has at least ten (10) Years of Credited Service with the Company; or,

(iii)

the individual terminates employment with the Company due to disability as set forth in Article VII, below. Or,

The individual dies while holding an Eligible Position as set forth in Article IX, below.

A Participant who has ten (10) Years of Credited Service or more in an Eligible Position shall receive as the annual benefit as of the Participant’s Normal Retirement Date the greater of: (i) one percent (1%) of the Participant’s Highest Average Compensation for each Year of Credited Service the Participant served in an Eligible Position, however, in no event shall this annual benefit exceed ten percent (10%) of the Participant’s Highest Average Compensation; or, (ii) an amount necessary to increase the Participant’s combined annual benefits under this Plan, the Milacron Retirement Plan, the Milacron Retirement Savings Plan, the Milacron Compensation Deferral Plan (Basic Credits and Discretionary Credits),the Milacron Inc. Supplemental Retirement Plan and the Predecessor Employer Plan (as defined in Article II and set forth in Schedule A) as of the Participant’s Normal Retirement Date to fifty-two and one half percent (52.5%) of the Participant’s Highest Average Compensation.

For purposes of this Plan, the Participant’s vested account balance, if any, attributable to Employer Basic Contributions under the Milacron Retirement Savings Plan and Basic Credits and Discretionary Credits under the Milacron Compensation Deferral Plan will be converted to an actuarially equivalent annual benefit payable for the Participant’s lifetime commencing at the Participant’s Normal Retirement Date, determined based on the actuarial assumptions used to calculate lump sum amounts as set forth in the Milacron Retirement Plan.

A Participant who has less than ten (10) Years of Credited Service in an Eligible Position shall receive as the annual benefit as of the Participant’s Normal Retirement Date, one percent (1%) of the Participant’s Highest Average Compensation for each Year of Credited Service the Participant served in an Eligible Position, however, in no event shall this annual benefit exceed ten percent (10%) of the Participant’s Highest Average Compensation.

In no event shall a Participant receive an annual benefit from this Plan at his Benefit Commencement Date that is less than one percent (1%) of the Participant’s Highest Average Compensation for each Year of Credited Service the Participant served in an Eligible Position, however, in no event shall this minimum annual benefit exceed ten percent (10%) of the Participant’s Highest Average Compensation. Notwithstanding the foregoing, in no event shall a Participant receive total combined annual benefits from this Plan, the Milacron Retirement Plan, the Milacron Retirement Savings Plan (as determined under Article V), the Milacron Compensation Deferral Plan (as determined under Article V), the Milacron Inc. Supplemental Retirement Plan and the Predecessor Employer Plan (as defined in Article II and set forth in Schedule A)as of the Participant’s Normal Retirement Date in excess of 60% of the Participant’s Highest Average Compensation and benefits from this Plan shall be reduced accordingly, if necessary.

An individual who terminates employment with the Company due to disability prior to his 55th birthday will be a Participant if:

(iii)

the disability is certified by a physician or physicians designated by the Compensation Committee.

Except as otherwise stated in this Article VIII and Article IX, benefits shall commence on a Participant’s Normal Retirement Date.

For a Participant who has less than ten (10) Years of Credited Service in an Eligible Position and retires prior to his Normal Retirement Date, annual benefits shall commence upon the date of retirement and shall be equal to the amount of the Participant’s benefit at his Normal Retirement Date.

For a Participant who has ten (10) Years of Credited Service or more in an Eligible Position and retires prior to his Normal Retirement Date, annual benefits shall commence upon the date of retirement and shall be equal to the following:

(i)

fifty-two and one half percent (52.5%) of the Participant’s Highest Average Compensation, multiplied by the applicable percentage set forth below, with linear interpolation for other than integral ages and for ages not shown:


		Percentage of
Age at Commencement		Benefit Payable

	65 64 63 62 61 60 59 58 57 56 55 50 45 40 37	100 100 100 100 96 92 88 84 80 76 72 52 32 12 0
MINUS

(ii)

The Participant’s combined annual benefits payable under the Milacron Retirement Plan, the Milacron Retirement Savings Plan, the Milacron Compensation Deferral Plan (Basic Credits and Discretionary Credits), the Milacron Inc. Supplemental Retirement Plan and the Predecessor Employer Plan (as defined in Article II and set forth in Schedule A), as of the Participant’s retirement date. For purposes of this Article, the Participant’s vested account balance, if any, attributable to Employer Basic Contributions under the Milacron Retirement Savings Plan and Basic Credits and Discretionary Credits under the Milacron Compensation Deferral Plan will be converted to an actuarially equivalent annual benefit payable for the Participant’s lifetime commencing at the Participant’s retirement date, determined based on the actuarial assumptions used to calculate lump sum amounts as set forth in the Milacron Retirement Plan.

Benefits for a Participant who terminates employment with the Company due to disability prior to age 55 shall commence upon the date the Participant begins receiving benefits from the Milacron Retirement Plan or would be eligible to receive benefits from the Milacron Retirement Plan if he participated therein and shall be equal to the amount as set forth above for commencement prior to his Normal Retirement Date.

An individual who dies while employed by the Company and who is not otherwise a Participant in this Plan shall be a Participant if:

(ii)

the individual was at the time of his death vested in the Milacron Retirement Plan or the Milacron Retirement Savings Plan.

If a Participant dies prior to commencement of benefits under this Plan and the Participant is survived by a spouse to whom he was married on the date he became vested under this Plan, the Participant’s surviving spouse shall receive benefits under this Plan beginning at the time benefits may begin to the surviving spouse under the Milacron Retirement Plan and ending on the date of the surviving spouse’s death, in the amount of fifty percent (50%) of the Participant’s benefits under this Plan, with such Participant’s benefit equal to the amount as set forth in Article VIII for commencement prior to the date that would have been the Participant’s Normal Retirement Date. Benefits shall be paid to the surviving spouse on a monthly basis.

The Participant’s annual benefit shall be paid on a monthly basis beginning on the Participant’s Benefit Commencement Date and ending on the date of the Participant’s death. The Participant’s surviving spouse, if any, to whom the Participant was married on the date the Participant became vested under this Plan, shall receive a monthly benefit beginning on the date of the Participant’s death and ending on the date of the spouses death equal to 50% of the Participant’s monthly benefit.

Unless forfeited pursuant to Article XII, a Participant’s benefit shall become vested -

(ii)

on the date he reaches age 55 and has at least ten (10) Years of Credited Service with the Company; or

The Plan shall be unfunded and benefits shall be paid only from the general assets of the Company.

The Board of Directors reserves in its sole and exclusive discretion the right at any time and from time to time to amend this Plan in any respect or terminate this Plan without restriction and without the consent of any Participant, provided however, that no amendment or termination of this Plan shall impair the right of any Participant to receive benefits which have become vested prior to such amendment or termination and that the Plan shall not be amended or terminated during the 24-month period beginning on the date of a “Change in Control” (as defined in Schedule B, attached hereto).

Notwithstanding the foregoing provisions of the Plan, an individual who holds an Eligible Position and is not otherwise a Participant under the Plan in accordance with Article V, shall become a Participant under the Plan and become vested under the Plan upon the date of a “Qualifying Termination” (as defined in Schedule C, attached hereto) following a “Change in Control” (as defined in Schedule B, attached hereto).

(i)

Nothing contained in this Plan guarantees the continued employment of a Participant with the Company.

(ii)

(iii)

If a Participant entitled to receive a benefit under this Plan is deemed by the Compensation Committee or is adjudged by a court of competent jurisdiction to be legally incapable of giving valid receipt and discharge for such benefit, such payments shall be paid to such person or persons as the Compensation Committee shall designate or to the duly appointed guardian or other legal representative of such Participant. Such payment shall, to the extent made, be deemed a complete discharge for such payments under this Plan.

(iv)

Payments made under this Plan shall be subject to withholding as shall at the time be required under any income tax or other laws, whether of the United States or any other jurisdiction.

(v)

All expenses and costs in connection with the operation of this Plan shall be borne by the Company.

(vi)

The provisions of this Plan shall be construed according to the laws of the State of Ohio.

(vii)

(viii)

The titles and headings used herein are for convenience of reference only and in case of any conflict, the text of this Plan, rather than such titles or headings, shall be controlling.

The acquisition of a majority of the 6.0% Series B Convertible Preferred Stock of the Company by Ohio Plastics, LLC that may occur after October 1, 2007 and the transactions consummated in connection therewith (the “2007 Acquisition Transaction”) shall not constitute a “Change in Control” under the Plan and, accordingly, the occurrence of the 2007 Acquisition Transaction shall not result in any circumstances, events or changes being triggered solely as a result of the 2007 Acquisition Transaction including, without limitation, any of the following: (a) an individual becoming a Participant of the Plan and vested under Article XVII upon a Qualifying Termination following a Change in Control (if not otherwise a Participant and vested under the Plan) and (b) the prohibition in Article XVI on the amendment or termination of the Plan by the Board of Directors during the 24-month period beginning on the date of a Change in Control.

Predecessor Employer and Annual Benefit at Early Retirement
Predecessor Employer Plan Normal Retirement Date Reduction Amount

Fairchild Corporation
(service included for purposes
of determining Years of Credited
Service)


Fairchild Industries, Inc.	$	109,248	4% for each year
Supplemental Executive	(for all three plans)		by which
Retirement Plan			commencement of
payment of his Retirement Plan for Employees			benefit precedes the
of The Fairchild Corporation			date the Participant
attains age 62, The Savings Plan for Employees			computed on a
of The Fairchild Corporation			pro-rata basis for

The amount and terms set forth above in this Schedule A are agreed to and accepted this 30^th day of October, 1998.

(d) the sale or disposition by the Company of all or substantially all of the Company’s assets other than a sale or disposition by the Company of all or substantially all of the assets to an entity at least sixty-six and two thirds percent of the combined voting power of the stock and securities which is owned by Persons in substantially the same proportions as their ownership of the Company’s voting stock immediately prior to such sale; or

(e) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

(vi) the Company’s failure to provide the individual with the number of paid vacation days to which the individual was entitled at the time of a Change in Control;

(vii) the Company’s material breach of any provision of any agreement between the Company and the individual regarding severance benefits following a Change in Control;

(viii) the Company’s purported termination of the individual which is not effected pursuant to a Notice of Termination satisfying the requirements of Paragraph (d);

(i)

if, to the individual, to the individual’s current address on file with the Company;

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

THIS SPECIAL EXECUTIVE RETENTION & SEVERANCE AGREEMENT (the “Agreement”) is made as of October 1, 2007 by and between Milacron Inc., a Delaware Company (the “Company”) and Ronald D. Brown (the “Executive”).

WHEREAS, as a member of the Company’s senior management team, the Executive has become eligible to participate in and has received certain benefits under various plans, agreements and arrangements of the Company (the “Arrangements”) that vest, become payable or otherwise provide certain enhanced benefits, upon a “change in control” of the Company or upon certain events following a “change in control” of the Company (as provided in those Arrangements), all of such Arrangements are attached hereto as Exhibits A-E;

WHEREAS, the 2007 acquisition of a majority of the 6.0% Series B Convertible Preferred Stock of the Company by Ohio Plastics, LLC and the transactions consummated in connection therewith (the “2007 Acquisition Transaction”) would constitute a “change in control” (as defined in the Arrangements) if such Arrangements were not amended as part of the 2007 Acquisition Transaction; and

WHEREAS, in consideration for certain benefits and rights provided to the Executive, the Company and the Executive desire to modify the Arrangements to provide that the 2007 Acquisition Transaction will not constitute a “change in control” (as defined in the Arrangements) and therefore no changes, circumstance or events shall be triggered, and Executive waives any claim thereto, including, without limitation, any benefits vesting or becoming payable under the Arrangements solely as a result of the 2007 Acquisition Transaction;

NOW, THEREFORE, the Company and the Executive hereby enter into this Agreement on the terms and conditions, hereinafter, set forth:

Section 1.01 Consents and Acknowledgements by Executive. The Executive hereby consents to the amendment of the Arrangements to provide that the 2007 Acquisition Transaction will not constitute a “change in control” within the meaning of the Arrangements (the “Amendments”). The Executive hereby acknowledges that neither the Amendments nor the consummation of the 2007 Acquisition Transaction will constitute the basis to terminate his employment for “good reason” as defined in the Milacron Inc. Executive Retention/Separation Plan, attached hereto as Exhibit F (the “Separation Plan”). The Executive also hereby acknowledges that in lieu of any benefit the Executive may have otherwise been entitled to under the Arrangements solely as a result of 2007 Acquisition Transaction, the Executive will be entitled to the benefits provided under this Agreement in addition to the benefits otherwise provided to the Executive, including the Arrangements.

Section 1.02 Promises of the Company. In exchange for the Executive’s consents and acknowledgements set forth in Section 1.01, the Company hereby agrees to provide the Executive with the benefits and rights set forth in this Agreement.

Section 1.03 Term of the Agreement. The term of this Agreement shall commence as of the date of the 2007 Acquisition Transaction (the “Effective Time”) and shall continue for the twenty-four month period immediately following the Effective Time (the “Protection Period”).

Section 2.01 “Disability” shall be as defined under the Company’s long-term disability plan.

Section 2.02 “Employment Termination Date” shall mean the date on which the employment relationship between the Executive and the Company is terminated. The Company and the Executive shall take all commercially reasonable steps necessary (including with regard to any post-termination services by the Executive) to ensure that the termination of employment described in this Section 2.02 constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code (the “Code”).

Section 3.01 Coordination of Benefits; Non-Duplication. Notwithstanding any provision of this Agreement to the contrary, in no event shall the Executive be entitled to duplicative benefits under the Agreement so that the amount that is paid or credited under the Agreement shall only be paid or credited once with respect to an Executive as provided hereunder.

Section 3.02 Executive Retention/Separation Plan Benefits. During the Protection Period, the Executive will remain entitled to the benefits provided under the Separation Plan in accordance with the terms of the Separation Plan as of the Effective Time (regardless of whether or not the Separation Plan was amended or terminated after the Effective Time).

Section 3.03 Supplemental Executive Retirement Plan and Supplemental Retirement Plan. As an individual in an eligible position under the Company’s Supplemental Executive Retirement Plan and as a recipient under the Company’s Supplemental Retirement Plan (the “Supplemental Plan(s)”), as of the Effective Time, the Executive will continue to be an individual in an eligible position and recipient (as the case may be) in the Supplemental Plans during the Protection Period in accordance with the terms of the Supplemental Plans in effect immediately prior to the Effective Time and shall be entitled to the benefits under the Supplemental Plans in accordance with the terms of the Supplemental Plans in effect immediately prior to the Effective Time, including, without limitation, the accrual of such benefits and the vesting of such benefits upon reaching the age of 55, regardless of whether or not either (or both) of the Supplemental Plans is amended or terminated after the Effective Time (other than any amendment reasonably agreed to by the Executive and the Company solely for the purpose of complying with Section 409A of the Code).

Section 3.04 Estimated Supplemental Plan Benefits as of July 31, 2007. The Executive’s estimated accrued benefit under the Supplemental Plans as of July 31, 2007 is set forth on Exhibit G, calculated under the terms of the Supplemental Plan, assuming the following: (a) the Executive incurred a “qualifying termination” (as defined under the Separation Plan) on July 31, 2007, (b) such qualifying termination was during the Protection Period, (c) the Executive is vested in his Supplemental Plan benefit on July 31, 2007, and (d) the Executive received the age, benefit accrual service and vesting service under the Separation Plan as provided under Section 3.02.

Section 3.05 Legal Fees. The Company agrees to pay the Executive’s reasonable and substantiated legal fees associated with reviewing and advising the Executive with respect to this Agreement; provided, however, that in no event shall such fees exceed $25,000. The Executive must submit documentation to the Company substantiating the amount of such professional fees within 60 days of the date hereof and the Company will reimburse the Executive for such fees within 10 days after the date of the Company’s receipt of such documentation.

Section 3.06 Death or Disability. If the Executive incurs a Disability or dies before his Employment Termination Date, no payments or other benefits will be due and owing under this Agreement to the Executive or, in the case of his death, to his estate or beneficiary.

In the event of the death of the Executive prior to receipt of all amounts due him under this Agreement, such amounts shall be paid to his estate or, to the extent so provided under the Separation Plan, to his beneficiary.

Section 4.01 Tax Gross-Up Payments. Any payment or benefits provided under this Agreement that are subject to the excise tax imposed under Section 4999 of the Code, including, but not limited to any payment under Section 3.02 as a result of a “qualifying termination” (as defined under the Separation Plan), and the accelerated vesting in the Supplemental Plans shall constitute a payment for purposes of calculating the “Total Payments” under Section 6 of the Executive Severance Agreement (“ESA”) between the Executive and the Company in effect on the Effective Time. Any “Gross-Up Payment” (as defined in Section 6 of the ESA) with respect to any amount payable under the Agreement shall be calculated in accordance with, and subject to the procedures and requirements of, Section 6 of the ESA as in effect on the Effective Time (regardless of whether any benefits are payable under the ESA and regardless of any expiration or other termination of the ESA thereafter during the Protection Period). Notwithstanding the foregoing, and subject to the requirement of Section 4.02(a), any Gross-Up Payment shall be paid by the Company within 10 business days of the date of a final determination of the amount of the Gross-Up Payment.

Section 4.02 Compliance with Section 409A of the Code. (a) Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee,” as determined under the Company’s policy for determining specified employees on the Employment Termination Date, all payments, benefits or reimbursements provided under this Agreement that constitute a “deferral of compensation” within the meaning of Section 409A of the Code and that would otherwise be paid or provided during the first six months following such Employment Termination Date shall instead be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Employment Termination Date) on the first business day following the six month anniversary of such Employment Termination Date. Notwithstanding the foregoing, payments delayed pursuant to this Section 4.02 shall commence within 10 calendar days following the Executive’s death prior to the end of the six-month period. It is intended that the amount payable under Section 3.05 of the Agreement constitutes a “short-term deferrals” within the meaning of Section 409A of the Code and therefore shall not be subject to the six-month delay described in this Section 4.02.

(b) It is intended that the payments and benefits provided under this Agreement shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. This Agreement shall be construed, administered, and governed in a manner that effects such intent, and the Company shall not take any action that would be inconsistent with such intent.

(c) If any of the payments or benefits received or to be received by the Executive under the Agreement become subjected to any additional tax (or penalties or interest thereon) or interest imposed under Section 409A(a) of the Code, the Company shall pay to the Executive within five (5) business days of the Executive’s written request for payment an additional amount equal to the amount of such additional tax (including penalties and interest thereon) and interest plus any federal, state and local income and employment taxes on the payment of such additional tax (including interest and penalties thereon) and interest. The Executive’s written request for payment (a) shall be accompanied by such evidence as the Company may reasonably request to substantiate the Executive’s obligation to pay such additional tax and to calculate the appropriate amount of the payment provided herein, and (b) must be made no later than ten (10) business days prior to the end of the calendar year next following the calendar year in which the Executive remits the related taxes. If an amount becomes payable under this Section 4.02(c) as a result of a violation of Section 409A of the Code with respect to this Agreement, the Section 409A tax gross-up described in this Section 4.02(c) shall be paid with respect to any plan or arrangement of the Company for which a Section 409A penalty is imposed on the Executive with respect to such other plan or arrangement, but only if such penalty is imposed as a result of a violation of Section 409A with respect to this Agreement and the application of the plan “aggregation” rules under Section 409A of the Code with respect to such other plans and arrangements of the Company.

(d) The Company represents that each of the Arrangements subject to Section 409A of the Code has been administered in “good faith” compliance with Section 409A of the Code within the meaning of Internal Revenue Service Notice 2005-1 (and the proposed and final Treasury regulations issued under Section 409A of the Code) and will be amended (subject to applicable participant consent) to comply with Section 409A of the Code by December 31, 2007 (or such later date as may be permitted by applicable guidance by the Internal Revenue Service or the Treasury Department).

Section 4.03 Release of Claims. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to make any payment or provide any benefit under this Agreement (a) unless the Executive first executes and does not revoke a release substantially in the form attached hereto as Appendix A no later than 60 days following his Employment Termination Date; and (b) to the extent such payment or benefit is subject to the seven-day revocation period prescribed by the Age Discrimination in Employment Act of 1967, as amended, or to any similar revocation period in effect on the Employment Termination Date, such revocation period has expired. In exchange for the Executive’s execution of the General Release required in this Section 4.03, the Company shall deliver its executed General Release, in substantially the same form attached hereto as Annex 1 to Appendix A.

Section 4.04 Employment Termination Procedure. During the term of this Agreement, any purported termination of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 4.08 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that indicates the specific termination provision in this Agreement relied upon, and, if applicable, the notice shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

Section 4.05 No Offset or Mitigation. Except to the extent that the Executive (a) has engaged in fraud or actionable willful misconduct, (b) is in breach of this Agreement or any Release executed pursuant to this Agreement or (c) has failed to repay an undisputed amount due to the Company under an agreement between the Executive and the Company, the Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall be absolute and unconditional and shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company or any of its Subsidiaries may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment.

Section 4.06 Disputes. (a) Any dispute or controversy arising out of or in connection with this Agreement shall, upon a written notice from the Executive to the Company either before suit thereupon is filed or within 20 business days thereafter, be resolved exclusively by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration proceeding shall be conducted before a panel of three arbitrators sitting in Cincinnati, Ohio with each of the Company and the Executive selecting an arbitrator, with such selected arbitrators then selecting the third arbitrator. Judgment may be entered on the arbitration panel’s award in any court having jurisdiction.

(b) Any legal action concerning this Agreement, other than an arbitration described in paragraph (a) of this Section 4.06, whether instituted by the Company or the Executive, shall be brought and resolved only in a state court of competent jurisdiction located in the territory that encompasses the county in which Cincinnati, Ohio is located. Each of the Company and the Executive hereby irrevocably consents and submits to and shall take any action necessary to subject itself to the personal jurisdiction of that court and hereby irrevocably agrees that all claims in respect of the action shall be instituted, heard, and determined in that court. Each of the Executive and the Company agrees that such court is a convenient forum, and hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of the action. Any final judgment in the action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c) To the fullest extent permitted by applicable law, in the event the Executive prevails on any material issue in dispute, the Company shall pay all costs and expenses, including attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any provision of this Agreement. The Company shall pay prejudgment interest on any money judgment obtained by the Executive as a result of such proceeding, calculated at the rate provided in Section 1274(b)(2)(B) of the Code. Any reimbursement or payment of amounts provided under this Section 4.06(c), shall be subject to the following rules: (i) the expenses must be incurred during the Executive’s lifetime; (ii) the Executive must submit to the Company a written request for payment or reimbursement, as applicable, together with reasonable evidence that the fees and expenses were incurred, no later than sixty (60) days following the end of the month in which the eligible fees or expenses were incurred; (iii) any reimbursement or payment shall be made by the Company to the Executive within ten (10) calendar days after the Company’s receipt of the Executive’s written request, or such later date as required by Sections 4.02 or 4.03; (iv) the amount of expenses eligible for reimbursement during any calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; and (v) the right to reimbursement shall not be subject to liquidation or exchange for another benefit.

Section 4.07 Successors; Binding Agreement. In addition to any obligations imposed by law upon any successor to the Company, the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The provisions of this Section 4.07 shall continue to apply to each subsequent employer of Executive bound by this Agreement in the event of any merger, consolidation, or transfer of all or substantially all of the business or assets of that subsequent employer. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees.

Section 4.08 Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by facsimile or mailed by reputable overnight mail or United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

At the last known residence address for the Executive reflected on the payroll records of the Company.

Section 4.09 Miscellaneous. Except as otherwise provided in Section 4.02, no provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by the Executive and an officer of the Company specifically authorized by the Board of Directors of the Company. No waiver by either party hereto at any time of any breach by the other party hereto, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Ohio. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, or local law and any additional withholding to which the Executive has agreed.

Section 4.10 Entire Agreement. This Agreement and the documents specifically referenced herein (as amended as of the Effective Time) shall constitute the entire agreement between the Company and the Executive with respect to the subject matter hereunder and no other agreements, representations, oral or otherwise, express or implied, with respect to such subject matter shall be binding on the Company or the Executive.

Section 4.11 No Contract of Employment. Neither the establishment of the Agreement nor the payment of any benefits under the Agreement shall be construed as giving the Executive, or any person whosoever, the right to be retained in the service of the Company and Executive acknowledges that Executive’s employment is “at-will”.

Section 4.12 Nonalienation of Benefits. None of the payments, benefits or rights of the Executive under the Agreement shall be subject to any claim of any creditor of the Executive (other than the Company as provided in Section 4.05), and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment, trustee’s process, or any other legal or equitable process available to any creditor of such Executive (other than the Company as provided in Section 4.05). The Executive shall not alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments which he may expect to receive, contingently or otherwise, under the Agreement.

Section 4.13 Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

Section 4.14 Counterparts. This Agreement may be executed in several counterparts (including by means of facsimile), each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

Section 4.15 Survival. The terms of this Agreement shall survive any termination of the Executive’s employment or expiration of the Protection Period respecting any payments or benefits due to the Executive, or other rights of the Executive hereunder maturing, during the Protection Period.

IN WITNESS WHEREOF, the Company and the Executive have caused this Agreement to be executed as of the date first written above.

1. I, (the “Executive”), for and in consideration of (i) certain severance benefits to be paid and provided to me by Milacron Inc. (the “Company” and/or “Milacron”) under the Special Executive Retention & Severance Agreement (the “Agreement”) and (ii) the Company’s execution of a release in favor of the Executive, on the date this General Release becomes irrevocable, substantially in the form attached hereto as Annex 1, and conditioned upon such payments and provisions, do hereby REMISE, RELEASE, AND FOREVER DISCHARGE Company and each of its past or present subsidiaries and affiliates, its and their past or present officers, directors, shareholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company, or of its past or present subsidiaries or affiliates, and the past or present trustees, administrators, agents, or employees of the pension and employee benefit plans (hereinafter collectively referred to herein as “Releasees” and included within the term the “Company”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of actions, suits, debts, claims and demands whatsoever in law or in equity, which I ever had, now have, or hereafter may have, or which my heirs, executors or administrators hereafter may have, by reason of any matter, cause or thing whatsoever from the beginning of my employment with the Company to the date of these presents and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship and the termination of my employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future under any federal, state or local laws, including any claims under the Ohio Revised Code, the Rehabilitation Act of 1973, 29 USC Sections 701 et seq., as amended, Title VII of the Civil Rights Act of 1964, 42 USC Sections 2000e et seq., as amended, the Civil Rights Act of 1991, 2 USC Sections 601 et seq., as applicable, the Age Discrimination in Employment Act of 1967, 29 USC Sections 621 et seq., as amended (“ADEA”), the Americans with Disabilities Act, 29 USC Sections 706 et seq., and the Employee Retirement Income Security Act of 1974, 29 USC Sections 301 et seq., as amended, any contracts between the Company and me and any common law claims now or hereafter recognized and all claims for counsel fees and costs; provided, however, that this Release shall not apply to any entitlements under the terms of the Agreement, any applicable Executive Severance Agreement or Executive/Retention Separation Plan, or under any other plans or programs of the Company in which I participated and under which I have accrued and become entitled to a benefit other than under any Company separation or severance plan or programs.

Notwithstanding the foregoing, I understand that I shall continue to be indemnified by the Company as to any liability (including, without limitation, amounts paid in settlement), cost or expense (including, without limitation, reasonable attorneys fees and costs) for which I would have been indemnified and insured during employment, in accordance with and subject to the Company’s certificate of incorporation or insurance coverages in force for employees of the Company serving in executive capacities for actions taken on behalf of the Company within the scope of my employment by the Company.

2. Subject to the limitations of paragraph 1 above, Executive expressly waives all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. Executive understands the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims.

3. Executive hereby agrees and recognizes that his employment by the Company was/will be permanently and irrevocably severed on , 20 and the Company has no obligation, contractual or otherwise to him to hire, rehire or reemploy him in the future. Executive acknowledges that the terms of the Agreement provide him with payments and benefits which are in addition to any amounts to which he otherwise would have been entitled.

4. Executive hereby agrees and acknowledges that the payments and benefits provided by the Company are to bring about an amicable resolution of his employment arrangements and are not to be construed as an admission of any violation of any federal, state or local statute or regulation, or of any duty owed by the Company and that the Agreement was, and this Release is, executed voluntarily to provide an amicable resolution of his employment relationship with the Company.

5. Executive hereby acknowledges that nothing in this Release shall prohibit or restrict him from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization; or (iv) filing, testifying, participating in or otherwise assisting in a proceeding before the Equal Employment Opportunity Commission or its state-law equivalents.

6. Executive represents that he has not filed any claims against any of the Releasees with any local, state, or federal agency, department, or court, and does not claim an interest in any such Claims. Executive also waives the right to recover any damages or other relief in any Claims brought by or through the Equal Employment Opportunity Commission or any other local, state, or federal agency, department, or court.

7. Exclusively as this Agreement pertains to the Executive’s release of Claims under the Age Discrimination in Employment Act, Executive, pursuant to and in compliance with rights afforded him under the Older Workers Benefit Protection Act: (i) is advised to consult with an attorney prior to executing this General Release; (ii) is afforded twenty-one (21) days within which to consider this General Release; and (iii) is afforded seven (7) days following execution of this General Release to revoke it. Executive understands that he has the right to revoke this General Release for a period of seven days following execution by giving written notice to the Company at 2090 Florence Avenue, Cincinnati, Ohio 45206, Attention: General Counsel. It is agreed that this General Release shall not become effective and enforceable until the seven (7) day revocation period expires. Executive’s knowing and voluntary execution of this Agreement is an express acknowledgment and agreement that he had the opportunity to review this Agreement with his attorney; that Executive was afforded twenty-one (21) days to consider it before executing it; that Executive agrees this General Release is written in a manner that enables him to fully understand its content and meaning; and that Executive is being given seven (7) days to revoke the Agreement.

8. Executive shall return to the Company any and all property belonging to the Company or any of the Releasees (and all copies thereof), including, but not limited to, any credit cards, computers, other equipment, records, files, customer lists, computer disks, and all other information developed during or relating to the business of the Company.

9. Executive upon request of the Company shall make himself reasonably available to and cooperate with the Company or any of the Releasees and its/their counsel in responding to, preparing for, and testifying, if necessary, in connection with any matter(s) or claim(s) involving the Company or any of the Releasees.

10. Executive agrees that during the course of his employment with the Company, Confidential Information belonging to Company and Releasees was provided and/or was available to him. Executive agrees he will not, at anytime divulge the contents of any such Confidential Information to any person or entity. Executive further agrees he will not at anytime use the contents of any such Confidential Information for any purpose whatsoever. “Confidential Information” shall include, but not be limited to, the identity of the Company or the Releasee’s customers, customer lists, suppliers, and all materials, documents and facts concerning the methods, techniques, devices and operations of the Company and the Releasees. Executive acknowledges and agrees that all Confidential Information and all other proprietary items of the Company and the Releasees are unique and special assets of the Company and the Releasees, and that he does not have nor can he acquire any right therein or claim thereto.

11. Should Executive breach any terms of this General Release, the Company may stop making any payments which still may be due, and Executive shall repay immediately, upon demand of the Company, all amounts paid to him under the terms of the Agreement, in addition to any additional damages above that amount which the Company can prove.

12. Executive hereby certifies that he has read the terms of this General Release, that he has been advised by the Company to discuss it with his attorney, that he has received the advice of counsel and that he understands its terms and effects. Executive acknowledges, further, that he is executing this General Release of his own volition with a full understanding of its terms and effects and with the intention of releasing all claims recited herein in exchange for the consideration described in the Agreement, which he acknowledges is adequate and satisfactory to him. None of the above-named persons, nor their agents, representatives, or attorneys have made any representations to the Executive concerning the terms or effects of this General Release other than those contained herein.

Intending to be legally bound hereby, I execute the foregoing General Release this day of , 20 .

1. Milacron Inc. (the “Company”) on its behalf and on behalf of its subsidiaries and affiliates, their officers, directors, partners, employees and agents, their respective successors and assigns, heirs, executors and administrators (hereinafter collectively included within the term “Company”), for and in consideration of (the “Executive”) executing the general release of claims against Company dated (the “Executive’s Release of Company”), and other good and valuable consideration, does hereby REMISE, RELEASE, AND FOREVER DISCHARGE the Executive, his assigns, heirs, executors and administrators (hereinafter collectively included within the term “Executive”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of actions, suits, debts, claims and demands whatsoever in law or in equity, which it ever had, now have, or hereafter may have, by reason of any matter, cause or thing whatsoever from the beginning of the Executive’s employment with Company to the date of this Release arising from or relating in any way to the Executive’s employment relationship and the termination of his employment relationship with Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future under any federal, state or local laws, any contracts between Company and the Executive, other than the Executive’s Release of Company, and the Proprietary Rights Agreement entered into by the Executive on , and any common law claims now or hereafter recognized and all claims for counsel fees and costs, but in no event shall this release apply to any action attributable to a criminal act or to an act or conduct that will likely result in material harm to the Company.

2. Subject to the limitations of paragraph 1 above, the Company expressly waives all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. Company understands the significance of this General Release of unknown claims and the waiver of statutory protection against a release of unknown claims.

3. Company hereby certifies that it has been advised by counsel in the preparation and review of this Release.

Intending to be legally bound hereby, Company executes the foregoing Release this day of , 20 .

THIS SPECIAL EXECUTIVE RETENTION & SEVERANCE AGREEMENT (the “Agreement”) is made as of October 1, 2007 by and between Milacron Inc., a Delaware Company (the “Company”) and (the “Executive”).

NOW, THEREFORE, the Company and the Executive hereby enter into this Agreement on the terms and conditions, hereinafter, set forth:

Section 2.01 “Cause” shall mean the Executive’s: (i) fraud on, or misappropriation or embezzlement of the assets of, the Company that causes material harm to the Company; or (ii) willful and continued failure to substantially perform the Executive’s duties hereunder (other than any such failure resulting from the Executive’s mental or physical incapacity or mental illness) or any such actual or anticipated failure after the issuance of a written notice of termination by the Executive to the Company. Provided, however, that Cause shall occur with respect to subsection (ii) only if such action constituting Cause has not been corrected or cured by the Executive within 30 days after the Executive has received written notice from the Company of the Company’s intent to terminate the Executive’s employment for Cause and specifying in detail the basis for such termination. For purposes of this paragraph, no act, or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Company.

Section 2.02 “Disability” shall be as defined under the Company’s long-term disability plan.

Section 2.03 “Employment Termination Date” shall mean the date on which the employment relationship between the Executive and the Company is terminated. The Company and the Executive shall take all commercially reasonable steps necessary (including with regard to any post-termination services by the Executive) to ensure that the termination of employment described in this Section 2.03 constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code (the “Code”).

Section 2.04 “Good Reason” shall mean the occurrence of any of the following during the Protection Period without the Executive’s express prior written consent:

(i) any material diminution of, or the assignment to the Executive of duties materially inconsistent with, the Executive’s position, duties, responsibilities and title with the Company, a material adverse change in the Executive’s titles or offices with Milacron Inc., any removal of the Executive from, or any failure to reelect the Executive to, any of such positions, except in connection with the Executive’s termination of employment for Disability or Cause or as a result of the Executive’s death or by the Executive other than for Good Reason;

Nothwithstanding the foregoing in this subsection (i), a change in the Executive’s situation as a result of the sale of a business unit, division, or Subsidiary; the reassignment of a business unit, division, or Subsidiary; or the Company’s reorganization, shall not be deemed to satisfy any of the criteria of this subsection (i);

(ii) a reduction by the Company in the Executive’s base salary and/or bonus under the Company’s annual incentive plan;

(iii) the Company’s failure to continue any benefit plan or arrangement (including, without limitation, the Company’s life insurance, post-retirement benefits, and comprehensive medical plan coverage) in which the Executive participates without implementing at such time plans or arrangements providing the Executive with substantially similar benefits (hereinafter referred to as “Benefit Plans”), or any action by the Company that would adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any such Benefit Plan or deprive the Executive of any material fringe benefit enjoyed by the Executive, unless such action also applies to other participating employees of the Company other than the Executive;

(iv) any action by the Company that would affect the Executive’s continued participation under any incentive plan or arrangement (including, without limitation, any equity-based plan or arrangement) in which the Executive is eligible to participate (hereinafter referred to as “Incentive Plans”) as provided under the terms of the Incentive Plans;

(v) the Company’s reduction of the number of paid vacation days to which the Executive is entitled;

(vi) the Company’s material breach of any provision of this Agreement or any material agreement between the Executive and the Company;

(vii) the Company’s failure to require any successor to the Company, including, but not limited to, an entity succeeding to the business of Milacron Inc. by merger, consolidation or liquidation, or purchase of assets or stock or similar transaction, to expressly assume and agree to perform this Agreement and any material agreement between the Executive and Company; or

Section 2.05 “Qualifying Termination” shall mean (i) a termination of the Executive’s employment by the Company for any reason other than for Cause, Disability, or due to the Executive’s death, or (ii) the Executive’s termination of employment for Good Reason. Qualifying Termination does not include the Executive’s voluntary resignation without Good Reason as defined under this Agreement.

Section 2.06 “Subsidiary” shall mean any entity of which the Company owns, directly or indirectly, more than 50% of the voting securities.

Section 3.01 Cash Benefits. Upon the Executive’s termination of employment by the Company without Cause during the Protection Period and his satisfaction of the conditions specified in Section 5.03 of the Agreement, the Executive shall be entitled to a cash payment of $ .

Section 3.02 Further Company Obligations. In exchange for the Executive’s execution of the General Release required in Section 5.03, the Company shall deliver its executed General Release, in substantially the same form attached hereto as Annex 1 to Appendix A.

Section 3.03 Method and Time of Payment. The cash benefit payable under Section 3.01 shall be paid in a lump sum, subject to all employment and withholding taxes. Such amount shall be paid no later than 60 days after the Executive’s Employment Termination Date.

Section 3.04 Legal Fees. The Company agrees to pay the Executive’s reasonable and substantiated legal fees associated with reviewing and advising the Executive with respect to this Agreement; provided, however, that in no event shall such fees exceed $2,500. The Executive must submit documentation to the Company substantiating the amount of such professional fees within 60 days of the date hereof and the Company will reimburse the Executive for such fees within 10 days after the date of the Company’s receipt of such documentation.

Section 3.05 Death or Disability. If the Executive incurs a Disability or dies before his Employment Termination Date, no payments or other benefits will be due and owing under this Agreement to the Executive or, in the case of his death, to his estate or beneficiary.

Section 4.01 Coordination of Benefits; Non-Duplication. Subject to Section 5.05, the amount payable pursuant to Section 3.01 is not subject to offset or reduction by any amount that is otherwise paid or payable to the Executive, including pursuant to the Separation Plan or the Arrangements (as amended as of the Effective Time). Notwithstanding any provision of this Agreement to the contrary, in no event shall the Executive be entitled to duplicative benefits under the Agreement so that the amount that is paid or credited under the Agreement shall only be paid or credited once with respect to an Executive as provided hereunder.

Section 4.02 Executive Retention/Separation Plan Benefits. During the Protection Period, the Executive will remain entitled to the benefits provided under the Separation Plan in accordance with the terms of the Separation Plan as of the Effective Time (regardless of whether or not the Separation Plan was amended or terminated after the Effective Time).

Section 4.03 Supplemental Retirement Benefits. As a Participant under the Milacron Supplemental Retirement Plan and as an individual in an Eligible Position under the Milacron Supplemental Executive Pension Plan, attached hereto as Exhibit E (the “Supplemental Plan(s)”), as of the Effective Time, the Executive will continue to be a Participant (or an individual in an Eligible Position) in the Supplemental Plans during the Protection Period in accordance with the terms of the Supplemental Plans as of the Effective Time and shall be entitled to benefits under the Supplemental Plans upon his Qualifying Termination during the Protection Period regardless of whether or not a Supplemental Plan was amended or terminated after the Effective Time (other than any amendment reasonably agreed to by the Executive and the Company solely for the purpose of complying with Section 409A of the Code) in accordance with Section 4.04.

Section 4.04 Additional Age, Accrual Service and Vesting Service. In the event of the Executive’s Qualifying Termination during the Protection Period, the Executive will (a) become a Participant and be vested in the Supplemental Plans (if not already a Participant and vested) and (b) receive the benefit he would have been entitled to receive under the terms of the Supplemental Plans in effect as of the Effective Time (regardless of whether or not any of the Supplemental Plans was amended or terminated after the Effective Time) based on (x) the Executive’s compensation, age and service with the Company through his Employment Termination Date, (y) 12 months of additional age, benefit accrual service and vesting service pursuant to this Agreement and (z) the number of months of additional age, benefit accrual service and vesting service provided under the Separation Plan to the Executive.

Section 4.05 Estimated Supplemental Plan Benefits as of July 31, 2007. The Executive’s estimated accrued benefit under the Supplemental Plans as of July 31, 2007 is set forth on Exhibit G, calculated under the terms of the Supplemental Plan, assuming the following: (a) the Executive incurred a Qualifying Termination on July 31, 2007, (b) such Qualifying Termination was during the Protection Period, (c) the Executive is vested in his Supplemental Plan benefit as provided in Section 4.04(a) on July 31, 2007, and (d) the Executive received the age, benefit accrual service and vesting service under the Agreement and the Separation Plan as provided under Section 4.04(b).

Section 5.01 Tax Gross-Up Payments. Any payment or benefits provided under this Agreement that are subject to the excise tax imposed under Section 4999 of the Code, including, but not limited to the payment provided under Section 3.01, any payment under Section 4.02 as a result of a “qualifying termination” (as defined under the Separation Plan), and the accelerated vesting in the Supplemental Plans provided under Sections 4.03 and 4.04, shall constitute a payment for purposes of calculating the “Total Payments” under Section 6 of the Executive Severance Agreement (“ESA”) between the Executive and the Company in effect on the Effective Time. Any “Gross-Up Payment” (as defined in Section 6 of the ESA) with respect to any amount payable under the Agreement shall be calculated in accordance with, and subject to the procedures and requirements of, Section 6 of the ESA as in effect on the Effective Time (regardless of whether any benefits are payable under the ESA and regardless of any expiration or other termination of the ESA thereafter during the Protection Period). Notwithstanding the foregoing, and subject to the requirement of Section 5.02(a), any Gross-Up Payment shall be paid by the Company within 10 business days of the date of a final determination of the amount of the Gross-Up Payment.

Section 5.02 Compliance with Section 409A of the Code. (a) Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee,” as determined under the Company’s policy for determining specified employees on the Employment Termination Date, all payments, benefits or reimbursements provided under this Agreement that constitute a “deferral of compensation” within the meaning of Section 409A of the Code and that would otherwise be paid or provided during the first six months following such Employment Termination Date shall instead be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Employment Termination Date) on the first business day following the six month anniversary of such Employment Termination Date. Notwithstanding the foregoing, payments delayed pursuant to this Section 5.02 shall commence within 10 calendar days following the Executive’s death prior to the end of the six-month period. It is intended that the amounts payable under Sections 3.03 and 3.04 of the Agreement constitute “short-term deferrals” within the meaning of Section 409A of the Code and therefore shall not be subject to the six-month delay described in this Section 5.02.

(c) If any of the payments or benefits received or to be received by the Executive under the Agreement become subjected to any additional tax (or penalties or interest thereon) or interest imposed under Section 409A(a) of the Code, the Company shall pay to the Executive within five (5) business days of the Executive’s written request for payment an additional amount equal to the amount of such additional tax (including penalties and interest thereon) and interest plus any federal, state and local income and employment taxes on the payment of such additional tax (including interest and penalties thereon) and interest. The Executive’s written request for payment (i) shall be accompanied by such evidence as the Company may reasonably request to substantiate the Executive’s obligation to pay such additional tax and to calculate the appropriate amount of the payment provided herein, and (ii) must be made no later than ten (10) business days prior to the end of the calendar year next following the calendar year in which the Executive remits the related taxes. If an amount becomes payable under this Section 5.02(c) as a result of a violation of Section 409A of the Code with respect to this Agreement, the Section 409A tax gross-up described in this Section 5.02(c) shall be paid with respect to any plan or arrangement of the Company for which a Section 409A penalty is imposed on the Executive with respect to such other plan or arrangement, but only if such penalty is imposed as a result of a violation of Section 409A with respect to this Agreement and the application of the plan “aggregation” rules under Section 409A of the Code with respect to such other plans and arrangements of the Company.

Section 5.03 Release of Claims. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to make any payment or provide any benefit under this Agreement (a) unless the Executive first executes and does not revoke a release substantially in the form attached hereto as Appendix A no later than 60 days following his Employment Termination Date; and (b) to the extent such payment or benefit is subject to the seven-day revocation period prescribed by the Age Discrimination in Employment Act of 1967, as amended, or to any similar revocation period in effect on the Employment Termination Date, such revocation period has expired.

Section 5.04 Employment Termination Procedure. During the term of this Agreement, any purported termination of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 5.08 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that indicates the specific termination provision in this Agreement relied upon, and, if applicable, the notice shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

Section 5.05 No Offset or Mitigation. Except to the extent that the Executive (a) has engaged in fraud or actionable willful misconduct, (b) is in breach of this Agreement or any Release executed pursuant to this Agreement or (c) has failed to repay an undisputed amount due to the Company under an agreement between the Executive and the Company, the Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall be absolute and unconditional and shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company or any of its Subsidiaries may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment.

Section 5.06 Disputes. (a) Any dispute or controversy arising out of or in connection with this Agreement shall, upon a written notice from the Executive to the Company either before suit thereupon is filed or within 20 business days thereafter, be resolved exclusively by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration proceeding shall be conducted before a panel of three arbitrators sitting in Cincinnati, Ohio with each of the Company and the Executive selecting an arbitrator, with such selected arbitrators then selecting the third arbitrator. Judgment may be entered on the arbitration panel’s award in any court having jurisdiction.

(b) Any legal action concerning this Agreement, other than an arbitration described in paragraph (a) of this Section 5.06, whether instituted by the Company or the Executive, shall be brought and resolved only in a state court of competent jurisdiction located in the territory that encompasses the county in which Cincinnati, Ohio is located. Each of the Company and the Executive hereby irrevocably consents and submits to and shall take any action necessary to subject itself to the personal jurisdiction of that court and hereby irrevocably agrees that all claims in respect of the action shall be instituted, heard, and determined in that court. Each of the Executive and the Company agrees that such court is a convenient forum, and hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of the action. Any final judgment in the action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c) To the fullest extent permitted by applicable law, in the event the Executive prevails on any material issue in dispute, the Company shall pay all costs and expenses, including attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any provision of this Agreement. The Company shall pay prejudgment interest on any money judgment obtained by the Executive as a result of such proceeding, calculated at the rate provided in Section 1274(b)(2)(B) of the Code. Any reimbursement or payment of amounts provided under this Section 5.06(c), shall be subject to the following rules: (i) the expenses must be incurred during the Executive’s lifetime; (ii) the Executive must submit to the Company a written request for payment or reimbursement, as applicable, together with reasonable evidence that the fees and expenses were incurred, no later than sixty (60) days following the end of the month in which the eligible fees or expenses were incurred; (iii) any reimbursement or payment shall be made by the Company to the Executive within ten (10) calendar days after the Company’s receipt of the Executive’s written request, or such later date as required by Sections 5.02 or 5.03; (iv) the amount of expenses eligible for reimbursement during any calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; and (v) the right to reimbursement shall not be subject to liquidation or exchange for another benefit.

Section 5.07 Successors; Binding Agreement. In addition to any obligations imposed by law upon any successor to the Company, the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The provisions of this Section 5.07 shall continue to apply to each subsequent employer of Executive bound by this Agreement in the event of any merger, consolidation, or transfer of all or substantially all of the business or assets of that subsequent employer. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees.

Section 5.08 Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by facsimile or mailed by reputable overnight mail or United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

At the last known residence address for the Executive reflected on the payroll records of the Company.

Section 5.09 Miscellaneous. Except as otherwise provided in Section 5.02, no provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by the Executive and an officer of the Company specifically authorized by the Board of Directors of the Company. No waiver by either party hereto at any time of any breach by the other party hereto, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Ohio. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, or local law and any additional withholding to which the Executive has agreed.

Section 5.10 Entire Agreement. This Agreement and the documents specifically referenced herein (as amended as of the Effective Time) shall constitute the entire agreement between the Company and the Executive with respect to the subject matter hereunder and no other agreements, representations, oral or otherwise, express or implied, with respect to such subject matter shall be binding on the Company or the Executive.

Section 5.11 No Contract of Employment. Neither the establishment of the Agreement nor the payment of any benefits under the Agreement shall be construed as giving the Executive, or any person whosoever, the right to be retained in the service of the Company and Executive acknowledges that Executive’s employment is “at-will”.

Section 5.12 Nonalienation of Benefits. None of the payments, benefits or rights of the Executive under the Agreement shall be subject to any claim of any creditor of the Executive (other than the Company as provided in Section 5.05), and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment, trustee’s process, or any other legal or equitable process available to any creditor of such Executive (other than the Company as provided in Section 5.05). The Executive shall not alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments which he may expect to receive, contingently or otherwise, under the Agreement.

Section 5.13 Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

Section 5.14 Counterparts. This Agreement may be executed in several counterparts (including by means of facsimile), each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

Section 5.15 Survival. The terms of this Agreement shall survive any termination of the Executive’s employment or expiration of the Protection Period respecting any payments or benefits due to the Executive, or other rights of the Executive hereunder maturing, during the Protection Period.

IN WITNESS WHEREOF, the Company and the Executive have caused this Agreement to be executed as of the date first written above.

Intending to be legally bound hereby, I execute the foregoing General Release this day of , 20 .

Milacron Inc. (the “Company”) hereby establishes, effective as of May 4, 2005, the Milacron Inc. Director Deferred Compensation Plan (the “Plan”) on the terms and conditions hereinafter set forth. Such Plan provides certain members of the Company’s Board of Directors the opportunity to receive deferred compensation in accordance with the provisions of the Plan.

1. Definitions. For the purposes hereof, the following words and phrases shall have the meanings set forth below, unless their context clearly requires a different meaning:

“Account” means the bookkeeping account maintained by the Company on behalf of each Participant as provided herein. The sum of each Participant’s Deferral Sub-Account and Restricted Sub-Account, in the aggregate, shall constitute his Account.

“Company” means Milacron Inc. and its successors, including, without limitation, the surviving corporation resulting from any merger or consolidation of Milacron Inc. with any other corporation, limited liability company, joint venture, partnership or other entity or entities.

“Common Stock” means the common stock of the Company or any security into which such Common Stock may be changed by reason of any transaction or event of the type referred to in Section 5 hereof.

“Deferral Sub-Account” means the bookkeeping sub-account maintained by the Company on behalf of each Participant pursuant to Section 2 hereof.

“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

“Fair Market Value per Share” means, as of any particular date, (i) the closing sale price per share of Common Stock as reported on the principal exchange on which Common Stock of the Company is then trading, if any, or if there are no sales on such day, on the next preceding trading day during which a sale occurred, or (ii) if clause (i) does not apply, the fair market value of a share of Common Stock as determined by the Board.

“Participant” means any member of the Board who is not an employee of the Company or any of its subsidiaries or affiliates and, during the term of the Director Fee Agreement by and between Bayside Capital, Inc. (together with its affiliates “Bayside”) and the Company, any member of the Board who is not an employee or affiliate of Bayside.

“Restricted Sub-Account” means the bookkeeping sub-account maintained by the Company on behalf of each Participant pursuant to Section 2 hereof.

2. Accounts. The Company shall establish a Deferral Sub-Account and Restricted Sub-Account for each Participant. The Balance in each such sub-account shall reflect the shares of Common Stock, if any, credited by the Company under Section 3 hereof, and adjustments thereto, including dividend equivalents, in accordance with Section 5 hereof. The Company may, in its sole discretion, establish and name such additional sub-accounts as may be appropriate or necessary to facilitate proper recordkeeping, provided that the terms of such additional sub-accounts are consistent with the Plan.

(a) On May 4, 2005, each Participant serving on the Board as of the preceding day shall receive a credit to his Deferral Sub-Account of a number of shares of Common Stock equal to (i) $10,000 divided by (ii) the Fair Market Value per Share as of January 1, 2005. Each Participant joining the Board during 2005 but after May 3 shall receive, on the fifth business day after such Participant becomes a member of the Board, a number of credits to his Deferral Sub-Account calculated in accordance with the prior sentence, but prorated for the amount of the calendar year 2005 during which the Participant is expected to be a member of the Board. On January 5, 2006, and on each January 5th thereafter (unless such day is not a business day, in which event on the next succeeding business day), each Participant serving on the Board as of such date shall receive a credit to his Deferral Sub-Account of a number of shares of Common Stock equal to (i) $10,000 divided by (ii) the Fair Market Value per Share as of the immediately preceding January 1. Each Participant joining the Board after January 1 of 2006 or after the first day of any subsequent calendar year shall receive, on the fifth business day after such Participant becomes a member of the Board, a number of credits to his Deferral Sub-Account calculated in accordance with the prior sentence, but prorated for the amount of such calendar year during which the Participant is expected to be a member of the Board.

(b) The Company may from time to time, in its discretion, credit shares of Common Stock to the Restricted Sub-Account of one or more Participants. The amount of such credits, if any, shall be determined by the Board in its sole discretion.

4. Vesting. Credits to a Participant’s Deferral Sub-Account shall vest daily in equal increments during the period beginning on January 1 of the calendar year in which such credits are made pursuant to Section 3 and ending on December 31 of such year. Notwithstanding the previous sentence, for those Participants joining the Board after January 1 of a given calendar year, daily vesting shall begin the day the Participant joins the Board, and for those Participants who cease to be members of the Board prior to December 31 of a given calendar year, daily vesting shall end on the date the Participant ceases to be a member of the Board. Thus, if a Participant joins the Board after January 1 or ceases to be a member of the Board prior to December 31 of a given year, the amount payable from Participant’s Deferral Sub-Account during such calendar year shall be prorated for the number of days during the calendar year in which the Participant served as a member of the Board. Credits, if any, to a Participant’s Restricted Sub-Account shall be subject to such vesting schedule as may be determined by the Board at the time such credits are approved.

5. Adjustments. The amount credited to the Accounts in accordance with Section 3 hereof, plus dividend equivalents thereon, shall be deemed to be invested at all times in shares of Common Stock, in accordance with procedures established from time to time by the Board. Notwithstanding the preceding sentence, the Company is not and shall not be required to make any investment in shares of Common Stock in connection with this Plan. The Board may make or provide for such adjustments in the number of shares of Common Stock credited to the Accounts as the Board, in its sole discretion exercised in good faith, may determine is equitably required in order to prevent dilution or enlargement of a Participant’s rights that otherwise would result from (i) any stock dividend, stock split, combination of shares, recapitalization, or other change in the capital structure of the Company, (ii) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation, or other distribution of assets or issuance of rights or warrants to purchase securities, or (iii) any other corporate transaction or event having an effect similar to any of the foregoing. In the event of any such transaction or event, the Board, in its sole discretion exercised in good faith, may provide, in substitution for the shares of Common Stock credited to the Accounts, such alternative consideration as it may determine to be equitable in the circumstances.

(a) The vested amounts then-credited to a Participant’s Deferral Sub-Account and Restricted Sub-Account shall be distributed to him or his Beneficiary within 20 days following the date on which the Participant ceases to be a member of the Board. Such distribution shall discharge all obligations of the Company (and any affiliates) to the Participant or Beneficiary under this Plan with respect to such sub-accounts. Notwithstanding the preceding sentence, the Board may, at the time that an amount is credited to a Participant’s Restricted Sub-Account, provide that such amount shall be distributed to him or his Beneficiary within 20 days following the date on which such amount becomes vested.

(b) Subject to Section 14 hereof, a Participant may elect, on a form provided by the Company, to receive distributions from his Deferral Sub-Account or Restricted Sub-Account in cash, shares of Common Stock, or a combination of the foregoing. Notice of the election shall be delivered to the Secretary of the Company no less than 10 days prior to the distribution. To the extent that an amount is to be distributed in the form of cash, the amount of cash shall be calculated based on the Fair Market Value per Share as of the date of the event that gave rise to the distribution. Any shares of Common Stock distributed under the Plan may be shares of original issuance, treasury shares or a combination of the foregoing. The Company shall not be required to issue any fractional shares of Common Stock pursuant to this Plan and may provide for the elimination of fractions. In the event that a Participant does not file a distribution election as provided in this Section 6(b), the distribution shall be made in the form of cash. Any distribution shall be made in a single lump sum.

(c) Notwithstanding anything in this Section 6 to the contrary, (i) the date on which a Participant ceases to be a member of the Board shall be deemed to have not occurred for purposes of this Plan unless such cessation constitutes a “separation from service” within the meaning of Section 409A of the Code, and (ii) if a Participant is a “specified employee” within the meaning of Section 409A of the Code, then any distribution on account of his separation from service may not commence before the date that is 6 months after the date of such separation from service (or, if earlier, the date of death).

(a) This Plan shall be administered by the Board, which may from time to time delegate all or any part of its authority under this Plan to a committee of the Board (or subcommittee thereof), consisting of not less than two directors appointed by the Board, each of whom shall be a “non-employee director” as defined in Rule 16b-3 of the Exchange Act. To the extent of any such delegation, references in this Plan to the Board shall be deemed to be references to any such committee or subcommittee. A majority of the committee (or subcommittee) shall constitute a quorum, and the action of the members of the committee (or subcommittee) present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the committee (or subcommittee).

(b) The Board shall have all such powers as may be necessary to carry out the provisions of the Plan, including the power to (i) resolve all questions pertaining to claims for benefits and procedures for claim review, (ii) resolve all other questions arising under the Plan, including any factual questions and questions of construction, and (iii) take such further action as the Company shall deem advisable in the administration of the Plan. The actions taken and the decisions made by the Board hereunder shall be final and binding upon all interested parties.

(c) Notwithstanding any other provision herein, it is intended that the Plan comply with the provisions of Section 409A of the Code, so as to prevent the inclusion in gross income of any amounts deferred hereunder in a taxable year that is prior to the taxable year or years in which such amounts would otherwise actually be distributed or made available to Participants or Beneficiaries. This Plan shall be construed, administered, and governed in a manner that effects such intent, and the Board shall not take any action that would be inconsistent with such intent. Any provisions that would cause any amount deferred or payable under the Plan to be includible in the gross income of any Participant or Beneficiary under Section 409A(a)(1) of the Code shall have no force and effect unless and until amended to cause such amount to not be so includible (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Board without the consent of the Participant or Beneficiary).

8. Interest of Participants. The obligation of the Company under the Plan to make payment of amounts reflected in an Account merely constitutes the unsecured promise of the Company to make payments from its general assets and no Participant or Beneficiary shall have any interest in, or a lien or prior claim upon, any property of the Company. This Plan shall not confer upon any Participant any right with respect to continuance of service with the Company or any affiliate, nor shall it interfere in any way with any right the Company or any affiliate would otherwise have to terminate such Participant’s service at any time.

9. Nonassignment of Benefits. No right or interest under the Plan of any Participant or Beneficiary shall, without the written consent of the Company, be (i) assignable or transferable in any manner, (ii) subject to alienation, anticipation, sale, pledge, encumbrance, attachment, garnishment or other legal process or (iii) in any manner liable for or subject to the debts or liabilities of the Participant or Beneficiary. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Code, the Board shall honor a judgment, order or decree from a state domestic relations court which requires the payment of part or all of a Participants’ or Beneficiary’s interest under this Plan to an “alternate payee” as defined in Section 414(p) of the Code.

10. Amendment and Termination. The Company reserves the right to amend or terminate the Plan at any time by action of the Board, except that no such action shall reduce the Account balance of any Participant or his Beneficiary who has an Account, without the consent of the Participant or Beneficiary. Notwithstanding the foregoing, in the event that the Plan is terminated, the vested amounts allocated to a Participant’s Account shall be distributed to the Participant or his Beneficiary on the dates on which the Participant or his Beneficiary would otherwise receive benefits hereunder without regard to the termination of the Plan; provided, however, that to the extent permitted by Section 409A of the Code, the Board may direct that the Participant or his Beneficiary receive an immediate lump sum payment equal to the vested amount credited to his Account.

11. Governing Law. Except to the extent preempted by federal law, the provisions of the Plan shall be governed and construed in accordance with the laws of the State of Delaware.

12. Successors. This Plan shall be binding upon and inure to the benefit of the Company and any successor of or to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business and/or assets of the Company whether by sale, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this Plan), and the heirs, beneficiaries, executors and administrators of each Participant.

13. No Funding Required. The Company may create a trust to hold funds to be used in payment of its obligations under the Plan, and may fund such trust; provided, however, that any funds contained therein shall remain liable for the claims of the Company’s general creditors.

14. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws in connection with the Plan; provided, however, notwithstanding any other provision of this Plan, the Company shall not be obligated to issue any Common Stock pursuant to this Plan if the issuance thereof would result in a violation of any such law, in which case the Company shall satisfy its obligations under Section 6 hereof in cash rather than shares of Common Stock.

(a) Headings in this Plan are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof. Unless the context clearly requires otherwise, the masculine pronoun wherever used herein shall be construed to include the feminine pronoun.

(b) Any reference in this Plan to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury or the Internal Revenue Service.

(c) For purposes of the Plan, the phrase “permitted by Section 409A of the Code,” or words or phrases of similar import, shall mean that the event or circumstance shall only be permitted to the extent it would not cause an amount deferred or payable under the Plan to be includible in the gross income of a Participant or Beneficiary under Section 409A(a)(1) of the Code.

WHEREAS, the Company previously granted to the Grantee the awards set forth in Exhibit A (the “Awards”) pursuant to and subject to the terms of the Milacron Inc. 1994 Long-Term Incentive Plan, the 1997 Long-Term Incentive Plan, the 2004 Long-Term Incentive Plan and other arrangements which reference the “Change in Control” definition in the 2004 Long-Term Incentive Plan (the “Plans”), as applicable; and

THIS DIRECTOR FEE AGREEMENT (this “Agreement”) is made and entered into as of October 2, 2007, by and among Milacron Inc., a Delaware corporation “Company”), and Bayside Capital, Inc., a Florida corporation (together with its affiliates, “Bayside”).

1. Appointment of Directors. The parties agree and acknowledge that certain employees of Bayside shall become members of the board of directors of the Company pursuant to the terms of the Certificate of Designation of the Company’s Series B Preferred Stock and the Company’s By-Laws (the “Bayside Board Appointees”).

2. Director Compensation. The parties acknowledge and agree that non-employee directors of the Company are eligible to receive certain cash and equity compensation pursuant to the Company’s director compensation program as described on Exhibit A, which program may be amended from time to time in the Company’s sole discretion (the “Board Compensation”).

3. Payment to Bayside. The parties agree that any and all such Board Compensation that would otherwise be delivered to Bayside Board Appointees shall be delivered to Bayside and Bayside shall have sole right, title and interest in any such Board Compensation, subject to the following modifications:

(a) In lieu of receiving any Board Compensation or other compensation in the form of equity, including, without limitation, under any circumstance where the receipt of any equity security or security convertible into or exercisable or exchangeable therefor would result in a tax or other consequence which, in the sole discretion of Bayside, would make it undesirable or impracticable to receive such form of non-cash compensation, Bayside shall instead be entitled to receive an amount of cash equal to the grant date fair value of the award, as determined for financial statement reporting purposes. The cash payment shall be subject to the same vesting schedule as the equity award (determined without regard to earlier vesting upon death, disability or retirement) and shall be paid within 10 calendar days following the applicable vesting date.

(b) In lieu of receiving any Board Compensation as a credit to the Milacron Inc. Director Deferred Compensation Plan (the “Director Plan”), including, without limitation, under any circumstance where the receipt of any equity security or security convertible into or exercisable or exchangeable therefor would result in a tax or other consequence which, in the sole discretion of Bayside, would make it undesirable or impracticable to receive such form of non-cash compensation, Bayside shall instead be entitled to receive an amount of cash equal to the grant date fair value of the credit, as determined for financial statement reporting purposes. The amount otherwise credited to the deferred stock account under the Director Plan shall be paid in cash to Bayside within 10 calendar days after the date of grant. The amount otherwise credited to the restricted stock account under the Director Plan shall be subject to the same vesting schedule as amounts credited to that account (determined without regard to earlier vesting upon death, disability or retirement) and shall be paid within 10 calendar days following the applicable vesting date.

4. Term. This Agreement will commence as of the date hereof and will remain in effect until the date upon which no Bayside Board Appointees are members of the board of directors of the Company.

5. Company Representations. The Company hereby represents and warrants to Bayside that (i) the execution, delivery and performance of this Agreement by the Company does not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Company is a party or by which it is bound and (ii) upon the execution and delivery of this Agreement by Bayside, this Agreement shall be the valid and binding obligation of the Company, enforceable in accordance with its terms.

6. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Bayside, the Company and their respective successors and assigns, except that without the prior written consent of the other party, a party will not assign, transfer or convey any of its rights, duties or interest under this Agreement, nor will it delegate any of the obligations or duties required to be kept or performed by it hereunder.

7. Payment. Any payments or deliveries contemplated herein shall be delivered to Bayside as directed by John Bolduc by notice of request of direction of the Company sent to John Bolduc at:

Bayside Capital, Inc.
1001 Brickell Bay Drive, 26^th Floor
Miami, FL 33131
Attn: John Bolduc
Facsimile: (305) 379-2013

or to such other addresses as either party hereto may from time to time give notice of.

8. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance will, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those which are invalid or unenforceable, will not be affected thereby, and each term and provision of this Agreement will be valid and be enforced to the fullest extent permitted by law.

9. No Waiver. The failure of the Company or Bayside to seek redress for any violation of, or to insist upon the strict performance of, any term or condition of this Agreement will not prevent a subsequent act by the Company or Bayside, which would have originally constituted a violation of this Agreement by the Company or Bayside, from having all the force and effect of any original violation. The failure by the Company or Bayside to insist upon the strict performance of any one of the terms or conditions of the Agreement or to exercise any right, remedy or election herein contained or permitted by law will not constitute or be construed as a waiver or relinquishment for the future of such term, condition, right, remedy or election, but the same will continue and remain in full force and effect. Except to the extent that the Company’s rights of termination are limited herein, all rights and remedies that the Company or Bayside may have at law, in equity or otherwise upon breach of any term or condition of this Agreement, will be distinct, separate and cumulative rights and remedies and no one of them, whether exercised by the Company or Bayside or not, will be deemed to be in exclusion of any other right or remedy of the Company or Bayside

10. Entire Agreement; Amendment; Certain Terms. This Agreement contains the entire agreement among the parties hereto with respect to the matters herein contained and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. The provisions of this Agreement may be amended only with the prior written consent of the Company and Bayside

11. Governing Law. This Agreement will be governed by and construed in accordance with the internal laws of the State of Ohio without reference to the laws of any other state.

12. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

13. Delivery by Facsimile. This Agreement and any amendments hereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party hereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto shall raise the use of a facsimile machine to deliver a signature or the fact that any signature was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

IN WITNESS WHEREOF, this Director Fee Agreement has been duly executed as of the date first above written.


By:		/s/ Ronald D. Brown Ronald D. Brown Chairman, President and Chief Executive Officer

THIS AMENDMENT NO. 3 TO RIGHTS AGREEMENT (this “Amendment”), dated as of October 1, 2007, is between Milacron Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), a New Jersey limited liability company, as rights agent (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement dated as of February 5, 1999, as amended by Amendment No. 1 thereto dated as of March 11, 2004 and as further amended by Amendment No. 2 thereto dated as of June 9, 2004, between the Company and the Rights Agent (the “Rights Agreement”); and

WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and the Rights Agent desire to further amend the Rights Agreement as set forth below;

Section 1 of the Rights Agreement is hereby amended to add the following new definition:

“Glencore Voting Agreement” shall mean the Voting Agreement to be entered into on or about October 1, 2007, by and among the Company and Glencore Finance AG.

The Rights Agreement is amended by adding thereto a new Section 34 thereof to read in its entirety as follows:

“Section 34. Exception for Glencore Voting Agreement. Notwithstanding any provision of the Rights Agreement to the contrary, no person shall be deemed the Beneficial Owner of Common Shares by reason of the approval, execution, delivery, announcement, pendency or consummation of the Glencore Voting Agreement or any action or transaction contemplated thereby (including without limitation the grant of an irrevocable proxy in accordance with such agreement), and the Glencore Voting Agreement shall be disregarded for purposes of determining whether a person is the Beneficial Owner of Common Shares.”

By its execution and delivery hereof, the Company states that this Amendment is in compliance with the terms of Section 26 of the Rights Agreement and directs the Rights Agent to execute this Amendment.

This Amendment shall be effective upon its execution by both parties hereto. Except as expressly amended hereby, this Rights Agreement shall remain in full force and effect and shall otherwise be unaffected hereby. Upon the effectiveness of this Amendment, the term “Rights Agreement” as used in the Rights Agreement shall refer to this Rights Agreement as amended hereby.

This Amendment No. 3 shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. This Amendment may be executed in counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts together shall constitute but one and the same instrument. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other public or governmental authority to be invalid, illegal, or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed and delivered as of the date first set forth above.


By:		/s/ Hugh C. O’Donnell Name: Hugh C. O’Donnell Title: Senior Vice President, General Counsel and Secretary

THIS AMENDMENT NO. 4 TO RIGHTS AGREEMENT (this “Amendment”), dated as of October 2, 2007, is between Milacron Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), a New Jersey limited liability company, as rights agent (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement dated as of February 5, 1999, as amended by Amendment No. 1 thereto dated as of March 11, 2004, Amendment No. 2 thereto dated as of June 9, 2004, and by Amendment No. 3 thereto dated as of October 1, 2007, between the Company and the Rights Agent (the “Rights Agreement”); and

WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and the Rights Agent desire to further amend the Rights Agreement as set forth below;

Section 1 of the Rights Agreement is hereby amended to add the following new definition:

“Securities Purchase Agreement” shall mean the Securities Purchase Agreement to be entered into on or about October 2, 2007, by and among Ohio Plastics, LLC and Glencore Finance AG.

The Rights Agreement is amended by adding thereto a new Section 35 thereof to read in its entirety as follows:

“Section 35. Exception for Securities Purchase Agreement. Notwithstanding any provision of the Rights Agreement to the contrary, a Distribution Date shall not be deemed to have occurred, none of the transactions, events or rights under Section 11 of this Rights Agreement shall become applicable or be triggered, none of Ohio Plastics, LLC or any of its Affiliates or Associates shall be constituted or deemed to be or have become an Acquiring Person, and no holder of any Rights shall be entitled to exercise such Rights under or be entitled to any rights pursuant to this Agreement, including, without limitation, to any of Sections 3, 7 or 11 of this Rights Agreement, in all such cases by reason or as a consequence of the approval, execution, delivery, announcement, pendency of, or consummation of any of the transactions contemplated by, the Securities Purchase Agreement.”

This Amendment No. 4 shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. This Amendment may be executed in counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts together shall constitute but one and the same instrument. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other public or governmental authority to be invalid, illegal, or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to be duly executed and delivered as of the date first set forth above.


By:		/s/ Hugh C. O’Donnell Name: Hugh C. O’Donnell Title: Senior Vice President, General Counsel and Secretary

VOTING AGREEMENT, dated as of October 2, 2007 (this “Agreement”), by and among Milacron Inc., a Delaware corporation (the “Company”) and Glencore Finance AG (“Glencore” or the “Stockholder”).

WHEREAS, Glencore owns 287,500 shares (the “Covered Shares”) of 6.0% Series B Convertible Preferred Stock (the “Series B Preferred Stock”) of the Company.

WHEREAS, Glencore desires to sell, and Ohio Plastics, LLC, a Delaware limited liability company (“Ohio Plastics”), wishes to buy, all of the Covered Shares.

WHEREAS, Glencore and Ohio Plastics requested that the Board of Directors of the Company (the “Board”) render inapplicable certain restrictions imposed by Section 203 of the Delaware General Corporation Law (the “DGCL”) that may otherwise apply to Ohio Plastics upon its purchase of the Covered Shares.

WHEREAS, Glencore and Ohio Plastics also requested that the Board adopt certain amendments to the Rights Agreement dated as of February 5, 1999 between the Company and Mellon Investor Services LLC, as the same has been amended (the “Rights Agreement”), in order to prevent the exercise of rights under such agreement that may dilute Ohio Plastics’ ownership interest in the Company following the purchase of the Covered Shares by Ohio Plastics.

WHEREAS, a committee of the Board duly formed to take action with respect to such requests (the “Special Committee”) has determined that it is in the best interests of the Company and its stockholders to render inapplicable the restrictions imposed by Section 203 of the DGCL and adopt the requested amendment to the Rights Agreement if Glencore enters into this Agreement.

NOW THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1.1 Defined Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below.

“Business Day” means any day other than a Saturday or Sunday or a day on which banks are required or authorized to be closed in the city of Cincinnati, Ohio.

“Charter Amendments” means the amendments to the Certificate of Designation of the 6.0% Series B Convertible Preferred Stock of the Company that are in the form attached hereto as Exhibit A.

“Person” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity, or any group comprised of two or more of the foregoing.

“Special Committee” has the meaning set forth in the Recitals to this Agreement.

“Special Meeting” means any meeting of the stockholders of the Company, including any adjournment or postponement of such meeting, at which the Charter Amendments are submitted for stockholder consideration.

2.1 Agreement to Vote. Notwithstanding any transfer of the Covered Shares to any other party, the Stockholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at the Special Meeting, however noticed and called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company in lieu of a Special Meeting, the Stockholder shall, in each case to the fullest extent that the Stockholder is entitled to vote the Covered Shares thereon or consent thereto:

(a) appear at each such Special Meeting or otherwise cause the Covered Shares to be counted as present thereat for purposes of calculating a quorum; and

(b) vote (or cause to be voted), in person or by proxy or consent, as applicable, all of the Covered Shares: (i) in favor of the adoption of the Charter Amendments; (ii) against any action or agreement submitted for the vote or written consent of stockholders that is in opposition to, or inconsistent with, the Charter Amendments; and (iii) against any other action, agreement or transaction submitted for the vote or written consent of stockholders that is intended to, or would reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the adoption of the Charter Amendments.

2.2 No Inconsistent Agreements. The Stockholder hereby covenants and agrees that, except for this Agreement, the Stockholder (a) has not entered into, and shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Covered Shares, (b) has not granted, and shall not grant at any time while this Agreement remains in effect, a proxy (except pursuant to Section 2.3 hereof), consent or power of attorney with respect to the Covered Shares and (c) has not taken and shall not knowingly take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing any of its obligations under this Agreement. For the avoidance of doubt, the entering into, execution, delivery and performance of any agreement by and between Glencore and Ohio Plastics with respect to the sale and purchase of the Covered Shares shall not be deemed to violate the foregoing sentence.

2.3 Proxy. The Stockholder hereby irrevocably appoints as its proxy and attorney-in-fact, Charles F. C. Turner and Larry D. Yost, and each of them and their successors and assigns (collectively, the “Grantees”), with full power of substitution and resubstitution, from the date hereof to the termination of this Agreement in accordance with Section 5.1, to vote with respect to the Covered Shares in accordance with Section 2.1 hereof and, in the discretion of the Grantees, with respect to any proposed postponements or adjournments of any Special Meeting and to sign or execute on behalf of the Stockholder (as a stockholder of record of the Company as of the record date for any action) any ballot, proxy, consent, certificate or other document relating to the Company that the law permits or requires, in a manner consistent with Section 2.1 of this Agreement. This proxy is coupled with an interest and is intended to secure the voting agreements provided for in this Agreement and shall be irrevocable, and the Stockholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by the Stockholder with respect to the Covered Shares. The irrevocable proxy set forth in this Section 2.3 shall be valid and irrevocable until the termination of this Agreement in accordance with Section 5.1. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such Stockholder acknowledges and agrees that the vote (or consent) of any one of the above-named Grantees (or their substitutes) shall control in any conflict between the vote by such Grantees of such Covered Shares (or consent by such Grantees with respect to such Covered Shares) and a vote by such Stockholder of such Covered Shares (or consent by such Stockholder with respect to such Covered Shares).

2.4 Purchase and Sale of the Covered Shares. The parties hereto acknowledge and agree that the agreements made by the Stockholder hereunder are given as inducement for, in consideration of, and as a condition precedent to, the entering into, execution and delivery of any agreement by and between Glencore and Ohio Plastics with respect to the sale and purchase of the Covered Shares.

3.1 Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company as follows:

(a) Organization; Authorization; Validity of Agreement; Necessary Action. The Stockholder is duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Stockholder has the requisite power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution and delivery by the Stockholder of this Agreement and the performance by it of its obligations hereunder have been duly and validly authorized by the Stockholder and no other actions or proceedings on the part of the Stockholder are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and constitutes a legal, valid and binding agreement of the Stockholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles.

(b) No Violation. Neither the execution and delivery of this Agreement by the Stockholder, nor the performance by the Stockholder of its obligations under this Agreement, nor the consummation by the Stockholder of the transactions contemplated hereby nor compliance by the Stockholder with any of the provisions herein will (i) result in a violation or breach of or conflict with the governing documents of the Stockholder, or (ii) violate any judgments, decrees, injunctions, rulings, awards, settlements, stipulations, orders or law applicable to the Stockholder or any of its respective properties, rights or assets.

4.1 Prohibitions. The Stockholder hereby agrees it shall not (i) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, the Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (ii) take any action that could restrict or otherwise affect the Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Notwithstanding anything in this Agreement to the contrary, the representations, warranties and covenants of the Stockholder set forth herein shall apply only with respect to the voting rights that the Covered Shares confer upon the Stockholder as of the record date for stockholder action on the Charter Amendments, and for the avoidance of doubt (except as provided in Section 5.2) shall not prohibit the entering into, execution, delivery and performance of any agreement by and between Glencore and Ohio Plastics with respect to the sale and purchase of the Covered Shares.

4.2 Further Assurances. From time to time, at the Company’s request and without further consideration, the Stockholder shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or advisable to effect the actions and consummate the transactions contemplated by this Agreement. Without limiting the foregoing, the Stockholder hereby authorizes the Company to publish and disclose in any announcement or disclosure required by the SEC the Stockholder’s identity and ownership of the Covered Shares and the nature of the Stockholder’s obligations under this Agreement.

5.1 Termination. This Agreement shall remain in effect until the earlier to occur of (a) the delivery to the Company of a certificate from the duly appointed inspector of elections of a Special Meeting certifying that the Charter Amendments have been adopted by the required approvals listed in the Company’s proxy statement for such Special Meeting and (b) December 31, 2007, and after the occurrence of such applicable event this Agreement shall terminate and be of no further force. Nothing in this Section 5.1 and no termination of this Agreement shall relieve or otherwise limit any party of liability (in contract, tort or otherwise, and whether existing in law or equity) for any breach of this Agreement.

(a) The Covered Shares may not be transferred, in whole or in part, unless proper provision shall be made to ensure that the certificate(s) issued to the transferee that represent such transferred shares include(s) the following legend on the face thereof, which shall remain on such certificate(s) until the termination of this Agreement:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THE VOTING AGREEMENT DATED AS OF OCTOBER 2, 2007 BETWEEN GLENCORE FINANCE AG AND THE COMPANY, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SHALL BE PROVIDED TO A STOCKHOLDER OF THE COMPANY FREE OF CHARGE UPON A REQUEST THEREFOR.”

In addition to the foregoing provisions, the Stockholder shall not transfer one or more of the Covered Shares to any other Person unless, prior to such transfer, the Stockholder and such Person execute and deliver an acknowledgement substantially in the form attached hereto as Exhibit B and deliver such acknowledgement to the Company.

5.3 No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect ownership or incidence of ownership of or with respect to any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and the Company shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

5.4 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (upon telephonic confirmation of receipt), on the first Business Day following the date of dispatch if delivered by a recognized next day courier service or on the third Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, post prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

Milacron Inc.
2090 Florence Ave.
Cincinnati, OH 45206
Attention: Hugh O’Donnell
Facsimile No.: 513-487-5969

1201 N. Market Street,
P. O. Box 1347
Wilmington, DE 19899-1347
Attention: A. Gilchrist Sparks, III
Facsimile No.: 302-425-4683

Glencore Finance AG
Baarermattstrasse 3
CH-6341 Baar
Switzerland
Attention: Steven N. Isaacs
Facsimile No.: 011-41-41-709-2848

Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
Attention: Matthew M. Weber
Facsimile No.: 212-504-6666

5.5 Interpretation. This Agreement is the product of negotiation by the parties having the assistance of counsel and other advisers. It is the intention of the parties that this Agreement not be construed more strictly with regard to one party than with regard to the other.

5.6 Counterparts. This Agreement may be executed by facsimile and in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

5.7 Entire Agreement. This Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written and oral, that may have related to the subject matter hereof in any way.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall, to the fullest extent permitted by applicable law, be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware (and any appellate court of the State of Delaware) and the Federal courts of the United States of America located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, to the fullest extent permitted by applicable law, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware (and any appellate court of the State of Delaware) and the Federal courts of the United States of America located in the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or a Federal court of the United States of America located in the State of Delaware.

(b) Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or other proceeding arising out of this Agreement or the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, by, among other things, the mutual waiver and certifications in this Section 5.8.

(c) To the fullest extent permitted by applicable law, each party hereto irrevocably consents to the service of process out of any of the aforementioned courts in any suit, action or other proceeding arising out of this Agreement by the mailing of copies thereof by mail to such party at its address set forth in this Agreement, such service of process to be effective upon acknowledgement of receipt of such registered mail; provided that nothing in this Agreement shall affect the right of any party to serve legal process in any other manner permitted by law.

5.9 Amendment; Waiver. This Agreement may not be amended except by an instrument in writing signed by the duly appointed officer of the Company upon direction of the Special Committee and by the Stockholder. Each party may waive any right of such party hereunder by an instrument in writing signed by such party and delivered to the Company and the Stockholder.

5.10 Remedies. i) Each party hereto acknowledges that monetary damages would not be an adequate remedy in the event that any covenant or agreement in this Agreement is not performed in accordance with its terms, and it is therefore agreed that, in addition to and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof. Each party hereto agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy.

(b) All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

5.11 Severability. Any term or provision of this Agreement which is determined by a court of competent jurisdiction to be invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction, and if any provision of this Agreement is determined to be so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable, in all cases so long as neither the economic nor legal substance of the transactions contemplated hereby is affected in any manner adverse to any party or its stockholders. Upon any such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties as closely as possible and to the end that the transactions contemplated hereby shall be fulfilled to the maximum extent possible.

5.12 Successors and Assigns; Third Party Beneficiaries. The Special Committee is hereby acknowledged and made a third party beneficiary of this Agreement with full rights and powers to enforce the terms hereof. Except as provided in the preceding sentence, neither this Agreement nor any of the rights or obligations of any party under this Agreement shall be assigned, in whole or in part (by operation of law or otherwise), by any party without the prior written consent of the other party hereto. Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed (where applicable, by their respective officers or other authorized Person thereunto duly authorized) as of the date first written above.


By: Name: Title:		/s/ Larry D. Yost Larry D. Yost Chairman, Special Committee Board of Directors Milacron Inc.
		GLENCORE FINANCE AG
By: Name: Title:		/s/Barbara Wolfensberger Barbara Wolfensberger Director
And
By: Name: Title:		/s/ Steven Isaacs Steven Isaacs Director

FIRST: Section 9 of the Certificate of Designation of Voting Powers, Designation, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of 6.0% Series B Convertible Preferred Stock (the “Designation”) of the Milacron Inc. (the “Company”) is hereby amended by inserting the following text as a new paragraph (vi) at the end of Section 9:

(vi) Notwithstanding the foregoing provisions of this Section 9, no Series B Preferred Stock may be redeemed by the Company pursuant to the provisions of this Section 9 unless such redemption is permitted by or complies with the terms and provisions of the Financing Agreements, including, without limitation, Section 4.07 of the Indenture governing the Company’s 11 1/2% Senior Secured Notes due 2011, between Milacron Escrow Corporation and U.S. Bank National Association, dated May 26, 2004, as amended and supplemented.

SECOND: The definition of “Initial Investors” set forth in Section 18 of the Designation is hereby amended to read in its entirety as follows:

“Initial Investors” means (i) Glencore Finance AG, (ii) Mizuho International plc, (iii) Ohio Plastics, LLC and its affiliates and associates and (iv) solely for purposes of the definition of “Change of Control,” any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) who beneficially owns shares of capital stock of the Company that at any time were beneficially owned by any of the persons described in clause (iii). For purposes of this paragraph, shares are “beneficially owned” by a person who would be considered a beneficial owner of such shares pursuant to Rules 13d-3 and 13d-5 under the Exchange Act.

THIRD: Clause (i) of the definition of “Change of Control” set forth in Section 18 of the Designation is hereby amended to replace the word “both” with the word “more.”

FOURTH: The definition of “Contingent Warrants” set forth in Section 18 of the Designation is hereby amended to replace the words “the Initial Investors” with the words “Glencore Finance AG and Mizuho International plc.”

FIFTH: The definition of “Note Purchase Agreement” set forth in Section 18 of the Designation is hereby amended to replace the words “the Initial Investors” with the words “Glencore Finance AG and Mizuho International plc.”

Acknowledgement. By their execution of this document, Glencore Finance AG (“Glencore”) and [ ] (the “Transferee”) hereby acknowledge and agree that the shares of 6% Series B Convertible Preferred Stock of Milacron Inc. (the “Company”) to be transferred by Glencore to the Transferee are subject to certain voting restrictions and an irrevocable proxy set forth in the Voting Agreement dated as of [ ] _, 2007 by and among the Company and Glencore, a copy of which is attached hereto and incorporated herein by reference.

CINCINNATI, Ohio – October 3, 2007...Milacron Inc. (NYSE: MZ), a leading global supplier of plastics-processing technologies and industrial fluids, announced that the board of directors has approved the purchase by an affiliate of Bayside Capital, Inc. of a majority of the company’s 6% Series B convertible preferred stock, 57.5% of the total, from Glencore Finance AG, the original holder of the shares first issued in 2004.

“We are very encouraged by this investment,” said Ronald D. Brown, Milacron chairman, president and chief executive officer. “Bayside has an excellent reputation and a proven track record of successful investment in industrial companies. We believe the financial, strategic and operational expertise that Bayside can provide will play an important role in driving our long-term success, both in terms of profitable growth in world markets and value creation for our shareholders.”

“We are looking forward to our involvement with Milacron,” said John Bolduc, managing director of Bayside Capital. “The company has an experienced management team, leading market position and is well positioned to take advantage of the opportunities in its markets.”

Milacron’s Series B holders are entitled to majority representation on the board. Consequently, the board has approved the appointment of Bayside representatives John Bolduc, John Caple, Tiffany Kosch and Lewis Schoenwetter to the board of directors. They replace Series B directors Mark Jacobson, Duane Stullich, Thomas Thompson and Brent Williams, who have resigned.

The transaction will constitute an ownership change for U.S. federal income tax purposes, which will limit Milacron’s future use of pre-change net operating loss carryforwards. Consequently, in addition to transaction-related charges of approximately $2 million, most of which are non-cash, the company also expects to record a non-cash writedown of deferred tax assets of approximately $63 million in the fourth quarter.

The forward-looking statements above by their nature involve risks and uncertainties that could significantly impact operations, markets, products and expected results. For further information please refer to the Cautionary Statement included in the company’s most recent Form 10-Q on file with the Securities and Exchange Commission.

Bayside Capital is an affiliate of H.I.G. Capital, a leading middle market private equity investment firm specializing in acquisitions and recapitalizations of middle market businesses. Founded in 1993, H.I.G. Capital has over $4 billion of committed equity capital under management and is one of the most active private equity investors in small- and medium-sized companies.

First incorporated in 1884, Milacron is a leading global supplier of plastics-processing technologies and industrial fluids, with major manufacturing facilities in North America, Europe and Asia. For further information, visit www.milacron.com or call the toll-free investor line: 800-909-MILA (800-909-6452).


Delaware	001-08485	311062125
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

2090 Florence Avenue, Cincinnati, Ohio		45206
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	Milacron Inc.

October 5, 2007	By:	Hugh C. O'Donnell

		Name: Hugh C. O'Donnell
		Title: Senior Vice President, General Counsel and Secretary


Exhibit No.		Description

10.1		Milacron Inc. Retirement Plan for Non-Employee Directors, as amended October 1, 2007
10.2		Form of Amendment to Executive Severance Agreement relative to Robert C. McKee
10.3		Form of Amendment to Executive Severance Agreement relative to R. D. Brown, R. A. Anderson and H. C. O'Donnell
10.4		Form of Award Amendment Agreement relative to R. D. Brown
10.5		Form of Award Amendment Agreement relative to R. A. Anderson, H. C. O'Donnell and R. C. McKee
10.6		Milacron Inc. 1994 Long-Term Incentive Plan, as amended October 1, 2007
10.7		Milacron Inc. 1997 Long-Term Incentive Plan, as amended October 1, 2007
10.8		Milacron Inc. 2004 Long-Term Incentive Plan, as amended October 1, 2007
10.9		Milacron Inc. 2002 Short-Term Incentive Plan, amended as of October 1, 2007
10.10		Milacron Inc. Supplemental Retirement Plan, as amended October 1, 2007
10.11		Milacron Inc. Supplemental Pension Plan, as amended October 1, 2007
10.12		Milacron Inc. Supplemental Executive Retirement Plan, as amended October 1, 2007
10.13		Milacron Inc. Supplemental Executive Pension Plan, as amended October 1, 2007
10.14		Form of Special Executive Retention and Severance Agreement relative to R. D. Brown
10.15		Form of Special Executive Retention and Severance Agreement relative to R. A. Anderson, H. C. O'Donnell and R. C. McKee
10.16		Milacron Inc. Director Deferred Compensation Plan, amended as of October 1, 2007
10.17		Form of Notice of Amendment of Award relative to D. R. McIlnay
10.18		Form of Notice of Amendment of Award relative to S. B. Bailey
10.19		Director Fee Agreement
10.20		Amendment No. 3 to Rights Agreement dated as of Jun 9, 2004 between Milacron Inc. and Mellon Investor Services LLC
10.21		Amendment No. 4 to Rights Agreement dated as of Jun 9, 2004 between Milacron Inc. and Mellon Investor Services LLC
10.22		Voting Agreement dated as of October 2, 2007 between Milacron Inc. and Glencore Finance AG
99.1		News Release of Milacron Inc. dated October 3, 2007


Date of Report (Date of Earliest Event Reported):		October 1, 2007


Registrant’s telephone number, including area code:		(513) 487-5000


By:		/s/ Mitzi Brinkman Name: Mitzi Brinkman Title: Relationship Manager


By:		/s/ Mitzi Brinkman Name: Mitzie Brinkman Title: Relationship Manager