Exhibit 10.11

                            REINHOLD INDUSTRIES, INC.
                         DIRECTORS' DEFERRED STOCK PLAN

1.       Purpose.

     The purpose of this Reinhold  Industries,  Inc.  Directors'  Deferred Stock
Plan (the "Plan") is to assist Reinhold Industries, Inc., a Delaware corporation
(the  "Corporation") in recruiting and retaining highly qualified  directors and
to strengthen the commonality of interest between  directors and shareholders by
providing  for the  receipt  by the  directors  of the  Corporation  of all or a
portion of their  Director Fees (as defined below) in the form of Deferred Stock
Rights (as  defined  below).  Any rights  created  under this Plan shall be mere
unsecured contractual rights of participants and their beneficiaries against the
Corporation.  However,  nothing in this Plan shall prohibit the Corporation from
establishing a trust to fund the benefits provided under this Plan.

2.       Administration.

     The Plan  will be  administered  by a  committee  comprising  at least  two
outside  directors as defined in Rule 16b-3  promulgated under Section 16 of the
Exchange Act of 1934.  The  composition  of the Committee is intended to satisfy
Internal Revenue Code Section 162(m) and Rule 16b-3, if applicable.

3.       Participation in the Plan.

     All directors of the  Corporation  who are not employees of the Corporation
("Eligible  Directors")  shall be eligible to be granted  Deferred  Stock Rights
under the  Plan.  The  Corporation  will  maintain  an  account  for each of the
Eligible   Directors  who  receives   Deferred   Stock  Rights  under  the  Plan
("Participants"),  which  account  will be  maintained  even after the  Eligible
Director  ceases to  provide  services  as a  Director,  and until the  Eligible
Director's  Account  in the Plan has been  distributed  in  accordance  with the
provisions of Section 6 of the Plan.  During the period of time the  Corporation
maintains an account for an Eligible  Director,  the Eligible Director will be a
"Participant" participating in the Plan.

4.       Stock Subject to the Plan.

     The maximum  number of shares  that may be issued  under the Plan is twenty
five thousand  (25,000)  shares of the  Corporation's  Common Stock,  subject to
adjustment as provided in Section 10.

5.       Defined Terms.

     "Account" means an account set up for each Participant in the Plan to which
Units are  allocated  pursuant  to Deferred  Stock  Rights,  including  dividend
equivalents.

     "Board" means the Corporation's Board of Directors.

     "Change in Control" is defined in Section 7(b).

     "Deferral  Amount" is the amount of  Directors'  Fees a Director  elects to
defer into the Plan each calendar quarter, calendar year or the aggregate amount
deferred into the Plan over the  Participant's  years of  participation,  as the
context requires.

     "Deferred Stock Rights"  represent the right to receive the Directors' Fees
deferred  under this Plan in the form of Common Stock from the  Corporation on a
later date as elected by the  Participant  in  accordance  with Section 6 of the
Plan.

     "Directors'  Fees"  means the amount that a director is entitled to receive
for serving as a director for a calendar year, including,  but not limited to an
annual  retainer  and any other  fees,  as  determined  from time to time by the
Board.  An Eligible  Director  will be  entitled  to receive  1/12 of his annual
retainer for each full calendar month during which the Eligible  Director serves
as a Director during the applicable calendar year, and any other fees related to
serving as a director approved by the Board of Directors.

     "Distribution  Date" means the date on which the Participant  first becomes
eligible to receive a distribution of Common Stock under the Plan.

     "Election Form" is defined in Section 6(a).

     "Fair Market  Value" shall be the closing  price of the stock as of the day
in question (or, the nearest preceding trading day if the day in question is not
a trading  day) as reported  with  respect to the market in which shares of such
stock are then traded, or, if no such closing prices are reported,  on the basis
of the mean between the high bid and low asked prices that day on the  principal
market or quotation system on which shares of such stock are then quoted, or, if
not so quoted, as furnished by a professional  securities dealer making a market
in such stock selected by the Board or the Committee.

     "Payment  Date"  Payment Dates are dates within five (5) days of each March
31, June 30,  September  30 and  December 31 of each  calendar  year and are the
dates on which Units are allocated to Participants' Accounts.

     "Retirement"  means the date the Eligible  Director  attains age 70 and has
participated in the Plan for five years.

     "Separation  from Service" means the date upon which the Eligible  Director
ceases to serve as a director of the Corporation for any reason  including,  but
not limited to death, disability, removal or resignation.

     "Special Distribution" is defined in Section 6(g).

     "Units" are the units of measure  allocated  to a  Participants  account on
each Payment Date that represent shares of Common Stock that will be distributed
in the future pursuant to a Participant's election
..
6.       Terms, Conditions and Form of Deferred Stock Rights.

     Each election to receive Deferred Stock Rights granted under the Plan shall
be evidenced by a written  agreement  in such form as the  Committee  shall from
time to time approve ("Election Form"), which agreement shall comply with and be
subject to the following terms and conditions:

     (a) Amount of Deferral.  With respect to each  calendar  year,  an Eligible
Director may elect to defer all of his Directors'  Fees  ("Deferral  Amount") by
filing an  Election  Form  prior to the  beginning  of such  calendar  year.  An
Eligible  Director shall have the right to elect to defer each calendar year. If
a Participant  does not file a new Election Form, the Election Form on file will
remain  effective.  A  Participant  may  terminate  such  election  by  filing a
subsequent Election Form with the Committee.  Any such change shall be effective
as of the first day of the calendar  year  immediately  succeeding  the calendar
year in which such Election Form is filed with the Committee. The Deferred Stock
Right shall be paid out in shares of Common Stock as set forth in Section 6(e).

     (b)  Deferred  Stock  Rights.  Subject to Section 14,  effective as of each
January  1  of  each  calendar  year  (or  as  soon   thereafter  as  reasonably
practicable)  commencing for the 2003 calendar year, each Eligible Director then
in office who has elected to defer his  Directors'  Fees in the form of Deferred
Stock  Rights will be granted a Deferred  Stock Right in respect of the Deferral
Amount.  Any  Eligible  Director  who is first  elected  other than at an annual
meeting of shareholders  shall be entitled to receive a Deferred Stock Right for
the Deferral  Amount  (appropriately  prorated)  provided  such election is made
within 30 days from the date the Eligible Director is elected.

     (b)  Accounts.  Promptly  following  January 1 of each calendar  year,  the
Corporation shall establish an account for each Eligible Director who elected to
receive a Deferred Stock Right ("Account"). The Corporation shall credit to each
Eligible  Director's  Account a number  of units  representing  whole  shares of
Common Stock  ("Units") four times per calendar year, on each Payment Dates.  On
each Payment Date,  for each Eligible  Director who elected to defer  Directors'
Fees,  the  Corporation  will  allocate a number of Units to such  Participant's
Account  determined  by dividing  the  Deferral  Amount  earned in the  calendar
quarter  preceding  the Payment  Date, by the Fair Market Value of the shares of
Common Stock on a date within five (5) days of the Payment Date. The Corporation
shall  also  credit  to each  Participant's  Account,  Units  equal  to any cash
dividends  (or the Fair Market  Value of dividends  paid in property  other than
dividends  payable in Common Stock of the Corporation)  payable on the number of
shares of Common Stock represented by the number of Units in each  Participant's
Account  divided  by the  Fair  Market  Value  on the date  such  dividends  are
declared.  A Participant's  Account shall continue to be credited with dividends
in the foregoing manner until the Participant's Distribution Date.

     To the extent that the application of the foregoing formula would result in
the issuance of fractional  shares,  no fractional  shares shall be issued,  but
instead, the Corporation shall maintain a separate  non-interest-bearing account
for each  Participant  with an Account,  a  sub-account  ("Sub-Account"),  which
Sub-Account  shall be  credited  with the  amount of any  Deferral  Amounts  not
convertible  into whole shares of Common Stock,  which amounts shall be combined
with Deferral  Amounts that are paid for the next following  calendar year. When
Units representing whole shares of Common Stock are allocable by the Corporation
to the Participant for any calendar  quarter,  the amounts in such  Sub-Accounts
shall be reduced by that amount which  results in the  allocation of the maximum
number  of  whole  Units  representing  whole  shares  of  Common  Stock to such
Participant's   Account.  The  Corporation  shall  pay  any  and  all  fees  and
commissions  incurred in  connection  with the payment of Deferred  Amounts to a
Participant in shares of Common Stock.

     (d)  Calculation  of  Payment.  Each  Participant's  Account  will  have  a
specified  number of Units  representing  shares of Common Stock allocated to it
each year a Deferred  Stock Right is elected.  The number of shares equal to the
will become  distributable upon the Distribution Date. If a Director  terminates
service as a Director  during the calendar year, he shall forfeit any Directors'
Fees that have not yet been earned.

     (e) Time of Payment.  Subject to Section 7, each  Participant  may elect to
receive payment of his Deferred Stock Right as soon as practicable after (i) the
date upon which the grantee ceases to serve as a director of the Corporation for
any  reason  including,  but  not  limited  to  death,  disability,  removal  or
resignation  ("Separation from Service"), or (ii) the date the Eligible Director
attains age 70 years of age ("Retirement") as submitted in the Election Form. In
the event of a Participant's  death,  the shares of Common Stock issuable to the
Participant   under   Deferred  Stock  Rights  shall  be  issued  to  the  legal
representative or legatee of the Participant.  In the alternative, a Participant
may elect to  designate  a  beneficiary  to receive  his shares  issuable  under
Deferred  Stock  Rights in the event of such  Participant's  death.  In order to
designate a  beneficiary  or  beneficiaries,  such  director  must  complete and
deliver to the Corporation a written form (the  "Beneficiary  Form") on which he
makes such  designation.  Such a designation will become effective when received
by the Corporation.  If the Participant  dies without making a designation,  the
shares   underlying   Deferred  Stock  Rights  shall  be  issued  to  the  legal
representative or legatee of the Participant's  estate.  The first date on which
the Participant  becomes  eligible to receive a distribution  under this Section
6(e) shall be the "Distribution Date."

     At any  time not  less  than 60 days  prior  to a  Distribution  Date,  the
Participant shall be entitled to further defer or postpone the Distribution Date
to any  specific  date or age  which  will  occur at least  one year  after  the
previously  elected  Distribution  Date.  To  be  effective,  however,  the  new
distribution  election form must be completed and filed with the  Corporation no
later than 60 days prior to the Distribution Date.  Distribution will then begin
on the age or date selected by the Participant. A Participant can only defer the
Distribution  Date one time. In no event can a Participant  ever  accelerate the
distribution of his Account to a date prior to a previous Distribution Date.

     (f) Form of Payment.  Eligible  Directors  will be paid in shares of Common
Stock. The Account shall be distributed in the proportion of one share of Common
Stock for one Unit.  The Account  shall be valued and  converted  to a number of
Common Stock as described in Section  6(d)(ii) (any  fractional  shares shall be
converted  to and  paid  in  cash).  The  Director  can  elect  to  receive  his
distribution in either (i) one lump sum payments or (ii) payment in three equal,
annual installments,  with 1/3 of the shares of Common Stock distributed as soon
as practicable after the  Participant's  Distribution Date and 1/3 of the shares
of Common Stock distributed on or near each of the two anniversaries thereafter.

     (g) Special  Distributions.  Notwithstanding  any other  provision  of this
Section  6,  a  Participant  may  elect  to  receive  a  distribution  ("Special
Distribution")   of  part  or  all  of  his  Account  balance  in  one  or  more
distributions if (and only if) the Committee determines, in its discretion, that
the  Participant  has  experienced an unforeseen  emergency that is caused by an
event  beyond the  control of the  Participant  and that would  result in severe
financial  hardship  to the  Participant  if the  early  distribution  were  not
permitted.  Upon such  Special  Distribution,  the  amount of the  Participant's
Account  balance  subject to such  distribution is reduced by ten percent (10%).
Any  distribution  made pursuant to such an election  shall be made within sixty
days of the date such election is submitted to the Committee.  The remaining ten
percent  (10%) of the  portion of the  electing  Participant's  Account  balance
subject to such distribution shall be forfeited.

         7.       Change in Control.

     The  following  provisions of this Section 7 will become  effective  upon a
Change in Control. No portion of this Section 7 will apply to any transaction or
event referred to herein to the extent it is inconsistent  with applicable state
or federal law. Notwithstanding any other provision of this Plan to the contrary
and subject to the provisions of Section 10(b) of this Plan, upon the occurrence
of a Change in  Control,  the benefit  provided  by this  Section 7 shall be the
exclusive  benefit  provided  under this Plan to the Eligible  Directors (and to
their spouses and beneficiaries), and accordingly, each such person shall not be
entitled  to any other  benefits  under this Plan.  Upon  receipt of his benefit
under this Section 7, a person shall cease being a Participant in the Plan.

     (a)  Subject  to  Section  10(b) of this  Plan,  effective  on a Change  in
Control, each Participant's Account (including all contributions and earnings as
of that date) shall be paid to the  Eligible  Director  and/or  beneficiary,  as
applicable,  by the Committee as soon as administratively  practicable following
the Change in Control in the form of a lump sum cash payment.

     (b) "Change in Control"  shall mean (i) the direct or indirect  acquisition
by any person,  entity or group of persons,  within the meaning of Section 13(d)
or 14(d) of the  Securities  Exchange  Act of 1934  ("Act"),  or any  comparable
successor  provisions of beneficial  ownership (within the meaning of Rule 13d-3
promulgated  under the Act) of securities  possessing more than 30 percent (30%)
of the total combined voting power of the Corporation's  outstanding  securities
pursuant  to a tender or  exchange  offer  made  directly  to the  Corporation's
shareholders  which the Board of Directors does not recommend such  shareholders
to accept or (ii) the  approval  by the  shareholders  of the  Corporation  of a
reorganization,  merger, or  consolidation,  in each case, with respect to which
persons  who were  shareholders  of the  Corporation  immediately  prior to such
reorganization, merger or consolidation do not, immediately thereafter, own more
than 30 percent (30%) of the combined voting power entitled to vote generally in
the  election  of  directors  of  the   reorganized,   merged  or   consolidated
Corporation's then outstanding securities, (iii) a liquidation or dissolution of
the  Corporation,  or  (iv)  the  sale  of  all  or  substantially  all  of  the
Corporation's assets.

8.       Assignments.

     Each Deferred  Stock Right granted under the Plan by its terms shall not be
transferable by the Participant otherwise than by will or by the laws of descent
and  distribution,  or  pursuant  to a qualified  domestic  relations  order (as
defined in Section 414(p) of the Internal Revenue Code of 1986, as amended).

9.       Limitation of Rights.

     (a) No Right to Continue as Director. Neither the Plan, nor the granting of
a Deferred  Stock Right nor any other action taken  pursuant to the Plan,  shall
constitute  or be evidence  of any  agreement  or  understanding,  expressed  or
implied, that the Corporation will retain a director for any period of time.

     (b) No Shareholder Rights. Except as specifically set forth in this Plan, a
grantee shall have no rights as a  shareholder  with respect to the Common Stock
covered by his Deferred  Stock Rights until the date of the issuance to him of a
stock certificate covering the shares underlying such Deferred Stock Rights, and
no adjustment  will be made for rights for which the record date is prior to the
date such  certificate  is issued.  Any  voting  rights  with  respect to shares
covered by a Deferred Stock Right shall be exercised by the Committee.

10.      Adjustment Provisions.

     (a)  Recapitalizations.   If,  through  or  as  a  result  of  any  merger,
consolidation,   sale  of  all  or  substantially  all  of  the  assets  of  the
Corporation, reorganization, recapitalization, reclassification, stock dividend,
stock  split,  reverse  stock  split  or  other  similar  transaction,  (i)  the
outstanding  shares of Common Stock are  increased or decreased or are exchanged
for a different number or kind of shares or other securities of the Corporation,
or (ii) additional  shares or new or different shares or other securities of the
Corporation or other non-cash assets of the  Corporation  are  distributed  with
respect to such shares of Common Stock or other  securities,  an appropriate and
proportionate  adjustment  may be made in (x) the  maximum  number  and  kind of
shares  reserved for issuance  under the Plan, (y) the number and kind of shares
or other securities  subject to any then outstanding  Deferred Stock Right under
the Plan,  and (z) the  price for each  share  subject  to any then  outstanding
Deferred  Stock  Right under the Plan.  In the event of any other  extraordinary
dividend  or  distribution,  whether  in  stock,  cash or other  property,  or a
spinoff,  split up or other  extraordinary  transaction,  the  number  of shares
issuable under this Plan shall be subject to such adjustment as the Committee or
the Board may deem  appropriate,  and the number of shares issuable  pursuant to
any  Deferred  Stock Right  theretofore  granted and the price of such  Deferred
Stock Right shall be subject to such  adjustment  as the  Committee or the Board
may deem  appropriate  with a view toward  preserving the value of such Deferred
Stock Right.

     (b) Successors. The Corporation shall require any successor (whether direct
or indirect, by purchase, merger, consolidation, reorganization or otherwise) to
all or  substantially  all of the  business  and/or  assets  of the  Corporation
expressly  to assume and to agree to perform this Plan in the same manner and to
the  same  extent  the  Corporation  would be  required  to  perform  if no such
succession  had taken  place.  This Plan shall be binding  upon and inure to the
benefit of the Corporation and any successor of or to the Corporation, including
without   limitation  any  persons  acquiring  directly  or  indirectly  all  or
substantially  all of the business and/or assets of the  Corporation  whether by
sale,  merger,  consolidation,  reorganization  or otherwise (and such successor
shall thereafter be deemed the  "Corporation" for the purpose of this Plan), and
the  heirs,  beneficiaries,   executors  and  administrators  of  each  Eligible
Director.

11.      Amendment of the Plan.

     The Board may at any time amend or  discontinue  the Plan and the Committee
may at any time amend or cancel any  outstanding  Deferred  Stock  Right for any
purpose,  including,  but not  limited to  satisfying  changes in law or for any
other lawful purpose, but no such action shall adversely affect rights under any
outstanding Deferred Stock Right without the holder's consent.

12.      Notice.

     Any written notice to the Corporation  required by any of the provisions of
the Plan shall be addressed to the Secretary of the Corporation and shall become
effective when it is received.

13.      Effective Date and Duration of the Plan.

     (a) Effective  Date. The Plan shall become  effective on the date set forth
below.  Amendments to the Plan shall become  effective when adopted by the Board
of Directors,  unless otherwise provided. No shareholder approval is required to
implement this Plan.

     (b) Termination. The Plan shall terminate upon the date on which all shares
available for  issuance,  and all cash payable  under,  the Plan shall have been
issued and paid pursuant to the Deferred Stock Rights granted under the Plan.

14.      Miscellaneous

     (a) Investment  Representations.  The Corporation may require any person to
whom a Deferred  Stock Right is granted,  as a condition of such Deferred  Stock
Right,  to give written  assurances  in substance and form  satisfactory  to the
Corporation to the effect that such person is acquiring the Common Stock subject
to the Deferred  Stock Right for his own account for investment and not with any
present  intention of selling or otherwise  distributing  the same,  and to such
other effects as the  Corporation  deems  necessary or  appropriate  in order to
comply with federal and applicable state securities laws.

     (b) Compliance  with  Securities  Laws.  Each Deferred Stock Right shall be
subject to the  requirements  that if, at any time,  counsel to the  Corporation
shall determine that the listing,  registration or  qualification  of the shares
subject to such Deferred Stock Rights upon any securities  exchange or under any
state or federal law is necessary as a condition of, or in connection  with, the
issuance or purchase of shares thereunder,  such shares may not be issued unless
such listing, registration,  qualification, consent or approval, or satisfaction
of such condition shall have been effected or obtained on conditions  acceptable
to the Board. Nothing herein shall be deemed to require the Corporation to apply
for or to obtain  listing,  registration  or  qualification,  or to satisfy such
condition.

     (c)  Withholding   Taxes.   The  Corporation   shall  have  no  withholding
obligations  with  respect to Deferred  Stock  Rights or the  issuance of Common
Stock under this Plan and each Eligible  Director will be responsible  for taxes
owed under the Plan. The Corporation will issue the required  information return
on Form 1099 as appropriate.

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     IN WITNESS WHEREOF, this Plan is effective as of the 30th day of September,
2002.


REINHOLD INDUSTRIES, INC.


By: /s/ Michael T. Furry
    --------------------
        Michael T. Furry, President and Chief Executive Officer


Attest:



   /s/ Brett R. Meinsen
   --------------------
       Brett R. Meinsen, Secretary