EXHIBIT 10.4


                          CONTINENTAL GLOBAL GROUP, INC


                               Phantom Stock Plan

                  1.       Purpose. The purpose of the Phantom  Stock Plan (the
"Plan") is to compensate certain key employees of Continental Global Group, Inc.
(the "Company") and affiliated companies, as hereinafter defined for their
contributions to the Company, and to enhance the interest of such employees in
the continued profitability of the Company.
                  2. Administration. The Plan shall be administered by a Phantom
Stock Committee (the "Committee") appointed by the Board of Directors (the
"Board"). The members of the Committee shall not be eligible, and shall not have
been eligible for a period of at least one year prior to their appointment, to
participate in the Plan or any other plan of the Company entitling the
participants therein to acquire stock, stock options or stock appreciation
rights of the Company.
                  Subject to the provisions of the Plan, the Committee shall
have the exclusive authority to construe the Plan and to establish, amend or
rescind rules for the administration thereof, and shall have such further
authority with respect thereto as may be conferred upon it from time to time by
the Board.
                  3. Eligible Employees; Awards. The Committee may, from time to
time, designate from among the full time employees of the Company, its
subsidiaries and entities of which the Company owns, directly or indirectly,
more than a 50% equity interest ("Affiliated Companies"), those officers and key
employees to whom phantom stock units ("Units") shall be awarded ("Participating
Employees") and the number of Units so awarded, provided that the aggregate
number of Units that may be awarded pursuant to the Plan shall be 20 Units. All
awards of Units under the Plan shall be expressly subject to the prior written
approval of a majority of the outstanding common stock of the Company.
                  4. Unit Accounts. The Company shall establish and maintain a
phantom stock unit account ("Unit Account") for each Participating Employee.
Concomitant with an award of Units pursuant to the Plan, the Company shall
credit to the appropriate Unit Account the number of Units so awarded and the
Base Value thereof. As used herein the "Base Value" of each Unit shall be equal
to the value of a share of Common Stock of the Company ("Common Shares"), which
shall have be valued at $200,000 per Common Share, unless otherwise determined
by the Committee with the prior written approval of a majority of the
outstanding Common Shares. The Base Value of a Unit that is fixed by the
Committee with the approval of the holders of Common Shares (as provided in the
preceding sentence) shall not be subject to adjustment following the date of
grant of the award of Units.
                  5. Dividends, Voting Rights and other Rights as Stockholders.
The holders of Units shall not be entitled to any dividend equivalent relating
to any dividends that may, from time to time, be paid on outstanding Common
Shares. The holders of Units shall not be entitled to any voting rights or any
other rights whatsoever as stockholders of the Company and shall have no claim
based upon any action or omission by the Company, the Board, the Committee or
any stockholder of the Company.
                  6. Vesting. A Participating Employee's rights with respect to
Units in his Unit Account shall become vested and nonforfeitable upon the terms
and vesting schedule designated by the Committee, with the approval of a
majority of the outstanding Common Shares as provided in Section 3 of the Plan.
                  7. Voluntary Discontinuance. A Participating Employee may at
any time, upon written notice to the Company, elect to discontinue his
participation in the Plan and to receive payment from the Company with respect
to balances in his Accounts in the manner described in Section 10 hereof
provided that in such an event he shall forfeit any unvested portion of his Unit
Account and shall be ineligible for further award of Units pursuant to the Plan.
                  As of the date on which payment by the Company pursuant to
this Section is made, forfeited Units in the Unit Account of the Participating
Employee making such election shall revert to the Company for subsequent award
pursuant to the Plan.
                  8. Valuation. The "Base Value" established pursuant to Section
4 hereof may be increased or decreased by the Committee at any time and from
time to time, pursuant to such valuation methodology that the Committee
determines best reflects the inherent value of the Common Shares; provided,
however, the Committee may also exercise the authority to grant Units the value
of which are fixed at the Base Value in effect at the time of grant of a Unit.
The Committee's determination of Base Value shall be final and binding on all
Participating Employees and neither the Company nor any of its directors,
officers, affiliates or stockholders shall have any liability whatsoever in
connection with any such determination. earliest date upon which a Participating
Employee (i) retires from the Company in conformity with its customary
retirement policy, (ii) retires early with the consent of the Company, (iii)
becomes disabled, such that he is eligible to receive benefits under the
Company's long term disability plans, (iv) dies or (v) notifies the Company of
his election to voluntarily discontinue participation in the Plan shall be his
"Valuation Date."
                  9. Distribution. Distribution of amounts payable hereunder
shall be made, in the manner set forth in Section 10 hereof, within 45 days of
the earliest date upon which a Participating Employee (i) retires from the
Company in conformity with its customary retirement policy, (ii) retires early
with the consent of the Company, (iii) becomes disabled, such that he is
eligible to receive benefits under the Company's long term disability plans,
(iv) dies or (v) notifies the Company of his election to voluntarily discontinue
participation in the Plan (the earliest to occur of (i) through (v) shall be
"Valuation Date"). As of the Valuation Date, a determination shall be made of
the amount distributable to the Participating Employee under the Plan. With
respect to the Units then credited to his Unit Account that have become
nonforfeitable, the Participating Employee shall be entitled to be paid by the
Company in cash and not in Common Shares an amount equal of the Base Value for
each nonforfeitable Unit.
                  10. Method of Payment. Payment by the Company pursuant to this
Plan shall be made in cash. Payment by the Company shall customarily be made in
a lump sum, provided that, upon the request of a Participating Employee, such
payment may be made in a number of equal, periodic installments if the Committee
determines that such payment would not be unduly burdensome to the Company.
                  11. Certain Adjustments. In the event of any change in the
number of outstanding Common Shares as a result of a stock dividend or stock
split, the Company shall make a corresponding and proportionate adjustment in
the number of Units credited to the Unit Accounts of Participating Employees. If
the outstanding Common Shares shall be changed into or exchanged for a different
number or kind of securities of the Company other than by reason of a stock
dividend or stock split, the Committee shall determine a similar appropriate
adjustment, and the same shall be made, in the number of Units then credited to
the applicable accounts of Participating Employees.
                  In the event that each of the outstanding Common Shares
(except Shares held by dissenting shareholders) shall be exchanged into or for a
different number or kind of stock or other securities of another corporation, or
into or for cash, or a combination of such other securities and cash, this Plan
shall terminate as of the effective date of the event described above, as the
case may be. The date of termination shall be deemed the Valuation Date for all
Participating Employees. In the event the Plan is terminated pursuant to this
Section 11, the Base Value of all Units shall be paid for the Common Shares in
connection with the transaction or transactions resulting in the termination of
this Plan.
                  12.      Assignment.  A Participating Employee's rights with
respect to Units in his Accounts may not be sold, pledged, or otherwise
encumbered and may not be transferred or assigned, either voluntarily or
otherwise, other than pursuant to applicable laws of descent and distribution.
                  13. Funding. The Company shall be under no obligation to
acquire, segregate or reserve any of its Common Shares for any purpose relating
to the Plan or to set aside any cash for the payment of Units. Accounts created
pursuant to the Plan merely constitute bookkeeping records of the Company and
shall not be deemed to constitute an allocation of any assets of the Company or
to create any trust or special deposit with respect to such assets.
                  14. Amendment. The Company by action of the Board may at any
time and from time to time amend the Plan, provided that no such amendment shall
increase the aggregate number of Units which may be awarded pursuant to the Plan
or impair any vested rights pursuant to the Plan of Participating Employees.
                  15. Termination. The Company by action of the Board may at any
time terminate the Plan, provided that in such event all rights pursuant thereto
of Participating Employees shall be deemed to have vested. The date of such
termination shall be deemed the Valuation Date for all Participating Employees,
to whom the Company shall promptly make payment in the manner provided for in
Section 10 hereof.
                  16. Severability. If any provision or term of the Plan shall
be determined by a court of law to be invalid or unenforceable, such
determination shall not affect the validity or enforceability of any other
provision or term of the Plan, each of which shall be construed as if such
invalid or unenforceable portion were not contained in the Plan.
                  17.  Effective Date.  The Plan shall take effect by action of
the Board as of November 4, 2002.