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                                                                   EXHIBIT 10.53

                                  MILACRON INC.
                          1997 Long-Term Incentive Plan
                          As Amended February 10, 2004



Section 1. GENERAL PROVISIONS

1.1 Purposes

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.

1.2 Definitions

"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.

"Board of Directors"- means the board of directors of the Company.

"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.


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"Common Stock"- means the common shares of the Company.

"Corporation"- means the Company, its divisions, Subsidiaries and Affiliates.

"Director"- means a member of the Board of Directors of the Company.

"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.

"Employee"- means any salaried employee of the Corporation.

"Exchange Act" - means the Securities Exchange Act of 1934, as amended.

"Fair Market Value"- means the average of the high and low prices of the Common
Stock on the date on which it is to be valued hereunder, as reported for New
York Stock Exchange-Composite Transactions, or if there were no sales of Common
Stock on that day, the next preceding day on which there were sales.


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"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-Employee Director"- means a Director who is not an Employee.

"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.


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<PAGE>

"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.

"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.

1.3 Administration

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.

1.4 Eligibility

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.


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<PAGE>

Awards to Employees are made at the discretion of the Committee. Non-Employee
Directors shall also participate pursuant to Section 5 herein.

1.5 Shares Reserved

(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.

1.6 Change of Control

"Change of Control" shall mean -

o      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;


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o      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;

o      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
       66-2/3% 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;

o      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 66-2/3% 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

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


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<PAGE>

"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 (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).

1.7 Withholding

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,


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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.

1.8 Nontransferability

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.

1.9 No Right to Employment

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.

1.10 Construction of the Plan

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.

1.11 Amendment

(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


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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.

1.12 Authority of Committee

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.


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<PAGE>

(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.

1.13 Effective Dates

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.

1.14 Government and Other Regulations

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.

1.15 Non-Exclusivity

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.


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\
1.16 Forfeiture Provision

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.

Section 2: STOCK OPTIONS

2.1 Option Price

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.

2.2 Exercise of Options

(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.


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<PAGE>

(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.

2.3 Maximum Number of Shares

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.


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<PAGE>

Section 3: RESTRICTED STOCK GRANTS

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.


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<PAGE>

Section 4: PERFORMANCE SHARE GRANTS

(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.

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<PAGE>


<Table>
<Caption>

Earnings Per Share      Total                         Performance
Compounded              Growth       Level of         Share
Annually                Rate         Attainment       Multiple
------------------      ------       ----------       -----------
<S>                    <C>           <C>              <C>

Less than 12%          Less than
                       40.5%                             0%

At least 12%,          At least
but less than 15%      40.5% but     Threshold         100%
                       less than
                       52.1%

At least 15%,          At least      Target            150%
but less than 18%      52.1% but
                       less than
                       64.3%

Equal to or greater    64.3% or      Maximum           200%
than 18%               greater
</Table>


(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.


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<PAGE>

(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,


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<PAGE>

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

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<PAGE>

         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.


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<PAGE>

Section 5: NON-EMPLOYEE DIRECTORS

(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.


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