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                                                                   EXHIBIT 10.55




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

                                    MILACRON
                   RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS


                                    ARTICLE I

                                     PURPOSE

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.

                                   ARTICLE II

                                   DEFINITIONS

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.

2.2      "Board of Directors" means the Board of Directors of Milacron Inc.

2.3      "Company" means Milacron Inc.



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2.4      "Compensation Committee" means the Compensation Committee of the Board
         of Directors.

2.5      "Director" means a duly-elected member 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.

2.8      "Plan" means this Retirement Plan for Non-Employee Directors.

2.9      "Service" means service as an Eligible Director.

                                   ARTICLE III

                                 EFFECTIVE DATE

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

                                   ARTICLE IV

                                  PARTICIPATION

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.


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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.

                                    ARTICLE V

                          RETIREMENT BENEFITS/VESTING

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:


<Table>
<Caption>

        Years of Service                        Percentage of Base Retainer
        ----------------                        ---------------------------
<S>                                             <C>
        Less than 6 years                                    0%
        6 years                                             60%
        7 years                                             70%
        8 years                                             80%
        9 years                                             90%
       10 years and above                                  100%
</Table>

         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.



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                                   ARTICLE VI

                                YEARS OF SERVICE

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.


                                   ARTICLE VII

                         PAYMENT OF RETIREMENT BENEFITS

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


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         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.

                                  ARTICLE VIII

                                  DEATH BENEFIT

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.

                                   ARTICLE IX

                                     FUNDING

9.1      This Plan shall be unfunded.


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                                    ARTICLE X

                               PLAN ADMINISTRATION

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.

                                   ARTICLE XI

                            AMENDMENT AND TERMINATION

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.

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

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.


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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.


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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.

                                  ARTICLE XIII

                                CHANGE OF 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 any one of the following:

                  (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
                           subparagraph (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
                           subparagraph (c) of this paragraph;

                  (b)      individuals who, as of the date hereof, constitute
                           the Board of Directors


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                           (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;

                  (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 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



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                           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
                           66-2/3% 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.

                  For purposes of this paragraph 1.04-1, "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; and "Beneficial Owner" shall mean beneficial owner as
                  defined


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                  in Rule 13d-3 under the Exchange Act.

13.3     (a)      Section 7.2 is deleted and the following is inserted in lieu
                  thereof: "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".

         (b)      Section 12.4 is deleted.

         (c)      New Section 12.9 is inserted as follows:

                  "Notwithstanding any other provisions of the Plan to the
                  contrary:

                  (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.


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