**Exhibit 10.10**
**MILACRON INC.**
**EXECUTIVE LIFE INSURANCE PLAN**
     **1.    Purpose of the Plan**. The Milacron Inc. Executive Life Insurance Plan, effective January 1,2004, is maintained by the Company as an insured welfare plan. The Plan continues the Company’slong established practice of providing key employees of the Company and its Affiliates with aflexible insurance benefit as a part of an overall competitive benefits package designed toattract, retain and motivate highly effective individuals.
     **2.    Definitions**. Capitalized terms used herein shall have the meanings assigned to such termsin this Section 2.
     “Affiliate” means any corporation, limited liability company, joint venture, partnership,unincorporated association or other entity that is affiliated, directly or indirectly, with theCompany and which is designated as such under the Plan by the Personnel and Compensation Committeefrom time to time.
     “Base Salary” means a Participant’s annual base wages paid by the Company and/or by anyAffiliate during the calendar year (or such other annual period designated by the Committee). BaseSalary does not include salary adjustments or other payments made because of overseas employment,payment made from incentive plans, ad hoc bonuses, commission bonus payments, relocation expensesor any payment made from any employee benefit plan.
     “Code” means the Internal Revenue Code of 1986, as amended from time to time, and interpretiverules and regulations thereunder.
     “Committee” means the Benefit Plans Committee of the Company.
     “Company” means Milacron Inc., a Delaware corporation, and any corporation that shall succeedto its business and adopt the Plan.
     “Disability” means the Participant has become permanently disabled (as determined by theCommittee in good faith) within the meaning of the long-term disability plan of the Company ineffect for, or applicable to, the Participant.
     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time totime, and interpretative rules and regulations thereunder.
     “Insurance Policy” means one or more life insurance contracts issued by the Insurer on thelife of a Participant.
     “Insurer” means the insurance company or companies selected by the Company which issueinsurance on the Participant’s life.
 

 

     “Participant” means (i) a current or former employee of the Company or an Affiliate who hadbeen a party to a split dollar life insurance arrangement with the Company and who has executed atermination agreement with respect to such split dollar life insurance arrangement as of theeffective date of this Plan (each of whom shall be referred to as a “Group A Participant”); (ii) anindividual who is first elected to the position of either Chairman, Chief Executive Officer,President, Chief Operating Officer, Vice President, Treasurer or Controller of the Company (each ofwhom shall be referred to as a “Group B Participant”); or (iii) an employee of the Company or anAffiliate who is a member of a “select group of management or highly compensated employees,” withinthe meaning of Sections 201, 301 and 401 of ERISA, and who is selected by the Personnel andCompensation Committee to participate in the Plan (each of whom shall be referred to as a “Group BParticipant”).
     “Personnel and Compensation Committee” means the Personnel and Compensation Committee of theduly constituted board of directors of the Company on the applicable date.
     “Plan” means this Milacron Inc. Executive Life Insurance Plan, as amended from time to time.
     “Retirement” means retirement as defined in the Milacron Retirement Plan.
     **3.    Participation**
     (a)    Group A Participants shall begin participation in this Plan as of the effective date ofthis Plan. Group B Participants shall begin participation in this Plan as of the later of (i) thedate they first fall within the definition of a Participant as provided herein; or (ii) November 1,2004.
     (b)    Unless otherwise determined by the Personnel and Compensation Committee, the participationin the Plan of a Group A Participant shall cease, and the Company shall have no further obligationconcerning his Insurance Policy, upon the earlier to occur of the following dates: (i) the datesuch Group A Participant ceases to be an employee of the Company and its Affiliates for any reasonother than his Retirement or Disability; (ii) the date that the value of the Group A Participant’sInsurance Policy is such that the policy becomes self sustaining and premium payments are no longerrequired to maintain the then current level of coverage; or (iii) the lapse of the Insurance Policydue to the Group A Participant’s withdrawals from such policy. Unless otherwise determined by thePersonnel and Compensation Committee, the participation in the Plan of a Group B Participant shallcease, and the Company shall have no further obligation under the Plan with respect to suchParticipant, upon the date such Group B Participant ceases to be an employee of the Company and itsAffiliates for any reason.
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     **4.    Purchase of Insurance Policy for Group A Participants**
     (a)    In accordance with procedures prescribed by the Committee and the Insurer, a Group AParticipant shall apply or shall have applied to the Insurer for the purchase of an InsurancePolicy providing a death benefit equal to the Participant’s Base Salary. Each Group A Participantshall be named as the owner of each Insurance Policy with respect to which he is named as theinsured, and shall possess the unilateral right to exercise all incidents of ownership with respectto such Insurance Policy without the consent of the Company.
     (b)    If the Group A Participant’s Base Salary increases at any time after the Group AParticipant applies for an Insurance Policy, the Committee shall approve an increase of the basiccoverage purchased by the Participant subject to the terms and conditions of the Insurance Policyand any applicable limitations imposed by the Insurer. If the basic coverage under the InsurancePolicy is increased after such an approval, the Company shall pay the corresponding increase inscheduled premiums in accordance with the terms and conditions of this Plan, subject to anyapplicable limitations imposed by the Insurer.
     (c)    Notwithstanding anything contained herein to the contrary, the type and amount of anydeath benefit shall be determined solely in accordance with the terms of each separate InsurancePolicy. Nothing contained herein shall be deemed to guarantee the availability, amount or paymentof any death or other form of benefit or right from any such Insurance Policy. Except as may beexpressly provided herein, determination of any right under, benefit in or payment from any suchInsurance Policy shall be determined solely in accordance with the terms and conditions of theInsurance Policy.
     **5.    Term Life Insurance Benefit for Group B Participants.**In accordance with proceduresprescribed by the Committee and the Insurer, the Company shall obtain term life insurance coverageon a Group B Participant’s life providing a death benefit equal to the Participant’s Base Salary.Such death benefits shall be payable to the beneficiary named by the Group B Participant on a formprovided by the Committee. The benefits provided under this Section 5 shall be in addition to,rather than in lieu of, any benefits provided to the Participant under the Company’s group termlife insurance plan.
     **6.    Premium Payments**
     (a)    Subject to Sections 3(b), 8 and 9(f) hereof, the Company shall pay the scheduled premiumpayments due and payable under the Insurance Policies for the basic coverage applicable to eachParticipant described herein. The Company shall pay an additional amount on behalf of eachParticipant (a “Gross-Up Payment”) equal to the estimated applicable federal, state, local andMedicare taxes payable by the Participant (as determined by the Committee in its sole discretionexercised in good faith) in connection with such scheduled premium and related Gross-Up Payment andarising from participation in this Plan.
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     (b)    Each Group A Participant shall be responsible for paying any required premiums due andpayable under his Insurance Policy in excess of the scheduled premium payments described in Section6(a). A Group A Participant may, in his sole discretion, pay amounts in excess of the requiredpremiums due and payable under his Insurance Policy, subject to any limitations imposed by theInsurer. The Group A Participant may, pursuant to procedures prescribed by the Committee, authorizethe Company to make such payments on his behalf using any resources provided by the Company(including but not limited to withholding from Base Salary).
     **7.    Administration**
     (a)    The Committee shall be the administrator of the Plan.
     (b)    Any notice or filing required or permitted to be given to the Committee under the Planshall be sufficient if it is in writing and hand delivered, or sent by registered or certifiedmail, to any member of the Committee or its designate. The notice or filing shall be deemed madeas of the date of delivery, or if delivery is made by mail, as of the date shown on the postmark onthe receipt for registration or certification.
     (c)    Subject to the specific limitations stated in this Plan, the Committee shall have thefollowing powers, duties, and responsibilities: to carry out the general administration of thePlan; to cause to be prepared all forms necessary or appropriate for the administration of thePlan; to keep appropriate books and records; to determine amounts to be distributed to Insurersunder the provisions of the Plan; to determine, consistent with the provisions of this instrument,all questions of eligibility, rights, and status of Participants under the Plan; to issue, amend,and rescind rules relating to the administration of the Plan, including a claims procedure, to theextent those rules are consistent with the provisions of this document; to exercise all otherpowers and duties specifically conferred upon the Committee elsewhere in this document; and tointerpret, with discretionary authority, the provisions of this Plan and to resolve, withdiscretionary authority, all disputed questions of Plan interpretation and benefit eligibility.
     **8.    Amendment and Termination**
     (a)    The Company reserves the right to amend the Plan at any time by action of the Personneland Compensation Committee, with written notice given to each Participant in the Plan.
     (b)    The Company reserves the right to terminate the Plan, by action of the Personnel andCompensation Committee, at any time it deems appropriate. Upon termination of the Plan, no furtherpremiums shall be made by the Company or its Affiliates to the Insurer.
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     **9.    Miscellaneous**
     (a)    Notwithstanding any other provision of this Plan, this Plan and action taken pursuant toit shall not be deemed or construed to establish a trust or fiduciary relationship of any kindbetween or among the Company, its Affiliates, Participants or any other persons. The Plan isintended to be unfunded for purposes of the Code and ERISA. The rights of Insurers to receivepayment and of Participants to have payments made on their behalf under the Plan is strictly acontractual right of payment. This Plan does not grant, nor shall it be deemed to grant Insurers,Participants or any other person any interest or right to any of the funds, property, or assets ofthe Company and its Affiliates other than as an unsecured general creditor of the Company and itsAffiliates.
     (b)    No right or interest under the Plan of any Participant shall, without the written consentof the Company, be (i) assignable or transferable in any manner, (ii) subject to alienation,anticipation, sale, pledge, encumbrance, attachment, garnishment or other legal process or (iii) inany manner liable for or subject to the debts or liabilities of the Participant.
     (c)    Any economic or other benefit to the Participant under this Plan will not be taken intoaccount in determining any benefits to which the Participant may be entitled under anyprofit-sharing, retirement or other benefit or compensation plan maintained by the Company and itsAffiliates, unless provided otherwise in any such plan.
     (d)    Nothing contained in this Plan or any action taken under the Plan shall be construed as acontract of employment or as giving any Participant any right to be retained in employment with theCompany or its Affiliates. The Company and its Affiliates specifically reserve the right toterminate any Participant’s employment at any time with or without cause, and with or withoutnotice or assigning a reason, subject to the terms of any written employment agreement between theParticipant and the Company or its Affiliates.
     (e)    The Company’s or the Committee’s waiver of any Plan provision shall not operate or beconstrued as a waiver of any subsequent breach by the Participant.
     (f)    Each Participant shall cooperate with the Company and the Committee by furnishing any andall information requested by the Company or the Committee in order to facilitate the payment ofbenefits under the Plan, and by taking any other relevant action as may be requested by the Companyor the Committee. If any Participant refuses so to cooperate, the Company shall have no furtherobligation to the Participant under this Plan.
     (g)    This Plan shall be binding upon and inure to the benefit of the Company and its successorsand assigns.
     (h)    Neither the Committee nor the Company makes any recommendations or warranties, express orimplied, or assumes any responsibility concerning the legal context or other implications oreffects of this Plan or of any Insurance Policy.
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     (i)    The Company and its Affiliates may withhold or cause to be withheld from any amountspayable under the Plan all federal, state, local and other taxes as shall be legally required.
     (j)    The provisions of this Plan shall be construed and governed in all respects under and bythe internal laws of the State of Ohio, to the extent not preempted by federal law.
     (k)    Words used in the masculine gender shall be construed to include the feminine gender,where appropriate, and vice versa. Words used in the singular shall be construed to include theplural, where appropriate, and vice versa. The headings and subheadings in the Plan are insertedfor convenience of reference only and are not to be considered in the construction of any provisionof the Plan.
     (l)    If any provision of the Plan shall be held to be illegal or invalid for any reason, thatprovision shall be deemed to be null and void, but the invalidation of that provision shall nototherwise impair or affect the Plan.
     Milacron Inc. has caused this document to be executed by its duly authorized officer, as ofthe 1st day of January, 2004.         By: /s/  M. Bradley Baker   M. Bradley Baker    Title:  Vice President Human Resources   
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