Exhibit 10.4


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

                  

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.

"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.

"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 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.

"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 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.
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 2,000,000 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,  recap italization,  merger,
consolidation, spin-off,  combination  or exchange
of  shares or other corporate change,  or  any
distri butions  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

A  "Change of Control" shall be deemed to have
occurred  if  and when (a) any person (as such term
is defined in Section 13(d) of the   Exchange
Act),  corporation  or  other   entity,   which
theretofore beneficially owned securities
representing less than twenty  percent  of  the
voting power of  the  Company  in  the election  of
directors, acquires, in a transaction or series  of
transactions, outstanding securities of the Company
when,  added to  the  voting power previously held,
entitles such  person  to exercise  more than twenty
percent of the total voting power  of the  Company
in the election of directors (the formation  of  a
syndicate or group of existing shareholders not
being deemed  to constitute such an acquisition);
(b) the Board of Directors (or, if  approval  of
the Board of Directors is not  required  as  a
matter  of  law, the stockholders of the Company)
shall  approve (1)  any  consolidation or merger of
the Company  in  which  the Company  is  not  the
continuing or  surviving  corporation  or pursuant
to which shares of Common Stock would be converted
into cash,  securities or other property, other than
a merger of  the Company  in which the holders of
Common Stock immediately  prior to  the  merger have
the same proportionate ownership of  common stock of
the surviving corporation immediately after the
merger, or  (2)  any  sale, lease, exchange, or
other transfer  (in  one transaction  or  a series
of related transactions)  of  all,  or substantially
all,  of the assets of the Company,  or  (3)  the
adoption  of  any  plan  or  proposal  for  the
liquidation  or dissolution of the Company; or (c)
any person (as such  term  is defined  in  Section
13(d) of the Exchange Act), corporation  or other
entity  other than the Company shall  make  a
tender  or exchange  offer  to  acquire  any  Common
Stock  or  securities convertible into Common Stock
for cash, securities or any  other consideration if,
after giving effect to the acquisition of  all
Common  Stock or securities sought pursuant to such
offer,  such person, corporation or other entity
would become the "beneficial owner" (as such term is
defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of thirty percent or more of
the outstanding  Common Stock (calculated as
provided  in  paragraph (d)  of  such Rule 13d-3 in
the case of rights to acquire Common Stock);
provided, that at least ten percent of such Common
Stock or securities sought pursuant to such offer is
acquired.

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) all  Performance  Share
Grants eligible to  be  earned  for  the outstanding
Performance Cycle will be  immediately  payable  in
full in cash.

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, 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 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.

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.

(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.


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 two years 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%) becoming
exercisable upon  the  second anniversary  of  the
date  of grant of  the  Stock  Option  and
additional increments of twenty-five percent (25%)
of the  Stock Option  shall become exercisable on
each anniversary  thereafter until the entire Stock
Option is exercisable.

(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 NonQualified 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.

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.

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.


<TABLE>
<CAPTION>

Earnings Per Share      Total        Level of      Performance
Compounded              Growth       Attainment    Share
Annually                Rate                       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.

(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, 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),  the  value  of  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 and at  the closing price per share of
Common Stock on such date. Such value shall  be  equal  to
the  maximum  Performance  Share  Multiple multiplied by the
Performance Share Grant.

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.