Exhibit 10.12



                      MILACRON

            COMPENSATION DEFERRAL PLAN, As Amended


          The purpose of the Milacron Compensation
Deferral Plan(the "Plan"), originally effective January 1, 1995
and revised and restated as of January 1, 1995, is to aid
Milacron Inc. (the "Company") and its subsidiaries in
attracting high quality executives and promoting in its
executives increased efficiency and an interest in the successful
operation of the Company by restoring some of the deferral
opportunities and employer-provided benefits that are lost under
certain other plans due to legislative limits.  The benefits
provided under the Plan shall be provided in consideration for
services to be performed after the executive has become eligible
to participate in the Plan, but prior to the executives
retirement.


                           ARTICLE 1
                          Definitions

          1.1   Account shall mean the notional account or
accounts established for record keeping purposes for a
Participant pursuant to Article 6 of the Plan.

          1.2   Administrator shall mean the Personnel and
Compensation Committee of the Company's Board of Directors or its
delegate.

          1.3   Annual Deferral shall mean the amount of
Compensation which the Participant actually defers during a Plan
Year.  The Annual Deferral may differ from Plan Year to Plan
Year.

          1.4   Annual Deferral Commitment shall mean the amount
of Compensation which the Participant elects to defer for a Plan
Year pursuant to Articles 2 and 3 of the Plan.

          1.5   Base Salary shall mean the Participant's annual
basic rate of pay from the Company or its subsidiaries (excluding
EVA Awards, commissions, severance pay, and other non-regular
forms of compensation) before any reductions for pre-tax
deferrals, or deferrals under this Plan.

          1.6   Basic Credit shall mean the Employer Basic
Contribution under the Savings Plan that is credited to the
Participant's Deferral Account as described in Article 4.

          1.7   Beneficiary shall mean the person or persons or
entity designated as such in accordance with Article 16 of the
Plan.

          1.8   Change in Control shall be deemed to have
occurred if and when (a) any person (as such term is defined in
Section 13(d) of the Securities Exchange Act of 1934, as amended,
(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 Abeneficial 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 10% of
such Common Stock or securities sought pursuant to such offer is
acquired.

          1.9   Compensation shall mean the sum of the
Participant's Base Salary and EVA Awards for a Plan Year before
reductions for deferrals under the Plan or the Savings Plan, or
other benefit plans sponsored by the Company or its subsidiaries.

          1.10  Compensation Deferral Plan shall mean the
Milacron Compensation Deferral Plan.

          1.11  Crediting Rate shall mean any notional gains or
losses equal to those generated as if the Account balances had
been invested in one or more of the investment portfolios
designated as available by the Administrator, less separate
account fees and less applicable investment management and
administrative charges determined annually by the Administrator,
or gains or losses as otherwise determined by the Administrator.

          1.12  Deferral Account shall mean the notional account
established for record keeping purposes for a Participant's
Annual Deferrals, Matching Credits and Basic Credits pursuant to
Article 6 of the Plan.

          1.13  Disability shall mean any long-term disability as
defined under the Company's or its subsidiaries, long-term
disability plan.

          1.14  Discretionary Account shall mean the notional
account established for record keeping purposes for a
Participant's Discretionary Credits pursuant to Article 6 of the
Plan.

          1.15  Discretionary Credit shall mean the Company's
credit to the Participant's Discretionary Account as described in
Article 5.

          1.16  Early Retirement Date shall mean age 55 with ten
or more years of service with the Company or its subsidiaries.

          1.17  Eligible Employee shall mean a key employee of
the Company or any of its subsidiaries who (i) is subject to U.S.
personal income taxes, (ii) is designated by the Administrator as
eligible to participate in all or a portion of the Plan (subject
to the restriction in Sections 11.2, 12.2.2 and 14.2 of the
Plan), and (iii) qualifies as a member of the "select group of
management or highly compensated employees" under ERISA.

          1.18  ERISA shall mean the Employee Retirement Income
Security Act of 1974, as amended.

          1.19  EVA Awards shall mean amounts paid in cash to the
Participant by the Company or its subsidiaries pursuant to the
Milacron Short Term Management Incentive Plan or such
other bonus plan or program designated by the Administrator,
before reductions for deferrals under the Plan or the Savings
Plan.

          1.20  Financial Hardship shall mean an unexpected need
for cash arising from an illness, casualty loss, sudden financial
reversal, or other such unforeseeable occurrence as determined by
the Administrator.  Cash needs arising from foreseeable events
such as the purchase of a residence or education expenses for
children shall not, alone, be considered a Financial Hardship.

          1.21  Matching Credit shall mean the Employer Matching
Contribution or Salary Deferral Matching Contribution under the
Savings Plan that is credited to the Participant's Deferral
Account as described in Article 4.

          1.22  Normal Retirement Date shall mean the date on
which a Participant attains age 65.

          1.23  Participant shall mean an Eligible Employee who
has either elected to participate and has completed a
Participation Election pursuant to Article 2 of the Plan or is
eligible for Basic Credits pursuant to Article 4 of the Plan or
Discretionary Credits pursuant to Article 5 of the Plan.

          1.24  Participation Election shall mean the
Participant's written election to participate in the Plan.

          1.25  Plan Year shall mean the calendar year, with the
first Plan Year commencing January 1, 1995.

          1.26  Retirement shall mean a termination of employment
following Normal or Early Retirement Date.

          1.27  Retirement Plan shall mean the Milacron Retirement Plan.

          1.28  Savings Plan shall mean the Milacron
Performance Dividend and Savings Plan and the Milacron
Retirement Savings Plan as they currently exist and as they may
subsequently be amended.

          1.29  Scheduled Withdrawal shall mean a distribution of
all or a portion of the Participant's Deferral Account
attributable to Annual Deferrals as elected by the Participant
pursuant to the provisions of Article 12 of the Plan.

          1.30  Termination of Employment shall mean the
Participant's employment with the Company or its subsidiaries
ceases for any reason whatsoever, whether voluntary or
involuntary, other than Retirement or death.

          1.31  Unscheduled Withdrawal shall mean a distribution
of all or a portion of the vested amount credited to the
Participant's Deferral Account as requested by the Participant
pursuant to the provisions of Article 12 of the Plan.

          1.32  Valuation Date shall mean the last business day
of the month in which Termination of Employment, Retirement,
death, Scheduled Withdrawal, or an Unscheduled Withdrawal request
occurs.  For purposes of calculating installment payments, the
Valuation Date shall mean the November 30 of the year preceding
the Plan Year in which benefit payments are to be made.


                           ARTICLE 2
               Participation - Employee Deferrals

          2.1   Participation Election.  An Eligible Employee
shall become a Participant in the Plan on the first day of the
Plan Year coincident with or next following the date the employee
becomes an Eligible Employee, provided such Eligible Employee has
submitted to the Administrator a Participation Election, or the
Eligible Employee has provided the Company with an election to
defer Compensation scheduled to be received after the effective
date of the Plan, so long as the election was made prior to the
calendar year in which services relating to such Compensation
were rendered.  To be effective, the Eligible Employee must
submit the Participation Election to the Administrator prior to
the commencement of the period of service for which the
Participation Election is made and during the enrollment period
designated by the Administrator.

          2.2   Annual Deferral Commitment.  In the Participation
Election, and subject to the restrictions in Article 3, the
Eligible Employee shall designate the percentage rate of
Compensation as the Annual Deferral Commitment for the covered
Plan Year.

          2.3   Continuation of Participation.  An Eligible
Employee who has participated in the Plan by making an Annual
Deferral shall continue as a Participant in the Plan until such
employee's Termination of Employment or all benefits under the
Plan are paid.  A Participant shall not be eligible to elect a
new Annual Deferral Commitment unless the Participant is an
Eligible Employee for the Plan Year for which the election is
made.  In the event a Participant transfers to a subsidiary of
the Company and that subsidiary does not participate in the Plan,
the Participant's Annual Deferral shall cease and the
Participant's Deferral Account shall remain in effect until such
time as the benefits are distributed as originally elected by the
Participant in the Participation Election or until the
Participant experiences Termination of Employment.


                           ARTICLE 3
                       Employee Deferrals

          3.1   Deferral Election.  Employees designated as
eligible to participate in the Plan may elect an Annual Deferral
Commitment.  Such election shall designate a specified percentage
of either Base Salary and/or EVA Awards to be deferred.  Annual
Deferral Commitments under this Plan shall be irrevocable, except
as provided under Sections 2.3, 11.2, 12.2.2 and 14.2 of the
Plan.

          3.2   Minimum Annual Deferral Commitment.  The Annual
Deferral Commitment must equal or exceed an amount determined by
the Administrator.

          3.3   Maximum Annual Deferral Commitment.  The Annual
Deferral Commitment from Base Salary for a Plan Year may not
exceed seventy-five percent (75%) of Base Salary.  The Annual
Deferral Commitment from EVA Awards for a Plan Year may be less
than or equal to one hundred percent (100%).  Notwithstanding the
foregoing, a Participant may not reduce Base Salary after
deferrals to this Plan to an amount less than the OASDI Wage Base
under FICA.

          3.4   Vesting.  The Participant's right to receive
Compensation deferred under this Article 3 and earnings thereon
shall be one hundred percent (100%) vested at all times.


                           ARTICLE 4
               Company Matching and Basic Credits

          4.1   Amount.  In the discretion of the Administrator,
in the event a deferral under this Plan or a non-discrimination
rule or limitation applicable to the Savings Plan causes a
Participant to lose a Matching Credit and/or Basic Credit under
the Savings Plan, the amount of the lost Matching Credit and/or
Basic Credit will be credited to the Participant's Deferral
Account under this Plan in such amounts as determined in
accordance with the rules and procedures established by the
Administrator.

          4.2   Vesting.  The Participant's right to receive
Matching and/or Basic Credits and earnings thereon earned in any
Plan Year shall be one hundred percent (100%) vested at all
times.


                           ARTICLE 5
                     Discretionary Credits

          5.1   Eligibility and Amount.  An Eligible Employee who
is set forth in the attached Schedule A shall become a
Participant in the Plan with respect to Discretionary Credits as
of the date set forth in Schedule A and shall have Discretionary
Credits credited to his Discretionary Account at such times and
in such amounts as set forth in Schedule A.

          5.2   Vesting.  The Participant's right to receive
Discretionary Credits under this Article 5 and earnings thereon
shall be subject to the vesting schedule set forth in Schedule A
that is applicable to such Participant.


                           ARTICLE 6
                            Accounts

          6.1   Accounts.  Solely for record keeping purposes,
the Company shall maintain a Deferral Account and a Discretionary
Account for each Participant, as applicable.

          6.2   Timing of Credits -- Pre-Termination.

                6.2.1   Annual Deferrals.  The Company shall
credit to the Deferral Account the Annual Deferrals specified
under Article 3, or otherwise allowed as set forth in Article
2.1, at the time the deferrals would otherwise have been paid to
the Participant but for the Participation Election.

                6.2.2   Matching and Basic Credits.  Matching
and Basic Credits under Article 4 shall be credited to the
Deferral Account as of January 1 of the following Plan Year.

                6.2.3   Discretionary Credits.  Discretionary
Credits under Article 5 shall be credited to the Discretionary
Account as of January 1 of the following Plan Year, unless
otherwise provided in Schedule A.

                6.2.4   Assets.  The Company shall be under no
obligation to purchase any investments designated by the
Participant.  The Company shall credit gains or losses to the
Accounts based on the Crediting Rate as of the date or dates
specified by the Administrator.

          6.3   Statement of Accounts.  The Administrator shall
provide periodically to each Participant a statement setting
forth the balance of the Accounts maintained for such
Participant.


                           ARTICLE 7
                      Retirement Benefits

          7.1   Amount.  Upon Retirement, the Company shall pay
to the Participant the amount of his vested Accounts in the form
provided in Section 7.2 of the Plan, based on the balance of the
vested Accounts as of the Valuation Date.  If paid as a lump sum,
the retirement benefit shall be equal to such balance.  If paid
in installments, the installments shall be paid in amounts that
will amortize such balance with interest credited at the
Crediting Rate over the period of time benefits are to be paid.
For purposes of calculating installments, the Account shall be
valued as of November 30 each year, and the subsequent
installments will be adjusted for the next Plan Year according to
procedures established by the Administrator.

          7.2   Form of Retirement Benefits.  The entire vested
Accounts shall be paid monthly over a period of one hundred
eighty (180) months or the number of whole months required to
result in a monthly benefit of three hundred dollars ($300.00),
if less.  Notwithstanding anything herein to the contrary, the
Participant may elect one of the following alternative forms of
payment:

                (i)  In a lump sum, or

                (ii) In installments paid monthly over a period
of sixty (60), one hundred twenty (120), or one hundred eighty
(180) months, or

                (iii)In a lump sum of a portion of the vested
Accounts upon Retirement with the balance in installments paid
monthly over a period of sixty (60), one hundred twenty (120), or
one hundred eighty (180) months, or

                (iv) In installments paid annually over a period
of five (5), ten (10), or fifteen (15) years, or

                (v)  In a lump sum of a portion of the vested
Accounts upon Retirement with the balance in installments paid
annually over a period of five (5), ten (10), or fifteen (15)
years.

          A Participant's election of an alternative form of
payment must be made in the Participation Election or in such
other form as designated by the Administrator.  A Participant may
make a separate election with respect to the Participant's
Deferral Account and Discretionary Account.

          7.3   Commencement of Benefits.  Payments will commence
within ninety (90) days following the last business day of the
month in which Retirement occurs, unless a later date is
otherwise elected by the Participant, which date shall not be
later than the earlier of five (5) years after the Plan Year in
which Retirement occurs or age seventy (70).  Participants may
elect an alternative form and time of payment as available under
Section 7.2 or 7.3 by written election filed with the
Administrator; provided, however, that if the Participant files
the election less than thirteen (13) months prior to the date
benefit payments are to commence, that portion of the
Participant's vested Account that is subject to such election
shall be reduced by ten percent (10%).

          7.4   Small Benefit Exception.  Notwithstanding any of
the foregoing, if the sum of all vested benefits payable to the
Participant is less than or equal to ten thousand dollars
($10,000), the Company may, in its sole discretion, elect to pay
such benefits in a single lump sum.


                           ARTICLE 8
                      Termination Benefits

          8.1   If Termination of Employment occurs prior to
Retirement, the Company shall pay to the Participant a
termination benefit equal to the balance of the vested Accounts
as of the Valuation Date.  The Company shall pay the termination
benefits in a single lump sum within ninety (90) days following
the last business day of the month in which such Termination of
Employment occurs.


                           ARTICLE 9
                       Survivor Benefits

          9.1   Pre-Retirement Survivor Benefit.  If the
Participant dies prior to the date Retirement benefits commence,
the Company shall pay to the Participant's Beneficiary within
ninety (90) days after the last business day of the month in
which the Participant's death occurs, a benefit equal to the
balance of the Participant's vested Accounts as of the Valuation
Date.

          9.2   Post-Retirement Survivor Benefit.  If the
Participant dies after the time Retirement Benefits have
commenced, the Company shall pay to the Participant's Beneficiary
an amount equal to the remaining vested benefits payable to the
Participant under the Plan over the same period such benefits
would have been paid to the Participant, in which event the
Company shall credit interest on the unpaid balance of the vested
Accounts at the Crediting Rate in effect during such period.

          9.3   Changing Form of Benefit.  Beneficiaries may
petition the Company once, and only after the death of the
Participant, for a change in the form of Retirement Benefits.
The Company may, in its sole and absolute discretion, choose to
grant or deny such a petition, and in the case of installment
payments, reduce the period to the number of whole months
required to result in a monthly benefit of at least three hundred
dollars ($300.00).

          9.4   Small Benefit Exception.  Notwithstanding any of
the foregoing, in the event the sum of all vested benefits
payable to the Beneficiary is less than or equal to ten thousand
dollars ($10,000), the Company may, in its sole discretion, elect
to pay such benefits in a single lump sum.


                           ARTICLE 10
                           Disability

          10.1  For purposes of the Plan, a Participant shall be
considered to have entered Retirement upon a determination by the
Administrator that the Participant has suffered a Disability, and
the Company shall pay the benefit described in Article 7.


                           ARTICLE 11
                       Change in Control

          11.1  Election.  At the time a Participant is
completing the initial Participation Election, the Participant
may elect that, if a Change in Control occurs, the Participant
(or after the Participant's death the Participant's Beneficiary)
shall receive a lump sum payment of the balance of the Accounts
within thirty (30) days after the Change of Control.  Such
balance shall be determined as of the last business day of the
month thirty (30) days prior to the month in which the Change of
Control occurs.

          11.2  Benefit Reduction on Withdrawal.  If a
Participant has not made the election described in Section 11.1
above and, within two (2) years after a Change of Control, the
Participant (or Beneficiary) elects to receive a distribution of
the balance of the vested Accounts (determined as of the last
business day of the month in which such election is received by
the Administrator), the lump sum payment shall be reduced by an
amount equal to five percent (5%) of the total balance of the
vested Accounts (instead of the ten percent (10%) reduction
otherwise provided for in Section 12.2, which amounts shall be
forfeited to the Company) and shall be paid within ninety (90)
days following the last business day of the month in which such
election is received by the Administrator. If a Participant
elects such a withdrawal, any ongoing Annual Deferral shall
cease, and the Participant may not again be designated as an
Eligible Employee with respect to Annual Deferrals until one
entire Plan Year following the Plan Year in which such withdrawal
was made has elapsed.


                           ARTICLE 12
                   Scheduled and Unscheduled
               Withdrawals of Employee Deferrals

          12.1  Scheduled Withdrawals.

                12.1.1  Election.  A Participant may, when
making a Participation Election, elect to receive at a specified
year in the future, a distribution while employed of all or a
percentage of the Participant's Deferral Account attributable to
Annual Deferrals, excluding earnings, to be made in subsequent
Plan Years.  The election of a Scheduled Withdrawal shall apply
only to  prospective Annual Deferrals, excluding earnings, and
not to any previous Annual Deferrals or earnings thereon.

                12.1.2  Timing and Form of Withdrawal.  The year
specified for the Scheduled Withdrawal must be at least two (2)
entire Plan Years after the commencement of Annual Deferral
Commitments covered by the Participation Election.  The Company
shall make a lump sum distribution of the amount elected in
February of the Plan Year specified.

                12.1.3  Remaining Deferral Account.  The
remainder, if any, of the Participant's Deferral Account shall
continue in effect and shall be distributed in the future
according to the terms of the Plan.

          12.2  Unscheduled Withdrawals.

                12.2.1  Election.  A Participant (or Beneficiary
if the Participant is deceased) may request an Unscheduled
Withdrawal of all or a portion of the entire vested amount
credited to the Participant's Deferral Account, which shall be
paid in a single lump sum within ninety (90) days following the
last business day of the month in which such election is received
by the Administrator; provided, however, that (i) the minimum
withdrawal shall be twenty-five percent (25%) of the Deferral
Account balance, (ii) an election to withdraw seventy-five
percent (75%) or more of the balance shall be deemed to be an
election to withdraw the entire balance, (iii) such an election
may be made only once in a Plan Year, and (iv) such Deferral
Account shall be valued as of the last business day of the month
in which the request was received by the Administrator.

                12.2.2  Withdrawal Penalty.  There shall be a
forfeiture from the Deferral Account prior to an Unscheduled
Withdrawal equal to ten percent (10%) of the Unscheduled
Withdrawal (which amount shall be forfeited to the Company).  If
a Participant elects such a withdrawal, any ongoing Annual
Deferrals shall cease, and the Participant may not again be
designated as an Eligible Employee with respect to Annual
Deferrals until one entire Plan Year following the Plan Year in
which such withdrawal was made has elapsed.

                12.2.3  Small Benefit Exception.  Notwith
standing any of the foregoing, if the sum of all benefits payable
to the Participant or Beneficiary who has requested the
Unscheduled Withdrawal is less than or equal to ten thousand
dollars ($10,000), the Company may, in its sole discretion, elect
to pay out the entire Deferral Account (reduced by the ten
percent (10%) penalty) in a single lump sum.


                           ARTICLE 13
                    Restoration of Benefits

          13.1  Purpose.  The purpose of this Article 13 is to
restore retirement benefits to certain Participants whose benefit
under the Retirement Plan is reduced due to participation in the
Plan.  The benefits under this Article 13 shall be determined
without reference to Articles 2 through 12 and Article 16 unless
otherwise specifically referenced in this Article 13.

          13.2  Eligibility.  A Participant shall be eligible for
a benefit under this Article 13 if:

          (i)   The Participant is also a participant in the
                Retirement Plan;

          (ii)  The Participant has made employee deferrals
                under Articles 2 and 3; and

          (iii) The Participant is not eligible to participate
                in the Milacron Supplemental Pension
                Plan, Milacron Supplemental
                Retirement Plan or the Milacron
                Supplemental Executive Retirement Plan.

          13.3  Benefit.  A Participant's vested benefit under
this Article 13 shall be a monthly amount equal to the amount
determined under the terms of the Retirement Plan as of the
Participant's or surviving spouse's "benefit commencement date"
(as defined in the Retirement Plan) in the form of payment as
elected or determined under the Retirement Plan, calculated using
the Participant's "highest average compensation" (as defined
under the Retirement Plan, except that "compensation" for a year
shall include employee deferrals made under Articles 2 and 3 of
the Plan with respect to that year) reduced by the monthly amount
determined as of the Participant's or surviving spouse's benefit
commencement date under the Retirement Plan, in the form of
payment as elected or determined under the Retirement Plan,
calculated without regard to this Article 13.

          13.4  Benefit Commencement Date and Payment Options.
Benefits under this Article 13 shall commence at the same time
and in the same payment form as the Participant or surviving
spouse has elected under the Retirement Plan and shall cease at
the time benefits cease under the Retirement Plan.
Notwithstanding the foregoing, the Company may, in its sole
discretion, elect to pay such benefits in a single lump sum
determined using the actuarial assumptions used to calculate lump
sum amounts as set forth in the Retirement Plan.

          13.5  Vesting.  Unless forfeited pursuant to Sections
13.6 or 13.7, a Participant's benefit under this Article 13 shall
become vested at the same time the Participant's benefit under
the Retirement Plan becomes vested.

          13.6  Fraud.  In the event that a Participant shall at
any time be dismissed for, or convicted of a crime involving,
dishonesty or fraud on his part in his relationship with the
Company and its subsidiaries, all benefits which would otherwise
be payable to him under this Article 13 shall be forfeited.

          13.7  Competition.  By accepting payment of any benefit
under this Article 13, the Participant agrees not to be employed,
or consult, in any business which is, or is about to be, engaged
in a business of the same or substantially the same nature as the
businesses of the Company and its subsidiaries without prior
written consent of the Company, and breach of this agreement by
the Participant shall be cause for termination of payment of
benefits under this Article 13.


                           ARTICLE 14
                 Conditions Related to Benefits

          14.1  Nonassignability.  The benefits provided under
the Plan may not be alienated, assigned, transferred, pledged or
hypothecated by or to any person or entity, at any time or any
manner whatsoever.  These benefits shall be exempt from the
claims of creditors of any Participant or other claimants and
from all orders, decrees, levies, garnishment or executions
against any Participant to the fullest extent allowed by law.

          14.2  Financial Hardship Distribution.  Upon a petition
from the Participant to the Administrator and a subsequent
finding by the Administrator that the Participant or the
Beneficiary has suffered a Financial Hardship, the Administrator
may in its sole discretion, permit the Participant to cease any
ongoing deferrals and accelerate distribution of the
Participant's Deferral Account under the Plan in the amount
reasonably necessary to alleviate such Financial Hardship with
such amount paid within ninety (90) days following the last
business day of the month in which the petition is received by
the Administrator.  If a distribution is to be made to a
Participant on account of Financial Hardship, the Participant may
not make deferrals under the Plan until one entire Plan Year
following the Plan Year in which a distribution based on
Financial Hardship was made has elapsed.

          14.3  No Right to Company Assets.  The benefits paid
under the Plan shall be paid from the general funds of the
Company, and the Participant and any Beneficiary shall be no more
than unsecured general creditors of the Company with no special
or prior right to any assets of the Company for payment of any
obligations hereunder.

          14.4  Protective Provisions.  The Participant shall
cooperate with the Company by furnishing any and all information
requested by the Administrator, in order to facilitate the
payment of benefits hereunder, taking such physical examinations
as the Administrator may deem necessary and taking such other
actions as may be requested by the Administrator.  If the
Participant refuses to cooperate, the Company shall have no
further obligation to the Participant under the Plan.

          14.5  Withholding.  The Participant or the Beneficiary
shall make appropriate arrangements with the Company for
satisfaction of any federal, state or local income tax
withholding requirements and Social Security or other employee
tax requirements applicable to the payment of benefits under the
Plan.  If no other arrangements are made, the Company may
provide, at its discretion, for such withholding and tax payments
as may be required.


                           ARTICLE 15
                     Administration of Plan

          15.1  The Administrator shall administer the Plan and
interpret, construe and apply its provisions in accordance with
its terms.  The Administrator shall further establish, adopt or
revise such rules and regulations as it may deem necessary or
advisable for the administration of the Plan.  All decisions of
the Administrator shall be final and binding.  The individuals
serving on the Personnel and Compensation Committee of the
Company's Board of Directors, and their designees for purposes of
administering the Plan, shall, except as prohibited by law, be
indemnified and held harmless by the Company from any and all
liabilities, costs, and expenses (including legal fees), to the
extent not covered by liability insurance arising out of any
action taken by any member of the Committee with respect to the
Plan, unless such liability arises from the individual's own
gross negligence or willful misconduct.


                           ARTICLE 16
                    Beneficiary Designation

          16.1  Designation.  The Participant shall have the
right, at any time, to designate any person or persons as
Beneficiary (both primary and contingent) to whom payment under
the Plan shall be made in the event of the Participant's death.
The Beneficiary designation shall be effective when it is
submitted in writing to the Administrator during the
Participant's lifetime on a form prescribed by the Administrator,

          16.2  Revocation.  The submission of a new Beneficiary
designation shall cancel all prior Beneficiary designations.  Any
finalized divorce or marriage of a Participant subsequent to the
date of a Beneficiary designation shall revoke such designation,
unless in the case of divorce the previous spouse was not
designated as Beneficiary and unless in the case of marriage the
Participant's new spouse has previously been designated as
Beneficiary.  The spouse of a married Participant shall consent
to any designation of a Beneficiary other than the spouse.

          16.3  Failure to Designate.  If a Participant fails to
designate a Beneficiary as provided above, or if the Beneficiary
designation is revoked by marriage, divorce, or otherwise without
execution of a new designation, or if every person designated as
Beneficiary predeceases the Participant or dies prior to complete
distribution of the Participant's benefits, then the
Administrator shall direct the distribution of such benefits to
the Participant's estate.


                           ARTICLE 17
               Amendment and Termination of Plan

          17.1  Amendment of Plan.  Subject to the terms of
Article 17.3, the Company may at any time amend the Plan in whole
or in part, provided, however, that such amendment (i) shall not
decrease the balance of the Participant's Account at the time of
such amendment and (ii) shall not retroactively decrease the
applicable Crediting Rates of the Plan prior to the time of such
amendment.  The Company may amend the Crediting Rates of the Plan
prospectively, or the method used for the determination of
Crediting Rates, in which case the Company shall notify the
Participant of such amendment in writing within thirty (30) days
after such amendment.

          17.2  Termination of Plan.  Subject to the terms of
Article 17.3, the Company may at any time terminate the Plan. If
the Company terminates the Plan, the date of such termination
shall be treated as the date of Termination of Employment for the
purpose of calculating Plan benefits, and the Company shall pay
to the Participant the vested benefits the Participant is
entitled to receive under the Plan in either a lump sum within
ninety (90) days or in installments over three (3) years, as
determined by the Administrator.

          17.3  Amendment or Termination After Change in Control.
Notwithstanding the foregoing, the Company shall not amend or
terminate the Plan without the prior written consent of affected
Participants for a period of two calendar years following a
Change in Control and shall not thereafter amend or terminate the
Plan in any manner which affects any Participant (or Beneficiary
of a deceased Participant) who commences receiving payment of
benefits under the Plan prior to the end of such two year period
following a Change in Control.

          17.4  Company Action.  Except as provided in Section
17.3, the Company's power to amend or terminate the Plan shall be
exercisable by the Company's Board of Directors or by the
Administrator.

          17.5  Constructive Receipt Termination.  In the event
the Administrator determines that amounts deferred under the Plan
have been constructively received by Participants and must be
recognized as income for federal income tax purposes, the Plan
shall terminate and distributions shall be made to Participants
in accordance with the provisions of Section 17.2 or as may be
determined by the Administrator.  The determination of the
Administrator under this Section 17.5 shall be binding and
conclusive.


                           ARTICLE 18
                         Miscellaneous

          18.1  Successors of the Company.  The rights and
obligations of the Company under the Plan shall inure to the
benefit of, and shall be binding upon, the successors and assigns
of the Company.

          18.2  ERISA Plan.  The Plan is intended to be an
unfunded plan maintained primarily to provide deferred
compensation benefits for "a select group of management or highly
compensated employees" within the meaning of Sections 201, 301
and 401 of ERISA and therefore to be exempt from Parts 2, 3 and 4
of Title I of ERISA.

          18.3  Trust.  The Company shall be responsible for the
payment of all benefits under the Plan.  At its discretion, the
Company may establish one or more grantor trusts for the purpose
of providing for payment of benefits under the Plan.  Such trust
or trusts may be irrevocable, but the assets thereof shall be
subject to the claims of the Company's creditors.  Benefits paid
to the Participant from any such trust shall be considered paid
by the Company for purposes of meeting the obligations of the
Company under the Plan.

          18.4  Employment Not Guaranteed.  Nothing contained in
the Plan nor any action taken hereunder shall be construed as a
contract of employment or as giving any Participant any right to
continued employment with the Company or its subsidiaries.

          18.5  Gender, Singular and Plural.  All pronouns and
variations thereof shall be deemed to refer to the masculine,
feminine, or neuter, as the identity of the person or persons may
require.  As the context may require, the singular may be read as
the plural and the plural as the singular.

          18.6  Captions.  The captions of the articles and
paragraphs of the Plan are for convenience only and shall not
control or affect the meaning or construction of any of its
provisions.

          18.7  Validity.  If any provision of the Plan is held
invalid, void or unenforceable, the same shall not affect, in any
respect whatsoever, the validity of any other provisions of the
Plan.

          18.8  Waiver of Breach.  The waiver by the Company of
any breach of any provision of the Plan by the Participant shall
not operate or be construed as a waiver of any subsequent breach
by the Participant.

          18.9  Applicable Law.  The Plan shall be governed and
construed in accordance with the laws of Ohio except where the
laws of Ohio are preempted by ERISA.

          18.10 Notice.  Any notice or filing required or
permitted to be given to the Company under the Plan shall be
sufficient if in writing and hand-delivered, or sent by first
class mail to the principal office of the Company, directed to
the attention of the Administrator.  Such notice shall be deemed
given as of the date of delivery, or, if delivery is made by
mail, as of the date shown on the postmark.

          18.11 Incapacity.  If a Participant entitled to receive
a benefit under this Plan is deemed by the Company or is adjudged
by a court of competent jurisdiction to be legally incapable of
giving valid receipt and discharge for such benefit, such benefit
shall be paid to such person or persons as the Co