##### 



Exhibit 10.9

January 1, 1994
Amended July 15, 1997
Amended July 30, 1998
Amended February 5, 1999
Amended July 25, 2002

MILACRON
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



|I.  |  | Purpose                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The purpose of the Milacron Supplemental Executive Retirement Plan (the
Plan) is to provide supplemental retirement benefits to certain key
employees of Milacron Inc. and its subsidiaries (the Company) who meet
the eligibility requirements of the Plan.                                                                                                                                                                                                                                
|   
|II. |  | Definitions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |  | Benefit Commencement Date  shall be the date as determined by Article
IX herein.                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    |  | Compensation  shall have the same meaning as that term is defined in
the Milacron Retirement Plan, without regard to any dollar limitations
and including employee deferrals under the Milacron Compensation Deferral
Plan.                                                                                                                                                                                                                                                                  
|   
|    |  | Compensation Committee  shall mean the Compensation Committee of the
Milacron Inc. Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    |  | Eligible Position  shall mean the position of Chairman, President or
Vice President of Milacron Inc. held by an individual who is first
elected to the position of either Chairman, President or Vice President
of Milacron Inc. prior to July 30, 1998 and who continues to hold any
such position after July 30, 1998 or any specific position held by an
individual subsequent to that individuals designation as a key employee
by the Compensation Committee for purposes of this Plan.
|   
|    |  | Highest Average Compensation  shall mean the highest average of the
Participants Compensation for three consecutive years.                                                                                                                                                                                                                                                                                                                                                                  
|   
|    |  | Normal Retirement Date  shall have the same meaning as that term is
defined in the Milacron Retirement Plan.                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    |  | Participant  shall mean an individual eligible to participate in this
Plan as set forth in Article V.                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |  | Years of Credited Service  shall have the same meaning as that term is
defined in the Milacron Retirement Plan.                                                                                                                                                                                                                                                                                                                                                                              





---



##### 





|     |  | Solely for purposes of this Plan, the above terms that are defined in the
Milacron Retirement Plan shall be applied to the Participant with respect
to his employment with the Company, regardless of the Participants
eligibility under the Milacron Retirement Plan.                                                                                                                                                                                                                     
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|III. |  | Effective Date/Plan Year                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     |  | This Plan will be effective beginning January 1, 1994. The Plan year
shall coincide with the calendar year.                                                                                                                                                                                                                                                                                                                                                                                 
|    
|IV.  |  | Election                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     |  | Individuals may not participate in both this Plan and the Milacron
Supplemental Pension Plan or the Milacron Supplemental Executive Pension
Plan. Individuals eligible to participate in this Plan and the Milacron
Supplemental Pension Plan or the Milacron Supplemental Executive Pension
Plan must inform the Compensation Committee at the time of termination of
the employment relationship between the Company and the individual as to
which plan the individual shall participate.
|    
|V.   |  | Eligibility                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|     |  | An individual shall be eligible to participate in the Plan and thus
become a Participant if:                                                                                                                                                                                                                                                                                                                                                                                              

| |  |   |  |                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                     
| |  | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
| |  | A |  | The individual holds or has held an Eligible Position; and,                                                                                                                                                                                                                                           
| |  |   |  |                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                     
| |  |   |  | (i)                                                                                                                                                                                                                                                                                                    |  | the individual remains in the employ of the
Company at least until his Normal Retirement Date; or,                                                  
| |  |   |  |                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                     
| |  |   |  | (ii)                                                                                                                                                                                                                                                                                                   |  | the individual is an employee of the Company on
or after his 55th birthday and has at least ten (10) Years of
Credited Service with the Company; or,
| |  |   |  |                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                     
| |  |   |  | (iii)                                                                                                                                                                                                                                                                                                  |  | the individual terminates employment with the
Company due to disability as set forth in Article VIII, below.
Or,                                    
| |  |   |  |                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                     
| |  | B |  | The individual dies while holding an Eligible Position as set
forth in Article X, below.                                                                                                                                                                                                              
| |  |   |  |                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                     
| |  | C |  | Notwithstanding the foregoing, the Compensation Committee, in
its sole discretion, may at any time specify in writing that an
individual who holds an Eligible Position and is not otherwise a
Participant under the Plan in accordance with this Article V., shall
become Participant under the Plan.



|VI. |  | Benefit
|--- |  | -------

2



---



##### 





|      |  | Participants who have ten (10) Years of Credited Service or more as an
officer of Milacron Inc. shall receive as the annual benefit as of the
Benefit Commencement Date the greater of: (i) one percent (1%) of the
Participants Highest Average Compensation for each Year of Credited
Service the Participant served as an officer of Milacron Inc., however,
in no event shall this annual benefit exceed ten percent (10%) of the
Participants Highest Average Compensation; or, (ii) an amount necessary
to increase the Participants combined annual benefits under this Plan,
the Milacron Retirement Plan, the Milacron Retirement Savings Plan, the
Milacron Compensation Deferral Plan and the Milacron Inc. Supplemental
Retirement Plan to fifty-two and one half percent (52.5%) of the
Participants Highest Average Compensation.
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      |  | For purposes of this Plan, the Participants vested account balance, if
any, attributable to Employer Basic Contributions under the Milacron
Retirement Savings Plan and Basic Credits and Discretionary Credits under
the Milacron Compensation Deferral Plan will be converted to an
actuarially equivalent annual benefit payable for the Participants
lifetime commencing at the Participants Benefit Commencement Date,
determined based on the actuarial assumptions used to calculate lump sum
amounts as set forth in the Milacron Retirement Plan.                                                                                                                                                                                                                                                                                      
|     
|      |  | All other Participants shall receive as the annual benefit as of the
Benefit Commencement Date, one percent (1%) of the Participants Highest
Average Compensation for each Year of Credited Service the Participant
served in an Eligible Position, however, in no event shall this annual
benefit exceed ten percent (10%) of the Participants Highest Average
Compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     
|VII.  |  | Maximum Benefit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     
|      |  | In no event shall a Participant receive total combined annual benefits
from this Plan, the Milacron Retirement Plan, the Milacron Retirement
Savings Plan (as determined under Article VI), the Milacron Compensation
Deferral Plan (as determined under Article VI) and the Milacron Inc.
Supplemental Retirement Plan in excess of 60% of the Participants
Highest Average Compensation and benefits from this Plan shall be reduced
accordingly, if necessary.                                                                                                                                                                                                                                                                                                                                                                                 
|     
|VIII. |  | Disability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     
|      |  | An individual who terminates employment with the Company due to
disability prior to his 55th birthday will be a Participant if:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    



| | (i)   |  | the individual at the time of
disability held an Eligible Position; and                           
| | ----- |  | --------------------------------------------------------------------------------------------------
|
| | (ii)  |  | the individual has ten (10) years Credited Service with the Company;
and                          
|
| | (iii) |  | the disability is certified by a physician or physicians
designated by the Compensation Committee.

3



---



##### 





|IX. |  | Benefit Commencement Date                                                                                                                                                                                                                                                                                             
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Except as otherwise stated in this Article IX and Article X, benefits
shall commence on a Participants Normal Retirement Date.                                                                                                                                                                                       
|   
|    |  | For those Participants retiring prior to their Normal Retirement Date,
benefits shall commence upon the date of retirement and shall not be
actuarially reduced.                                                                                                                                                      
|   
|    |  | Benefits to a Participant who terminates employment with the Company due
to disability prior to age 55 shall commence upon the date the
Participant begins receiving benefits from the Milacron Retirement Plan
or would be eligible to receive benefits from the Milacron Retirement
Plan if he participated therein.
|   
|X.  |  | Death                                                                                                                                                                                                                                                                                                                 
|   
|    |  | An individual who dies while employed by the Company and who is not
otherwise a Participant in this Plan shall be a Participant if:                                                                                                                                                                                   



| | (i)  |  | the individual holds an Eligible Position at the time of death; and,                                                                  
| | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | the individual was at the time of his death vested in the
Milacron Retirement Plan or the Cincinnati Milacron Retirement
Savings Plan.



|     |  | If a Participant dies prior to commencement of benefits under this Plan
and the Participant is survived by a spouse to whom he was married on the
date he became vested under this Plan, the Participants surviving spouse
shall receive monthly benefits under this Plan, at the time benefits may
begin to the surviving spouse under the Milacron Retirement Plan, in the
form of a life annuity in the amount of fifty percent (50%) of the
Participants benefits under this Plan (with a reduction for commencement
prior to the date the Participant would have attained age 55, with such
reduction determined in accordance with the Milacron Retirement Plan),
determined in accordance with Article VI.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|XI.  |  | Payment Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     |  | Benefits shall be paid to Participants on a monthly basis. Participants
who are single shall receive benefits under this Plan in the form of a
life annuity. Participants who are married shall receive benefits in the
form of a fifty (50%) percent joint and survivor annuity which shall not
be actuarially reduced; however, the benefit to the Participants spouse
shall be available only if the Participant is survived by a spouse to
whom he was married on the date he became vested under this Plan.                                                                                                                                                                                                  
|    
|XII. |  | Vesting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     |  | Unless forfeited pursuant to Article XIII, a Participants benefit shall
become vested -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

4



---



##### 





| | (i)   |  | on his Normal Retirement Date; or                                                                     
| | ----- |  | ------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | on the date he reaches age 55 and has at least ten (10) Years
of Credited Service with the Company; or
|
| | (iii) |  | on the date of termination of employment due to disability or
death.                                  



|      |  | If a Participant no longer holds an Eligible Position, but remains an
employee of the Company, the Participants service in the Eligible
Position and his resulting benefit under this Plan shall not be
forfeited.                                                                                                                                                                                                                      
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      |  | Notwithstanding the foregoing, the Compensation Committee, in its sole
discretion, may specify in writing a different vesting schedule or date
applicable to any Participant or group of Participants.                                                                                                                                                                                                                                   
|     
|XIII. |  | 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, all benefits which would otherwise be
payable to him under the Plan shall be forfeited.                                                                                                                                                                     
|     
|XIV.  |  | Competition                                                                                                                                                                                                                                                                                                                                                                                                                              
|     
|      |  | By accepting payment of any benefit under the Plan 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 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 the Plan.           
|     
|XV.   |  | Funding                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     
|      |  | The Plan shall be unfunded and benefits shall be paid only from the
general assets of the Company.                                                                                                                                                                                                                                                                                                                                       
|     
|XVI.  |  | Administration                                                                                                                                                                                                                                                                                                                                                                                                                           
|     
|      |  | The general administration of this Plan and the responsibility for
carrying out and interpreting 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.
|     
|XVII. |  | Amendment and Termination                                                                                                                                                                                                                                                                                                                                                                                                                
|     
|      |  | 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                                                                                                                                                                                                                                                        

5



---



##### 





|       |  | restriction and without the consent of any
Participant, provided however, that no amendment or termination of this
Plan shall impair the right of any Participant to receive benefits which
have become vested prior to such amendment or termination and that the
Plan shall not be amended or terminated during the 24-month period
beginning on the date of a Change in Control (as defined in Schedule A,
attached hereto). 
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|XVIII. |  | Change in Control                                                                                                                                                                                                                                                                                                                                                                                                                 
|      
|       |  | Notwithstanding the foregoing provisions of the Plan, an individual who
holds an Eligible Position and is not otherwise a Participant under the
Plan in accordance with Article V, shall become a Participant under the
Plan and become vested under the Plan upon the date of a Qualifying
Termination (as defined in Schedule B, attached hereto) following a
Change in Control (as defined in Schedule A, attached hereto).
|      
|XIV.   |  | Miscellaneous                                                                                                                                                                                                                                                                                                                                                                                                                     



| | (a) |  | Nothing contained in this Plan guarantees the continued
employment of a Participant with the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | No benefit hereunder may be assigned, pledged, mortgaged or
hypothecated and, to the extent permitted by law, no such benefit
shall be subject to legal process or attachment for the payment of
any claims against any person entitled to receive the same.                                                                                                                                                                                                                                                                                 
|
| | (c) |  | If a Participant entitled to receive a benefit under this
Plan 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 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 Participant. Such payment shall, to the
extend made, be deemed a complete discharge for such payments under
this Plan.
|
| | (d) |  | Payments made under this Plan shall be subject to withholding
as shall at the time be required under any income tax or other laws,
whether of the United States or any other jurisdiction.                                                                                                                                                                                                                                                                                                                                                   
|
| | (e) |  | All expenses and costs in connection with the operation of
this Plan shall be borne by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (f) |  | The provisions of this Plan shall be construed according to
the laws of the State of Ohio.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (g) |  | The masculine pronoun wherever used herein shall include the
feminine gender and the feminine shall include the masculine and the
singular number as used herein shall include the plural and the
plural shall include the singular unless the context clearly
indicates otherwise.                                                                                                                                                                                                                                                          

6



---



##### 





| | (h) |  | The titles and headings used herein are for convenience of
reference only and in case of any conflict, the text of this Plan,
rather than such titles or headings, shall be controlling.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7



---



##### 



SCHEDULE A

A Change in Control occurs if:

(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 Paragraph (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 Paragraph (c) of this
Schedule.

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

(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 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

8



---



##### 



(e)  the stockholders of the Company approve a plan of complete liquidation
or dissolution of the Company.

Company shall mean Milacron Inc. Person shall mean any person (as defined
in Section 3(a)(9) of the Securities Exchange Act (the Exchange Act), as such
term is modified in Section 13(d) and 14(d) of the Exchange Act) other than (i)
any employee plan established by the Company, (ii) any affiliate (as defined in
Rule 12b-2 promulgated under the Exchange Act) of the Company, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by
stockholders of the Company in substantially the same proportions as their
ownership of the Company. Group shall mean any group as defined in Section
14(d)(2) of the Exchange Act. Beneficial Owner shall mean beneficial owner
as defined in Rule 13d-3 under the Exchange Act.

9



---



##### 



SCHEDULE B

A Qualifying Termination shall mean (i) a termination of the individuals
employment by the Company for any reason other than for Cause or Disability
(as defined below) during the Protection Period (as defined below), or (ii)
the individuals termination of employment for Good Reason (as defined below)
during the Protection Period.

(a)  Disability.If the individual is absent from duties with the Company
on a full-time basis for eighteen consecutive months due to a physical or
mental incapacity, and the individual has not returned to the full-time
performance of the individuals duties within thirty (30) days after written
Notice of Termination is given to the individual by the Company, such
termination shall be considered to be termination by the Company for
Disability for purposes of this Exhibit.

(b)  Cause. The Company may terminate the individuals employment for
Cause. For purposes of this Schedule only, the Company shall have Cause to
terminate the individuals employment hereunder only on the basis of (i) the
individuals fraud on, or misappropriation or embezzlement of assets of, the
Company that causes material harm to the Company or (ii) the individuals
willful and continued failure to substantially perform the individuals duties
hereunder (other than any such failure resulting from the individuals mental
or physical incapacity or mental illness or any such actual or anticipated
failure after the issuance of a Notice of Termination, as defined in Paragraph
(d), by the individual for Good Reason, as defined below);
provided, however,
that Cause shall occur with respect to clause (ii) of this sentence only if
such action constituting Cause has not been corrected or cured by the
individual within 30 days after the individual has received written notice from
the Company of the Companys intent to terminate the individuals employment
for Cause and specifying in detail the basis for such termination. For
purposes of this Paragraph, no act, or failure to act, on the individuals part
shall be considered willful unless done, or omitted to be done, by the
individual in bad faith and without reasonable belief that the individuals
action or omission was in the best interests of the Company. Notwithstanding
the foregoing, the individual shall not be deemed to have been terminated for
Cause unless and until delivery to the individual of a copy of a resolution
duly adopted by the affirmative vote of not less than three-quarters of the
entire membership of the Board at a meeting of the Board called and held for
the purpose (after reasonable notice to the individual and an opportunity for
the individual, together with the individuals counsel, to be heard before the
Board), finding that in the good faith opinion of the Board the individual was
guilty of conduct set forth in clause (i) or (ii) of this Paragraph and
specifying the particulars thereof in detail.

(c)  Good Reason. The individual shall be entitled to terminate the
individuals employment for Good Reason at any time following a Change in
Control. For purposes of this Schedule, Good Reason shall exist in the event
of the occurrence of any of the following without the individuals express
prior written consent:



| | (i) |  | any diminution of, or the assignment to the individual of duties
inconsistent with, the individuals position, duties, responsibilities
and status with the
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

10



---



##### 





| |        |  | Company immediately prior to a Change in Control, an
adverse change in the individuals titles or offices as in effect
immediately prior to a Change in Control, or any removal of the
individual from, or any failure to reelect the individual to, any of such
positions, except in connection with the individuals termination of
employment for Disability or Cause or as a result of the individuals
death or by the individual other than for Good Reason;                                                                                                                                                                                                                                     
| | ------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)   |  | a reduction by the Company in the individuals base salary as
in effect on the date of a Change in Control or as the same may be
increased from time to time during the term of any agreement between the
Company and the individual;                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (iii)  |  | the Companys failure to continue any benefit plan or
arrangement (including, without limitation, the Companys life insurance,
post-retirement benefits, and comprehensive medical plan coverage) in
which the individual participated at the time of a Change in Control (or
any other plans providing the individual with substantially similar
benefits) (hereinafter referred to as Benefit Plans), or any action by
the Company that would adversely affect the individuals participation in
or materially reduce the individuals benefits under any such Benefit
Plan or deprive the individual of any material fringe benefit enjoyed by
the individual at the time of a Change in Control;
|
| | (iv)   |  | the Companys failure to continue in effect, or continue
payments under, any incentive plan or arrangement (including, without
limitation, any equity-based plan or arrangement) in which the individual
participated at the time of a Change in Control (hereinafter referred to
as Incentive Plans) or any action by the Company that would adversely
affect the individuals participation in any such Incentive Plans or
reduce the individuals benefits under any such Incentive Plans;                                                                                                                                                                                                        
|
| | (v)    |  | a relocation of the Companys principal executive offices to a
location outside the Cincinnati, Ohio metropolitan area or relocation of
the individuals primary workplace to any place other than the location
at which the individual performed the individuals duties immediately
prior to a Change in Control;                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (vi)   |  | the Companys failure to provide the individual with the number
of paid vacation days to which the individual was entitled at the time of
a Change in Control;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (vii)  |  | the Companys material breach of any provision of any
agreement between the Company and the individual regarding severance
benefits following a Change in Control;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (viii) |  | the Companys purported termination of the individual which
is not effected pursuant to a Notice of Termination satisfying the
requirements of Paragraph (d);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

(d)  Notice of Termination. Any purported termination of the individual by
the Company or by the individual shall be communicated by written Notice of
Termination to the other party in accordance with Paragraph (f) hereof. For
purposes of this Schedule, a Notice of

11



---



##### 



Termination shall mean a notice that indicates the specific termination provision in this Schedule relied upon and
the facts, if any, supporting application of such provision.

(e)  Date of Termination: Dispute Concerning Termination. Date of
Termination shall mean (i) if the individuals employment is terminated for
Disability, thirty (30) days after Notice of Termination is given (provided
that the individual has not returned to the performance of the individuals
duties on a full-time basis during such thirty (30) day period) or (ii) if the
individuals employment is terminated by the Company for any reason other than
Disability or by the individual for any reason, the date specified in the
Notice of Termination (which, in the case of a termination by the Company shall
not be less than thirty (30) days, and in the case of a termination by the
individual shall not be more than sixty (60) days, respectively, from the date
such Notice of Termination is given); provided, however, that if the party
receiving the Notice of Termination notifies the other party within thirty (30)
days after the date such Notice of Termination is given that a dispute exists
concerning the termination, the Date of Termination shall be the date on which
the dispute is finally resolved, either by mutual written agreement of the
parties or by a binding arbitration award referred to in Paragraph (g); and
provided, furtherthat the Date of Termination shall be extended by a notice of
dispute only if such notice is given in good faith and the party giving such
notice shall pursue the resolution of such dispute with reasonable diligence.
The Company shall continue the individual as a participant in the plan until
the dispute is finally resolved in accordance with this Schedule. For purposes
of determining whether any Qualifying Termination has occurred during the
Protection Period, the date a Notice of Termination is given pursuant to this
Schedule shall be deemed the date of the individuals Qualifying Termination.

(f)  Notice. For the purposes of this Schedule, notices and all other
communications provided for in the Schedule shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, as follows:

|     |  |                                                                                      |  |                       
|---- |  | ------------------------------------------------------------------------------------ |  | ----------------------
|(i)  |  | if, to the individual, to the individuals
current address on file with the Company;
|    
|(ii) |  | if, to the Company, to:                                                              |  | Milacron Inc.         
|     |  |                                                                                      |  | 2090 Florence Avenue  
|     |  |                                                                                      |  | Cincinnati, Ohio 45206
|     |  |                                                                                      |  | Attn:     Secretary   

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notice of change of address shall
be effective only upon receipt.

(g)  Arbitration. Any dispute or controversy arising under or in
connection with this Schedule shall be settled exclusively by arbitration in
Cincinnati, Ohio in accordance with the rules of (but not necessarily appointed
by) the American Arbitration Association then in effect except as provided
herein. Judgment may be entered on the arbitrators award in any court having
jurisdiction. No such arbitration proceedings shall be commenced or conducted
until at least sixty (60) days after the parties, in good faith, shall have
attempted to resolve such dispute

12



---



##### 



by mutual agreement; and the parties hereby agree to endeavor in good faith to resolve any dispute by mutual agreement. If
mutual agreement cannot be attained, any disputing party, by written notice to
the other (Arbitration Notice) may commence arbitration proceedings. Such
arbitration shall be conducted before a panel of three arbitrators, one
appointed by each party within thirty (30) days after the date of the
Arbitration Notice, and one chosen within sixty (60) days after the date of the
Arbitration Notice by the two arbitrators appointed by the disputing parties.
Any Cincinnati, Ohio court of competent jurisdiction shall appoint any
arbitrator that has not been appointed within such time periods. Judgment may
include costs and attorneys fees and may be entered in any court of competent
jurisdiction.

(h)  Definitions. For purposes of this Schedule, Company shall mean
Milacron Inc., Protection Period shall mean the 24-month period beginning on
the date of a Change in Control, and Board shall mean the Board of Directors
of Milacron Inc. and Change in Control shall have the meaning set forth in
Schedule A.

13