PURPOSE

The purpose of the Committee is to have direct responsibility to:

(A) review and approve goals and objectives relevant to CEO compensation, evaluate CEO's performance in light of those goals and objectives, and set the CEO's total compensation level based on this evaluation which shall be reviewed with the independent members of the Board; and

(B) review and approve compensation for the Company's officers and approve all participation in the Company's short-term management incentive plan and equity-based plans; and

(C) produce an annual report on executive compensation as required by the SEC for inclusion in the Company's proxy statement or annual report on Form 10-K filed with the SEC.


COMPOSITION

The Personnel and Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Milacron Inc. (the "Company") shall be comprised of not less than three members. Each member shall be independent as defined in the listing standards of the New York Stock Exchange. The members shall be appointed by the Board annually to one-year terms, and at other times when necessary to fill vacancies. The Committee shall recommend, and the Board shall designate, one member of the Committee as Chair. The members shall serve until their resignation, retirement, removal by the Board, or until their successors shall be appointed and qualify. No member of the Committee shall be removed except by majority vote of the Independent Directors then in office. The duties and responsibilities of a member of the Committee are in addition to those as a member of the Board.


MEETINGS AND PROCEDURES

The Committee shall fix its own rules of procedure, which shall be consistent with the Bylaws of the Company and this Charter.

The Committee shall meet not less than three times during each calendar year and may meet more frequently as circumstances warrant. In advance of each meeting, an agenda and any other available relevant information will be furnished to the members.

The Chair of the Committee or a majority of the members of the Committee may call a special meeting of the Committee.

The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided, however, that:

         no subcommittee shall consist of fewer than two members, and

         the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation, or listing standard to be exercised by the Committee as a whole.

The Committee may invite such members of management of the Company to its meetings as it may deem desirable or appropriate.

Following each of its meetings, the Committee shall deliver a report on the meeting to the Board, including a description of all actions taken by the Committee at the meeting.

The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.


MINUTES

The minutes of each meeting are to be prepared and sent to Committee members for approval.


RESPONSIBILITIES AND DUTIES

The Committee shall have the following specific duties and responsibilities (in addition to any other duties which the Board may from time to time delegate to the Committee):

1. Review and approve goals and objectives relevant to CEO compensation, evaluate CEO's performance in light of those goals and objectives, and set the CEO's total compensation level based on this evaluation which shall be reviewed with the independent members of the Board.

2. Review and approve compensation for the Company's officers which shall be based upon competitive market conditions and the overall strategy of the Company.

3. Review and approve management incentive compensation plans and equity compensation plans and amendments thereto.

4. Review and approve participation in the short-term and long-term management incentive plans.

5. Review and approve actions, amendments or other changes in the qualified and non-qualified retirement plans and non-qualified deferred compensation plans.

6. Produce an annual report on Executive Compensation, as required by the SEC, for inclusion in the Company's proxy statement or annual report on Form 10-K filed with the SEC.

7. Review succession planning for key executive positions.

8. Perform an annual performance evaluation of the Committee.

9. Report to the Board on the results of performing the foregoing duties and, where appropriate, submit recommendations to the Board.


CONSULTANTS AND ADVISORS

The Committee has sole authority regarding retention, fees, and termination of any outside consulting firm assisting in the evaluation of CEO or officer compensation.