PURPOSE

The purpose of the Nominating/Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Milacron Inc. (the "Company") is to (i) assist the Board by identifying individuals qualified to become Board members and recommend such individuals to the Board for nomination for election to the Board, (ii) develop, recommend and annually review corporate governance guidelines for the Company, (iii) assist the Board in its annual review of Board performance, and (iv) recommend to the Board director nominees for each committee of the Board.


MEMBERSHIP

The Committee shall consist of no fewer than three members. Each member of the Committee shall be "independent" under the listing standards of the New York Stock Exchange.

The members shall be nominated by the Committee and appointed annually to one-year terms by the Board. 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.


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 in person or telephonically at least three times a year at such times and places as determined by the Committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its chairperson.

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.


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. Establish the general criteria to be considered when selecting candidates for the Board, which are attached as Appendix A, and to periodically review and amend the criteria as the Committee deems appropriate.

2. The Committee shall actively seek individuals qualified to become members of the Board and recommend such individuals to the Board for nomination for election to the Board by the shareholders or for appointment by the Board to fill a vacancy. The Committee shall also review potential candidates for the Board suggested to it (or the Company) and report to the Board regarding the results of such review.

3. The Committee shall review all nominations for election of Board members.

4. The Committee shall recommend Board composition and policy with regard to size, diversity, mix of management and non-management directors, overlapping directorships and qualifications.

5. The Committee shall receive advance notice of proposed nominations of existing directors for director positions on the Boards of other companies to evaluate potential conflicts of interest and time commitments.

6. In the case of a director nominee to fill a Board vacancy created by an increase in the size of the Board, the Committee shall make a recommendation to the Board as to the class of directors in which the individual should serve.

7. The Committee shall review and approve the compensation for all non-employee directors which shall be based upon competitive market conditions and overall strategy of the Company.

8. The Committee shall establish adequate procedures for the Board and its committees to conduct annual performance evaluations and shall oversee the entire performance evaluation process.

9. The Committee shall develop and recommend to the Board corporate governance guidelines for the Company and shall review those guidelines at least annually.

10. The Committee shall create and maintain and recommend to the Board for adoption a Code of Business Conduct and Ethics for directors, officers, and employees.

11. The Committee shall consider any other corporate governance issues that arise from time to time, and develop appropriate recommendations for the Board.

12. The Committee shall identify Board members qualified to fill vacancies on any committee of the Board (including the Committee) and recommend that the Board appoint the identified member or members to the respective committee. In nominating a candidate for membership of a committee, the Committee shall take into consideration the factors set forth in the charter of the committee, if any, as well as any other factors it deems appropriate, including, without limitation, the consistency of the candidate's experience with the purpose of the committee and the experience of other committee members.

13. The Committee shall develop an orientation program for newly elected members of the Board and shall assist the Board in the implementation of such program.

14. The Committee shall review this Charter annually and shall recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance and set goals and objectives of the Committee for the upcoming year.


COMMITTEE REPORTS

The Committee shall produce the following reports and provide them to the Board:

1. An annual performance evaluation of the Committee, which evaluation compares the performance of the Committee with the requirements of this Charter. The performance evaluation should also contain any recommendations for changes to this Charter arising out of the Committee's annual review. The report to the Board may take the form of an oral report by the chairperson of the Committee or any other member of the Committee designated by the Committee to make this report.

2. An annual report on the Board's performance based on comments from directors.

3. A summary of the actions taken at each Committee meeting, which shall be presented to the Board at the next Board meeting following such Committee meeting.

4. Any other reports which the Board may from time to time specify.


RETENTION OF CONSULTANTS AND ADVISORS

The Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm's fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting, or other advisors.


APPENDIX A

CRITERIA FOR SELECTING CANDIDATES FOR BOARD OF DIRECTORS

In considering possible director candidates, the Nominating and Corporate Governance Committee ("Committee") and the other directors should recognize that the contribution of the Board of Directors ("Board") will depend not only on the individual character and capacities of the directors but also on their collective strengths. The Committee considers the needs of the Board and evaluates each recommended candidate in light of, among other things, the candidate's qualifications. All candidates are reviewed in the same manner, regardless of the source of recommendation. The following criteria should be considered:

The Board of Directors should be composed of:

1. Directors representing diverse experiences in business, government, education, technology, and in various areas relevant to our business. Milacron also will consider the diversity, age, skills, and other factors relevant to a director's overall qualifications in determining a combination of directors that will best serve the needs of the Board and Milacron.

2. Directors who have substantial and broad senior management experience and/or expertise which would be of value to the Company in the performance of the duties of a director. In particular, all directors must be financially literate and one or more directors should have such financial expertise as to qualify as an Audit Committee Financial Expert.

3. Directors who together will represent the balanced, best interests of the shareholders as a whole and the interests of the Company's stakeholders, as appropriate, rather than special interest groups or constituencies.

4. A majority of directors who are independent. A director is "independent" if he or she meets the requirements for independence set forth in the rules of the New York Stock Exchange and the Securities and Exchange Commission, as appropriate.

In general, each director should:

1. Possess the highest personal and professional ethics and integrity and be devoted to representing the interests of Milacron and its stakeholders.

2. Be willing to devote sufficient time to carrying out his/her duties and responsibilities effectively.

3. Be free of any conflict of interest which would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director.

4. Possess substantial and broad senior management experience and/or expertise which would be of value to the Company in the performance of the duties of a director.

5. Be financially literate. Further, the Board prefers that more than one member of the Audit Committee meet the definition of "Audit Committee Financial Expert."

6. Be independent. A majority of independent directors must be maintained at all times, while recognizing that it is appropriate for certain key members of the Company's management to participate on the Board.