<DOCUMENT>
<TYPE>EX-10.35
<SEQUENCE>7
<FILENAME>y98027exv10w35.txt
<DESCRIPTION>2004 LONG TERM INCENTIVE PLAN
<TEXT>
<PAGE>
 
                                                                   EXHIBIT 10.35
 
                                 MILACRON INC.
 
                         2004 LONG-TERM INCENTIVE PLAN
 
     1. PURPOSE OF THE PLAN.  The purpose of this Plan is to attract, retain and
motivate officers and other key employees of Milacron Inc. (the "Company") and
its Subsidiaries, to retain qualified individuals to serve as non-employee
members of the Board, and to provide such persons with appropriate incentives
and rewards for superior performance and contribution. The Plan is effective as
of April 1, 2004 (the "Effective Date"), subject to the approval of the
Company's stockholders.
 
     2. DEFINITIONS.  Capitalized terms used herein shall have the meanings
assigned to such terms in this Section 2.
 
     "Applicable Laws" means the requirements relating to the administration of
equity-based compensation plans under U.S. state corporate laws, U.S. federal
and state securities laws, the Code, any stock exchange or quotation system on
which the Common Stock is listed or quoted and the applicable laws of any other
country or jurisdiction where awards are granted under the Plan.
 
     "Appreciation Right" means a right granted pursuant to Section 5 of this
Plan, and shall include both Tandem Appreciation Rights and Free-Standing
Appreciation Rights.
 
     "Base Price" means the price to be used as the basis for determining the
Spread upon the exercise of a Free-Standing Appreciation Right and a Tandem
Appreciation Right.
 
     "Beneficial Owner" means a beneficial owner as defined in Rule 13d-3 under
the Exchange Act.
 
     "Board" means the Board of Directors of the Company.
 
     "Change in Control" shall mean any of the following events:
 
          (i) 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 subsection (i), the following acquisitions shall
     not constitute a Change in Control: (a) any acquisition directly from the
     Company, (b) any acquisition by the Company, (c) any acquisition by any
     employee benefit plan (or related trust) sponsored or maintained by the
     Company or any corporation controlled by the Company, or (d) any
     acquisition by any corporation pursuant to a transaction which complies
     with clause (a) of section (iii) of this section;
 
          (ii) Individuals who, as of the date hereof, constitute the Board (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;
 
          (iii) There is consummated a merger, consolidation or other corporate
     transaction, other than (a) 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
 
                                        1
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     the Company or such surviving entity or any parent thereof outstanding
     immediately after such merger, consolidation or transaction, or (b) 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;
 
          (iv) 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 of 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
 
          (v) The stockholders of the Company approve a plan of complete
     liquidation or dissolution of the Company.
 
Notwithstanding any other provision of this Plan to the contrary, a "Change in
Control" shall not occur solely as a result of any change in the combined voting
power of the stock and securities of the Company as a result of any securities
issued or issuable pursuant to the transactions contemplated by the Note
Purchase Agreement, dated as of March 12, 2004, by and among Milacron Inc.,
Glencore Finance AG and Mizuho International plc, including any securities
issued or issuable in exchange for, upon conversion or exercise of, or as a
payment of dividends upon, such securities.
 
     "Code" means the Internal Revenue Code of 1986, as amended.
 
     "Committee" means the Committee described in Section 16 of the Plan.
 
     "Common Stock" means the common stock of the Company or any security into
which such Common Stock may be changed by reason of any transaction or event of
the type referred to in Section 12 of this Plan.
 
     "Company" has the meaning given such term in Section 1 of the Plan.
 
     "Covered Employee" means an Employee who is, or is determined by the
Committee to be likely to become, a "covered employee" within the meaning of
Section 162(m) of the Code (or any successor provision).
 
     "Date of Grant" means the date specified by the Committee on which a grant
of Option Rights, Appreciation Rights, Performance Units or Performance Shares
or a grant or sale of Restricted Shares or Deferred Shares or any awards granted
under Section 10 shall become effective.
 
     "Deferral Period" means the period of time during which Deferred Shares are
subject to deferral limitations under Section 8 of this Plan.
 
     "Deferred Shares" means an award made pursuant to Section 8 of this Plan of
the right to receive shares of Common Stock at the end of a specified Deferral
Period.
 
     "Director" means a member of the Board of Directors of the Company.
 
     "Effective Date" has the meaning given such term in Section 1 of the Plan.
 
     "Employee" means a salaried employee of the Company or any Subsidiary who
has demonstrated significant management potential or who has contributed in a
substantial measure to the successful performance of the Company, as determined
by the Committee.
 
     "Evidence of Award" means an agreement, certificate, resolution or other
type or form of writing or other evidence approved by the Committee which sets
forth the terms and conditions of the Option Rights, Appreciation Rights,
Performance Units, Performance Shares, Restricted Shares or Deferred
 
                                        2
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     Shares or any awards granted under Section 10. An Evidence of Award may be
     in an electronic medium, may be limited to a notation on the books and
     records of the Company and, with the approval of the Committee, need not be
     signed by a representative of the Company or a Participant.
 
     "Exchange Act" means the Securities Exchange Act of 1934 and the rules and
regulations thereunder, as such law, rules and regulations may be amended from
time to time.
     "Free-Standing Appreciation Right" means an Appreciation Right granted
pursuant to Section 5 of this Plan that is not granted in tandem with an Option
Right.
 
     "Group" means any group as defined in Section 14(d)(2) of the Exchange Act.
 
     "Incentive Stock Options" means Option Rights that are intended to qualify
as "incentive stock options" under Section 422 of the Code or any successor
provision. For purposes of clarity, Incentive Stock Options may only be granted
to Employees.
 
     "Management Objectives" means the measurable performance objective or
objectives established pursuant to this Plan for Participants who have received
grants of Performance Units or Performance Shares or, when so determined by the
Committee, Option Rights, Appreciation Rights and Restricted Shares pursuant to
this Plan. Management Objectives may be described in terms of Company-wide
objectives or objectives that are related to the performance of the individual
Participant or of the Subsidiary, division, department, region or function
within the Company or Subsidiary in which the Participant is employed. The
Management Objectives may be made relative to the performance of other
corporations. The Management Objectives applicable to any award to a Covered
Employee shall be based on specified levels of or growth in one or more of the
following criteria: revenues; earnings from operations; earnings before or after
interest and taxes; net income; cash flow; earnings per share; working capital;
economic value added; return on total capital; return on invested capital;
return on equity; return on assets; total return to stockholders; earnings
before or after interest, taxes, depreciation, amortization or extraordinary or
special items; return on investment; free cash flow; cash flow return on
investment (discounted or otherwise); net cash provided by operations; cash flow
in excess of cost of capital; operating margin; profit margin; stock price
and/or strategic business criteria consisting of one or more objectives based on
meeting specified product development, strategic partnering, research and
development, market penetration, geographic business expansion goals, cost
targets, customer satisfaction, employee satisfaction, management of employment
practices and employee benefits, supervision of litigation or information
technology, goals relating to acquisitions or divestitures of subsidiaries,
affiliates and joint ventures. Management Objectives may be stated as a
combination of the listed factors. If the Committee determines that a change in
the business, operations, corporate structure or capital structure of the
Company, or the manner in which it conducts its business, or other events or
circumstances (including those events and circumstances described in Section 12
of this Plan) render the Management Objectives unsuitable, the Committee may in
its discretion modify such Management Objectives or the related minimum
acceptable level of achievement, in whole or in part, as the Committee deems
appropriate and equitable, except in the case of a Covered Employee to the
extent that such action would result in the loss of the otherwise available
exemption of the award under Section 162(m) of the Code.
 
     "Market Value per Share" means, as of any particular date, (i) the average
of the high and low prices of Common Stock on the date on which it is to be
valued hereunder as reported on the New York Stock Exchange, or if there are no
sales on such day, on the next preceding trading day during which a sale
occurred, or (ii) if clause (i) does not apply, the fair market value of the
Common Stock as determined by the Committee.
 
     "Optionee" means the optionee named in an agreement evidencing an
outstanding Option Right.
 
     "Option Price" means the purchase price payable on exercise of an Option
Right.
 
 
                                        3
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     "Option Right" means the right to purchase shares of Common Stock from the
Company upon the exercise of an option granted pursuant to Section 4 of this
Plan.
 
     "Participant" means an Employee or a Director who receives a grant of
Option Rights, Appreciation Rights, Performance Units or Performance Shares or a
grant or sale of Restricted Shares or Deferred Shares or any awards under
Section 10.
 
     "Performance Period" means, in respect of a Performance Unit or Performance
Share, a period of time established pursuant to Section 6 of this Plan within
which the Management Objectives relating to such Performance Share or
Performance Unit are to be achieved.
 
     "Performance Share" means a bookkeeping entry that records the equivalent
of one share of Common Stock awarded pursuant to Section 6 of this Plan.
 
     "Performance Unit" means a bookkeeping entry that records a unit equivalent
to $1.00 awarded pursuant to Section 6 of this Plan.
 
     "Person" means any person (as defined in Section 3(a)(9) of 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.
 
     "Plan" means this Milacron Inc. 2004 Long-Term Incentive Plan, as amended
from time to time.
 
     "Restricted Shares" means shares of Common Stock granted or sold pursuant
to Section 7 of this Plan as to which neither the substantial risk of forfeiture
nor the prohibition on transfers referred to in such Section 7 has expired.
 
     "Spread" means the excess of the Market Value per Share on the date when an
Option Right or Appreciation Right is exercised, over the per share Option Price
or per share Base Price provided for in the related Option Right or Appreciation
Right, respectively.
 
     "Subsidiary" means a corporation, company or other entity which is
designated by the Committee and in which the Company has a direct or indirect
ownership or other equity interest, provided, however, that for purposes of
determining whether any person may be a Participant for purposes of any grant of
Incentive Stock Options, the term "Subsidiary" has the meaning given to such
term in Section 424 of the Code, as interpreted by the regulations thereunder
and applicable law.
 
     "Tandem Appreciation Right" means an Appreciation Right granted pursuant to
Section 5 of this Plan that is granted in tandem with an Option Right.
 
     3. SHARES AVAILABLE UNDER THE PLAN.
 
     a. Subject to adjustment as provided in Section 3(b) and Section 12 of this
Plan, the number of shares of Common Stock that may be issued or transferred (i)
upon the exercise of Option Rights or Appreciation Rights, (ii) as Restricted
Shares, (iii) as Deferred Shares, (iv) in payment of Performance Units or
Performance Shares that have been earned, (v) in payment of awards granted under
Section 10 of the Plan or (vi) in payment of dividend equivalents paid with
respect to awards made under the Plan shall not exceed in the aggregate
7,000,000 shares of Common Stock. Such shares may be shares of original
issuance, treasury shares, shares purchased by the Company on the open market,
or a combination of the foregoing.
 
     b. The Committee may adopt reasonable counting procedures to ensure
appropriate counting, avoid double counting (as, for example, in the case of
tandem or substitute awards) and make adjustments in the number of shares of
Common Stock available in Section 3(a) above or otherwise
 
                                        4
<PAGE>
specified in the Plan or in any award granted hereunder if the number of shares
of Common Stock actually delivered differs from the number of shares of Common
Stock previously counted in connection with an award. Shares of Common Stock
subject to an award granted under the Plan that is canceled, expired, forfeited,
settled in cash or is otherwise terminated without a delivery of Common Stock to
the Participant will again be available for awards, and Common Stock withheld in
payment of the exercise price or taxes relating to an award granted under the
Plan and shares of Common Stock equal to the number surrendered in payment of
any exercise price or taxes relating to an award under the Plan shall be deemed
to constitute Common Stock not delivered to the Participant and shall be deemed
to again be available for awards under the Plan. This Section 3(b) shall apply
to the number of shares of Common Stock reserved and available for Incentive
Stock Options only to the extent consistent with applicable Treasury regulations
relating to Incentive Stock Options under the Code.
 
     c. Notwithstanding anything in this Section 3, or elsewhere in this Plan,
to the contrary and subject to adjustment as provided in Section 12 of this
Plan, (i) the aggregate number of shares of Common Stock actually issued or
transferred by the Company upon the exercise of Incentive Stock Options shall
not exceed 7,000,000 shares of Common Stock; (ii) no Participant shall be
granted Option Rights and Appreciation Rights, in the aggregate, for more than
500,000 shares of Common Stock during any calendar year; (iii) no Director who
is not an Employee shall be granted Option Rights, Appreciation Rights,
Restricted Shares and Deferred Shares, in the aggregate, for more than 10,000
shares of Common Stock during any calendar year.
 
     d. Notwithstanding any other provision of this Plan to the contrary, in no
event shall any Participant in any calendar year receive awards of (i)
Performance Shares, Restricted Shares specifying Management Objectives or awards
granted under Section 10 of the Plan specifying Management Objectives, which
awards, in the aggregate, cover a maximum of more than 500,000 shares of Common
Stock or (ii) Performance Units having an aggregate maximum value as of their
respective Dates of Grant in excess of $2,000,000.
 
     4. OPTION RIGHTS.  The Committee may, from time to time and upon such terms
and conditions as it may determine, authorize the granting to Employees of
Option Rights. Each such grant may utilize any or all of the authorizations, and
shall be subject to all of the limitations, contained in the following
provisions:
 
          a. Each grant shall specify the number of shares of Common Stock to
     which it pertains, subject to adjustments as provided in Section 12 of this
     Plan.
 
          b. Each grant shall specify an Option Price per share, which shall be
     equal to or greater than the Market Value per Share on the Date of Grant.
 
          c. Each grant shall specify whether the Option Price shall be payable
     (i) in cash or by check acceptable to the Company, (ii) by the actual or
     constructive transfer to the Company of shares of Common Stock owned by the
     Optionee not less than 6 months having a value at the time of exercise
     equal to the total Option Price, or (iii) by a combination of such methods
     of payment. To the extent permitted by law, any grant may provide for
     deferred payment of the Option Price from the proceeds of sale through a
     bank or broker on a date satisfactory to the Company of some or all of the
     shares to which such exercise relates.
 
          d. Grants may be made to the same Employee whether or not any Option
     Rights previously granted to such Employee remain unexercised.
 
          e. Each grant shall specify the period or periods of continuous
     service by the Optionee with the Company or any Subsidiary that is
     necessary before the Option Rights or installments thereof will become
     exercisable and may provide for the earlier exercise of such Option Rights
     in the event of a Change in Control, retirement, death or disability of the
     Optionee or other similar transaction or event as approved by the
     Committee.
 
 
                                        5
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          f. Any grant of Option Rights may specify Management Objectives that
     must be achieved as a condition to the exercise of such rights.
 
          g. Option Rights granted under this Plan may be (i) options,
     including, without limitation, Incentive Stock Options, that are intended
     to qualify under particular provisions of the Code, (ii) options that are
     not intended so to qualify, or (iii) combinations of the foregoing.
 
          h. The exercise of an Option Right shall result in the cancellation on
     a share-for-share basis of any Tandem Appreciation Right authorized under
     Section 5 of this Plan.
 
          i. No Option Right shall be exercisable more than 10 years from the
     Date of Grant.
 
          j. Each grant of Option Rights shall be evidenced by an Evidence of
     Award which shall contain such terms and provisions, consistent with this
     Plan and applicable sections of the Code, as the Committee may approve.
 
     5. APPRECIATION RIGHTS.
 
     a. The Committee may authorize the granting (i) to any Optionee who is also
an Employee, of Tandem Appreciation Rights in respect of Option Rights granted
hereunder, and (ii) to any Employee, of Free-Standing Appreciation Rights. A
Tandem Appreciation Right shall be a right of the Optionee, exercisable by
surrender of the related Option Right, to receive from the Company an amount
determined by the Committee, which shall be expressed as a percentage of the
Spread (not exceeding 100 percent) at the time of exercise. Tandem Appreciation
Rights may be granted at any time prior to the exercise or termination of the
related Option Rights; provided, however, that a Tandem Appreciation Right
awarded in relation to an Incentive Stock Option must be granted concurrently
with such Incentive Stock Option. A Free-Standing Appreciation Right shall be a
right of the Employee to receive from the Company an amount determined by the
Committee, which shall be expressed as a percentage of the Spread (not exceeding
100 percent) at the time of exercise.
 
     b. Each grant of Appreciation Rights may utilize any or all of the
authorizations, and shall be subject to all of the requirements, contained in
the following provisions:
 
          (i) Any grant may specify that the amount payable on exercise of an
     Appreciation Right may be paid by the Company in cash, in shares of Common
     Stock or in any combination thereof and may either grant to the Employee or
     retain in the Committee the right to elect among those alternatives.
 
          (ii) Any grant may specify that the amount payable on exercise of an
     Appreciation Right may not exceed a maximum specified by the Committee at
     the Date of Grant.
 
          (iii) Each grant shall specify the period or periods of continuous
     service by the Employee with the Company or any Subsidiary that is
     necessary before the Appreciation Right or installments thereof will become
     exercisable and may provide for the earlier exercise of such Appreciation
     Rights in the event of a Change in Control, retirement, death or disability
     of the Employee or other similar transaction or event as approved by the
     Committee.
 
          (iv) Each grant of an Appreciation Right shall be evidenced by an
     Evidence of Award, which shall describe such Appreciation Right, identify
     any related Option Right, state that such Appreciation Right is subject to
     all the terms and conditions of this Plan, and contain such other terms and
     provisions, consistent with this Plan and applicable sections of the Code,
     as the Committee may approve.
 
          (v) Any grant may provide for the payment to the Employee of dividend
     equivalents thereon in cash or shares of Common Stock on a current,
     deferred or contingent basis.
 
 
                                        6
<PAGE>
     c. Any grant of Tandem Appreciation Rights shall provide that such Rights
may be exercised only at a time when the related Option Right is also
exercisable and at a time when the Spread is positive, and by surrender of the
related Option Right for cancellation.
 
     d. Regarding Free-Standing Appreciation Rights only:
 
          (i) Each grant shall specify in respect of each Free-Standing
     Appreciation Right a Base Price, which shall be equal to or greater than
     the Market Value per Share on the Date of Grant;
 
          (ii) Grants may be made to the same Employee regardless of whether any
     Free-Standing Appreciation Rights previously granted to the Employee remain
     unexercised; and
 
          (iii) No Free-Standing Appreciation Right granted under this Plan may
     be exercised more than 10 years from the Date of Grant.
 
     e. Any grant of Appreciation rights may specify Management Objectives that
must be achieved as a condition to exercise such rights.
 
     6. PERFORMANCE UNITS AND PERFORMANCE SHARES.  The Committee may also
authorize the granting to Employees of Performance Units and Performance Shares
that will become payable (or payable early) to an Employee upon achievement of
specified Management Objectives. Each such grant may utilize any or all of the
authorizations, and shall be subject to all of the limitations, contained in the
following provisions:
 
          a. Each grant shall specify the number of Performance Units or
     Performance Shares to which it pertains, which number may be subject to
     adjustment to reflect changes in compensation or other factors; provided,
     however, that no such adjustment shall be made in the case of a Covered
     Employee where such action would result in the loss of the otherwise
     available exemption of the award under Section 162(m) of the Code.
 
          b. The Performance Period with respect to each Performance Unit or
     Performance Share shall be such period of time commencing with the Date of
     Grant as shall be determined by the Committee at the time of grant.
 
          c. Any grant of Performance Units or Performance Shares shall specify
     Management Objectives which, if achieved, will result in payment or early
     payment of the award, and each grant may specify in respect of such
     specified Management Objectives a minimum acceptable level of achievement
     and shall set forth a formula for determining the number of Performance
     Units or Performance Shares that will be earned if performance is at or
     above the minimum level, but falls short of full achievement of the
     specified Management Objectives. The grant of Performance Units or
     Performance Shares shall specify that, before the Performance Shares or
     Performance Units shall be earned and paid, the Committee must determine
     that the Management Objectives have been satisfied.
 
          d. Each grant shall specify the time and manner of payment of
     Performance Units or Performance Shares that have been earned. Any grant
     may specify that the amount payable with respect thereto may be paid by the
     Company to the Employee in cash, in shares of Common Stock or in any
     combination thereof, and may either grant to the Employee or retain in the
     Committee the right to elect among those alternatives.
 
          e. Any grant of Performance Units may specify that the amount payable
     or the number of shares of Common Stock issued with respect thereto may not
     exceed maximums specified by the Committee at the Date of Grant. Any grant
     of Performance Shares may specify that the amount payable with respect
     thereto may not exceed a maximum specified by the Committee at the Date of
     Grant.
 
 
                                        7
<PAGE>
          f. Each grant of Performance Units or Performance Shares shall be
     evidenced by an Evidence of Award, which shall contain such terms and
     provisions, consistent with this Plan and applicable sections of the Code,
     as the Committee may approve.
 
          g. The Committee may, at or after the Date of Grant of Performance
     Shares, provide for the payment of dividend equivalents to the holder
     thereof on either a current or deferred or contingent basis, either in cash
     or in additional shares of Common Stock.
 
     7. RESTRICTED SHARES.  The Committee may also authorize the grant or sale
of Restricted Shares to Participants. Each such grant or sale may utilize any or
all of the authorizations, and shall be subject to all of the limitations,
contained in the following provisions:
 
          a. Each such grant or sale shall constitute an immediate transfer of
     the ownership of Common Stock to the Participant in consideration of the
     performance of services, entitling such Participant to voting, dividend and
     other ownership rights, but subject to the substantial risk of forfeiture
     and restrictions on transfer hereinafter referred to.
 
          b. Each such grant or sale may be made without additional
     consideration or in consideration of a payment by such Participant that is
     less than Market Value per Share at the Date of Grant.
 
          c. Each such grant or sale shall provide that the Restricted Shares
     covered by such grant or sale shall be subject to a "substantial risk of
     forfeiture" within the meaning of Section 83 of the Code for a period to be
     determined by the Committee at the Date of Grant and may provide for the
     earlier lapse of such substantial risk of forfeiture in the event of a
     Change in Control, retirement, or death or disability of the Employee or
     other similar transaction or event as approved by the Committee.
 
          d. Each such grant or sale shall provide that during the period for
     which such substantial risk of forfeiture is to continue, the
     transferability of the Restricted Shares shall be prohibited or restricted
     in the manner and to the extent prescribed by the Committee at the Date of
     Grant (which restrictions may include, without limitation, rights of
     repurchase or first refusal in the Company or provisions subjecting the
     Restricted Shares to a continuing substantial risk of forfeiture in the
     hands of any transferee).
 
          e. Any grant of Restricted Shares may specify Management Objectives
     that, if achieved, will result in termination or early termination of the
     restrictions applicable to such shares. Each grant may specify in respect
     of such Management Objectives a minimum acceptable level of achievement and
     may set forth a formula for determining the number of Restricted Shares on
     which restrictions will terminate if performance is at or above the minimum
     level, but falls short of full achievement of the specified Management
     Objectives.
 
          f. Any such grant or sale of Restricted Shares may require that any or
     all dividends or other distributions paid thereon during the period of such
     restrictions be automatically deferred and reinvested in additional
     Restricted Shares, which may be subject to the same restrictions as the
     underlying award.
 
          g. Each grant or sale of Restricted Shares shall be evidenced by an
     Evidence of Award, which shall contain such terms and provisions,
     consistent with this Plan and applicable sections of the Code, as the
     Committee may approve. The Restricted Shares may be certificated or
     uncertificated, as determined by the Committee. Unless otherwise directed
     by the Committee, all certificates representing Restricted Shares shall be
     held in custody by the Company until all restrictions thereon shall have
     lapsed, together with a stock power or powers executed by the Participant
     in whose name such certificates are registered, endorsed in blank and
     covering such Shares.
 
 
                                        8
<PAGE>
     8. DEFERRED SHARES.  The Committee may also authorize the grant or sale of
Deferred Shares to Employees. Each such grant or sale may utilize any or all of
the authorizations, and shall be subject to all of the requirements contained in
the following provisions:
 
          a. Each such grant or sale shall constitute the agreement by the
     Company to deliver Common Stock to the Employee in the future in
     consideration of the performance of services, but subject to the
     fulfillment of such conditions during the Deferral Period as the Committee
     may specify.
 
          b. Each such grant or sale may be made without additional
     consideration or in consideration of a payment by such Employee that is
     less than the Market Value per Share at the Date of Grant.
 
          c. Each such grant or sale shall be subject to a Deferral Period as
     determined by the Committee at the Date of Grant, and may provide for the
     earlier lapse or other modification of such Deferral Period in the event of
     a Change in Control, retirement, or death or disability of the Employee or
     other similar transaction or event as approved by the Committee.
 
          d. During the Deferral Period, the Employee shall have no right to
     transfer any rights under his or her award and shall have no rights of
     ownership in the Deferred Shares and shall have no right to vote them, but
     the Committee may, at or after the Date of Grant, authorize the payment of
     dividend equivalents on such shares on either a current or deferred or
     contingent basis, either in cash or in additional shares of Common Stock.
 
          e. Each grant or sale of Deferred Shares shall be evidenced by an
     Evidence of Award, which shall contain such terms and provisions,
     consistent with this Plan and applicable sections of the Code, as the
     Committee may approve.
 
     9. NON-EMPLOYEE DIRECTORS.  The Board may, from time to time and upon such
terms and conditions as it may determine, authorize the granting to Directors
who are not then Employees of Option Rights, Appreciation Rights, Restricted
Shares, Deferred Shares, or any combination of the foregoing. Each grant of
Option Rights, Appreciation Rights, Restricted Shares and Deferred Shares shall
be upon terms and conditions consistent with Sections 4, 5, 7 and 8 of this
Plan.
 
     10. OTHER AWARDS.
 
     a. The Committee is authorized, subject to limitations under applicable
law, to grant to any Employee such other awards that may be denominated or
payable in, valued in whole or in part by reference to, or otherwise based on,
or related to, Common Stock or factors that may influence the value of Common
Stock, including, without limitation, convertible or exchangeable debt
securities, other rights convertible or exchangeable into Common Stock, purchase
rights for Common Stock, awards with value and payment contingent upon
performance of the Company or business units thereof or any other factors
designated by the Committee, and awards valued by reference to the book value of
Common Stock or the value of securities of, or the performance of specified
Subsidiaries or affiliates or other business units of, the Company. The
Committee shall determine the terms and conditions of such awards. Common Stock
delivered pursuant to an award in the nature of a purchase right granted under
this Section 10 shall be purchased for such consideration, paid for at such
times, by such methods, and in such forms, including, without limitation, cash,
Common Stock, other awards, notes or other property, as the Committee shall
determine.
 
     b. Cash awards, as an element of or supplement to any other award granted
under this Plan, may also be granted pursuant to this Section 10 of the Plan.
 
     c. The Committee is authorized to grant Common Stock as a bonus, or to
grant Common Stock or other awards in lieu of obligations of the Company or a
Subsidiary to pay cash or deliver other property under the Plan or under other
plans or compensatory arrangements, subject to such terms as shall be determined
by the Committee.
 
 
                                        9
<PAGE>
     11. TRANSFERABILITY.
 
     a. Except as otherwise determined by the Committee, no Option Right,
Appreciation Right or other award granted under the Plan shall be transferable
by a Participant other than by will or the laws of descent and distribution.
Except as otherwise determined by the Committee, Option Rights and Appreciation
Rights shall be exercisable during the Optionee's lifetime only by him or her or
by his or her guardian or legal representative.
 
     b. The Committee may specify at the Date of Grant that part or all of the
shares of Common Stock that are (i) to be issued or transferred by the Company
upon the exercise of Option Rights or Appreciation Rights, upon the termination
of the Deferral Period applicable to Deferred Shares or upon payment under any
grant of Performance Units or Performance Shares or (ii) no longer subject to
the substantial risk of forfeiture and restrictions on transfer referred to in
Section 7 of this Plan, shall be subject to further restrictions on transfer.
 
     12. ADJUSTMENTS.  The Committee may make or provide for such adjustments in
the numbers of shares of Common Stock covered by outstanding Option Rights,
Appreciation Rights, Performance Shares, Deferred Shares and share-based awards
described in Section 10 of the Plan granted hereunder, in the Option Price and
Base Price provided in outstanding Appreciation Rights, and in the kind of
shares covered thereby, as the Committee, in its sole discretion, exercised in
good faith, may determine is equitably required to prevent dilution or
enlargement of the rights of Participants or Optionees that otherwise would
result from (a) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Company, or (b)
any merger, consolidation, spin-off, split-off, spin-out, split-up,
reorganization, partial or complete liquidation or other distribution of assets
(including, without limitation, a special or large non-recurring dividend),
issuance of rights or warrants to purchase securities, or (c) any other
corporate transaction or event having an effect similar to any of the foregoing.
Moreover, in the event of any such transaction or event, the Committee, in its
discretion, may provide in substitution for any or all outstanding awards under
this Plan such alternative consideration (or no consideration) as it, in good
faith, may determine to be equitable in the circumstances and may require in
connection therewith the surrender of all awards so replaced. The Committee may
also make or provide for such adjustments in the numbers of shares specified in
Section 3 of this Plan as the Committee in its sole discretion, exercised in
good faith, may determine is appropriate to reflect any transaction or event
described in this Section 12; provided, however, that any such adjustment to the
number specified in Section 3(c)(i) shall be made only if and to the extent that
such adjustment would not cause any Option intended to qualify as an Incentive
Stock Option to fail so to qualify.
 
     13. FRACTIONAL SHARES.  The Company shall not be required to issue any
fractional Common Stock pursuant to this Plan. The Committee may provide for the
elimination of fractions or for the settlement of fractions in cash.
 
     14. WITHHOLDING TAXES.  The Company shall have the right to deduct from any
payment under this Plan an amount equal to the federal, state, local, foreign
and other taxes which in the opinion of the Company are required to be withheld
by it with respect to such payment and to the extent that the amounts available
to the Company for such withholding are insufficient, it shall be a condition to
the receipt of such payment or the realization of such benefit that the
Participant or such other person make arrangements satisfactory to the Company
for payment of the balance of such taxes required to be withheld. At the
discretion of the Committee, such arrangements may include relinquishment of a
portion of such benefit pursuant to procedures adopted by the Committee from
time to time.
 
     15. FOREIGN EMPLOYEES.  In order to facilitate the making of any grant or
combination of grants under this Plan, the Committee may provide for such
special terms for awards to Participants who are foreign nationals or who are
employed by the Company or any Subsidiary outside of the United States of
America as the Committee may consider necessary or appropriate to accommodate
differences in
                                        10
<PAGE>
local law, tax policy or custom. Moreover, the Committee may approve such
supplements to or amendments, restatements or alternative versions of this Plan
as it may consider necessary or appropriate for such purposes, without thereby
affecting the terms of this Plan as in effect for any other purpose, and the
Corporate Secretary or other appropriate officer of the Company may certify any
such document as having been approved and adopted in the same manner as this
Plan. No such special terms, supplements, amendments or restatements, however,
shall include any provisions that are inconsistent with the terms of this Plan
as then in effect unless this Plan could have been amended to eliminate such
inconsistency without further approval by the stockholders of the Company.
 
     16. ADMINISTRATION OF THE PLAN.
 
     a. This Plan shall be administered by the Company's Personnel and
Compensation Committee of the Board. Notwithstanding the foregoing, the Board
may perform any function of the Committee hereunder, and the Board shall perform
all functions of the Committee with respect to any award for a Director who is
not then an Employee, in which case the term "Committee" shall refer to the
Board.
 
     b. The interpretation and construction by the Committee of any provision of
this Plan or of any Evidence of Award, agreement, notification or document
evidencing the grant of Option Rights, Appreciation Rights, Restricted Shares,
Deferred Shares, Performance Units, Performance Shares or any awards granted
under Section 10 of the Plan and any determination by the Committee pursuant to
any provision of this Plan or of any such Evidence of Award, agreement,
notification or document shall be final, binding and conclusive. No member of
the Committee shall be liable for any such action or determination made not in
bad faith.
 
     17. AMENDMENTS AND OTHER MATTERS.
 
     a. The Board may at any time and from time to time amend the Plan in whole
or in part; provided, however, that any amendment which must be approved by the
stockholders of the Company in order to comply with applicable law or the rules
of the New York Stock Exchange or, if the Common Stock is not traded on the New
York Stock Exchange, the principal national securities exchange upon which the
Common Stock is traded or quoted, shall not be effective unless and until such
approval has been obtained. Presentation of this Plan or any amendment thereof
for stockholder approval shall not be construed to limit the Company's authority
to offer similar or dissimilar benefits under other plans or otherwise with or
without stockholder approval. Without limiting the generality of the foregoing,
the Board of Directors may amend this Plan to eliminate provisions which are no
longer necessary as a result in changes in tax or securities laws or
regulations, or in the interpretation thereof.
 
     b. The Committee shall not, without the further approval of the
stockholders of the Company, authorize the amendment of any outstanding Option
Right or Appreciation Right to reduce the Option Price or Base Price.
Furthermore, no Option Right or Appreciation Right shall be cancelled and
replaced with awards having a lower Option Price or Base Price, respectively,
without further approval of the stockholders of the Company. This Section 17(b)
is intended solely to prohibit the repricing of "underwater" Option Rights and
Appreciation Rights and shall not be construed to prohibit the adjustments
provided for in Section 12 of this Plan.
 
     c. The Committee also may permit Participants to elect to defer the
issuance of Common Stock or the settlement of awards in cash under the Plan
pursuant to such rules, procedures or programs as it may establish for purposes
of this Plan. The Committee also may provide that deferred issuances and
settlements include the payment or crediting of dividend equivalents or interest
on the deferral amounts.
 
     d. The Committee may condition the grant of any award or combination of
awards authorized under this Plan on the deferral by the Participant of his or
her right to receive a cash bonus or other compensation otherwise payable by the
Company or a Subsidiary to the Participant.
 
 
                                        11
<PAGE>
     e. In case of a Change in Control of the Company, or in the case of a
termination of employment of a Participant by reason of death, disability or
normal or early retirement, or in the case of hardship of a Participant or other
special circumstances, the Committee may, in its sole discretion, accelerate the
time at which any Option Right or Appreciation Right may be exercised or the
time when a Performance Unit or Performance Share shall be deemed to have been
fully earned or the time when a substantial risk of forfeiture or prohibition on
transfer of Restricted Shares shall lapse or the time when a Deferral Period
shall end. In addition, the Committee may, in its sole discretion, modify any
Option Right or Appreciation Right to extend the period following termination of
a Participant's employment to the Company or any Subsidiary during which such
award will remain outstanding and be exercisable, provided that no such
extension shall result in any award being exercisable more than ten years after
the Date of Grant.
 
     f. This Plan shall not confer upon any Participant any right with respect
to continuance of employment with the Company or any Subsidiary, nor shall it
interfere in any way with any right the Company or any Subsidiary would
otherwise have to terminate such Participant's employment at any time.
 
     g. Subject to Section 19, this Plan shall continue in effect until the date
on which all Common Stock available for issuance or transfer under this Plan has
been issued or transferred and the Company has no further obligation hereunder.
 
     h. Neither a Participant nor any other person shall, by reason of
participation in the Plan, acquire any right or title to any assets, funds or
property of the Company or any Subsidiary, including without limitation, any
specific funds, assets or other property which the Company or any Subsidiary may
set aside in anticipation of any liability under the Plan. A Participant shall
have only a contractual right to an award or the amounts, if any, payable under
the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing
contained in the Plan shall constitute a guarantee that the assets of the
Company or any Subsidiary shall be sufficient to pay any benefits to any person.
 
     i. This Plan and each Evidence of Award shall be governed by the laws of
the State of Delaware, excluding any conflicts or choice of law rule or
principle that might otherwise refer construction or interpretation of the Plan
to the substantive law of another jurisdiction.
 
     j. If any provision of the Plan is or becomes invalid, illegal or
unenforceable in any jurisdiction, or would disqualify the Plan or any award
under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended or limited in scope to conform to applicable laws
or, in the discretion of the Committee, it shall be stricken and the remainder
of the Plan shall remain in full force and effect.
 
     18. APPLICABLE LAWS.  The obligations of the Company with respect to awards
under the Plan shall be subject to all Applicable Laws and such approvals by any
governmental agencies as the Committee determines may be required.
 
     19. TERMINATION.  No grant shall be made under this Plan more than 10 years
after the Effective Date, but all grants effective on or prior to such date
shall continue in effect thereafter subject to the terms thereof and of this
Plan.
 
 
 
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</TEXT>
</DOCUMENT>