MZ Milacron

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AMENDMENT OF MILACRON INC. 2002 SHORT-TERM INCENTIVE PLAN

On February 21, 2008, the Personnel and Compensation Committee (the "Committee") of the Board of Directors of Milacron Inc. amended Article 5.1 of the Milacron Inc. 2002 Short-Term Incentive Plan (the "Plan") by giving authority to the Committee to adjust Participant’s Award Percentages applicable to a Plan Year. Article 10.1 of the Plan was amended for purposes of compliance with Section 409A of the Internal Revenue Code of 1986, as amended. A copy of the Plan, as amended, is attached hereto as Exhibit 10.1.

ESTABLISHMENT OF PARTICIPANT CATEGORIES AND PERFORMANCE TARGETS UNDER THE MILACRON INC. 2002 SHORT-TERM INCENTIVE PLAN

On February 21, 2008, the Committee assigned individuals to a Participant Category under the Plan as follows: Mr. R. D. Brown - Category "CEO", and Messers. R. A. Anderson, R. C. McKee and H. C. O’Donnell - Category "I". For Plan Year 2008, the Committee adjusted the Participant’s Award Percentage relative to Mr. Brown to 100% and the Participant’s Award Percentage relative to each of the executive officers assigned to Category "I", including Messers. Anderson, McKee and O’Donnell, to 70%. The Committee established performance targets to be used to determine bonuses under the Plan for the 2008 Plan Year. The performance targets relative to Messers. Brown, Anderson and O’Donnell are based on overall company performance and are (i) earnings before interest and taxes and (ii) the ratio of average working capital to sales, and each component carries a 50% weight. The performance targets relative to Mr. McKee are based on the performance of the Industrial Fluids segment of Milacron Inc. and the relative weights are 75% for earnings before interest and taxes and 25% for the ratio of average working capital to sales.