Exhibit 10
Amendment
to the
Mettler-Toledo International Inc.
1997 Amended and Restated
Stock Option Plan
The Mettler-Toledo International Inc. 1997 Amended and Restated Stock
Option Plan (the "Plan") is hereby amended effective May 16, 2000, as follows:
1. Section 1.6 of the Plan is amended by deleting the reference to
"6,368,445 shares" in paragraph (a) thereof and substituting "8,868,445 shares"
therefor.
Amendment executed as of the 16th day of May, 2000.
Mettler-Toledo International Inc.
By: /s/ JAMES BELLERJEAU
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