We have entered into a number of sale-leaseback transactions with respect to nine real properties in the United States and Canada. Pursuant to the terms of each sale-leaseback transaction, we transferred title of the real property locations to a purchaser and, in turn, entered into separate leases with the purchaser having a 20-year basic lease term plus two separate 10-year renewal options. The renewal option must be exercised with respect to all, and not less than all, of the property locations. Rental payments are due monthly. All of the foregoing leases are accounted for as operating leases.

Item 3.    Legal Proceedings

A civil suit was filed in the United States District Court for the Central District of California in April 1983 by the United States of America and the State of California under the Federal Superfund law against over 30 defendants, including a subsidiary of ours, for alleged release into the environment of hazardous substances disposed of at the Stringfellow Disposal Site in California. The plaintiffs have requested, among other things, that the defendants clean up the contamination at that site. A consent decree has been entered into by the plaintiffs and the defendants, including us, providing that the consenting parties perform partial remediation at the site. The State of California has agreed to take over clean-up of the site, as well as responsibility for governmental entities' past response costs. We estimate that we will have no share of the clean-up expense at this site. The plaintiffs had sought other relief such as reimbursement of response costs and injunctive relief from the defendants under CERCLA and other similar state law theories, but the consent decree governs the remedy. The defendants are negotiating a Consent Decree with the United States, which will dismiss the defendants from the case subject only to the failure of the State of California to perform under its consent decree with the defendants. Additionally, we and approximately 60 other entities including the State are defendants in a toxic tort suit brought in the Superior Court of the State of California in May 1998 by various persons residing in the area of the site and seeking damages for alleged personal injuries claimed to arise from exposure to contaminants from the site. The Superior Court of the State of California has issued an order dismissing all plaintiffs in the action. Plaintiffs have an opportunity to appeal. Another civil suit was filed in the United States District Court for the Central District of California in December 1988 by the United States of America and the State against more than 180 defendants, including us, for alleged release into the environment of hazardous substances disposed of at the Operating Industries, Inc. site in California. This site served for many years as a depository for municipal and industrial waste. The plaintiffs have requested, among other things, that the defendants clean up the contamination at that site. Consent decrees have been entered into by the plaintiffs and a group of the defendants, including us, providing that the consenting parties perform certain remedial work at the site and reimburse the plaintiffs for certain past costs incurred by the plaintiffs at the site. We estimate that our share of the clean-up will not exceed $150,000, for which the Company has insurance proceeds. Plaintiff had sought other relief such as damages arising out of claims for negligence, trespass, public and private nuisance, and other causes of action, but the consent decree governs the remedy. While based upon our present knowledge and subject to future legal and factual developments, we do not believe that any of these litigations will have a material adverse effect on our consolidated financial position, results of operations or cash flow, future legal and factual developments may result in materially adverse expenditures.

As of March 26, 2003, we were a party to approximately 502 pending cases involving an aggregate of approximately 24,363 claimants alleging personal injury from exposure to asbestos containing materials formerly used in gaskets (both encapsulated and otherwise) manufactured or distributed by certain of our subsidiaries for use in the petrochemical refining and exploration industries. In addition, we acquired various companies to distribute our products that had distributed gaskets of other manufacturers prior to acquisition. We believe that many of our pending cases relate to locations at which none of our gaskets were distributed or used. Total settlement costs (exclusive of defense costs) for all such cases, some of which were filed over 12 years ago, have been approximately $2.3 million. We do not have significant primary insurance to cover our settlement and defense costs. We believe that there may be excess insurance policies of former owners available to us that we are in the process of reconstructing, but they may not be available. Based upon our experience to date and other available information, we do not believe that these cases will have a material adverse effect on our financial condition or future results of operation. However, we may be subjected to significant additional claims in the future, the cost of settling

17

cases in which product identification can be made may increase, and we may be subjected to further claims in respect of the former activities of our acquired gasket distributors.

We are subject to other claims and litigation in the ordinary course of our business, but do not believe that any such claim or litigation will have a material adverse effect on our financial position or results of operations.

Item 4.    Submission of Matters to a Vote of Security Holders

None.

18

PART II

Item 5.    Market for Registrant's Common Equity and Related Stockholder Matters

No trading market for the Company's common stock exists. We did not pay dividends in 2001 and except for the dividend paid to Metaldyne in connection with the June 6, 2002 common stock issuance and related financing transactions, we did not pay dividends in 2002 on our common stock. Our current policy is to retain earnings to repay debt and finance our operations and acquisition strategies. In addition, our credit facility restricts the payment of dividends on common stock. See the discussion under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources" and Note 11 to the Company's consolidated financial statements captioned "Long-term Debt," included in Item 8 of this report.

On March 27, 2003, there were 8 holders of record of our common stock.

There were no securities authorized for issuance under any equity compensation plan during 2002.

None of our securities which were not registered under the Securities Act have been issued or sold by us within the past three years except as follows:

1.    On June 6, 2002, we issued 13,250,000 shares of common stock to Heartland and other investors in connection with the transactions.

2.    On June 6, 2002, we issued to Metaldyne a warrant to purchase 750,000 shares of common stock in connection with the transactions.

The issuance of the securities described above was exempt from registration under the Securities Act in reliance on Section 4(2) of such Securities Act as transactions by an issuer not involving any public offering. The recipients of securities in each such transaction represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates issued in such transactions. All recipients had adequate access to information about us at the time of their investment decision.

Item 6.    Selected Financial Data

The following table sets forth our summary historical financial data for the five years ended December 31, 2002. The financial data for the fiscal years ended December 31, 1999, 2000 and 2001 has been derived from our audited combined financial statements and notes to those financial statements which have been audited by PricewaterhouseCoopers LLP, independent accountants. The financial data for fiscal year ended December 31, 2002 has been derived from our audited financial statements and notes to those financial statements which have been audited by PricewaterhouseCoopers LLP, independent accountants. The financial data for the fiscal year ended December 31, 1998 has been derived from our unaudited combined financial statements.

In reviewing the following information, it should be noted that there is significant non-comparability across historic periods. On June 6, 2002, Metaldyne issued approximately 66% of our fully diluted common equity to an investor group led by Heartland. We did not establish a new basis of accounting as a result of this common equity issuance, due to the continuing contractual control by Heartland. Our combined financial information for the periods prior to June 6, 2002 includes allocations and estimates of direct and indirect Metaldyne corporate administrative costs attributed to us, which are deemed by management to be reasonable but are not necessarily reflective of those costs to us on an ongoing basis. Prior to June 6, 2002, we were owned by Metaldyne. On November 28, 2000, Metaldyne was acquired by an investor group led by Heartland. The pre-acquisition basis of accounting for periods prior to November 28, 2000 are reflected on the historical basis of accounting and all periods subsequent to November 28, 2000 are reflected on a purchase accounting basis and are therefore not comparable. In January 1998, we were acquired by Metaldyne and established a new basis of accounting as a result of this acquisition. Prior to January 1998, we operated as an independent public company.

19

				Pre-Acquisition Basis												Post-Acquisition Basis
				Year ended December 31, 1998(1)				Year ended December 31, 1999				1/1/2000- 11/27/2000				11/28/2000- 12/31/2000				Year ended December 31, 2001				Year ended December 31, 2002
				(Dollars in thousands)
Statement of Operations Data:
Net sales				$	707,180			$	773,100			$	739,590			$	50,640			$	732,440			$	733,580
Cost of sales					485,280				529,910				524,400				37,300				543,310				552,350
Gross profit					221,900				243,190				215,190				13,340				189,130				181,230
Selling, general and administrative expenses					112,640				124,260				120,660				12,390				121,450				114,090
Operating profit					109,260				118,930				94,530				950				67,680				67,140
Net income (loss)					41,650				35,300				21,280				(4,150	)			(11,320	)			(35,760	) (2)
Other Financial Data:
Depreciation and amortization				$	31,780			$	38,520			$	38,400			$	4,540			$	53,780			$	38,870
Capital expenditures					39,200				42,320				19,540				3,260				18,690				32,140
Cash flows from (used by):
Operating activities					93,970				55,980				113,430				18,710				75,980				(25,110	) (3)
Investing activities					(91,130	)			(44,870	)			(36,610	)			(1,300	)			(12,620	)			(37,240	)
Financing activities					(81,960	)			(19,410	)			(82,800	)			(16,790	)			(66,640	)			159,010
Ratio of earnings to fixed charges(4)					1.8x				2.1x				1.7x				—				—				1.0x
Selected Balance Sheet Data:
Total assets				$	1,239,740			$	1,247,160			$	1,192,810			$	1,358,120			$	1,265,740			$	1,410,770
Total debt					541,150				520,560				461,300				472,920				440,760				696,180
Goodwill and other intangibles					729,810				717,320				709,140				868,010				841,360				798,110

(1)

Metaldyne acquired us in January 1998. Financial results for the 21 days prior to Metaldyne's acquisition have not been included as the results were determined on a different accounting basis. Results of operations for the first 21 days of January were as follows: sales — $35.9 million; operating profit — $4.9 million.

(2)

Effective January 1, 2002, we adopted SFAS No. 142, "Goodwill and Other Intangible Assets," and discontinued amortization of goodwill. See Note 5 to the audited financial statements for the effect on net income (loss) of excluding amortization expense related to goodwill that is no longer amortized. We completed the transitional test for impairment of goodwill in the second quarter of 2002, which resulted in a non-cash, after-tax charge of $36.6 million related to our industrial fasteners business.

(3)

There were two significant items that reduced cash flows from operating activities for the year ended December 31, 2002. First, as a result of the June 6, 2002 transaction which separated us from Metaldyne, we re-purchased $74.5 million of our securitized accounts receivable from Metaldyne. We also paid $15.1 million to Metaldyne for certain contractual liabilities.

(4)

For purposes of calculating the ratio of earnings to fixed charges, earnings represents income or loss from continuing operations before income taxes, plus fixed charges, plus amortization of capitalized interest, less capitalized interest. Fixed charges include interest expense (including amortization of deferred financing costs), capitalized interest, and the portion of operating rental expense which management believes is representative of the interest component of rent expense (assumed to be 33%). For the period ended December 31, 2000 and year ended December 31, 2001, additional earnings of $5.3 million and $9.6 million, respectively, would have been required to make the ratio 1.0x.

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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

Introduction

We are an industrial manufacturer of highly engineered products serving niche markets in a diverse range of commercial, industrial and consumer applications. We have three operating groups or segments: Cequent Transportation Accessories, Rieke Packaging Systems and Industrial Specialties.

    Recent Cost Savings Initiatives

In 2001, under new senior management, we initiated a detailed consolidation and cost savings program to address certain inefficiencies that resulted from our historical acquisitions and the inability to fully integrate these businesses. The plan involves a number of major projects and other smaller initiatives to eliminate duplicative and excess manufacturing and distribution facilities, sales forces, and back office and other support functions. We expect to achieve approximately $25.0 million in cumulative annual savings for completed actions by the second quarter of 2003. The total net cash cost for these savings is expected to be $17.9 million, of which approximately $16.9 million was spent by the end of 2002; these figures are net of discontinued property sold or to be sold. The key elements and status of the plans are summarized below:

General:

•

A 10% headcount reduction in aggregate across all groups as various overlapping networks of distribution, sales, back office and other functions are consolidated and certain plants are closed and consolidated into other facilities; and

•

For our numerous retirement plans and incentive compensation and service award plans that were the legacy of many acquisitions, we have developed a comprehensive plan with an outside consultant to harmonize the programs, eliminate excess overhead and remove inequities between the programs. Effective January 1, 2003, these actions have been completed; we expect annual savings from these actions to be approximately $1.5 million, as compared to our 2001 costs.

Cequent Transportation Accessories:

•

In 2001, we consolidated an acquired trailer products manufacturing plant into an existing high performance facility, and reduced the towing products regional warehouse service center footprint from eleven to five facilities by closing or selling six related properties. In 2002, our electrical products manufacturing facility in Indiana was closed and consolidated into an existing low cost contract manufacturing plant in Mexico. In addition, as part of an integration and consolidation plan that was executed in the second half of 2002, two duplicate, sub-scale manufacturing facilities, each with its own separate master distribution warehouse, were consolidated into a single, approximately 350,000 square-foot manufacturing and warehouse facility in Goshen, Indiana. We expect to finalize these actions, including receipt of proceeds from real estate disposals of the closed facilities, during the first half of 2003.

Industrial Specialties Group:

•

We have adopted a multi-step plan for our industrial fasteners product businesses to consolidate five sub-scale manufacturing plants into three remaining plants. The plant closures have been completed at December 31, 2002. We will continue to rationalize the manufacturing capabilities among the three remaining plants in 2003. In 2003, we will also continue to rationalize the back office and general and administrative support within the remaining facilities;

•

We are centralizing manufacturing of some gasket products within a single facility and rationalizing the back office general and administrative support within our branch service centers; and

•

We will be consolidating two facilities which manufacture pressure-sensitive tape and insulation products into a single facility and engaging in a capital expenditure program to modernize and provide expansion room for certain projected product growth. These actions are expected to commence during the fourth quarter of 2003.

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Segment Information

The following table summarizes historical and pro forma financial information of our three operating segments. In comparing 2001 against 2000 we have prepared an unaudited pro forma combined statement of operations for the year ended December 31, 2000 since for eleven months of the year we were on a pre-acquisition basis of accounting and for approximately one month we were on a post-acquisition basis of accounting. The pro forma adjustments do not impact the calculation of combined net sales. The unaudited pro forma combined statement of operations and related notes follow the table below.

Supplemental Financial Analysis

				Year Ended December 31,
				2000 Pro Forma				2001 Historical				2002 Historical
				(in thousands)
Net sales:
Cequent Transportation Accessories				$	280,950			$	264,680			$	282,400
Rieke Packaging Systems					108,150				105,250				109,050
Industrial Specialties					401,130				362,510				342,130
Total				$	790,230			$	732,440			$	733,580
Operating profit:
Cequent Transportation Accessories				$	28,440			$	24,870			$	31,880
Rieke Packaging Systems					23,530				21,640				27,000
Industrial Specialties					41,590				31,650				24,860
Other Corporate expenses and Management fees(1)					(7,360	)			(7,280	)			(12,360	)
Legacy stock award expense(2)					(3,200	)			(3,200	)			(4,240	)
Total				$	83,000			$	67,680			$	67,140
Capital expenditures:
Cequent Transportation Accessories				$	9,470			$	5,350			$	12,320
Rieke Packaging Systems					6,640				3,730				10,720
Industrial Specialties					6,690				9,610				8,650
Corporate					—				—				450
Total				$	22,800			$	18,690			$	32,140

(1)

In 2000 Pro Forma and 2001, the Metaldyne management fee approximated 1% of net sales. The increase in management fee and other corporate expenses in 2002 resulted from $2.7 million of incremental employment and operating costs for the establishment of a corporate office (previously considered part of the Metaldyne management fee) and $2.8 million of fees and expenses paid to Heartland.

(2)	Legacy stock award expense represents a contractual obligation from the November 2000 acquisition which will run off completely in 2003.

22

TRIMAS CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2000
(In thousands)

				Company Historical																Pro Forma
				November 28, 2000 – December 31, 2000				January 1, 2000 – November 27, 2000				January 1, 2000 – December 31, 2000 Combined				Pro Forma Adjustments				January 1, 2000 – December 31, 2000
Net sales				$	50,640			$	739,590			$	790,230			$	—			$	790,230
Cost of sales					(37,300	)			(524,400	)			(561,700	)			(14,680	) (1)			(576,380	)
Gross profit					13,340				215,190				228,530				(14,680	)			213,850
Selling, general and administrative expenses					(12,390	)			(120,660	)			(133,050	)			2,200	(2)			(130,850	)
Operating profit					950				94,530				95,480				(12,480	)			83,000
Other income (expense), net:
Interest expense					(5,000	)			(55,390	)			(60,390	)			—				(60,390	)
Other, net					(1,200	)			3,050				1,850				—				1,850
Income (loss) before income taxes					(5,250	)			42,190				36,940				(12,480	)			24,460
Income tax (expense) credit					1,100				(20,910	)			(19,810	)			6,730	(3)			(13,080	)
Net income (loss)				$	(4,150	)		$	21,280			$	17,130			$	(5,750	)		$	11,380

TRIMAS CORPORATION

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2000 includes adjustments necessary to reflect the estimated effect on the period from January 1, 2000 to November 27, 2000 of the change in accounting basis as if it had occurred on January 1, 2000. Reference is made to Note 2 in our audited financial statements for the year ended December 31, 2002.

PRO FORMA ADJUSTMENTS (in thousands)

1.

Adjustment to reflect the impact of increased depreciation expense of $(2,360) and increased intangible amortization of $(12,320) resulting from the change in accounting basis.

2.

Adjustment to reflect the impact of increased depreciation expense of $(600), increased legacy stock award expense of $(2,430) and decreased goodwill amortization of $5,230 resulting from the change in accounting basis.

3.

Adjustment to reflect the estimated tax effect of the above adjustments, as applicable, at an estimated effective tax rate of 38%.

23

Results of Operations

    Year Ended December 31, 2002 Compared with Year Ended December 31, 2001

Net sales increased by approximately 0.2% in 2002 from 2001. However, net sales for Cequent Transportation Accessories and Rieke Packaging Systems increased by 6.7% and 3.6%, respectively. The increases were due to greater demand for these groups' products, primarily in North America. These increases were offset by a 5.6% decline in sales for the Industrial Specialties group. The reduction in sales in the Industrial Specialties group was due to continued reduced demand for our industrial fastener products and reduced demand for our specialty gasket and engine products provided to the energy sector. We also experienced weaker demand for some of our other industrial products because some of our customers utilized their excess inventories in lieu of making new purchases.

Operating profit margins approximated 9.2% for each of the years ended December 31, 2002 and 2001. Operating profit for the year ended December 31, 2002 was impacted by an incremental $13.3 million of costs and charges consisting of $8.5 million of non-cash charges related primarily to excess and obsolete inventory and cash charges of $4.8 million for restructuring activities, and $1.9 million of incremental lease expense. These costs and charges were partially offset by the favorable $4.4 million impact of our cost reduction activities in our operating segments, and the $1.0 million favorable mix on slightly increased net sales. In addition, operating profit for the year ended December 31, 2002 was impacted by the elimination of $13.6 million of goodwill amortization. This benefit was offset by increased costs associated with our separation from Metaldyne. These increased costs principally include increased legal and audit fees and management fees payable to Heartland and Metaldyne.

Cequent Transportation Accessories' operating profit increased $7.0 million for the year ended December 31, 2002 compared to the prior year. Operating profit for the year ended December 31, 2002 benefited from a $2.9 million favorable impact related to increased sales volume and $3.6 million favorable impact from lower operating costs. These items were offset by charges of $4.1 million related to restructuring activities and $0.7 million of incremental lease expense. In addition, Cequent Transportation Accessories' operating profit for the year ended December 31, 2002 benefited from $5.3 million of reduced depreciation and amortization, principally related to the elimination of goodwill amortization in 2002. Rieke Packaging Systems' operating profit increased $5.4 million for the year ended December 31, 2002 compared to the prior year. Operating profit for the year ended December 31, 2002 benefited from a $1.2 million favorable impact related to increased sales and $1.0 million favorable impact from lower operating costs. These improvements were partially offset by incremental restructuring charges and incremental lease expense of $1.0 million. In addition, Rieke Packaging System group's operating profit for the year ended December 31, 2002 benefited from $4.1 million of reduced depreciation and amortization, principally related to the elimination of goodwill amortization in 2002. The Industrial Specialties group's operating profit decreased $6.8 million for the year ended December 31, 2002 compared to 2001 principally due to $8.0 million of incremental charges principally related to excess and obsolete inventory, a $3.1 million reduction resulting from decreased sales, and $1.2 million of increased operating expenses arising principally from incremental lease expense. In addition, the Industrial Specialties group's operating profit for the year ended December 31, 2002 benefited from $5.6 million of reduced depreciation and amortization, principally related to the elimination of goodwill amortization.

Selling, general and administrative costs were approximately $114.1 million, or 15.6% as a percentage of sales, for the year ended December 31, 2002 as compared with $121.5 million, or 16.6% as a percentage of sales, for the year ended December 31, 2001. The decrease was due primarily to the elimination of $13.6 million in goodwill amortization. This benefit was partially offset by increased costs associated with our separation from Metaldyne. Such costs principally include $2.7 million of incremental employment and operating costs for the establishment of a corporate office (previously considered part of the Metaldyne management fee) and $2.8 million of management fees and expenses paid to Heartland.

Interest expense was $60.0 million for the year ended December 31, 2002, as compared with $73.1 million for the year ended December 31, 2001. The decrease was due primarily to a reduction in interest resulting from a lower net investment and advances balance with Metaldyne in 2002 and the impact of lower total indebtedness resulting from the transactions.

24

Other income (expense), net for the year ended December 31, 2002 was expense of $64.0 million compared with expense of $77.1 million for the year ended December 31, 2001. The reduction of $13.1 million is primarily due to a reduction in interest expense as explained above.

Net loss for the year ended December 31, 2002 was $35.8 million as compared to a net loss of $11.3 million for the year ended December 31, 2001. The results for the year ended December 31, 2002 include a charge of $36.6 million for the cumulative effect on prior years of a change in recognition and measurement of goodwill impairment. The income before cumulative effect of change in recognition and measurement of goodwill impairment was $0.9 million for the year ended December 31, 2002 as compared to a loss of $11.3 million for the year ended December 31, 2001. The improvement is principally due to the impact of lower operating costs, lower interest expense and the elimination of $13.6 million of goodwill amortization resulting from the adoption of SFAS No. 142, and partially offset by incremental restructuring costs and charges, incremental legacy stock award expense and incremental corporate costs as explained above.

    Year Ended December 31, 2001 Compared with Year Ended December 31, 2000 (Pro Forma)

Net sales decreased by approximately 7.3% in 2001 from 2000. In particular, net sales for Cequent Transportation Accessories, Rieke Packaging Systems and Industrial Specialties decreased by approximately 5.8%, 2.7% and 9.6%, respectively, in 2001 as compared with 2000. The declines were driven by a slowdown in general industrial production throughout 2001, particularly late in the year. Certain of our businesses also experienced volume declines due to sales of excess inventory in the supply chain in lieu of purchases from us. The Industrial Specialties business experienced a disproportionate decline relative to our other businesses due primarily to lower specialty fastener product sales as we phased out certain products manufactured and production inefficiencies caused by a plant closure. Both the Industrial Specialties group and Cequent Transportation Accessories were particularly affected by reduced demand for products with applications in the marine, heavy truck, recreational vehicle, and off-road markets, which were adversely impacted segments of the transportation industry. We did experience improvements in certain businesses which offset the negative impact of the economy, such as increased sales of specialty gaskets and related products.

Operating profit margins approximated 9.2% and 10.5% for the years ended December 31, 2001 and 2000, respectively. Margins were negatively impacted by the sales declines and the difficulty of fully absorbing our fixed costs as volumes declined.

Cequent Transportation Accessories' operating profit decreased by $ 3.6 million for the year ended December 31, 2001 compared to the prior year. Apart from the impact of lower volumes, these decreases were partially attributed to operating inefficiencies related to variable costs not changing in relation to the decline in sales volume. Rieke Packaging Systems' operating profit decreased $1.9 million for the year ended December 31, 2001 compared to the same period in 2000, driven primarily by lower volumes. The Industrial Specialties group's operating profit declined $10.0 million for the year ended December 31, 2001 compared to 2000, primarily due to reduced sales and expenses related to a specialty fastener plant closure.

Selling, general and administrative costs as a percentage of sales were 16.6% for 2001 as compared with 16.6% for 2000. Selling, general and administrative costs were approximately $121.5 million in 2001 as compared with approximately $130.9 million in 2000. The reduction of $9.4 million is primarily due to reduced discretionary spending due to the decrease in sales, and reductions in headcount.

Interest expense for 2001 was approximately $73.1 million as compared with $60.4 million in 2000. This increase in interest expense is principally the result of an increase in the rate charged on advances from Metaldyne. This rate was 8.5% at December 31, 2001 and 6.4% at December 31, 2000.

Other income (expense), net in 2001 was expense of $77.1 million as compared with expense of $58.5 million in 2000. This increase primarily reflects a $12.7 million increase in interest expense in 2001, but also reflects in 2000 the favorable impact of receipt of insurance proceeds of $3.8 million due to a property claim.

Net loss in 2001 was $11.3 million as compared with a net income of $11.4 million in 2000. This decline to a net loss position was primarily attributed to those factors mentioned above.

25

    Period from November 28, 2000 to December 31, 2000

The 2000 SP (approximately one month) which includes the change in accounting basis reflects a net loss of approximately $4.2 million. The primary reason for this loss relates to the underlying economics of our businesses during a typical December and in particular to the operating environment in December 2000. December represents our seasonal low selling month for Cequent Transportation Accessories. Additionally, in December 2000 we saw many of our customers reduce their order volumes greater than seasonal history would suggest as the North American economy began to contract after several years of significant growth. Further compounding the underlying economic environment, we had just undergone an acquisition and subsequent management change and we were slow to react with the necessary workforce and related cost reductions.

    Period from January 1, 2000 to November 28, 2000

The 2000 LP (approximately 11 months), which is on a pre-acquisition basis, reflects net income of $21.3 million. This period reflects the benefit of a strong operating environment, principally in the first half of 2000 and the exclusion of the results for the month of December discussed above.

Liquidity and Capital Resources

Cash used for operating activities for the year ended December 31, 2002 was approximately $25.1 million as compared with cash provided by operating activities of approximately $76.0 million for the year ended December 31, 2001. The primary reason for the difference was the repurchase of $74.5 million of receivables as the result of exiting Metaldyne's accounts receivable securitization facility, and $15.1 million of payments to Metaldyne to fund contractual liabilities. Capital expenditures were approximately $32.1 million for the year ended December 31, 2002, as compared with approximately $18.7 million for the comparable period in 2001. The increase in spending in 2002 versus 2001 was due to investments in new plants and equipment and represents an increase from a lower than average level of investment in 2001.

Cash provided by operating activities in 2001 was approximately $76.0 million as compared with approximately $132.1 million for 2000. Metaldyne's accounts receivable securitization facility, initiated in 2000, is the primary reason for the decrease in operating cash flow in 2001 relative to the full year 2000. The remaining decrease in operating cash flow is explained by the generally depressed operating environment in 2001 as compared with 2000. Inventories decreased from 2000 as a result of our continued emphasis on inventory management, the impact of facility consolidation and the utilization of "just-in-time" and other inventory management techniques. Capital expenditures were approximately $18.7 million in 2001 as compared with $22.8 million in 2000. The decline in capital expenditures was principally due to a reduction in investment given the general economic conditions.

Our credit facility includes a $150 million revolving credit facility and a $260 million term loan facility. Up to $100 million of our revolving credit facility is available to be used and kept outstanding for one or more permitted acquisitions. The credit facility also provides for an uncommitted $200 million incremental term loan facility for one or more permitted acquisitions. Our revolving credit balances will fluctuate daily based upon our working capital and other ordinary course needs. Availability under our revolving credit facility depends upon, among other things, compliance with the financial covenants in our credit facility. Our other important source of liquidity is our $125 million accounts receivable financing arrangement, under which we have the ability to sell eligible accounts receivable to a third-party multi-seller receivables funding company. We did not utilize our receivables facility in 2002. We estimate that as of December 31, 2002 net proceeds available to us under our receivables facility would have been approximately $46.3 million.

Our amortization requirements of the term loan are: $0.6 million due at the end of each calendar quarter beginning with the fourth quarter of 2002 through June 30, 2009, $118.1 million due on September 30, 2009 and $125.0 million due on December 31, 2009 in the final year of the seven and one-half year life of the term loan. If we secure commitments for and utilize our $200 million of incremental term loan capacity, it will likely mature after the term loan and be similarly back-ended in its amortization, although we cannot be certain.

26

In early 2003, the Company completed the acquisition of HammerBlow Acquisition Corp. ("HammerBlow") and Highland Group Industries ("Highland") (see Note 21 to our audited financial statements for the year ended December 31, 2002). The Company made an initial $9.0 million investment in HammerBlow in November 2002. The incremental combined acquisition price for HammerBlow and Highland of approximately $204.0 million (before realization of proceeds from completed asset sales) was funded with $63.3 million of net proceeds from the issuance of our senior subordinated notes, $30 million of cash equity received from Heartland, the issuance of a $7.5 million deferred note payable, and the balance satisfied with borrowings under our revolving credit agreement and accounts receivable securitization facility.

We have other cash commitments related to leases. We have engaged in a number of sale-leaseback transactions. In January 2002, we entered into lease transactions with respect to nine real properties for gross proceeds of approximately $20.9 million, which were used to repay advances from Metaldyne. Metaldyne guaranteed all of the leases which resulted in the leases being accounted for as capital leases. In connection with the transactions, Metaldyne was released from its guarantee. Letters of credit with a face amount of approximately $13.3 million were subsequently issued under our credit facility with respect to our obligations under these leasing transactions. As a result of the removal of the Metaldyne guarantee, we account for these lease transactions as operating leases and we eliminated the capitalized lease obligation and related capitalized lease assets previously recorded. Annualized rent expense related to these lease transactions is approximately $2.5 million. During the year ended December 31, 2002, we entered into operating leases for three additional facilities. Annual rent expense related to these lease transactions is approximately $1.5 million. During the fourth quarter we also entered into a sales leaseback transaction with respect to certain manufacturing equipment. We realized proceeds of approximately $5.7 million. Annual rent expense related to these transactions is approximately $0.9 million. On March 26, 2003, the Company completed a sale and subsequent lease back of certain personal property with General Electric Capital Corporation that resulted in net cash proceeds of approximately $28.0 million. In March 2003, the Company completed the sale and subsequent lease back of two additional real properties, resulting in net cash proceeds of approximately $7.1 million. The proceeds from these sales transactions will be used for general corporate purposes. Annual rent expense related to the personal property leases is expected to approximate $4.2 million. Annual rent expense related to the real property leases is expected to approximate $0.9 million. We expect to continue to utilize leasing as a financing strategy in the future to both meet capital expenditure needs and to reduce debt levels.

In addition to the foregoing contractual commitments, we have also agreed to assume certain obligations resulting from the November 2000 acquisition of Metaldyne by Heartland. At that time, Metaldyne made restricted stock grants to employees with terms that allow eligible employees to elect to receive cash at stipulated amounts in lieu of shares as the restricted stock grants vest. We have agreed to be responsible for the cash costs of those elections to the extent they relate to our current and former employees or are allocable to current and former Metaldyne corporate level employees in accordance with the agreement. Under these arrangements, the approximate stipulated dollar value of the shares for which we are responsible that have vested or will vest as follows: $4.2 million on January 14, 2002, $7.6 million on January 14, 2003 and $8.1 million on January 14, 2004.

To the extent that cash elections are not made, the employees will be entitled to retain their shares in Metaldyne, but we may decide at any time to work with Metaldyne to replace all or a portion of the restricted stock grants and related obligations at Metaldyne with new restricted stock grants and similar obligations.

Based on our capital structure and the geographic areas in which we operate, we are subject to market risk due to changes in interest rates and fluctuations in the value of foreign currencies. We do not currently use derivative financial instruments to manage these risks.

Our exposure to interest rate risk results from the floating rates on our $260.0 million senior term loan and our $150 million revolving credit facility (under which we had $259.4 million and $0.0 million, respectively, outstanding at December 31, 2002). Borrowings under our credit facility bear various interest rates, as more fully described in Note 11 to our December 31, 2002 financial statements. Based on current

27

amounts outstanding, a 1% increase or decrease in the per annum interest rate for the term loan would change interest expense by $2.6 million annually.

We conduct business in several locations throughout the world and are consequently exposed to market risk from changes in the value of foreign currencies. The functional currencies of our foreign subsidiaries are generally the local currency in the country of domicile. We manage these operating activities at the local level and revenues and costs are generally denominated in local currencies. Our largest concentrations of non-US sales and operating net assets are in Europe, Australia and Canada. Total non-US revenues approximated $99 million (approximately 13.5% of total revenues) and $92 million (approximately 12.6% of total revenues) for the years ended December 31, 2002 and 2001, respectively. Operating net assets outside the US approximated $136 million and $99 million at December 31, 2002 and December 31, 2001, respectively. Substantially all of our imported purchased parts and finished goods are denominated in U.S. dollars. Transaction gains (losses) due to changes in the value of foreign currencies approximated $1.2 million and $(0.1) million for the years ended December 31, 2002 and 2001, respectively.

In addition to normal capital expenditures, we may incur significant amounts of additional debt and further burden cash flow in pursuit of our internal growth and acquisition strategies. The terms of our credit facility require the Company and its subsidiaries to meet certain restrictive financial covenants and ratios computed quarterly, including a leverage ratio (total consolidated indebtedness plus outstanding amounts under the accounts receivable securitization facility over consolidated EBITDA, as defined), interest expense ratio (EBITDA over cash interest expense, as defined) and a capital expenditures covenant, the most restrictive of which is the leverage ratio. Our permitted leverage ratio was 5.25 to 1.00 at December 31, 2002. The permitted leverage ratio becomes more restrictive in future periods, declining to 4.50 to 1.00 at December 31, 2003, 3.75 to 1.00 at December 31, 2004 and 3.25 to 1.00 at December 31, 2005 and thereafter.

We believe that our liquidity and capital resources, including anticipated cash flows from operations, will be sufficient to meet debt service, capital expenditures and other short-term and long-term obligations for the foreseeable future. However, we are subject to unforeseeable events and the risk that we are not successful in implementing our business strategies.

Off-Balance Sheet Arrangements

In connection with the transactions, we entered into an agreement to sell, on an ongoing basis, the trade accounts receivable of certain business operations to a wholly-owned, bankruptcy-remote, special purpose subsidiary, TSPC, Inc. TSPC, subject to certain conditions, may from time to time sell an undivided fractional ownership interest in the pool of domestic receivables, up to approximately $125 million, to a third party multi-seller receivables funding company, or conduit. Upon sale to TSPC, the Company retains a subordinated interest in the receivables. Under the terms of the agreement, new receivables can be added to the pool as collections reduce previously sold receivables. The facility is anticipated to be an important source of liquidity in 2003 and subsequent years. The Company did not draw upon this facility in 2002.

The facility will be subject to customary termination events, including, but not limited to, breach of representations on warranties, the existence of any event that materially adversely affects the collectibility of receivables or performance by a seller and certain events of bankruptcy or insolvency. The proceeds of sale are less than the face amount of accounts receivable sold by an amount that approximates the purchaser's financing costs. The agreement expires on June 6, 2005. If we are unable to renew or replace this facility, it could materially adversely affect our liquidity.

28

Cash Obligations

Under various agreements, we will be obligated to make future cash payments in fixed amounts. These include payments under our long-term debt agreements, rent payments required under operating lease agreements for 13 facilities and certain capital equipment, severance obligations related to our cost savings plans and our allocable share of certain compensation and benefit obligations due to Metaldyne as a result of entering into the transactions. The following table summarizes our expected fixed cash obligations over various future periods related to these items.

				Payments Due by Periods (In millions)
				Total				Less than One Year				1 – 3 Years				4 – 5 Years				After 5 Years
Contractual cash obligations:
Long-term debt				$	698.0			$	3.0			$	7.8			$	5.0			$	682.2
Lease obligations					87.0				8.0				21.3				11.6				46.1
Restricted stock obligations					15.7				7.6				8.1				—				—
Severance					9.8				4.4				1.4				0.6				3.4
Total contractual obligations				$	810.5			$	23.0			$	38.6			$	17.2			$	731.7

As of December 31, 2002, we are contingently liable for stand-by letters of credit totaling $23.5 million issued on our behalf by financial institutions under our revolving credit facility. These letters of credit are used for a variety of purposes, including certain operating leases and meeting various states' requirements in order to self-insure workers' compensation claims, including incurred but not reported claims.

Critical Accounting Policies

The following discussion of accounting policies is intended to supplement the accounting policies presented in Note 3 to our 2002 financial statements. The expenses and accrued liabilities or allowances related to certain of these policies are based on our best estimates at the time of original entry in our accounting records. Adjustments are recorded when actual experience differs from the expected experience underlying the estimates. We make frequent comparisons of actual versus expected experience to mitigate the likelihood of material adjustments.

Accounting Basis for Transactions.    Prior to June 6, 2002, we were owned by Metaldyne. On November 28, 2000, Metaldyne was acquired by an investor group led by Heartland. The pre-acquisition basis of accounting for periods prior to November 28, 2000 is reflected on the historical basis of accounting and all periods subsequent to November 28, 2000 are reflected on a purchase accounting basis and are therefore not comparable. On June 6, 2002, Metaldyne issued approximately 66% of our fully diluted common stock to an investor group led by Heartland. As a result of the transactions, we did not establish a new basis of accounting as Heartland is our and Metaldyne's controlling shareholder and the transactions were accounted for as a reorganization of entities under common control. Our combined financial information includes allocations and estimates of direct and indirect Metaldyne corporate administrative costs attributable to us, which are deemed by management to be reasonable but are not necessarily reflective of those costs to us on an ongoing basis.

Receivables.    Receivables are presented net of allowances for doubtful accounts. We monitor our exposure for credit losses and maintain adequate allowances for doubtful accounts. We do not believe that significant credit risk exists. Trade accounts receivable of substantially all domestic business operations may be sold, on an ongoing basis, to TSPC, Inc., a wholly owned subsidiary of the Company.

Depreciation and Amortization.    Depreciation is computed principally using the straight-line method over the estimated useful lives of the assets. Annual depreciation rates are as follows: buildings and buildings/land improvements, 2.5% to 10% and machinery and equipment, 6.7% to 33.3%. Capitalized debt issuance costs are amortized over the underlying terms of the related debt securities. Customer

29

relationship intangibles are amortized over periods ranging from 6-40 years, trademarks/trade names are amortized over a 40-year period, while technology and other intangibles are amortized over periods ranging from 5-30 years.

Excess of Cost over Net Assets of Acquired Companies and Other Intangibles.    The Company tests goodwill for impairment on an annual basis, unless a change in business conditions occurs which requires a more frequent evaluation, by comparison of estimated fair value to carrying value. In assessing the recoverability of goodwill, the Company estimates fair value using the present value of expected future cash flows and other valuation measures. The Company also tests its other intangibles for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that their carrying amount may not be recoverable. The factors considered by management in performing this assessment include current operating results, business prospects, market trends, potential product obsolescence, competitive activities and other economic factors.

Pension and Postretirement Benefits Other than Pensions.    Annual net periodic expense and benefit liabilities under our defined benefit plans are determined on an actuarial basis. Assumptions used in the actuarial calculations have a significant impact on plan obligations and expense. Each September, we review the actual experience compared to the more significant assumptions used and make adjustments to the assumptions, if warranted. The healthcare trend rates are reviewed with the actuaries based upon the results of their review of claims experience. Discount rates are based upon an expected benefit payments duration analysis and the equivalent average yield rate for high-quality fixed-income investments. Pension benefits are funded through deposits with trustees and the expected long-term rate of return on fund assets is based upon actual historical returns modified for known changes in the market and any expected change in investment policy. Postretirement benefits are not funded and our policy is to pay these benefits as they become due.

Certain accounting guidance, including the guidance applicable to pensions, does not require immediate recognition or the effects of a deviation between actual and assumed experience or the revision of an estimate. This approach allows the favorable and unfavorable effects that fall within an acceptable range to be netted. Although this netting occurs outside the basic financial statements, the net amount is disclosed as an unrecognized gain or loss in the notes to our financial statements.

Other Loss Reserves.    We have numerous other loss exposures, such as environmental claims, product liability, litigation, recoverability of deferred income tax benefits, and accounts receivable. Establishing loss reserves for these matters requires the use of estimates and judgment in regard to risk exposure and ultimate liability. We estimate losses under the programs using consistent and appropriate methods; however, changes to our assumptions could materially affect our recorded liabilities for loss. Where available, we utilize published credit ratings for our debtors to assist us in determining the amount of required reserves.

Item 7A.    Quantitative And Qualitative Disclosures About Market About Risk

In the normal course of business, we are exposed to market risk associated with fluctuations in foreign exchange rates. We are also subject to interest risk as it relates to long-term debt. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations — General Financial Analysis" for details about our primary market risks, and the objectives and strategies used to manage these risks. Also see footnote 11 "Long-term debt," in the notes to the consolidated financial statements for additional information.

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Item 8.    Financial Statements and Supplementary Data

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and
Board of Directors of
TriMas Corporation:

In our opinion, the consolidated and combined balance sheets and the related statements of operations, of cash flows and of shareholders' equity and Metaldyne Corporation net investment and advances appearing in the accompanying financial statements as "Post-acquisition Basis" present fairly, in all material respects, the consolidated financial position of TriMas Corporation and its subsidiaries at December 31, 2002 and the financial position of certain subsidiaries and divisions of subsidiaries of Metaldyne Corporation which constitute TriMas Corporation at December 31, 2001, and the results of their operations and their cash flows for the years ended December 31, 2002 and 2001 and for the period from November 28, 2000 to December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) as "Post-acquisition Basis" presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated and combined financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the combined statements of operations, of cash flows and of shareholders' equity and Metaldyne Corporation net investment and advances appearing in the accompanying financial statements as "Pre-acquisition Basis" present fairly, in all material respects, the results of operations and cash flows of certain subsidiaries and divisions of subsidiaries of Metaldyne Corporation which constitute TriMas Corporation for the period from January 1, 2000 to November 27, 2000, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) as "Pre-acquisition Basis" presents fairly, in all material respects, the information set forth therein when read in conjunction with the related combined financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As more fully described in Note 2 to the consolidated and combined financial statements, effective November 28, 2000, the Company reflected a new basis of accounting for their assets and liabilities. As a result, the consolidated and combined financial statements for the periods subsequent to November 27, 2000 reflect the post-acquisition basis of accounting and are not comparable to the combined financial statements prepared on a pre-acquisition basis.

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As more fully described in Note 5 to the consolidated and combined financial statements, the Company adopted Statement of Financial Accounting Standards No. 142 effective January 1, 2002.

/s/ PricewaterhouseCoopers LLP
Detroit, Michigan
March 27, 2003

32

TRIMAS CORPORATION
BALANCE SHEETS
December 31, 2002 and December 31, 2001
(In thousands)

				Consolidated December 31, 2002				Combined December 31, 2001
ASSETS
Current assets:
Cash and cash equivalents				$	100,440			$	3,780
Receivables					95,580				34,240
Inventories					91,410				96,810
Deferred income taxes					18,290				10,870
Prepaid expenses and other current assets					9,810				6,170
Total current assets					315,530				151,870
Property and equipment, net					234,990				254,380
Excess of cost over net assets of acquired companies					511,840				541,870
Other intangibles					286,270				299,490
Other assets					62,140				18,130
Total assets				$	1,410,770			$	1,265,740
LIABILITIES, SHAREHOLDERS' EQUITY AND METALDYNE CORPORATION NET INVESTMENT AND ADVANCES
Current liabilities:
Current maturities, long-term debt				$	2,990			$	28,900
Accounts payable					54,480				47,000
Accrued liabilities					63,140				56,190
Due to Metaldyne					9,960				—
Total current liabilities					130,570				132,090
Long-term debt					693,190				411,860
Deferred income taxes					155,920				169,780
Other long-term liabilities					31,080				31,010
Due to Metaldyne					11,960				—
Total liabilities					1,022,720				744,740
Commitments and contingencies (Note 13)
Preferred stock $.01 par: Authorized 100,000,000 shares; Issued and outstanding: None					—				—
Common stock, $.01 par: Authorized 400,000,000 shares; Issued and outstanding: 19,250,000 shares					190				—
Paid-in capital					387,500				—
Retained deficit					(6,940	)			—
Accumulated other comprehensive income (loss)					7,300				(1,320	)
Metaldyne Corporation net investment and advances					—				522,320
Total shareholders' equity and Metaldyne Corporation net investment and advances					388,050				521,000
Total liabilities, shareholders' equity and Metaldyne Corporation net investment and advances				$	1,410,770			$	1,265,740

The accompanying notes are an integral part of these financial statements.

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TRIMAS CORPORATION
STATEMENT OF OPERATIONS
For The Years Ended December 31, 2002 and December 31, 2001,
For The Period November 28, 2000 — December 31, 2000, and
For The Period January 1, 2000 — November 27, 2000
(In thousands)

				Post-Acquisition Basis												Pre-Acquisition Basis
				December 31, 2002				December 31, 2001				November 28, 2000 – December 31, 2000				January 1, 2000 – November 27, 2000
Net sales				$	733,580			$	732,440			$	50,640			$	739,590
Cost of sales					(552,350	)			(543,310	)			(37,300	)			(524,400	)
Gross profit					181,230				189,130				13,340				215,190
Selling, general and administrative expenses					(114,090	)			(121,450	)			(12,390	)			(120,660	)
Operating profit					67,140				67,680				950				94,530
Other income (expense), net:
Interest expense					(60,010	)			(73,130	)			(5,000	)			(55,390	)
Other, net					(4,010	)			(4,000	)			(1,200	)			3,050
Other expense, net					(64,020	)			(77,130	)			(6,200	)			(52,340	)
Income (loss) before income tax (expense) credit and cumulative effect of change in accounting principle					3,120				(9,450	)			(5,250	)			42,190
Income tax (expense) credit					(2,250	)			(1,870	)			1,100				(20,910	)
Income (loss) before cumulative effect of change in accounting principle					870				(11,320	)			(4,150	)			21,280
Cumulative effect of change in recognition and measurement of goodwill impairment					(36,630	)			—				—				—
Net income (loss)				$	(35,760	)		$	(11,320	)		$	(4,150	)		$	21,280

The accompanying notes are an integral part of these financial statements.

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TRIMAS CORPORATION
STATEMENT OF CASH FLOWS
For The Years Ended December 31, 2002 and December 31, 2001,
For The Period November 28, 2000 — December 31, 2000, and
For The Period January 1, 2000 — November 27, 2000
(In thousands)

				Post-Acquisition Basis												Pre-Acquisition Basis
				Year Ended December 31, 2002				Year Ended December 31, 2001				November 28 – December 31, 2000				January 1 – November 27, 2000
Cash flows from operating activities:
Net income (loss)				$	(35,760	)		$	(11,320	)		$	(4,150	)		$	21,280
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities, net of acquisition impact:
Cumulative effect of accounting change					36,630				—				—				—
Depreciation and amortization					38,870				53,780				4,540				38,400
Provision for inventory write-down					8,500				—				—				—
Legacy stock award expense					4,240				—				—				—
Amortization of debt issue costs					2,150				—				—				—
Deferred income taxes					(7,200	)			8,810				2,750				820
Proceeds from accounts receivable securitization					14,560				4,570				12,700				42,500
Repurchase of securitized accounts receivable from Metaldyne					(74,540	)			—				—				—
Payment to Metaldyne to fund contractual liabilities					(15,130	)			—				—				—
(Increase) decrease in receivables					(170	)			20,160				(810	)			(11,040	)
(Increase) decrease in inventories					(2,580	)			15,250				(2,740	)			9,710
(Increase) decrease in prepaid expenses and other assets					(1,020	)			(1,360	)			280				1,710
Increase (decrease) in accounts payable and accrued liabilities					6,680				(7,680	)			7,720				5,750
Other, net					(340	)			(6,230	)			(1,580	)			4,300
Net cash provided by (used for) operating activities, net of acquisition impact					(25,110	)			75,980				18,710				113,430
Cash flows from investing activities:
Capital expenditures					(32,140	)			(18,690	)			(3,260	)			(19,540	)
Proceeds from notes receivable					—				—				—				1,550
Proceeds from sale of fixed assets					5,720				6,780				1,990				1,000
Acquisition of a business, net of cash acquired					(1,920	)			—				—				(21,130	)
Investment in HammerBlow					(9,000	)			—				—				—
Other, net					100				(710	)			(30	)			1,510
Net cash used for investing activities					(37,240	)			(12,620	)			(1,300	)			(36,610	)
Cash flows from financing activities:
Net proceeds from issuance of common stock					259,730				—				—				—
Proceeds from senior credit facility					260,000				—				—				—
Issuance of senior subordinated debentures					435,850				—				—				—
Debt issuance costs					(31,920	)			—				—				—
Repayment of bank debt attributed from Metaldyne					(440,760	)			—				—				—
Dividend to Metaldyne					(338,080	)			—				—				—
Net increase (decrease) in Metaldyne Corporation net investment and advances					14,990				(34,480	)			(28,390	)			(23,540	)
Borrowings (payments) of debt					(800	)			(32,160	)			11,600				(59,260	)
Net cash provided by (used for) financing activities					159,010				(66,640	)			(16,790	)			(82,800	)
Cash and cash equivalents:
Increase for the period					96,660				(3,280	)			620				(5,980	)
At beginning of period					3,780				7,060				6,440				12,420
At end of period				$	100,440			$	3,780			$	7,060			$	6,440

The accompanying notes are an integral part of these financial statements.

35

TRIMAS CORPORATION
STATEMENT OF SHAREHOLDERS' EQUITY AND
METALDYNE CORPORATION NET INVESTMENT AND ADVANCES
For The Years Ended December 31, 2002 and December 31, 2001,
For The Period November 28, 2000 — December 31, 2000, and
For The Period January 1, 2000 — November 27, 2000
(In thousands)

				Net Investment and Advances				Common stock				Paid-in capital				Retained deficit				Accumulated other comprehensive income (loss)				Total
Pre-acquisition basis:
Balances, January 1, 2000				$	625,420			$	—			$	—			$	—			$	(6,440	)		$	618,980
Comprehensive income:
Net income					21,280				—				—				—				—				21,280
Foreign currency translation					—				—				—				—				(6,520	)			(6,520	)
Minimum pension liability (net of tax of $420)					—				—				—				—				(710	)			(710	)
Total comprehensive income					—				—				—				—				—				14,050
Net change in investment and advances					(16,310	)			—				—				—				—				(16,310	)
Balances, November 27, 2000				$	630,390			$	—			$	—			$	—			$	(13,670	)		$	616,720
Post-acquisition basis:
Balances, November 28, 2000				$	599,340			$	—			$	—			$	—			$	—			$	599,340
Comprehensive income:
Net loss					(4,150	)			—				—				—				—				(4,150	)
Foreign currency translation					—				—				—				—				3,330				3,330
Minimum pension liability (net of tax of $70)					—				—				—				—				(110	)			(110	)
Total comprehensive income					—				—				—				—				—				(930	)
Net change in investment and advances					(31,610	)			—				—				—				—				(31,610	)
Balances, December 31, 2000					563,580				—				—				—				3,220				566,800
Comprehensive income:
Net loss					(11,320	)			—				—				—				—				(11,320	)
Foreign currency translation					—				—				—				—				(4,720	)			(4,720	)
Minimum pension liability (net of tax of $(110))					—				—				—				—				180				180
Total comprehensive income					—				—				—				—				—				(15,860	)
Net change in investment and advances					(29,940	)			—				—				—				—				(29,940	)
Balances, December 31, 2001					522,320				—				—				—				(1,320	)			521,000
Comprehensive income (loss):
Net income (loss)					(28,820	)			—				—				(6,940	)			—				(35,760	)
Foreign currency translation					—				—				—				—				9,990				9,990
Minimum pension liability (net of tax of $600)					—				—				—				—				(1,370	)			(1,370	)
Total comprehensive income (loss)					—				—				—				—				—				(27,140	)
Net proceeds from issuance of common stock					—				130				259,600				—				—				259,730
Dividend to Metaldyne Corporation					(338,080	)			—				—				—				—				(338,080	)
Net change in Metaldyne Corporation net investments and advances					(9,970	)			—				—				—				—				(9,970	)
Reclassification of Metaldyne Corporation net investment and advances balance					(145,450	)			60				145,390				—				—				—
Net adjustments to reflect settlement of contractual obligations					—				—				(17,490	)			—				—				(17,490	)
Balances, December 31, 2002				$	—			$	190			$	387,500			$	(6,940	)		$	7,300			$	388,050

The accompanying notes are an integral part of these financial statements.

36

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS

1.    Basis of Presentation

TriMas Corporation ("TriMas" or the "Company") is a global manufacturer of products for commercial, industrial and consumer markets. The Company is principally engaged in three segments with diverse products and market channels. Cequent Transportation Accessories produces vehicle hitches and receivers, sway controls, weight distribution and fifth wheel hitches, hitch mounted accessories, roof racks, trailer couplers, winches, jacks, trailer brakes and lights and other vehicle and trailer accessories and components that are distributed through independent installers, wholesale distributors and retail outlets. Rieke Packaging Systems is a leading source of closures and dispensing systems for steel and plastic industrial and consumer packaging applications. The Industrial Specialties Group produces a wide range of large and small diameter standard and custom-designed ferrous, nonferrous and special alloy fasteners, highly engineered specialty fasteners for the domestic and international aerospace industry, flame-retardant facings and jacketing and insulation tapes used in conjunction with fiberglass insulation, pressure-sensitive specialty tape products, high-pressure and low-pressure cylinders for the transportation, storage and dispensing of compressed gases, metallic and nonmetallic industrial gaskets, specialty precision tools such as center drills, cutters, end mills, reamers, master gears, gages and punches, specialty engines and service parts and specialty ordnance components and weapon systems.

Prior to June 6, 2002 and the common stock issuance and related financing transactions discussed in Note 2 below, the accompanying financial statements represent the combined assets and liabilities and results of operations of certain subsidiaries and divisions of subsidiaries of Metaldyne Corporation ("Metaldyne") which constitute TriMas. The combined financial statements include all revenues and costs directly attributed to the Company as well as an estimate of direct and indirect Metaldyne corporate administrative costs attributed to TriMas, based on a management fee allocation that approximated 1% of net sales. This allocation of costs is based on estimates that management believes are reasonable in the circumstances. However, the charges included herein are not necessarily indicative of the amounts that would have been reported if the Company had operated as an unaffiliated company. Subsequent to June 6, 2002, the financial position and results of operations of the Company and its subsidiaries are presented on a consolidated basis and the Company will no longer file a consolidated tax return with Metaldyne.

The Company's fiscal year ends on December 31. The Company's fiscal quarters end on the Sunday nearest March 31, June 30 and September 30. All quarter references relate to the Company's fiscal year quarters unless otherwise noted.

2.    Recapitalization

On June 6, 2002, the Company, Metaldyne and Heartland Industrial Partners ("Heartland") entered into a stock purchase agreement under which Heartland and other co-investors invested $265 million in the Company to acquire approximately 66% of the Company's common stock on a fully diluted basis. To effect the transactions contemplated by the stock purchase agreement, the Company also entered into a senior credit facility consisting of a $150 million revolving credit facility, a $260 million term loan facility and a $125 million receivables securitization facility, and issued senior subordinated debentures with a face value of $352.8 million. The Company declared and paid a dividend to Metaldyne of $840 million in the form of cash, retirement of debt owed by TriMas to Metaldyne or attributed to TriMas under the Metaldyne credit agreement and repurchase of TriMas originated receivables balances under the Metaldyne receivables facility. TriMas was released from all obligations under the Metaldyne credit agreement in connection with the common stock issuance and related financing transactions. Under the terms of the stock purchase agreement, Metaldyne retained shares of the Company's common stock valued at $120 million and received a warrant to purchase 750,000 shares of common stock at par value of $.01 per share, valued at $15 million. At December 31, 2002, this warrant had not been exercised. The common stock and warrants are valued based upon the cash equity investment made by Heartland and the other investors. At December 31, 2002, Metaldyne owned 34% of the Company's common stock on a fully diluted basis.

37

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

As Heartland is both the Company's and Metaldyne's controlling shareholder, this transaction was accounted for as a reorganization of entities under common control and, accordingly, the Company has not established a new basis of accounting in its assets or liabilities. Additional adjustments to paid-in capital related to Metaldyne's investment in the Company at December 31, 2002 may be recorded in subsequent periods to reflect finalization of certain estimated amounts at the transaction closing date.

Metaldyne Recapitalization

On November 28, 2000, the acquisition and recapitalization of Metaldyne by Heartland and its co-investors was consummated in accordance with the terms of a recapitalization agreement. As a result, each issued and outstanding share of Metaldyne's publicly traded common stock at the time of the recapitalization was converted into the right to receive $16.90 in cash (approximately $585 million in the aggregate) plus additional cash amounts, if any, based upon the net proceeds from any future disposition of the stock of an identified Metaldyne investment. In connection with the recapitalization, Masco Corporation, Richard A. Manoogian and certain of Metaldyne's other stockholders agreed to roll over a portion of their investment in Metaldyne and consequently remain as stockholders. As a result of the recapitalization, Metaldyne is controlled by Heartland and its co-investors.

Change In Accounting Basis

The pre-acquisition basis financial information for the period prior to November 28, 2000 is reflected on the historical basis of accounting and all periods subsequent to November 28, 2000 are reflected on a purchase accounting basis (hereafter referred to as the "Accounting Basis Change") and are therefore not comparable.

For the purposes of these notes to the financial statements, the period from January 1, 2000 to November 27, 2000 is referred to as "2000 LP" and the period from November 28, 2000 to December 31, 2000 is referred to as "2000 SP."

3.    Summary of Significant Accounting Policies

Principles of Consolidation.    The consolidated and combined financial statements include the accounts and transactions of TriMas. Significant intercompany transactions have been eliminated.

Use of Estimates.    The preparation of financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from such estimates and assumptions.

Revenue Recognition.    Revenues from the majority of product sales are recognized when products are shipped or services are provided to customers, the sales price is fixed and determinable and collectibility is reasonably assured. For certain products shipped on a consignment basis, revenue is recognized when the customer provides notice of end product use or sale.

Cash and Cash Equivalents.    The Company considers cash on hand and on deposit and investments in all highly liquid debt instruments with initial maturities of three months or less to be cash and cash equivalents.

Receivables.    Receivables are presented net of allowances for doubtful accounts of approximately $4.3 million and $3.7 million at December 31, 2002 and 2001, respectively. The Company monitors its exposure for credit losses and maintains allowances for doubtful accounts. The Company does not believe that significant credit risk exists due to its diverse customer base. In 2001 and through June 6, 2002, trade accounts receivable of substantially all domestic business operations were sold, on an ongoing basis, to MTSPC, Inc., a wholly-owned subsidiary of Metaldyne.

Inventories.    Inventories are stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out method. Direct materials, direct labor and allocations of certain manufacturing overhead are included in inventory cost.

38

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

Property and Equipment, Net.    Property and equipment additions, including significant betterments, are recorded at cost. Upon retirement or disposal of property and equipment, the cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in the consolidated statement of operations. Repair and maintenance costs are charged to expense as incurred.

Depreciation and Amortization.    Depreciation is computed principally using the straight-line method over the estimated useful lives of the assets. Annual depreciation rates are as follows: buildings and buildings / land improvements, 2.5% to 10%, and machinery and equipment, 6.7% to 33.3%. Capitalized debt issuance costs are amortized over the underlying terms of the related debt securities. Customer relationship intangibles are amortized over periods ranging from 6 – 40 years, trademarks/trade names are amortized over a 40-year period, while technology and other intangibles are amortized over a periods ranging from 5 – 30 years.

Excess of Cost over Net Assets of Acquired Companies.    The excess of cost over net assets of acquired companies ("Goodwill") at December 31, 2002 and 2001 is related principally to the Accounting Basis Change. Prior to 2002, goodwill was amortized using the straight-line method over 40 years. Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets" and discontinued amortizing goodwill. The Company tests goodwill for impairment on an annual basis, unless a change in business conditions occurs which requires a more frequent evaluation, by comparison of estimated fair value to carrying value. In assessing the recoverability of goodwill, the Company estimates fair value using the present value of expected future cash flows and other valuation measures.

Other Intangibles.    Effective January 1, 2002, the Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long Lived Assets." SFAS No. 144 requires the Company to recognize an impairment loss if the carrying amount of long-lived assets is not recoverable from the assets' undiscounted cash flows. The Company tests other intangibles for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that their carrying amount may not be recoverable. The factors considered by management in performing this assessment include current operating results, business prospects, market trends, potential product obsolescence, competitive activities and other economic factors.

Fair Value of Financial Instruments.    The carrying value of financial instruments reported in the balance sheet for current assets and current liabilities approximates fair value. Management believes the carrying value of long-term debt approximates fair value, based on market-based comparisons to debt instruments of like kind and quality.

Foreign Currency Translation.    The financial statements of subsidiaries located outside of the United States ("U.S.") in non-highly inflationary economies are measured using the currency of the primary economic environment in which they operate as the functional currency, which for the most part represents the local currency. Transaction gains (losses) were approximately $1.2 million, $(0.1) million, $0.1 million and $ (0.3) million in 2002, 2001, 2000 SP and 2000 LP, respectively, and are included in other expense, net in the accompanying statement of operations. When translating into U.S. dollars, income and expense items are translated at average monthly exchange rates and assets and liabilities are translated at exchange rates in effect at the balance sheet date. Translation adjustments resulting from translating the functional currency into U.S. dollars are deferred as a component of accumulated other comprehensive income (loss) in the statement of shareholders' equity and Metaldyne Corporation net investment and advances.

Self-insurance.    The Company is generally self-insured for losses and liabilities related primarily to workers' compensation, health and welfare claims and comprehensive general, product and vehicle liability. Reserves are recorded based upon the Company's estimates of the aggregate liability for claims incurred using certain actuarial assumptions about future events. Changes in assumptions for things such as medical costs and actual experience could cause these estimates to change.

39

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

Pension Plans and Postretirement Benefits Other Than Pensions.    Annual net periodic pension expense and benefit liabilities under defined benefit pension plans are determined on an actuarial basis. Assumptions used in the actuarial calculations have a significant impact on plan obligations and expense. Annually, the Company reviews the actual experience compared to the more significant assumptions used and makes adjustments to the assumptions, if warranted. The healthcare trend rates are reviewed with the actuaries based upon the results of their review of claims experience. Discount rates are based upon an expected benefit payments duration analysis and the equivalent average yield rate for high-quality fixed-income investments. Pension benefits are funded through deposits with trustees and the expected long-term rate of return on fund assets is based upon actual historical returns modified for known changes in the market and any expected change in investment policy. Postretirement benefits are not funded and it is the Company's policy to pay these benefits as they become due.

Shipping and Handling Expenses.    Freight costs are included in cost of sales and a portion of shipping and handling expenses are included in the selling, general and administrative category in the accompanying statement of operations. Shipping and handling costs included in selling, general and administrative accounts were approximately $2.3 million in 2002, $2.9 million in 2001, $0.2 million 2000 SP, and $2.8 million in 2000 LP.

Advertising and Sales Promotion Costs.    Advertising and sales promotion costs are expensed as incurred. Advertising costs were approximately $7.8 million in 2002, $7.2 million in 2001, $0.9 million in 2000 SP and $8.2 million in 2000 LP.

Research and Development Costs.    Research and development("R&D") costs are expensed as incurred. External R&D costs incurred were approximately $1.3 million in 2002, $1.6 million in 2001, $0.2 million in 2000 SP and $1.3 million in 2000 LP.

Stock-based Compensation.    In January 2003, the FASB issued SFAS 148, "Accounting for Stock-Based Compensation — Transition and Disclosure — an amendment of FASB Statement No. 123." SFAS No. 148 amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company adopted SFAS No. 148 effective for the fiscal year ended December 31, 2002. The following disclosure assumes that the Company continues to account for stock-based employee compensation using the intrinsic value method under Accounting Principles Board (APB) No. 25, "Accounting for Stock Issued to Employees."

As more fully described in Note 16, in 2001 and up to June 6, 2002, certain TriMas employees participated in Metaldyne's Long Term Equity Incentive Plan and were granted an aggregate of 336,763 options to purchase Metaldyne's common stock. As part of the stock purchase agreement on June 6, 2002, each vested option will be converted into options to purchase TriMas common stock while the unvested options were canceled.

The Company accounts for stock options under the recognition and measurement principles of APB No. 25 and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted had an exercise price equal to the fair market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income if the Company had applied the fair value recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," to stock-based employee compensation:

40

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

				(In thousands)
				2002				2001				2000 SP				2000 LP
Net income (loss) as reported				$	(35,760	)		$	(11,320	)		$	(4,150	)		$	21,280
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects					—				(180	)			—				—
Pro forma net income (loss)				$	(35,760	)		$	(11,500	)		$	(4,150	)		$	21,280

Income Taxes.    TriMas computes income taxes using the asset and liability method, whereby deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of TriMas' assets and liabilities. Subsequent to June 6, 2002, the Company no longer files a consolidated tax return with Metaldyne. In 2001 and prior years, TriMas was included in the consolidated federal income tax return of Metaldyne. Income tax expense was computed on a separate return basis in those years; however, substantially all current income tax related liabilities were due to Metaldyne.

Reclassifications.    Certain prior year amounts have been reclassified to conform with the current year presentation.

4.    Impact of Newly Issued Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS 143, "Accounting for Asset Retirement Obligations," which is effective January 1, 2003. SFAS 143 requires that an existing legal obligation associated with the retirement of a tangible long-lived asset be recognized as a liability when incurred and the amount of the liability be initially measured at fair value. The Company does not believe the adoption of SFAS 143 will have a material impact on its financial condition or results of operations.

In June 2002, the FASB issued SFAS 146, "Accounting for Costs Associated with Exit or Disposal Activities." The provisions of Statement 146 are to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The standard requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan.

In November 2002, the FASB issued FASB Interpretation (FIN) 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." FIN 45 clarifies the disclosure requirements for certain guarantees. In addition, for guarantees issued or modified after December 31, 2002, FIN 45 will require guarantors to record a liability at fair value for certain guarantees at the time of issuance of the guarantee. The Company offers limited warranty protection on certain of its products covering defects in material and workmanship. The specific terms and conditions vary depending on the product sold, but generally are in effect for one to three years following the date of sale. Warranty reserves are recorded based upon historical and anticipated warranty claims. The Company monitors the adequacy of its warranty reserves on an ongoing basis and records adjustments to the reserves as required. Warranty expenses incurred in 2002 approximated $0.2 million.

In January 2003, the FASB issued FIN 46, "Consolidation of Variable Interest Entities, an Interpretation of ARB 51." FIN 46 requires primary beneficiaries in a variable interest entity to consolidate the entity even if the primary beneficiary does not have a majority voting interest. This consolidation requirement is effective immediately for any variable interest entity created on or after January 31, 2003 and after June 30, 2003 for entities created before January 31, 2003. In addition, FIN 46 requires disclosure of information regarding guarantees or loss exposures related to a variable interest entity created prior to January 31, 2003 in financial statements issued after January 31, 2003. The Company does not believe the adoption of FIN 46 will have a material impact on its financial condition or results of operations.

41

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

5.    Goodwill and Other Intangible Assets

On January 1, 2002, TriMas adopted SFAS No. 142, "Goodwill and Other Intangible Assets." This Statement eliminates amortization of goodwill and certain other intangible assets, but requires at least annual testing for impairment by comparison of estimated fair value to carrying value. The Company estimates fair value using the present value of expected future cash flows and other valuation measures.

The Company completed the transitional impairment test in the second quarter of 2002, which resulted in a non-cash, after tax charge of $36.6 million related to the Company's industrial fasteners business within the Industrial Specialties Group. Sales, operating profits and cash flows for that business were lower than expected beginning in the first quarter of 2001, and experienced further deterioration during the remainder of 2001 due to the overall economic downturn and cyclical declines in certain markets for the Company's products. Based on that trend, the earnings and cash flow forecasts for the next five years were revised resulting in the goodwill impairment loss. Consistent with the requirements of Statement 142, the Company recognized this impairment charge as of January 1, 2002 as the cumulative effect of change in accounting principle. As of December 31, 2002, the Company's test for impairment indicates that fair value of goodwill exceeds the related carrying value.

Changes in the carrying amount of goodwill for the year ended December 31, 2002 are as follows (in thousands):

				Cequent Transportation Accessories				Rieke Packaging Systems				Industrial Specialties				Total
Balance, December 31, 2001				$	228,400			$	158,300			$	155,170			$	541,870
Impairment loss					—				—				(36,630	)			(36,630	)
Goodwill from acquisition					—				—				1,220				1,220
Impact of foreign currency translation					1,040				6,340				(90	)			7,290
Restructuring reserve and other adjustments					(2,840	)			590				340				(1,910	)
Balance, December 31, 2002				$	226,600			$	165,230			$	120,010			$	511,840

The following table summarizes the effect on net income of excluding amortization expense related to goodwill that is no longer being amortized (in thousands):

				2002				2001				2000 SP				2000 LP
Net income (loss), as reported				$	(35,760	)		$	(11,320	)		$	(4,150	)		$	21,280
Add back: goodwill amortization					—				13,600				1,100				17,700
Net income (loss), as adjusted				$	(35,760	)		$	2,280			$	(3,050	)		$	38,980

42

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

The gross carrying amounts and accumulated amortization for the Company's acquired other intangible assets at December 31, 2002 and December 31, 2001 are summarized below (in thousands):

				As of December 31, 2002								As of December 31, 2001
Intangible Category by Useful Life				Gross Carrying Amount				Accumulated Amortization				Gross Carrying Amount				Accumulated Amortization
Customer relationships:
6 – 12 years				$	26,500			$	(5,460	)		$	26,500			$	(2,850	)
15 – 25 years					62,000				(5,630	)			62,000				(2,930	)
40 years					111,580				(5,790	)			112,000				(3,010	)
Total customer relationships					200,080				(16,880	)			200,500				(8,790	)
Trademark/Trade names:
40 years					54,390				(2,830	)			54,390				(1,460	)
Technology and other:
5 – 15 years					22,500				(5,670	)			21,500				(2,910	)
18 – 30 years					38,190				(3,510	)			38,100				(1,840	)
Total technology and other					60,690				(9,180	)			59,600				(4,750	)
				$	315,160			$	(28,890	)		$	314,490			$	(15,000	)

Amortization expense for intangibles was approximately $13.9 million and $14.2 million for the years ended December 31, 2002 and 2001, respectively, and is included in cost of sales in the accompanying statement of operations. Estimated amortization expense for the next five fiscal years beginning after December 31, 2002 is as follows: 2003 - $13.9 million; 2004 - $13.9 million; 2005 - $13.8 million; 2006 - $12.3 million; and 2007 - $11.7 million. The Company also recorded a non-cash charge of $0.4 million for the year ended December 31, 2002 related to impairment of a customer relationship intangible as the Company no longer maintains a sales relationship with two customers in the Industrial Specialties segment. The non-cash charge is recorded in cost of sales in the accompanying statement of operations.

6.    Acquisitions and Restructurings

Following the November 2000 acquisition of Metaldyne by Heartland, Metaldyne employed a new senior management team for TriMas to reorganize and restructure the TriMas business units and implement cost savings projects. The new management team developed and launched six major projects and several smaller initiatives to consolidate sub-scale business units and redundant plants and to streamline administrative costs.

The following table summarizes the purchase accounting adjustments established to reflect these actions and subsequent related activity (in thousands):

43

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

				Severance				Other Closure Costs				Total
Reserve at November 28, 2000				$	19,070			$	3,690			$	22,760
Cash					—				—				—
Non-cash					—				—				—
Reserve at December 31, 2000					19,070				3,690				22,760
Cash					(5,860	)			(80	)			(5,940	)
Non-cash					—				—				—
Reserve at December 31, 2001					13,210				3,610				16,820
Cash					(6,070	)			(1,020	)			(7,090	)
Non-cash					—				(110	)			(110	)
Adjustments to restructuring reserves					(2,550	)			—				(2,550	)
Reserve at December 31, 2002				$	4,590			$	2,480			$	7,070

Approximately 600 jobs have been or will be eliminated as a result of these restructuring actions of which approximately 565 were eliminated as of December 31, 2002. Cequent Transportation Accessories consolidated an acquired trailer products manufacturing plant into an existing manufacturing facility and reduced the towing products regional warehouse service centers from eleven to five facilities by closing or selling six related properties in 2001. In 2002, the electrical products manufacturing facility in Indiana was closed and consolidated into an existing low cost contract manufacturing plant in Mexico. In addition, two duplicate, sub-scale manufacturing facilities, each with its own separate master distribution warehouse, were consolidated into a single existing third facility, with one master warehouse on the same property. These actions have resulted in the elimination of approximately 410 positions through December 31, 2002. Rieke Packaging Systems has rationalized back office and manufacturing operations. Through December 31, 2002, approximately 55 positions have been eliminated. Industrial Specialties has adopted a multi-step plan for the industrial fasteners product line to consolidate five sub-scale manufacturing plants into three plants. The actions approved as part of the original restructuring plan have been completed. Through December 31, 2002, Industrial Specialties has eliminated approximately 100 positions related to these activities.

7.    Accounts Receivable Securitization

Prior to June 6, 2002, TriMas sold certain of its accounts receivable to MTSPC, Inc. ("MTSPC"), a wholly owned subsidiary of Metaldyne. MTSPC sold an undivided fractional ownership interest in the pool of receivables to a third party multi-seller funding company. In connection with the common stock issuance and related financing transactions that occurred on June 6, 2002, the Company repurchased an aggregate of $113.6 million of TriMas receivables from MTSPC, including its retained subordinated interest of approximately $39.1 million.

The proceeds from the sale of TriMas' accounts receivable were $14.6 million during the period January 1, 2002 to June 6, 2002 and $59.8 million through December 31, 2001. The net proceeds of TriMas' attributed portion of receivables sold to MTSPC were less than the face amount of accounts receivable sold by approximately $2.3 million during the period January 1, 2002 to June 6, 2002, $3.6 million in 2001, $0.3 million in 2000 SP and $1.3 million in 2000 LP. These differences approximate the purchaser's financing costs and are included in other expense in the accompanying statement of operations. The financing costs are determined by calculating the estimated present value of the receivables sold compared to their carrying amount. The estimated present value factor is based on historical collection experience and a discount rate representing a spread over LIBOR as prescribed under the terms of the securitization agreement. During the period January 1, 2002 to June 6, 2002, the financing costs were based on an average liquidation period of the portfolio of approximately 1.5 months and an average

44

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

discount rate of 1.9%. In 2001, the financing costs were based on an average liquidation period of the portfolio of approximately 1.5 months and average discount rate of 5.3%.

At December 31, 2001, TriMas retained a subordinated interest in its receivables sold of approximately $12.2 million, which is included in the accompanying combined balance sheet. The retained interest represents the excess of receivables sold to MTSPC over the amount funded to the Company. The fair value of the retained interest is based on the present value of the receivables calculated in a method consistent with the losses on sales of receivables discussed above, net of anticipated losses.

As part of the 2002 financing transactions, TriMas established a receivables securitization facility and organized TSPC, Inc. ("TSPC"), a wholly-owned subsidiary, to sell trade accounts receivable of substantially all domestic business operations. From time to time, TSPC may sell an undivided fractional ownership interest in this pool of receivables up to approximately $125.0 million to a third party multi-seller receivables funding company. At December 31, 2002, no receivables have been sold under this arrangement.

8.    Inventories

Inventories by component are as follows:

				(In thousands)
				December 31, 2002				December 31, 2001
Finished goods				$	50,220			$	59,510
Work in process					12,860				13,470
Raw materials					28,330				23,830
Total inventories				$	91,410			$	96,810

9.    Property and Equipment, Net

Property and equipment by component are as follows:

				(In thousands)
				December 31, 2002				December 31, 2001
Land and land improvements				$	8,810			$	13,840
Buildings					46,100				67,940
Machinery and equipment					226,380				200,750
					281,290				282,530
Less: Accumulated depreciation					46,300				28,150
Property and equipment, net				$	234,990			$	254,380

Depreciation expense was approximately $24.4 million in 2002, $26.0 million in 2001, $2.2 million in 2000 SP and $20.0 million in 2000 LP.

45

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

10.    Accrued Liabilities

				(In thousands)
				December 31, 2002				December 31, 2001
Self-insurance				$	13,090			$	10,670
Vacation, holiday and bonus					10,030				9,010
Severance and other closure costs					7,070				12,630
Other					32,950				23,880
Total accrued liabilities				$	63,140			$	56,190

11.    Long-term Debt

The Company's long-term debt at December 31, 2002, net of the unamortized discount of $2.7 million from face value of the Notes issued in June 2002 and the $0.9 million premium on the face value of the additional Notes issued in December 2002, and the long-term debt attributed from Metaldyne at December 31, 2001, is as follows:

				(In thousands)
				December 31, 2002				December 31, 2001
Bank debt				$	259,375			$	440,600
9 7/8% senior subordinated notes, due June 2012					435,975				—
Other					830				160
					696,180				440,760
Less: Current maturities, long-term debt					2,990				28,900
Long-term debt				$	693,190			$	411,860

On June 6, 2002, in connection with the issuance of common stock and related financing transactions, the Company entered into two long-term financing arrangements. In the first arrangement, the Company issued $352.8 million face value of 9 7/8% senior subordinated notes due June 2012 ("Notes") in a private placement under Rule 144A of the Securities Act of 1933, as amended. The Company also entered into a credit facility ("Credit Facility") with a group of banks consisting of a $260 million senior term loan which matures December 31, 2009 and is payable in quarterly installments of $0.625 million which began on December 31, 2002. The Credit Facility also includes a senior revolving credit facility with a total principal commitment of $150 million, including up to $100 million for one or more permitted acquisitions, which matures December 31, 2007. There were no borrowings on the revolving facility at December 31, 2002. The Credit Facility allows the Company to issue letters of credit, not to exceed $40 million in aggregate, against revolving credit facility commitments. At December 31, 2002, the Company had letters of credit of approximately $23.5 million issued and outstanding. The Company pays a commitment fee, ranging from 0.5% to 0.75%, with respect to unused principal commitments, net of letters of credit issued, under the Credit Facility. The obligations under the Credit Facility are collateralized by substantially all of the Company's assets and unconditionally and irrevocably guaranteed jointly and severally by TriMas Corporation, the parent company, and each of the borrowers existing and subsequently acquired or organized domestic subsidiaries, other than TSPC, pursuant to the terms of a separate guarantee agreement. Although no foreign subsidiaries are currently borrowers under the Credit Facility, such entities may borrow under the facility in the future.

Borrowings under the Credit Facility bear interest at the Company's option at either a base rate used by JPMorgan Chase Bank, plus an applicable margin, or a Eurodollar rate on deposits for one, two, three or six month periods (or nine or twelve month periods if, at the time of the borrowing, all lenders agree to make such a duration available), plus an applicable margin. The applicable margin on borrowings is

46

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

subject to change, depending on the Company's Leverage Ratio, as defined, and is 1.75% on base rate loans and 2.75% on Eurodollar loans at December 31, 2002. The effective interest rate on credit facility borrowings was 4.44% at December 31, 2002.

The bank debt is an obligation of subsidiaries of the Company. Although the credit agreement does not restrict the Company's subsidiaries from making distributions to it in respect of the exchange notes, it does contain certain other limitations on the distribution of funds from TriMas Company LLC, the principal subsidiary, to the Company. The restricted net assets of the guarantor subsidiaries, approximately $808.6 million at December 31, 2002, are presented in the consolidating financial information in Note 20. The Credit Facility contains negative and affirmative covenants and other requirements affecting the Company and its subsidiaries, including among others: restrictions on incurrence of debt, except for permitted acquisitions and subordinated indebtedness, liens, mergers, investments, loans, advances, guarantee obligations, acquisitions, asset dispositions, sale-leaseback transactions greater than $75 million if sold at fair market value, hedging agreements, dividends and other restricted junior payments, stock repurchases, transactions with affiliates, restrictive agreements and amendments to charters, by-laws, and other material documents. The Credit Facility also requires the Company and its subsidiaries to meet certain restrictive financial covenants and ratios computed quarterly, including a leverage ratio (total consolidated indebtedness plus outstanding amounts under the accounts receivable securitization facility over consolidated EBITDA, as defined), interest expense ratio (cash interest expense over EBITDA, as defined) and a capital expenditures covenant. The Company was in compliance with its covenants at December 31, 2002.

On December 10, 2002, the Company issued an additional $85.0 million face value of 9 7/8% senior subordinated notes due June 2012 pursuant to the June 6, 2002 indenture, bringing the aggregate amount outstanding under the indenture to $435,975. These notes were issued at a premium of approximately $0.9 million. The bonds were issued to obtain cash to repurchase approximately $20.0 million of TriMas common stock owned by Metaldyne, to fund potential acquisitions, for debt repayment and for other general corporate purposes.

The Notes are general unsecured obligations of the Company and are subordinated in right of payment to all existing and future senior debt of TriMas, including amounts outstanding under the Credit Facility. The Notes are pari passu in right of payment with all existing and future unsecured senior subordinated indebtedness of TriMas and are unconditionally guaranteed by all of the Company's domestic subsidiaries that are direct borrowers under the Credit Facility. Interest on the Notes accrues at the rate of 9 7/8% per annum and is payable semi-annually in arrears on June 15 and December 15, commencing December 15, 2002.

At any time prior to June 15, 2005, TriMas may redeem up to 35% of the aggregate principal amount of Notes issued at a redemption price of 109.875% of the principal amount, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more equity offerings; provided that: (1) at least 65% of the aggregate principal amount of Notes issued under the indenture remains outstanding immediately after the occurrence of such redemption and (2) the redemption occurs within 120 days of the date of the closing of such equity offering. Except as outlined herein, the Notes are not redeemable at the Company's option prior to June 15, 2007.

After June 15, 2007, TriMas may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on June 15 of the years indicated below:

47

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

Year				Percentage
2007					104.938	%
2008					103.292	%
2009					101.646	%
2010 and thereafter					100.000	%

The Notes indenture contains negative and affirmative covenants and other requirements that are comparable to those contained in the Credit Facility. At December 31, 2002, the Company was in compliance with all such covenant requirements.

The Company capitalized debt issuance costs paid of $13.1 million and $18.8 million associated with the Credit Facility and the Notes, respectively. These amounts consist primarily of legal, accounting and transaction advisory fees, and facility fees paid to the lenders. Debt issuance costs and discount on the Notes are amortized using the interest method over the term of the Credit Facility and Notes, respectively. Unamortized debt issuance costs of $12.1 million and $17.7 million related to the Credit Facility and Notes, respectively, are included in other assets in the accompanying consolidated balance sheet at December 31, 2002.

At December 31, 2001, bank debt was allocated to TriMas by Metaldyne and primarily represented that portion of debt that was a joint and several obligation of Metaldyne and certain subsidiaries of the Company. The interest rate charged by Metaldyne applicable to the bank debt approximated 8.5% at December 31, 2001.

Subsequent to June 6, 2002, the Company paid cash for interest of approximately $22.9 million. Prior to June 6, 2002 and in 2001 and 2000, interest expense allocated to TriMas was paid by Metaldyne.

Future maturities of the face value of long-term debt at December 31, 2002 are as follows:

Year ending December 31:				(In thousands)
2003				$	2,990
2004					2,830
2005					2,500
2006					2,500
2007					2,500
Thereafter					684,660
Total				$	697,980

12.    Leases

TriMas leases certain equipment and plant facilities under non-cancelable operating leases. Rental expense for TriMas totaled approximately $6.4 million in 2002, $4.6 million in 2001, $0.4 million in 2000 SP and $4.7 million in 2000 LP.

Minimum payments for operating leases having initial or remaining non-cancelable lease terms in excess of one year at December 31, 2002 are summarized below:

48

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

Year ending December 31:				(In thousands)
2003				$	8,010
2004					7,640
2005					7,140
2006					6,520
2007					6,250
Thereafter					51,430
Total				$	86,990

In the first quarter 2002, as part of financing arranged by Metaldyne and Heartland, the Company entered into sale/leaseback arrangements with a third-party lender for certain facilities utilized by the Company. The 20 year lease term continues until 2022 and requires annual lease payments of approximately $2.5 million per year. The proceeds from these transactions were applied against the Metaldyne Corporation net investment and advance balance. Because Metaldyne provided the third-party lender with a guarantee of the Company's lease obligations, these lease arrangements were accounted for as capitalized leases and lease obligations approximating $19 million at March 31, 2002 were recorded in long-term debt.

As a result of the recapitalization and related financing transactions completed during the second quarter of 2002, Metaldyne no longer guarantees the Company's lease obligations with the third party lender. Subsequent to June 6, 2002, the Company accounts for these lease transactions as operating leases. During the quarter ended June 30, 2002, the Company eliminated the capitalized lease obligation and related capitalized lease assets.

13.    Commitments and Contingencies

A civil suit was filed in the United States District Court for the Central District of California in April 1983 by the United States of America and the State of California under the Federal Superfund law against over 30 defendants, including the Company, for alleged release into the environment of hazardous substances disposed of at the Stringfellow Disposal Site in California. The plaintiffs have requested, among other things, that the defendants clean up the contamination at that site. A consent decree has been entered into by the plaintiffs and the defendants, including us, providing that the consenting parties perform partial remediation at the site. The State of California has agreed to take over clean-up of the site, as well as responsibility for governmental entities' past response costs. The defendants are negotiating a Consent Decree with the United States, which will dismiss the defendants from the case subject only to the failure of the State of California to perform under its Consent Decree with the defendants. Additionally, TriMas and approximately 60 other entities including the State are defendants in a toxic tort suit brought in the Superior Court of the State of California in May 1998 by various persons residing in the area of the site and seeking damages for alleged personal injuries claimed to arise from exposure to contaminants from the site. During the discovery stage, the Judge of the Superior Court of the State of California issued an order dismissing all plaintiffs in the action. Plaintiffs have an opportunity to appeal. Based upon the Company's present knowledge, the Company does not believe the ultimate outcome of these matters will have a material adverse effect on its consolidated financial statements and future results of operations.

Another civil suit was filed in the United States District Court for the Central District of California in December 1988 by the United States of America and the State against more than 180 defendants, including TriMas, for alleged release into the environment of hazardous substances disposed of at the Operating Industries, Inc. site in California. This site served for many years as a depository for municipal and industrial waste. The plaintiffs have requested, among other things, that the defendants clean up contamination at that site. Consent decrees have been entered into by the plaintiffs and a group of defendants, including TriMas, providing that the consenting parties perform certain remedial work at the site and reimburse the plaintiffs for certain past costs incurred by the plaintiffs at the site.

49

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

As of March 26, 2003, the Company is party to approximately 502 pending cases involving approximately 24,363 claimants alleging personal injury from exposure to asbestos containing materials formerly used in gaskets (both encapsulated and otherwise) manufactured or distributed by certain of our subsidiaries for use in the petrochemical refining and exploration industries. The Company manufactured three types of gaskets and has ceased the use of asbestos in its products. The Company believes that many of the pending cases relate to locations at which none of our gaskets were distributed or used. In addition, TriMas acquired various companies to distribute the Company's products that distributed gaskets of other manufacturers prior to acquisition. Total settlement costs (exclusive of defense costs) for all such cases, some of which were filed over 12 years ago, have been approximately $2.3 million. Based upon the Company's experience to date and other available information, the Company does not believe that these cases will have a material adverse effect on its financial condition or future results of operations. However, there can be no assurance that the Company will not be subjected to significant additional claims in the future, that the cost of settling cases in which product identification can be made will not increase or that the Company will not be subjected to further claims with respect to the former activities of its acquired gasket distributors.

The Company has provided reserves based upon its present knowledge and, subject to future legal and factual developments, does not believe that the ultimate outcome of any of these litigations will have a material adverse effect on its consolidated financial position and future results of operations and cash flows. However, there can be no assurance that future legal and factual developments will not result in a material adverse impact on our financial condition and future results of operations.

The Company is subject to other claims and litigation in the ordinary course of business, but does not believe that any such claim or litigation will have a material adverse effect on the Company's financial position or results of operations.

14.    Related Parties

Metaldyne Corporation

Prior to June 6, 2002, the Company was wholly-owned by Metaldyne and participated in joint activities including employee benefits programs, legal, treasury, information technology and other general corporate activities.

In connection with the common stock issuance and related financing transactions, TriMas assumed certain liabilities and obligations of Metaldyne, mainly comprised of contractual obligations to former TriMas employees, tax related matters, benefit plan liabilities and reimbursements to Metaldyne for normal course payments to be made on TriMas' behalf. As of December 31, 2002, total liabilities and obligations assumed approximated $37.0 million, with payments made to Metaldyne of $15.1 million in respect to these obligations. The remaining assumed liabilities of approximately $21.9 million are payable at various dates over the next two years and are reported as Due to Metaldyne in the accompanying balance sheet at December 31, 2002.

Subject to certain limited exceptions, Metaldyne, on the one hand, and we, on the other hand, retained the liabilities associated with our respective businesses. Accordingly, we will indemnify and hold harmless Metaldyne from all liabilities associated with us and our subsidiaries and our respective operations and assets, whenever conducted, and Metaldyne will indemnify and hold Heartland and us harmless from all liabilities associated with Metaldyne and its subsidiaries (excluding us and our subsidiaries) and their respective operations and assets, whenever conducted. In addition, we agreed with Metaldyne to indemnify one another for our allocated share (42.01%) of liabilities not readily associated with either business, or otherwise addressed including certain costs related to the November 2000 acquisition. There are also indemnification provisions relating to certain other matters intended to effectuate other provisions of the agreement. These indemnification provisions survive indefinitely and are subject to a $50,000 deductible.

Effective June 6, 2002, the Company also entered into a corporate services agreement with Metaldyne. Under the terms of the agreement, TriMas pays Metaldyne an annual services fee of

50

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

$2.5 million in exchange for human resources, information technology, treasury, audit, internal audit, tax, legal and other general corporate services and remittance of certain third-party charges on TriMas' behalf. To the extent TriMas directly incurs costs related to items covered by the agreement, the $2.5 million fee is reduced accordingly. Effective January 1, 2003, the corporate services agreement was amended whereby Metaldyne will continue to receive an annual fee of $2.5 million for services rendered to TriMas. However, the fee will no longer be reduced for TriMas' third-party charges.

Net investment and advances reflected the accumulation of transactions between TriMas and Metaldyne through June 6, 2002. These transactions included operating results, management fees and advances, as discussed below:

•

TriMas was charged a management fee by Metaldyne for various corporate support staff and administrative services. Such fees approximated one percent of net sales and amounted to $3.3 million in 2002, $7.3 million in 2001, $0.5 million in 2000 SP and $7.3 million in 2000 LP.

•

Certain of TriMas' employee benefit plans and insurance coverages are administered by Metaldyne. These costs as well as other costs incurred on TriMas' behalf were charged directly to TriMas.

•

TriMas was also charged interest expense at various rates on the debt attributed to TriMas from Metaldyne and on the outstanding advance balance from Metaldyne. These charges aggregated $29.4 million in 2002, $73.1 million in 2001, $4.9 million in 2000 SP and $54.2 million in 2000 LP. The related advances were included in Metaldyne Corporation net investment and advances in the accompanying consolidated balance sheets. As a result of the Company's common stock issuance and related transactions completed during the second quarter of 2002, Metaldyne's net investment and advances balance at June 6, 2002, net of the cash dividend paid and certain subsequent adjustments to reflect finalization of estimated amounts, was reclassified to paid-in capital in the statement of shareholders' equity.

Heartland Industrial Partners

In connection with the common stock issuance and related financing transactions, TriMas paid Heartland transaction advisory fees of $9.8 million. Of this amount, approximately $3.9 million related to equity transaction costs and were netted against proceeds of the common stock issuance recorded in paid-in capital in the accompanying balance sheet. Approximately $5.9 million related to costs incurred in connection with the original Notes issuance and obtaining the Credit Facility. These amounts were capitalized as debt issuance costs related to these financing transactions and included in other assets in the accompanying balance sheet. The Company also entered into an advisory services agreement with Heartland at an annual fee of $4.0 million plus expenses. During 2002, Heartland was paid $2.8 million under this agreement and such amount is included in selling, general and administrative expense in the accompanying consolidated statement of operations.

In December 2002, TriMas paid Heartland approximately $0.9 million in connection with the issuance of the additional $85 million of Notes. Such fees have been capitalized as a component of other assets in the accompanying balance sheet and are being amortized over the life of the Notes.

Related Party Sales

During 2002, the Company consummated sales transactions with Metaldyne for approximately $0.5 million and with an affiliate of a shareholder for approximately $4.7 million. These amounts are included in net sales in the accompanying statement of operations.

15.    Employee Benefit Plans

Pension and Profit-Sharing Benefits.    Effective through December 31, 2002, substantially all TriMas salaried employees participated in Metaldyne-sponsored noncontributory profit-sharing and/or contributory defined contribution plans, to which payments were approved annually by Metaldyne's Board of

51

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

Directors. Aggregate charges included in the accompanying statement of operations under these plans were approximately $2.6 million in 2002, $2.6 million in 2001, $0.3 million in 2000 SP and $3.3 million in 2000 LP. In addition, TriMas salary and non-union hourly employees participated in defined-benefit pension plans sponsored by Metaldyne. The expense for these plans was approximately $1.7 million in 2002, $2.4 million in 2001, $0.3 million in 2000 SP and $3.1 million in 2000 LP.

On June 6, 2002, the Metaldyne defined benefit pension plans were curtailed with respect to TriMas employees. Service and salary continued to accrue for the TriMas employees for benefit purposes until
December 31, 2002. The liability for these plans remains the obligation of Metaldyne. TriMas implemented a new defined contribution profit sharing plan effective January 1, 2003.

In addition, TriMas' foreign and union-hourly employees participate in defined benefit pension plans. Certain Metaldyne employees also participated in the TriMas union-hourly plans. In connection with TriMas' recapitalization, the Metaldyne employees and the related plan assets were transferred out of the plans, with the plans continuing with TriMas employees only. The plan assets were allocated between Metaldyne and TriMas employees, and a greater portion of the plan assets were attributed to Metaldyne employees based on statutory asset allocation rules.

In connection with the June 6, 2002 transactions, the Company also assumed a liability of approximately $0.5 million related to a defined benefit restoration plan for certain TriMas employees. As a part of the restructuring activities during 2002, this plan was curtailed, yielding a curtailment gain of approximately $0.2 million.

Net periodic pension cost for TriMas defined benefit pension plans, covering foreign employees, union-hourly employees and certain salaried employees includes the following components:

				(In thousands)
				2002				2001				2000 SP				2000 LP
Service cost				$	640			$	540			$	50			$	600
Interest cost					1,100				980				80				900
Expected return on assets					(1,410	)			(1,330	)			(110	)			(1,180	)
Amortization of prior-service cost					30				—				—				10
Curtailment gain					(240	)			—				—				—
Amortization of net loss					—				—				—				(10	)
Net periodic pension cost				$	120			$	190			$	20			$	320

Major actuarial assumptions used (measurement date of September 30) in accounting for the U.S. TriMas defined benefit pension plans at December 31 are as follows:

				2002				2001				2000
Discount rate for obligations					6	%			7	%			7	%
Rate of increase in compensation				N/A					4	%			4	%
Expected long-term rate of return on plan assets					9	%			9	%			9	%

Major actuarial assumptions used (measurement date of September 30) in accounting for the non-U.S. TriMas defined benefit pension plans at December 31 are as follows:

				2002				2001				2000
Discount rate for obligations					7	%			7	%			7	%
Rate of increase in compensation					4	%			4	%			4	%
Expected long-term rate of return on plan assets					9	%			9	%			9	%

The following provides a reconciliation of the changes in TriMas' defined benefit pension plans' projected benefit obligations and fair value of assets covering foreign employees and union-hourly

52

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

employees for each of the years ended December 31, 2002 and 2001 and the funded status as of December 31, 2002 and 2001:

				(In thousands)
				2002				2001
Changes in Projected Benefit Obligations
Benefit obligations at January 1				$	(13,820	)		$	(13,230	)
Service costs					(640	)			(540	)
Interest costs					(1,100	)			(980	)
Contribution					(70	)			—
Assumption of benefit restoration plan liability					(460	)			—
Actuarial gain (loss)					(1,770	)			610
Benefit payments					600				630
Curtailment gain					240				—
Change in foreign currency					(620	)			160
Plan amendments					—				(470	)
Projected benefit obligations at December 31				$	(17,640	)		$	(13,820	)

				(In thousands)
				2002				2001
Changes in Plan Assets
Fair value of plan assets at January 1				$	14,250			$	14,920
Actual return on plan assets					(530	)			(1,450	)
Contributions					440				1,610
Benefit payments					(600	)			(630	)
Asset transfer adjustment					(1,280	)			—
Changes in foreign currency					470				(200	)
Fair value of plan assets at December 31				$	12,750			$	14,250
Funded Status
Plan assets greater than (less than) projected benefits at December 31				$	(4,890	)		$	430
Unamortized prior-service cost					370				400
Unamortized net loss					5,240				1,980
Net asset recognized at December 31				$	720			$	2,810

53

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

				(In thousands)
				2002				2001
Components of the Net Asset Recognized
Prepaid benefit cost				$	3,030			$	2,670
Accrued benefit liability					(4,680	)			(370	)
Intangible asset					370				440
Accumulated other comprehensive (income) loss					2,000				70
Net asset recognized at December 31				$	720			$	2,810
Plans with Benefit Obligation Exceeding Plan Assets
Benefit obligation				$	15,850			$	12,050
Plan assets					8,930				10,400
Benefit obligation in excess of plan assets at December 31				$	6,920			$	1,650

Postretirement Benefits.    TriMas provides postretirement medical and life insurance benefits, none of which are funded, for certain of its active and retired employees. As a part of the recapitalization on June 6, 2002, the Company assumed a liability of approximately $0.3 million related to a postretirement benefit plan specific to a TriMas location. In addition, the Company closed a plant in 2002 and terminated certain of the employees, thereby yielding a curtailment gain of approximately $0.3 million.

Net periodic postretirement benefit cost includes the following components:

				(In thousands)
				2002				2001				2000 SP				2000 LP
Service cost				$	90			$	80			$	10			$	120
Interest cost					480				310				30				320
Net amortization					100				—				—				(170	)
Net periodic postretirement benefit cost				$	670			$	390			$	40			$	270

The following provides a reconciliation of the changes in benefit obligations and status for each of the years ended December 31, 2002 and 2001:

				(In thousands)
				2002				2001
Changes in Benefit Obligations
Benefit obligations at January 1				$	(4,240	)		$	(4,140	)
Service cost					(90	)			(80	)
Interest cost					(480	)			(310	)
Assumption of additional postretirement liability					(255	)			—
Actuarial loss					(3,455	)			(30	)
Curtailment gain					290				—
Benefit payments					510				320
Benefit obligations at December 31				$	(7,720	)		$	(4,240	)
Status
Benefit obligations at December 31				$	(7,720	)		$	(4,240	)
Unrecognized loss					3,250				30
Net liability at December 31				$	(4,470	)		$	(4,210	)

54

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

The discount rate used in determining the accumulated postretirement benefit obligation was 6.75% in 2002 and 7.63% in 2001. The assumed health care cost trend rate in 2002 was 10.5%, decreasing to an ultimate rate in 2013 of 5%. If the assumed medical cost trend rates were increased by 1%, the accumulated postretirement benefit obligations would increase by $0.6 million and the aggregate of the service and interest cost components of net periodic postretirement benefit obligations cost would increase by $45,000. If the assumed medical cost trend rates were decreased by 1%, the accumulated postretirement benefit obligations would decrease by $0.5 million and the aggregate of the service and interest cost components of net periodic postretirement benefit cost would decrease by $40,000.

16.    Stock Options and Awards

Prior to the Metaldyne recapitalization, Metaldyne's Long Term Stock Incentive Plan provided for the issuance of stock-based incentives. Certain of TriMas' salaried employees are holders of restricted stock awards issued under that plan. Under the terms of the Metaldyne recapitalization agreement, those shares become free of restriction and vest in four equal installments as of the closing of the recapitalization and January of 2002, 2003 and 2004. Holders of restricted stock may elect to receive all of the installment in common shares of Metaldyne stock, 40% in cash and 60% in common shares of Metaldyne stock, or 100% in cash. The number of shares or cash to be received will increase by 6% per annum from the $16.90 per share recapitalization consideration. TriMas is charged directly by Metaldyne for the interest accretion on the stock awards. TriMas' portion of compensation expense, including interest accretion, for the vesting of long-term stock awards was approximately $3.3 million in 2002, $4.0 million in 2001 and $0.8 million in 2000 LP.

In 2001, subsequent to the recapitalization, a new Metaldyne Long Term Equity Incentive Plan (the "Plan") was adopted, which provides for the issuance of equity-based incentives in various forms. During 2001, Metaldyne granted stock options for 2,855,000 shares at a price of $16.90 per share to key employees of Metaldyne, of which 336,763 were granted to TriMas employees. Of this amount, 81,640 options have vested and the remaining 255,123 options were canceled in connection with the June 6, 2002 transactions. These options have a ten year option period from the date of grant. The ability to exercise the options is limited in the circumstances of a public offering whereby the shares are required to be held and exercised after the elapse of certain time periods.

In connection with the stock purchase agreement on June 6, 2002, each vested option in the Plan will be converted into an option to purchase TriMas common stock. TriMas created the 2002 Long-Term Equity Incentive Plan during 2002, which allows issuance of equity-based incentives in various forms. No options for TriMas common stock have been granted as of December 31, 2002.

Metaldyne has elected to continue to apply the provisions of APB No. 25 and, accordingly, no stock option compensation expense is included in the determination of net income (loss) in the consolidated statements of operations. The weighted average fair value on the date of grant of the Metaldyne options granted during 2001 was $3.80. There were no Metaldyne stock option grants in 2002 to TriMas employees.

17.    Segment Information

TriMas' reportable operating segments are business units, each providing their own unique products and services. Each operating segment is independently managed, requires different technology and marketing strategies and has separate financial information evaluated regularly by the Company's chief operating decision maker in determining resource allocation and assessing performance. TriMas has three operating segments involving the manufacture and sale of the following:

Cequent Transportation Accessories — Vehicle hitches and receivers, sway controls, weight distribution and 5th wheel hitches, hitch mounted accessories, roof racks, trailer couplers, winches, jacks, trailer brakes and lights and other vehicle and trailer accessories.

55

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

Rieke Packaging Systems — Closures and dispensing systems for steel and plastic industrial and consumer packaging applications.

Industrial Specialties — Large and small diameter standard and custom-designed ferrous, nonferrous and special alloy fasteners, and highly engineered specialty fasteners for the domestic and international aerospace industry. Flame-retardant facings and jacketing and insulation tapes used in conjunction with fiberglass insulation, pressure-sensitive specialty tape products, high-pressure and low-pressure cylinders for the transportation, storage and dispensing of compressed gases, metallic and nonmetallic industrial gaskets, specialty precision tools such as center drills, cutters, end mills, reamers, master gears, gages and punches, specialty engines and service parts and specialty ordnance components and weapon systems.

The Company uses Earnings (Operating Profit) Before Interest, Taxes, Depreciation and Amortization ("EBITDA") as an indicator of operating performance and as a measure of cash generating capabilities. EBITDA is one of the primary measures used by management to evaluate performance. Legacy stock award expense represents a contractual obligation from the November 2000 acquisition which will run off completely in 2003. For purposes of this note, operating net assets is defined as total assets less current liabilities.

Operating net assets for 2001 and 2000 reflect the sale of TriMas' accounts receivable through the securitization agreement with MTSPC.

Segment activity is as follows:

				(In thousands)
				2002				2001				2000 SP				2000 LP
Net Sales
Cequent Transportation Accessories				$	282,400			$	264,680			$	15,390			$	265,560
Rieke Packaging Systems					109,050				105,250				7,680				100,470
Industrial Specialties					342,130				362,510				27,570				373,560
Total				$	733,580			$	732,440			$	50,640			$	739,590
Operating profit
Cequent Transportation Accessories				$	31,880			$	24,870			$	(170	)		$	34,570
Rieke Packaging Systems					27,000				21,640				1,020				25,030
Industrial Specialties					24,860				31,650				570				42,670
Other Corporate expenses and Management fees					(12,360	)			(7,280	)			(470	)			(6,970	)
Legacy stock award expense					(4,240	)			(3,200	)			—				(770	)
Total				$	67,140			$	67,680			$	950			$	94,530
EBITDA
Cequent Transportation Accessories				$	44,520			$	42,820			$	1,290			$	44,960
Rieke Packaging Systems					35,190				33,930				2,180				33,570
Industrial Specialties					42,750				55,080				2,490				62,060
Other Corporate expenses and Management fees					(12,210	)			(7,170	)			(470	)			(6,890	)
Legacy stock award expense					(4,240	)			(3,200	)			—				(770	)
Total				$	106,010			$	121,460			$	5,490			$	132,930

56

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

FINANCIAL SUMMARY BY SEGMENT:

				(In thousands) December 31,
				2002				2001				2000
Operating Net Assets
Cequent Transportation Accessories				$	394,070			$	385,430			$	417,080
Rieke Packaging Systems					337,210				311,920				306,850
Industrial Specialties					416,640				440,770				470,340
Corporate					132,280				(4,470	)			12,630
Total				$	1,280,200			$	1,133,650			$	1,206,900
Capital Expenditures
Cequent Transportation Accessories				$	12,320			$	5,350			$	9,470
Rieke Packaging Systems					10,720				3,730				6,640
Industrial Specialties					8,650				9,610				6,690
Corporate					450				—				—
Total				$	32,140			$	18,690			$	22,800

				(In thousands)
				2002				2001				2000 SP				2000 LP
Depreciation and Amortization
Cequent Transportation Accessories				$	12,640			$	17,970			$	1,460			$	10,390
Rieke Packaging Systems					8,190				12,330				1,160				8,540
Industrial Specialties					17,890				23,480				1,920				19,390
Corporate					150				—				—				80
Total				$	38,870			$	53,780			$	4,540			$	38,400

The Company's export sales approximated $36.5 million, $55.8 million and $53.9 million in 2002, 2001, and 2000, respectively.

The following table presents the TriMas non-United States revenues for each of the years ended December 31 and operating net assets at each year ended December 31, attributed to each subsidiary's continent of domicile. There was no single non-US country for which revenue and net assets were material to the combined revenues and net assets of TriMas taken as a whole.

				2002								(In thousands) 2001								2000
				Sales				Operating Net Assets				Sales				Operating Net Assets				Sales				Operating Net Assets
Europe				$	39,000			$	83,000			$	37,000			$	63,000			$	38,000			$	66,000
Australia					29,000				26,000				22,000				23,000				23,000				27,000
Other North America					31,000				27,000				33,000				13,000				33,000				17,000
Total non-US				$	99,000			$	136,000			$	92,000			$	99,000			$	94,000			$	110,000

57

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

18.    Income Taxes

				(In thousands)
				2002				2001				2000 SP				2000 LP
Income (loss) before income tax expense (credit):
Domestic				$	(16,380	)		$	(17,550	)		$	(5,170	)		$	29,360
Foreign					19,500				8,100				(80	)			12,830
				$	3,120			$	(9,450	)		$	(5,250	)		$	42,190
Income tax expense (credit):
Current payable (refundable):
Federal				$	3,390			$	(10,080	)		$	(4,100	)		$	9,650
State and local					600				490				270				710
Foreign					5,460				2,650				(20	)			4,330
Deferred:
Federal					(9,070	)			7,880				2,410				5,400
Foreign					1,870				930				340				820
				$	2,250			$	1,870			$	(1,100	)		$	20,910

The components of deferred taxes at December 31, 2002 and 2001 are as follows:

				(In thousands)
				2002				2001
Deferred tax assets:
Inventories				$	2,500			$	1,800
Accounts receivable					1,750				1,610
Accrued liabilities and other long-term liabilities					14,330				580
Net operating loss					11,380				—
Deferred tax liabilities:
Property and equipment					(54,880	)			(52,800	)
Intangible assets					(107,750	)			(110,100	)
Other, principally investments					(4,960	)			—
Net deferred tax liability				$	(137,630	)		$	(158,910	)

58

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

The following is a reconciliation of tax computed at the U.S. federal statutory rate to income tax expense (credit) allocated to income (loss) before income taxes:

				(In thousands)
				2002				2001				2000 SP				2000 LP
U.S. federal statutory rate					35	%			35	%			35	%			35	%
Tax at U.S. federal statutory rate				$	1,090			$	(3,310	)		$	(1,830	)		$	14,770
State and local taxes, net of federal tax benefit					390				330				170				460
Higher effective foreign tax rate					500				750				350				660
Amortization in excess of tax, net					—				3,920				200				4,850
Other, net					270				180				10				170
Income tax expense (credit)				$	2,250			$	1,870			$	(1,100	)		$	20,910

As a result of the common stock issuance and related financing transactions that occurred on June 6, 2002, the Company will no longer file a consolidated return with Metaldyne and its subsidiaries for U.S. Federal income tax purposes after such date. Under the terms of the TriMas stock purchase agreement, the income of the Company through June 6, 2002 (inclusive of interest push-down) will be absorbed by the Metaldyne and subsidiaries consolidated loss and the Company is not required to reimburse Metaldyne. The current federal tax provision of $3.4 million approximates this amount.

As of December 31, 2002, the Company has unused U.S. net operating losses ("NOL") carryforwards of approximately $32.5 million which expire in 2022. This amount includes a Federal NOL of approximately $21.3 million generated by TriMas for the period June 7 through December 31, 2002 and $10.8 million of the Metaldyne and subsidiaries consolidated NOL that is required to be allocated to the Company under the Internal Revenue Code and used on the Company's own separately filed Federal tax returns. The Company is required to reimburse Metaldyne for the utilization of the $10.8 million NOL as it occurs.

At December 31, 2002, the Company has not made a provision for U.S. or additional foreign withholding taxes on approximately $57.5 million of undistributed earnings of foreign subsidiaries since the Company intends to permanently reinvest those earnings. Generally, such earnings become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. It is not practicable to estimate the amount of deferred tax liability on such undistributed earnings.

Tax expense for the period January 1, 2002 through December 31, 2002 is shown before the change in recognition and measurement of goodwill impairment of $36.6 million, for which no tax benefit is available.

In 2001 and prior years, the Company's results of operations were included in Metaldyne's consolidated income tax returns and the provision for income tax expense has been calculated on a separate return basis. The deferred tax provision was determined under the asset and liability method. Deferred tax assets and liabilities were recognized based on differences between the book and tax basis of assets and liabilities using current enacted tax rates. The provision for income taxes was the sum of the amount of tax paid or payable for the year as determined by applying the provisions of enacted tax laws to the taxable income for that year and the net change during the year in the Company's deferred tax assets and liabilities.

Liabilities for U.S. federal and state income taxes for periods prior to June 6, 2002 were payable to Metaldyne. Cash taxes paid with respect to foreign jurisdictions were: $3.3 million in 2002; $3.5 million in 2001; and $4.5 million in 2000 LP. There were no cash taxes paid with respect to foreign jurisdictions in 2000 SP.

59

TRIMAS CORPORATION

NOTES TO FINANCIAL STATEMENTS —(continued)

19.    Summary Quarterly Financial Data (unaudited, in thousands)

				For the year ended December 31, 2002
				Post-Acquisition Basis
				First Quarter				Second Quarter				Third Quarter				Fourth Quarter
Net sales				$	190,940			$	201,290			$	181,910			$	159,440
Gross profit					55,560				62,740				26,660				36,270
Income (loss) before cumulative effect of change in accounting principle					3,550				6,350				(4,160	)			(4,870	)
Net income (loss)					(33,080	)			6,350				(4,160	)			(4,870	)

				For the year ended December 31, 2001
				Post-Acquisition Basis
				First Quarter				Second Quarter				Third Quarter				Fourth Quarter
Net sales				$	199,690			$	196,350			$	178,970			$	157,430
Gross profit					53,170				51,900				45,120				38,940
Net income (loss)					380				(1,520	)			(3,360	)			(6,820	)

				For the year ended December 31, 2000
				Pre-Acquisition Basis																Post- Acquisition Basis
				First Quarter				Second Quarter				Third Quarter				October 1- November 27, 2000				November 28- December 31, 2000
Net sales				$	218,030			$	217,760			$	191,220			$	112,580			$	50,640
Gross profit					67,910				65,570				51,810				29,900				13,340
Net income (loss)					9,510				8,780				4,010				(1,020	)			(4,150	)

20.    Supplemental Guarantor Condensed Combining and Consolidating Financial Information

Under an indenture dated June 6, 2002, TriMas Corporation, the parent company ("Parent"), issued 9 7/8% Senior Subordinated Notes due 2012 in a total principal amount of $437.8 million (face value). These Notes are guaranteed by substantially all of the Company's domestic subsidiaries ("Guarantor Subsidiaries"). All of the Guarantor Subsidiaries are 100% owned by the Parent and their guarantee is full, unconditional, joint and several. The Company's non-domestic subsidiaries and TSPC, Inc. have not guaranteed the Notes ("Non-Guarantor Subsidiaries"). The Guarantor Subsidiaries have also guaranteed amounts outstanding under the Company's Credit Facility.

The accompanying supplemental guarantor condensed, combining or consolidating financial information is presented on the equity method of accounting for all periods presented. Under this method, investments in subsidiaries are recorded at cost and adjusted for the Company's share in the subsidiaries' cumulative results of operations, capital contributions and distributions and other changes in equity. Elimination entries relate primarily to the elimination of investments in subsidiaries and associated intercompany balances and transactions.

Prior to June 6, 2002, the Parent held equity investments directly in certain of the Company's wholly-owned Non-Guarantor Subsidiaries, and equity in these investees is included in the Parent column of the accompanying condensed combining financial information for all periods presented. Subsequent to June 6, 2002, all investments in non-domestic subsidiaries are held directly at TriMas Company LLC, a wholly-owned subsidiary of TriMas Corporation and Guarantor Subsidiary, and equity in non-domestic subsidiary investees for all periods subsequent to June 30, 2002 is included in the Guarantor Subsidiary column of the accompanying consolidating financial information.

60

TRIMAS CORPORATION
    
NOTES TO FINANCIAL STATEMENTS
(continued)

SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
CONSOLIDATING BALANCE SHEET
(In thousands)

				Post-Acquisition Basis As of December 31, 2002
				Parent				Guarantors				Non- Guarantors				Eliminations				Consolidated Total
ASSETS
Current assets:
Cash and cash equivalents				$	—			$	86,570			$	13,870			$	—			$	100,440
Receivables, trade					60				77,760				17,760				—				95,580
Receivables, intercompany					—				6,030				6,120				(12,150	)			—
Inventories					—				79,720				11,690				—				91,410
Deferred income taxes					—				18,290				—				—				18,290
Prepaid expenses and other					—				8,900				910				—				9,810
Total current assets					60				277,270				50,350				(12,150	)			315,530
Investments in subsidiaries					808,620				128,830				—				(937,450	)			—
Property and equipment, net					—				204,130				30,860				—				234,990
Excess of cost over net assets of acquired companies					—				437,590				74,250				—				511,840
Intangibles and other assets					17,710				327,470				3,230				—				348,410
Total assets				$	826,390			$	1,375,290			$	158,690			$	(949,600	)		$	1,410,770
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities, long-term debt				$	—			$	2,990			$	—			$	—			$	2,990
Accounts payable, trade					440				40,090				13,950				—				54,480
Accounts payable, intercompany					—				6,120				6,030				(12,150	)			—
Accrued liabilities					1,950				56,970				4,220				—				63,140
Due to Metaldyne					—				9,960				—				—				9,960
Total current liabilities					2,390				116,130				24,200				(12,150	)			130,570
Long-term debt					435,950				257,240				—				—				693,190
Deferred income taxes					—				150,560				5,360				—				155,920
Other long-term liabilities					—				30,780				300				—				31,080
Due to Metaldyne					—				11,960				—				—				11,960
Total liabilities					438,340				566,670				29,860				(12,150	)			1,022,720
Total shareholders' equity					388,050				808,620				128,830				(937,450	)			388,050
Total liabilities and shareholders' equity				$	826,390			$	1,375,290			$	158,690			$	(949,600	)		$	1,410,770

61

TRIMAS CORPORATION
    
NOTES TO FINANCIAL STATEMENTS
(continued)

SUPPLEMENTAL GUARANTOR CONDENSED COMBINED
FINANCIAL STATEMENTS
COMBINING BALANCE SHEET
(In thousands)

				Post-Acquisition Basis As of December 31, 2001
				Parent				Guarantors				Non- Guarantors				Eliminations				Combined Total
ASSETS
Current assets:
Cash and cash equivalents				$	—			$	1,940			$	1,840			$	—			$	3,780
Receivables, trade					—				19,250				14,990				—				34,240
Receivable, intercompany					—				1,730				2,200				(3,930	)			—
Inventories					—				85,720				11,090				—				96,810
Deferred income taxes					—				10,870				—				—				10,870
Prepaid expenses and other assets					—				4,810				1,360				—				6,170
Total current assets					—				124,320				31,480				(3,930	)			151,870
Investment in subsidiaries					521,000				43,000				—				(564,000	)			—
Property and equipment, net					—				228,010				26,370				—				254,380
Excess of cost over net assets of acquired companies					—				476,220				65,650				—				541,870
Intangibles and other assets					—				314,100				3,520				—				317,620
Total assets				$	521,000			$	1,185,650			$	127,020			$	(567,930	)		$	1,265,740
LIABILITIES AND METALDYNE CORPORATION NET INVESTMENT AND ADVANCES
Current liabilities:
Current maturities, long-term debt				$	—			$	28,900			$	—			$	—			$	28,900
Accounts payable, trade					—				38,100				8,900				—				47,000
Accounts payable, intercompany					—				2,200				1,730				(3,930	)			—
Accrued liabilities					—				51,130				5,060				—				56,190
Total current liabilities					—				120,330				15,690				(3,930	)			132,090
Long-term debt					—				411,860				—				—				411,860
Deferred income taxes					—				166,010				3,770				—				169,780
Other long-term liabilities					—				30,470				540				—				31,010
Total liabilities					—				728,670				20,000				(3,930	)			744,740
Metaldyne Corporation net investment and advances					521,000				456,980				107,020				(564,000	)			521,000
Total liabilities and Metaldyne Corporation net investment and advances				$	521,000			$	1,185,650			$	127,020			$	(567,930	)		$	1,265,740

62

TRIMAS CORPORATION
    
NOTES TO FINANCIAL STATEMENTS
(continued)

SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
CONSOLIDATING STATEMENT OF OPERATIONS
(In thousands)

				Post-Acquisition Basis For the Year Ended December 31, 2002
				Parent				Guarantors				Non- Guarantors				Eliminations				Consolidated Total
Net sales				$	—			$	650,310			$	99,410			$	(16,140	)		$	733,580
Cost of sales					—				(499,450	)			(69,040	)			16,140				(552,350	)
Gross profit					—				150,860				30,370				—				181,230
Selling, general and administrative expenses					(340	)			(101,850	)			(11,900	)			—				(114,090	)
Operating profit					(340	)			49,010				18,470				—				67,140
Other income (expense), net:
Interest expense					(21,300	)			(37,010	)			(1,700	)			—				(60,010	)
Other, net					(2,110	)			(4,260	)			2,360				—				(4,010	)
Income (loss) before income tax (expense) credit, equity in net income of subsidiaries, and cumulative effect of change in accounting principle					(23,750	)			7,740				19,130				—				3,120
Income tax (expense) credit					—				5,080				(7,330	)			—				(2,250	)
Equity in net income (loss) of subsidiaries					(12,010	)			14,120				—				(2,110	)			—
Income (loss) before cumulative effect of change in accounting principle					(35,760	)			26,940				11,800				(2,110	)			870
Cumulative effect of change in accounting principle					—				(36,630	)			—				—				(36,630	)
Net income (loss)				$	(35,760	)		$	(9,690	)		$	11,800			$	(2,110	)		$	(35,760	)

63

TRIMAS CORPORATION
    
NOTES TO FINANCIAL STATEMENTS
(continued)

SUPPLEMENTAL GUARANTOR CONDENSED COMBINED
FINANCIAL STATEMENTS
COMBINING STATEMENT OF OPERATIONS
(In thousands)

				Post-Acquisition Basis For the Year Ended December 31, 2001
				Parent				Guarantors				Non- Guarantors				Eliminations				Combined Total
Net sales				$	—			$	658,680			$	91,730			$	(17,970	)		$	732,440
Cost of sales					—				(496,620	)			(64,660	)			17,970				(543,310	)
Gross profit					—				162,060				27,070				—				189,130
Selling, general and administrative expenses					—				(106,950	)			(14,500	)			—				(121,450	)
Operating profit					—				55,110				12,570				—				67,680
Other income (expense), net:
Interest expense					—				(71,450	)			(1,680	)			—				(73,130	)
Other, net					—				(4,150	)			150				—				(4,000	)
Income (loss) before income tax (expense) credit and equity in net income (loss) of subsidiaries					—				(20,490	)			11,040				—				(9,450	)
Income tax (expense) credit					—				2,590				(4,460	)			—				(1,870	)
Equity in net income (loss) of subsidiaries					(11,320	)			3,590				—				7,730				—
Net income (loss)				$	(11,320	)		$	(14,310	)		$	6,580			$	7,730			$	(11,320	)

64

TRIMAS CORPORATION
    
NOTES TO FINANCIAL STATEMENTS
(continued)

SUPPLEMENTAL GUARANTOR CONDENSED COMBINED
FINANCIAL STATEMENTS
COMBINING STATEMENT OF OPERATIONS
(In thousands)

				Post-Acquisition Basis For the period November 28, 2000 - December 31, 2000
				Parent				Guarantors				Non- Guarantors				Eliminations				Combined Total
Net sales				$	—			$	45,030			$	10,530			$	(4,920	)		$	50,640
Cost of sales					—				(33,890	)			(8,330	)			4,920				(37,300	)
Gross profit					—				11,140				2,200				—				13,340
Selling, general and administrative expenses					—				(10,940	)			(1,450	)			—				(12,390	)
Operating profit					—				200				750				—				950
Other income (expense), net:
Interest expense					—				(4,820	)			(180	)			—				(5,000	)
Other, net					—				(110	)			(1,090	)			—				(1,200	)
Income (loss) before income tax (expense) credit and equity in net income (loss) of subsidiaries					—				(4,730	)			(520	)			—				(5,250	)
Income tax (expense) credit					—				1,190				(90	)			—				1,100
Equity in net income (loss) of subsidiaries					(4,150	)			40				—				4,110				—
Net income (loss)				$	(4,150	)		$	(3,500	)		$	(610	)		$	4,110			$	(4,150	)

65

TRIMAS CORPORATION
    
NOTES TO FINANCIAL STATEMENTS
(continued)

SUPPLEMENTAL GUARANTOR CONDENSED COMBINED
FINANCIAL STATEMENTS
COMBINING STATEMENT OF OPERATIONS
(In thousands)

				Pre-Acquisition Basis For the Period January 1, 2000 - November 27, 2000
				Parent				Guarantors				Non- Guarantors				Eliminations				Combined Total
Net sales				$	—			$	667,060			$	83,770			$	(11,240	)		$	739,590
Cost of sales					—				(480,990	)			(54,650	)			11,240				(524,400	)
Gross profit					—				186,070				29,120				—				215,190
Selling, general and administrative expenses					—				(106,290	)			(14,370	)			—				(120,660	)
Operating profit					—				79,780				14,750				—				94,530
Other income (expense), net:
Interest expense					—				(53,230	)			(2,160	)			—				(55,390	)
Other, net					—				2,830				220				—				3,050
Income before income tax expense and equity in net income of subsidiaries					—				29,380				12,810				—				42,190
Income tax expense					—				15,600				5,310				—				20,910
Equity in net income of subsidiaries					21,280				4,650				—				(25,930	)			—
Net income (loss)				$	21,280			$	18,430			$	7,500			$	(25,930	)		$	21,280

66

TRIMAS CORPORATION
    
NOTES TO FINANCIAL STATEMENTS
(continued)

SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
CONSOLIDATING STATEMENT OF CASH FLOWS
(In thousands)

				For the Year Ended December 31, 2002
				Parent				Guarantors				Non- Guarantors				Eliminations				Consolidated Total
Operating Activities:
Net cash provided by (used for) operating activities				$	(20,270	)		$	(21,410	)		$	16,570			$	—			$	(25,110	)
Investing Activities:
Capital expenditures					—				(27,510	)			(4,630	)			—				(32,140	)
Acquisition of a business, net of cash acquired					—				(1,920	)			—				—				(1,920	)
Investment in HammerBlow					—				(9,000	)			—				—				(9,000	)
Proceeds from sale of fixed assets					—				5,720				—				—				5,720
Other, net					—				100				—				—				100
Net cash used for investing activities					—				(32,610	)			(4,630	)			—				(37,240	)
Financing Activities:
Net proceeds from issuance of common stock					259,730				—				—				—				259,730
Increase in debt					435,850				260,000				—				—				695,850
Debt issuance costs					(18,760	)			(13,160	)			—				—				(31,920	)
Payment of debt					—				(441,560	)			—				—				(441,560	)
Dividend to Metaldyne Corporation					(338,080	)			—				—				—				(338,080	)
Intercompany transfers (to) from subsidiary					(260,790	)			260,790				—				—				—
Net increase (decrease) in Metaldyne Corporation net investments and advances					(57,680	)			72,580				90				—				14,990
Net cash provided by financing activities					20,270				138,650				90				—				159,010
Cash and Cash Equivalents
Increase (decrease) for the period					—				84,630				12,030				—				96,660
At beginning of period					—				1,940				1,840				—				3,780
At end of period				$	—			$	86,570			$	13,870			$	—			$	100,440

67

TRIMAS CORPORATION
    
NOTES TO FINANCIAL STATEMENTS
(continued)

SUPPLEMENTAL GUARANTOR CONDENSED COMBINED
FINANCIAL STATEMENTS
COMBINING STATEMENT OF CASH FLOWS
(In thousands)

				Post-Acquisition Basis For the Year Ended December 31, 2001
				Parent				Guarantors				Non- Guarantors				Eliminations				Combined Total
Operating Activities:
Net cash provided by operating activities				$	—			$	63,000			$	12,980			$	—			$	75,980
Investing Activities:
Capital expenditures					—				(15,990	)			(2,700	)			—				(18,690	)
Proceeds from sale of fixed assets					—				6,000				780				—				6,780
Other, net					—				(710	)			—				—				(710	)
Net cash used for investing activities					—				(10,700	)			(1,920	)			—				(12,620	)
Financing Activities:
Payment of debt					—				(20,410	)			(11,750	)			—				(32,160	)
Net decrease in Metaldyne Corporation net investment and advances					—				(31,410	)			(3,070	)			—				(34,480	)
Net cash used for financing activities					—				(51,820	)			(14,820	)			—				(66,640	)
Cash and Cash Equivalents
Increase (decrease) for the period					—				480				(3,760	)			—				(3,280	)
At beginning of period					—				1,460				5,600				—				7,060
At end of period				$	—			$	1,940			$	1,840			$	—			$	3,780

68

TRIMAS CORPORATION
    
NOTES TO FINANCIAL STATEMENTS
(continued)

SUPPLEMENTAL GUARANTOR CONDENSED COMBINED
FINANCIAL STATEMENTS
COMBINING STATEMENT OF CASH FLOWS
(In thousands)

				Post-Acquisition Basis For the Period November 28, 2000 - December 31, 2000
				Parent				Guarantors				Non- Guarantors				Eliminations				Combined Total
Operating Activities:
Net cash provided by (used for) operating activities				$	—			$	21,190			$	(2,480	)		$	—			$	18,710
Investing Activities:
Capital expenditures					—				(2,510	)			(750	)			—				(3,260	)
Proceeds from sale of fixed assets					—				1,560				430				—				1,990
Other, net					—				(30	)			—				—				(30	)
Net cash used for investing activities					—				(980	)			(320	)			—				(1,300	)
Financing Activities:
Increase in debt					—				—				11,600				—				11,600
Net decrease in Metaldyne Corporation net investment and advances					—				(19,470	)			(8,920	)			—				(28,390	)
Net cash provided by (used for) financing activities					—				(19,470	)			2,680				—				(16,790	)
Cash and Cash Equivalents
Increase (decrease) for the period					—				740				(120	)			—				620
At beginning of period					—				720				5,720				—				6,440
At end of period				$	—			$	1,460			$	5,600			$	—			$	7,060

69

TRIMAS CORPORATION
    
NOTES TO FINANCIAL STATEMENTS
(continued)

SUPPLEMENTAL GUARANTOR CONDENSED COMBINED FINANCIAL
STATEMENTS
COMBINING STATEMENT OF CASH FLOWS
(In thousands)

				Pre-Acquisition Basis For the Period January 1, 2000 – November 27, 2000
				Parent				Guarantors				Non- Guarantors				Eliminations				Combined Total
Operating Activities:
Net cash provided by operating activities				$	—			$	93,130			$	20,300			$	—			$	113,430
Investing Activities:
Acquisition of a business, net of cash acquired					—				(21,130	)			—				—				(21,130	)
Capital expenditures					—				(14,840	)			(4,700	)			—				(19,540	)
Proceeds from notes receivables					—				1,550				—				—				1,550
Proceeds from sale of fixed assets					—				980				20				—				1,000
Other, net					—				—				1,510				—				1,510
Net cash used for investing activities					—				(33,440	)			(3,170	)			—				(36,610	)
Financing Activities:
Payment of debt					—				(26,880	)			(32,380	)			—				(59,260	)
Net increase (decrease) in Metaldyne Corporation net investments and advances					—				(35,210	)			11,670				—				(23,540	)
Net cash used for financing activities					—				(62,090	)			(20,710	)			—				(82,800	)
Cash and Cash Equivalents
Decrease for the period					—				(2,400	)			(3,580	)			—				(5,980	)
At beginning of period					—				3,120				9,300				—				12,420
At end of period				$	—			$	720			$	5,720			$	—			$	6,440

70

TRIMAS CORPORATION
    
NOTES TO FINANCIAL STATEMENTS
(concluded)

21.    Subsequent Events

On January 30, 2003, the Company acquired all of the capital stock of HammerBlow Acquisition Corp. ("HammerBlow"), a manufacturer and distributor of towing, trailer, and other vehicle accessories throughout North America, from 2000 Riverside Capital Appreciation Fund, L.P., and other stockholders of HammerBlow for a purchase price of approximately $142.5 million (less our previous investment of $9.0 million), subject to adjustment. Of this amount, $7.5 million of the purchase price is payable in January 2004. On a pro forma basis, to take into account its recent acquisitions, HammerBlow had annual sales of approximately $108.0 million for the twelve months ended November 30, 2002. The purchase includes The HammerBlow Corporation, Hidden Hitch, Tekonsha Towing Systems and SurePull Towing Systems.

On February 21, 2003, the Company acquired Highland Group Industries ("Highland") for approximately $70.5 million, subject to adjustment. Highland is a market-leading supplier of cargo management products and a full line supplier of vehicle protection products, specializing in products that help people safely load, anchor, secure, tow, carry, trailer, and organize cargo, as well as protect the vehicle and its cargo area. Highland had 2002 revenues of approximately $50.4 million.

It is not practicable to present balance sheet information for the businesses acquired, as described above, as the Company has not completed its initial purchase price allocation.

On March 6, 2003, the Company completed its registered exchange offer whereby the Company exchanged its $352.8 million aggregate principal amount of 9 7/8% senior subordinated notes due 2012 in exchange for a like amount of outstanding 9 7/8% senior subordinated notes due 2012. The Company's registration statement on Form S-4 was declared effective by the Commission on February 5, 2003. The exchange offer raised no new proceeds for the Company and was made in accordance with contractual commitments under the bond indenture dated June 6, 2002.

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Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not Applicable.

PART III

Item 10.    Directors and Executive Officers of the Registrant.

The following table sets forth certain information regarding our directors and executive officers.

Name				Age				Position
Samuel Valenti III					56			Chairman of the Board of Directors
Gary M. Banks					52			Director
Charles E. Becker					54			Director
Timothy D. Leuliette					53			Director
W. Gerald McConnell					38			Director
David A. Stockman					55			Director
Daniel P. Tredwell					44			Director
Grant H. Beard					42			President, Chief Executive Officer and Director
Todd R. Peters					40			Executive Vice President and Chief Financial Officer
Lynn Brooks					49			President, Rieke Packaging Systems
Scott Hazlett					46			President, Cequent Transportation Accessories

Metaldyne has the right to appoint an additional director who has not yet been identified.

Samuel Valenti III. Mr. Valenti was elected as Chairman of our board of directors in connection with the transactions and is a Senior Managing Director of Heartland Industrial Partners, L.P. He has been a director of Masco Capital Corporation since 1988. Mr. Valenti was formerly Vice President-Investments of Masco Corporation from May 1977 to October 1998. Mr. Valenti is also a director of Collins & Aikman Corporation and Metaldyne Corporation.

Gary M. Banks. Mr. Banks was elected as one of our directors in connection with the transactions and is a Senior Managing Director of Heartland Industrial Partners, L.P. He has served as a Director of Documentum, Inc. since March 1999 and served as Vice President and Chief Information Officer of Sithe Energies, an electricity generation trading company in New York, from October 1999 to May 2000. From August 1998 to July 1999, he was Vice President and Chief Information Officer for Xerox Corporation, a manufacturing company. From June 1992 to July 1998, Mr. Banks served as Director MIS for the agricultural division of Monsanto Inc., a life sciences company. Before joining Monsanto, he spent 15 years with Bristol-Myers Squibb Company, a pharmaceutical company. Mr. Banks is also a director of Metaldyne.

Charles E. Becker. Mr. Becker was elected as one of our directors in connection with the transactions. For over 25 years, through 1998, Mr. Becker was the CEO and co-owner of Becker Group, Inc., a global automotive interiors components supplier. Becker Group, Inc. was sold to Johnson Controls, Inc. in 1998. In January 1999, Mr. Becker re-acquired 10 North American plastic molding and tooling operations from Johnson Controls which subsequently became Becker Group, LLC. Mr. Becker is also the owner and chairman of Becker Ventures, LLC, which was established in 1998 to invest in a variety of business ventures, including the manufacturing, real estate and service industries. Mr. Becker is also a director of Metaldyne and Collins & Aikman Corporation.

Timothy D. Leuliette. Mr. Leuliette was elected as one of our directors in connection with the transactions and currently serves as Metaldyne's Chairman, President and Chief Executive Officer. He is the former Vice Chairman of Detroit Diesel Corp. and has spent 27 years in management of manufacturing and services businesses and in the investment of private capital. Mr. Leuliette joined the Penske Corporation as President & Chief Operating Officer in 1996 to address operational and strategic issues. From 1991 to 1996, Mr. Leuliette served as President & Chief Executive Officer of ITT Automotive. He also serves on a number of corporate and charitable boards, including serving as a

72

Chairman of The Federal Reserve of Chicago, Detroit Branch. Mr. Leuliette is a Senior Managing Director and one of the co-founders of Heartland Industrial Partners, L.P. Mr. Leuliette is also a director of Collins & Aikman Corporation.

W. Gerald McConnell. Mr. McConnell was elected as one of our directors in connection with the transactions. Mr. McConnell is a Senior Managing Director of Heartland Industrial Partners, L.P. Mr. McConnell was formerly a managing director at Deutsche Banc Alex. Brown (formerly Bankers Trust Co.), a banking firm, from 1997 until 1999. From 1991 until 1999, Mr. McConnell specialized in leveraged finance and financial sponsor coverage at Deutsche Banc Alex. Brown. Mr. McConnell is also a director of Collins & Aikman Corporation and Springs Industries, Inc.

David A. Stockman. Mr. Stockman was elected as one of our directors in connection with the transactions. He is a Senior Managing Director and the founder of Heartland Industrial Partners, L.P., a buyout firm, established in 1999, focused on industrial buyouts and buildups. Prior to founding Heartland, he was a senior managing director of The Blackstone Group L.P. and had been with Blackstone since 1988. Mr. Stockman is also a director of Collins & Aikman Corporation, Metaldyne Corporation and Springs Industries, Inc.

Daniel P. Tredwell. Mr. Tredwell was elected as one of our directors in connection with the transactions. Mr. Tredwell is a Senior Managing Director and one of the co-founders of Heartland Industrial Partners, L.P. He has more than a decade of leveraged financing experience. Mr. Tredwell served as a Managing Director at Chase Securities Inc. and had been with Chase Securities since 1985. Mr. Tredwell is also a director of Collins & Aikman Corporation, Metaldyne Corporation and Springs Industries, Inc.

Grant H. Beard. Mr. Beard was appointed as our President and Chief Executive Officer in March 2001 and was appointed as one of our directors in connection with the transactions. From August 2000 to March 2001, Mr. Beard was president, Chief Executive Officer and Chairman of HealthMedia, Inc. From January 1996 to August 2000, he was President of the Preferred Technical Group of Dana Corporation, a manufacturer of tubular fluid routing products sold to vehicle manufacturers. He has also served as Vice President of Sales, Marketing and Corporate Development for Echlin, Inc., before the acquisition of Echlin by Dana in late 1998. Mr. Beard has experience at two private equity/merchant banking groups, Anderson Group and Oxford Investment Group, where he was actively involved in corporate development, strategy and operations management.

Todd R. Peters. Mr. Peters was appointed as our Executive Vice President and Chief Financial Officer in connection with the transactions. From March 2001 to June 2002, Mr. Peters was our Vice President of Finance. From July, 1998 to March 2001, Mr. Peters held various senior financial and operational roles at Dana Corporation. He also served as the Vice President of Finance for Echlin Inc.'s Fluid Systems group from December 1994 to July 1998. Mr. Peters is a Certified Public Accountant and has held various roles at PricewaterhouseCoopers serving multi-national, industrial manufacturing clients, both public and private.

Lynn Brooks. Mr. Brooks has been President of Rieke Packaging Systems since July, 1996. He joined Rieke in May, 1978. Prior to his current position, his responsibilities at Rieke included Assistant Controller, Corporate Controller, and Vice President-General Manager of Rieke. Before joining Metaldyne, he served with Ernst & Young in the Toledo, Ohio and Fort Wayne, Indiana offices.

Scott Hazlett. Mr. Hazlett joined us in August, 2001, prior to which he was president of an internet based strategic sourcing start-up company that was wound-up pursuant to an assignment of assets for the benefit of its creditors. Mr. Hazlett previously held senior management positions from 1995 to 2000 with Case Corporation and CNH Global (Case-New Holland), a global manufacturer of agricultural and construction equipment, including Senior Vice-President, Global Aftersales for CNH, where he was accountable for the post-merger world-wide agricultural customer support and parts businesses; Vice-President-General Manager, of Case's North American aftermarket parts business, and General Manager, North American retail operations. Prior to joining Case Corporation in 1995, Mr. Hazlett held plant management and multi-plant business unit general management assignments in the paper industry with James River Corporation. He held command and staff positions in the U.S. military from 1981-1990, serving in Europe, and on the staff and faculty at the United States Military Academy at West Point.

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Committees of the Board of Directors. We presently have executive, audit and compensation committees.

Item 11.    Executive Compensation

Summary compensation

The following table summarizes the annual and long-term compensation paid to those persons who, on such basis, would have been our five most highly paid executive officers for 2002. All of the individuals in the table are referred to collectively as the "named executive officers."

				Annual Compensation
Name and Principal Position				Year				Salary				Bonus(1)				Securities Underlying Options(2)				LTIP Payouts				All Other Compensation(3)
Grant H. Beard, President					2002			$	663,600			$	750,000				153,075				—				—
Todd R. Peters, Executive Vice President and Chief Financial Officer					2002			$	320,600			$	204,000				45,922				—				—
Lynn Brooks, President, Rieke Packaging Systems(4)					2002			$	291,200			$	181,700				45,922			$	215,300				—
Scott Hazlett, President, Cequent Transportation Accessories					2002			$	270,400			$	201,100				45,922				—				—
David Woodley, President, Industrial Specialties(5)					2002			$	131,500			$	147,500				—				—				—

(1)	Bonuses are paid in the year subsequent to when they are earned.

(2)

Represents options to purchase Metaldyne common stock granted under the Metaldyne 2001 Long-Term Equity Incentive Plan during 2001. See the discussion of these options below under the heading "Option Grants in Last Fiscal Year." Options grants under the 2002 Long Term Equity Incentive Plan for the year 2002 will be made in the year subsequent to which they are earned.

(3)	Officers may receive certain perquisites and personal benefits, the dollar amounts of which are below current Commission thresholds for reporting requirements for Messrs. Beard, Peters, Brooks, Hazlett and Woodley.

(4)	Mr. Brooks has an additional 31,867 restricted share awards of Metaldyne that vest evenly in January 2003 and 2004. The aggregate value of the unvested restricted shares is approximately $538,500 (using the $16.90 per share cash price paid in the Heartland acquisition of Metaldyne).

(5)	Mr. Woodley resigned as our President, Industrial Specialties, in June 2002. During 2002, he received severance payments of $147,500 in connection with his departure. He will receive additional aggregate severance of $102,500 over the first two quarters of 2003.

Option Grants in Last Fiscal Year

Certain of our executive officers received options to purchase Metaldyne common stock in 2001 as a portion of their compensation as Metaldyne employees. Each vested option will be converted into options to purchase TriMas common stock and the unvested options were canceled. In addition, appropriate adjustments will be made to the Metaldyne options when they are converted into TriMas options. See Item 13, "Certain Relationships and Related Transactions — Stock Purchase Agreement — Employee Matters." The table below shows the option grants in 2001.

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Name				Number of Securities Underlying Options Granted(1)				Percent of Total Options/SARs Granted to Employees in Fiscal Year				Exercise Price Per Share				Expiration Date				Grant Date Present Value*
Grant H. Beard					153,075				5.3	%		$	16.90				3/8/2011				N.M.
Todd R. Peters					45,922				1.6	%		$	16.90				4/1/2011				N.M.
Lynn Brooks					45,922				1.6	%		$	16.90				3/8/2011				N.M.
Scott Hazlett					45,922				1.6	%		$	16.90				9/1/2011				N.M.
David Woodley(2)					45,922				1.6	%		$	16.90				10/1/2011				N.M.

*	The present value of the options as of their grant date is not presented as it is not meaningful in the context of Metaldyne's common stock being privately held.

(1)	Each vested option to purchase shares of Metaldyne common stock will be canceled and replaced with options to purchase our common stock under the 2002 TriMas Corporation Long Term Equity Incentive Plan.

(2)	Mr. Woodley resigned as our President, Industrial Specialties, in June 2002, at which time his options were cancelled.

Option Exercises and Year-End Option Value

No options were exercised in 2002 by any of the named executive officers.

Pension Plans

The executive officers participate in pension plans maintained by us for certain of our salaried employees. The following table shows estimated annual retirement benefits payable for life at age 65 for various levels of compensation and service under these plans.

				Years of Service
Remuneration(1)				5				10				15				20				25				30
$100,000				$	5,645			$	11,290			$	16,935			$	22,580			$	28,225			$	33,870
200,000					11,290				22,580				33,870				45,161				56,451				67,741
300,000					16,935				33,870				50,806				67,741				84,676				101,611
400,000					22,580				45,161				67,741				90,321				112,902				135,482
500,000					28,225				56,451				84,676				112,902				141,127				169,352
600,000					33,870				67,741				101,611				135,482				169,352				203,223
700,000					39,516				79,031				118,547				158,062				197,578				237,093
800,000					45,160				90,321				135,482				180,643				225,803				270,964

(1)	For purposes of determining benefits payable, remuneration in general is equal to the average of the highest five consecutive January 1 annual base salary rates paid by us prior to retirement.

(2)

Vesting occurs after five full years of employment. The benefit amounts set forth in the table above have been converted from the plans' calculated five-year certain and life benefit and are not subject to reduction for social security benefits or for other offsets, except to the extent that pension or equivalent benefits are payable under a Masco Corporation plan. The table does not depict Code limitations on tax-qualified plans because one of our plans is a non-qualified plan established to restore for certain salaried employees (including certain of the named executive officers) benefits that are not otherwise limited by the Code. Approximate years of credited service for the named executive officers are: Mr. Beard -1; Mr. Brooks -23 and Mr. Peters -1. In connection with the transactions, the liability under this plan was retained by Metaldyne. We established defined contribution plans effective January 1, 2003.

Under the Metaldyne Supplemental Executive Retirement Plan, certain of our officers and other key executives may receive retirement benefits in addition to those provided under our other retirement plans. Each participant is to receive annually upon retirement on or after age 65, an amount which, when combined with benefits from our other retirement plans (and, for most participants, any retirement benefits payable by reason of employment by prior employers) equals up to 60 percent of the average of the participant's highest three years' cash compensation received from us (base salary and regular year-end cash bonus or equivalent estimates where cash compensation has been reduced by agreement with us). A disability benefit is payable to a participant who has been employed at least two years and becomes disabled. Participants who terminate with more than five years' service before age 65 become entitled to receive a benefit adjusted by an age-and-service vesting schedule that provides for no more

75

than 50 percent vesting upon attainment of age 50 and 100 percent vesting no earlier than age 60, with provision for an additional 20 points of vesting (not to exceed 100 percent in total) should termination by us without cause occur prior to age 65. Such vested benefit is not payable until age 65 and is subject to offset for amounts earned from prior or future employers. A surviving spouse will receive reduced benefits upon the participant's death. A participant and his (or her) surviving spouse may also receive supplemental medical benefits. The plan is unfunded, except that accelerated payment on a present value basis is mandatory following a change of control.

In connection with the transactions, as of June 6, 2002 the Metaldyne pension plans were curtailed with respect to our employees. Service and salary continued to accrue for our employees for benefit purposes until December 31, 2002. Effective January 1, 2003, we implemented a defined contribution profit sharing plan, including a Supplemental Executive Retirement Plan for key officers.

Long Term Equity Incentive Plan

We have an equity incentive plan, referred to as the 2002 Long Term Equity Incentive Plan, for our employees, directors and consultants. It is intended to provide incentives to attract, retain and motivate employees, consultants and directors in order to achieve our long-term growth and profitability objectives. The plan provides for the grant to eligible employees, consultants and directors of stock options, stock appreciation rights, restricted shares, restricted share units payable in shares of common stock or cash, performance shares, performance units, dividend equivalents and other stock-based awards. The plan is administered by the compensation committee of the board of directors, which will have the authority to select persons to whom awards will be granted, the types of awards to be granted and the terms and conditions of the individual awards. Stock options granted under the plan vest over a period of years and are not exercisable prior to certain liquidity events specified in applicable awards agreements. Our employees who have Metaldyne vested options will receive TriMas options, subject to adjustments, in substitution for those options.

Employment Agreements

We have agreed to enter into, subject to the approval of our board of directors which we expect to receive in early April 2003, employment agreements with Messrs. Beard, Peters, Brooks and Hazlett. Each such employment agreement states that the employee shall devote his full business time and efforts to the performance of his duties and responsibilities.

Mr. Beard's employment agreement provides that he will serve as our President and Chief Executive Officer and will receive an annual salary of $750,000 and be eligible to receive a bonus up to 100% of base salary. Mr. Peters' employment agreement provides that he will serve as our Executive Vice President and Chief Financial Officer and will receive an annual salary of $340,000 and will participate in our bonus plan. Mr. Brooks' employment agreement provides that he will serve as our Group President and will receive a salary of $291,200 and will participate in our bonus plan. Mr. Hazlett's employment agreement provides that he will serve as our Group President and will receive a salary of $290,000 and will participate in our bonus plan. Mr. Beard's agreement terminates on December 31, 2006 and is automatically renewable for successive one-year terms unless notice is given 30 days prior to the end of the term. Messrs. Peters', Brooks' and Hazlett's employment agreements each expire on December 31, 2004 and each is automatically renewable for successive one-year terms unless notice is given 30 days prior to the end of the term.

Each employment agreement provides the executive with certain benefits, including participation in the planned 2002 Long Term Equity Incentive Plan. Each agreement provides that we may, without cause, and the employee may, for good reason, terminate the agreement such that the employee, other than Mr. Beard, would receive two years' continued base salary, a bonus equal to two times his target bonus opportunity for a 12-month period, pro-rated bonus for the year termination occurs and continued benefits for up to 24 months. Mr. Beard would receive 30 months' continued base salary, a bonus equal to the highest of the previous five years' bonus award payable over 30 months and continued benefits for 30 months. Each agreement further provides that we may, for cause, and the executive may voluntarily, without good reason, terminate the agreement without any severance payments. Cause is defined in each

76

agreement as the employee being convicted or entering a plea of guilty or no lo contendere to a felony or the employee's willful or sustained insubordinate or negligent conduct in the performance of his duties. Further, each agreement provides that within ten days of a qualified termination following a change of control, each executive, other than Mr. Beard, would receive two and one-half times his base salary and a bonus equal to two and one-half times the target bonus opportunity for such fiscal year in addition to a two and one-half year continuation of benefits. Mr. Beard would receive three times his base salary and a bonus equal to three times the target bonus opportunity for such fiscal year in addition to a three year continuation of benefits. Lastly, each employment agreement stipulates that the executive shall refrain from competing with us for a period of two years from the date of termination.

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Principal Stockholders

The following table sets forth information with respect to the beneficial ownership of our common stock as of March 27, 2003 by:

•

each person known by us to beneficially own more than 5% of our common stock;

•

each of our directors;

•

each of our current executive officers; and

•

all of our directors and executive officers as a group.

The percentages of common stock beneficially owned are reported on the basis of regulations of the Commission governing the determination of beneficial ownership of securities. Under the rules of the Commission, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of the security. Except as indicated in the footnotes to this table, we believe, each beneficial owner named in the table below will have sole voting and sole investment power with respect to all shares beneficially owned by them. There will be significant agreements relating to voting and transfers of common stock in the Shareholders Agreement described under Item 13, "Certain Relationships and Related Transactions."

Name and Beneficial Owner				Shares Beneficially Owned				Percent of Class(1)
Heartland Industrial Associates, L.L.C.(2)(3) 55 Railroad Avenue Greenwich, Connecticut 06830					12,500,000				58	%
Metaldyne Corporation(4) 47603 Halyard Drive Plymouth, Michigan 48170					6,750,000				31	%
Masco Capital Corporation 21001 Van Born Road Taylor, Michigan 48180					1,250,000				6	%
Gary Banks(3)					12,500,000				58	%
Charles E. Becker					0				0
Grant H. Beard(5)					0				0
Lynn Brooks(5)					0				0
Scott Hazlett(5)					0				0
Tim Leuliette(3)					12,500,000				58	%
W. Gerald McConnell(3)					12,500,000				58	%

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Name and Beneficial Owner				Shares Beneficially Owned				Percent of Class(1)
Todd R. Peters(5)					0				0
David A. Stockman(3)					12,500,000				58	%
Daniel P. Tredwell(3)					12,500,000				58	%
Samuel Valenti III(3)					12,500,000				58	%
All executive officers and directors as a group(3)(5)					12,500,000				58	%

(1)

Does not give effect to a proposed $20.0 million repurchase of our common stock from Metaldyne. If effected at the purchase price per share of their June 6, 2002 investment, the relative percentage interests of Heartland Industrial Associates, L.L.C., Metaldyne and Masco Capital Corporation would be 61%, 28% and 6%, respectively.

(2)

The shares of common stock will be beneficially owned indirectly by Heartland Industrial Associates, L.L.C. as the general partner of each of the limited partnerships which hold shares of common stock directly. These partnerships hold common stock as follows: 11,556,441 shares are held by TriMas Investment Fund I, L.L.C.; 675,000 shares are held by HIP Side-by-Side Partners, L.P.; and 268,559 shares are held by TriMas Investment Fund II, L.L.C. In addition, by reason of the Shareholders Agreement summarized under "Related Party Transactions," Heartland Industrial Associates, L.L.C. may be deemed to share beneficial ownership of shares of common stock held by other stockholders party to the Shareholders Agreement. Such beneficial ownership is hereby disclaimed.

(3)

All shares are beneficially owned as disclosed in footnote (2). Mr. Stockman is the Managing Member of Heartland Industrial Associates, L.L.C., but disclaims beneficial ownership of such shares. Messrs. Banks, Leuliette, McConnell, Tredwell and Valenti are also members of Heartland Industrial Associates, L.L.C. and also disclaim beneficial ownership of the shares. The business address for each such person is 55 Railroad Avenue, Greenwich, CT 06830.

(4)	Includes a presently exercisable warrant to purchase common stock.

(5)

Does not include expected option grants under our anticipated equity incentive plans. Such options are subject to vesting provisions and would not be immediately exercisable. Vested options will be exercisable following an initial public offering of our common shares and under certain circumstances, such as a change of control, vesting of options and exercisablility may accelerate.

Item 13. Certain Relationships and Related Transactions

Stock Purchase Agreement

On June 6, 2002, Metaldyne and Heartland consummated a stock purchase agreement under which Heartland and other investors invested approximately $265 million in us to acquire approximately 66% of our fully diluted common stock. As a result of the investment and other transaction, described below, Metaldyne received $840 million in the form of cash, retirement of debt we owed to Metaldyne or owed by us under the Metaldyne credit agreement and the repurchase of the balance of receivables we originated and sold under the Metaldyne receivables facility. Metaldyne retained shares of our common stock valued at $120 million. In addition, Metaldyne received a warrant to purchase additional shares of our common stock valued at $15 million. The common stock and warrants are valued based upon the cash equity investment being made by Heartland and the other investors. Heartland and Metaldyne presently own approximately 55% and 34% of our fully diluted common stock, respectively. In addition, we intend to seek to repurchase up to $20.0 million of our common stock from Metaldyne at the same price as valued on June 6, 2002 or at such other price as we may agree.

Employee Matters

Pursuant to the stock purchase agreement, each outstanding option to purchase Metaldyne common stock which has not vested, and which is held by TriMas employees was canceled on the closing date. Each option held by certain present and former employees which vested on or prior to the closing date will be replaced by options to purchase our common stock, with appropriate adjustments.

Pursuant to the stock purchase agreement, we agreed to promptly reimburse Metaldyne upon its written demand for (i) cash actually paid in redemption of certain restricted shares of Metaldyne held by certain employees under restricted stock awards, and (ii) 42.01% of the amount of cash actually paid to certain other employees by Metaldyne in redemption of restricted stock awards held by such employees. We also have certain other obligations to reimburse Metaldyne for the allocated portion of its current and former employee-related benefit plan responsibilities.

78

Indemnification

Subject to certain limited exceptions, Metaldyne, on the one hand, and we, on the other hand, retained the liabilities associated with our respective businesses. Accordingly, we will indemnify and hold harmless Metaldyne from all liabilities associated with us and our subsidiaries and our respective operations and assets, whenever conducted, and Metaldyne will indemnify and hold Heartland and us harmless from all liabilities associated with Metaldyne and its subsidiaries (excluding us and our subsidiaries) and their respective operations and assets, whenever conducted. In addition, we agreed with Metaldyne to indemnify one another for our allocated share (57.99% in the case of Metaldyne and 42.01% in our case) of liabilities not readily associated with either business, or otherwise addressed including certain costs related to the November 2000 acquisition. There are also indemnification provisions relating to certain other matters intended to effectuate other provisions of the agreement. These indemnification provisions survive indefinitely and are subject to a $50,000 deductible.

Shareholders Agreement

Heartland, Metaldyne and other investors are parties to a shareholders agreement regarding their ownership of our common stock. References to Heartland refer to all of its affiliated entities collectively, unless otherwise noted. The following description of certain terms relating to the voting or disposition of shares is subject to change as the terms are subject to negotiation and additional parties may be added should other persons participate in the equity financing for the transactions. The agreement contains other covenants for the benefit of the shareholders parties thereto.

Election of Directors. The shareholders agreement provides that the parties will vote their shares of common stock in order to cause (1) the election to the board of directors of such number of directors as shall constitute a majority of the board of directors as designated by Heartland; and (2) the election to the board of directors of up to two directors designated by Metaldyne.

Transfers of Common Stock. Prior to the date we consummate a qualifying public equity offering, the shareholders agreement restricts transfers of common stock except for certain transfers, including (1) to a permitted transferee of a stockholder, (2) pursuant to the "right of first offer" provision discussed below, (3) pursuant to the "tag-along" provision discussed below, (4) pursuant to the "drag-along" provision discussed below and (5) pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act.

Right of First Offer. The shareholders agreement provides that, prior to a qualifying public equity offering, no stockholder party to the agreement may transfer any of its shares other than to a permitted transferee of such stockholder or pursuant to the "tag-along" and "drag-along" provisions unless such stockholder shall offer such shares to us. If we decline to purchase the shares, then Heartland shall have the right to purchase such shares. Any shares not purchased by us or Heartland can be sold by such stockholder party to the agreement at a price not less than 90% of the price offered to us or Heartland.

Tag-Along Rights. The shareholders agreement grants the stockholders party to the agreement, subject to certain exceptions, in connection with a proposed transfer of common stock by Heartland or its affiliates, the right to require the proposed transferee to purchase a proportionate percentage of the shares owned by the other stockholders at the same price and upon the same economic terms as are being offered to Heartland. These rights terminate upon a qualifying public equity offering.

Drag-Along Rights. The shareholders agreement will provide that when Heartland and its affiliates enter into a transaction resulting in a substantial change of control of us, Heartland has the right to require the other stockholders to sell a proportionate percentage of shares of common stock in such transaction as Heartland is selling and to otherwise vote in favor of the transactions effecting such substantial change of control. These rights terminate upon a qualifying public equity offering.

Registration Rights. The shareholders agreement will provide the stockholders party to the agreement with unlimited "piggy-back" rights each time we file a registration statement except for registrations relating to (1) shares underlying management options and (2) an initial public offering consisting of primary shares. In addition, following a qualifying public equity offering, Heartland and Metaldyne have the ability to demand the registration of their shares, subject to various hold back,

79

priority and other agreements. The shareholders agreement grants three demand registrations to Metaldyne and an unlimited number of demands to Heartland.

Advisory Agreement

We and Heartland are parties to an Advisory Agreement pursuant to which Heartland is engaged to provide consulting services to us with respect to financial and operational matters. Heartland is entitled to receive a fee for such services equal to $4 million per annum, payable quarterly, which is what we believe we would pay an unaffiliated third party for such services. In addition to providing ongoing consulting services, Heartland has also agreed to assist in acquisitions, divestitures and financings, for which Heartland will receive a fee equal to one percent of the value of such transaction. Heartland received a fee of $9.75 million in connection with the transactions which was calculated based on a percentage of the transaction value. The Advisory Agreement also provides that Heartland will be reimbursed for its reasonable out-of-pocket expenses. The Advisory Agreement terminates when Heartland owns less than 10% of the common equity interest it acquired in us from the transactions or such earlier date as Heartland and we shall agree.

Corporate Services Agreement

We and Metaldyne are parties to a services agreement pursuant to which Metaldyne will provide us use of its management information systems, legal, tax, accounting, human resources and other support services in return for payment of an annual fee of $2.5 million for the services, payable in equal quarterly installments of $625,000 for the term of the agreement, less any amounts equal to the cost of any of the services that are assumed directly by us. The annual fee amount represents what we believe we would pay an unaffiliated third party for such services. The term of the agreement is one year and it is subject to annual renewal at the parties' mutual election. Effective January 1, 2003, the agreement was amended whereby Metaldyne will continue to receive an annual fee of $2.5 million for services rendered to TriMas. However, the fee will no longer be reduced for TriMas' third party charges.

Assignment of Lease Agreement

We and Heartland entered into an assignment of lease agreement for our headquarters in Bloomfield Hills, Michigan for the remainder of the term. The lease will expire on January 31, 2007 at which time we have the option to extend the lease for one five year period. Pursuant to the terms of the assignment, we will be responsible for payment of all rent for the premises equaling approximately $23,400 per month for the first year, increasing to approximately $25,100 per month for the remainder of the term. In addition, we will be required to pay all applicable taxes, utilities and other maintenance expenses and will be required to obtain general liability and fire insurance for the premises.

Item 14.    Controls and Procedures

Within the 90-day period prior to the date of this report, an evaluation was carried out, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934. Based upon that evaluation, the chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective, subject to the limitations below, to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

The Company, including its CEO and CFO, does not expect that the Company's disclosure and internal controls and procedures will prevent or detect all error and all fraud. A control system, no matter how well conceived or operated, can provide only reasonably, not absolute, assurance that the objectives of a control system are met.

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PART IV

Item 15.    Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) Listing of Documents

(1) Financial Statements

The Company's Consolidated Financial Statements included in Item 8 hereof, as required at December 31, 2002 and December 31, 2001, and for the periods ended December 31, 2002, December 31, 2001, December 31, 2000 and November 27, 2000, consist of the following:

Balance Sheets

Statement of Operations

Statement of Cash Flows

Statement of Shareholders' Equity and Metaldyne Corporation Net Investment and Advances

Notes to Financial Statements

(2) Financial Statement Schedules

Financial Statement Schedule of the Company appended hereto, as required for the periods ended December 31, 2002, December 31, 2001, December 31, 2000 and November 27, 2000, consists of the following:

Valuation and Qualifying Accounts

(3) Exhibits

See Exhibit Table at the end of this Report.

(b) Reports on Form 8-K:

A report on Form 8-K dated February 21, 2003 reported under Item 2, "Acquisition or Disposition of Assets," the acquisition of Highland Group Corporation.

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				TRIMAS CORPORATION         (Registrant)
DATE: March 28, 2003				BY: /s/ Grant H. Beard   Name: Grant H. Beard Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Grant H. Beard		President and Chief Executive Officer (Principal Executive Officer) and Director		March 28, 2003
Grant H. Beard
/s/ Todd R. Peters		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		March 28, 2003
Todd R. Peters
/s/ Samuel Valenti		Chairman of the Board of Directors		March 28, 2003
Samuel Valenti III
/s/ Gary M. Banks		Director		March 28, 2003
Gary M. Banks
/s/ Charles E. Becker		Director		March 28, 2003
Charles E. Becker
/s/ Timothy D. Leuliette		Director		March 28, 2003
Timothy D. Leuliette
/s/ W. Gerald McConnell		Director		March 28, 2003
W. Gerald McConnell
/s/ David A. Stockman		Director		March 28, 2003
David A. Stockman
/s/ Daniel P. Tredwell		Director		March 28, 2003
Daniel P. Tredwell

82

TRIMAS CORPORATION
SCHEDULE II PURSUANT TO ITEM 15(a)(2) OF FORM 10-K
VALUATION AND QUALIFYING ACCOUNTS FOR THE PERIODS ENDED
DECEMBER 31, 2002, DECEMBER 31, 2001, DECEMBER 31, 2000 AND NOVEMBER 27, 2000.

Column A				Column B				Column C								Column D				Column E
								Additions
Description				Balance at Beginning of Period				Charged to Costs and Expenses				Charged (Credited) to Other Accounts (A)				Deductions (B)				Balance at End of Period
Allowance for doubtful accounts deducted from accounts receivable in the balance sheet
Post-acquisition Basis
Year Ended December 31, 2002				$	3,670,000			$	1,380,000			$	115,000			$	855,000			$	4,310,000
Year Ended December 31, 2001				$	4,870,000			$	2,190,000			$	1,100,000			$	4,490,000			$	3,670,000
Period Ended December 31, 2000				$	3,600,000			$	380,000			$	890,000				—			$	4,870,000
Pre-acquisition Basis
Period Ended November 27, 2000				$	2,740,000			$	1,850,000				—			$	990,000			$	3,600,000

(A)	Allowance of companies acquired, and other adjustments, net.

(B)	Deductions, representing uncollectible accounts written-off, less recoveries of amounts written-off in prior years.

83

CERTIFICATION OF GRANT H. BEARD PURSUANT TO
RULE 13a-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2002
OF TRIMAS CORPORATION

I, Grant H. Beard, certify that:

1.	I have reviewed this annual report on Form 10-K of TriMas Corporation;

2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

A.

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

B.

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

C.

presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

A.

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

B.

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.	The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

/s/ Grant H. Beard         
Grant H. Beard
Chief Executive Officer

84

CERTIFICATION OF TODD R. PETERS PURSUANT TO
RULE 13a-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2002
OF TRIMAS CORPORATION

I, Todd R. Peters certify that:

1.	I have reviewed this annual report on Form 10-K of TriMas Corporation;

2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

A.

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

B.

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

C.

presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

A.

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

B.

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.	The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

/s/ Todd R. Peters        
Todd R. Peters
Chief Financial Officer

85

TRIMAS CORPORATION

Exhibit Index

Exhibit No.				Description
	3.1	*		Amended and Restated Certificate of Incorporation of TriMas Corporation dated May 31, 1994
	3.2	*		Amended and Restated By-laws of TriMas Corporation
	4.1	*		Indenture dated June 6, 2002.
	4.2	*		Registration Rights Agreement by and Among TriMas Corporation and Credit Suisse First Boston and JP Morgan Securities Inc. and First Union Securities Inc. and Deutsche Bank Securities Inc. and Comerica Securities Inc. and NatCity Investment Inc dated June 6, 2002
	4.3	*(a)		Registration Rights Agreement by and Among TriMas Corporation and Credit Suisse First Boston and JP Morgan Securities Inc. dated December 10, 2002
	4.4			Supplemental Indenture dated as of March 4, 2003
	10.1	*		Stock Purchase Agreement by and among TriMas Corporation and Metaldyne Corporation LLC dated May 17, 2002
	10.2	*		Amended and restated Shareholders Agreement by and among TriMas Corporation and Metaldyne Corporation dated July 19, 2002
	10.3	*		Warrant Agreement dated June 6, 2002
	10.4	*		Credit Agreement between TriMas Company LLC , JP Morgan Chase Bank, CSFB Cayman Island Branch, Comerica Bank, National City Bank and Wachovia Bank, National Association and JP Morgan Securities Inc., and Credit Suisse First Boston, dated June 6, 2002
	10.5	*		Receivables Purchase Agreement
	10.6	*		Receivables Transfer Agreement
	10.7	*		Corporate Services Contract
	10.8	*		Lease Assignment and Assumption Agreement
	10.9	*		Equity Incentive Plan
	10.10	*(b)		Stock Purchase Agreement by and among 2000 Riverside Capital Appreciation Fund, L.P., the other Stockholders of HammerBlow Acquisition Corp. listed on Exhibit A thereto and TriMas Company LLC dated as of January 27, 2003
	10.11			Amendment No. 1 to the Credit Agreement
	10.12	**		Stock Purchase Agreement by and Among TriMas Company LLC and The Shareholders and Option Holders of Highland Group Corporation and FNL Management Corporation dated February 21, 2003
	10.13			Form of Employment Agreement between TriMas Corporation and Grant H. Beard
	10.14			Form of Employment Agreement between TriMas Corporation and Todd R. Peters
	10.15			Form of Employment Agreement between TriMas Corporation and Lynn Brooks
	10.16			Form of Employment Agreement between TriMas Corporation and Scott Hazlett

Exhibit No.				Description
	12			Statement regarding computation of ratios
	21			Subsidiaries of TriMas Corporation
	99.1			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	99.2			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*	Incorporated by reference to the Exhibits filed with TriMas Corporation's Registration Statement on Form S-4, filed on October 4, 2002 (File No. 333-100351).

*(a)	Incorporated by reference to the Exhibits filed with Amendment No. 2 to TriMas Corporation's Registration Statement on Form S-4, filed on January 28, 2003 (File No. 333-100351).

*(b)	Incorporated by reference to the Exhibits filed with Amendment No. 3 to TriMas Corporation's Registration Statement on Form S-4, filed on January 29, 2003 (File No. 333-100351).

**	Incorporated by reference to the Exhibits filed with TriMas Corporation's Form 8-K filed February 25, 2003.

                                                                     EXHIBIT 4.4


                             SUPPLEMENTAL INDENTURE


         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
March 4, 2003, among HammerBlow Acquisition Corp, a Delaware corporation, The
HammerBlow Corporation, a Wisconsin corporation, Hidden Hitch Acquisition
Company, a Delaware company, HammerBlow LLC, a Delaware limited liability
company, Highland Group Corporation, an Ohio corporation and Tekonsha Towing
Systems, Inc., a Michigan corporation (the "Guaranteeing Subsidiaries"), each an
indirect subsidiary of TriMas Corporation (or its permitted successor), a
Delaware corporation (the "Company"), the Company, the other Guarantors (as
defined in the Indenture referred to herein) and The Bank of New York, as
trustee under the Indenture referred to below (the "Trustee").

                               W I T N E S S E T H

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture (the "Indenture"), dated as of June 6, 2002, pursuant to
which $437,733,000 aggregate principal amount of 9 7/8% Senior Subordinated
Notes due 2012 (the "Notes") were issued;

         WHEREAS, the Indenture provides that under certain circumstances a
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, each of the
Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

         1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

         2. AGREEMENT TO GUARANTEE. Each of the Guaranteeing Subsidiaries hereby
agree as follows:

                  (a) Along with all Guarantors named in the Indenture, to
         jointly and severally Guarantee to each Holder of a Note authenticated
         and delivered by the Trustee and to the Trustee and its successors and
         assigns, the Notes or the obligations of the Company hereunder or
         thereunder, that:

                  (i)   the principal of, and premium and Liquidated Damages, if
                        any, and interest on the Notes will be promptly paid in
                        full when due, whether at maturity, by acceleration,
                        redemption or otherwise, and interest on the overdue
                        principal of and interest on the Notes, if any, if
                        lawful, and all other obligations of the Company to the
                        Holders or the Trustee hereunder or thereunder will be
                        promptly paid in full or performed, all in accordance
                        with the terms hereof and thereof; and

                  (ii)  in case of any extension of time of payment or renewal
                        of any Notes or any of such other obligations, that same
                        will be promptly paid in full when due or performed in
                        accordance with the terms of the extension or renewal,
                        whether at stated maturity, by acceleration or
                        otherwise. Failing payment when due of any amount so
                        guaranteed or any performance so guaranteed for whatever
                        reason, the Guarantors shall be jointly and severally
                        obligated to pay the same immediately.




                  (b) The obligations hereunder shall be unconditional,
         irrespective of the validity, regularity or enforceability of the Notes
         or the Indenture, the absence of any action to enforce the same, any
         waiver or consent by any Holder of the Notes with respect to any
         provisions hereof or thereof, the recovery of any judgment against the
         Company, any action to enforce the same or any other circumstance which
         might otherwise constitute a legal or equitable discharge or defense of
         a Guarantor.

                  (c) The following is hereby waived: diligence, presentment,
         demand of payment, filing of claims with a court in the event of
         insolvency or bankruptcy of the Company, any right to require a
         proceeding first against the Company, protest, notice and all demands
         whatsoever.

                  (d) This Note Guarantee shall not be discharged except by
         complete performance of the obligations contained in the Notes and the
         Indenture, and each of the Guaranteeing Subsidiaries accept all
         obligations of a Guarantor under the Indenture.

                  (e) If any Holder or the Trustee is required by any court or
         otherwise to return to the Company, the Guarantors, or any custodian,
         trustee, liquidator or other similar official acting in relation to
         either the Company or the Guarantors, any amount paid by either to the
         Trustee or such Holder, this Note Guarantee, to the extent theretofore
         discharged, shall be reinstated in full force and effect.

                  (f) None of the Guaranteeing Subsidiaries shall be entitled to
         any right of subrogation in relation to the Holders in respect of any
         obligations guaranteed hereby until payment in full of all obligations
         guaranteed hereby.

                  (g) As between the Guarantors, on the one hand, and the
         Holders and the Trustee, on the other hand, (x) the maturity of the
         obligations guaranteed hereby may be accelerated as provided in Article
         6 of the Indenture for the purposes of this Note Guarantee,
         notwithstanding any stay, injunction or other prohibition preventing
         such acceleration in respect of the obligations guaranteed hereby, and
         (y) in the event of any declaration of acceleration of such obligations
         as provided in Article 6 of the Indenture, such obligations (whether or
         not due and payable) shall forthwith become due and payable by the
         Guarantors for the purpose of this Note Guarantee.

                  (h) The Guarantors shall have the right to seek contribution
         from any non-paying Guarantor so long as the exercise of such right
         does not impair the rights of the Holders under the Note Guarantee.

                  (i) Pursuant to Section 10.02 of the Indenture, after giving
         effect to any maximum amount and all other contingent and fixed
         liabilities that are relevant under any applicable Bankruptcy or
         fraudulent conveyance laws, and after giving effect to any collections
         from, rights to receive contribution from or payments made by or on
         behalf of any other Guarantor in respect of the obligations of such
         other Guarantor under Article 10 of the Indenture, this new Note
         Guarantee shall be limited to the maximum amount permissible such that
         the obligations of such Guarantor under this Note Guarantee will not
         constitute a fraudulent transfer or conveyance.

         3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the
Note Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

         4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

                  (a) No Guaranteeing Subsidiary may sell or otherwise dispose
         of all substantially all of its assets to, or consolidate with or merge
         with or into (whether or not such Guarantor is the surviving Person)
         another Person, other than the Company or another Guarantor unless:

                           (i) immediately after giving effect to such
                  transaction, no Default or Event of Default exists; and

                                       2


                           (ii) either (A) subject to Sections 11.04 and 11.05
                  of the Indenture, the Person acquiring the property in any
                  such sale or disposition or the Person formed by or surviving
                  any such consolidation or merger unconditionally assumes all
                  the obligations of that Guarantor, pursuant to a supplemental
                  indenture in form and substance reasonably satisfactory to the
                  Trustee, under the Notes, the Indenture and the Note Guarantee
                  on the terms set forth herein or therein; or (B) the Net
                  Proceeds of such sale or other disposition are applied in
                  accordance with the applicable provisions of the Indenture,
                  including without limitation, Section 4.10 thereof.

                  (b) In case of any such consolidation, merger, sale or
         conveyance and upon the assumption by the successor Person, by
         supplemental indenture, executed and delivered to the Trustee and
         satisfactory in form to the Trustee, of the Note Guarantee endorsed
         upon the Notes and the due and punctual performance of all of the
         covenants and conditions of the Indenture to be performed by the
         Guarantor, such successor Person shall succeed to and be substituted
         for the Guarantor with the same effect as if it had been named herein
         as a Guarantor. Such successor Person thereupon may cause to be signed
         any or all of the Note Guarantees to be endorsed upon all of the Notes
         issuable under the Indenture which theretofore shall not have been
         signed by the Company and delivered to the Trustee. All the Note
         Guarantees so issued shall in all respects have the same legal rank and
         benefit under the Indenture as the Note Guarantees theretofore and
         thereafter issued in accordance with the terms of the Indenture as
         though all of such Note Guarantees had been issued at the date of the
         execution hereof.

                  (c) Except as set forth in Articles 4 and 5 and Section 11.05
         of Article 11 of the Indenture, and notwithstanding clauses (a) and (b)
         above, nothing contained in the Indenture or in any of the Notes shall
         prevent any consolidation or merger of a Guarantor with or into the
         Company or another Guarantor, or shall prevent any sale or conveyance
         of the property of a Guarantor as an entirety or substantially as an
         entirety to the Company or another Guarantor.

         5. RELEASES.

         (a) In the event of any sale or other disposition of all or
substantially all of the assets of any Guarantor, by way of merger,
consolidation or otherwise, or a sale or other disposition of all of the capital
stock of any Guarantor, in each case to a Person that is not (either before or
after giving effect to such transaction) a Restricted Subsidiary of the Company,
then such Guarantor (in the event of a sale or other disposition, by way of
merger, consolidation or otherwise, of all of the capital stock of such
Guarantor) or the corporation acquiring the property (in the event of a sale or
other disposition of all or substantially all of the assets of such Guarantor)
will be released and relieved of any obligations under its Note Guarantee;
provided that the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of the Indenture, including without
limitation Section 4.10 of the Indenture. Upon delivery by the Company to the
Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that
such sale or other disposition was made by the Company in accordance with the
provisions of the Indenture, including without limitation Section 4.10 of the
Indenture, the Trustee shall execute any documents reasonably required in order
to evidence the release of any Guarantor from its obligations under its Note
Guarantee.

         (b) Any Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under the Indenture
as provided in Article 11 of the Indenture.

         6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of a Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

                                       3


         7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

         8. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

         9. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

         10. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by each Guaranteeing Subsidiary and the Company.


                                       4



         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

Dated:  March 4, 2003

                             HammerBlow Acquisition Corp
                             The HammerBlow Corporation
                             Hidden Hitch Acquisition Company
                             HammerBlow LLC
                             Highland Group Corporation
                             Tekonsha Towing Systems,
                             Inc.


                             By:    /s/ Todd R. Peters
                                    --------------------------------------------
                                    Name:    Todd R. Peters
                                    Title:   Vice President


                             TriMas Corporation


                             By:    /s/ Todd R. Peters
                                    --------------------------------------------
                                    Name:    Todd R. Peters
                                    Title:   Executive Vice President & Chief
                                             Financial Officer


                             EXISTING GUARANTORS:

                             Arrow Engine Company
                             Beaumont Bolt & Gasket, Inc.
                             Cequent Towing Products, Inc.
                             Cequent Trailer Products, Inc.
                             Commonwealth Disposition LLC
                             Compac Corporation
                             Consumer Products, Inc
                             Cuyam Corporation
                             Di-Rite Company
                             Entegra Fastener Corporation
                             Hitch `N Post, Inc.
                             Industrial Bolt & Gasket, Inc.
                             K.S. Disposition, Inc.
                             Keo Cutters, Inc.
                             Lake Erie Screw Corporation
                             Lamons Metal Gasket Co.
                             Louisiana Hose & Rubber Co.
                             Monogram Aerospace Fasteners, Inc.
                             Netcong Investments, Inc.
                             NI Foreign Military Sales Corp.
                             NI Industries, Inc.
                             NI West, Inc.
                             Norris Cylinder Company
                             Reska Spline Products, Inc.
                             Richards Micro-Tool, Inc.

                                       5


                             Rieke Corporation
                             Rieke Leasing Co., Incorporated
                             Rieke of Indiana, Inc.
                             Rieke of Mexico, Inc.
                             TriMas Company LLC
                             TriMas Fasteners, Inc.
                             TriMas Services Corp.


                             By:    /s/ Todd R. Peters
                                    --------------------------------------------
                                    Name:    Todd R. Peters
                                    Title:   Vice President


                             The Bank of New York,
                             as Trustee


                             By:    /s/ Cynthia Chaney
                                    --------------------------------------------
                                              Authorized Signatory



                                       6

                                                                   EXHIBIT 10.11


                  AMENDMENT No. 1 AND AGREEMENT dated as of December 4, 2002
         (this "Amendment"), with respect to the Credit Agreement dated as of
         June 6, 2002 (as amended, supplemented or otherwise modified from time
         to time, the "Credit Agreement"), among TriMas Corporation, a Delaware
         corporation ("Holdings"), TriMas Company LLC, a Delaware limited
         liability company, (the "Parent Borrower"), the Subsidiary Term
         Borrowers and the Foreign Subsidiary Borrowers (each, as defined in the
         Credit Agreement) party thereto (collectively, the "Borrowers"), the
         lenders from time to time party thereto (the "Lenders"), JPMorgan Chase
         Bank, a New York banking corporation, formerly known as The Chase
         Manhattan Bank, as administrative agent and collateral agent, CSFB
         Cayman Islands Branch, as syndication agent, Comerica Bank, as
         documentation agent, National City Bank, as documentation agent, and
         Wachovia Bank, National Association, as documentation agent.

         A. Pursuant to the Credit Agreement, the Lenders have extended credit
to the Borrowers, and have agreed to extend additional credit to the Borrowers,
in each case pursuant to the terms and subject to the conditions set forth
therein.

         B. Holdings and the Borrowers have requested that the Required Lenders
agree to the terms as set forth herein and agree to amend certain provisions of
the Credit Agreement as set forth herein.

         C. The Lenders are willing so to agree and to amend the Credit
Agreement pursuant to the terms and subject to the conditions set forth herein.

         D. Capitalized terms used and not otherwise defined herein shall have
the meanings assigned thereto in the Credit Agreement as amended hereby.

         In consideration of the premises and the agreements, provisions and
covenants herein contained, the parties hereto hereby agree, on the terms and
subject to the conditions set forth herein, as follows:

         SECTION 1. Amendment to Section 1.01. Section 1.01 is hereby amended
by:

                  (a) inserting the following definition after the definition of
         "Acquisition Transactions" and before the definition of "Adjusted LIBO
         Rate":

                  "'Add-On Notes' means the 9.875% Subordinated Notes of
         Holdings due 2012 in the aggregate principal amount of $85,000,000
         (including the Exchange Notes issued in exchange for the initial Add-On
         Notes as contemplated by the registration rights agreement related
         thereto) and the Indebtedness represented thereby. The Add-On Notes
         constitute Permitted Subordinated Notes for purposes hereunder.";

                  (b) inserting the following text at the end of the definition
         of "Leverage Ratio":

                  ", provided that, (i) prior to June 29, 2003 and (ii) solely
         for purposes of Section 6.13, Total Indebtedness shall not include an
         aggregate principal amount of Add-On Notes equal to the Net Proceeds
         from the issuance of the Add-On Notes which has not been applied to
         effect one or more Permitted Acquisitions (except for $20,000,000 of
         such Net Proceeds, which Holdings may use to purchase, repurchase,
         redeem or otherwise acquire its Equity Interest held by, directly or
         indirectly, Metaldyne Corporation pursuant to Section 6.08(a)(vii))";

                  (c) inserting the phrase "Add-On Notes," after the phrase
         "Incremental Term Loans," and before the phrase "Permitted Acquisition
         Subordinated Notes," in subclause (c) of the definition of "Permitted
         Acquisition";


                  (d) deleting subclause (c) of the definition of "Permitted
         Subordinated Notes" in its entirety and replacing such subclause (c)
         with the following text:

                  "(c) the Net Proceeds from such Indebtedness shall be used to
         prepay Term Loans pursuant to Section 2.11(d), except that (i) up to
         $250,000,000 in proceeds from such Indebtedness may instead be used to
         repay Revolving Loans pursuant to Section 2.09(a) and reduce the
         balances in respect of the Permitted Receivables Financing and (ii) the
         Net Proceeds from the issuance of the Add-On Notes may be used to
         effect one or more Permitted Acquisitions or for the purposes specified
         in Section 6.08(a)(vii), from the date of such issuance through June
         29, 2003 and after June 29, 2003, to the extent not so used, such Net
         Proceeds shall be used to prepay Term Loans pursuant to Section
         2.11(d), in each case (except for use of the Net Proceeds from the
         issuance of the Add-On Notes to repay Term Loans pursuant to Section
         2.11(d)), only if, immediately after giving effect to such repayment,
         the Senior Leverage Ratio is less than 3.00 to 1.00,"; and

                  (e) deleting subclause (c) of the definition of "Prepayment
         Event" in its entirety and replacing such subclause (c) with the
         following text:

                  "(c) the incurrence by Holdings, the Parent Borrower or any
         Subsidiary of any Indebtedness, other than Indebtedness permitted by
         Section 6.01(a) (except for Permitted Senior Notes (except to the
         extent proceeds therefrom are permitted to be used for other purposes
         pursuant to clause (b) of the definition thereof) and Permitted
         Subordinated Notes (except to the extent proceeds therefrom are
         permitted to be used for other purposes pursuant to clause (c) of the
         definition thereof))."

         SECTION 2. Amendment to Section 6.08(a). Section 6.08(a) is hereby
amended by deleting (a) the reference to "and" at the end of clause (v) thereof,
(b) replacing the period at the end of clause (vi) thereof with "; and" and (c)
inserting the following text as clause (vii):

                  "(vii) Holdings may purchase, repurchase, redeem or otherwise
         acquire its Equity Interest held by, directly or indirectly, Metaldyne
         Corporation with up to $20,000,000 of the Net Proceeds from the
         issuance of the Add-On Notes (it being understood that if the Parent
         Borrower or any of the Subsidiaries holds such proceeds, it may declare
         and pay a dividend to Holdings to permit Holdings to effect such
         purchase, repurchase, redemption or acquisition)."

         SECTION 3. Representations and Warranties. Each of Holdings and the
Borrowers party hereto represents and warrants to the Administrative Agent and
the Lenders that:

                  (a) this Amendment has been duly authorized, executed and
         delivered by it and constitutes its legal, valid and binding obligation
         enforceable against it in accordance with its terms, except as
         enforceability may be limited by bankruptcy, insolvency, moratorium,
         reorganization or other similar laws affecting creditors' rights
         generally and except as enforceability may be limited by general
         principles of equity (regardless of whether such enforceability is
         considered in a proceeding in equity or at law);

                  (b) on the date hereof, the representations and warranties set
         forth in Article III of the Credit Agreement are and will be true and
         correct with the same effect as if made on the date hereof, except to
         the extent such representations and warranties expressly relate to an
         earlier date; and

                  (c) on the date hereof, after giving effect to this Amendment,
         no Default or Event of Default shall have occurred and be continuing.

         SECTION 4. Conditions to Effectiveness. This Amendment shall become
effective as of the date first above written when (a) the Administrative Agent
shall have received counterparts of this Amendment that, when taken together,
bear the signatures of each of Holdings, the Borrowers listed on Schedule 1
hereto and the Required Lenders and (b) the Borrowers shall have paid a fee to
each Lender that has executed and delivered this Amendment


                                       2


on the date first above written, equal to 10 basis points of the aggregate
amount of such Lender's Commitment on such date.

         SECTION 5. Credit Agreement. Except as specifically provided hereby,
the Credit Agreement shall continue in full force and effect in accordance with
the provisions thereof as in existence on the date hereof.

         SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 7. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute one contract. Delivery of an executed signature
page of this Amendment by facsimile transmission shall be effective as delivery
of a manually executed counterpart hereof.

         SECTION 8. Headings. The Section headings used herein are for
convenience of reference only, are not part of this Amendment and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Amendment.



                                       3



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
and Agreement to be duly executed by their respective authorized officers as of
the day and year first written above.

                                    TRIMAS CORPORATION,


                                    By:    /s/ Todd R. Peters
                                           -------------------------------------

                                    TRIMAS COMPANY LLC,


                                    By:    /s/ Todd R. Peters
                                           -------------------------------------

                                    THE SUBSIDIARIES LISTED ON SCHEDULE 1 HERETO,


                                    By:    /s/ Todd R. Peters
                                           -------------------------------------

                                    JPMORGAN CHASE, INDIVIDUALLY AND AS
                                    ADMINISTRATIVE AGENT AND COLLATERAL AGENT,


                                    By:    /s/ Richard Duker
                                           -------------------------------------
                                           Name: Richard Duker
                                           Title: Vice President


                                    CSFB CAYMAN ISLANDS BRANCH, INDIVIDUALLY AND
                                    AS SYNDICATION AGENT,


                                    By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                    By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                    COMERCIA BANK, INDIVIDUALLY AND AS
                                    DOCUMENTATION AGENT,


                                    By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                       4


                                    NATIONAL CITY BANK, INDIVIDUALLY AND AS
                                    DOCUMENTATION AGENT,


                                    By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                    WACHOVIA BANK, NATIONAL ASSOCIATION,
                                    INDIVIDUALLY AND AS DOCUMENTATION AGENT,


                                    By:    /s/ Frederick E. Blumer
                                           -------------------------------------
                                           Name:     Fredrick E. Blumer
                                           Title:   Vice President




                                       5



         SIGNATURE PAGE TO AMENDMENT NO. 1 AND AGREEMENT DATED AS OF DECEMBER 4,
2002, WITH RESPECT TO THE CREDIT AGREEMENT DATED AS OF JUNE 6, 2002 AMONG TRIMAS
CORPORATION, TRIMAS COMPANY LLC, THE SUBSIDIARY TERM BORROWERS, THE FOREIGN
SUBSIDIARY BORROWERS, THE LENDERS, JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
AND COLLATERAL AGENT, CSFB CAYMAN ISLANDS BRANCH, AS SYNDICATION AGENT, COMERICA
BANK, AS DOCUMENTATION AGENT, NATIONAL CITY BANK, AS DOCUMENTATION AGENT, AND
WACHOVIA BANK, NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT,

                                                     NAME OF INSTITUTION:



                                       6

                                                                   EXHIBIT 10.13


                             CHIEF EXECUTIVE OFFICER
                              EMPLOYMENT AGREEMENT

         This Agreement is made by and between TRIMAS CORPORATION, a Delaware
corporation ("Company") and GRANT BEARD (hereinafter "Executive") effective
September 23, 2002 ("Effective Date"). In order to induce Executive to serve as
its President and Chief Executive Officer, Company enters into this Agreement
with Executive to set out the terms and conditions that will apply to
Executive's employment with Company. Executive is willing to accept such
employment and assignment and to perform services on the terms and conditions
hereinafter set forth. It is therefore hereby agreed by and between the parties
as follows:

         SECTION 1 - EMPLOYMENT

         (a)      Company employs Executive as its President and Chief Executive
                  Officer. In this capacity, Executive shall report to the Board
                  of Directors of Company (the "Board"). Executive accepts
                  employment in accordance with this Agreement and agrees to
                  devote his full business time and efforts to the performance
                  of his duties and responsibilities hereunder, subject at all
                  times to review and control of the Board. During the Term of
                  Employment, Executive also agrees to serve, if elected, as an
                  officer or director, or both of any subsidiary, limited
                  liability company, or other business entity, of which Company
                  or Heartland Industrial Partners, L.P. of Greenwich,
                  Connecticut ("Heartland") holds at least a fifty percent (50%)
                  ownership interest, without the payment of any additional
                  compensation therefor.

         (b)      Nothing in this Agreement shall preclude Executive from
                  engaging in charitable and community affairs, from managing
                  any passive investment (i.e., an investment with respect to
                  which Executive is in no way involved with the management or
                  operation of the entity in which Executive has invested) made
                  by him in equity securities or other property (provided that
                  no such investment may exceed five percent (5%) of the equity
                  of any publicly traded entity, unless Executive receives the
                  prior approval of the Board) or from serving, subject to the
                  prior approval of the Board, as a member of boards of
                  directors or as a trustee of any other corporation,
                  association or entity, to the extent that any of the above
                  activities do not conflict with any provision of this
                  Agreement.

         SECTION 2 - TERM OF EMPLOYMENT. Executive's term of employment under
this Agreement ("Term of Employment") shall commence on the Effective Date and,
subject to the terms hereof, shall terminate on the earlier of: December 31,
2006 ("Initial Period"); or the date that either party terminates Executive's
employment in accordance with the terms of this Agreement; provided that
subsequent to the Initial Period, the Term of Employment shall automatically
renew each January 1 for one year upon the same terms and conditions ("Renewal
Period"), unless Company delivers to Executive or Executive delivers to Company
written notice at least thirty (30) days in advance of the expiration of the
Initial Period or any Renewal Period, that the Term of Employment shall not be
extended, in which case the Term of Employment shall end at the end of the year
in which such notice was delivered and shall not be further extended except by
written agreement of Company and Executive. The expiration of the Term of
Employment under this Agreement shall not be a termination of this Agreement to
the extent that other provisions of this Agreement by their terms survive the
Term of Employment.

         SECTION 3 - COMPENSATION.

         (a)      Salary. During the Initial Period, Company shall pay Executive
                  at the rate of seven hundred fifty thousand dollars ($750,000)
                  per annum ("Base Salary"). Base Salary shall be payable in
                  accordance with the ordinary payroll practices of Company (but
                  not less often than monthly) and shall be subject to all
                  applicable federal, state and local withholding and reporting
                  requirements.



         (b)      Annual Value Creation Plan ("AVCP"). Executive shall be
                  eligible to participate in the AVCP, a copy of which has been
                  provided to Executive, subject to all the terms and conditions
                  of such plan, as such plan may be modified from time to time.
                  Executive and Company acknowledge that currently under the
                  AVCP Executive's annual target bonus equals one hundred (100%)
                  percent of Executive's annual Base Salary.

         SECTION 4 - EMPLOYEE BENEFITS.

         (a)      Employee Retirement Benefit Programs, Welfare Benefit
                  Programs, Plans and Practices. Company shall provide Executive
                  with coverage under any retirement benefit programs, welfare
                  benefit programs, plans and practices, that Company makes
                  available to its senior executives, in accordance with the
                  terms thereof, as such programs, plans and practices may be
                  amended from time to time in accordance with their terms.

         (b)      Vacation. Executive shall be entitled to twenty-five (25)
                  business days of paid vacation each calendar year, which shall
                  be taken at such times as are consistent with Executive's
                  responsibilities hereunder. Vacation days shall be subject to
                  the Company's general policies regarding vacation days, as
                  such policies may be modified from time to time.

         (c)      Perquisites. During Executive's employment hereunder, Company
                  shall provide Executive, subject to review and approval by a
                  Board member, 1) one country club membership and monthly dues,
                  2) one lease vehicle with value up to $55,000 or a monthly
                  allowance of $1,250.00 per month in lieu of vehicle, 3) use of
                  corporate chartered aircraft, 4) supplemental life insurance,
                  5) reimbursement of tax preparation and financial planning
                  fees within policy guidelines, and 6) annual executive
                  physical. Executive acknowledges that some portion of his
                  benefits or his personal use of perquisites will represent
                  additional personal income to him and will be reported to him
                  as such.

         (d)      Stock Options. Executive shall be eligible to participate in
                  the 2002 TriMas Long Term Equity Incentive Plan ("Company
                  Incentive Plan") in accordance with the terms and conditions
                  of such plan and any grant agreements thereunder. Executive
                  and Company acknowledge that currently under the Company
                  Incentive Plan Executive has been granted stock options for
                  555,500 shares of Company stock, none of which stock options
                  are vested as of the date hereof.

         SECTION 5 - EXPENSES. Subject to prevailing Company policy or such
guidelines as may be established by the Board, Company will reimburse Executive
for all reasonable expenses incurred by Executive in carrying out his duties.

         SECTION 6 - TERMINATION OF EMPLOYMENT. Either party may at any time for
any reason terminate Executive's Term of Employment, under the following terms
and conditions.

         (a)      Termination Without Cause or for Good Reason. If Executive's
                  employment is terminated during the Term of Employment by
                  Company for any reason other than Cause (as defined in Section
                  6(c) hereof), Disability (as defined in Section 6(e) hereof)
                  or death, or if Executive's employment is terminated by
                  Executive for Good Reason (as defined in Section 6(a)(2)
                  hereof), then Company shall pay Executive the Severance
                  Package. Any termination of employment that results from a
                  notice of nonrenewal given in accordance with Section 2 of
                  this Agreement shall not be a termination under this Section
                  6(a) but shall instead be a termination under Section 6(b)
                  below. Likewise, a termination by Executive without Good
                  Reason shall be a termination under Section 6(b) below and not
                  a termination under this Section 6(a).

                  (1)      For purposes of this Agreement, "Severance Package"
                           shall mean:

                                       2


                           (A)      Base Salary continuation for thirty (30)
                                    months at Executive's annual Base Salary
                                    rate in effect on the date of termination,
                                    subject to all applicable federal, state and
                                    local withholding and reporting
                                    requirements. These salary continuation
                                    payments shall be paid in accordance with
                                    usual Company payroll practices (but not
                                    less often than monthly);

                           (B)      A bonus equal to one hundred percent (100%)
                                    of the highest level of the previous five
                                    (5) years' award under AVCP, payable in
                                    equal installments over the thirty (30)
                                    month period described in Section 6(a)(1)(A)
                                    above, subject to the same withholding and
                                    reporting requirements. In addition,
                                    Executive shall receive the bonus for the
                                    most recently completed bonus term if a
                                    bonus has been declared for such term but
                                    not paid, and a pro rata bonus for the year
                                    of termination through the date of
                                    termination calculated at one hundred
                                    percent (100%) of the bonus opportunity for
                                    target performance for that term, multiplied
                                    by a fraction the numerator of which is the
                                    number of days that Executive was employed
                                    during such bonus term and the denominator
                                    of which is 365. The prorated bonus for the
                                    final year shall be paid in a single sum
                                    within ten (10) days of the termination of
                                    Executive's employment with Company. Any
                                    unpaid bonus shall be paid in accordance
                                    with customary practices for payment of
                                    bonuses under AVCP; and

                           (C)      Continuation of benefits under any life,
                                    group health, and dental insurance benefits
                                    substantially similar to those which
                                    Executive was receiving immediately prior to
                                    termination of employment until the earlier
                                    of:

                                    (i)      the end of the thirty (30) month
                                             period following Executive's
                                             termination of employment, or

                                    (ii)     the date on which Executive becomes
                                             eligible to receive any benefits
                                             under any plan or program of any
                                             other employer.

                                    The continuing coverage provided under this
                                    Section 6(a)(1)(C) is subject to Executive's
                                    eligibility to participate in such plans and
                                    all other terms and conditions of such
                                    plans, including Company's ability to modify
                                    or terminate such plans or coverages.
                                    Company may satisfy this obligation in whole
                                    or in part by paying the premium otherwise
                                    payable by Executive for continuing coverage
                                    under Section 601 et seq. of the Employee
                                    Retirement Income Security Act of 1974, as
                                    it may be amended or replaced from time to
                                    time. If Executive is not eligible for
                                    continued coverage under one of the
                                    Company-provided benefit plans noted in this
                                    paragraph (C) that he was participating in
                                    during his employment, Company shall pay
                                    Executive the cash equivalent of the
                                    insurance cost for the duration of the
                                    applicable period at the rate of the
                                    Company's cost of coverage for Executive's
                                    benefits as of the date of termination. Any
                                    obligation to pay the cash equivalent of
                                    such cost under this item may be settled, at
                                    Company's discretion, by a lump-sum payment
                                    of any remaining premiums.

                           (D)      All other benefits then accrued to Executive
                                    under all Company sponsored plans in
                                    accordance with the terms and conditions of
                                    those plans.

                  (2)      For purposes of this Agreement, a termination of
                           employment by Executive for "Good Reason" shall be a
                           termination by Executive following the occurrence of
                           any of the following events unless the Company has
                           cured as provided below:

                                       3


                           (A)      Removal from the position of President and
                                    Chief Executive Officer of the Company
                                    (other than as a result of a promotion or a
                                    change in position which is not material);
                                    or

                           (B)      Any material and permanent diminution in
                                    Executive's duties or responsibilities; or

                           (C)      A material reduction in the aggregate value
                                    of Base Salary or bonus opportunity or a
                                    material and permanent reduction in the
                                    aggregate value of other benefits provided
                                    to Executive by the Company; or

                           (D)      A permanent reassignment of Executive to
                                    another primary office, or a relocation of
                                    the Company office that is Executive's
                                    primary office, unless Executive's primary
                                    office following such reassignment or
                                    relocation is within a thirty-five (35) mile
                                    radius of Executive's primary office before
                                    the reassignment or relocation or
                                    Executive's permanent residence on the date
                                    of the reassignment or relocation.

                           Executive must notify Company of any event
                           constituting Good Reason within one hundred twenty
                           (120) days after Executive becomes aware of such
                           event or such event shall not constitute Good Reason
                           for purposes of this Agreement provided that Company
                           shall have fifteen (15) days from the date of such
                           notice to cure the Good Reason event. Executive
                           cannot terminate his employment for Good Reason if
                           Cause exists at the time of such termination. A
                           termination by Executive following cure shall not be
                           a termination for Good Reason. A failure of Executive
                           to notify Company after the first occurrence of an
                           event constituting Good Reason shall not preclude any
                           subsequent occurrences of such event (or similar
                           event) from constituting Good Reason.

         (b)      Voluntary Termination by Executive; Expiration of Employment
                  Term. If Executive terminates his employment with Company
                  without Good Reason, or if the Employment Term expires
                  following notice of nonrenewal by either party under Section
                  2, then Company shall pay Executive his accrued unpaid Base
                  Salary through the date of termination and the AVCP award for
                  the most recently completed year if an award has been declared
                  for such year but not paid. The accrued unpaid Base Salary
                  amounts payable under this Section 6(b) shall be payable in a
                  lump sum within ten (10) days of termination of employment.
                  Any accrued unpaid bonus amounts payable under this Section
                  6(b) shall be payable in accordance with customary practices
                  for payment of bonuses under AVCP. No prorated bonus for the
                  year of termination shall be paid. Any other benefits under
                  other plans and programs of Company in which Executive is
                  participating at the time of Executive's termination of
                  employment shall be paid, distributed, settled, or shall
                  expire in accordance with their terms, and Company shall have
                  no further obligations hereunder with respect to Executive
                  following the date of termination of employment.

         (c)      Termination for Cause. If Executive's employment is terminated
                  for Cause, Company shall pay Executive his accrued but unpaid
                  Base Salary through the date of the termination of employment,
                  and the AVCP award for the most recently completed year if an
                  award has been declared for such year but not paid. Executive
                  shall also be entitled to all other benefits then accrued to
                  Executive under all Company sponsored plans in accordance with
                  the terms and conditions of those plans. The accrued unpaid
                  Base Salary amounts payable under this Section 6(c) shall be
                  payable in a lump sum within ten (10) days of termination of
                  employment. Any accrued unpaid bonus amounts payable under
                  this Section 6(c) shall be payable in accordance with
                  customary practices for payment of bonuses under AVCP. No
                  prorated bonus for the year of termination shall be paid. As
                  used herein, the term "Cause" shall be limited to:

                                       4


                  (1)      Executive's conviction of or plea of guilty or nolo
                           contendere to a crime constituting a felony under the
                           laws of the United States or any state thereof or any
                           other jurisdiction in which Company conducts
                           business;

                  (2)      Executive's willful misconduct in the performance of
                           his duties to Company;

                  (3)      Executive's willful and continued failure to follow
                           the instructions of Company's Board; or

                  (4)      Executive's willful and/or continued neglect of
                           duties (other than any such neglect resulting from
                           incapacity of Executive due to physical or mental
                           illness);

provided, however, that Cause shall arise under items (3) or (4) only following
ten (10) days written notice thereof from Company which specifically identifies
such failure or neglect and the continuance of such failure or neglect during
such notice period. Any failure by Company to notify Executive after the first
occurrence of an event constituting Cause shall not preclude any subsequent
occurrences of such event (or a similar event) from constituting Cause.

         (d)      Termination Following a Change of Control. In the event
                  Executive's employment with Company terminates by reason of a
                  Qualifying Termination (as defined below) within three (3)
                  years after a Change of Control of Company (as defined below),
                  then, in lieu of the Severance Package, and subject to the
                  limitations described in Section 7 below, the Company shall
                  provide Executive the following termination benefits:

                  (1)      Termination Payments. Company shall pay Executive:

                           (A)      A single sum payment equal to three hundred
                                    percent (300%) of Executive's annual Base
                                    Salary rate in effect on the date of
                                    termination, subject to all applicable
                                    federal, state and local withholding and
                                    reporting requirements. This single-sum
                                    payment shall be paid within ten (10) days
                                    of termination of employment.

                           (B)      A bonus equal to three hundred percent
                                    (300%) of the target bonus opportunity under
                                    AVCP. In addition, Executive shall receive
                                    the bonus for the most recently completed
                                    bonus term if a bonus has been declared for
                                    such term but not paid, and a pro rata bonus
                                    for the year of termination through the date
                                    of termination calculated at one hundred
                                    percent (100%) of the bonus opportunity for
                                    target performance for that term, multiplied
                                    by a fraction the numerator of which is the
                                    number of days that Executive was employed
                                    during such bonus term and the denominator
                                    of which is 365. The prorated bonus for the
                                    final year shall be paid as a single sum
                                    within ten (10) days of termination of
                                    employment. Any unpaid bonus shall be paid
                                    in accordance with customary practices for
                                    payment of bonuses under AVCP.

                           (C)      All other benefits then accrued to Executive
                                    under all Company sponsored plans in
                                    accordance with the terms of those plans.

                           All payments under this Section 6(d), however, are
                           subject to the timing rules, calculations and
                           adjustments described in Sections 7 and 8.

                  (2)      Benefits Continuation. Executive shall continue to
                           receive life, group health and dental insurance
                           benefits substantially similar to those which
                           Executive was receiving immediately prior to the
                           Qualifying Termination until the earlier of:

                                       5


                           (A)      the end of the thirty-six (36) month period
                                    following Executive's termination of
                                    employment, or

                           (B)      the date on which Executive becomes eligible
                                    to receive any benefits under any plan or
                                    program of any other employer.

                           The continuing coverage provided under this Section
                           6(d)(2) is subject to Executive's eligibility to
                           participate in such plans and all other terms and
                           conditions of such plans, including Company's ability
                           to modify or terminate such plans or coverages.
                           Company may satisfy this obligation in whole or in
                           part by paying the premium otherwise payable by
                           Executive for continuing coverage under Section 601
                           et seq. of the Employee Retirement Income Security
                           Act of 1974, as it may be amended or replaced from
                           time to time. If Executive is not eligible for
                           continued coverage under one of the Company-provided
                           benefit plans noted in this paragraph (2) that he was
                           participating in during his employment, Company shall
                           pay Executive the cash equivalent of the insurance
                           cost for the duration of the applicable period at the
                           rate of the Company's cost of coverage for
                           Executive's benefits as of the date of termination.
                           Any obligation to pay the cash equivalent of such
                           cost of coverage under this item may be settled, at
                           Company's discretion by a lump-sum payment of any
                           remaining premiums.

                  (3)      Qualifying Termination. For purposes of this
                           Agreement, the term "Qualifying Termination" means a
                           termination of Executive's employment with the
                           Company for any reason other than:

                           (A)      death;

                           (B)      Disability, as defined herein;

                           (C)      Cause, as defined herein; or

                           (D)      A termination by Executive without Good
                                    Reason, as defined herein.

                  (4)      Change of Control Defined. For purposes of this
                           Agreement, a "Change of Control" means the first of
                           the following events to occur following the date
                           hereof:

                           (A)      the sale, lease, or transfer in one or a
                                    series of related transactions (i) of eighty
                                    percent (80%) or more of the consolidated
                                    assets of the Company and its subsidiaries,
                                    or (ii) of seventy-five percent (75%) or
                                    more (appropriately adjusted for stock
                                    splits, combinations, subdivisions, stock
                                    dividends and similar events) of the Capital
                                    Stock (as defined below) of the Company
                                    acquired by Heartland Industrial Partners,
                                    L.P. on the closing date under the Stock
                                    Purchase Agreement among the Company,
                                    Heartland Industrial Partners, L.P. and
                                    Metaldyne Corporation, dated as of May 17,
                                    2002 (the "Stock Purchase Agreement"), in
                                    either case to any Person (within the
                                    meaning set forth in Sections 13(d) and
                                    14(d) of the Securities Exchange Act of 1934
                                    ("1934 Act") or any similar successor
                                    provision, and the rules, regulations and
                                    interpretations promulgated thereunder)
                                    other than an affiliate of Heartland
                                    Industrial Partners, L.P., whether by way of
                                    any merger, consolidation or other business
                                    combination or purchase of beneficial
                                    ownership (within the meaning under Rule
                                    13d-3 of the 1934 Act) or otherwise, but not
                                    including (x) sales or transfers which are
                                    effected in order to comply with the
                                    preemptive rights provisions of Section 4.05
                                    of the Metaldyne Shareholders Agreement with
                                    respect to the investment by Heartland
                                    Industrial Partners, Inc. in the Company
                                    pursuant to the Stock Purchase Agreement, or
                                    (y) sales or transfers which are effected
                                    within one year after the date of closing


                                       6


                                    under the Stock Purchase Agreement at a
                                    price per share of not greater than $20 plus
                                    any interest charged (appropriately adjusted
                                    for stock splits, combinations,
                                    subdivisions, stock dividends and similar
                                    events); or

                           (B)      the date on which the individuals who
                                    constitute the Company's Board of Directors
                                    on the date of this Agreement, and any new
                                    members of the Company's Board of Directors
                                    who are hereafter designated by the
                                    Heartland Entities (as defined below) cease,
                                    for any reason, to constitute at least a
                                    majority of the members of the Board of
                                    Directors.

                  "Capital Stock" means, with respect to any person, any and all
                  shares, interests, participations, rights in or other
                  equivalents (however designated) of such person's capital
                  stock, and any rights (other than debt securities convertible
                  into capital stock), warrants or options exchangeable for or
                  convertible into such capital stock. "Heartland Entities"
                  means Heartland Industrial Partners, L.P., Heartland
                  Industrial Partners (FF), L.P., Heartland Industrial Partners
                  (E1), L.P., Heartland Industrial Partners (K1), L.P.,
                  Heartland Industrial Partners (C1), L.P. or any controlled
                  affiliate of any of these entities.

         (e)      Disability. In the event that Executive is unable to perform
                  his duties under this Agreement on account of a Disability
                  which continues for one hundred eighty (180) consecutive days
                  or more, or for an aggregate of one hundred eighty (180) days
                  in any period of twelve (12) months, Company may, in its
                  discretion, terminate Executive's employment hereunder.
                  Company's obligation to make payments under this Agreement
                  shall, except for accrued but unpaid Base Salary and AVCP
                  awards (including the prorated AVCP award for the year of
                  Disability through the date of employment termination,
                  prorated in the same manner as provided in Section
                  6(a)(1)(B)), cease on the first to occur of (1) the date that
                  is six (6) months after such termination or (2) the date
                  Executive becomes entitled to benefits under a
                  Company-provided long-term disability program. Executive shall
                  be entitled to all other benefits then accrued to Executive
                  under all Company sponsored plans in accordance with the terms
                  and conditions of those plans. For purposes of this Agreement,
                  "Disability" shall be defined by the terms of Company's
                  long-term disability policy, or, in the absence of such
                  policy, as a physical or mental disability that prevents
                  Executive from performing substantially all of his duties
                  under this Agreement and which is expected to be permanent.
                  Company may only terminate Executive on account of Disability
                  after giving due consideration to whether reasonable
                  accommodations can be made under which Executive is able to
                  fulfill his duties under this Agreement. The commencement date
                  and expected duration of any physical or mental condition that
                  prevents Executive from performing his duties hereunder shall
                  be determined by a medical doctor selected by Company and
                  reasonably acceptable to Executive. Company may, in its
                  discretion, require written confirmation from a physician of
                  Disability during any extended absence.

         (f)      Death. In the event of Executive's death during the Term of
                  Employment, all obligations of Company to make any further
                  payments, other than an obligation to pay any accrued but
                  unpaid Base Salary to the date of death and any accrued but
                  unpaid bonuses under AVCP to the date of death (including a
                  prorated AVCP award for the year of death, prorated in the
                  same manner as provided in Section 6(a)(1)(B)), shall
                  terminate upon Executive's death. Executive shall be entitled
                  to all other benefits then accrued to Executive under all
                  Company sponsored plans in accordance with the terms and
                  conditions of those plans.

         (g)      No Duplication of Benefits. Notwithstanding any provision of
                  this Agreement to the contrary, if Executive's employment is
                  terminated for any reason, in no event shall Executive be
                  eligible for payments under more than one subsection of this
                  Section 6.

         (h)      Payments Not Compensation. Any participation by Executive in,
                  and any terminating distributions and vested rights under,
                  Company-sponsored retirement or savings plans, regardless of

                                       7


                  whether such plans are qualified or nonqualified for tax
                  purposes, shall be governed by the terms of those respective
                  plans. For purposes of determining benefits and the amounts to
                  be paid to Executive under such plans, any salary continuation
                  or severance benefits other than salary or bonus accrued
                  before termination shall not be compensation for purposes of
                  accruing additional benefits under such plans.

         (i)      Executive's Duty to Provide Materials. Upon the termination of
                  the Term of Employment for any reason, Executive or his estate
                  shall surrender to Company all correspondence, letters, files,
                  contracts, mailing lists, customer lists, advertising
                  material, ledgers, supplies, equipment, checks, and all other
                  materials and records of any kind that are the property of
                  Company or any of its subsidiaries or affiliates, that may be
                  in Executive's possession or under his control, including all
                  copies of any of the foregoing.

         SECTION 7 - CAP ON PAYMENTS.

         (a)      General Rules. The Internal Revenue Code (the "Code") may
                  place significant tax burdens on Executive and Company if the
                  total payments made to Executive due to a Change of Control
                  exceed prescribed limits. For example, if Executive's "Base
                  Period Income" (as defined below) is $100,000, Executive's
                  limit or "Cap" is $299,999. If Executive's "Total Payments"
                  exceed the Cap by even $1.00, Executive is subject to an
                  excise tax under Section 4999 of the Code of 20% of all
                  amounts paid to Executive in excess of $100,000. In other
                  words, if Executive's Cap is $299,999, Executive will not be
                  subject to an excise tax if Executive receives exactly
                  $299,999. If Executive receives $300,000, Executive will be
                  subject to an excise tax of $40,000 (20% of $200,000). In
                  order to avoid this excise tax and the related adverse tax
                  consequences for Company, by signing this Agreement, Executive
                  will be agreeing that, subject to the exception noted below
                  and only in the event that Sections 280G(d)(1) and (2) of the
                  Code, and related provisions and regulations apply, the
                  present value of Executive's Total Payments will not exceed an
                  amount equal to Executive's Cap.

         (b)      Special Definitions. For purposes of this Section, the
                  following specialized terms will have the following meanings:

                  (1)      "Base Period Income". "Base Period Income" is an
                           amount equal to Executive's "annualized includable
                           compensation" for the "base period" as defined in
                           Sections 280G(d)(1) and (2) of the Code and the
                           regulations adopted thereunder. Generally,
                           Executive's "annualized includable compensation" is
                           the average of Executive's annual taxable income from
                           Company for the "base period," which is the five
                           calendar years prior to the year in which the Change
                           of Control occurs. These concepts are complicated and
                           technical and all of the rules set forth in the
                           applicable regulations apply for purposes of this
                           Agreement.

                  (2)      "Cap" or "280G Cap". "Cap" or "280G Cap" shall mean
                           an amount equal to 2.99 times Executive's "Base
                           Period Income." This is the maximum amount which
                           Executive may receive without becoming subject to the
                           excise tax imposed by Section 4999 of the Code or
                           which Company may pay without loss of deduction under
                           Section 280G of the Code.

                  (3)      "Total Payments". The "Total Payments" include any
                           "payments in the nature of compensation" (as defined
                           in Section 280G of the Code and the regulations
                           adopted thereunder), made pursuant to this Agreement
                           or otherwise, to or for Executive's benefit, the
                           receipt of which is contingent on a Change of Control
                           and to which Section 280G of the Code applies.

         (c)      Calculating the Cap and Adjusting Payments. If Company or
                  Executive believes that these rules will result in a reduction
                  of the payments to which Executive is entitled under this
                  Agreement, it


                                       8


                  will so notify the other party as soon as possible. Company
                  will then, at its expense, retain a "Consultant" (which shall
                  be a law firm, a certified public accounting firm, and/or a
                  firm of recognized executive compensation consultants) to
                  provide an opinion or opinions concerning whether Executive's
                  Total Payments exceed the limit discussed above. Company will
                  select the Consultant. At a minimum, the opinions required by
                  this Section must set forth the amount of Executive's Base
                  Period Income, the present value of the Total Payments and the
                  amount and present value of any excess parachute payments. If
                  the opinions state that there would be an excess parachute
                  payment, Executive's payments under this Agreement will be
                  reduced to the extent necessary to eliminate the excess.
                  Executive will be allowed to choose the payment that should be
                  reduced or eliminated, but the payment Executive chooses to
                  reduce or eliminate must be a payment determined by such
                  Consultant to be includable in Total Payments. Executive's
                  decision shall be in writing and delivered to Company within
                  thirty (30) days of Executive's receipt of such opinions. If
                  Executive fails to so notify Company, Company will decide
                  which payments to reduce or eliminate. If the Consultant
                  selected to provide the opinions referred to above so requests
                  in connection with the opinion required by this Section, a
                  firm of recognized executive compensation consultants selected
                  by Company shall provide an opinion, upon which such
                  Consultant may rely, as to the reasonableness of any item of
                  compensation as reasonable compensation for services rendered
                  before or after the Change of Control. If either Company or
                  Executive believes that Executive's Total Payments will exceed
                  the limitations of this Section, Company will nonetheless make
                  payments to Executive, at the times stated above, in the
                  maximum amount that it believes may be paid without exceeding
                  such limitations. The balance, if any, will then be paid after
                  the opinions called for above have been received. If the
                  amount paid to Executive by Company is ultimately determined,
                  pursuant to the opinion referred to above or by the Internal
                  Revenue Service, to have exceeded the limitation of this
                  Section, the excess will promptly be repaid by Executive with
                  interest thereon at the lowest "applicable federal rate"
                  provided in Section 1274(d) of the Code. If it is ultimately
                  determined, pursuant to the opinion referred to above or by
                  the Internal Revenue Service, that a greater payment should
                  have been made to Executive, Company shall pay Executive the
                  amount of the deficiency, together with interest thereon from
                  the date such amount should have been paid to the date of such
                  payment, at the rate set forth above, so that Executive will
                  have received or be entitled to receive the maximum amount to
                  which Executive is entitled under this Agreement.

         (d)      Effect of Repeal. In the event that the provisions of Sections
                  280G and 4999 of the Code are repealed without succession,
                  this Section shall be of no further force or effect.

         (e)      Exception. The Consultant selected pursuant to Section 7(c)
                  will calculate Executive's "Uncapped Benefit" and Executive's
                  "Capped Benefit." The limitations of Section 7(a) will not
                  apply to Executive if Executive's Uncapped Benefit is at least
                  one hundred and five percent (105%) of Executive's Capped
                  Benefit. For this purpose, Executive's "Uncapped Benefit" is
                  the amount to which Executive would be entitled pursuant to
                  Section 6(d), without regard to the limitations of Section
                  7(a). Executive's "Capped Benefit" is the amount to which
                  Executive would be entitled pursuant to Section 6(d) after the
                  application of the limitations of Section 7(a).

         SECTION 8 - TAX GROSS-UP.

         (a)      Gross-Up Payment. If the Cap imposed by Section 7(a) does not
                  apply to Executive because of the exception provided by
                  Section 7(e), Company will provide Executive with a "Gross-Up
                  Payment" if an excise tax is imposed on Executive pursuant to
                  Section 4999 of the Code. Except as otherwise noted below,
                  this Gross-Up Payment will consist of a single lump sum
                  payment in an amount such that after payment by Executive of
                  the "total presumed federal and state taxes" and the excise
                  taxes imposed by Section 4999 of the Code on the Gross-Up
                  Payment (and any interest or penalties actually imposed),
                  Executive would retain an amount of the Gross-Up Payment equal
                  to the remaining excise taxes imposed by Section 4999 of the
                  Code on Executive's Total Payments (calculated before the
                  Gross-Up Payment). For purposes of calculating Executive's
                  Gross-Up Payment, Executive's actual federal and state income
                  taxes will not be used. Instead, Company


                                       9


                  will use Executive's "total presumed federal and state taxes."
                  For purposes of this Agreement, Executive's "total presumed
                  federal and state taxes" shall be conclusively calculated
                  using a combined tax rate equal to the sum of the maximum
                  marginal federal and applicable state income tax rates. The
                  state tax rate for Executive's principal place of residence
                  will be used and no adjustments will be made for the deduction
                  of state taxes on the federal return, any deduction of federal
                  taxes on a state return, the loss of itemized deductions or
                  exemptions, or for any other purpose.

         (b)      Calculations. All determinations concerning whether a Gross-Up
                  Payment is required pursuant to Section 8(a) and the amount of
                  any Gross-Up Payment (as well as any assumptions to be used in
                  making such determinations) shall be made by the Consultant
                  selected pursuant to Section 7(c). The Consultant shall
                  provide Executive and Company with a written notice of the
                  amount of the excise taxes that Executive is required to pay
                  and the amount of the Gross-Up Payment. The notice from the
                  Consultant shall include any necessary calculations in support
                  of its conclusions. All fees and expenses of the Consultant
                  shall be paid by Company. Any Gross-Up Payment shall be made
                  by Company within fifteen (15) days after the mailing of such
                  notice. As a general rule, the Consultant's determination
                  shall be binding on Executive and Company. The application of
                  the excise tax rules of Section 4999, however, is complex and
                  uncertain and, as a result, the Internal Revenue Service may
                  disagree with the Consultant concerning the amount, if any, of
                  the excise taxes that are due. If the Internal Revenue Service
                  determines that excise taxes are due, or that the amount of
                  the excise taxes that are due is greater than the amount
                  determined by the Consultant, the Gross-Up Payment will be
                  recalculated by the Consultant to reflect the actual excise
                  taxes that Executive is required to pay (and any related
                  interest and penalties). Any deficiency will then be paid to
                  Executive by Company within fifteen (15) days of the receipt
                  of the revised calculations from the Consultant. If the
                  Internal Revenue Service determines that the amount of excise
                  taxes that Executive paid exceeds the amount due, Executive
                  shall return the excess to Company (along with any interest
                  paid to Executive on the overpayment) immediately upon receipt
                  from the Internal Revenue Service or other taxing authority.
                  Company has the right to challenge any excise tax
                  determinations made by the Internal Revenue Service. If
                  Company agrees to indemnify Executive from any taxes, interest
                  and penalties that may be imposed upon Executive (including
                  any taxes, interest and penalties on the amounts paid pursuant
                  to Company's indemnification agreement), Executive must
                  cooperate fully with Company in connection with any such
                  challenge. Company shall bear all costs associated with the
                  challenge of any determination made by the Internal Revenue
                  Service and Company shall control all such challenges. The
                  additional Gross-Up Payments called for by the preceding
                  paragraph shall not be made until Company has either exhausted
                  its (or Executive's) rights to challenge the determination or
                  indicated that it intends to concede or settle the excise tax
                  determination. Executive must notify Company in writing of any
                  claim or determination by the Internal Revenue Service that,
                  if upheld, would result in the payment of excise taxes in
                  amounts different from the amount initially specified by the
                  Consultant. Such notice shall be given as soon as possible but
                  in no event later than fifteen (15) days following Executive's
                  receipt of notice of the Internal Revenue Service's position.

         SECTION 9 - NOTICES. All notices or communications hereunder shall be
in writing, addressed as follows:

                  To Company:         TriMas Corporation
                                      c/o Heartland Industrial Partners, L.P.
                                      55 Railroad Avenue, 1st Floor
                                      Greenwich, CT 06830
                                      ATTN: David A. Stockman

                  with a copy to:     R. Jeffrey Pollock, Esq.
                                      McDonald, Hopkins, Burke &
                                      Haber Co., L.P.A.
                                      600 Superior Avenue, Suite 2100
                                      Cleveland, OH 44114

                                       10


                  To Executive:       Mr. Grant Beard
                                      2828 Amberly Road
                                      Bloomfield Village, MI 48301

                  with a copy to:     Brian D. O'Keefe, Esq.
                                      Hyman Lippitt, P.C.
                                      322 North Old Woodward
                                      Birmingham, MI 48009

Any such notice or communication shall be delivered by hand or by courier or
sent certified or registered mail, return receipt requested, postage prepaid,
addressed as above (or to such other address as such party may designate in a
notice duly delivered as described above), and the third (3rd) business day
after the actual date of mailing shall constitute the time at which notice was
given.

         SECTION 10 - SEPARABILITY; LEGAL FEES. If any provision of this
Agreement shall be declared to be invalid or unenforceable, in whole or in part,
such invalidity or unenforceability shall not affect the remaining provisions
hereof which shall remain in full force and effect. In the event of a dispute by
Company, Executive or others as to the validity or enforceability of, or
liability under, any provision of this Agreement, Company shall reimburse
Executive for all reasonable legal fees and expenses incurred by him in
connection with such dispute if Executive substantially prevails in the dispute
and if Executive has not substantially prevailed in such dispute one-half (1/2)
the amount of all reasonable legal fees and expenses incurred by him in
connection with such dispute except to the extent Executive's position is found
by a tribunal of competent jurisdiction to have been frivolous.

         SECTION 11 - ASSIGNMENT AND ASSUMPTION. This contract shall be binding
upon and inure to the benefit of the heirs and representatives of Executive and
the assigns and successors of Company, but neither this Agreement nor any rights
or obligations hereunder shall be assignable or otherwise subject to
hypothecation by Executive (except by will or by operation of the laws of
intestate succession) or by Company, except that Company may assign this
Agreement to any successor (whether by merger, purchase or otherwise) to all or
substantially all of the stock, assets or business of Company.

         SECTION 12 - AMENDMENT. This Agreement may only be amended by written
agreement of the parties hereto.

         SECTION 13 - NON-COMPETITION; NON-SOLICITATION; CONFIDENTIALITY.

         (a)      Executive represents that acceptance of employment under this
                  Agreement and performance under this Agreement are not in
                  violation of any restrictions or covenants under the terms of
                  any other agreements to which Executive is a party.

         (b)      Executive acknowledges and recognizes the highly competitive
                  nature of the business of Company and accordingly agrees that,
                  in consideration of this Agreement, the rights conferred
                  hereunder, and any payment hereunder, during the Term of
                  Employment and for the two year (2) year period following the
                  termination of Executive's employment with Company, for any
                  reason ("Non-Compete Term"), Executive shall not engage,
                  either directly or indirectly, as an employee, as a partner or
                  member of a limited liability entity, or as principal for
                  Executive's own account or jointly with others, or as a
                  stockholder in any corporation or joint stock association, in
                  any business other than Company or its subsidiaries which
                  designs, develops, manufacturers, distributes, sells or
                  markets the type of products or services sold, distributed or
                  provided by Company or its subsidiaries during the two (2)
                  year period prior to the date of termination (the "Business");
                  provided that nothing herein shall prevent Executive from
                  owning, directly or indirectly, not more than five percent
                  (5%) of the outstanding shares of, or any other equity
                  interest in, any entity engaged in the Business and listed or
                  traded on a national securities exchanges or in an
                  over-the-counter securities market.

                                       11


         (c)      During the Non-Compete Term, Executive shall not (1) directly
                  or indirectly employ or solicit, or receive or accept the
                  performance of services by, any active employee of Company or
                  any of its subsidiaries who is employed primarily in
                  connection with the Business, or directly or indirectly induce
                  any employee of Company to leave Company, or assist in any of
                  the foregoing except in connection with general, non-targeted
                  recruitment efforts such as advertisements and job listings,
                  or (2) solicit for business (relating to the Business) any
                  person who is a customer or former customer of Company or any
                  of its subsidiaries, unless such person shall have ceased to
                  have been such a customer for a period of at least six (6)
                  months.

         (d)      Executive shall not at any time (whether during or after his
                  employment with Company) disclose or use for Executive's own
                  benefit or purposes or the benefit or purposes of any other
                  person, firm, partnership, joint venture, association,
                  corporation or other business organization, entity or
                  enterprise other than Company and any of its subsidiaries, any
                  trade secrets, or other confidential information of the
                  Company, including but not limited to relating to customers,
                  development programs, costs, marketing, trading, investment,
                  sales activities, promotion, credit and financial data,
                  financing methods, plans or the business and affairs of
                  Company generally, or of any subsidiary of Company, unless
                  required to do so by applicable law or court order, subpoena
                  or decree or otherwise required by law, with reasonable
                  evidence of such determination promptly provided to Company.
                  The preceding sentence of this paragraph (d) shall not apply
                  to information which is not unique to Company or which is
                  generally known to the industry or the public other than as a
                  result of Executive's breach of this covenant. Executive
                  agrees that upon termination of employment with Company for
                  any reason, Executive will return to Company immediately all
                  memoranda, books, papers, plans, information, letters and
                  other data, and all copies thereof or therefrom, in any way
                  relating to the business of Company and its subsidiaries,
                  except that Executive may retain personal notes, notebooks and
                  diaries. Executive further agrees that Executive will not
                  retain or use for Executive's account at any time any trade
                  names, trademark or other proprietary business designation
                  used or owned by Company in connection with the business of
                  Company or its subsidiaries.

         (e)      It is expressly understood and agreed that although Executive
                  and Company consider the restrictions contained in this
                  Section 13 to be reasonable, if a final judicial determination
                  is made by a court of competent jurisdiction that the time or
                  territory or any other restriction contained in this Agreement
                  is an unenforceable restriction against Executive, the
                  provisions of this Agreement shall not be rendered void but
                  shall be deemed amended to apply as to such maximum time and
                  territory and to such maximum extent as such court may
                  judicially determine or indicate to be enforceable.
                  Alternatively, if any tribunal of competent jurisdiction finds
                  that any restriction contained in this Agreement is
                  unenforceable, and such restriction cannot be amended so as to
                  make it enforceable, such finding shall not affect the
                  enforceability of any of the other restrictions contained
                  herein.

         (f)      As a condition to the receipt of any benefits described in
                  this Agreement, Executive shall be required to execute an
                  agreement pursuant to which Executive releases any claims he
                  may have against Company and agrees to the continuing
                  enforceability of the restrictive covenants of this Agreement.

         (g)      This Section 13 will survive the termination of this
                  Agreement. Notwithstanding the foregoing or anything else in
                  this Agreement to the contrary, this Section 13 shall
                  automatically terminate and be rendered null and void and of
                  no further force or effect in the event that: (i) Executive is
                  terminated without Cause, or (ii) Executive terminates his
                  employment with Company for Good Reason; provided that
                  Executive shall in no event be released from any prohibition
                  enforceable at law or in equity against the unlawful use of
                  confidential or propriety information, or other forms of
                  unfair competition.

                                       12


         SECTION 14 - REMEDIES. Executive acknowledges and agrees that Company's
remedies at law for a breach or threatened breach of any of the provisions of
Section 13 would be inadequate and, in recognition of this fact, Executive
agrees that, in the event of such a breach or threatened breach, in addition to
any remedies at law, Executive shall forfeit all payments otherwise due under
this Agreement and shall return any severance package payment made. Moreover,
Company, without posting any bond, shall be entitled to seek equitable relief in
the form of specific performance, temporary restraining order, temporary or
permanent injunction or any other equitable remedy which may then be available.

         SECTION 15 - SURVIVORSHIP. The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations. The
provisions of this Section 15 are in addition to the survivorship provisions of
any other section of this Agreement.

         SECTION 16 - GOVERNING LAW; REVENUE AND JURISDICTION. If any judicial
or administrative proceeding or claim relating to or pertaining to this
Agreement is initiated by either party hereto, such proceeding or claim shall
and must be filed in a state or federal court located in Oakland County or Wayne
County, Michigan and such proceeding or claim shall be governed by and construed
under Michigan law, without regard to conflict of law and principals.

         SECTION 17 - DISPUTE RESOLUTION. Company and Consultant shall, in good
faith, first attempt to resolve any dispute, controversy or claim arising out of
or relating to this Agreement by face-to-face negotiations. If any such dispute,
controversy or claim is not resolved within thirty (30) days after such
negotiations begin, such dispute, controversy or claim shall be resolved in
accordance with the TriMas Dispute Resolution Policy in effect at the time such
dispute arises. The TriMas Dispute Resolution Policy in effect at the time of
this Agreement is attached to this Agreement.

         SECTION 18 - EFFECT ON PRIOR AGREEMENTS. This Agreement contains the
entire understanding between the parties hereto and supersedes in all respects
any prior or other agreement or understanding, both written and oral, between
Company, any affiliate of Company or any predecessor of Company or affiliate of
any predecessor of Company and Executive.

         SECTION 19 - WITHHOLDING. Company shall be entitled to withhold from
payment any amount of withholding required by law.

         SECTION 20 - SECTION HEADINGS AND CONSTRUCTION. The headings of
sections in this Agreement are provided for convenience only and will not effect
its construction or interpretation. All references to "Section" or "Sections"
refer to the corresponding section or sections of this Agreement unless
otherwise specified. All words used in this Agreement will be construed to be of
such gender or number as circumstances require.

         SECTION 21 - COUNTERPARTS. This Agreement may be executed in one (1) or
more counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same Agreement.

         SECTION 22 - INDEMNIFICATION. Company shall indemnify Executive for his
acts or omissions as a director or officer of the Company to the extent provided
by the Company's Amended and Restated Certificate of Incorporation, as may be
amended from time to time.



                                       13



         Intending to be legally bound hereby, the parties have executed this
Agreement on the dates set forth next to their names below.

                                                         COMPANY
                                                    TRIMAS CORPORATION

________________________________________   By:
                           Date                -----------------------------
                                           Its:
                                               -----------------------------


                                                         EXECUTIVE

________________________________________
                           Date            ---------------------------------
                                                        GRANT BEARD

                                       14

                                                                   EXHIBIT 10.14


                              EMPLOYMENT AGREEMENT

         This Agreement is made by and between TRIMAS CORPORATION, a Delaware
corporation ("Company") and TODD R. PETERS (hereinafter "Executive") June 6,
2002 ("Effective Date"). In order to induce Executive to serve as its Executive
Vice President & Chief Financial Officer, Company enters into this Agreement
with Executive to set out the terms and conditions that will apply to
Executive's employment with Company. Executive is willing to accept such
employment and assignment and to perform services on the terms and conditions
hereinafter set forth. It is therefore hereby agreed by and between the parties
as follows:

         SECTION 1 - EMPLOYMENT.

         (a)      Company employs Executive as its Executive Vice President &
                  Chief Financial Officer. In this capacity, Executive shall
                  report to the President and Chief Executive Officer ("CEO").
                  Executive accepts employment in accordance with this Agreement
                  and agrees to devote his full business time and efforts to the
                  performance of his duties and responsibilities hereunder.

         (b)      Nothing in this Agreement shall preclude Executive from
                  engaging in charitable and community affairs, from managing
                  any passive investment (i.e., an investment with respect to
                  which Executive is in no way involved with the management or
                  operation of the entity in which Executive has invested) made
                  by him in publicly traded equity securities or other property
                  (provided that no such investment may exceed five percent (5%)
                  of the equity of any entity, without the prior approval of the
                  Board of Directors of Company (the "Board")), or from serving,
                  subject to the prior approval of the Board, as a member of
                  boards of directors or as a trustee of any other corporation,
                  association or entity, to the extent that any of the above
                  activities do not conflict with any provision of this
                  Agreement.

         SECTION 2 - TERM OF EMPLOYMENT. Executive's term of employment under
this Agreement ("Term of Employment") shall commence on the Effective Date and,
subject to the terms hereof, shall terminate on the earlier of: December 31,
2004 ("Initial Period"); or the date that either party terminates Executive's
employment under this Agreement; provided that subsequent to the Initial Period,
the Term of Employment shall automatically renew each January 1 for one year
("Renewal Period"), unless Company delivers to Executive or Executive delivers
to Company written notice at least thirty (30) days in advance of the expiration
of the Initial Period or any Renewal Period, that the Term of Employment shall
not be extended, in which case the Term of Employment shall end at the end of
the Year in which such notice was delivered and shall not be further extended
except by written agreement of Company and Executive. The expiration of the Term
of Employment under this Agreement shall not be a termination of this Agreement
to the extent that other provisions of this Agreement by their terms survive the
Term of Employment. For purposes of this Agreement, the term "Year" shall mean
the twelve-month period commencing on the Effective Date and each anniversary of
the Effective Date.

         SECTION 3 - COMPENSATION.

         (a)      Salary. During the Initial Period, Company shall pay Executive
                  at the rate of Three Hundred Forty Thousand Dollars ($340,000)
                  per annum ("Base Salary"). Base Salary shall be payable in
                  accordance with the ordinary payroll practices of Company and
                  shall be subject to all applicable federal, state and local
                  withholding and reporting requirements. Base Salary may be
                  adjusted by the CEO during the Term of Employment.

         (b)      Annual Value Creation Plan ("AVCP"). Executive shall be
                  eligible to participate in the AVCP, a copy of which has been
                  provided to Executive, subject to all the terms and conditions
                  of such plan, as such plan may be modified from time to time.



         SECTION 4 - EMPLOYEE BENEFITS.

         (a)      Employee Retirement Benefit Programs, Welfare Benefit
                  Programs, Plans and Practices. Company shall provide Executive
                  with coverage under any retirement benefit programs, welfare
                  benefit programs, plans and practices, that Company makes
                  available to its senior executives, in accordance with the
                  terms thereof, as such programs, plans and practices may be
                  amended from time to time in accordance with their terms.

         (b)      Vacation. Executive shall be entitled to twenty (20) business
                  days of paid vacation each calendar year, which shall be taken
                  at such times as are consistent with Executive's
                  responsibilities hereunder. Vacation days shall be subject to
                  the Company's general policies regarding vacation days, as
                  such policies may be modified from time to time.

         (c)      Perquisites. During Executive's employment hereunder, Company
                  shall provide Executive, subject to review and approval by the
                  CEO, with such additional perquisites as are generally
                  available to similarly-situated executives.

         (d)      Stock Options. Executive shall be eligible to participate in
                  the TriMas Corporation 2002 Long Term Equity Incentive Plan in
                  accordance with the terms and conditions of such plan and any
                  grant agreements thereunder.

         SECTION 5 - EXPENSES. Subject to prevailing Company policy or such
guidelines as may be established by the CEO or his delegee, Company will
reimburse Executive for all reasonable expenses incurred by Executive in
carrying out his duties.

         SECTION 6 - TERMINATION OF EMPLOYMENT. The respective rights and
responsibilities of the parties to this Agreement notwithstanding, Executive
remains an employee-at-will, and his Term of Employment may be terminated by
either party at any time for any reason by written notice.

         (a)      Termination Without Cause or for Good Reason. If Executive's
                  employment is terminated during the Term of Employment by
                  Company for any reason other than Cause (as defined in Section
                  6(c) hereof), Disability (as defined in Section 6(e) hereof)
                  or death, or if Executive's employment is terminated by
                  Executive for Good Reason (as defined in Section 6(a)(2)
                  hereof), then Company shall pay Executive the Severance
                  Package. Any termination of employment that results from a
                  notice of nonrenewal given in accordance with Section 2 of
                  this Agreement shall not be a termination under this Section
                  6(a) but shall instead be a termination under Section 6(b)
                  below. Likewise, a termination by Executive without Good
                  Reason shall be a termination under Section 6(b) below and not
                  a termination under this Section 6(a).

                  (1)      For purposes of this Agreement, "Severance Package"
                           shall mean:

                           (A)      Base Salary continuation for twenty-four
                                    (24) months at Executive's annual Base
                                    Salary rate in effect on the date of
                                    termination, subject to all applicable
                                    federal, state and local withholding and
                                    reporting requirements. These salary
                                    continuation payments shall be paid in
                                    accordance with usual Company payroll
                                    practices;

                           (B)      A bonus equal to two hundred percent (200%)
                                    of the target bonus opportunity under AVCP,
                                    payable in equal installments over the
                                    twenty-four (24) month period described in
                                    Section 6(a)(1)(A) above, subject to the
                                    same withholding and reporting requirements.
                                    In addition, Executive shall receive the
                                    bonus for the most recently completed bonus
                                    term if a bonus has been declared for such
                                    term but not paid, and a pro rata bonus for
                                    the year of termination through the date of
                                    termination calculated at one hundred
                                    percent (100%) of the bonus opportunity



                                       2


                                    for target performance for that term,
                                    multiplied by a fraction the numerator of
                                    which is the number of days that Executive
                                    was employed during such bonus term and the
                                    denominator of which is 365. The prorated
                                    bonus for the final year shall be paid in a
                                    single sum within ten (10) days of the
                                    termination of Executive's employment with
                                    Company. Any unpaid bonus shall be paid in
                                    accordance with customary practices for
                                    payment of bonuses under AVCP; and

                           (C)      Continuation of benefits under any life,
                                    group medical, and dental insurance benefits
                                    substantially similar to those which
                                    Executive was receiving immediately prior to
                                    termination of employment until the earlier
                                    of:

                                    (i)      the end of the twenty-four (24)
                                             month period following Executive's
                                             termination of employment, or

                                    (ii)     the date on which Executive becomes
                                             eligible to receive any benefits
                                             under any plan or program of any
                                             other employer.

                                    The continuing coverage provided under this
                                    Section 6(a)(1)(C) is subject to Executive's
                                    eligibility to participate in such plans and
                                    all other terms and conditions of such
                                    plans, including without limitation, any
                                    employee contribution requirements and
                                    Company's ability to modify or terminate
                                    such plans or coverages. Company may satisfy
                                    this obligation in whole or in part by
                                    paying the premium otherwise payable by
                                    Executive for continuing coverage under
                                    Section 601 et seq. of the Employee
                                    Retirement Income Security Act of 1974, as
                                    it may be amended or replaced from time to
                                    time. If Executive is not eligible for
                                    continued coverage under one of the
                                    Company-provided benefit plans noted in this
                                    paragraph (C) that he was participating in
                                    during his employment, Company shall pay
                                    Executive the cash equivalent of the
                                    insurance cost for the duration of the
                                    applicable period at the rate of the
                                    Company's cost of coverage for Executive's
                                    benefits as of the date of termination. Any
                                    obligation to pay the cash equivalent of
                                    such cost under this item may be settled, at
                                    Company's discretion, by a lump-sum payment
                                    of any remaining premiums.

                  (2)      For purposes of this Agreement, a termination of
                           employment by Executive for "Good Reason" shall be a
                           termination by Executive following the occurrence of
                           any of the following events unless Company has cured
                           as provided below:

                           (A)      A material and permanent diminution in
                                    Executive's duties or responsibilities;

                           (B)      A material reduction in the aggregate value
                                    of Base Salary and bonus opportunity; or

                           (C)      A permanent reassignment of Executive to
                                    another primary office, or a relocation of
                                    the Company office that is Executive's
                                    primary office, unless Executive's primary
                                    office following such reassignment or
                                    relocation is within thirty-five (35) miles
                                    of Executive's primary office before the
                                    reassignment or relocation or Executive's
                                    permanent residence on the date of the
                                    reassignment or relocation.

                           Executive must notify Company of any event
                           constituting Good Reason within one hundred twenty
                           (120) days after Executive becomes aware of such
                           event or such event shall not constitute Good Reason
                           for purposes of this Agreement provided that Company
                           shall have fifteen (15) days from the date of such
                           notice to cure the Good Reason event. Executive
                           cannot terminate his employment for Good Reason if
                           Cause exists at the time of


                                       3


                           such termination. A termination by Executive
                           following cure shall not be a termination for Good
                           Reason. A failure of Executive to notify Company
                           after the first occurrence of an event constituting
                           Good Reason shall not preclude any subsequent
                           occurrences of such event (or similar event) from
                           constituting Good Reason.

         (b)      Voluntary Termination by Executive; Expiration of Employment
                  Term. If Executive terminates his employment with Company
                  without Good Reason, or if the Employment Term expires
                  following notice of nonrenewal by either party under Section
                  2, then Company shall pay Executive his accrued unpaid Base
                  Salary through the date of termination and the AVCP award for
                  the most recently completed year if an award has been declared
                  for such year but not paid. The accrued unpaid Base Salary
                  amounts payable under this Section 6(b) shall be payable in a
                  lump sum within ten (10) days of termination of employment.
                  Any accrued unpaid bonus amounts payable under this Section
                  6(b) shall be payable in accordance with customary practices
                  for payment of bonuses under AVCP. No prorated bonus for the
                  year of termination shall be paid. Any other benefits under
                  other plans and programs of Company in which Executive is
                  participating at the time of Executive's termination of
                  employment shall be paid, distributed, settled, or shall
                  expire in accordance with their terms, and Company shall have
                  no further obligations hereunder with respect to Executive
                  following the date of termination of employment.

         (c)      Termination for Cause. If Executive's employment is terminated
                  for Cause, Company shall pay Executive his accrued but unpaid
                  Base Salary through the date of the termination of employment,
                  and no further payments or benefits shall be owed. The accrued
                  unpaid Base Salary amounts payable under this Section 6(c)
                  shall be payable in a lump sum within ten (10) days of
                  termination of employment. As used herein, the term "Cause"
                  shall be limited to:

                  (1)      Executive's conviction of or plea of guilty or nolo
                           contendere to a crime constituting a felony under the
                           laws of the United States or any state thereof or any
                           other jurisdiction in which Company conducts
                           business;

                  (2)      Executive's willful misconduct in the performance of
                           his duties to Company;

                  (3)      Executive's willful and continued failure to follow
                           the instructions of Company's Board or the CEO; or

                  (4)      Executive's willful and/or continued neglect of
                           duties (other than any such neglect resulting from
                           incapacity of Executive due to physical or mental
                           illness);

                  provided, however, that Cause shall arise under items (3) or
                  (4) only following ten (10) days written notice thereof from
                  Company which specifically identifies such failure or neglect
                  and the continuance of such failure or neglect during such
                  notice period. Any failure by Company to notify Executive
                  after the first occurrence of an event constituting Cause
                  shall not preclude any subsequent occurrences of such event
                  (or a similar event) from constituting Cause.

         (d)      Termination Following a Change of Control. In the event
                  Executive's employment with Company terminates by reason of a
                  Qualifying Termination (as defined below) within three (3)
                  years after a Change of Control of Company (as defined below),
                  then, in lieu of the Severance Package, and subject to the
                  limitations described in Section 7 below, the Company shall
                  provide Executive the following termination benefits:

                  (1)      Termination Payments. Company shall pay Executive:

                           (A)      A single sum payment equal to two hundred
                                    and fifty percent (250%) of Executive's
                                    annual Base Salary rate in effect on the
                                    date of termination, subject to all
                                    applicable federal, state and local
                                    withholding and reporting requirements. This

                                       4


                                    single-sum payment shall be paid within ten
                                    (10) days of termination of employment;

                           (B)      (B) A bonus equal to two hundred and fifty
                                    percent (250%) of the target bonus
                                    opportunity under AVCP. In addition,
                                    Executive shall receive the bonus for the
                                    most recently completed bonus term if a
                                    bonus has been declared for such term but
                                    not paid, and a pro rata bonus for the year
                                    of termination through the date of
                                    termination calculated at one hundred
                                    percent (100%) of the bonus opportunity for
                                    target performance for that term, multiplied
                                    by a fraction the numerator of which is the
                                    number of days that Executive was employed
                                    during such bonus term and the denominator
                                    of which is 365. The prorated bonus for the
                                    final year shall be paid as a single sum
                                    within ten (10) days of termination of
                                    employment. Any unpaid bonus shall be paid
                                    in accordance with customary practices for
                                    payment of bonuses under AVCP.

                           All payments under this Section 6(d), however, are
                           subject to the timing rules, calculations and
                           adjustments described in Sections 7 and 8.

                  (2)      Benefits Continuation. Executive shall continue to
                           receive life, group medical and dental insurance
                           benefits substantially similar to those which
                           Executive was receiving immediately prior to the
                           Qualifying Termination until the earlier of:

                           (A)      the end of the thirty (30) month period
                                    following Executive's termination of
                                    employment, or

                           (B)      the date on which Executive becomes eligible
                                    to receive any benefits under any plan or
                                    program of any other employer.

                          The continuing coverage provided under this Section
                          6(d)(2) is subject to Executive's eligibility to
                          participate in such plans and all other terms and
                          conditions of such plans, including without
                          limitation, any employee contribution requirements and
                          Company's ability to modify or terminate such plans or
                          coverages. Company may satisfy this obligation in
                          whole or in part by paying the premium otherwise
                          payable by Executive for continuing coverage under
                          Section 601 et seq. of the Employee Retirement Income
                          Security Act of 1974, as it may be amended or replaced
                          from time to time. If Executive is not eligible for
                          continued coverage under one of the Company-provided
                          benefit plans noted in this paragraph (2) that he was
                          participating in during his employment, Company shall
                          pay Executive the cash equivalent of the insurance
                          cost for the duration of the applicable period at the
                          rate of the Company's cost of coverage for Executive's
                          benefits as of the date of termination. Any obligation
                          to pay the cash equivalent of such cost of coverage
                          under this item may be settled, at Company's
                          discretion, by a lump-sum payment of any remaining
                          premiums.

                  (3)      Qualifying Termination. For purposes of this
                           Agreement, the term "Qualifying Termination" means a
                           termination of Executive's employment with the
                           Company for any reason other than:

                           (A)      Death;

                           (B)      Disability, as defined herein;

                           (C)      Cause, as defined herein; or

                           (D)      A termination by Executive without Good
                                    Reason, as defined herein.

                                       5


                  (4)      Change of Control Defined. For purposes of this
                           Agreement, a "Change of Control" means the first of
                           the following events to occur following the date
                           hereof:

                           (A)      the sale, lease, or transfer in one or a
                                    series of related transactions (i) of eighty
                                    percent (80%) or more of the consolidated
                                    assets of the Company and its subsidiaries,
                                    or (ii) of seventy-five percent (75%) or
                                    more (appropriately adjusted for stock
                                    splits, combinations, subdivisions, stock
                                    dividends and similar events) of the Capital
                                    Stock (as defined below) of the Company
                                    acquired by Heartland Industrial Partners,
                                    L.P. on the closing date under the Stock
                                    Purchase Agreement among the Company,
                                    Heartland Industrial Partners, L.P. and
                                    Metaldyne Corporation, dated as of May 17,
                                    2002 (the "Stock Purchase Agreement"), in
                                    either case to any Person (within the
                                    meaning set forth in Sections 13(d) and
                                    14(d) of the Securities Exchange Act of 1934
                                    ("1934 Act") or any similar successor
                                    provision, and the rules, regulations and
                                    interpretations promulgated thereunder)
                                    other than an affiliate of Heartland
                                    Industrial Partners, L.P., whether by way of
                                    any merger, consolidation or other business
                                    combination or purchase of beneficial
                                    ownership (within the meaning under Rule
                                    13d-3 of the 1934 Act) or otherwise, but not
                                    including (x) sales or transfers which are
                                    effected in order to comply with the
                                    preemptive rights provisions of Section 4.05
                                    of the Metaldyne Shareholders Agreement with
                                    respect to the investment by Heartland
                                    Industrial Partners, Inc. in the Company
                                    pursuant to the Stock Purchase Agreement, or
                                    (y) sales or transfers which are effected
                                    within one year after the date of closing
                                    under the Stock Purchase Agreement at a
                                    price per share of not greater than $20 plus
                                    any interest charged (appropriately adjusted
                                    for stock splits, combinations,
                                    subdivisions, stock dividends and similar
                                    events); or

                           (B)      the date on which the individuals who
                                    constitute the Company's Board of Directors
                                    on the date of this Agreement, and any new
                                    members of the Company's Board of Directors
                                    who are hereafter designated by the
                                    Heartland Entities (as defined below) cease,
                                    for any reason, to constitute at least a
                                    majority of the members of the Board of
                                    Directors.

                  "Capital Stock" means, with respect to any person, any and all
                  shares, interests, participations, rights in or other
                  equivalents (however designated) of such person's capital
                  stock, and any rights (other than debt securities convertible
                  into capital stock), warrants or options exchangeable for or
                  convertible into such capital stock. "Heartland Entities"
                  means Heartland Industrial Partners, L.P., Heartland
                  Industrial Partners (FF), L.P., Heartland Industrial Partners
                  (E1), L.P., Heartland Industrial Partners (K1), L.P.,
                  Heartland Industrial Partners (C1), L.P. or any controlled
                  affiliate of any of these entities.

         (e)      Disability. In the event that Executive is unable to perform
                  his duties under this Agreement on account of a disability
                  which continues for one hundred eighty (180) consecutive days
                  or more, or for an aggregate of one hundred eighty (180) days
                  in any period of twelve (12) months, Company may, in its
                  discretion, terminate Executive's employment hereunder.
                  Company's obligation to make payments under this Agreement
                  shall, except for earned but unpaid Base Salary and AVCP
                  awards, cease on the first to occur of (i) the date that is
                  six (6) months after such termination or (ii) the date
                  Executive becomes entitled to benefits under a
                  Company-provided long-term disability program. For purposes of
                  this Agreement, "Disability" shall be defined by the terms of
                  Company's long-term disability policy, or, in the absence of
                  such policy, as a physical or mental disability that prevents
                  Executive from performing substantially all of his duties
                  under this Agreement and which is expected to be permanent.
                  Company may only terminate Executive on account of Disability
                  after giving due consideration to whether reasonable
                  accommodations can be made under which Executive is able to
                  fulfill his duties under this Agreement. The commencement date
                  and expected duration of any physical or mental condition that
                  prevents Executive from perform-


                                       6


                  ing his duties hereunder shall be determined by a medical
                  doctor selected by Company. Company may, in its discretion,
                  require written confirmation from a physician of Disability
                  during any extended absence.

         (f)      Death. In the event of Executive's death during the Term of
                  Employment, all obligations of Company to make any further
                  payments, other than an obligation to pay any accrued but
                  unpaid Base Salary to the date of death and any accrued but
                  unpaid bonuses under AVCP to the date of death, shall
                  terminate upon Executive's death.

         (g)      No Duplication of Benefits. Notwithstanding any provision of
                  this Agreement to the contrary, if Executive's employment is
                  terminated for any reason, in no event shall Executive be
                  eligible for payments under more than one subsection of this
                  Section 6.

         (h)      Payments Not Compensation. Any participation by Executive in,
                  and any terminating distributions and vested rights under,
                  Company-sponsored retirement or savings plans, regardless of
                  whether such plans are qualified or nonqualified for tax
                  purposes, shall be governed by the terms of those respective
                  plans. For purposes of determining benefits and the amounts to
                  be paid to Executive under such plans, any salary continuation
                  or severance benefits other than salary or bonus accrued
                  before termination shall not be compensation for purposes of
                  accruing additional benefits under such plans.

         (i)      Executive's Duty to Provide Materials. Upon the termination of
                  the Term of Employment for any reason, Executive or his estate
                  shall surrender to Company all correspondence, letters, files,
                  contracts, mailing lists, customer lists, advertising
                  material, ledgers, supplies, equipment, checks, and all other
                  materials and records of any kind that are the property of
                  Company or any of its subsidiaries or affiliates, that may be
                  in Executive's possession or under his control, including all
                  copies of any of the foregoing.

         SECTION 7 - CAP ON PAYMENTS.

         (a)      General Rules. The Internal Revenue Code (the "Code") may
                  place significant tax burdens on Executive and Company if the
                  total payments made to Executive due to a Change of Control
                  exceed prescribed limits. For example, if Executive's "Base
                  Period Income" (as defined below) is $100,000, Executive's
                  limit or "Cap" is $299,999. If Executive's "Total Payments"
                  exceed the Cap by even $1.00, Executive is subject to an
                  excise tax under Section 4999 of the Code of 20% of all
                  amounts paid to Executive in excess of $100,000. In other
                  words, if Executive's Cap is $299,999, Executive will not be
                  subject to an excise tax if Executive receives exactly
                  $299,999. If Executive receives $300,000, Executive will be
                  subject to an excise tax of $40,000 (20% of $200,000). In
                  order to avoid this excise tax and the related adverse tax
                  consequences for Company, by signing this Agreement, Executive
                  will be agreeing that, subject to the exception noted below,
                  the present value of Executive's Total Payments will not
                  exceed an amount equal to Executive's Cap.

         (b)      Special Definitions. For purposes of this Section, the
                  following specialized terms will have the following meanings:

                  (1)      "Base Period Income". "Base Period Income" is an
                           amount equal to Executive's "annualized includable
                           compensation" for the "base period" as defined in
                           Sections 280G(d)(1) and (2) of the Code and the
                           regulations adopted thereunder. Generally,
                           Executive's "annualized includable compensation" is
                           the average of Executive's annual taxable income from
                           Company for the "base period," which is the five
                           calendar years prior to the year in which the Change
                           of Control occurs. These concepts are complicated and
                           technical and all of the rules set forth in the
                           applicable regulations apply for purposes of this
                           Agreement.

                                       7


                  (2)      "Cap" or "280G Cap". "Cap" or "280G Cap" shall mean
                           an amount equal to 2.99 times Executive's "Base
                           Period Income." This is the maximum amount which
                           Executive may receive without becoming subject to the
                           excise tax imposed by Section 4999 of the Code or
                           which Company may pay without loss of deduction under
                           Section 280G of the Code.

                  (3)      "Total Payments". The "Total Payments" include any
                           "payments in the nature of compensation" (as defined
                           in Section 280G of the Code and the regulations
                           adopted thereunder), made pursuant to this Agreement
                           or otherwise, to or for Executive's benefit, the
                           receipt of which is contingent on a Change of Control
                           and to which Section 280G of the Code applies.

         (c)      Calculating the Cap and Adjusting Payments. If Company
                  believes that these rules will result in a reduction of the
                  payments to which Executive is entitled under this Agreement,
                  it will so notify Executive as soon as possible. Company will
                  then, at its expense, retain a "Consultant" (which shall be a
                  law firm, a certified public accounting firm, and/or a firm of
                  recognized executive compensation consultants) to provide an
                  opinion or opinions concerning whether Executive's Total
                  Payments exceed the limit discussed above. Company will select
                  the Consultant. At a minimum, the opinions required by this
                  Section must set forth the amount of Executive's Base Period
                  Income, the present value of the Total Payments and the amount
                  and present value of any excess parachute payments. If the
                  opinions state that there would be an excess parachute
                  payment, Executive's payments under this Agreement will be
                  reduced to the extent necessary to eliminate the excess.
                  Executive will be allowed to choose the payment that should be
                  reduced or eliminated, but the payment Executive chooses to
                  reduce or eliminate must be a payment determined by such
                  Consultant to be includable in Total Payments. Executive's
                  decision shall be in writing and delivered to Company within
                  thirty (30) days of Executive's receipt of such opinions. If
                  Executive fails to so notify Company, Company will decide
                  which payments to reduce or eliminate. If the Consultant
                  selected to provide the opinions referred to above so requests
                  in connection with the opinion required by this Section, a
                  firm of recognized executive compensation consultants selected
                  by Company shall provide an opinion, upon which such
                  Consultant may rely, as to the reasonableness of any item of
                  compensation as reasonable compensation for services rendered
                  before or after the Change of Control. If Company believes
                  that Executive's Total Payments will exceed the limitations of
                  this Section, it will nonetheless make payments to Executive,
                  at the times stated above, in the maximum amount that it
                  believes may be paid without exceeding such limitations. The
                  balance, if any, will then be paid after the opinions called
                  for above have been received. If the amount paid to Executive
                  by Company is ultimately determined, pursuant to the opinion
                  referred to above or by the Internal Revenue Service, to have
                  exceeded the limitation of this Section, the excess will be
                  treated as a loan to Executive by Company and shall be
                  repayable on the ninetieth (90th) day following demand by
                  Company, together with interest at the lowest "applicable
                  federal rate" provided in Section 1274(d) of the Code. If it
                  is ultimately determined, pursuant to the opinion referred to
                  above or by the Internal Revenue Service, that a greater
                  payment should have been made to Executive, Company shall pay
                  Executive the amount of the deficiency, together with interest
                  thereon from the date such amount should have been paid to the
                  date of such payment, at the rate set forth above, so that
                  Executive will have received or be entitled to receive the
                  maximum amount to which Executive is entitled under this
                  Agreement.

         (d)      Effect of Repeal. In the event that the provisions of Sections
                  280G and 4999 of the Code are repealed without succession,
                  this Section shall be of no further force or effect.

         (e)      Exception. The Consultant selected pursuant to Section 7(c)
                  will calculate Executive's "Uncapped Benefit" and Executive's
                  "Capped Benefit." The limitations of Section 7(a) will not
                  apply to Executive if Executive's Uncapped Benefit is at least
                  one hundred and five percent (105%) of Executive's Capped
                  Benefit. For this purpose, Executive's "Uncapped Benefit" is
                  the amount to which Executive would be entitled pursuant to
                  Section 6(d), without regard to the limitations of Section

                                       8


                  7(a). Executive's "Capped Benefit" is the amount to which
                  Executive would be entitled pursuant to Section 6(d) after the
                  application of the limitations of Section 7(a).

         SECTION 8 - TAX GROSS-UP.

         (a)      Gross-Up Payment. If the Cap imposed by Section 7(a) does not
                  apply to Executive because of the exception provided by
                  Section 7(e), Company will provide Executive with a "Gross-Up
                  Payment" if an excise tax is imposed on Executive pursuant to
                  Section 4999 of the Code. Except as otherwise noted below,
                  this Gross-Up Payment will consist of a single lump sum
                  payment in an amount such that after payment by Executive of
                  the "total presumed federal and state taxes" and the excise
                  taxes imposed by Section 4999 of the Code on the Gross-Up
                  Payment (and any interest or penalties actually imposed),
                  Executive would retain an amount of the Gross-Up Payment equal
                  to the remaining excise taxes imposed by Section 4999 of the
                  Code on Executive's Total Payments (calculated before the
                  Gross-Up Payment). For purposes of calculating Executive's
                  Gross-Up Payment, Executive's actual federal and state income
                  taxes will not be used. Instead, Company will use Executive's
                  "total presumed federal and state taxes." For purposes of this
                  Agreement, Executive's "total presumed federal and state
                  taxes" shall be conclusively calculated using a combined tax
                  rate equal to the sum of the maximum marginal federal and
                  applicable state income tax rates. The state tax rate for
                  Executive's principal place of residence will be used and no
                  adjustments will be made for the deduction of state taxes on
                  the federal return, any deduction of federal taxes on a state
                  return, the loss of itemized deductions or exemptions, or for
                  any other purpose.

         (b)      Calculations. All determinations concerning whether a Gross-Up
                  Payment is required pursuant to Section 8(a) and the amount of
                  any Gross-Up Payment (as well as any assumptions to be used in
                  making such determinations) shall be made by the Consultant
                  selected pursuant to Section 7(c). The Consultant shall
                  provide Executive and Company with a written notice of the
                  amount of the excise taxes that Executive is required to pay
                  and the amount of the Gross-Up Payment. The notice from the
                  Consultant shall include any necessary calculations in support
                  of its conclusions. All fees and expenses of the Consultant
                  shall be paid by Company. Any Gross-Up Payment shall be made
                  by Company within fifteen (15) days after the mailing of such
                  notice. As a general rule, the Consultant's determination
                  shall be binding on Executive and Company. The application of
                  the excise tax rules of Section 4999, however, is complex and
                  uncertain and, as a result, the Internal Revenue Service may
                  disagree with the Consultant concerning the amount, if any, of
                  the excise taxes that are due. If the Internal Revenue Service
                  determines that excise taxes are due, or that the amount of
                  the excise taxes that are due is greater than the amount
                  determined by the Consultant, the Gross-Up Payment will be
                  recalculated by the Consultant to reflect the actual excise
                  taxes that Executive is required to pay (and any related
                  interest and penalties). Any deficiency will then be paid to
                  Executive by Company within fifteen (15) days of the receipt
                  of the revised calculations from the Consultant. If the
                  Internal Revenue Service determines that the amount of excise
                  taxes that Executive paid exceeds the amount due, Executive
                  shall return the excess to Company (along with any interest
                  paid to Executive on the overpayment) immediately upon receipt
                  from the Internal Revenue Service or other taxing authority.
                  Company has the right to challenge any excise tax
                  determinations made by the Internal Revenue Service. If
                  Company agrees to indemnify Executive from any taxes, interest
                  and penalties that may be imposed upon Executive (including
                  any taxes, interest and penalties on the amounts paid pursuant
                  to Company's indemnification agreement), Executive must
                  cooperate fully with Company in connection with any such
                  challenge. Company shall bear all costs associated with the
                  challenge of any determination made by the Internal Revenue
                  Service and Company shall control all such challenges. The
                  additional Gross-Up Payments called for by the preceding
                  paragraph shall not be made until Company has either exhausted
                  its (or Executive's) rights to challenge the determination or
                  indicated that it intends to concede or settle the excise tax
                  determination. Executive must notify Company in writing of any
                  claim or determination by the Internal Revenue Service that,
                  if upheld, would result in the payment of excise taxes in
                  amounts different from the amount initially specified by the
                  Consultant. Such notice shall be


                                       9


                  given as soon as possible but in no event later than fifteen
                  (15) days following Executive's receipt of notice of the
                  Internal Revenue Service's position.

         SECTION 9 - NOTICES. All notices or communications hereunder shall be
in writing, addressed as follows:

                  To Company:        TriMas Corporation
                                     c/o Heartland Industrial Partners, L.P.
                                     55 Railroad Avenue, 1st Floor
                                     Greenwich, CT  06830
                                     Attn:  David A. Stockman

                  with a copy to:    R. Jeffrey Pollock, Esq.
                                     McDonald, Hopkins, Burke &
                                     Haber Co., L.P.A.
                                     600 Superior Avenue, Suite 2100
                                     Cleveland, OH  44114

                  To Executive:      ________________________
                                     ________________________
                                     ________________________

                  with a copy to:    ________________________
                                     ________________________
                                     ________________________
                                     ________________________

Any such notice or communication shall be delivered by hand or by courier or
sent certified or registered mail, return receipt requested, postage prepaid,
addressed as above (or to such other address as such party may designate in a
notice duly delivered as described above), and the third (3rd) business day
after the actual date of mailing shall constitute the time at which notice was
given.

         SECTION 10 - SEPARABILITY; LEGAL FEES. If any provision of this
Agreement shall be declared to be invalid or unenforceable, in whole or in part,
such invalidity or unenforceability shall not affect the remaining provisions
hereof which shall remain in full force and effect. In the event of a dispute by
Company, Executive or others as to the validity or enforceability of, or
liability under, any provision of this Agreement, Company shall reimburse
Executive for all reasonable legal fees and expenses incurred by him in
connection with such dispute if Executive substantially prevails in the dispute
and if Executive has not substantially prevailed in such dispute one-half (1/2)
the amount of all reasonable legal fees and expenses incurred by him in
connection with such dispute except to the extent Executive's position is found
by a tribunal of competent jurisdiction to have been frivolous.

         SECTION 11 - ASSIGNMENT AND ASSUMPTION. This contract shall be binding
upon and inure to the benefit of the heirs and representatives of Executive and
the assigns and successors of Company, but neither this Agreement nor any rights
or obligations hereunder shall be assignable or otherwise subject to
hypothecation by Executive (except by will or by operation of the laws of
intestate succession) or by Company, except that Company may assign this
Agreement to any successor (whether by merger, purchase or otherwise) to all or
substantially all of the stock, assets or business of Company.

         SECTION 12 - AMENDMENT. This Agreement may only be amended by written
agreement of the parties hereto.

         SECTION 13 - NON-COMPETITION; NON-SOLICITATION; CONFIDENTIALITY.

                                       10


         (a)      Executive represents that acceptance of employment under this
                  Agreement and performance under this Agreement are not in
                  violation of any restrictions or covenants under the terms of
                  any other agreements to which Executive is a party.

         (b)      Executive acknowledges and recognizes the highly competitive
                  nature of the business of Company and accordingly agrees that,
                  in consideration of this Agreement, the rights conferred
                  hereunder, and any payment hereunder, during the Term of
                  Employment and for the six (6) month period following the
                  termination of Executive's employment with Company, for any
                  reason ("Non-Compete Term"), Executive shall not engage,
                  either directly or indirectly, as a principal for Executive's
                  own account or jointly with others, or as a stockholder in any
                  corporation or joint stock association, or as a partner or
                  member of a general or limited liability entity, or as an
                  employee, officer, director, agent, consultant or in any other
                  advisory capacity in any business other than Company or its
                  subsidiaries which designs, develops, manufacturers,
                  distributes, sells or markets the type of products or services
                  sold, distributed or provided by Company or its subsidiaries
                  during the two (2) year period prior to the date of
                  termination (the "Business"); provided that nothing herein
                  shall prevent Executive from owning, directly or indirectly,
                  not more than five percent (5%) of the outstanding shares of,
                  or any other equity interest in, any entity engaged in the
                  Business and listed or traded on a national securities
                  exchanges or in an over-the-counter securities market.

         (c)      During the Non-Compete Term, Executive shall not (i) directly
                  or indirectly employ or solicit, or receive or accept the
                  performance of services by, any active employee of Company or
                  any of its subsidiaries who is employed primarily in
                  connection with the Business, except in connection with
                  general, non-targeted recruitment efforts such as
                  advertisements and job listings, or directly or indirectly
                  induce any employee of Company to leave Company, or assist in
                  any of the foregoing, or (ii) solicit for business (relating
                  to the Business) any person who is a customer or former
                  customer of Company or any of its subsidiaries, unless such
                  person shall have ceased to have been such a customer for a
                  period of at least six (6) months.

         (d)      Executive shall not at any time (whether during or after his
                  employment with Company) disclose or use for Executive's own
                  benefit or purposes or the benefit or purposes of any other
                  person, firm, partnership, joint venture, association,
                  corporation or other business organization, entity or
                  enterprise other than Company and any of its subsidiaries, any
                  trade secrets, information, data, or other confidential
                  information of the Company, including but not limited to,
                  information relating to customers, development programs,
                  costs, marketing, trading, investment, sales activities,
                  promotion, credit and financial data, financing methods, plans
                  or the business and affairs of Company generally, or of any
                  subsidiary of Company, unless required to do so by applicable
                  law or court order, subpoena or decree or otherwise required
                  by law, with reasonable evidence of such determination
                  promptly provided to Company. The preceding sentence of this
                  paragraph (d) shall not apply to information which is not
                  unique to Company or which is generally known to the industry
                  or the public other than as a result of Executive's breach of
                  this covenant. Executive agrees that upon termination of
                  employment with Company for any reason, Executive will return
                  to Company immediately all memoranda, books, papers, plans,
                  information, letters and other data, and all copies thereof or
                  therefrom, in any way relating to the business of Company and
                  its subsidiaries, except that Executive may retain personal
                  notes, notebooks and diaries. Executive further agrees that
                  Executive will not retain or use for Executive's account at
                  any time any trade names, trademark or other proprietary
                  business designation used or owned in connection with the
                  business of Company or its subsidiaries.

         (e)      It is expressly understood and agreed that although Executive
                  and Company consider the restrictions contained in this
                  Section 13 to be reasonable, if a final judicial determination
                  is made by a court of competent jurisdiction that the time or
                  territory or any other restriction contained in this Agreement
                  is an unenforceable restriction against Executive, the
                  provisions of this Agreement shall not be rendered void but
                  shall be deemed amended to apply as to such maximum time and
                  territory and to such maximum extent as such court may
                  judicially determine or indicate to be en-


                                       11


                  forceable. Alternatively, if any tribunal of competent
                  jurisdiction finds that any restriction contained in this
                  Agreement is unenforceable, and such restriction cannot be
                  amended so as to make it enforceable, such finding shall not
                  affect the enforceability of any of the other restrictions
                  contained herein.

         (f)      As a condition to the receipt of any benefits described in
                  this Agreement, Executive shall be required to execute an
                  agreement pursuant to which Executive releases any claims he
                  may have against Company and agrees to the continuing
                  enforceability of the restrictive covenants of this Agreement.

         (g)      This Section 13 will survive the termination of this
                  Agreement.

         SECTION 14 - REMEDIES. Executive acknowledges and agrees that Company's
remedies at law for a breach or threatened breach of any of the provisions of
Section 13 would be inadequate and, in recognition of this fact, Executive
agrees that, in the event of such a breach or threatened breach, in addition to
any remedies at law, Executive shall forfeit all payments otherwise due under
this Agreement and shall return any Severance Package payment made. Moreover,
Company, without posting any bond, shall be entitled to seek equitable relief in
the form of specific performance, temporary restraining order, temporary or
permanent injunction or any other equitable remedy which may then be available.

         SECTION 15 - SURVIVORSHIP. The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations. The
provisions of this Section 15 are in addition to the survivorship provisions of
any other section of this Agreement.

         SECTION 16 - GOVERNING LAW; REVENUE AND JURISDICTION. If any judicial
or administrative proceeding or claim relating to or pertaining to this
Agreement is initiated by either party hereto, such proceeding or claim shall
and must be filed in a state or federal court located in Wayne County, Michigan
and such proceeding or claim shall be governed by and construed under Michigan
law, without regard to conflict of law and principals.

         SECTION 17 - DISPUTE RESOLUTION. Any dispute related to or arising
under this Agreement shall be resolved in accordance with the TriMas Dispute
Resolution Policy in effect at the time such dispute arises. The TriMas Dispute
Resolution Policy in effect at the time of this Agreement is attached to this
Agreement.

         SECTION 18 - EFFECT ON PRIOR AGREEMENTS. This Agreement contains the
entire understanding between the parties hereto and supersedes in all respects
any prior or other agreement or understanding, both written and oral, between
Company, any parent, subsidiary or affiliate of Company or any predecessor of
Company or parent, subsidiary, or affiliate of any predecessor of Company and
Executive.

         SECTION 19 - WITHHOLDING. Company shall be entitled to withhold from
payment any amount of withholding required by law.

         SECTION 20 - SECTION HEADINGS AND CONSTRUCTION. The headings of
sections in this Agreement are provided for convenience only and will not effect
its construction or interpretation. All references to "Section" or "Sections"
refer to the corresponding section or sections of this Agreement unless
otherwise specified. All words used in this Agreement will be construed to be of
such gender or number as circumstances require.

         SECTION 21 - COUNTERPARTS. This Agreement may be executed in one (1) or
more counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same Agreement.



                                       12


         Intending to be legally bound hereby, the parties have executed this
Agreement on the dates set forth next to their names below.

- ----------------------- ----------------------------------------------------
                                                COMPANY

- ----------------------- ----------------------------------------------------
                                           TRIMAS CORPORATION



- ----------------------- ----------------------------------------------------

- ----------------------- ----------------------------------------------------
                         By:
                        ---------------------------------------------
- ----------------------- ----------------------------------------------------
         Date
- ----------------------- ----------------------------------------------------
                        Its:
                        ---------------------------------------------


- ----------------------- ----------------------------------------------------
                                               EXECUTIVE

- ----------------------- ----------------------------------------------------

                            -----------------------------------------
- ----------------------- ----------------------------------------------------
         Date                                Todd R. Peters
- ----------------------- ----------------------------------------------------


                                       13

                                                                   EXHIBIT 10.15


                              EMPLOYMENT AGREEMENT

         This Agreement is made by and between TRIMAS CORPORATION, a Delaware
corporation ("Company") and LYNN A. BROOKS (hereinafter "Executive") June 6,
2002 ("Effective Date"). In order to induce Executive to serve as its Group
President, Company enters into this Agreement with Executive to set out the
terms and conditions that will apply to Executive's employment with Company.
Executive is willing to accept such employment and assignment and to perform
services on the terms and conditions hereinafter set forth. It is therefore
hereby agreed by and between the parties as follows:

         SECTION 1 - EMPLOYMENT.

         (a)      Company employs Executive as its Group President. In this
                  capacity, Executive shall report to the President and Chief
                  Executive Officer ("CEO"). Executive accepts employment in
                  accordance with this Agreement and agrees to devote his full
                  business time and efforts to the performance of his duties and
                  responsibilities hereunder.

         (b)      Nothing in this Agreement shall preclude Executive from
                  engaging in charitable and community affairs, from managing
                  any passive investment (i.e., an investment with respect to
                  which Executive is in no way involved with the management or
                  operation of the entity in which Executive has invested) made
                  by him in publicly traded equity securities or other property
                  (provided that no such investment may exceed five percent (5%)
                  of the equity of any entity, without the prior approval of the
                  Board of Directors of Company (the "Board")), or from serving,
                  subject to the prior approval of the Board, as a member of
                  boards of directors or as a trustee of any other corporation,
                  association or entity, to the extent that any of the above
                  activities do not conflict with any provision of this
                  Agreement.

         SECTION 2 - TERM OF EMPLOYMENT. Executive's term of employment under
this Agreement ("Term of Employment") shall commence on the Effective Date and,
subject to the terms hereof, shall terminate on the earlier of: December 31,
2004 ("Initial Period"); or the date that either party terminates Executive's
employment under this Agreement; provided that subsequent to the Initial Period,
the Term of Employment shall automatically renew each January 1 for one year
("Renewal Period"), unless Company delivers to Executive or Executive delivers
to Company written notice at least thirty (30) days in advance of the expiration
of the Initial Period or any Renewal Period, that the Term of Employment shall
not be extended, in which case the Term of Employment shall end at the end of
the Year in which such notice was delivered and shall not be further extended
except by written agreement of Company and Executive. The expiration of the Term
of Employment under this Agreement shall not be a termination of this Agreement
to the extent that other provisions of this Agreement by their terms survive the
Term of Employment. For purposes of this Agreement, the term "Year" shall mean
the twelve-month period commencing on the Effective Date and each anniversary of
the Effective Date.

         SECTION 3 - COMPENSATION.

         (a)      Salary. During the Initial Period, Company shall pay Executive
                  at the rate of Two Hundred Ninety-one Thousand Two Hundred
                  Dollars ($291,200) per annum ("Base Salary"). Base Salary
                  shall be payable in accordance with the ordinary payroll
                  practices of Company and shall be subject to all applicable
                  federal, state and local withholding and reporting
                  requirements. Base Salary may be adjusted by the CEO during
                  the Term of Employment.

         (b)      Annual Value Creation Plan ("AVCP"). Executive shall be
                  eligible to participate in the AVCP, a copy of which has been
                  provided to Executive, subject to all the terms and conditions
                  of such plan, as such plan may be modified from time to time.


         SECTION 4 - EMPLOYEE BENEFITS.

         (a)      Employee Retirement Benefit Programs, Welfare Benefit
                  Programs, Plans and Practices. Company shall provide Executive
                  with coverage under any retirement benefit programs, welfare
                  benefit programs, plans and practices, that Company makes
                  available to its senior executives, in accordance with the
                  terms thereof, as such programs, plans and practices may be
                  amended from time to time in accordance with their terms.

         (b)      Vacation. Executive shall be entitled to twenty (20) business
                  days of paid vacation each calendar year, which shall be taken
                  at such times as are consistent with Executive's
                  responsibilities hereunder. Vacation days shall be subject to
                  the Company's general policies regarding vacation days, as
                  such policies may be modified from time to time.

         (c)      Perquisites. During Executive's employment hereunder, Company
                  shall provide Executive, subject to review and approval by the
                  CEO, with such additional perquisites as are generally
                  available to similarly-situated executives.

         (d)      Stock Options. Executive shall be eligible to participate in
                  the TriMas Corporation 2002 Long Term Equity Incentive Plan in
                  accordance with the terms and conditions of such plan and any
                  grant agreements thereunder.

         SECTION 5 - EXPENSES. Subject to prevailing Company policy or such
guidelines as may be established by the CEO or his delegee, Company will
reimburse Executive for all reasonable expenses incurred by Executive in
carrying out his duties.

         SECTION 6 - TERMINATION OF EMPLOYMENT. The respective rights and
responsibilities of the parties to this Agreement notwithstanding, Executive
remains an employee-at-will, and his Term of Employment may be terminated by
either party at any time for any reason by written notice.

         (a)      Termination Without Cause or for Good Reason. If Executive's
                  employment is terminated during the Term of Employment by
                  Company for any reason other than Cause (as defined in Section
                  6(c) hereof), Disability (as defined in Section 6(e) hereof)
                  or death, or if Executive's employment is terminated by
                  Executive for Good Reason (as defined in Section 6(a)(2)
                  hereof), then Company shall pay Executive the Severance
                  Package. Any termination of employment that results from a
                  notice of nonrenewal given in accordance with Section 2 of
                  this Agreement shall not be a termination under this Section
                  6(a) but shall instead be a termination under Section 6(b)
                  below. Likewise, a termination by Executive without Good
                  Reason shall be a termination under Section 6(b) below and not
                  a termination under this Section 6(a).

                  (1)      For purposes of this Agreement, "Severance Package"
                           shall mean:

                           (A)      Base Salary continuation for twenty-four
                                    (24) months at Executive's annual Base
                                    Salary rate in effect on the date of
                                    termination, subject to all applicable
                                    federal, state and local withholding and
                                    reporting requirements. These salary
                                    continuation payments shall be paid in
                                    accordance with usual Company payroll
                                    practices;

                           (B)      A bonus equal to two hundred percent (200%)
                                    of the target bonus opportunity under AVCP,
                                    payable in equal installments over the
                                    twenty-four (24) month period described in
                                    Section 6(a)(1)(A) above, subject to the
                                    same withholding and reporting requirements.
                                    In addition, Executive shall receive the
                                    bonus for the most recently completed bonus
                                    term if a bonus has been declared for such
                                    term but not paid, and a pro rata bonus for
                                    the year of termination through the date of
                                    termination calculated at one hundred
                                    percent (100%) of the bonus opportunity


                                       2


                                    for target performance for that term,
                                    multiplied by a fraction the numerator of
                                    which is the number of days that Executive
                                    was employed during such bonus term and the
                                    denominator of which is 365. The prorated
                                    bonus for the final year shall be paid in a
                                    single sum within ten (10) days of the
                                    termination of Executive's employment with
                                    Company. Any unpaid bonus shall be paid in
                                    accordance with customary practices for
                                    payment of bonuses under AVCP; and

                           (C)      Continuation of benefits under any life,
                                    group medical, and dental insurance benefits
                                    substantially similar to those which
                                    Executive was receiving immediately prior to
                                    termination of employment until the earlier
                                    of:

                                    (i)      the end of the twenty-four (24)
                                             month period following Executive's
                                             termination of employment, or

                                    (ii)     the date on which Executive becomes
                                             eligible to receive any benefits
                                             under any plan or program of any
                                             other employer.

                                    The continuing coverage provided under this
                                    Section 6(a)(1)(C) is subject to Executive's
                                    eligibility to participate in such plans and
                                    all other terms and conditions of such
                                    plans, including without limitation, any
                                    employee contribution requirements and
                                    Company's ability to modify or terminate
                                    such plans or coverages. Company may satisfy
                                    this obligation in whole or in part by
                                    paying the premium otherwise payable by
                                    Executive for continuing coverage under
                                    Section 601 et seq. of the Employee
                                    Retirement Income Security Act of 1974, as
                                    it may be amended or replaced from time to
                                    time. If Executive is not eligible for
                                    continued coverage under one of the
                                    Company-provided benefit plans noted in this
                                    paragraph (C) that he was participating in
                                    during his employment, Company shall pay
                                    Executive the cash equivalent of the
                                    insurance cost for the duration of the
                                    applicable period at the rate of the
                                    Company's cost of coverage for Executive's
                                    benefits as of the date of termination. Any
                                    obligation to pay the cash equivalent of
                                    such cost under this item may be settled, at
                                    Company's discretion, by a lump-sum payment
                                    of any remaining premiums.

                  (2)      For purposes of this Agreement, a termination of
                           employment by Executive for "Good Reason" shall be a
                           termination by Executive following the occurrence of
                           any of the following events unless Company has cured
                           as provided below:

                           (A)      A material and permanent diminution in
                                    Executive's duties or responsibilities;

                           (B)      A material reduction in the aggregate value
                                    of Base Salary and bonus opportunity; or

                           (C)      A permanent reassignment of Executive to
                                    another primary office, or a relocation of
                                    the Company office that is Executive's
                                    primary office, unless Executive's primary
                                    office following such reassignment or
                                    relocation is within thirty-five (35) miles
                                    of Executive's primary office before the
                                    reassignment or relocation or Executive's
                                    permanent residence on the date of the
                                    reassignment or relocation.

                           Executive must notify Company of any event
                           constituting Good Reason within one hundred twenty
                           (120) days after Executive becomes aware of such
                           event or such event shall not constitute Good Reason
                           for purposes of this Agreement provided that Company
                           shall have fifteen (15) days from the date of such
                           notice to cure the Good Reason event. Executive
                           cannot terminate his employment for Good Reason if
                           Cause exists at the time of


                                       3


                           such termination. A termination by Executive
                           following cure shall not be a termination for Good
                           Reason. A failure of Executive to notify Company
                           after the first occurrence of an event constituting
                           Good Reason shall not preclude any subsequent
                           occurrences of such event (or similar event) from
                           constituting Good Reason.

         (b)      Voluntary Termination by Executive; Expiration of Employment
                  Term. If Executive terminates his employment with Company
                  without Good Reason, or if the Employment Term expires
                  following notice of nonrenewal by either party under Section
                  2, then Company shall pay Executive his accrued unpaid Base
                  Salary through the date of termination and the AVCP award for
                  the most recently completed year if an award has been declared
                  for such year but not paid. The accrued unpaid Base Salary
                  amounts payable under this Section 6(b) shall be payable in a
                  lump sum within ten (10) days of termination of employment.
                  Any accrued unpaid bonus amounts payable under this Section
                  6(b) shall be payable in accordance with customary practices
                  for payment of bonuses under AVCP. No prorated bonus for the
                  year of termination shall be paid. Any other benefits under
                  other plans and programs of Company in which Executive is
                  participating at the time of Executive's termination of
                  employment shall be paid, distributed, settled, or shall
                  expire in accordance with their terms, and Company shall have
                  no further obligations hereunder with respect to Executive
                  following the date of termination of employment.

         (c)      Termination for Cause. If Executive's employment is terminated
                  for Cause, Company shall pay Executive his accrued but unpaid
                  Base Salary through the date of the termination of employment,
                  and no further payments or benefits shall be owed. The accrued
                  unpaid Base Salary amounts payable under this Section 6(c)
                  shall be payable in a lump sum within ten (10) days of
                  termination of employment. As used herein, the term "Cause"
                  shall be limited to:

                  (1)      Executive's conviction of or plea of guilty or nolo
                           contendere to a crime constituting a felony under the
                           laws of the United States or any state thereof or any
                           other jurisdiction in which Company conducts
                           business;

                  (2)      Executive's willful misconduct in the performance of
                           his duties to Company;

                  (3)      Executive's willful and continued failure to follow
                           the instructions of Company's Board or the CEO; or

                  (4)      Executive's willful and/or continued neglect of
                           duties (other than any such neglect resulting from
                           incapacity of Executive due to physical or mental
                           illness);

                  provided, however, that Cause shall arise under items (3) or
                  (4) only following ten (10) days written notice thereof from
                  Company which specifically identifies such failure or neglect
                  and the continuance of such failure or neglect during such
                  notice period. Any failure by Company to notify Executive
                  after the first occurrence of an event constituting Cause
                  shall not preclude any subsequent occurrences of such event
                  (or a similar event) from constituting Cause.

         (d)      Termination Following a Change of Control. In the event
                  Executive's employment with Company terminates by reason of a
                  Qualifying Termination (as defined below) within three (3)
                  years after a Change of Control of Company (as defined below),
                  then, in lieu of the Severance Package, and subject to the
                  limitations described in Section 7 below, the Company shall
                  provide Executive the following termination benefits:

                  (1)      Termination Payments. Company shall pay Executive:

                           (A)      A single sum payment equal to two hundred
                                    and fifty percent (250%) of Executive's
                                    annual Base Salary rate in effect on the
                                    date of termination, subject to all
                                    applicable federal, state and local
                                    withholding and reporting requirements. This

                                       4


                                    single-sum payment shall be paid within ten
                                    (10) days of termination of employment;

                           (B)      A bonus equal to two hundred and fifty
                                    percent (250%) of the target bonus
                                    opportunity under AVCP. In addition,
                                    Executive shall receive the bonus for the
                                    most recently completed bonus term if a
                                    bonus has been declared for such term but
                                    not paid, and a pro rata bonus for the year
                                    of termination through the date of
                                    termination calculated at one hundred
                                    percent (100%) of the bonus opportunity for
                                    target performance for that term, multiplied
                                    by a fraction the numerator of which is the
                                    number of days that Executive was employed
                                    during such bonus term and the denominator
                                    of which is 365. The prorated bonus for the
                                    final year shall be paid as a single sum
                                    within ten (10) days of termination of
                                    employment. Any unpaid bonus shall be paid
                                    in accordance with customary practices for
                                    payment of bonuses under AVCP.

                           All payments under this Section 6(d), however, are
                           subject to the timing rules, calculations and
                           adjustments described in Sections 7 and 8.

                  (2)      Benefits Continuation. Executive shall continue to
                           receive life, group medical and dental insurance
                           benefits substantially similar to those which
                           Executive was receiving immediately prior to the
                           Qualifying Termination until the earlier of:

                           (A)      the end of the thirty (30) month period
                                    following Executive's termination of
                                    employment, or

                           (B)      the date on which Executive becomes eligible
                                    to receive any benefits under any plan or
                                    program of any other employer.

                           The continuing coverage provided under this Section
                           6(d)(2) is subject to Executive's eligibility to
                           participate in such plans and all other terms and
                           conditions of such plans, including without
                           limitation, any employee contribution requirements
                           and Company's ability to modify or terminate such
                           plans or coverages. Company may satisfy this
                           obligation in whole or in part by paying the premium
                           otherwise payable by Executive for continuing
                           coverage under Section 601 et seq. of the Employee
                           Retirement Income Security Act of 1974, as it may be
                           amended or replaced from time to time. If Executive
                           is not eligible for continued coverage under one of
                           the Company-provided benefit plans noted in this
                           paragraph (2) that he was participating in during his
                           employment, Company shall pay Executive the cash
                           equivalent of the insurance cost for the duration of
                           the applicable period at the rate of the Company's
                           cost of coverage for Executive's benefits as of the
                           date of termination. Any obligation to pay the cash
                           equivalent of such cost of coverage under this item
                           may be settled, at Company's discretion, by a
                           lump-sum payment of any remaining premiums.

                  (3)      Qualifying Termination. For purposes of this
                           Agreement, the term "Qualifying Termination" means a
                           termination of Executive's employment with the
                           Company for any reason other than:

                           (A)      Death;

                           (B)      Disability, as defined herein;

                           (C)      Cause, as defined herein; or

                           (D)      A termination by Executive without Good
                                    Reason, as defined herein.

                                       5


                  (4)      Change of Control Defined. For purposes of this
                           Agreement, a "Change of Control" means the first of
                           the following events to occur following the date
                           hereof:

                           (A)      the sale, lease, or transfer in one or a
                                    series of related transactions (i) of eighty
                                    percent (80%) or more of the consolidated
                                    assets of the Company and its subsidiaries,
                                    or (ii) of seventy-five percent (75%) or
                                    more (appropriately adjusted for stock
                                    splits, combinations, subdivisions, stock
                                    dividends and similar events) of the Capital
                                    Stock (as defined below) of the Company
                                    acquired by Heartland Industrial Partners,
                                    L.P. on the closing date under the Stock
                                    Purchase Agreement among the Company,
                                    Heartland Industrial Partners, L.P. and
                                    Metaldyne Corporation, dated as of May 17,
                                    2002 (the "Stock Purchase Agreement"), in
                                    either case to any Person (within the
                                    meaning set forth in Sections 13(d) and
                                    14(d) of the Securities Exchange Act of 1934
                                    ("1934 Act") or any similar successor
                                    provision, and the rules, regulations and
                                    interpretations promulgated thereunder)
                                    other than an affiliate of Heartland
                                    Industrial Partners, L.P., whether by way of
                                    any merger, consolidation or other business
                                    combination or purchase of beneficial
                                    ownership (within the meaning under Rule
                                    13d-3 of the 1934 Act) or otherwise, but not
                                    including (x) sales or transfers which are
                                    effected in order to comply with the
                                    preemptive rights provisions of Section 4.05
                                    of the Metaldyne Shareholders Agreement with
                                    respect to the investment by Heartland
                                    Industrial Partners, Inc. in the Company
                                    pursuant to the Stock Purchase Agreement, or
                                    (y) sales or transfers which are effected
                                    within one year after the date of closing
                                    under the Stock Purchase Agreement at a
                                    price per share of not greater than $20 plus
                                    any interest charged (appropriately adjusted
                                    for stock splits, combinations,
                                    subdivisions, stock dividends and similar
                                    events); or

                           (B)      the date on which the individuals who
                                    constitute the Company's Board of Directors
                                    on the date of this Agreement, and any new
                                    members of the Company's Board of Directors
                                    who are hereafter designated by the
                                    Heartland Entities (as defined below) cease,
                                    for any reason, to constitute at least a
                                    majority of the members of the Board of
                                    Directors.

                  "Capital Stock" means, with respect to any person, any and all
                  shares, interests, participations, rights in or other
                  equivalents (however designated) of such person's capital
                  stock, and any rights (other than debt securities convertible
                  into capital stock), warrants or options exchangeable for or
                  convertible into such capital stock. "Heartland Entities"
                  means Heartland Industrial Partners, L.P., Heartland
                  Industrial Partners (FF), L.P., Heartland Industrial Partners
                  (E1), L.P., Heartland Industrial Partners (K1), L.P.,
                  Heartland Industrial Partners (C1), L.P. or any controlled
                  affiliate of any of these entities.

         (e)      Disability. In the event that Executive is unable to perform
                  his duties under this Agreement on account of a disability
                  which continues for one hundred eighty (180) consecutive days
                  or more, or for an aggregate of one hundred eighty (180) days
                  in any period of twelve (12) months, Company may, in its
                  discretion, terminate Executive's employment hereunder.
                  Company's obligation to make payments under this Agreement
                  shall, except for earned but unpaid Base Salary and AVCP
                  awards, cease on the first to occur of (i) the date that is
                  six (6) months after such termination or (ii) the date
                  Executive becomes entitled to benefits under a
                  Company-provided long-term disability program. For purposes of
                  this Agreement, "Disability" shall be defined by the terms of
                  Company's long-term disability policy, or, in the absence of
                  such policy, as a physical or mental disability that prevents
                  Executive from performing substantially all of his duties
                  under this Agreement and which is expected to be permanent.
                  Company may only terminate Executive on account of Disability
                  after giving due consideration to whether reasonable
                  accommodations can be made under which Executive is able to
                  fulfill his duties under this Agreement. The commencement date
                  and expected duration of any physical or mental condition that
                  prevents Executive from perform-


                                       6


                  ing his duties hereunder shall be determined by a medical
                  doctor selected by Company. Company may, in its discretion,
                  require written confirmation from a physician of Disability
                  during any extended absence.

         (f)      Death. In the event of Executive's death during the Term of
                  Employment, all obligations of Company to make any further
                  payments, other than an obligation to pay any accrued but
                  unpaid Base Salary to the date of death and any accrued but
                  unpaid bonuses under AVCP to the date of death, shall
                  terminate upon Executive's death.

         (g)      No Duplication of Benefits. Notwithstanding any provision of
                  this Agreement to the contrary, if Executive's employment is
                  terminated for any reason, in no event shall Executive be
                  eligible for payments under more than one subsection of this
                  Section 6.

         (h)      Payments Not Compensation. Any participation by Executive in,
                  and any terminating distributions and vested rights under,
                  Company-sponsored retirement or savings plans, regardless of
                  whether such plans are qualified or nonqualified for tax
                  purposes, shall be governed by the terms of those respective
                  plans. For purposes of determining benefits and the amounts to
                  be paid to Executive under such plans, any salary continuation
                  or severance benefits other than salary or bonus accrued
                  before termination shall not be compensation for purposes of
                  accruing additional benefits under such plans.

         (i)      Executive's Duty to Provide Materials. Upon the termination of
                  the Term of Employment for any reason, Executive or his estate
                  shall surrender to Company all correspondence, letters, files,
                  contracts, mailing lists, customer lists, advertising
                  material, ledgers, supplies, equipment, checks, and all other
                  materials and records of any kind that are the property of
                  Company or any of its subsidiaries or affiliates, that may be
                  in Executive's possession or under his control, including all
                  copies of any of the foregoing.

         SECTION 7 - CAP ON PAYMENTS.

         (a)      General Rules. The Internal Revenue Code (the "Code") may
                  place significant tax burdens on Executive and Company if the
                  total payments made to Executive due to a Change of Control
                  exceed prescribed limits. For example, if Executive's "Base
                  Period Income" (as defined below) is $100,000, Executive's
                  limit or "Cap" is $299,999. If Executive's "Total Payments"
                  exceed the Cap by even $1.00, Executive is subject to an
                  excise tax under Section 4999 of the Code of 20% of all
                  amounts paid to Executive in excess of $100,000. In other
                  words, if Executive's Cap is $299,999, Executive will not be
                  subject to an excise tax if Executive receives exactly
                  $299,999. If Executive receives $300,000, Executive will be
                  subject to an excise tax of $40,000 (20% of $200,000). In
                  order to avoid this excise tax and the related adverse tax
                  consequences for Company, by signing this Agreement, Executive
                  will be agreeing that, subject to the exception noted below,
                  the present value of Executive's Total Payments will not
                  exceed an amount equal to Executive's Cap.

         (b)      Special Definitions. For purposes of this Section, the
                  following specialized terms will have the following meanings:

                  (1)      "Base Period Income". "Base Period Income" is an
                           amount equal to Executive's "annualized includable
                           compensation" for the "base period" as defined in
                           Sections 280G(d)(1) and (2) of the Code and the
                           regulations adopted thereunder. Generally,
                           Executive's "annualized includable compensation" is
                           the average of Executive's annual taxable income from
                           Company for the "base period," which is the five
                           calendar years prior to the year in which the Change
                           of Control occurs. These concepts are complicated and
                           technical and all of the rules set forth in the
                           applicable regulations apply for purposes of this
                           Agreement.

                                       7


                  (2)      "Cap" or "280G Cap". "Cap" or "280G Cap" shall mean
                           an amount equal to 2.99 times Executive's "Base
                           Period Income." This is the maximum amount which
                           Executive may receive without becoming subject to the
                           excise tax imposed by Section 4999 of the Code or
                           which Company may pay without loss of deduction under
                           Section 280G of the Code.

                  (3)      "Total Payments". The "Total Payments" include any
                           "payments in the nature of compensation" (as defined
                           in Section 280G of the Code and the regulations
                           adopted thereunder), made pursuant to this Agreement
                           or otherwise, to or for Executive's benefit, the
                           receipt of which is contingent on a Change of Control
                           and to which Section 280G of the Code applies.

         (c)      Calculating the Cap and Adjusting Payments. If Company
                  believes that these rules will result in a reduction of the
                  payments to which Executive is entitled under this Agreement,
                  it will so notify Executive as soon as possible. Company will
                  then, at its expense, retain a "Consultant" (which shall be a
                  law firm, a certified public accounting firm, and/or a firm of
                  recognized executive compensation consultants) to provide an
                  opinion or opinions concerning whether Executive's Total
                  Payments exceed the limit discussed above. Company will select
                  the Consultant. At a minimum, the opinions required by this
                  Section must set forth the amount of Executive's Base Period
                  Income, the present value of the Total Payments and the amount
                  and present value of any excess parachute payments. If the
                  opinions state that there would be an excess parachute
                  payment, Executive's payments under this Agreement will be
                  reduced to the extent necessary to eliminate the excess.
                  Executive will be allowed to choose the payment that should be
                  reduced or eliminated, but the payment Executive chooses to
                  reduce or eliminate must be a payment determined by such
                  Consultant to be includable in Total Payments. Executive's
                  decision shall be in writing and delivered to Company within
                  thirty (30) days of Executive's receipt of such opinions. If
                  Executive fails to so notify Company, Company will decide
                  which payments to reduce or eliminate. If the Consultant
                  selected to provide the opinions referred to above so requests
                  in connection with the opinion required by this Section, a
                  firm of recognized executive compensation consultants selected
                  by Company shall provide an opinion, upon which such
                  Consultant may rely, as to the reasonableness of any item of
                  compensation as reasonable compensation for services rendered
                  before or after the Change of Control. If Company believes
                  that Executive's Total Payments will exceed the limitations of
                  this Section, it will nonetheless make payments to Executive,
                  at the times stated above, in the maximum amount that it
                  believes may be paid without exceeding such limitations. The
                  balance, if any, will then be paid after the opinions called
                  for above have been received. If the amount paid to Executive
                  by Company is ultimately determined, pursuant to the opinion
                  referred to above or by the Internal Revenue Service, to have
                  exceeded the limitation of this Section, the excess will be
                  treated as a loan to Executive by Company and shall be
                  repayable on the ninetieth (90th) day following demand by
                  Company, together with interest at the lowest "applicable
                  federal rate" provided in Section 1274(d) of the Code. If it
                  is ultimately determined, pursuant to the opinion referred to
                  above or by the Internal Revenue Service, that a greater
                  payment should have been made to Executive, Company shall pay
                  Executive the amount of the deficiency, together with interest
                  thereon from the date such amount should have been paid to the
                  date of such payment, at the rate set forth above, so that
                  Executive will have received or be entitled to receive the
                  maximum amount to which Executive is entitled under this
                  Agreement.

         (d)      Effect of Repeal. In the event that the provisions of Sections
                  280G and 4999 of the Code are repealed without succession,
                  this Section shall be of no further force or effect.

         (e)      Exception. The Consultant selected pursuant to Section 7(c)
                  will calculate Executive's "Uncapped Benefit" and Executive's
                  "Capped Benefit." The limitations of Section 7(a) will not
                  apply to Executive if Executive's Uncapped Benefit is at least
                  one hundred and five percent (105%) of Executive's Capped
                  Benefit. For this purpose, Executive's "Uncapped Benefit" is
                  the amount to which Executive would be entitled pursuant to
                  Section 6(d), without regard to the limitations of Section

                                       8


                  7(a). Executive's "Capped Benefit" is the amount to which
                  Executive would be entitled pursuant to Section 6(d) after the
                  application of the limitations of Section 7(a).

         SECTION 8 - TAX GROSS-UP.

         (a)      Gross-Up Payment. If the Cap imposed by Section 7(a) does not
                  apply to Executive because of the exception provided by
                  Section 7(e), Company will provide Executive with a "Gross-Up
                  Payment" if an excise tax is imposed on Executive pursuant to
                  Section 4999 of the Code. Except as otherwise noted below,
                  this Gross-Up Payment will consist of a single lump sum
                  payment in an amount such that after payment by Executive of
                  the "total presumed federal and state taxes" and the excise
                  taxes imposed by Section 4999 of the Code on the Gross-Up
                  Payment (and any interest or penalties actually imposed),
                  Executive would retain an amount of the Gross-Up Payment equal
                  to the remaining excise taxes imposed by Section 4999 of the
                  Code on Executive's Total Payments (calculated before the
                  Gross-Up Payment). For purposes of calculating Executive's
                  Gross-Up Payment, Executive's actual federal and state income
                  taxes will not be used. Instead, Company will use Executive's
                  "total presumed federal and state taxes." For purposes of this
                  Agreement, Executive's "total presumed federal and state
                  taxes" shall be conclusively calculated using a combined tax
                  rate equal to the sum of the maximum marginal federal and
                  applicable state income tax rates. The state tax rate for
                  Executive's principal place of residence will be used and no
                  adjustments will be made for the deduction of state taxes on
                  the federal return, any deduction of federal taxes on a state
                  return, the loss of itemized deductions or exemptions, or for
                  any other purpose.

         (b)      Calculations. All determinations concerning whether a Gross-Up
                  Payment is required pursuant to Section 8(a) and the amount of
                  any Gross-Up Payment (as well as any assumptions to be used in
                  making such determinations) shall be made by the Consultant
                  selected pursuant to Section 7(c). The Consultant shall
                  provide Executive and Company with a written notice of the
                  amount of the excise taxes that Executive is required to pay
                  and the amount of the Gross-Up Payment. The notice from the
                  Consultant shall include any necessary calculations in support
                  of its conclusions. All fees and expenses of the Consultant
                  shall be paid by Company. Any Gross-Up Payment shall be made
                  by Company within fifteen (15) days after the mailing of such
                  notice. As a general rule, the Consultant's determination
                  shall be binding on Executive and Company. The application of
                  the excise tax rules of Section 4999, however, is complex and
                  uncertain and, as a result, the Internal Revenue Service may
                  disagree with the Consultant concerning the amount, if any, of
                  the excise taxes that are due. If the Internal Revenue Service
                  determines that excise taxes are due, or that the amount of
                  the excise taxes that are due is greater than the amount
                  determined by the Consultant, the Gross-Up Payment will be
                  recalculated by the Consultant to reflect the actual excise
                  taxes that Executive is required to pay (and any related
                  interest and penalties). Any deficiency will then be paid to
                  Executive by Company within fifteen (15) days of the receipt
                  of the revised calculations from the Consultant. If the
                  Internal Revenue Service determines that the amount of excise
                  taxes that Executive paid exceeds the amount due, Executive
                  shall return the excess to Company (along with any interest
                  paid to Executive on the overpayment) immediately upon receipt
                  from the Internal Revenue Service or other taxing authority.
                  Company has the right to challenge any excise tax
                  determinations made by the Internal Revenue Service. If
                  Company agrees to indemnify Executive from any taxes, interest
                  and penalties that may be imposed upon Executive (including
                  any taxes, interest and penalties on the amounts paid pursuant
                  to Company's indemnification agreement), Executive must
                  cooperate fully with Company in connection with any such
                  challenge. Company shall bear all costs associated with the
                  challenge of any determination made by the Internal Revenue
                  Service and Company shall control all such challenges. The
                  additional Gross-Up Payments called for by the preceding
                  paragraph shall not be made until Company has either exhausted
                  its (or Executive's) rights to challenge the determination or
                  indicated that it intends to concede or settle the excise tax
                  determination. Executive must notify Company in writing of any
                  claim or determination by the Internal Revenue Service that,
                  if upheld, would result in the payment of excise taxes in
                  amounts different from the amount initially specified by the
                  Consultant. Such notice shall be


                                       9


                  given as soon as possible but in no event later than fifteen
                  (15) days following Executive's receipt of notice of the
                  Internal Revenue Service's position.

         SECTION 9 - NOTICES. All notices or communications hereunder shall be
in writing, addressed as follows:

                  To Company:         TriMas Corporation
                                      c/o Heartland Industrial Partners, L.P.
                                      55 Railroad Avenue, 1st Floor
                                      Greenwich, CT 06830
                                      Attn: David A. Stockman

                  with a copy to:     R. Jeffrey Pollock, Esq.
                                      McDonald, Hopkins, Burke &
                                      Haber Co., L.P.A.
                                      600 Superior Avenue, Suite 2100
                                      Cleveland, OH 44114

                  To Executive:       ________________________
                                      ________________________
                                      ________________________

                                      ________________________
                  with a copy to:     ________________________
                                      ________________________
                                      ________________________
                                      ________________________

Any such notice or communication shall be delivered by hand or by courier or
sent certified or registered mail, return receipt requested, postage prepaid,
addressed as above (or to such other address as such party may designate in a
notice duly delivered as described above), and the third (3rd) business day
after the actual date of mailing shall constitute the time at which notice was
given.

         SECTION 10 - SEPARABILITY; LEGAL FEES. If any provision of this
Agreement shall be declared to be invalid or unenforceable, in whole or in part,
such invalidity or unenforceability shall not affect the remaining provisions
hereof which shall remain in full force and effect. In the event of a dispute by
Company, Executive or others as to the validity or enforceability of, or
liability under, any provision of this Agreement, Company shall reimburse
Executive for all reasonable legal fees and expenses incurred by him in
connection with such dispute if Executive substantially prevails in the dispute
and if Executive has not substantially prevailed in such dispute one-half (1/2)
the amount of all reasonable legal fees and expenses incurred by him in
connection with such dispute except to the extent Executive's position is found
by a tribunal of competent jurisdiction to have been frivolous.

         SECTION 11 - ASSIGNMENT AND ASSUMPTION. This contract shall be binding
upon and inure to the benefit of the heirs and representatives of Executive and
the assigns and successors of Company, but neither this Agreement nor any rights
or obligations hereunder shall be assignable or otherwise subject to
hypothecation by Executive (except by will or by operation of the laws of
intestate succession) or by Company, except that Company may assign this
Agreement to any successor (whether by merger, purchase or otherwise) to all or
substantially all of the stock, assets or business of Company.

         SECTION 12 - AMENDMENT. This Agreement may only be amended by written
agreement of the parties hereto.



                                       10


         SECTION 13 - NON-COMPETITION; NON-SOLICITATION; CONFIDENTIALITY.

         (a)      Executive represents that acceptance of employment under this
                  Agreement and performance under this Agreement are not in
                  violation of any restrictions or covenants under the terms of
                  any other agreements to which Executive is a party.

         (b)      Executive acknowledges and recognizes the highly competitive
                  nature of the business of Company and accordingly agrees that,
                  in consideration of this Agreement, the rights conferred
                  hereunder, and any payment hereunder, during the Term of
                  Employment and for the twenty-four (24) month period following
                  the termination of Executive's employment with Company, for
                  any reason ("Non-Compete Term"), Executive shall not engage,
                  either directly or indirectly, as a principal for Executive's
                  own account or jointly with others, or as a stockholder in any
                  corporation or joint stock association, or as a partner or
                  member of a general or limited liability entity, or as an
                  employee, officer, director, agent, consultant or in any other
                  advisory capacity in any business other than Company or its
                  subsidiaries which designs, develops, manufacturers,
                  distributes, sells or markets the type of products or services
                  sold, distributed or provided by Company or its subsidiaries
                  during the two (2) year period prior to the date of
                  termination (the "Business"); provided that nothing herein
                  shall prevent Executive from owning, directly or indirectly,
                  not more than five percent (5%) of the outstanding shares of,
                  or any other equity interest in, any entity engaged in the
                  Business and listed or traded on a national securities
                  exchanges or in an over-the-counter securities market.

         (c)      During the Non-Compete Term, Executive shall not (i) directly
                  or indirectly employ or solicit, or receive or accept the
                  performance of services by, any active employee of Company or
                  any of its subsidiaries who is employed primarily in
                  connection with the Business, except in connection with
                  general, non-targeted recruitment efforts such as
                  advertisements and job listings, or directly or indirectly
                  induce any employee of Company to leave Company, or assist in
                  any of the foregoing, or (ii) solicit for business (relating
                  to the Business) any person who is a customer or former
                  customer of Company or any of its subsidiaries, unless such
                  person shall have ceased to have been such a customer for a
                  period of at least six (6) months.

         (d)      Executive shall not at any time (whether during or after his
                  employment with Company) disclose or use for Executive's own
                  benefit or purposes or the benefit or purposes of any other
                  person, firm, partnership, joint venture, association,
                  corporation or other business organization, entity or
                  enterprise other than Company and any of its subsidiaries, any
                  trade secrets, information, data, or other confidential
                  information of the Company, including but not limited to,
                  information relating to customers, development programs,
                  costs, marketing, trading, investment, sales activities,
                  promotion, credit and financial data, financing methods, plans
                  or the business and affairs of Company generally, or of any
                  subsidiary of Company, unless required to do so by applicable
                  law or court order, subpoena or decree or otherwise required
                  by law, with reasonable evidence of such determination
                  promptly provided to Company. The preceding sentence of this
                  paragraph (d) shall not apply to information which is not
                  unique to Company or which is generally known to the industry
                  or the public other than as a result of Executive's breach of
                  this covenant. Executive agrees that upon termination of
                  employment with Company for any reason, Executive will return
                  to Company immediately all memoranda, books, papers, plans,
                  information, letters and other data, and all copies thereof or
                  therefrom, in any way relating to the business of Company and
                  its subsidiaries, except that Executive may retain personal
                  notes, notebooks and diaries. Executive further agrees that
                  Executive will not retain or use for Executive's account at
                  any time any trade names, trademark or other proprietary
                  business designation used or owned in connection with the
                  business of Company or its subsidiaries.

         (e)      It is expressly understood and agreed that although Executive
                  and Company consider the restrictions contained in this
                  Section 13 to be reasonable, if a final judicial determination
                  is made by a court of competent jurisdiction that the time or
                  territory or any other restriction contained in this Agreement
                  is an unenforceable restriction against Executive, the
                  provisions of this Agreement shall not be rendered void but
                  shall be deemed amended to apply as to such maximum time and

                                       11


                  territory and to such maximum extent as such court may
                  judicially determine or indicate to be enforceable.
                  Alternatively, if any tribunal of competent jurisdiction finds
                  that any restriction contained in this Agreement is
                  unenforceable, and such restriction cannot be amended so as to
                  make it enforceable, such finding shall not affect the
                  enforceability of any of the other restrictions contained
                  herein.

         (f)      As a condition to the receipt of any benefits described in
                  this Agreement, Executive shall be required to execute an
                  agreement pursuant to which Executive releases any claims he
                  may have against Company and agrees to the continuing
                  enforceability of the restrictive covenants of this Agreement.

         (g)      This Section 13 will survive the termination of this
                  Agreement.

         SECTION 14 - REMEDIES. Executive acknowledges and agrees that Company's
remedies at law for a breach or threatened breach of any of the provisions of
Section 13 would be inadequate and, in recognition of this fact, Executive
agrees that, in the event of such a breach or threatened breach, in addition to
any remedies at law, Executive shall forfeit all payments otherwise due under
this Agreement and shall return any Severance Package payment made. Moreover,
Company, without posting any bond, shall be entitled to seek equitable relief in
the form of specific performance, temporary restraining order, temporary or
permanent injunction or any other equitable remedy which may then be available.

         SECTION 15 - SURVIVORSHIP. The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations. The
provisions of this Section 15 are in addition to the survivorship provisions of
any other section of this Agreement.

         SECTION 16 - GOVERNING LAW; REVENUE AND JURISDICTION. If any judicial
or administrative proceeding or claim relating to or pertaining to this
Agreement is initiated by either party hereto, such proceeding or claim shall
and must be filed in a state or federal court located in Wayne County, Michigan
and such proceeding or claim shall be governed by and construed under Michigan
law, without regard to conflict of law and principals.

         SECTION 17 - DISPUTE RESOLUTION. Any dispute related to or arising
under this Agreement shall be resolved in accordance with the TriMas Dispute
Resolution Policy in effect at the time such dispute arises. The TriMas Dispute
Resolution Policy in effect at the time of this Agreement is attached to this
Agreement.

         SECTION 18 - EFFECT ON PRIOR AGREEMENTS. This Agreement contains the
entire understanding between the parties hereto and supersedes in all respects
any prior or other agreement or understanding, both written and oral, between
Company, any parent, subsidiary or affiliate of Company or any predecessor of
Company or parent, subsidiary, or affiliate of any predecessor of Company and
Executive; provided, however, that this Agreement does not supersede any rights
Executive may have under the MascoTech, Inc. Retention Plan.

         SECTION 19 - WITHHOLDING. Company shall be entitled to withhold from
payment any amount of withholding required by law.

         SECTION 20 - SECTION HEADINGS AND CONSTRUCTION. The headings of
sections in this Agreement are provided for convenience only and will not effect
its construction or interpretation. All references to "Section" or "Sections"
refer to the corresponding section or sections of this Agreement unless
otherwise specified. All words used in this Agreement will be construed to be of
such gender or number as circumstances require.

         SECTION 21 - COUNTERPARTS. This Agreement may be executed in one (1) or
more counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same Agreement.


                                       12



         Intending to be legally bound hereby, the parties have executed this
Agreement on the dates set forth next to their names below.


- ----------------------- ----------------------------------------------------
                                         COMPANY
- ----------------------- ----------------------------------------------------
                                  TRIMAS CORPORATION

- ----------------------- ----------------------------------------------------

- ----------------------- ----------------------------------------------------
                         By:
                        ---------------------------------------------
- ----------------------- ----------------------------------------------------
         Date
- ----------------------- ----------------------------------------------------
                        Its:
                        ---------------------------------------------


- ----------------------- ----------------------------------------------------
                                               EXECUTIVE

- ----------------------- ----------------------------------------------------

                            -----------------------------------------
- ----------------------- ----------------------------------------------------
         Date                                Lynn A. Brooks
- ----------------------- ----------------------------------------------------



                                       13

                                                                   EXHIBIT 10.16


                              EMPLOYMENT AGREEMENT

         This Agreement is made by and between TRIMAS CORPORATION, a Delaware
corporation ("Company") and SCOTT D. HAZLETT (hereinafter "Executive") June 6,
2002 ("Effective Date"). In order to induce Executive to serve as its Group
President, Company enters into this Agreement with Executive to set out the
terms and conditions that will apply to Executive's employment with Company.
Executive is willing to accept such employment and assignment and to perform
services on the terms and conditions hereinafter set forth. It is therefore
hereby agreed by and between the parties as follows:

         SECTION 1 - EMPLOYMENT.

         (a)      Company employs Executive as its Group President. In this
                  capacity, Executive shall report to the President and Chief
                  Executive Officer ("CEO"). Executive accepts employment in
                  accordance with this Agreement and agrees to devote his full
                  business time and efforts to the performance of his duties and
                  responsibilities hereunder.

         (b)      Nothing in this Agreement shall preclude Executive from
                  engaging in charitable and community affairs, from managing
                  any passive investment (i.e., an investment with respect to
                  which Executive is in no way involved with the management or
                  operation of the entity in which Executive has invested) made
                  by him in publicly traded equity securities or other property
                  (provided that no such investment may exceed five percent (5%)
                  of the equity of any entity, without the prior approval of the
                  Board of Directors of Company (the "Board")), or from serving,
                  subject to the prior approval of the Board, as a member of
                  boards of directors or as a trustee of any other corporation,
                  association or entity, to the extent that any of the above
                  activities do not conflict with any provision of this
                  Agreement.

         SECTION 2 - TERM OF EMPLOYMENT. Executive's term of employment under
this Agreement ("Term of Employment") shall commence on the Effective Date and,
subject to the terms hereof, shall terminate on the earlier of: December 31,
2004 ("Initial Period"); or the date that either party terminates Executive's
employment under this Agreement; provided that subsequent to the Initial Period,
the Term of Employment shall automatically renew each January 1 for one year
("Renewal Period"), unless Company delivers to Executive or Executive delivers
to Company written notice at least thirty (30) days in advance of the expiration
of the Initial Period or any Renewal Period, that the Term of Employment shall
not be extended, in which case the Term of Employment shall end at the end of
the Year in which such notice was delivered and shall not be further extended
except by written agreement of Company and Executive. The expiration of the Term
of Employment under this Agreement shall not be a termination of this Agreement
to the extent that other provisions of this Agreement by their terms survive the
Term of Employment. For purposes of this Agreement, the term "Year" shall mean
the twelve-month period commencing on the Effective Date and each anniversary of
the Effective Date.

         SECTION 3 - COMPENSATION.

         (a)      Salary. During the Initial Period, Company shall pay Executive
                  at the rate of Two Hundred Ninety Thousand Dollars ($290,000)
                  per annum ("Base Salary"). Base Salary shall be payable in
                  accordance with the ordinary payroll practices of Company and
                  shall be subject to all applicable federal, state and local
                  withholding and reporting requirements. Base Salary may be
                  adjusted by the CEO during the Term of Employment.

         (b)      Annual Value Creation Plan ("AVCP"). Executive shall be
                  eligible to participate in the AVCP, a copy of which has been
                  provided to Executive, subject to all the terms and conditions
                  of such plan, as such plan may be modified from time to time.




         SECTION 4 - EMPLOYEE BENEFITS.

         (a)      Employee Retirement Benefit Programs, Welfare Benefit
                  Programs, Plans and Practices. Company shall provide Executive
                  with coverage under any retirement benefit programs, welfare
                  benefit programs, plans and practices, that Company makes
                  available to its senior executives, in accordance with the
                  terms thereof, as such programs, plans and practices may be
                  amended from time to time in accordance with their terms.

         (b)      Vacation. Executive shall be entitled to twenty (20) business
                  days of paid vacation each calendar year, which shall be taken
                  at such times as are consistent with Executive's
                  responsibilities hereunder. Vacation days shall be subject to
                  the Company's general policies regarding vacation days, as
                  such policies may be modified from time to time.

         (c)      Perquisites. During Executive's employment hereunder, Company
                  shall provide Executive, subject to review and approval by the
                  CEO, with such additional perquisites as are generally
                  available to similarly-situated executives.

         (d)      Stock Options. Executive shall be eligible to participate in
                  the TriMas Corporation 2002 Long Term Equity Incentive Plan in
                  accordance with the terms and conditions of such plan and any
                  grant agreements thereunder.

         SECTION 5 - EXPENSES. Subject to prevailing Company policy or such
guidelines as may be established by the CEO or his delegee, Company will
reimburse Executive for all reasonable expenses incurred by Executive in
carrying out his duties.

         SECTION 6 - TERMINATION OF EMPLOYMENT. The respective rights and
responsibilities of the parties to this Agreement notwithstanding, Executive
remains an employee-at-will, and his Term of Employment may be terminated by
either party at any time for any reason by written notice.

         (a)      Termination Without Cause or for Good Reason. If Executive's
                  employment is terminated during the Term of Employment by
                  Company for any reason other than Cause (as defined in Section
                  6(c) hereof), Disability (as defined in Section 6(e) hereof)
                  or death, or if Executive's employment is terminated by
                  Executive for Good Reason (as defined in Section 6(a)(2)
                  hereof), then Company shall pay Executive the Severance
                  Package. Any termination of employment that results from a
                  notice of nonrenewal given in accordance with Section 2 of
                  this Agreement shall not be a termination under this Section
                  6(a) but shall instead be a termination under Section 6(b)
                  below. Likewise, a termination by Executive without Good
                  Reason shall be a termination under Section 6(b) below and not
                  a termination under this Section 6(a).

                  (1)      For purposes of this Agreement, "Severance Package"
                           shall mean:

                           (A)      Base Salary continuation for twenty-four
                                    (24) months at Executive's annual Base
                                    Salary rate in effect on the date of
                                    termination, subject to all applicable
                                    federal, state and local withholding and
                                    reporting requirements. These salary
                                    continuation payments shall be paid in
                                    accordance with usual Company payroll
                                    practices;

                           (B)      A bonus equal to two hundred percent (200%)
                                    of the target bonus opportunity under AVCP,
                                    payable in equal installments over the
                                    twenty-four (24) month period described in
                                    Section 6(a)(1)(A) above, subject to the
                                    same withholding and reporting requirements.
                                    In addition, Executive shall receive the
                                    bonus for the most recently completed bonus
                                    term if a bonus has been declared for such
                                    term but not paid, and a pro rata bonus for
                                    the year of termination through the date of
                                    termination calculated at one hundred
                                    percent (100%) of the bonus opportunity


                                       2


                                    for target performance for that term,
                                    multiplied by a fraction the numerator of
                                    which is the number of days that Executive
                                    was employed during such bonus term and the
                                    denominator of which is 365. The prorated
                                    bonus for the final year shall be paid in a
                                    single sum within ten (10) days of the
                                    termination of Executive's employment with
                                    Company. Any unpaid bonus shall be paid in
                                    accordance with customary practices for
                                    payment of bonuses under AVCP; and

                           (C)      Continuation of benefits under any life,
                                    group medical, and dental insurance benefits
                                    substantially similar to those which
                                    Executive was receiving immediately prior to
                                    termination of employment until the earlier
                                    of:

                                    (i)      the end of the twenty-four (24)
                                             month period following Executive's
                                             termination of employment, or

                                    (ii)     the date on which Executive becomes
                                             eligible to receive any benefits
                                             under any plan or program of any
                                             other employer.

                                    The continuing coverage provided under this
                                    Section 6(a)(1)(C) is subject to Executive's
                                    eligibility to participate in such plans and
                                    all other terms and conditions of such
                                    plans, including without limitation, any
                                    employee contribution requirements and
                                    Company's ability to modify or terminate
                                    such plans or coverages. Company may satisfy
                                    this obligation in whole or in part by
                                    paying the premium otherwise payable by
                                    Executive for continuing coverage under
                                    Section 601 et seq. of the Employee
                                    Retirement Income Security Act of 1974, as
                                    it may be amended or replaced from time to
                                    time. If Executive is not eligible for
                                    continued coverage under one of the
                                    Company-provided benefit plans noted in this
                                    paragraph (C) that he was participating in
                                    during his employment, Company shall pay
                                    Executive the cash equivalent of the
                                    insurance cost for the duration of the
                                    applicable period at the rate of the
                                    Company's cost of coverage for Executive's
                                    benefits as of the date of termination. Any
                                    obligation to pay the cash equivalent of
                                    such cost under this item may be settled, at
                                    Company's discretion, by a lump-sum payment
                                    of any remaining premiums.

                  (2)      For purposes of this Agreement, a termination of
                           employment by Executive for "Good Reason" shall be a
                           termination by Executive following the occurrence of
                           any of the following events unless Company has cured
                           as provided below:

                           (A)      A material and permanent diminution in
                                    Executive's duties or responsibilities;

                           (B)      A material reduction in the aggregate value
                                    of Base Salary and bonus opportunity; or

                           (C)      A permanent reassignment of Executive to
                                    another primary office, or a relocation of
                                    the Company office that is Executive's
                                    primary office, unless Executive's primary
                                    office following such reassignment or
                                    relocation is within thirty-five (35) miles
                                    of Executive's primary office before the
                                    reassignment or relocation or Executive's
                                    permanent residence on the date of the
                                    reassignment or relocation.

                           Executive must notify Company of any event
                           constituting Good Reason within one hundred twenty
                           (120) days after Executive becomes aware of such
                           event or such event shall not constitute Good Reason
                           for purposes of this Agreement provided that Company
                           shall have fifteen (15) days from the date of such
                           notice to cure the Good Reason event. Executive
                           cannot terminate his employment for Good Reason if
                           Cause exists at the time of


                                       3


                           such termination. A termination by Executive
                           following cure shall not be a termination for Good
                           Reason. A failure of Executive to notify Company
                           after the first occurrence of an event constituting
                           Good Reason shall not preclude any subsequent
                           occurrences of such event (or similar event) from
                           constituting Good Reason.

         (b)      Voluntary Termination by Executive; Expiration of Employment
                  Term. If Executive terminates his employment with Company
                  without Good Reason, or if the Employment Term expires
                  following notice of nonrenewal by either party under Section
                  2, then Company shall pay Executive his accrued unpaid Base
                  Salary through the date of termination and the AVCP award for
                  the most recently completed year if an award has been declared
                  for such year but not paid. The accrued unpaid Base Salary
                  amounts payable under this Section 6(b) shall be payable in a
                  lump sum within ten (10) days of termination of employment.
                  Any accrued unpaid bonus amounts payable under this Section
                  6(b) shall be payable in accordance with customary practices
                  for payment of bonuses under AVCP. No prorated bonus for the
                  year of termination shall be paid. Any other benefits under
                  other plans and programs of Company in which Executive is
                  participating at the time of Executive's termination of
                  employment shall be paid, distributed, settled, or shall
                  expire in accordance with their terms, and Company shall have
                  no further obligations hereunder with respect to Executive
                  following the date of termination of employment.

         (c)      Termination for Cause. If Executive's employment is terminated
                  for Cause, Company shall pay Executive his accrued but unpaid
                  Base Salary through the date of the termination of employment,
                  and no further payments or benefits shall be owed. The accrued
                  unpaid Base Salary amounts payable under this Section 6(c)
                  shall be payable in a lump sum within ten (10) days of
                  termination of employment. As used herein, the term "Cause"
                  shall be limited to:

                  (1)      Executive's conviction of or plea of guilty or nolo
                           contendere to a crime constituting a felony under the
                           laws of the United States or any state thereof or any
                           other jurisdiction in which Company conducts
                           business;

                  (2)      Executive's willful misconduct in the performance of
                           his duties to Company;

                  (3)      Executive's willful and continued failure to follow
                           the instructions of Company's Board or the CEO; or

                  (4)      Executive's willful and/or continued neglect of
                           duties (other than any such neglect resulting from
                           incapacity of Executive due to physical or mental
                           illness);

                  provided, however, that Cause shall arise under items (3) or
                  (4) only following ten (10) days written notice thereof from
                  Company which specifically identifies such failure or neglect
                  and the continuance of such failure or neglect during such
                  notice period. Any failure by Company to notify Executive
                  after the first occurrence of an event constituting Cause
                  shall not preclude any subsequent occurrences of such event
                  (or a similar event) from constituting Cause.

         (d)      Termination Following a Change of Control. In the event
                  Executive's employment with Company terminates by reason of a
                  Qualifying Termination (as defined below) within three (3)
                  years after a Change of Control of Company (as defined below),
                  then, in lieu of the Severance Package, and subject to the
                  limitations described in Section 7 below, the Company shall
                  provide Executive the following termination benefits:

                  (1)      Termination Payments. Company shall pay Executive:

                           (A)      A single sum payment equal to two hundred
                                    and fifty percent (250%) of Executive's
                                    annual Base Salary rate in effect on the
                                    date of termination, subject to all
                                    applicable federal, state and local
                                    withholding and reporting requirements. This

                                       4


                                    single-sum payment shall be paid within ten
                                    (10) days of termination of employment;

                           (B)      A bonus equal to two hundred and fifty
                                    percent (250%) of the target bonus
                                    opportunity under AVCP. In addition,
                                    Executive shall receive the bonus for the
                                    most recently completed bonus term if a
                                    bonus has been declared for such term but
                                    not paid, and a pro rata bonus for the year
                                    of termination through the date of
                                    termination calculated at one hundred
                                    percent (100%) of the bonus opportunity for
                                    target performance for that term, multiplied
                                    by a fraction the numerator of which is the
                                    number of days that Executive was employed
                                    during such bonus term and the denominator
                                    of which is 365. The prorated bonus for the
                                    final year shall be paid as a single sum
                                    within ten (10) days of termination of
                                    employment. Any unpaid bonus shall be paid
                                    in accordance with customary practices for
                                    payment of bonuses under AVCP.

                           All payments under this Section 6(d), however, are
                           subject to the timing rules, calculations and
                           adjustments described in Sections 7 and 8.

                  (2)      Benefits Continuation. Executive shall continue to
                           receive life, group medical and dental insurance
                           benefits substantially similar to those which
                           Executive was receiving immediately prior to the
                           Qualifying Termination until the earlier of:

                           (A)      the end of the thirty (30) month period
                                    following Executive's termination of
                                    employment, or

                           (B)      the date on which Executive becomes eligible
                                    to receive any benefits under any plan or
                                    program of any other employer.

                           The continuing coverage provided under this Section
                           6(d)(2) is subject to Executive's eligibility to
                           participate in such plans and all other terms and
                           conditions of such plans, including without
                           limitation, any employee contribution requirements
                           and Company's ability to modify or terminate such
                           plans or coverages. Company may satisfy this
                           obligation in whole or in part by paying the premium
                           otherwise payable by Executive for continuing
                           coverage under Section 601 et seq. of the Employee
                           Retirement Income Security Act of 1974, as it may be
                           amended or replaced from time to time. If Executive
                           is not eligible for continued coverage under one of
                           the Company-provided benefit plans noted in this
                           paragraph (2) that he was participating in during his
                           employment, Company shall pay Executive the cash
                           equivalent of the insurance cost for the duration of
                           the applicable period at the rate of the Company's
                           cost of coverage for Executive's benefits as of the
                           date of termination. Any obligation to pay the cash
                           equivalent of such cost of coverage under this item
                           may be settled, at Company's discretion, by a
                           lump-sum payment of any remaining premiums.

                  (3)      Qualifying Termination. For purposes of this
                           Agreement, the term "Qualifying Termination" means a
                           termination of Executive's employment with the
                           Company for any reason other than:

                           (A)      Death;

                           (B)      Disability, as defined herein;

                           (C)      Cause, as defined herein; or

                           (D)      A termination by Executive without Good
                                    Reason, as defined herein.

                                       5


                  (4)      Change of Control Defined. For purposes of this
                           Agreement, a "Change of Control" means the first of
                           the following events to occur following the date
                           hereof:

                           (A)      the sale, lease, or transfer in one or a
                                    series of related transactions (i) of eighty
                                    percent (80%) or more of the consolidated
                                    assets of the Company and its subsidiaries,
                                    or (ii) of seventy-five percent (75%) or
                                    more (appropriately adjusted for stock
                                    splits, combinations, subdivisions, stock
                                    dividends and similar events) of the Capital
                                    Stock (as defined below) of the Company
                                    acquired by Heartland Industrial Partners,
                                    L.P. on the closing date under the Stock
                                    Purchase Agreement among the Company,
                                    Heartland Industrial Partners, L.P. and
                                    Metaldyne Corporation, dated as of May 17,
                                    2002 (the "Stock Purchase Agreement"), in
                                    either case to any Person (within the
                                    meaning set forth in Sections 13(d) and
                                    14(d) of the Securities Exchange Act of 1934
                                    ("1934 Act") or any similar successor
                                    provision, and the rules, regulations and
                                    interpretations promulgated thereunder)
                                    other than an affiliate of Heartland
                                    Industrial Partners, L.P., whether by way of
                                    any merger, consolidation or other business
                                    combination or purchase of beneficial
                                    ownership (within the meaning under Rule
                                    13d-3 of the 1934 Act) or otherwise, but not
                                    including (x) sales or transfers which are
                                    effected in order to comply with the
                                    preemptive rights provisions of Section 4.05
                                    of the Metaldyne Shareholders Agreement with
                                    respect to the investment by Heartland
                                    Industrial Partners, Inc. in the Company
                                    pursuant to the Stock Purchase Agreement, or
                                    (y) sales or transfers which are effected
                                    within one year after the date of closing
                                    under the Stock Purchase Agreement at a
                                    price per share of not greater than $20 plus
                                    any interest charged (appropriately adjusted
                                    for stock splits, combinations,
                                    subdivisions, stock dividends and similar
                                    events); or

                           (B)      the date on which the individuals who
                                    constitute the Company's Board of Directors
                                    on the date of this Agreement, and any new
                                    members of the Company's Board of Directors
                                    who are hereafter designated by the
                                    Heartland Entities (as defined below) cease,
                                    for any reason, to constitute at least a
                                    majority of the members of the Board of
                                    Directors.

                  "Capital Stock" means, with respect to any person, any and all
                  shares, interests, participations, rights in or other
                  equivalents (however designated) of such person's capital
                  stock, and any rights (other than debt securities convertible
                  into capital stock), warrants or options exchangeable for or
                  convertible into such capital stock. "Heartland Entities"
                  means Heartland Industrial Partners, L.P., Heartland
                  Industrial Partners (FF), L.P., Heartland Industrial Partners
                  (E1), L.P., Heartland Industrial Partners (K1), L.P.,
                  Heartland Industrial Partners (C1), L.P. or any controlled
                  affiliate of any of these entities.

         (e)      Disability. In the event that Executive is unable to perform
                  his duties under this Agreement on account of a disability
                  which continues for one hundred eighty (180) consecutive days
                  or more, or for an aggregate of one hundred eighty (180) days
                  in any period of twelve (12) months, Company may, in its
                  discretion, terminate Executive's employment hereunder.
                  Company's obligation to make payments under this Agreement
                  shall, except for earned but unpaid Base Salary and AVCP
                  awards, cease on the first to occur of (i) the date that is
                  six (6) months after such termination or (ii) the date
                  Executive becomes entitled to benefits under a
                  Company-provided long-term disability program. For purposes of
                  this Agreement, "Disability" shall be defined by the terms of
                  Company's long-term disability policy, or, in the absence of
                  such policy, as a physical or mental disability that prevents
                  Executive from performing substantially all of his duties
                  under this Agreement and which is expected to be permanent.
                  Company may only terminate Executive on account of Disability
                  after giving due consideration to whether reasonable
                  accommodations can be made under which Executive is able to
                  fulfill his duties under this Agreement. The commencement date
                  and expected duration of any physical or mental condition that
                  prevents Executive from perform-


                                       6


                  ing his duties hereunder shall be determined by a medical
                  doctor selected by Company. Company may, in its discretion,
                  require written confirmation from a physician of Disability
                  during any extended absence.

         (f)      Death. In the event of Executive's death during the Term of
                  Employment, all obligations of Company to make any further
                  payments, other than an obligation to pay any accrued but
                  unpaid Base Salary to the date of death and any accrued but
                  unpaid bonuses under AVCP to the date of death, shall
                  terminate upon Executive's death.

         (g)      No Duplication of Benefits. Notwithstanding any provision of
                  this Agreement to the contrary, if Executive's employment is
                  terminated for any reason, in no event shall Executive be
                  eligible for payments under more than one subsection of this
                  Section 6.

         (h)      Payments Not Compensation. Any participation by Executive in,
                  and any terminating distributions and vested rights under,
                  Company-sponsored retirement or savings plans, regardless of
                  whether such plans are qualified or nonqualified for tax
                  purposes, shall be governed by the terms of those respective
                  plans. For purposes of determining benefits and the amounts to
                  be paid to Executive under such plans, any salary continuation
                  or severance benefits other than salary or bonus accrued
                  before termination shall not be compensation for purposes of
                  accruing additional benefits under such plans.

         (i)      Executive's Duty to Provide Materials. Upon the termination of
                  the Term of Employment for any reason, Executive or his estate
                  shall surrender to Company all correspondence, letters, files,
                  contracts, mailing lists, customer lists, advertising
                  material, ledgers, supplies, equipment, checks, and all other
                  materials and records of any kind that are the property of
                  Company or any of its subsidiaries or affiliates, that may be
                  in Executive's possession or under his control, including all
                  copies of any of the foregoing.

         SECTION 7 - CAP ON PAYMENTS.

         (a)      General Rules. The Internal Revenue Code (the "Code") may
                  place significant tax burdens on Executive and Company if the
                  total payments made to Executive due to a Change of Control
                  exceed prescribed limits. For example, if Executive's "Base
                  Period Income" (as defined below) is $100,000, Executive's
                  limit or "Cap" is $299,999. If Executive's "Total Payments"
                  exceed the Cap by even $1.00, Executive is subject to an
                  excise tax under Section 4999 of the Code of 20% of all
                  amounts paid to Executive in excess of $100,000. In other
                  words, if Executive's Cap is $299,999, Executive will not be
                  subject to an excise tax if Executive receives exactly
                  $299,999. If Executive receives $300,000, Executive will be
                  subject to an excise tax of $40,000 (20% of $200,000). In
                  order to avoid this excise tax and the related adverse tax
                  consequences for Company, by signing this Agreement, Executive
                  will be agreeing that, subject to the exception noted below,
                  the present value of Executive's Total Payments will not
                  exceed an amount equal to Executive's Cap.

         (b)      Special Definitions. For purposes of this Section, the
                  following specialized terms will have the following meanings:

                  (1)      "Base Period Income". "Base Period Income" is an
                           amount equal to Executive's "annualized includable
                           compensation" for the "base period" as defined in
                           Sections 280G(d)(1) and (2) of the Code and the
                           regulations adopted thereunder. Generally,
                           Executive's "annualized includable compensation" is
                           the average of Executive's annual taxable income from
                           Company for the "base period," which is the five
                           calendar years prior to the year in which the Change
                           of Control occurs. These concepts are complicated and
                           technical and all of the rules set forth in the
                           applicable regulations apply for purposes of this
                           Agreement.

                                       7


                  (2)      "Cap" or "280G Cap". "Cap" or "280G Cap" shall mean
                           an amount equal to 2.99 times Executive's "Base
                           Period Income." This is the maximum amount which
                           Executive may receive without becoming subject to the
                           excise tax imposed by Section 4999 of the Code or
                           which Company may pay without loss of deduction under
                           Section 280G of the Code.

                  (3)      "Total Payments". The "Total Payments" include any
                           "payments in the nature of compensation" (as defined
                           in Section 280G of the Code and the regulations
                           adopted thereunder), made pursuant to this Agreement
                           or otherwise, to or for Executive's benefit, the
                           receipt of which is contingent on a Change of Control
                           and to which Section 280G of the Code applies.

         (c)      Calculating the Cap and Adjusting Payments. If Company
                  believes that these rules will result in a reduction of the
                  payments to which Executive is entitled under this Agreement,
                  it will so notify Executive as soon as possible. Company will
                  then, at its expense, retain a "Consultant" (which shall be a
                  law firm, a certified public accounting firm, and/or a firm of
                  recognized executive compensation consultants) to provide an
                  opinion or opinions concerning whether Executive's Total
                  Payments exceed the limit discussed above. Company will select
                  the Consultant. At a minimum, the opinions required by this
                  Section must set forth the amount of Executive's Base Period
                  Income, the present value of the Total Payments and the amount
                  and present value of any excess parachute payments. If the
                  opinions state that there would be an excess parachute
                  payment, Executive's payments under this Agreement will be
                  reduced to the extent necessary to eliminate the excess.
                  Executive will be allowed to choose the payment that should be
                  reduced or eliminated, but the payment Executive chooses to
                  reduce or eliminate must be a payment determined by such
                  Consultant to be includable in Total Payments. Executive's
                  decision shall be in writing and delivered to Company within
                  thirty (30) days of Executive's receipt of such opinions. If
                  Executive fails to so notify Company, Company will decide
                  which payments to reduce or eliminate. If the Consultant
                  selected to provide the opinions referred to above so requests
                  in connection with the opinion required by this Section, a
                  firm of recognized executive compensation consultants selected
                  by Company shall provide an opinion, upon which such
                  Consultant may rely, as to the reasonableness of any item of
                  compensation as reasonable compensation for services rendered
                  before or after the Change of Control. If Company believes
                  that Executive's Total Payments will exceed the limitations of
                  this Section, it will nonetheless make payments to Executive,
                  at the times stated above, in the maximum amount that it
                  believes may be paid without exceeding such limitations. The
                  balance, if any, will then be paid after the opinions called
                  for above have been received. If the amount paid to Executive
                  by Company is ultimately determined, pursuant to the opinion
                  referred to above or by the Internal Revenue Service, to have
                  exceeded the limitation of this Section, the excess will be
                  treated as a loan to Executive by Company and shall be
                  repayable on the ninetieth (90th) day following demand by
                  Company, together with interest at the lowest "applicable
                  federal rate" provided in Section 1274(d) of the Code. If it
                  is ultimately determined, pursuant to the opinion referred to
                  above or by the Internal Revenue Service, that a greater
                  payment should have been made to Executive, Company shall pay
                  Executive the amount of the deficiency, together with interest
                  thereon from the date such amount should have been paid to the
                  date of such payment, at the rate set forth above, so that
                  Executive will have received or be entitled to receive the
                  maximum amount to which Executive is entitled under this
                  Agreement.

         (d)      Effect of Repeal. In the event that the provisions of Sections
                  280G and 4999 of the Code are repealed without succession,
                  this Section shall be of no further force or effect.

         (e)      Exception. The Consultant selected pursuant to Section 7(c)
                  will calculate Executive's "Uncapped Benefit" and Executive's
                  "Capped Benefit." The limitations of Section 7(a) will not
                  apply to Executive if Executive's Uncapped Benefit is at least
                  one hundred and five percent (105%) of Executive's Capped
                  Benefit. For this purpose, Executive's "Uncapped Benefit" is
                  the amount to which Executive would be entitled pursuant to
                  Section 6(d), without regard to the limitations of Section

                                       8


                  7(a). Executive's "Capped Benefit" is the amount to which
                  Executive would be entitled pursuant to Section 6(d) after the
                  application of the limitations of Section 7(a).

         SECTION 8 - TAX GROSS-UP.

         (a)      Gross-Up Payment. If the Cap imposed by Section 7(a) does not
                  apply to Executive because of the exception provided by
                  Section 7(e), Company will provide Executive with a "Gross-Up
                  Payment" if an excise tax is imposed on Executive pursuant to
                  Section 4999 of the Code. Except as otherwise noted below,
                  this Gross-Up Payment will consist of a single lump sum
                  payment in an amount such that after payment by Executive of
                  the "total presumed federal and state taxes" and the excise
                  taxes imposed by Section 4999 of the Code on the Gross-Up
                  Payment (and any interest or penalties actually imposed),
                  Executive would retain an amount of the Gross-Up Payment equal
                  to the remaining excise taxes imposed by Section 4999 of the
                  Code on Executive's Total Payments (calculated before the
                  Gross-Up Payment). For purposes of calculating Executive's
                  Gross-Up Payment, Executive's actual federal and state income
                  taxes will not be used. Instead, Company will use Executive's
                  "total presumed federal and state taxes." For purposes of this
                  Agreement, Executive's "total presumed federal and state
                  taxes" shall be conclusively calculated using a combined tax
                  rate equal to the sum of the maximum marginal federal and
                  applicable state income tax rates. The state tax rate for
                  Executive's principal place of residence will be used and no
                  adjustments will be made for the deduction of state taxes on
                  the federal return, any deduction of federal taxes on a state
                  return, the loss of itemized deductions or exemptions, or for
                  any other purpose.

         (b)      Calculations. All determinations concerning whether a Gross-Up
                  Payment is required pursuant to Section 8(a) and the amount of
                  any Gross-Up Payment (as well as any assumptions to be used in
                  making such determinations) shall be made by the Consultant
                  selected pursuant to Section 7(c). The Consultant shall
                  provide Executive and Company with a written notice of the
                  amount of the excise taxes that Executive is required to pay
                  and the amount of the Gross-Up Payment. The notice from the
                  Consultant shall include any necessary calculations in support
                  of its conclusions. All fees and expenses of the Consultant
                  shall be paid by Company. Any Gross-Up Payment shall be made
                  by Company within fifteen (15) days after the mailing of such
                  notice. As a general rule, the Consultant's determination
                  shall be binding on Executive and Company. The application of
                  the excise tax rules of Section 4999, however, is complex and
                  uncertain and, as a result, the Internal Revenue Service may
                  disagree with the Consultant concerning the amount, if any, of
                  the excise taxes that are due. If the Internal Revenue Service
                  determines that excise taxes are due, or that the amount of
                  the excise taxes that are due is greater than the amount
                  determined by the Consultant, the Gross-Up Payment will be
                  recalculated by the Consultant to reflect the actual excise
                  taxes that Executive is required to pay (and any related
                  interest and penalties). Any deficiency will then be paid to
                  Executive by Company within fifteen (15) days of the receipt
                  of the revised calculations from the Consultant. If the
                  Internal Revenue Service determines that the amount of excise
                  taxes that Executive paid exceeds the amount due, Executive
                  shall return the excess to Company (along with any interest
                  paid to Executive on the overpayment) immediately upon receipt
                  from the Internal Revenue Service or other taxing authority.
                  Company has the right to challenge any excise tax
                  determinations made by the Internal Revenue Service. If
                  Company agrees to indemnify Executive from any taxes, interest
                  and penalties that may be imposed upon Executive (including
                  any taxes, interest and penalties on the amounts paid pursuant
                  to Company's indemnification agreement), Executive must
                  cooperate fully with Company in connection with any such
                  challenge. Company shall bear all costs associated with the
                  challenge of any determination made by the Internal Revenue
                  Service and Company shall control all such challenges. The
                  additional Gross-Up Payments called for by the preceding
                  paragraph shall not be made until Company has either exhausted
                  its (or Executive's) rights to challenge the determination or
                  indicated that it intends to concede or settle the excise tax
                  determination. Executive must notify Company in writing of any
                  claim or determination by the Internal Revenue Service that,
                  if upheld, would result in the payment of excise taxes in
                  amounts different from the amount initially specified by the
                  Consultant. Such notice shall be


                                       9


                  given as soon as possible but in no event later than fifteen
                  (15) days following Executive's receipt of notice of the
                  Internal Revenue Service's position.

         SECTION 9 - NOTICES. All notices or communications hereunder shall be
in writing, addressed as follows:

                  To Company:        TriMas Corporation
                                     c/o Heartland Industrial Partners, L.P.
                                     55 Railroad Avenue, 1st Floor
                                     Greenwich, CT 06830
                                     Attn: David A. Stockman

                  with a copy to:    R. Jeffrey Pollock, Esq.
                                     McDonald, Hopkins, Burke &
                                     Haber Co., L.P.A.
                                     600 Superior Avenue, Suite 2100
                                     Cleveland, OH 44114

                  To Executive:       ________________________
                                      ________________________
                                      ________________________


                  with a copy to:     ________________________
                                      ________________________
                                      ________________________
                                      ________________________

Any such notice or communication shall be delivered by hand or by courier or
sent certified or registered mail, return receipt requested, postage prepaid,
addressed as above (or to such other address as such party may designate in a
notice duly delivered as described above), and the third (3rd) business day
after the actual date of mailing shall constitute the time at which notice was
given.

         SECTION 10 - SEPARABILITY; LEGAL FEES. If any provision of this
Agreement shall be declared to be invalid or unenforceable, in whole or in part,
such invalidity or unenforceability shall not affect the remaining provisions
hereof which shall remain in full force and effect. In the event of a dispute by
Company, Executive or others as to the validity or enforceability of, or
liability under, any provision of this Agreement, Company shall reimburse
Executive for all reasonable legal fees and expenses incurred by him in
connection with such dispute if Executive substantially prevails in the dispute
and if Executive has not substantially prevailed in such dispute one-half (1/2)
the amount of all reasonable legal fees and expenses incurred by him in
connection with such dispute except to the extent Executive's position is found
by a tribunal of competent jurisdiction to have been frivolous.

         SECTION 11 - ASSIGNMENT AND ASSUMPTION. This contract shall be binding
upon and inure to the benefit of the heirs and representatives of Executive and
the assigns and successors of Company, but neither this Agreement nor any rights
or obligations hereunder shall be assignable or otherwise subject to
hypothecation by Executive (except by will or by operation of the laws of
intestate succession) or by Company, except that Company may assign this
Agreement to any successor (whether by merger, purchase or otherwise) to all or
substantially all of the stock, assets or business of Company.

         SECTION 12 - AMENDMENT. This Agreement may only be amended by written
agreement of the parties hereto.

         SECTION 13 - NON-COMPETITION; NON-SOLICITATION; CONFIDENTIALITY.

                                       10


         (a)      Executive represents that acceptance of employment under this
                  Agreement and performance under this Agreement are not in
                  violation of any restrictions or covenants under the terms of
                  any other agreements to which Executive is a party.

         (b)      Executive acknowledges and recognizes the highly competitive
                  nature of the business of Company and accordingly agrees that,
                  in consideration of this Agreement, the rights conferred
                  hereunder, and any payment hereunder, during the Term of
                  Employment and for the twenty-four (24) month period following
                  the termination of Executive's employment with Company, for
                  any reason ("Non-Compete Term"), Executive shall not engage,
                  either directly or indirectly, as a principal for Executive's
                  own account or jointly with others, or as a stockholder in any
                  corporation or joint stock association, or as a partner or
                  member of a general or limited liability entity, or as an
                  employee, officer, director, agent, consultant or in any other
                  advisory capacity in any business other than Company or its
                  subsidiaries which designs, develops, manufacturers,
                  distributes, sells or markets the type of products or services
                  sold, distributed or provided by Company or its subsidiaries
                  during the two (2) year period prior to the date of
                  termination (the "Business"); provided that nothing herein
                  shall prevent Executive from owning, directly or indirectly,
                  not more than five percent (5%) of the outstanding shares of,
                  or any other equity interest in, any entity engaged in the
                  Business and listed or traded on a national securities
                  exchanges or in an over-the-counter securities market.

         (c)      During the Non-Compete Term, Executive shall not (i) directly
                  or indirectly employ or solicit, or receive or accept the
                  performance of services by, any active employee of Company or
                  any of its subsidiaries who is employed primarily in
                  connection with the Business, except in connection with
                  general, non-targeted recruitment efforts such as
                  advertisements and job listings, or directly or indirectly
                  induce any employee of Company to leave Company, or assist in
                  any of the foregoing, or (ii) solicit for business (relating
                  to the Business) any person who is a customer or former
                  customer of Company or any of its subsidiaries, unless such
                  person shall have ceased to have been such a customer for a
                  period of at least six (6) months.

         (d)      Executive shall not at any time (whether during or after his
                  employment with Company) disclose or use for Executive's own
                  benefit or purposes or the benefit or purposes of any other
                  person, firm, partnership, joint venture, association,
                  corporation or other business organization, entity or
                  enterprise other than Company and any of its subsidiaries, any
                  trade secrets, information, data, or other confidential
                  information of the Company, including but not limited to,
                  information relating to customers, development programs,
                  costs, marketing, trading, investment, sales activities,
                  promotion, credit and financial data, financing methods, plans
                  or the business and affairs of Company generally, or of any
                  subsidiary of Company, unless required to do so by applicable
                  law or court order, subpoena or decree or otherwise required
                  by law, with reasonable evidence of such determination
                  promptly provided to Company. The preceding sentence of this
                  paragraph (d) shall not apply to information which is not
                  unique to Company or which is generally known to the industry
                  or the public other than as a result of Executive's breach of
                  this covenant. Executive agrees that upon termination of
                  employment with Company for any reason, Executive will return
                  to Company immediately all memoranda, books, papers, plans,
                  information, letters and other data, and all copies thereof or
                  therefrom, in any way relating to the business of Company and
                  its subsidiaries, except that Executive may retain personal
                  notes, notebooks and diaries. Executive further agrees that
                  Executive will not retain or use for Executive's account at
                  any time any trade names, trademark or other proprietary
                  business designation used or owned in connection with the
                  business of Company or its subsidiaries.

         (e)      It is expressly understood and agreed that although Executive
                  and Company consider the restrictions contained in this
                  Section 13 to be reasonable, if a final judicial determination
                  is made by a court of competent jurisdiction that the time or
                  territory or any other restriction contained in this Agreement
                  is an unenforceable restriction against Executive, the
                  provisions of this Agreement shall not be rendered void but
                  shall be deemed amended to apply as to such maximum time and

                                       11


                  territory and to such maximum extent as such court may
                  judicially determine or indicate to be enforceable.
                  Alternatively, if any tribunal of competent jurisdiction finds
                  that any restriction contained in this Agreement is
                  unenforceable, and such restriction cannot be amended so as to
                  make it enforceable, such finding shall not affect the
                  enforceability of any of the other restrictions contained
                  herein.

         (f)      As a condition to the receipt of any benefits described in
                  this Agreement, Executive shall be required to execute an
                  agreement pursuant to which Executive releases any claims he
                  may have against Company and agrees to the continuing
                  enforceability of the restrictive covenants of this Agreement.

         (g)      This Section 13 will survive the termination of this
                  Agreement.

         SECTION 14 - REMEDIES. Executive acknowledges and agrees that Company's
remedies at law for a breach or threatened breach of any of the provisions of
Section 13 would be inadequate and, in recognition of this fact, Executive
agrees that, in the event of such a breach or threatened breach, in addition to
any remedies at law, Executive shall forfeit all payments otherwise due under
this Agreement and shall return any Severance Package payment made. Moreover,
Company, without posting any bond, shall be entitled to seek equitable relief in
the form of specific performance, temporary restraining order, temporary or
permanent injunction or any other equitable remedy which may then be available.

         SECTION 15 - SURVIVORSHIP. The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations. The
provisions of this Section 15 are in addition to the survivorship provisions of
any other section of this Agreement.

         SECTION 16 - GOVERNING LAW; REVENUE AND JURISDICTION. If any judicial
or administrative proceeding or claim relating to or pertaining to this
Agreement is initiated by either party hereto, such proceeding or claim shall
and must be filed in a state or federal court located in Wayne County, Michigan
and such proceeding or claim shall be governed by and construed under Michigan
law, without regard to conflict of law and principals.

         SECTION 17 - DISPUTE RESOLUTION. Any dispute related to or arising
under this Agreement shall be resolved in accordance with the TriMas Dispute
Resolution Policy in effect at the time such dispute arises. The TriMas Dispute
Resolution Policy in effect at the time of this Agreement is attached to this
Agreement.

         SECTION 18 - EFFECT ON PRIOR AGREEMENTS. This Agreement contains the
entire understanding between the parties hereto and supersedes in all respects
any prior or other agreement or understanding, both written and oral, between
Company, any parent, subsidiary or affiliate of Company or any predecessor of
Company or parent, subsidiary, or affiliate of any predecessor of Company and
Executive.

         SECTION 19 - WITHHOLDING. Company shall be entitled to withhold from
payment any amount of withholding required by law.

         SECTION 20 - SECTION HEADINGS AND CONSTRUCTION. The headings of
sections in this Agreement are provided for convenience only and will not effect
its construction or interpretation. All references to "Section" or "Sections"
refer to the corresponding section or sections of this Agreement unless
otherwise specified. All words used in this Agreement will be construed to be of
such gender or number as circumstances require.

         SECTION 21 - COUNTERPARTS. This Agreement may be executed in one (1) or
more counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same Agreement.



                                       12


         Intending to be legally bound hereby, the parties have executed this
Agreement on the dates set forth next to their names below.




- ----------------------- ----------------------------------------------------
                                       COMPANY
- ----------------------- ----------------------------------------------------
                                  TRIMAS CORPORATION

- ----------------------- ----------------------------------------------------

- ----------------------- ----------------------------------------------------

                        ---------------------------------------------
- ----------------------- ----------------------------------------------------
         Date
- ----------------------- ----------------------------------------------------
                        Its:
                        ---------------------------------------------


- ----------------------- ----------------------------------------------------
                                     EXECUTIVE

- ----------------------- ----------------------------------------------------

                            -----------------------------------------
- ----------------------- ----------------------------------------------------
         Date
- ----------------------- ----------------------------------------------------





                                       13

                                                                      EXHIBIT 12




                                     TRIMAS
                                   EXHIBIT 12
         COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
                           PREFERRED STOCK DIVIDENDS

                             (DOLLARS IN THOUSANDS)

                                                              For the Years Ended December 31
                                                              -------------------------------
                                                                 One Month   Eleven Months
                                                                   ended         ended
                                         2002          2001       12/31/00      11/28/00        1999       1998 (1)
                                         ----          ----       --------      --------        ----       --------
EARNINGS (LOSS) BEFORE INCOME
TAXES AND FIXED CHARGES:

Income (loss) from continuing
   operations before income taxes       $  3,120     $ (9,450)    $ (5,250)   $  42,190      $  65,000   $  49,910

Deduct equity in undistributed
   earnings of                                                                                          -
   less-than-fifty-percent owned
   companies                                   -            -            -            -              -           -

Fixed charges                             62,360       74,930        5,160       57,430         57,380      62,110
Deduct capitalized interest                  (30)        (110)         (20)        (200)          (260)       (220)
Depreciation of fixed charges                 20           10            -           50             30          10
Estimated interest factor for
   rentals                                     -            -            -            -              -           -
                                        --------     --------     --------    ---------      ---------   ---------
Earnings (loss) before income taxes
   and fixed charges                    $ 65,470     $ 65,380     $   (110)   $  99,470       $122,150   $ 111,810
                                        ========     ========     ========    =========       ========   =========

FIXED CHARGES:

Interest on indebtedness, net             60,010       73,130        5,000       55,390         55,380      60,290
Capitalized interest                          30          110           20          200            260         220
Estimated interest factor for rental       2,320        1,690          140        1,840          1,740       1,600
                                        --------     --------     --------    ---------      ---------   ---------

Total fixed charges                       62,360       74,930        5,160       57,430         57,380      62,110
                                        --------     --------     --------    ---------      ---------   ---------

Total fixed charges                     $ 62,360     $ 74,930     $  5,160    $  57,430      $  57,380   $  62,110
                                        ========     ========     ========    =========       ========   =========


RATIO OF EARNINGS TO FIXED CHARGES         1.0         0.9         (0.02)        1.7             2.1        1.8
                                        ========     ========     ========    =========       ========   =========

Notes:

         (1)      Metaldyne acquired TriMas in January 1998. Financial results
                  for the 21 days prior to Metaldyne's acquisition have not been
                  included because the results were determined on a different
                  accounting basis.

         (2)      For the period ended December 31, 2000, and year ended
                  December 31, 2001, additional earnings of $5.3 million and
                  $9.6 million, respectively, would have been required to make
                  the ratio 1.0x.

Exhibit 21


Name                                     Jurisdiction of Incorporation or Organization
- ------------------------------------     ---------------------------------------------
Arrow Engine Company                     Delaware
Beaumont Bolt & Gasket, Inc              Texas
BDC Industries S.A. de C.V.              Mexico
Canadian Gasket and Supply, Inc.         Ontario, Canada
Cequent Towing Products, Inc.            Delawara
Cequent Trailering Product, Inc.         Delaware
Commonwealth Disposition LLC             Delaware
Compac Corporation                       Delaware
Consumer Products, Inc                   Wisconsin
Cuyam Corporation                        Ohio
Di-Rite Company                          Ohio
Draw-Tite (Canada) Ltd.                  Ontario, Canada
Englass Group Limited                    United Kingdom
Entegra Fastener Corporation             Delaware
Gruppo Tov S.r.l                         Italy
HammerBlow Acquisition Corpration        Delaware
HammerBlow Corporation                   Wisconsin
HammerBlow, LLC                          Delaware
HBC de Mexico, S.A. de C.V.              Mexico
Heinrich Stolz GmbH                      Germany
Hidden Hitch Acquisition Company         Delaware
Hidden Hitch of Canada, Inc.             Ontario, Canada
Highland Group Industries                Ohio
Hitch `N Post, Inc.                      Delaware
Industrial Bolt & Gasket, Inc.           Louisiana
James Walker J.V.                        United Kingdon
James Walker Lamons JV Limited           United Kingdom
Keo Cutters, Inc.                        Michigan
K.S. Disposition, Inc.                   Michigan
Lake Erie Screw Corporation              Ohio
Lamons Metal Gasket Co.                  Delaware
Louisiana Hose & Rubber Co.              Louisiana
MetaldyneLux S.a.r.l.                    Luxembourg
Monogram Aerospace Fasteners, Inc.       Delaware
Netcong Investments, Inc.                New Jersey
NI Foreign Military Sales Corp.          Delaware
NI Industries, Inc.                      Delaware
NI West, Inc.                            California
Norris Cylinder Company                  Delaware
Norris Environmental Services, Inc.      California
Norris Industries, Inc.                  California
Plastic Form, Inc.                       Delaware
Reese Products of Canada Ltd.            Ontario, Canada
Reska Spline Products, Inc.              Michigan
Richards Micro-Tool, Inc.                Delaware



Rieke Corporation                        Indiana
Rieke Leasing Co., Incorporated          Delaware
Rieke of Indiana, Inc.                   Indiana
Rieke of Mexico, Inc.                    Delaware
Rieke Packaging Systems Iberica, S.L.    Spain
Rieke Packaging Systems Limited          United Kingdom
Rola Roof Rack Pty. Ltd.                 Australia
Roof Rack Industries Pty. Ltd.           Australia
Tekonsha Towing Systems, Inc.            Michigan
Top Emballage S.A.                       France
TriMas Company LLC                       Delaware
TriMas Corporation Limited               United Kingdom
TriMas Corporation Pty. Ltd.             Australia
TriMas Export, Inc.                      Barbados
TriMas Fasteners, Inc.                   Delaware
TriMas Services Corp.                    Delaware
TSPC, Inc.                               Nevada

                         -2-

                                                                    EXHIBIT 99.1


                                  CERTIFICATION
           PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
               (CHAPTER 63, TITLE 18 U.S.C. (SS.) 1350(A) AND (B))

         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63,
Title 18 U.S.C. (ss.) 1350(a) and (b)), the undersigned hereby individually
certifies in his capacity as an officer of TriMas Corporation (the "Company")
that the Annual Report of the Company on Form 10-K for the year ended December
31, 2002 fully complies with the requirements of Section 13(a) of the Securities
Exchange Act of 1934 and that the information contained in such report fairly
presents, in all material respects, the financial condition and results of
operations of the Company.

Date:   March 28, 2003           /s/ Grant H. Beard
                                 -----------------------------------------------
                                 Grant H. Beard
                                 Chief Executive Officer


         The foregoing certification is being furnished solely pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C.
(ss.) 1350(a) and (b)), is not a part of the Form 10-K to which it refers and
is, to the extent permitted by law, provided by the above signatory to the
extent of his knowledge.

         A signed original of this written statement required by Section 906 has
been provided to TriMas Corporation and will be retained by TriMas Corporation
and furnished to the Securities and Exchange Commission or its staff upon
request.

                                                                    EXHIBIT 99.2


                                  CERTIFICATION
           PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
               (CHAPTER 63, TITLE 18 U.S.C. (SS.) 1350(A) AND (B))

         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63,
Title 18 U.S.C. (ss.) 1350(a) and (b)), the undersigned hereby individually
certifies in his capacity as an officer of TriMas Corporation (the "Company")
that the Annual Report of the Company on Form 10-K for the year ended December
31, 2002 fully complies with the requirements of Section 13(a) of the Securities
Exchange Act of 1934 and that the information contained in such report fairly
presents, in all material respects, the financial condition and results of
operations of the Company.

Date:   March 28, 2003           /s/ Todd R. Peters
                                 -----------------------------------------------
                                 Todd R. Peters
                                 Chief Financial Officer


         The foregoing certification is being furnished solely pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C.
(ss.) 1350(a) and (b)), is not a part of the Form 10-K to which it refers and
is, to the extent permitted by law, provided by the above signatory to the
extent of his knowledge.

A signed original of this written statement required by Section 906 has been
provided to TriMas Corporation and will be retained by TriMas Corporation and
furnished to the Securities and Exchange Commission or its staff upon request.