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                                                                   EXHIBIT 10.49


                            INDEMNIFICATION AGREEMENT


                  AGREEMENT, effective as of June 3, 2003 between Hayes Lemmerz
International, Inc., a Delaware corporation (the "Company"), and (Director's
name)__ (the "Indemnitee").

                  WHEREAS, it is essential to the Company to retain and attract
as directors the most capable persons available;

                  WHEREAS, Indemnitee is a director of the Company;

                  WHEREAS, both the Company and Indemnitee recognize the
increased risk of litigation and other claims being asserted against directors
of public companies in today's environment;

                  WHEREAS, the Certificate of Incorporation (the "Charter") of
the Company permits, and the By-laws (the "By-Laws") of the Company require, the
Company to indemnify its directors to the fullest extent permitted by law and
the Indemnitee has agreed to serve as a director of the Company in part in
reliance on such Charter and By-Laws;

                  WHEREAS, in recognition of Indemnitee's need for substantial
protection against personal liability in order to enhance Indemnitee's service
to the Company in an effective manner, the increasing difficulty in obtaining
satisfactory director liability insurance coverage and Indemnitee's reliance on
the aforesaid Charter and By-Laws, and in part to provide Indemnitee with
specific contractual assurance that the protection afforded by such Charter and
By-Laws will be available to Indemnitee (regardless of, among other things, any
amendment to or revocation of the Charter and By-Laws or any change in the
composition of the Company's Board of Directors or acquisition transaction
relating to the Company), the Company wishes to provide in this Agreement for
the indemnification of and the advancing of expenses to Indemnitee to the
fullest extent (whether partial or complete) permitted by law and as set forth
in this Agreement, and, to the extent insurance is maintained, for the continued
coverage of Indemnitee under the Company's directors' liability insurance
policies;

                  NOW, THEREFORE, in consideration of the premises and of
Indemnitee continuing to serve the Company directly or, at its request, another
enterprise, and intending to be legally bound hereby, the parties hereto agree
as follows:

1.       Certain Definitions:

         (a)      Change in Control: shall be deemed to have occurred if (i) any
                  "person" (as such term is used in Sections 13(d) and 14(d) of
                  the Securities




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                  Exchange Act of 1934, as amended), other than a trustee or
                  other fiduciary holding securities under an employee benefit
                  plan of the Company or a corporation owned directly or
                  indirectly by the stockholders of the Company in substantially
                  the same proportions as their ownership of stock of the
                  Company, is or becomes the "beneficial owner" (as defined in
                  Rule 13d-3 under said Act), directly or indirectly, of
                  securities of the Company representing 35% or more of the
                  total voting power represented by the Company's then
                  outstanding Voting Securities, or (ii) during any period of
                  two consecutive years, individuals who at the beginning of
                  such period constitute the Board of Directors of the Company
                  and any new director whose election by the Board of Directors
                  or nomination for election by the Company's stockholders was
                  approved by a vote of at least two-thirds (2/3) of the
                  directors then still in office who either were directors at
                  the beginning of the period or whose election or nomination
                  for election was previously so approved, cease for any reason
                  to constitute a majority thereof, or (iii) the stockholders of
                  the Company approve a merger or consolidation of the Company
                  with any other corporation, other than a merger or
                  consolidation which would result in the Voting Securities of
                  the Company outstanding immediately prior thereto continuing
                  to represent (either by remaining outstanding or by being
                  converted into Voting Securities of the surviving entity) at
                  least 80% of the total voting power represented by the Voting
                  Securities of the Company or such surviving entity outstanding
                  immediately after such merger or consolidation, or the
                  stockholders of the Company approve a plan of complete
                  liquidation of the Company or an agreement for the sale or
                  disposition by the Company of (in one transaction or a series
                  of transactions) all or substantially all the Company's
                  assets.

         (b)      Claim: any threatened, pending or completed action, suit or
                  proceeding, or any inquiry or investigation, whether
                  instituted by the Company or any other party, that Indemnitee
                  in good faith believes might lead to the institution of any
                  such action, suit or proceeding, whether civil, criminal,
                  administrative, investigative or other.

         (c)      Expenses: include attorneys' fees and all other costs,
                  expenses and obligations paid or incurred in connection with
                  investigating, defending, being a witness in or participating
                  in (including on appeal), or preparing to defend, be a witness
                  in or participate in any Claim relating to any Indemnifiable
                  Event.

         (d)      Indemnifiable Event: any event or occurrence related to the
                  fact that Indemnitee is or was a director, officer, employee,
                  agent or fiduciary of the Company, or is or was serving at the
                  request of the Company as a director, officer, employee,
                  trustee, agent or fiduciary of another corporation,
                  partnership, joint venture, employee benefit plan, trust or
                  other enterprise, or by reason of anything done or not done by
                  Indemnitee in any such capacity.




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         (e)      Independent Legal Counsel: an attorney or firm of attorneys,
                  selected in accordance with the provisions of Section 3, who
                  shall not have otherwise performed services for the Company,
                  any of its subsidiaries or Indemnitee within the last two
                  years (other than with respect to matters concerning the
                  rights of Indemnitee under this Agreement, or of other
                  indemnitees under similar indemnity agreements).

         (f)      Reviewing Party: any appropriate person or body consisting of
                  a member or members of the Company's Board of Directors or any
                  other person or body appointed by the Board who is not a party
                  to the particular Claim for which Indemnitee is seeking
                  indemnification, or Independent Legal Counsel.

         (g)      Voting Securities: any securities of the Company which vote
                  generally in the election of directors.

2.       Basic Indemnification Arrangement.

         (a)      In the event Indemnitee was, is or becomes a party to or
                  witness or other participant in, or is threatened to be made a
                  party to or witness or other participant in, a Claim by reason
                  of (or arising in part out of) an Indemnifiable Event, the
                  Company shall indemnify Indemnitee to the fullest extent
                  permitted by law as soon as practicable, but in any event no
                  later than thirty days after written demand is presented to
                  the Company, against any and all Expenses, judgments, fines,
                  penalties and amounts paid in settlement (including all
                  interest, assessments and other charges paid or payable in
                  connection with or in respect of such Expenses, judgments,
                  fines, penalties or amounts paid in settlement) of such Claim.
                  If so requested by Indemnitee, the Company shall advance
                  (within two business days of such request) any and all
                  Expenses to Indemnitee (an "Expense Advance"). Notwithstanding
                  anything in this Agreement to the contrary, except as provided
                  in Section 5 hereof, prior to a Change in Control, Indemnitee
                  shall not be entitled to indemnification or Expense Advances
                  pursuant to this Agreement in connection with any Claim
                  initiated by Indemnitee unless the Board of Directors has
                  authorized or consented to the initiation of such Claim.

         (b)      Notwithstanding the foregoing, (i) the obligations of the
                  Company under Section 2(a) shall be subject to the condition
                  that the Reviewing Party shall not have determined (in a
                  written opinion, in any case in which the Independent Legal
                  Counsel referred to in Section 3 hereof is involved) that
                  Indemnitee would not be permitted to be indemnified under
                  applicable law, and (ii) the obligation of the Company to make
                  an Expense Advance pursuant to Section 2(a) shall be subject
                  to the condition that, if, when and to the extent that the
                  Reviewing Party determines that Indemnitee would not be
                  permitted to be so indemnified under applicable law, the
                  Company shall be entitled to be reimbursed by Indemnitee (who
                  hereby agrees to



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                  reimburse the Company) for all such amounts theretofore paid;
                  provided, however, that if Indemnitee has commenced or
                  thereafter commences legal proceedings in a court of competent
                  jurisdiction to secure a determination that Indemnitee should
                  be indemnified under applicable law, any determination made by
                  the Reviewing Party that Indemnitee would not be permitted to
                  be indemnified under applicable law shall not be binding and
                  Indemnitee shall not be required to reimburse the Company for
                  any Expense Advance until a final judicial determination is
                  made with respect thereto (as to which all rights of appeal
                  therefrom have been exhausted or lapsed). If there has not
                  been a Change in Control, the Reviewing Party shall be
                  selected by the Board of Directors, and, if there has been
                  such a Change in Control (other than a Change in Control which
                  has been approved by a majority of the Company's Board of
                  Directors who were directors immediately prior to such Change
                  in Control), the Reviewing Party shall be the Independent
                  Legal Counsel referred to in Section 3 hereof. If there has
                  been no determination by the Reviewing Party or if the
                  Reviewing Party determines that Indemnitee substantively would
                  not be permitted to be indemnified in whole or in part under
                  applicable law, Indemnitee shall have the right to commence
                  litigation in any court in the State of Delaware having
                  subject matter jurisdiction thereof and in which venue is
                  proper seeking an initial determination by the court or
                  challenging any such determination by the Reviewing Party or
                  any aspect thereof, including the legal or factual bases
                  therefor, and the Company hereby consents to service of
                  process and to appear in any such proceeding. Any
                  determination by the Reviewing Party otherwise shall be
                  conclusive and binding on the Company and Indemnitee.

3.       Change in Control. The Company agrees that, if there is a Change in
         Control of the Company (other than a Change in Control which has been
         approved by a majority of the Company's Board of Directors who were
         directors immediately prior to such Change in Control), then with
         respect to all matters thereafter arising concerning the rights of
         Indemnitee to indemnity payments and Expense Advances under this
         Agreement or any other agreement or Charter or By-law provision now or
         hereafter in effect relating to Claims for Indemnifiable Events, the
         Company shall seek legal advice only from Independent Legal Counsel
         selected by Indemnitee and approved by the Company (which approval
         shall not be unreasonably withheld). Such counsel, among other things,
         shall render its written opinion to the Company and Indemnitee as to
         whether and to what extent the Indemnitee would be permitted to be
         indemnified under applicable law. The Company agrees to pay the
         reasonable fees of the Independent Legal Counsel referred to above and
         to fully indemnify such counsel against any and all expenses (including
         attorneys' fees), claims, liabilities and damages arising out of or
         relating to this Agreement or its engagement pursuant hereto.

4.       Indemnification for Additional Expenses. The Company shall indemnify
         Indemnitee against any and all expenses (including attorneys' fees)
         and, if requested by Indemnitee, shall (within two business days of
         such request) advance




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         such expenses to Indemnitee, which are incurred by Indemnitee in
         connection with any action brought by Indemnitee for (i)
         indemnification or advance payment of Expenses by the Company under
         this Agreement or any other agreement or Charter or By-Law provision
         now or hereafter in effect relating to Claims for Indemnifiable Events
         and/or (ii) recovery under any directors' liability insurance policies
         maintained by the Company, regardless of whether Indemnitee ultimately
         is determined to be entitled to such indemnification, advance expense
         payment or insurance recovery, as the case may be.

5.       Partial Indemnity, Etc. If Indemnitee is entitled under any provision
         of this Agreement to indemnification by the Company for some or a
         portion of the Expenses, judgments, fines, penalties and amounts paid
         in settlement of a Claim but not, however, for all of the total amount
         thereof, the Company shall nevertheless indemnify Indemnitee for the
         portion thereof to which Indemnitee is entitled. Moreover,
         notwithstanding any other provision of this Agreement, to the extent
         that Indemnitee has been successful on the merits or otherwise in
         defense of any or all Claims relating in whole or in part to an
         Indemnifiable Event or in defense of any issue or matter therein,
         including dismissal without prejudice, Indemnitee shall be indemnified
         against all Expenses incurred in connection therewith.

6.       Burden of Proof. In connection with any determination by the Reviewing
         Party or otherwise as to whether Indemnitee is entitled to be
         indemnified hereunder the burden of proof shall be on the Company to
         establish that Indemnitee is not so entitled.

7.       No Presumptions. For purposes of this Agreement, the termination of any
         claim, action, suit or proceeding, by judgment, order, settlement
         (whether with or without court approval) or conviction, or upon a plea
         of nolo contendere, or its equivalent, shall not create a presumption
         that Indemnitee did not meet any particular standard of conduct or have
         any particular belief or that a court has determined that
         indemnification is not permitted by applicable law. In addition,
         neither the failure of the Reviewing Party to have made a determination
         as to whether Indemnitee has met any particular standard of conduct or
         had any particular belief, nor an actual determination by the Reviewing
         Party that Indemnitee has not met such standard of conduct or did not
         have such belief, prior to the commencement of legal proceedings by
         Indemnitee to secure a judicial determination that Indemnitee should be
         indemnified under applicable law shall be a defense to Indemnitee's
         claim or create a presumption that Indemnitee has not met any
         particular standard of conduct or did not have any particular belief.

8.       Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in
         addition to any other rights Indemnitee may have under the Charter,
         By-Laws or the Delaware General Corporation Law or otherwise. To the
         extent that a change in the Delaware General Corporation Law (whether
         by statute or judicial decision) permits greater indemnification by
         agreement than would be afforded currently under the Charter, By-Laws
         and this Agreement, it is the intent of the parties



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         hereto that Indemnitee shall enjoy by this Agreement the greater
         benefits so afforded by such change.

9.       Liability Insurance. To the extent the Company maintains an insurance
         policy or policies providing directors' liability insurance, Indemnitee
         shall be covered by such policy or policies, in accordance with its or
         their terms, to the maximum extent of the coverage available for any
         Company director.

10.      Period of Limitations. No legal action shall be brought and no cause of
         action shall be asserted by or in the right of the Company against
         Indemnitee, Indemnitee's spouse, heirs, executors or personal or legal
         representatives after the expiration of two years from the date of
         accrual of such cause of action, and any claim or cause of action of
         the Company shall be extinguished and deemed released unless asserted
         by the timely filing of a legal action within such two-year period;
         provided, however, that if any shorter period of limitations is
         otherwise applicable to any such cause of action such shorter period
         shall govern.

11.      Amendments, Etc. No supplement, modification or amendment of this
         Agreement shall be binding unless executed in writing by both of the
         parties hereto. No waiver of any of the provisions of this Agreement
         shall be deemed or shall constitute a waiver of any other provisions
         hereof (whether or not similar) nor shall such waiver constitute a
         continuing waiver.

12.      Subrogation. In the event of payment under this Agreement, the Company
         shall be subrogated to the extent of such payment to all of the rights
         of recovery of Indemnitee, who shall execute all papers required and
         shall do everything that may be necessary to secure such rights,
         including the execution of such documents necessary to enable the
         Company effectively to bring suit to enforce such rights.

13.      No Duplication of Payments. The Company shall not be liable under this
         Agreement to make any payment in connection with any Claim made against
         Indemnitee to the extent Indemnitee has otherwise actually received
         payment (under any insurance policy, Charter or By-law provision or
         otherwise) of the amounts otherwise indemnifiable hereunder.

14.      Binding Effect, Etc. This Agreement shall be binding upon and inure to
         the benefit of and be enforceable by the parties hereto and their
         respective successors, assigns, including any direct or indirect
         successor by purchase, merger, consolidation or otherwise to all or
         substantially all of the business and/or assets of the Company,
         spouses, heirs, executors and personal and legal representatives. This
         Agreement shall continue in effect regardless of whether Indemnitee
         continues to serve as a director of the Company or of any other
         enterprise at the Company's request.

15.      Severability. The provisions of this Agreement shall be severable in
         the event that any of the provisions hereof (including any provision
         within a single section,




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         paragraph or sentence) is held by a court of competent jurisdiction to
         be invalid, void or otherwise unenforceable in any respect, and the
         validity and enforceability of any such provision in every other
         respect and of the remaining provisions hereof shall not be in any way
         impaired and shall remain enforceable to the fullest extent permitted
         by law.

16.      Governing Law. This Agreement shall be governed by and construed and
         enforced in accordance with the laws of the State of Delaware
         applicable to contracts made and to be performed in such state without
         giving effect to the principles of conflicts of laws.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the ___ day of ___________, 2003.

                                    HAYES LEMMERZ INTERNATIONAL, INC.

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




                                     ----------------------------------
                                           (signature of Director)




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