EMPLOYMENT AGREEMENT

         This Agreement is made by and between Metaldyne Corporation, a Delaware
corporation ("Company") and Thomas A. Amato (hereinafter "Executive") September
1, 2001 ("Effective Date"). In order to induce Executive to serve as its Vice
President, Corporate Development, 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 Vice President, Corporate
                  Development. In this capacity, Executive shall report to the
                  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 Metaldyne Corporation (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,
2003 ("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 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 One Hundred Eighty Thousand Dollars ($180,000)
                  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 President and 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
                  President and CEO, with such additional perquisites as are
                  generally available to similarly-situated executives.

         (d)      Stock Options. Executive shall be eligible to participate in
                  the Metaldyne Corporation 2001 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

                                       2


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 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:

                                       3


                           (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.

                                       4


                                    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 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 CEO; or

                                       5


                  (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.

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

                                       6


                  (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-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 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.

                  (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:

                                       7


                           (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 Company and its subsidiaries or
                                    (II) of seventy-five percent (75%) or more
                                    of Capital Stock of Company held by the
                                    Heartland Entities as of November 28, 2000
                                    (appropriately adjusted for stock splits,
                                    combinations, subdivisions, stock dividends
                                    and similar events) to any Person or group
                                    of persons other than an affiliate of the
                                    Heartland Entities, whether directly or
                                    indirectly or by way of any merger,
                                    consolidation or other business combination
                                    or purchase of beneficial ownership or
                                    otherwise. The term "group of persons" shall
                                    have the meaning of the term "person" 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. The term "beneficial
                                    ownership" shall have the meaning defined
                                    under Rule 13d-3 under the 1934 Act or any
                                    similar successor rules, regulations and
                                    interpretations promulgated thereunder.

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

                           Except as otherwise indicated herein, the definition
                           of all capitalized terms in this Section 6(d)(4) is
                           set forth in the Shareholders Agreement by and among
                           MascoTech, Inc., Masco Corporation, Richard
                           Manoogian, The Richard and Jane Manoogian Foundation,
                           and the Heartland Entities, et al., dated November
                           28, 2000 (the "Shareholders Agreement").

         (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

                                       8


                  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. 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

                                       9


                  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.

                  (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

                                       10


                  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 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).

                                       11




         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

                                       12


                  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:               Metaldyne Corporation
                                            47603 Halyard Drive
                                            Plymouth, MI  48170
                                            ATTN: Chairman of the Board

                  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:
                                            ------------------------

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

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


                                       13


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 (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 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

                                       14


                  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

                                       15


                  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.

         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 Metaldyne Dispute
Resolution Policy in effect at the time such dispute arises. The Metaldyne
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

                                       16


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; provided, however, that this Agreement does not supercede the
MascoTech, Inc. Retention Plan or any change in control agreements between
Executive and Simpson Industries, Inc., Global Metal Technologies, Inc.
("GMTI"), or MascoTech, Inc. that predates the Heartland Industrial Partners'
acquisition of Simpson Industries, Inc., GMTI, or MascoTech, Inc. in the year
2000 or 2001 and which agreements by their terms survive such acquisition for a
specified period.

         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.


                                       17





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

                                                        COMPANY

                                                 METALDYNE CORPORATION

        December 12, 2001           By:          /s/ Timothy D. Leuliette
 ------------------------------        -----------------------------------------
              Date
                                    Its:          Chief Executive Officer
                                       -----------------------------------------

                                                       EXECUTIVE

        December 20, 2001                         /s/ Thomas A. Amato
 ------------------------------        -----------------------------------------
              Date                       Vice President Corporate Development
                                       -----------------------------------------


                                       18



                        AMENDMENT TO EMPLOYMENT AGREEMENT

         This Amendment modifies the Employment Agreement between METALDYNE
CORPORATION ("Company") and THOMAS A. AMATO ("Executive") entered into with an
Effective Date of September 1, 2001. The Employment Agreement remains in effect
in accordance with its terms, except as modified by this Amendment. In
accordance with Section 12 of the Employment Agreement, the parties have agreed
to amend the Employment Agreement as follows:

                                    ARTICLE I

         Section 2 of the Employment Agreement is revised by deleting Section 2
in its entirety and replacing it with the following:

         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; provided that subsequent to the Initial Period, the Term of
Employment shall automatically renew each January 1 for one year ("Renewal
Period"), unless either party terminates Executive's employment, or Company
delivers to Executive or Executive delivers to Company written notice at least
thirty (30) days but no more than ninety (90) 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.

                                   ARTICLE II

          Executive's Base Salary on the date of this Amendment is Two Hundred
Fifteen Thousand Dollars ($215,000) per year.

                                   ARTICLE III

         Section 3(b) of the Employment Agreement is amended by adding the
phrase "During the Term of Employment" before the phrase "Executive shall be
eligible...."

                                   ARTICLE IV

         Sections 4(b), (c) and (d) of the Employment Agreement are amended by
adding the phrase "During the Term of Employment," following the caption at the
beginning of the first sentence.




                                    ARTICLE V

         The first paragraph of Section 6 of the Employment Agreement is amended
by deleting the first paragraph of Section 6 in its entirety and replacing it
with the following:

         SECTION 6 - TERMINATION OF EMPLOYMENT. Executive's employment during or
after the Term of Employment shall be terminable at will by either party at any
time for any reason.

                                   ARTICLE VI

         Section 6(a) of the Employment Agreement is amended by deleting Section
6(a) in its entirety and replacing it with the following:

         (a)      Termination Without Cause or for Good Reason. If Executive's
                  employment is terminated during or after 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) during or after the Term of Employment, then
                  Company shall pay Executive the Severance Package. 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).

                                   ARTICLE VII

         Section 6(a)(1)(C)(i) of the Employment Agreement is amended by
deleting Section 6(a)(1)(C)(i) in its entirety and replacing it with the
following:

                  (i)      the end of the eighteen (18) month period following
                           Executive's termination of employment, or

                                  ARTICLE VIII

         Section 6(b) of the Employment Agreement is amended by deleting Section
6(b) in its entirety and replacing it with the following:

         (b)      Voluntary Termination by Executive. If Executive terminates
                  his employment with Company without Good Reason, during or
                  after the Term of Employment, 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

                                       2


                  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.

                                   ARTICLE IX

         The first paragraph of Section 6(d) is deleted and replaced with the
following provision:

         Termination Following a Change of Control. If a Change of Control of
Company (as defined below) occurs after the Term of Employment, this Section
6(d) shall not apply. If a Change of Control occurs during the Term of
Employment, and Executive's employment with Company terminates by reason of a
Qualifying Termination (as defined below) within three (3) years after such
Change of Control, 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:

                                    ARTICLE X

         Section 6(d)(2)(A) of the Employment Agreement is amended by deleting
Section 6(d)(2)(A) in its entirety and replacing it with the following:

                  (A) the end of the eighteen (18) month period following
                      Executive's termination of employment, or

                                   ARTICLE XI

         Section 6(e) of the Employment Agreement is amended by deleting the
phrase "under this Agreement" in the first full sentence and replacing it with
the phrase "during the Term of Employment."

                                   ARTICLE XII

         Section 6(i) of the Employment Agreement is amended by deleting the
phrase "the Term of Employment" in the first sentence and replacing it with the
phrase "Executive's employment."

                                  ARTICLE XIII

         Section 13(b) of the Employment Agreement is amended by deleting
Section 13(b) in its entirety and replacing it with the following:

         (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, while employed by
                  Company and for the six (6) month period following the
                  termination of Executive's employment with Company for any
                  reason other than a termination of employment by Executive for
                  any reason after the Term of Employment if the Term of
                  Employment expires following a written notice of nonrenewal
                  from Company ("Non-Compete Term"), Executive shall not engage,
                  either directly or indirectly, as a



                                       3


                  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 Executive may, following written notice to and written
                  approval by the Company, be employed without violating Section
                  13(b) by an entity that engages in the Business if, after
                  reviewing the details of Executive's proposed employment or
                  other involvement with such entity, including, without
                  limitation, Executive's proposed title, duties, and reporting
                  responsibilities, the CEO, after consultation with the
                  Chairman of the Compensation Committee, makes a written
                  determination addressed to Executive that the proposed
                  employment does not otherwise present a risk of unfair
                  competition with the Company. This determination shall be made
                  or not made in the sole discretion of the CEO, after
                  consultation with the Chairman of the Compensation Committee,
                  and shall not be accorded any authority as precedent by any
                  party in the interpretation of this Section 13(b) or its
                  application under any other circumstances.

                  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 exchange or in an over-the-counter
                  securities market.

                                   ARTICLE XIV

         Section 13(g) of the Employment Agreement is amended by deleting
Section 13(g) in its entirety and replacing it with the following:

         (g)      This Section 13 will survive the termination of Executive's
                  Term of Employment and the termination of this Agreement.

Intending to be legally bound hereby, the parties have signed this Amendment to
be effective September 10, 2004.

                                                      Executive

    September 15, 2004                           /s/ Thomas A. Amato
--------------------------             ---------------------------------------
           Date


                                                METALDYNE CORPORATION

      October 5, 2004               By:         /s/ Timothy D. Leuliette
--------------------------             ---------------------------------------
           Date
                                    Its:       Chairman, President and CEO
                                        ------------------------------------


                                        4