<PAGE>
                      IN THE UNITED STATES BANKRUPTCY COURT

                          FOR THE DISTRICT OF DELAWARE


- - - - - - - - - - - - - - - x
                              :
In re:                        :     Chapter 11
                              :
HAYES LEMMERZ INTERNATIONAL,  :     Case No. 01-11490 (MFW)
INC., et al.,                 :
      -- --                   :
                              :     Jointly Administered
               Debtors.       :
                              :
- - - - - - - - - - - - - - - x

                 ORDER UNDER 11 U.S.C. SECTIONS 105(a), 363(b)(1)
                AND 365(a) AUTHORIZING DEBTORS TO (I) IMPLEMENT A
                CRITICAL EMPLOYEE RETENTION PLAN, AND (II) ASSUME
                 CERTAIN SENIOR MANAGEMENT EMPLOYMENT AGREEMENTS
               AND CERTAIN SENIOR MANAGEMENT SEVERANCE AGREEMENTS



                  This matter having come before the Court on the motion, dated
February 15, 2002 (the "Motion")(1), of Hayes Lemmerz International, Inc. and
certain of its subsidiaries and affiliates, debtors and debtors-in-possession
(collectively, the "Debtors"), for an order under 11 U.S.C. SECTIONS 105(a),
363(b)(1) and 365(a) authorizing the Debtors to (I) implement a Critical
Employee Retention Plan, and (II) assume certain senior management employment
agreements and certain senior management severance


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

(1) Capitalized terms not defined herein shall take the meaning ascribed to them
    in the Motion.


<PAGE>


agreements; and the Court having determined that the relief requested in the
Motion is in the best interests of the Debtors, their estates, their creditors
and other parties-in-interest; and it appearing that notice of the Motion was
good and sufficient under the particular circumstances and that no other or
further notice need be given; and upon the record herein; and after due
deliberation thereon; and good and sufficient cause appearing therefor, it is
hereby

         FOUND THAT:

         A. The Debtors have exercised sound business judgment and have
satisfied the requirements of 11 U.S.C. ss. 363(b)(1) in determining to
implement the Critical Employee Retention Plan, a copy of which is attached
hereto as Exhibit A; and

         B. The Debtors have exercised sound business judgment and have
satisfied the requirements of 11 U.S.C. ss. 365 in deciding to assume the
Officers' Employment Agreements, the Other Employment Agreements, and the
Severance Agreements;

         C. The Debtors and each of the Tier One Participants have acknowledged
that they will seek no

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<PAGE>

further emergence or performance bonuses, other than those set forth in the
Critical Employee Retention Plan, during these cases; provided, however, that
nothing herein shall prevent the Debtors from including in any plan of
reorganization they may propose post-Effective Date incentive program(s) for key
employees of the reorganized Debtors; and it is therefore,

         ORDERED, ADJUDGED AND DECREED THAT:

         1. The Motion be, and it hereby is, GRANTED.

         2. The Critical Employee Retention Plan is approved in all respects and
the Debtors are authorized, pursuant to 11 U.S.C. SECTIONS 105(a) and 363(b)(1),
to take all necessary actions to implement the Critical Employee Retention Plan.

         3. The Critical Employees are entitled to payments under the Critical
Employee Retention Plan.

         4. Subject to the provisions regarding vacancies set forth in the
Critical Employee Retention Plan, any amounts that would have otherwise been
payable to a Critical Employee under the Critical Employee Retention Plan, but
are not paid due to such Critical Employee's termination for Cause or voluntary
resignation without

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<PAGE>

Good Reason will be returned to the Debtors' estates and available for
distribution to the Debtors' secured and unsecured creditors.

         5. Any unpaid Retention Bonuses or Restructuring Performance Bonuses
shall be accorded administrative expense status and priority under sections
503(b)(1)(A) and 507(a)(1) of the Bankruptcy Code.

         6. The Debtors are authorized under 11 U.S.C. SECTION 365 to assume
each of the Officers' Employment Agreements, the Other Employment Agreements,
and the Severance Agreements; provided that each of the Employment Agreements
and Severance Agreements shall be deemed to be amended as follows:

                   a. The definition of "Change in Control" shall be amended to
         delete references to the "JLL Group" (as defined in the Employment
         Agreements and Severance Agreements) or any member thereof;

                   b. Section 6(e) of Mr. Clawson's Employment Agreement,
         which allows Mr. Clawson to terminate his employment solely upon the
         occurrence of a Change in Control (as amended in subparagraph a


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         infra), shall be annulled during the pendency of these chapter 11
         cases;

                   c. A Change in Control shall not be deemed to have
         occurred on account of the cancellation of any class of the Debtors'
         existing securities, distribution of new securities by any reorganized
         Debtor to creditors holding allowed claims against the Debtors, the
         sale of all or substantially all of the Debtors' assets, or any of the
         events set forth in the definition of "Change in Control" in each
         Employment Agreement or Severance Agreement that otherwise may arise in
         connection with the foregoing; provided, that any of the foregoing
         transactions are approved in a plan of reorganization confirmed by the
         Court or a Court order approving the sale of all or substantially all
         of the Debtors' assets; provided, further, that in the event an
         Employee party to either an Employment Agreement or a Severance
         Agreement is terminated, other than for Cause, retirement, death or
         disability, on or following an event that otherwise would have been a
         Change in Control (as amended in

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<PAGE>
         subparagraph a infra) but for the provisions hereof, then such
         terminated Employee shall be entitled to receive the greater of (i) the
         benefits provided under the Critical Employee Retention Plan plus the
         severance benefits provided in such terminated Employees' Employment
         Agreement or Severance Agreement applicable other than in the event of
         a Change in Control, or (ii) the Change in Control severance benefits
         provided in such terminated Employee's Employment Agreement or
         Severance Agreement;

                  d. The definition of "Good Reason" shall include relocation
         of the Employee's principal place of employment outside the Michigan
         counties of Wayne, Oakland, Macomb and Washtenaw;

                  e. Any provisions regarding stock options or anti-dilution
         rights that may be granted or arise in the event the Debtors issue
         additional shares of common stock shall not apply to the issuance of
         new common stock by any reorganized Debtor pursuant to a confirmed plan
         of reorganization;

                  f. The definition of "Good Reason" in Mr. Clawson's
         Employment Agreement shall not in


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         any event be deemed to include the election of a new Chairman of the
         Board of Directors other than Mr. Clawson, but shall continue to
         include the other provisions set forth in the definition of Good Reason
         set forth in Mr. Clawson's Employment Agreement (as amended in
         subparagraph d infra);

                  g. In the event an Employee obtains from a successor
         employer any health or welfare benefits that otherwise would be
         provided in whole or in part pursuant to the Employment Agreements or
         Severance Agreements, such additional benefits shall be credited
         against the health or welfare benefits to be provided pursuant to the
         Employment Agreements or Severance Agreements on a dollar for dollar
         basis; and

                  h. Any obligation to reimburse any costs or expenses,
         including attorneys' fees and relocation expenses, shall be limited to
         reasonable costs and expenses only.

         7. The modifications to the Employment Agreements and Severance
Agreements set forth in this Order shall not otherwise alter or affect the
rights an

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ployee subject to any such agreement otherwise possesses as an Employee of the
Debtors.

         8. Neither the assumption of the Employment Agreements or Severance
Agreements by the Debtors, nor anything contained herein shall be deemed to
confer administrative claim status to any prepetition claim the parties to such
agreements may have against the Debtors, whether arising from or related to the
Employment Agreements or Severance Agreements or otherwise.

         9. The Court shall retain jurisdiction over the Debtors and the
Employees parties to the Employment Agreements and Severance Agreements,
including, without


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Emlimitation, for the purposes of interpreting, implementing and enforcing terms
and conditions of the Employment Agreements and Severance Agreements.

Dated: Wilmington, Delaware
       May 30, 2002




                                      /S/ MARY F. WALRATH
                                     -------------------------------
                                     The Honorable Mary F. Walrath
                                     United States Bankruptcy Judge






<PAGE>
                 HAYES LEMMERZ CRITICAL EMPLOYEE RETENTION PLAN

-        INTRODUCTION. Hayes Lemmerz International, Inc., along with 30 of its
         direct and indirect domestic subsidiaries and one foreign subsidiary
         (Industrias Fronterizas HLI, S.A. de C.V.) (collectively, "Hayes"),
         currently is pursuing a restructuring of its financial obligations
         through chapter 11 proceedings and the expected confirmation of a plan
         of reorganization or sale of all or substantially all of Hayes' assets
         and operations (the "Restructuring"). In connection with the
         Restructuring, Hayes has developed a critical employee retention
         program (the "Retention Program"), which will compensate certain
         critical employees in order to assure their retention and availability
         to Hayes during the Restructuring. Hayes anticipates that the Retention
         Plan will have two components: (1) retention bonuses that would reward
         critical employees who remain with Hayes (and certain affiliates of
         Hayes that are not directly involved in the Restructuring) during and
         through the completion of the Restructuring ("Retention Bonuses"); and
         (2) incentive bonuses that would reward the most senior critical
         employees if Hayes' enterprise value upon completion of the
         Restructuring exceeds an established baseline ("Restructuring
         Performance Bonuses").

-        CRITICAL EMPLOYEES. Hayes expects that approximately 86 critical
         employees would participate in the Retention Program. Such employees
         are divided into two tiers. The first tier ("Tier One") consists of
         Hayes' Chief Executive Officer (the "CEO"), 10 officers that report
         directly to the CEO, and 2 director level positions in Europe
         (collectively, the "Tier One Participants"). The second tier consists
         of approximately 21 Plant Managers, 42 Directors and 10 other critical
         employees (the "Tier Two Participants," and collectively with the Tier
         One Participants, the "Participants"). The Participants are considered
         by Hayes to be absolutely essential to its Restructuring efforts.
         Specifically, these employees possess unique or critical knowledge of
         Hayes' businesses and the automotive supply industry. Such
         institutional knowledge, which could not readily be replaced on the
         open market, is necessary not only to secure Hayes' ongoing business
         enterprise, but also to assure the successful completion of the
         Restructuring.


-        RETENTION BONUSES. Retention Bonuses are designed to encourage
         Participants to remain with Hayes by providing cash bonuses to
         Participants who remain in Hayes' employ during and throughout the
         Restructuring. The Retention Bonuses for Participants would be equal to
         (a) between forty-two percent (42%) to eighty percent (80%) of a
         Participants' base salary with respect to Tier Two Participants, and
         (b) between eighty percent (80%) to two hundred percent (200%) of base
         salary for Tier One Participants. A Retention Bonus shall be in
         addition to any other compensation that a Participant may otherwise be






<PAGE>

         entitled to receive; provided, however, that a Retention Bonus shall be
         reduced by the amount of any retention bonuses covering the same period
         that a Participant may have received pursuant to an employment
         agreement. Accordingly, a Tier One Participant, other than the CEO,
         would be entitled to receive a Retention Bonus equal to 120% of his
         annual salary, less the amount of any retention bonus for the same
         period such Participant received pursuant to an employment agreement.
         Retention Bonuses would be paid upon consummation of the Restructuring
         (the "Effective Date"), provided, however, that 35% of a Participants'
         Retention Bonus will be payable on October 1, 2002, if the Effective
         Date has not occurred as of such date. The maximum possible aggregate
         amount of Retention Bonuses is approximately $8.5 million (exclusive of
         reductions for retention bonuses pursuant to employment agreements).

-        RESTRUCTURING PERFORMANCE BONUSES. Restructuring Performance Bonuses
         are designed to encourage Tier One Participants to generate increased
         Total Enterprise Value ("TEV") during the Restructuring by paying
         bonuses of cash or equity upon the completion of the Restructuring.
         Restructuring Performance Bonuses are intended to replace the stock
         options that Tier One Participants otherwise would have received under
         Hayes long term incentive plan but for the occurrence of events leading
         to the need for the Restructuring. The aggregate amount of
         Restructuring Performance Bonuses payable to the Tier One Participants
         would be equal to between 0.23% to 2.34%, determined pursuant to the
         chart set forth as Exhibit A attached hereto, of Hayes' TEV determined
         by Hayes' financial advisors as of the Effective Date (or acquisition
         value in the event of a change in control)1 or such valuation as may be
         determined by the Court if different than the value proffered by Hayes'
         financial advisors; provided that Hayes' TEV as of the Effective Date
         equals or exceeds a baseline of $900 million. The aggregate amount of
         Restructuring Performance Bonuses shall be capped at $37.5 million.
         Restructuring Performance Bonuses would be paid to Tier One
         Participants as soon as reasonably practicable after the Effective Date
         pursuant to the allocation attached hereto as Exhibit B, which shall be
         confidential and, if necessary, filed under seal with the Court;
         provided, however, that the amount of any Restructuring Performance
         Bonus for a Tier One Participant shall be reduced by (1) the amount of
         any Retention Bonus received by or owed to such Participant, and/or (2)
         any retention bonus covering the same period that such Participant
         received pursuant to an employment agreement.


------------
         (1) Such valuation shall be (a) adjusted to reflect the sale of any of
Hayes' assets or operations during the Restructuring, (b) exclusive of
Restructuring costs, and (c) consistent with the estimated value ascribed to
Hayes' enterprise in a plan of reorganization.


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<PAGE>

-        EQUITY CONVERSION OPTION. Up to 70% of the amount by which a
         Restructuring Performance Bonus exceeds a Participant's Retention Bonus
         may be paid in restricted shares or units ("Restricted Shares") of any
         common stock of Hayes that is issued pursuant to a confirmed plan of
         reorganization in connection with the Restructuring (the "Equity
         Conversion Option"), if, within twenty (20) business days after the
         Effective Date, Hayes Board of Directors, at its sole discretion,
         elects to exercise the Equity Conversion Option. The exact maximum
         percentage that may be payable in Restricted Shares is determined as
         set forth on Exhibit C attached hereto. In the event of such an
         election, the amount of Restructuring Performance Bonus to which a
         Participant is entitled to receive in cash shall be reduced by the
         estimated value of any Restricted Shares distributed to such
         participant as determined by Hayes' financial advisors (with such
         valuation to be consistent with the estimated value ascribed to any
         similar equity issuances that may be distributed to Hayes' creditors or
         interest holders on the Effective Date). The aggregate amount of any
         Restricted Shares granted to a Participant shall vest as follows:
         one-third on the later of ninety (90) days after the Effective Date or
         the first date upon which the average trading price(2) for any
         consecutive ten (10) trading-day period of any common stock of Hayes
         issued pursuant to a plan of reorganization is 80% or greater of the
         value ascribed to such securities in the plan of reorganization (the
         "Minimum Valuation Date"), one third on the later of the Minimum
         Valuation Date or the first anniversary of the Effective Date, and
         one-third on the later of the Minimum Valuation Date or the second
         anniversary of the Effective Date; provided that any such Restricted
         Shares shall vest on the third anniversary of the Effective Date to the
         extent they have not previously vested; provided further that the
         Participant continues to be employed by Hayes as of such dates;
         provided further that the Restricted Shares of Participants who are
         terminated after the Effective Date without Cause or who resign with
         Good Reason, or who cease to be employed by reason of death, disability
         or retirement pursuant to Hayes' existing policies and procedures,
         shall immediately vest. The Equity Conversion Option shall not apply to
         Tier One Participants terminated prior to the Effective Date.

-        TERMINATION. Any Participant who is terminated for Cause or voluntarily
         leaves Hayes' employment without Good Reason prior to the Effective
         Date automatically will forfeit such Participant's right to any payment
         under the Retention Plan. In the event a Participant is terminated
         prior to the Effective Date without Cause or resigns for Good Reason,
         Hayes shall pay such Participant (1) at termination, a pro-rated amount
         of such Participant's Retention Bonus (as calculated above), less 50%
         of the amount such Participant


------------
         (2) The trading price for a particular trading-day shall be determined
by using the average of the high and low trading price for such trading-day.



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         receives under the Hayes Lemmerz Severance Pay Plan or any other
         severance arrangements, provided that a Participant shall be entitled
         to receive at least 50% of his/her pro-rated Retention Bonus, and (2)
         if such Participant is a Tier One Participant, as soon as reasonably
         practicable after the Effective Date, a pro-rated share of such
         Participant's Restructuring Performance Bonus, if any. Upon the
         confirmation of a Participant's death, total disability or retirement
         pursuant to Hayes' existing policies and procedures prior to the
         Effective Date, Hayes will pay such Participant or such Participant's
         estate, as the case may be, (1) a pro-rated amount of such
         Participant's Retention Bonus, and (2) if such Participant is a Tier
         One Employee, as soon as reasonably practicable after the Effective
         Date, a pro-rated share of such Participant's Restructuring Performance
         Bonus, if any. A pro-rated Retention Bonus or Restructuring Performance
         Bonus, if any, shall be in proportion to the ratio determined by
         dividing (1) the number of days from and after December 5, 2001 (the
         "Petition Date") up to and including either (a) the Participant's last
         day as an employee of Hayes or (b) the date of a Participants's death,
         total disability or retirement, as the case may be, by (2) (a) with
         respect to a Retention Bonus, the lesser of 540 days or the actual
         number of days between the Petition Date and the Effective Date, if the
         Effective Date is known or reasonably anticipated as of the
         Participant's last day as an employee of Hayes, or (b) with respect to
         a Restructuring Performance Bonus, the actual number of days between
         the Petition Date and the Effective Date.

         For purposes of the Retention Plan, "Cause" means the Participant's (1)
         continuing failure substantially to perform his/her duties, after
         notice and an opportunity to cure; (2) failure to observe all material
         Hayes' policies applicable to Hayes' employees generally, after notice
         and an opportunity to cure; (3) negligence (after notice and an
         opportunity to cure), or reckless or willful misconduct, in the
         performance of his/her duties to Hayes; (4) commission of any act of
         fraud, embezzlement, misappropriation, or dishonesty against Hayes, its
         creditors, or shareholders; (5) indictment with respect to any felony
         or offense involving dishonesty or moral turpitude; or (6) material
         breach of the terms of any written agreement between the Participant
         and Hayes. "Good Reason" means (1) a material reduction in salary,
         unless such reduction occurs with respect to all or substantially all
         of Hayes' similarly situated employees; (2) a material reduction in
         duties or responsibilities, or a demotion in rank; and (3) relocation
         of the Participant's principal place of employment outside the Michigan
         counties of Wayne, Oakland, Macomb and Washtenaw, except for employees
         in Hayes' field organization who are requested to relocate in the
         ordinary course of business; provided, however, that Good Reason shall
         not include the appointment of a chapter 11 trustee or examiner in
         Hayes' chapter 11 cases, the dismissal of such cases, or the conversion
         of such cases to cases under chapter 7 of the Bankruptcy Code.




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-        VACANCIES IN CRITICAL POSITIONS. If the position held by a Participant
         becomes vacant prior to the successful completion of the Restructuring
         and Hayes promotes a current employee or hires a new employee into that
         position, Hayes will offer the promoted employee a pro-rated amount of
         the bonuses available hereunder for the Participant previously holding
         that position.

-        ASSURANCES OF PAYMENT. Hayes will take such action as may be reasonably
         required to assure payment of the bonuses under the Retention Plan.
         Hayes shall seek Court authority to implement the Retention Plan as
         soon as practicable and will seek to have all unpaid bonuses thereunder
         treated as administrative claims in the Restructuring.



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                                                                       EXHIBIT A



              Aggregate Amount of Restructuring Performance Bonuses


     ($ in millions)

<TABLE>
<CAPTION>
                 Total Enterprise Value        Percentage of Distribution
                 ----------------------        --------------------------
<S>                                            <C>
                      $900 - $949                         0.23%

                      $950 - $999                         0.34%

                     $1000 - $1049                        0.45%

                     $1050 - $1099                        0.62%

                     $1100 - $1149                        0.79%

                     $1150 - $1199                        0.96%

                     $1200 - $1249                        1.13%

                     $1250 - $1299                        1.35%

                     $1300 - $1349                        1.58%

                     $1350 - $1399                        1.80%

                     $1400 - $1449                        2.03%

                     $1450 - $1499                        2.20%

                     $1500 - $1549                        2.25%

                     $1550 - $1599                        2.30%

                     $1600 - $1649                        2.34%

</TABLE>


<PAGE>
                                                                       EXHIBIT B



                   Restructuring Performance Bonus Allocation







                                  CONFIDENTIAL


<PAGE>


                                                                       EXHIBIT C



                      Maximum Equity Conversion Percentage



<TABLE>
<CAPTION>
                            Length of Time from                       Maximum Percentage
                      Petition Date to Effective Date            Payable in Restricted Shares
                      -------------------------------            ----------------------------
<S>                                                         <C>
                                < 24 months                                  50%
                                -

                           > 24 and < 30 months                              60%
                                    -

                                > 30 months                                  70%
</TABLE>