**Exhibit10.3**

 

****Termination of ShareholderRights Agreement****

 

****This Termination Agreement (this “Agreement”)is entered into this 15th day of September 2007 by and among******AccurideCorporation, a Delaware corporation (“Accuride”), Hubcap Acquisition L.L.C., aDelaware limited liability company (“Hubcap”), and the following parties whichshall be collectively referred to as the “Trimaran Parties”:  Trimaran Capital, L.L.C., Trimaran Fund II,L.L.C., Trimaran Parallel Fund II, L.P., CIBC Employee Private Equity Fund(Trimaran) Partners, and CIBC Capital Corporation.  Each of the parties listed above may bereferred to as a “Party” and collectively as the “Parties.”**

 

**WHEREAS, Accuride and certain of itsStockholders, including Hubcap and the Trimaran Parties, entered into thatcertain Shareholder Rights Agreement (the “Rights Agreement”), dated******January31, 2005;****

 

****WHEREAS, Hubcap has liquidated itsownership of Accuride common stock and is no longer a shareholder of Accuride;****

 

****WHEREAS, the majority ofStockholders under the Rights Agreement have liquidated their ownership ofAccuride common stock pursuant to transactions permitted under the RightsAgreement;****

 

****WHEREAS, the Rights Agreementprovides that it may be terminated only with the prior written consent ofAccuride, the KKR Parties owning a majority of the Common Stock and ConvertibleSecurities held by the KKR Parties, and the Trimaran Parties holding a majorityof the Common Stock and Convertible Securities held by the Trimaran Parties;and****

 

****WHEREAS, Accuride, Hubcap and theTrimaran Parties now wish to terminate the Rights Agreement:****

 

**Agreement**

NOW THEREFORE, for good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the partieshereto agree as follows:

 

1.             The Recitals set forthabove are incorporated herein and made a part of this Amendment.

 

2.             Capitalized termsnot otherwise defined in this Agreement shall have the meaning provided in theRights Agreement.

 

**3.             TheParties agree that the Rights Agreement is hereby terminated and of no furthereffect.**

 

**4.            **This Agreement may be executed in one ormore counterparts, each of which will be deemed an original, but all of whichconstitute but one and the same instrument.

 

 

**In Witness Whereof, the parties havecaused their authorized agents to execute this Agreement on this day, October31, 2002.**

 
| ** ** | **Accuride Corporation**      |
|------------|-------------------------------|
|       |                          |   |
| ** ** | **By:**                       | **      /s/ Terrence  J. Keating     ** |
| ** ** | ** **                    | ** ** |
| ** ** | **Title:**                    |   |
|       |                          |   |
| ** ** | **Hubcap Acquisition L.L.C.** |
|       |                          |   |
| ** ** | **By:**                       | **     /s/ James H. Greene,  Jr.     ** |
|       |                          |   |
| ** ** | **Title:**                    | **     President** |

 

 

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| ** ** | **Trimaran Capital, L.L.C.**                              |
|------------|-----------------------------------------------------------|
|       |                                                      |   |
| ** ** | **By:**                                                   | **     /s/ Jay  Bloom     ** |
|       |                                                      |   |
| ** ** | **Title:**                                                | **     Managing  Member     ** |
|       |                                                      |   |
| ** ** | **Trimaran Fund II, L.L.C.**                              |
|       |                                                      |   |
| ** ** | **By:**                                                   | **     /s/ Jay  Bloom     ** |
|       |                                                      |   |
| ** ** | **Title:**                                                | **     Managing  Member     ** |
|       |                                                      |   |
| ** ** | **Trimaran Parallel Fund II, L.P.**                       |
|       |                                                      |   |
| ** ** | **By:**                                                   | **     /s/ Jay  Bloom     ** |
|       |                                                      |   |
| ** ** | **Title:**                                                | **     Managing  Member     ** |
|       |                                                      |   |
| ** ** | **CIBC Employee Private Equity Fund (Trimaran) Partners** |
|       |                                                      |   |
| ** ** | **By:**                                                   | **     /s/ Jay  Bloom     ** |
|       |                                                      |   |
| ** ** | **Title:**                                                | **     Member** |
|       |                                                      |   |
| ** ** | **CIBC Capital Corporation**                              |
|       |                                                      |   |
| ** ** | **By:**                                                   | **     /s/ Jay  Bloom     ** |
|       |                                                      |   |
| ** ** | **Title:**                                                | **     Member** |

 

 

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