Exhibit 10.2


                            INVESTOR RIGHTS AGREEMENT

     This INVESTOR RIGHTS AGREEMENT, dated as of December 31, 2003 (the
"Agreement"), is entered into by and among Metaldyne Corporation, a Delaware
corporation (the "Company"), and DaimlerChrysler Corporation, a Delaware
corporation (the "Initial Holder").

     The Company and the Initial Holder are parties to (i) the Amended and
Restated Operating Agreement, dated as of January 2, 2003 (the "Operating
Agreement"), and (ii) the Securities Purchase Agreement, dated as of the date
hereof (the "Purchase Agreement" and, together with the Operating Agreement, the
"Transaction Documents"), which provide for the sale by the Company to the
Initial Holders of 644,540 shares of the Company's Series A-1 Preferred Stock,
par value $1.00 per share, having the terms set forth in the Certificate of
Designation (as defined below) (the "Securities"). As an inducement to the
Initial Holder to enter into the Transaction Documents, the Company has agreed
to provide to the Initial Holder and its direct and indirect transferees the
investor rights set forth in this Agreement. The execution and delivery of this
Agreement is a condition to the Metaldyne Call Option Closing (as defined in the
Operating Agreement) under the Transaction Documents.

     In consideration of the foregoing, the parties hereto agree as follows:

Section 1. Definitions.

     As used in this Agreement, the following terms shall have the following
meanings:

     "Affiliate" shall mean, with respect to any Person, any other Person that,
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, such Person, where "control"
means, with respect to any Person, the possession, directly or indirectly, of
the power to direct the management and policies of such Person, whether through
the ownership of voting securities, by contract or otherwise.

     "Business Day" shall mean any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed.

     "Certificate of Designation" shall mean the Certificate of Designation of
the Powers, Preferences and Relative, Participating, Optional and Other Special
Rights of the Series A-1 Preferred Stock and the Series A-2 Preferred Stock and
Qualifications, Limitations or Restrictions Thereof, filed with the Secretary of
State of the State of Delaware on December 31, 2003, as the same may be amended
or supplemented from time to time in accordance with the terms thereof.

     "Company" shall have the meaning set forth in the preamble and shall also
include the Company's successors.

     "Default Period" shall have the meaning set forth in Section 2(d) hereof.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

     "Exchange Date" shall have the meaning set forth in Section 2(a)(ii)
hereof.


<PAGE>

     "Exchange Indenture" shall have the meaning set forth in the Certificate of
Designation.

     "Exchange Notes" shall mean, individually and collectively, the Series A
Notes and the Series B Notes under the Exchange Indenture.

     "Exchange Offer" shall mean the exchange offer by the Company of Exchange
Securities for Registrable Securities pursuant to Section 2(a) hereof.

     "Exchange Offer Registration" shall mean a registration under the
Securities Act effected pursuant to Section 2(a) hereof.

     "Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form) and all amendments and supplements to such registration statement, in each
case including the Prospectus contained therein, all exhibits thereto and any
document incorporated by reference therein.

     "Exchange Securities" shall mean the Series A-2 Preferred Stock issued by
the Company under the Certificate of Designation containing terms identical to
the Securities (except for restrictions on transfer) and to be offered to
Holders of Securities in exchange for Securities pursuant to the Exchange Offer;
provided, however, that in the event the Securities have been exchanged for
Series A Exchange Notes in accordance with the Certificate of Designation,
"Exchange Securities" shall mean the Series B Exchange Notes issued by the
Company under the Exchange Indenture containing terms identical to the Series A
Exchange Notes (except for restrictions on transfer) and to be offered to
Holders of Series A Exchange Notes in exchange for Series A Exchange Notes
pursuant to the Exchange Offer.

     "GAAP" shall mean accounting principles generally accepted in the United
States as in effect from time to time.

     "Holders" shall mean the Initial Holders, for so long as it owns any
Registrable Securities, and each of its successors, assigns and direct and
indirect transferees who become an owner of Registrable Securities.

     "Indemnified Person" shall have the meaning set forth in Section 6(c)
hereof.

     "Indemnifying Person" shall have the meaning set forth in Section 6(c)
hereof.

     "Initial Holder" shall have the meaning set forth in the preamble.

     "Inspector" shall have the meaning set forth in Section 3(l) hereof.

     "Majority Holders" shall mean the Holders of a majority of the outstanding
Registrable Securities; provided that whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities owned directly or indirectly by the Company or
any of its Affiliates shall not be counted in determining whether such consent
or approval was given by the Holders of such required percentage or amount.



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<PAGE>

     "Person" shall mean an individual, partnership, limited liability company,
corporation, trust or unincorporated organization, or a government or agency or
political subdivision thereof.

     "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to such prospectus, and in each case including
any document incorporated by reference therein. This term, except where the
context otherwise requires, shall also include any prospectus (or any amendment
or supplement thereto) filed with the SEC pursuant to Section 5 hereof.

     "Purchase Agreement" shall have the meaning set forth in the preamble.

     "Registrable Securities" shall mean the Securities or, in the event the
Securities have been exchanged for Series A Exchange Notes in accordance with
the Certificate of Designation, the Series A Exchange Notes; provided that the
Securities or the Series A Exchange Notes, as the case may be, shall cease to be
Registrable Securities (i) when a Registration Statement with respect to such
Securities or Series A Exchange Notes, as the case may be, has been declared
effective under the Securities Act and such Securities or Series A Exchange
Notes, as the case may be, have been exchanged or disposed of pursuant to such
Registration Statement, (ii) when such Securities or Series A Exchange Notes, as
the case may be, have been sold pursuant to Rule 144 or are eligible for resale
pursuant to Rule 144(k) (or any similar provision then in force, but not Rule
144A) under the Securities Act or (iii) when such Securities or Series A
Exchange Notes, as the case may be, cease to be outstanding.

     "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. registration and filing fees, (ii) all fees and
expenses incurred in connection with compliance with state securities or blue
sky laws (including reasonable fees and disbursements of counsel for any
Underwriters or Holders in connection with blue sky qualification of any
Exchange Securities or Registrable Securities), (iii) all expenses of any
Persons in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus and any amendments or
supplements thereto, any underwriting agreements, securities sales agreements or
other similar agreements and any other documents relating to the performance of
and compliance with this Agreement, (iv) all rating agency fees, (v) all fees
and disbursements relating to the qualification of the Exchange Indenture under
applicable securities laws, (vi) the fees and disbursements of the Trustee (as
defined below) and its counsel, (vii) the fees and disbursements of counsel for
the Company and, in the case of a Shelf Registration Statement, the fees and
disbursements of one counsel for the Holders (which counsel shall be selected by
the Majority Holders and which counsel may also be counsel for the Initial
Holder) and (viii) the fees and disbursements of the independent public
accountants of the Company, including the expenses of any special audits or
"comfort" letters required by or incident to the performance of and compliance
with this Agreement, but excluding fees and expenses of counsel to the
Underwriters (other than fees and expenses set forth in clause (ii) above) or
the Holders and underwriting discounts and commissions and transfer taxes, if
any, relating to the sale or disposition of Registrable Securities by a Holder.



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<PAGE>

     "Registration Statement" shall mean any registration statement of the
Company that covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement and all amendments and supplements
to any such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and any
document incorporated by reference therein.

     "SEC" shall mean the Securities and Exchange Commission.

     "Securities" shall have the meaning set forth in the recitals.

     "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time.

     "Series A Exchange Notes" shall mean the Series A Notes under the Exchange
Indenture.

     "Series A-2 Preferred Stock" shall mean the Company's Series A-2 Preferred
Stock, par value $1.00 per share, having the terms set forth in the Certificate
of Designation.

     "Series B Exchange Notes" shall mean the Series B Notes under the Exchange
Indenture.

     "Shelf Registration" shall mean a registration effected pursuant to Section
2(b) hereof.

     "Shelf Registration Statement" shall mean a "shelf" registration statement
of the Company that covers all the Registrable Securities (but no other
securities unless approved by the Holders whose Registrable Securities to be
covered by such Shelf Registration Statement) on an appropriate form under Rule
415 under the Securities Act, or any similar rule that may be adopted by the
SEC, and all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and any document incorporated by
reference therein.

     "Staff" shall mean the staff of the SEC.

     "Transaction Documents" shall have the meaning set forth in the preamble.

     "Trigger Date" shall mean the date on which the Initial Holder makes a
written demand of the Company to commence the registration process, which
written demand includes a statement that the Initial Holder has sold at least
25% of the outstanding Registrable Securities to any Person or Persons other
than Affiliates of the Initial Holder.

     "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended from time to time.

     "Trustee" shall mean the trustee with respect to the Exchange Notes under
the Exchange Indenture.

     "Underwriter" shall have the meaning set forth in Section 3 hereof.

     "Underwritten Offering" shall mean an offering in which Registrable
Securities are sold to an Underwriter for reoffering to the public.



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<PAGE>

Section 2. Registration Under the Securities Act.

     (a) To the extent not prohibited by any applicable law or applicable
interpretations of the Staff, following the Trigger Date, the Company shall use
its reasonable best efforts to (i) cause to be filed an Exchange Offer
Registration Statement covering an offer to the Holders to exchange all the
Registrable Securities for Exchange Securities and (ii) have such Registration
Statement remain effective until the closing of the Exchange Offer. The Company
shall commence the Exchange Offer promptly after the Exchange Offer Registration
Statement is declared effective by the SEC and use its reasonable best efforts
to complete the Exchange Offer not later than 60 days after such effective date.

     The Company shall commence the Exchange Offer by mailing the related
Prospectus, appropriate letters of transmittal and other accompanying documents
to each Holder stating, in addition to such other disclosures as are required by
applicable law:

     (i)  that the Exchange Offer is being made pursuant to this Agreement and
          that all Registrable Securities validly tendered and not properly
          withdrawn will be accepted for exchange;

     (ii) the dates of acceptance for exchange (which shall be a period of at
          least 20 Business Days from the date such notice is mailed) (each, an
          "Exchange Date");

     (iii) that any Registrable Security not tendered will remain outstanding
          and continue to accrue dividends but will not retain any rights under
          this Agreement;

     (iv) that any Holder electing to have a Registrable Security exchanged
          pursuant to the Exchange Offer will be required to surrender such
          Registrable Security, together with the appropriate letters of
          transmittal, to the institution and at the address (located in the
          Borough of Manhattan, The City of New York) and in the manner
          specified in the notice, prior to the close of business on the last
          Exchange Date; and

     (v)  that any Holder will be entitled to withdraw its election, not later
          than the close of business on the last Exchange Date, by sending to
          the institution and at the address (located in the Borough of
          Manhattan, The City of New York) specified in the notice, a telegram,
          telex, facsimile transmission or letter setting forth the name of such
          Holder, the amount of Registrable Securities delivered for exchange
          and a statement that such Holder is withdrawing its election to have
          such Registrable Securities exchanged.

     As a condition to participating in the Exchange Offer, a Holder will be
required to represent to the Company that (i) any Exchange Securities to be
received by it will be acquired in the ordinary course of its business, (ii) at
the time of the commencement of the Exchange Offer it has no arrangement or
understanding with any Person to participate in the distribution (within the
meaning of the Securities Act) of the Exchange Securities in violation of the
provisions of the Securities Act, (iii) it is not an "affiliate" (within the
meaning of Rule 405 under Securities Act) of the Company and (iv) if such Holder
is a broker-dealer that will receive Exchange Securities for its own account in
exchange for Registrable Securities that were acquired as a result of
mar-



                                      -5-
<PAGE>

ket-making or other trading activities, then such Holder will deliver a
Prospectus in connection with any resale of such Exchange Securities.

     As soon as practicable after the last Exchange Date, the Company shall:

          (i) accept for exchange Registrable Securities or portions thereof
     validly tendered and not properly withdrawn pursuant to the Exchange Offer;
     and

          (ii) cancel all Registrable Securities or portions thereof so accepted
     for exchange by the Company, and issue and promptly deliver to each Holder
     Exchange Securities equal in amount to the amount of the Registrable
     Securities surrendered by such Holder.

     The Company shall use its reasonable best efforts to complete the Exchange
Offer as provided above and shall comply with the applicable requirements of the
Securities Act, the Exchange Act and other applicable laws and regulations in
connection with the Exchange Offer. The Exchange Offer shall not be subject to
any conditions, other than that the Exchange Offer does not violate any
applicable law or applicable interpretations of the Staff.

     (b) In the event that (i) the Company determines that the Exchange Offer
Registration provided for in Section 2(a) above is not available or may not be
completed as soon as practicable after the last Exchange Date because it would
violate any applicable law or applicable interpretations of the Staff, (ii) the
Exchange Offer is not for any other reason completed by 210 days after the
Trigger Date or (iii) the Exchange Offer has been completed and in the opinion
of counsel for the Initial Holder a Registration Statement must be filed and a
Prospectus must be delivered by the Initial Holder in connection with any
offering or sale of Registrable Securities held by the Initial Holder, the
Company shall use its reasonable best efforts to cause to be filed as soon as
practicable after such determination, date or notice of such opinion of counsel
is given to the Company, as the case may be, a Shelf Registration Statement
providing for the sale of all the Registrable Securities by the Holders thereof
(or Initial Holder that is a holder thereof in the case of a Shelf Registration
Statement filed pursuant to clause (iii) of this sentence) and to have such
Shelf Registration Statement declared effective by the SEC.

     In the event that the Company is required to file a Shelf Registration
Statement solely as a result of the matters referred to in clause (iii) of the
preceding sentence, the Company shall use its reasonable best efforts to file
and have declared effective by the SEC both an Exchange Offer Registration
Statement pursuant to Section 2(a) with respect to all Registrable Securities
and a Shelf Registration Statement (which may be a combined Registration
Statement with the Exchange Offer Registration Statement) with respect to offers
and sales of Registrable Securities held by the Initial Holder after completion
of the Exchange Offer. The Company agrees to use its reasonable best efforts to
keep the Shelf Registration Statement continuously effective until the
expiration of the period referred to in Rule 144(k) under the Securities Act
with respect to the Registrable Securities or such shorter period that will
terminate when all the Registrable Securities covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration Statement. The
Company further agrees to supplement or amend the Shelf Registration Statement
and the related Prospectus if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement or by the



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<PAGE>

Securities Act or by any other rules and regulations thereunder for shelf
registration or if reasonably requested by a Holder of Registrable Securities
with respect to information relating to such Holder, and to use its reasonable
best efforts to cause any such amendment to become effective and such Shelf
Registration Statement and Prospectus to become usable as soon as thereafter
practicable. The Company agrees to furnish to the Holders of Registrable
Securities copies of any such supplement or amendment promptly after its being
used or filed with the SEC.

     (c) The Company shall pay all Registration Expenses in connection with the
registration pursuant to Section 2(a) and Section 2(b) hereof. Each Holder shall
pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Securities
pursuant to the Shelf Registration Statement.

     (d) An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will
not be deemed to have become effective unless it has been declared effective by
the SEC; provided that if, after it has been declared effective, the offering of
Registrable Securities pursuant to a Shelf Registration Statement is interfered
with by any stop order, injunction or other order or requirement of the SEC or
any court or other governmental or regulatory agency or body, such Registration
Statement will be deemed not to have become effective during the period of such
interference until the offering of Registrable Securities pursuant to such
Registration Statement may legally resume.

     In the event that either the Exchange Offer is not completed or a Shelf
Registration Statement, if required hereby, is not declared effective by the SEC
within 210 days of the Trigger Date, Holders of Registrable Securities will be
entitled to liquidated damages on each share of Registrable Securities equal to
$0.25 for each 90-day period (pro rated based on the number of days actually
elasped) until the Exchange Offer is completed or the Shelf Registration
Statement, if required hereby, is declared effective by the SEC or the
Registrable Securities become freely tradable under the Securities Act (the
period beginning on the 211th day after the Trigger Date and ending on the date
of completion of the Exchange Offer or the effective date of the Shelf
Registration Statement or the date on which the Registrable Securities become
freely tradable under the Securities Act, as the case may be, the "Default
Period"); provided, however, that if, for any reason, the Company does not pay
such liquidated damages within five Business Days after the end of the Default
Period, the dividend rate or interest rate, as applicable, on the Registrable
Securities will be deemed to have been increased by 1.00% per annum during the
Default Period (and the Company shall be released from its obligation to pay
such liquidated damages).

     (e) Without limiting the remedies available to the Initial Holder and the
Holders, the Company acknowledges that any failure by the Company to comply with
its obligations under Section 2(a) and Section 2(b) hereof may result in
material irreparable injury to the Initial Holder or the Holders for which there
is no adequate remedy at law, that it will not be possible to measure damages
for such injuries precisely and that, in the event of any such failure, the
Initial Holder or any Holder may obtain such relief as may be required to
specifically enforce the Company's obligations under Section 2(a) and Section
2(b) hereof.



                                      -7-
<PAGE>

Section 3. Registration Procedures.

     In connection with its obligations pursuant to Section 2(a) and Section
2(b) hereof, the Company shall as expeditiously as possible:

     (a) prepare and file with the SEC a Registration Statement on the
appropriate form under the Securities Act, which form (x) shall be selected by
the Company, (y) shall, in the case of a Shelf Registration, be available for
the sale of the Registrable Securities by the selling Holders thereof and (z)
shall comply as to form in all material respects with the requirements of the
applicable form and include all financial statements required by the SEC to be
filed therewith; and use its reasonable best efforts to cause such Registration
Statement to become effective and remain effective for the applicable period in
accordance with Section 2 hereof;

     (b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period in accordance with
Section 2 hereof and cause each Prospectus to be supplemented by any required
prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the Securities Act; and keep each Prospectus current during the period
described in Section 4(3) of and Rule 174 under the Securities Act that is
applicable to transactions by brokers or dealers with respect to the Registrable
Securities or Exchange Securities;

     (c) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, to counsel for the Initial Holder, to counsel for such
Holders and to each Underwriter of an Underwritten Offering of Registrable
Securities, if any, without charge, as many copies of each Prospectus, including
each preliminary Prospectus, and any amendment or supplement thereto in order to
facilitate the sale or other disposition of the Registrable Securities
thereunder; and the Company consents to the use of such Prospectus and any
amendment or supplement thereto in accordance with applicable law by each of the
selling Holders of Registrable Securities and any such Underwriters in
connection with the offering and sale of the Registrable Securities covered by
and in the manner described in such Prospectus or any amendment or supplement
thereto in accordance with applicable law;

     (d) use its reasonable best efforts to register or qualify the Registrable
Securities under all applicable state securities or blue sky laws of such
jurisdictions as any Holder of Registrable Securities covered by a Registration
Statement shall reasonably request in writing by the time the applicable
Registration Statement is declared effective by the SEC; cooperate with the
Holders in connection with any filings required to be made with the National
Association of Securities Dealers, Inc.; and do any and all other acts and
things that may be reasonably necessary or advisable to enable each Holder to
complete the disposition in each such jurisdiction of the Registrable Securities
owned by such Holder; provided that the Company shall not be required to (i)
qualify as a foreign corporation or other entity or as a dealer in securities in
any jurisdiction where it would not otherwise be required to so qualify, (ii)
file any general consent to service of process in any such jurisdiction or (iii)
subject itself to taxation in any such jurisdiction if it is not so subject;



                                      -8-
<PAGE>

     (e) in the case of a Shelf Registration, notify each Holder of Registrable
Securities, counsel for such Holders and counsel for the Initial Holder promptly
and, if requested by any such Holder or counsel, confirm such advice in writing
(i) when a Registration Statement has become effective and when any
post-effective amendment thereto has been filed and becomes effective, (ii) of
any request by the SEC or any state securities authority for amendments and
supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the
issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) if, between the effective date of a
Registration Statement and the closing of any sale of Registrable Securities
covered thereby, the representations and warranties of the Company contained in
any underwriting agreement, securities sales agreement or other similar
agreement, if any, relating to an offering of such Registrable Securities cease
to be true and correct in all material respects or if the Company receives any
notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, (v) of the happening of any event during the period
a Shelf Registration Statement is effective that makes any statement made in
such Registration Statement or the related Prospectus untrue in any material
respect or that requires the making of any changes in such Registration
Statement or Prospectus in order to make the statements therein not misleading
and (vi) of any determination by the Company that a post-effective amendment to
a Registration Statement would be appropriate;

     (f) use its reasonable best efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement at the earliest
possible moment and provide immediate notice to each Holder of the withdrawal of
any such order;

     (g) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, without charge, at least one conformed copy of each
Registration Statement and any post-effective amendment thereto (without any
documents incorporated therein by reference or exhibits thereto, unless
requested);

     (h) in the case of a Shelf Registration, cooperate with the selling Holders
of Registrable Securities to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold and not bearing any
restrictive legends and enable such Registrable Securities to be issued in such
denominations and registered in such names (consistent with the provisions of
the Certificate of Designation) as the selling Holders may reasonably request at
least one Business Day prior to the closing of any sale of Registrable
Securities;

     (i) in the case of a Shelf Registration, upon the occurrence of any event
contemplated by Section 3(e)(iii) or 3(e)(v) hereof, use its reasonable best
efforts to prepare and file with the SEC a supplement or post-effective
amendment to a Registration Statement or the related Prospectus or any document
incorporated therein by reference or file any other required document so that,
as thereafter delivered to purchasers of the Registrable Securities, such
Prospectus will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; and the Company
shall notify the Holders of Registrable Securities to suspend use of the
Prospectus as promptly as practicable after the occurrence of such an event, and
such Holders



                                      -9-
<PAGE>

hereby agree to suspend use of the Prospectus until the Company has amended or
supplemented the Prospectus to correct such misstatement or omission;

     (j) a reasonable time prior to the filing of any Shelf Registration
Statement, any related Prospectus, any amendment to a Shelf Registration
Statement or amendment or supplement to a related Prospectus or of any document
that is to be incorporated by reference into a Shelf Registration Statement or a
related Prospectus after initial filing of a Shelf Registration Statement,
provide copies of such document to the Initial Holder and its counsel and to the
Holders of Registrable Securities and their counsel and make such of the
representatives of the Company as shall be reasonably requested by the Initial
Holder or its counsel or the Holders of Registrable Securities or their counsel
available for discussion of such document; and the Company shall not at any time
after initial filing of a Shelf Registration Statement file any amendment to the
Shelf Registration Statement, any related Prospectus or any amendment of or
supplement to a Shelf Registration Statement or a related Prospectus or any
document that is to be incorporated by reference into a Shelf Registration
Statement or a related Prospectus, of which the Initial Holder and its counsel
and the Holders of Registrable Securities and their counsel shall not have
previously been advised and furnished a copy or to which the Initial Holder or
its counsel or the Holders or their counsel shall reasonably object;

     (k) obtain a CUSIP number for all Exchange Securities or Registrable
Securities, as the case may be, not later than the effective date of a
Registration Statement;

     (l) in the case of a Shelf Registration, make available for inspection by a
representative of the Holders of the Registrable Securities (an "Inspector"),
any Underwriter participating in any disposition pursuant to such Shelf
Registration Statement, and attorneys and accountants designated by the Holders,
at reasonable times and in a reasonable manner, all pertinent financial and
other records, pertinent documents and properties of the Company, and cause the
respective officers, directors and employees of the Company to supply all
information reasonably requested by any such Inspector, Underwriter, attorney or
accountant in connection with a Shelf Registration Statement; provided that if
any such information is identified by the Company as being confidential or
proprietary, each Person receiving such information shall take such actions as
are reasonably necessary to protect the confidentiality of such information to
the extent such action is otherwise not inconsistent with, an impairment of or
in derogation of the rights and interests of any Inspector, Holder or
Underwriter;

     (m) in the case of a Shelf Registration, use its reasonable best efforts to
cause all Registrable Securities to be listed on any securities exchange or any
automated quotation system on which similar securities issued or guaranteed by
the Company are then listed if requested by the Majority Holders, to the extent
such Registrable Securities satisfy applicable listing requirements;

     (n) if reasonably requested by any Holder of Registrable Securities covered
by a Registration Statement, promptly incorporate in a Prospectus supplement or
post-effective amendment such information with respect to such Holder as such
Holder reasonably requests to be included therein and make all required filings
of such Prospectus supplement or such post-effective amendment as soon as the
Company has received notification of the matters to be incorporated in such
filing;



                                      -10-
<PAGE>

     (o) as soon as reasonably practicable following the end of any fiscal year
during which a Registration Statement shall have been effective, to make
available to its security holders an earnings statement satisfying the
provisions of Section 11(a) of the Securities Act;

     (p) in the case of a Shelf Registration, cooperate with the Holders to
facilitate the timely preparation and delivery of certificates representing the
Registrable Securities sold pursuant to a Shelf Registration Statement and not
bearing any restrictive legend and to enable certificates for such Registrable
Securities to be issued in such denominations and registered in such names as
the Holders may reasonably request; and

     (q) in the case of a Shelf Registration, enter into such customary
agreements and take all such other actions in connection therewith (including
those requested by the Holders of a majority in principal amount of the
Registrable Securities being sold) in order to expedite or facilitate the
disposition of such Registrable Securities including, but not limited to, an
Underwritten Offering and in such connection, (i) to the extent possible, make
such representations and warranties to the Holders and any Underwriters of such
Registrable Securities with respect to the business of the Company and its
subsidiaries, the Registration Statement, Prospectus and documents incorporated
by reference or deemed incorporated by reference, if any, in each case, in form,
substance and scope as are customarily made by issuers to underwriters in
underwritten offerings and confirm the same if and when requested, (ii) obtain
opinions of counsel to the Company (which counsel and opinions, in form, scope
and substance, shall be reasonably satisfactory to the Holders and such
Underwriters and their respective counsel) addressed to each selling Holder and
Underwriter of Registrable Securities, covering the matters customarily covered
in opinions requested in underwritten offerings, (iii) obtain "comfort" letters
from the independent certified public accountants of the Company (and, if
necessary, any other certified public accountant of any subsidiary of the
Company, or of any business acquired by the Company for which financial
statements and financial data are or are required to be included in the
Registration Statement) addressed to each selling Holder and Underwriter of
Registrable Securities, such letters to be in customary form and covering
matters of the type customarily covered in "comfort" letters in connection with
underwritten offerings and (iv) deliver such documents and certificates as may
be reasonably requested by the Holders of a majority in principal amount of the
Registrable Securities being sold or the Underwriters, and which are customarily
delivered in underwritten offerings, to evidence the continued validity of the
representations and warranties of the Company made pursuant to clause (i) above
and to evidence compliance with any customary conditions contained in an
underwriting agreement.

     In the case of a Shelf Registration Statement, the Company may require each
Holder of Registrable Securities to furnish to the Company such information
regarding such Holder and the proposed disposition by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
in writing.

     The Holders of Registrable Securities covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment banker
or investment bankers and manager or managers (the "Underwriters") that will
administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering and shall be reasonably
acceptable to the Company.



                                      -11-
<PAGE>

     At the time of any registration of Securities under this Agreement, the
Company shall simultaneously register the Exchange Notes under the same
Registration Statement that covers the Securities and qualify the Exchange
Indenture under the Trust Indenture Act so as to permit the issuance of the
Exchange Notes on a registered basis should the Company subsequently exercise
its rights under Section 4 of the Certificate of Designation to effect the
exchange of the Securities and Series A-2 Preferred Stock for the Exchange Notes
as provided in Section 4 of the Certificate of Designation.

Section 4. Suspension.

     (a) Notwithstanding any of the other provisions of this Agreement, but
subject to Section 4(c) hereof, in the case of a Shelf Registration Statement,
each Holder of Registrable Securities agrees that, upon receipt of a written
notice from the Company of the happening of any event of the kind described in
Section 3(e)(iii) or 3(e)(v) hereof, such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to such Shelf Registration
Statement until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3(i) hereof and, if so directed by
the Company, such Holder will deliver to the Company all copies in its
possession, other than permanent file copies then in such Holder's possession,
of the Prospectus covering such Registrable Securities that is current at the
time of receipt of such written notice. If the Company shall give any such
written notice to suspend the disposition of Registrable Securities pursuant to
a Registration Statement pursuant to this Section 4(a), the Company shall extend
the period during which the Registration Statement shall be maintained effective
pursuant to this Agreement by the number of days during the period from and
including the date of the giving of such notice to and including the date when
the Holders shall have received copies of the supplemented or amended Prospectus
necessary to resume such dispositions.

     (b) Notwithstanding any of the other provisions of this Agreement, but
subject to Section 4(c) hereof, the Company shall have the right on one or more
occasions to delay the filing, amendment or effectiveness of a Shelf
Registration Statement or, if the Shelf Registration Statement has become
effective, to suspend the distribution or disposition of each Holder's
Registrable Securities pursuant to such Registration Statement in the event that
the board of directors of the Company determines in its reasonable good faith
judgment that (i) the filing, declaration of effectiveness or continued
effectiveness of such Shelf Registration Statement at such time would require
the Company to disclose therein a proposed or consummated financing,
reorganization or recapitalization, or pending or consummated negotiations
relating to a merger, consolidation, acquisition or similar transaction or other
business transaction, or other material event, which would otherwise adversely
affect the Company or (ii) pro forma and/or historical financial statements
meeting the requirements of the Securities Act as a result of any transaction
described in clause (i) above are not available at such time. Any delay or
suspension period pursuant to this Section 4(b) shall begin on the date
specified in a written notice given by the Company to the Holders and shall end
on the date specified in a subsequent written notice given by the Company to the
Holders. If the Company shall exercise its right to delay the filing, amendment
or effectiveness of a Shelf Registration Statement or to suspend the
distribution or disposition of each Holder's Registrable Securities pursuant to
such Registration Statement pursuant to this Section 4(b), the period within
which such Shelf Registration Statement must be declared effective or during
which the effectiveness of such Shelf Registration Statement must be maintained


                                      -12-
<PAGE>

pursuant to this Agreement shall be extended by the number of days of the delay
or suspension period.

     (c) The Company may give a delay or suspension notice pursuant to Section 4
hereof at any time and from time to time; provided that the aggregate of all
delay and suspension periods during any 365-day period shall not exceed 90 days.

Section 5. Other Rights.

     (a) Board Observer Rights. Subject to Sections 5(c), 5(d) and 5(e) below,
for so long as the Initial Holder and its Affiliates beneficially own at least
$5 million in initial aggregate liquidation preference of Securities or Series
A-2 Preferred Stock, the Initial Holder shall be entitled to designate one
representative to (i) receive notices of meetings of the Company's Board of
Directors at the same time and in the same manner that the members of the
Company's Board of Directors shall receive such notices, (ii) attend such
meetings and (iii) receive copies of any materials provided to the members of
the Company's Board of Directors except to the extent that such materials relate
to matters described in Section 5(c) below. The observer rights provided by this
Section 5(a) may be declined by the Initial Holder in its sole discretion for
such period or periods of time as it wishes; provided that no such decline shall
prevent the Initial Holder from electing to exercise such observer rights in
future periods. The observer rights provided by this Section 5(a) shall not be
assignable to any Person, except to Affiliates of the Initial Holder.

     (b) Information Rights. Subject to Sections 5(c), 5(d) and 5(e) below, for
so long as the Initial Holder and its Affiliates beneficially own at least $5
million in initial aggregate liquidation preference of Securities or Series A-2
Preferred Stock, the Initial Holder will be entitled to receive (i) annual
consolidated balance sheets and statements of income, stockholders' equity and
cash flows of the Company within 90 days after the end of each fiscal year of
the Company, prepared in accordance with GAAP; (ii) quarterly consolidated
balance sheets and statements of income, stockholders' equity and cash flows of
the Company within 45 days after the end of each fiscal quarter of the Company,
prepared in accordance with GAAP; and (iii) such other information as the
Initial Holder may from time to time reasonably request concerning the condition
or operations, financial or otherwise, of the Company; provided, however, that
the Company will not be required to provide the Initial Holder with the
information contemplated by clauses (i) and (ii) above during any period in
which the Company is subject to and in compliance with Section 13 or 15(d) of
the Exchange Act.

     (c) Exclusion. Notwithstanding Section 5(a) above, the Company shall be
permitted to notify the Initial Holder and its Affiliates that they are to be
excluded from any meeting (or any portion thereof) of the Company's Board of
Directors that (i) involves matters relating to competitors of the Initial
Holder or its Affiliates, (ii) involves matters pertaining to the Company's
relationship with the Initial Holder or its Affiliates, (iii) based upon advice
of counsel, raises anti-competitive or antitrust concerns, or similar concerns
under any laws or policies of any government or instrumentality thereof or (iv)
otherwise involves matters that, in the reasonable judgment of the Company, if
known to the Initial Holder or its Affiliates, could have an adverse impact on
the Company's business, commercial relationships or business plans or
strategies.



                                      -13-
<PAGE>

     (d) Confidentiality; Limitations on Use. Notwithstanding Sections 5(a) and
5(b) above, the Initial Holder agrees that neither it nor any of its
representatives will (i) disclose to any third party any information provided to
it or any of its representatives by the Company hereunder which is not generally
available to the public, except with the prior express approval of the Company
or as may be required by applicable law or (ii) use any information provided to
it or any of its representatives by the Company hereunder for any purpose other
than monitoring its investment in the Securities or Series A-2 Preferred Stock.

     Notwithstanding anything herein to the contrary, any party to this
Agreement (and any employee, representative, or other agent of any party to this
Agreement) may disclose to any and all persons, without limitation of any kind,
the tax treatment and tax structure of the transactions contemplated by this
Agreement (individually and collectively, the "Contemplated Transaction") and
all materials of any kind (including opinions or other tax analyses) that are
provided to it relating to such tax treatment and tax structure.

     Notwithstanding Sections 5(a) and 5(b) above, access to highly confidential
proprietary information and facilities need not be provided by the Company, nor
shall the Company be required to provide information to the Initial Holder or
any other Holder that is a competitor (or an Affiliate of a competitor) or
reasonably likely to become a competitor (or an Affiliate of a competitor) of
the Company or any of its subsidiaries. (e) No Liability for Insider Trading.
Notwithstanding any other provision of this Agreement, in no event shall the
Company or any of its Affiliates be responsible for any liability to which any
Holder or any of its Affiliates may be subject by reason of trading in
securities of the Company at a time when it is in possession of material
non-public information.

Section 6. Indemnification and Contribution.

     (a) The Company agrees to indemnify and hold harmless the Initial Holder
and each Holder, their respective Affiliates and each Person, if any, who
controls the Initial Holder or any Holder within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act, from and against any and
all losses, claims, damages and liabilities (including, without limitation,
legal fees and other expenses incurred in connection with any suit, action or
proceeding or any claim asserted), joint or several, (i) arising out of or based
upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or any Prospectus, (ii) arising out of
or based upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, except insofar as such losses, claims, damages or liabilities are
arising out of or based upon any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with any
information relating to the Initial Holder or any Holder furnished to the
Company in writing through the Initial Holder or any selling Holder expressly
for use therein. In connection with any Underwritten Offering permitted by
Section 3, the Company will also indemnify the Underwriters, if any, selling
brokers, dealers and similar securities industry professionals participating in
the distribution, their respective Affiliates and each Person who controls such
Persons (within the meaning of the Securities Act and the Exchange Act) to the
same extent as provided above with



                                      -14-
<PAGE>

respect to the indemnification of the Holders, if requested in connection with
any Registration Statement.

     (b) Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company, the Initial Holder and the other selling Holders, their
respective Affiliates, the directors of the Company, each officer of the Company
who signed the Registration Statement and each Person, if any, who controls the
Company, the Initial Holder and any other selling Holder within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act to the same
extent as the indemnity set forth in paragraph (a) above, but only with respect
to any losses, claims, damages or liabilities arising out of or based upon any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with any information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in any
Registration Statement and any Prospectus.

     (c) If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnification may be sought pursuant to either
paragraph (a) or (b) above, such Person (the "Indemnified Person") shall
promptly notify the Person against whom such indemnification may be sought (the
"Indemnifying Person") in writing; provided that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have
under this Section 6 except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and
provided, further, that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have to an Indemnified Person
otherwise than under this Section 6. If any such proceeding shall be brought or
asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel
reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others entitled to indemnification pursuant to this Section 6
that the Indemnifying Person may designate in such proceeding and shall pay the
fees and expenses of such counsel related to such proceeding. In any such
proceeding, any Indemnified Person shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Person unless (i) the Indemnifying Person and the Indemnified
Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person
has failed within a reasonable time to retain counsel reasonably satisfactory to
the Indemnified Person; (iii) the Indemnified Person shall have reasonably
concluded that there may be legal defenses available to it that are different
from or in addition to those available to the Indemnifying Person; or (iv) the
named parties in any such proceeding (including any impleaded parties) include
both the Indemnifying Person and the Indemnified Person and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood and agreed that the
Indemnifying Person shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and expenses of more
than one separate firm (in addition to any local counsel) for all Indemnified
Persons, and that all such fees and expenses shall be reimbursed as they are
incurred. Any such separate firm (x) for the Initial Holder, its Affiliates and
any control Persons of such Initial Holder shall be designated in writing by the
Initial Holder, (y) for any Holder, its Affiliates and any control Persons of
such Holder shall be designated in writing by the Majority Holders and (z) in
all other cases shall be designated in writing by the Company. The Indemnifying
Person shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent or



                                      -15-
<PAGE>

if there be a final judgment for the plaintiff, the Indemnifying Person agrees
to indemnify each Indemnified Person from and against any loss or liability by
reason of such settlement or judgment. Notwithstanding the foregoing sentence,
if at any time an Indemnified Person shall have requested that an Indemnifying
Person reimburse the Indemnified Person for fees and expenses of counsel as
contemplated by this paragraph, the Indemnifying Person shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 days after receipt by the Indemnifying
Person of such request and (ii) the Indemnifying Person shall not have
reimbursed the Indemnified Person in accordance with such request prior to the
date of such settlement. No Indemnifying Person shall, without the written
consent of the Indemnified Person, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Person is or could
have been a party and indemnification could have been sought hereunder by such
Indemnified Person, unless such settlement (A) includes an unconditional release
of such Indemnified Person in form and substance satisfactory to such
Indemnified Person from all liability on claims that are the subject matter of
such proceeding and (B) does not include any statement as to or any admission of
fault, culpability or a failure to act by or on behalf of any Indemnified
Person.

     (d) If the indemnification provided for in paragraphs (a) and (b) above is
unavailable to an Indemnified Person or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each Indemnifying
Person under such paragraph, in lieu of indemnifying such Indemnified Person
thereunder, shall contribute to the amount paid or payable by such Indemnified
Person as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company from the offering of the Securities, on the one hand, and by the Holders
from receiving Securities or Exchange Securities registered under the Securities
Act, on the other hand, or (ii) if the allocation provided by clause (i) is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) but also the relative fault
of the Company on the one hand and the Holders on the other in connection with
the statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company on the one hand and the Holders on the other shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by the Holders
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

     (e) The Company and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 6 were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation that does not take account of the equitable
considerations referred to in paragraph (d) above. The amount paid or payable by
an Indemnified Person as a result of the losses, claims, damages and liabilities
referred to in paragraph (d) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such
Indemnified Person in connection with any such action or claim. Notwithstanding
the provisions of this Section 6, in no event shall a Holder be required to
contribute any amount in excess of the amount by which the total price at which
the Securities or Exchange Securities sold by such Holder exceeds the amount of
any damages that such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
Person guilty of fraudulent misrepresentation



                                      -16-
<PAGE>

(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

     (f) The remedies provided for in this Section 6 are not exclusive and shall
not limit any rights or remedies that may otherwise be available to any
Indemnified Person at law or in equity.

     (g) The indemnity and contribution provisions contained in this Section 6
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
the Initial Holder or Holder, their respective Affiliates or any Person
controlling the Initial Holder or any Holder, or by or on behalf of the Company,
their respective Affiliates or the officers or directors of or any Person
controlling the Company, (iii) acceptance of any of the Exchange Securities and
(iv) any sale of Registrable Securities pursuant to a Shelf Registration
Statement.

Section 7. Miscellaneous.

     (a) No Inconsistent Agreements. The Company represents, warrants and agrees
that (i) the rights granted to the Holders hereunder do not in any way conflict
with and are not inconsistent with the rights granted to the holders of any
other outstanding securities issued or guaranteed by the Company under any other
agreement and (ii) the Company has not entered into, or on or after the date of
this Agreement will enter into, any agreement that is inconsistent with the
rights granted to the Holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof.

     (b) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless the Company has obtained the written consent of Holders of at least a
majority in aggregate principal amount of the outstanding Registrable Securities
affected by such amendment, modification, supplement, waiver or consent;
provided that no amendment, modification, supplement, waiver or consent to any
departure from the provisions of Section 6 hereof shall be effective as against
any Holder of Registrable Securities unless consented to in writing by such
Initial Holder.

     (c) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, registered first-class
mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if
to a Holder, at the most current address given by such Holder to the Company by
means of a notice given in accordance with the provisions of this Section 7(c),
which address initially is, with respect to the Initial Holder, DaimlerChrysler
Corporation, 1000 Chrysler Drive, Auburn Hills, Michigan 48326, Attention:
General Counsel, Facsimile: (248) 512-1771, with a copy to Jones, Day, Reavis &
Pogue, 77 W. Wacker, Suite 3500, Chicago, Illinois 60601, Attention: Elizabeth
C. Kitslaar, Facsimile: (312) 782-8585; and (ii) if to the Company, at the
Company's address, which address initially is Metaldyne Corporation, 77603
Halyard Drive, Plymouth, Michigan 48170, Attention: Thomas A. Amato and R.
Jeffrey Pollock, Facsimile: (734) 207-6741 and (734) 207-6797, with a copy to
Cahill Gordon & Reindel, 80 Pine Street, New York, New York 10005, Attention: W.
Leslie Duffy and Jonathan A. Schaffzin, Facsimile: (212) 269-5420, and
thereafter at such other address, notice of which is



                                      -17-
<PAGE>

given in accordance with the provisions of this Section 7(c). All such notices
and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt is acknowledged, if telecopied; and on the next Business
Day if timely delivered to an air courier guaranteeing overnight delivery.

     (d) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Purchase Agreement. If any transferee of any
Holder shall acquire Registrable Securities in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all
the terms of this Agreement, and by taking and holding such Registrable
Securities such Person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement and such
Person shall be entitled to receive the benefits hereof. The Initial Holder (in
its capacity as Initial Holder) shall have no liability or obligation to the
Company with respect to any failure by a Holder to comply with, or any breach by
any Holder of, any of the obligations of such Holder under this Agreement.

     (e) Purchases and Sales of Registrable Securities. The Company shall not,
and shall use its reasonable best efforts to cause its affiliates (as defined in
Rule 405 under the Securities Act) not to, purchase and then resell or otherwise
transfer any Registrable Securities.

     (f) Third Party Beneficiaries. Each Holder shall be a third party
beneficiary to the agreements made hereunder between the Company, on the one
hand, and the Initial Holder, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of other Holders
hereunder.

     (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     (i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE COMPANY HEREBY AGREES TO
SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, COUNTY OF NEW
YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

     (j) Miscellaneous. This Agreement contains the entire agreement between the
parties relating to the subject matter hereof and supersedes all oral statements
and prior writings with



                                      -18-
<PAGE>

respect thereto. This Agreement may not be amended or modified except by a
writing executed by each of the parties hereto. Section headings herein are for
convenience only and are not a part of this Agreement. If any term, provision,
covenant or restriction contained in this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable or against public
policy, the remainder of the terms, provisions, covenants and restrictions
contained herein shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. The Company and the Initial Holder shall
endeavor in good faith negotiations to replace the invalid, void or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, void or unenforceable
provisions.

                     [Remainder of Page Intentionally Blank]


                                      -19-
<PAGE>





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                  METALDYNE CORPORATION





                                  By:    /s/  Timothy D. Leuliette
                                         --------------------------------------
                                         Name:  Timothy D. Leuliette
                                         Title:    Chairman, President & CEO


                                  DAIMLERCHRYSLER CORPORATION





                                  By:    /s/  John C. Stellman
                                         --------------------------------------
                                         Name:  John C. Stellman
                                         Title:   Vice President