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IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

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IN RE HAYES LEMMERZ INTERNATIONAL

INC. EQUITY SECURITIES LITIGATION

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Civil Action No. 01-CV-73433DT

Hon. Arthur J. Tarnow

PRELIMINARY APPROVAL ORDER

WHEREAS, by Order dated January 26, 2004, the Court appointed David Todd Miller, John

Prater, and Bruce J. Chamberlain as Class Representatives in the above captioned action, and Beatie

and Osborn LLP as Class Counsel;

WHEREAS, the parties having made application, pursuant to Rule 23 of the Federal Rules

of Civil Procedure, for an order preliminarily approving the settlement (the "Settlement") of the

above-captioned action (the "Action") in accordance with the Stipulation of Settlement dated June

29, 2004 between Class Representatives and defendant D.N. Vermilya (the "Vermilya Stipulation")

and the Stipulation of Settlement dated May 5, 2005 between Class Representatives and defendants

Ranko Cucuz, William Shovers, John Rodewig, Ray Witt, Cleveland Christophe, Ronald

Kolakowski, James Jarrett, Jesus Bonilla, Allen Buntin, Penny Wilson, and David Nier (the

"Defendants Stipulation"), and which sets forth the terms and conditions for a proposed Settlement

of the Action and for the release of certain claims (as defined in the stipulations as "Released

Claims") upon the terms and conditions set forth therein;

WHEREAS, this Court has previously certified a plaintiff class consisting of a class of

persons or entities who purchased or otherwise acquired the equity securities of Hayes Lemmerz

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International, Inc. between June 3, 1999 and September 5, 2001, inclusive, and who were damaged

thereby;

WHEREAS, the class excludes the following persons and entities who would otherwise fall

within the Class definition: (1) Hayes Lemmerz International, Inc., ("Hayes"), (2) KPMG LLP, (3)

Ranko Cucuz, William D. Shovers, D.N. Vermilya, John S. Rodewig, Ray H. Witt, Cleveland A.

Christophe, Ronald Kolakowski, James Jarrett, Jesus Bonilla, Allen Buntin, Penny Wilson, David

Nier, Paul S. Levy, Jeffrey Lightcap, David Ying, Anthony Grillo, and Andrew Heyer (the

"Excluded Individuals"), (4) members of the families of the Excluded Individuals, (5) the

subsidiaries or affiliates of Hayes, KPMG or the Excluded Individuals, (6) any person or entity who

is a partner, officer, director, employee or controlling person of Hayes, KPMG or the Excluded

Individuals, (7) any entity in which any of the Excluded Individuals has a controlling interest, (8)

Joseph Littlejohn & Levy Fund II, L.P., TSG Capital Fund II, L.P. and CIBC WG Argosy Merchant

Fund 2, L.L.C., their past, present or future subsidiaries, parents, successors, and predecessors, and

(9) the legal representatives, heirs, successors or assigns of any such excluded person.

WHEREAS, the Court having read and considered the Vermilya Stipulation, filed June 29,

2004, the Defendants Stipulation, Class Representatives' Motion for Preliminary Approval of the

Settlement with Defendants, and the attached exhibits;

WHEREAS, the Court finds, upon a preliminary evaluation, that the proposed Settlement

appears to fall within the range of possible approval criteria, as it provides a beneficial result for the

Class and appears to be the product of good faith, informed and non-collusive negotiations between

experienced and able counsel;

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WHEREAS, the Court also finds, upon a preliminary evaluation, that the Class should be

apprised of the Settlement, allowed to file objections thereto and to appear at the Fairness Hearing,

or alternatively, be afforded a reasonable opportunity to opt out of the Action;

WHEREAS, the Court finds, upon a preliminary evaluation, that the Publication Notice and

Settlement Notice, attached to the Defendants Stipulation as Exhibits C and D, respectively, and the

methodology described in the Joint Motion and in paragraph 4 of this Order for the publication and

dissemination of such Settlement Notice and Publication Notice: (i) are the best practicable notice;

(ii) are reasonably calculated, under the circumstances, to apprise Class Members of the pendency

of the Action and of their right to object or exclude themselves from the proposed Settlement; (iii)

are reasonable and constitute due, adequate and sufficient notice to all persons and entities entitled

to receive notice; and (iv) meet all applicable requirements of the Federal Rules of Civil Procedures,

the United States Constitution (including the Due Process Clause), the Private Securities Litigation

Reform Act, the Rules of the Court and any other applicable law;

WHEREAS, unless otherwise stated herein, all defined terms contained herein shall have the

same meanings set forth in the Vermilya Stipulation and Defendants Stipulation;

NOW THEREFORE, IT IS HEREBY ORDERED:

1. The Court does hereby preliminarily approve the Vermilya Stipulation and the

Defendants Stipulation as being fair, reasonable and adequate as to the Class Members, subject to

further consideration at the Fairness Hearing described below.

2. A hearing (the "Fairness Hearing") shall be held before this Court on July 20, 2005

at 2:30 p.m. at the U.S. District Court for the Eastern District of Michigan, Southern Division,

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Theodore Levin U.S. Courthouse, 231 W. Lafayette Boulevard, 5th Floor, Detroit, Michigan 48226,

to determine whether the proposed Settlement on the terms and conditions provided for in the

Vermilya Stipulation and the Defendants Stipulation is fair, reasonable and adequate to the Class

and should be approved by the Court; whether the Final Judgment as provided in the Vermilya

Stipulation and the Defendants Stipulation should be entered herein; and to determine the amount

of fees and expenses that should be awarded to Class Representatives and Class Counsel.

3. The Court approves, as to form and content, the Publication Notice, the Notice of

Class Certification and Settlement of Class Action (the "Notice"), and the Proof of Claim and

Release form (the "Proof of Claim") attached to the Defendants Stipulation as Exhibits C, D, and

E, respectively, and finds that the mailing and distribution of the Notice and publishing of the

Summary Notice in the manner and form set forth in paragraph 4 of this Order meet the

requirements of Rule 23 of the Federal Rules of Civil Procedure and due process, and is the best

notice practicable under the circumstances and shall constitute due and sufficient notice to all

persons and entities entitled thereto.

4. Class Counsel are hereby authorized to retain the firm of The Garden City Group,

Hayes Lemmerz Equity Securities Litigation, P.O. Box 9000 #6173, Merrick, NY 11566-9000

("Claims Administrator'') to supervise and administer the notice procedure as well as the processing

of claims as more fully set forth below:

a. Not later than May 23, 2005 (the "Notice Date"), Class Counsel shall cause a copy

of the Notice and the Proof of Claim, substantially in the forms attached to the

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Stipulation as Exhibits D and E hereto, to be mailed by first class mail to all Class

Members who can be identified with reasonable effort;

b. Not later than May 30, 2005, Class Counsel shall cause the Summary Notice,

substantially in form attached to the Stipulation as Exhibit C, to be published on one

occasion in the national edition of The Wall Street Journal, defendants shall pay for

the cost of such publication;

c. Not later than May 30, 2005, Class Counsel, the Claims Administrator and the

Company shall cause the Notice to be published on their respective websites; and

d. Not later than June 20, 2005, Class Counsel shall serve on Defendants' counsel and

file with the Court proof, by affidavit or declaration, of such mailing and publishing.

5. Nominees who purchased or acquired Hayes equity securities for the benefit of

another person or entity during the Class Period shall be requested to send the Notice and the Proof

of Claim to all such beneficial owners of the equity securities within ten (10) days after receipt

thereof, or send a list of the names and addresses of such beneficial owners to the Claims

Administrator within ten (10) days of receipt thereof in which event the Claims Administrator shall

promptly mail the Notice and Proof of Claim to such beneficial owners.

6. All Class Members who do not timely and validly request exclusion from the Class

shall be bound by all proceedings, determinations, orders and judgments in the Action relating to

the Settlement, including, but not limited to, the releases provided for therein, whether favorable or

unfavorable to the Class, even if such Class Member has previously initiated or subsequently

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initiates individual litigation against any of the defendants or other proceedings encompassed by the

Settlement.

7. Class Members who wish to exclude themselves from the Class shall request

exclusion within the time and in the manner set forth in the Notice, including mailing or delivering

a written request for exclusion such that it is postmarked by June 30, 2005 to: (1) the Clerk of the

Court for U.S. District Court for the Eastern District of Michigan Southern Division, Theodore

Levin U.S. Courthouse, 231 W. Lafayette Boulevard, 5th Floor, Detroit, MI 48226; (2) The Garden

City Group, Hayes Lemmerz Equity Securities Litigation, P.O. Box 9000 #6173, Merrick, NY

11566-9000; (3) Daniel A. Osborn, Esq., Beatie and Osborn LLP, 521 Fifth Avenue, Suite 3400,

New York, NY 10175; (4) Matthew F. Leitman, Esq., Miller Canfield Paddock & Stone PLC, 840

West Long Lake Road, Suite 200, Troy, MI 48098, and (5) Michael I. Allen, Esq., Shapiro Forman

Allen Sava & McPherson LLP, 380 Madison Avenue, New York, New York 10017, as provided in

the Notice.

8. Class Members who wish to participate in the Settlement shall complete and submit

Proof of Claim forms in accordance with the instructions contained therein. Unless the Court orders

otherwise, all Proof of Claim forms must be submitted to the Claims Administrator by first-class

mail, postmarked by August 30, 2005. Any class member who has already submitted a claim in this

case in connection with the partial settlement with KPMG need not submit a new claim form. Any

Class Member who does not validly and timely submit a Proof of Claim shall be barred from sharing

in the distribution of the proceeds of the Settlement, unless otherwise ordered by the Court.

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9. Any Class Member may enter an appearance in the Action, at their own expense,

individually or through counsel of their own choice, in which case such counsel must file with the

Clerk of Court and deliver to Class Counsel and defendants' counsel a notice of appearance such that

it is received by June 30, 2005, or as the Court may otherwise direct. Any Class Member who does

not enter an appearance will be represented by Class Counsel.

10. All Class Members who do not validly and timely exclude themselves from the Class

are enjoined from filing, commencing, prosecuting, intervening in, participating in as Class

Members or otherwise, or receiving any benefits or other form of relief from, any other lawsuit,

arbitration or administrative, regulatory or other proceeding or order in any jurisdiction, based on

or relating in any way to the claims and causes of action, or the facts and circumstances relating

thereto, in this Action and/or the Released Claims.

11. All persons and entities are enjoined from filing, commencing or prosecuting any

other lawsuit as a class action (including by seeking to amend a pending complaint to include class

allegations or by seeking class certification in a pending action in any jurisdiction) on behalf of

Class Members who do not validly and timely exclude themselves from the Class, if such other

lawsuit is based on or relates in any way to the claims and causes of action, or the facts and

circumstances relating thereto, in this Action and/or the Released Claims.

12. Any Class Member may appear and show cause, if he, she or it has any such cause,

why the proposed Settlement of the Action should or should not be approved as fair, reasonable and

adequate, or why a Final Judgment should or should not be entered thereon, why the Plan of

Allocation should or should not be approved, or why attorneys' fees and expenses should or should

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not be awarded to Class Counsel; provided, however, that no Class Member or any other person or

entity shall be heard or entitled to contest the approval of the terms and conditions of the proposed

Settlement, or, if approved, the Final Judgment to be entered thereon approving the same, or the

order approving the Plan of Allocation, or the attorneys' fees and expenses to be awarded to Class

Counsel, unless that person or entity has filed written objections and copies of any such papers and

briefs with the Clerk of the Court for the Eastern District of Michigan, Southern Division, on or

before June 30, 2005, and unless copies of such written objection papers and briefs are received by

each of the following:

Daniel A. Osborn, Esq.

BEATIE AND OSBORN LLP

521 Fifth Avenue, Suite 3400

New York, NY 10175

Telephone: (212) 888-9000

Matthew F. Leitman, Esq.

MILLER CANFIELD PADDOCK & STONE PLC, 

840 West Long Lake Road, Suite 200, 

Troy, MI 48098

Telephone: (248) 267-3294 

Michael I. Allen

SHAPIRO FORMAN ALLEN SAVA & MCPHERSON LLP

380 Madison Avenue

New York, New York 10017

Telephone: (212) 972-4900

THE GARDEN CITY GROUP 

Hayes Lemmerz Equity Securities Litigation 

P.O. Box 9000 #6173 

Merrick, NY 11566-9000

Telephone: (800) 298-0815

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The objections and/or briefs filed by the objecting Class Member must contain a statement of his,

her or its objection, as well as the specific reasons, if any, for each objection, including the legal

support the Class Member wishes to bring to the Court's attention and any evidence the Class

Member wishes to introduce in support of his, her or its objection. Any Class Member who does

not make his, her or its objection in the manner provided herein shall be deemed to have waived

such objection and shall be forever barred and foreclosed from making any objection to the fairness,

reasonableness or adequacy of the proposed Settlement, to the Plan of Allocation, and to the award

of attorneys' fees and expenses to the Class Representatives and/or their Class Counsel.

13. Class Counsel or its designated agents (such as the Claims Administrator) shall rent

one or more post-office boxes to be used for receiving requests for exclusion and any other

communication. Additionally, defendants' counsel and Class Counsel, and any other counsel for the

Class, shall promptly furnish to each other copies of any and all objections or written requests for

exclusion that might come into their possession. Class Representatives and the defendants shall

provide a means for those filing objections to obtain access, at their own expense, at the Company's

counsel's office, or other location agreed upon, to the discovery materials in this Action, provided

that such individuals shall not be given access to these materials unless and until they enter into the

Confidentiality Order agreed to by the parties to the Settlement governing the treatment of

confidential information produced in the Action.

14. Neither defendants nor defendants' counsel shall have any responsibility for any

application for reimbursement of attorneys' fees or reimbursement of expenses submitted by Class

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Counsel, and such matters will be considered separately from the fairness, reasonableness and

adequacy of the Settlement.

15. At or after the Fairness Hearing, the Court shall determine whether any application

for attorneys' fees or reimbursement of expenses shall be approved.

16. All reasonable costs incurred in identifying and notifying Class Members, as well as

in administering the Settlement, shall be paid as set forth in the Settlement Agreement. In the event

the Settlement is not approved by the Court, or otherwise fails to become effective, neither the Class

Representatives nor their Class Counsel shall have any obligation to repay to defendants or their

insurers the reasonable and actual costs of Class Notice and of administration.

17. The Court reserves the right to adjourn the date of the Fairness Hearing without

further notice to Class Members and retains jurisdiction to consider all further applications arising

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out of or connected with the proposed Settlement. The Court may approve the Settlement, with such

modifications as may be agreed to by the parties, if appropriate, without further notice to the Class.

IT IS SO ORDERED. 

s/Arthur J. Tarnow 

Arthur J. Tarnow

United States District Judge

Dated: May 10, 2005

I hereby certify that a copy of the foregoing document was served upon counsel of record on May

10, 2005, by electronic and/or ordinary mail.

s/Catherine A. Pickles 

Case Manager

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