##### 



Exhibit 99.3

Please read the instructions accompanying
this Letter of Transmittal and Cash Election Form carefully
before completing it. You are also strongly urged to read the
Management Information Circular/ Proxy Statement accompanying
this form. Computershare Trust Company of Canada, as Depositary
(see the back of this form for addresses and telephone numbers),
can assist you in completing this form.

LETTER OF TRANSMITTAL AND

CASH ELECTION FORM


for registered holders of


CLASS A SUBORDINATE VOTING SHARES


of


DECOMA INTERNATIONAL INC.






IN ORDER TO RECEIVE CASH FOR YOUR DECOMA CLASS A SUBORDINATE
VOTING SHARES THIS LETTER OF TRANSMITTAL AND CASH ELECTION FORM
MUST BE PROPERLY COMPLETED AND RECEIVED BY THE DEPOSITARY PRIOR
TO 10:00 A.M. (TORONTO TIME) ON FEBRUARY 24, 2005


This Letter of Transmittal and Cash Election Form
is for use by registered holders of Class A Subordinate
Voting Shares (Decoma Class A Subordinate Voting
Shares) of Decoma International Inc. (Decoma)
in connection with the proposed privatization of Decoma by Magna
International Inc. (Magna) to be effected way of a
court-approved plan of arrangement (the
Arrangement). The Arrangement is being considered
for approval at a special meeting (the Meeting) of
holders of Decoma Class A Subordinate Voting Shares to be
held on February 28, 2005. Shareholders are referred to the
Decoma Management Information Circular/ Proxy Statement (the
Circular) dated January 28, 2005 accompanying
this Letter of Transmittal and Cash Election Form.

Capitalized terms used but not defined in this
Letter of Transmittal and Cash Election Form which are defined
in the Circular have the meanings ascribed to them in the
Circular.

In order to receive the Cash Elected
Consideration, each Shareholder must make a Cash Election by
submitting this Letter of Transmittal and Cash Election Form,
properly completed and duly executed, and ensuring that it is
received, together with all share certificates (Share
Certificates) representing Decoma Class A Subordinate
Voting Shares and other required documents, by Computershare
Trust Company of Canada (the Depositary) at one of
the addresses set out at the back of this form prior to
10:00 a.m. (Toronto time) on February 24, 2005 (the
Election Deadline), being 48 hours, excluding
Saturdays, Sunday and holidays, preceding the time of the
Meeting.

Any Shareholder who, in respect of any Decoma
Class A Subordinate Voting Shares held by such Shareholder,
(i) does not deposit with the Depositary a properly
completed and duly executed Letter of Transmittal and Cash
Election Form prior to the Election Deadline or (ii) fails
to complete the Letter of Transmittal and Cash Election Form
making a Cash Election, will be deemed NOT to have made a Cash
Election in respect of such Decoma Class A Subordinate
Voting Shares and will be entitled to receive only Magna
Class A Subordinate Voting Shares as consideration for each
of such Shareholders Decoma Class A Subordinate
Voting Shares.

If the Arrangement is approved and implemented,
Decoma will amalgamate with Magna and on the Effective Date,
Shareholders (other than Magna and Magna Subco and Shareholders
who properly exercise their Dissent Rights as described in the
Circular) will be entitled to receive for each such share:



| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | 0.1453 of a Magna Class A Subordinate Voting
    Share; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (ii) | at the election of the Shareholder, cash (in
    Canadian currency) equal to 0.1453 times the volume-weighted
    average trading price of the Magna Class A Subordinate
    Voting Shares on the Toronto Stock Exchange for the five
    consecutive trading days ending on the last trading day
    immediately preceding the Effective Date (but subject to
    proportionate reduction in the manner described below if the
    aggregate Cash Elected Consideration in respect of all
    Shareholders making a Cash Election exceeds
    Cdn$150 million),



---



##### 



provided that only Shareholders who have properly
completed, duly executed and delivered this Letter of
Transmittal and Cash Election Form, together with all other
required documents, and surrendered their Share Certificates
prior to the Election Deadline will be entitled to receive the
Cash Elected Consideration.

Under the Plan of Arrangement, the aggregate Cash
Elected Consideration receivable by all Shareholders who make a
Cash Election cannot exceed Cdn$150 million. If the aggregate
Cash Elected Consideration (being the Cash Elected Consideration
multiplied by the total number of Cash Consideration Elected
Shares set out in the Letters of Transmittal of all
Shareholders), ignoring any proration, exceeds
Cdn$150 million, the number of Cash Consideration Elected
Shares that any Shareholder will be deemed to hold will be the
number (rounded down to the nearest whole number) equal to the
product of (i) the number of Cash Consideration Elected
Shares of such Shareholder, as set out in this Letter of
Transmittal and Cash Election Form, and (ii) a fraction,
the numerator of which is Cdn$150 million and the
denominator of which is the aggregate Cash Elected
Consideration. The Decoma Class A Subordinate Voting Shares
of any Shareholder that are not Cash Consideration Elected
Shares will be deemed to be Share Consideration Shares.

Shareholders whose Decoma Class A
Subordinate Voting Shares are registered either (a) in the
name of an intermediary such as, among others, a bank, trust
company, securities dealer or broker or the trustee or
administrator of a self-administered RRSP, RRIF, RESP or similar
plan, or (b) in the name of a clearing agency, such as The
Canadian Depository for Securities Limited, of which the
intermediary is a participant, should contact that intermediary
for instructions and assistance in completing this Letter of
Transmittal and Cash Election Form and in delivering such Decoma
Class A Subordinate Voting Shares.

Please read carefully the Circular and the
instructions and information set out below before completing
this Letter of Transmittal and Cash Election Form.



---



##### 



TO:          Magna
International Inc. (Magna)

AND TO:    1265058 Ontario
Inc. (Magna Subco)

AND TO:    Decoma
International Inc. (Decoma)

AND TO:    Computershare
Trust Company of Canada (the Depositary), at its
offices set out herein

In connection with the Arrangement being
considered for approval at the Meeting, the undersigned
registered holder of the Decoma Class A Subordinate Voting
Shares set out below (the Surrendered Shares) hereby
surrenders and delivers to you the enclosed Share Certificate(s)
for such Surrendered Shares in exchange for the Share
Consideration for each Surrendered Share that is a Share
Consideration Share, and in exchange for the Cash Elected
Consideration for each Surrendered Share that is a Cash
Consideration Elected Share, as set out below and in accordance
with the Plan of Arrangement. The following are the details of
the enclosed Share Certificates.

|                                                                    |  |                       |  |                                      
|------------------------------------------------------------------- |  | --------------------- |  | -------------------------------------
|                                                                   
|                                                                   
|                                                                   
|DESCRIPTION OF DECOMA CLASS A SUBORDINATE VOTING SHARES SURRENDERED
|                                                                   
|                                                                   
|Name(s) and Address(es) of                                          |  |                       |  | Number of Decoma Class A             
|Registered Holder(s)                                                |  | Certificate Number(s) |  | Subordinate Voting Shares Surrendered
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |  |                      
|TOTAL:                                                              |  |                       |  |                                      
|                                                                    |  |                       |  |                                      

(Please print or type. If the space provided
is insufficient, please attach a list to this Letter of
Transmittal and Cash Election Form in the above
format.)

The undersigned acknowledges receipt of the
Circular and understands that the following Cash Election, if
any, is subject to the terms, conditions and limitations set out
in the Circular, the Arrangement Agreement, the Plan of
Arrangement and this Letter of Transmittal and Cash Election
Form.

The undersigned covenants, represents and
warrants that: (i) the undersigned, or the person on whose
behalf the Surrendered Shares are being surrendered, is the
owner of the Surrendered Shares; (ii) the Surrendered
Shares are owned free and clear of all mortgages, liens,
charges, encumbrances, security interests and adverse claims;
(iii) the undersigned has full power and authority to
execute and deliver this Letter of Transmittal and Cash Election
Form and to deposit, sell, assign, transfer and deliver the
Surrendered Shares; (iv) the Surrendered Shares have not
been sold, assigned or transferred, nor has any agreement been
entered into to sell, assign or transfer any of the Surrendered
Shares, to any other person; and (v) the surrender of the
Surrendered Shares complies with applicable laws.

The undersigned acknowledges and confirms its
understanding that, pursuant to the Arrangement, if the
undersigned (i) does not deposit with the Depositary a
properly completed and duly executed Letter of Transmittal and
Cash Election Form prior to the Election Deadline or
(ii) fails to complete the Letter of Transmittal and Cash
Election Form making a Cash Election, the undersigned will be
deemed NOT to have made a Cash Election and will receive only
Magna Class A Subordinate Voting Shares as consideration for
each of the undersigneds Decoma Class A Subordinate
Voting Shares.

The undersigned acknowledges that any and all
decisions regarding the compliance or non-compliance by the
undersigned with the Cash Election procedures set out in this
Letter of Transmittal and Cash Election Form, the interpretation
of this Letter of Transmittal and Cash Election Form and the
form, validity and surrender of Share Certificates under this
Letter of Transmittal and Cash Election Form will be made by
Magna and Magna Subco in their sole discretion, and all such
decisions shall be final and binding on the undersigned.



---



##### 



The undersigned revokes any and all authority,
other than as granted in this Letter of Transmittal and Cash
Election Form or a proxy granted for use at the Meeting, whether
as agent, attorney-in-fact, attorney, proxy or otherwise,
previously conferred or agreed to be conferred by the
undersigned at any time with respect to the Surrendered Shares.
No subsequent authority, whether as agent, attorney-in-fact,
attorney, proxy or otherwise will be granted with respect to the
Surrendered Shares. Each authority conferred or agreed to be
conferred by the undersigned in this Letter of Transmittal and
Cash Election Form survives the death or incapacity of the
undersigned and any obligation of the undersigned hereunder is
binding upon the heirs, legal representatives, successors and
assigns of the undersigned.

This Letter of Transmittal and Cash Election Form
and any agreement resulting from this Letter of Transmittal and
Cash Election Form will be construed in accordance with and
governed by the laws of the Province of Ontario and the federal
laws of Canada applicable therein.

By reason of the use by the undersigned of an
English language form of this Letter of Transmittal and Cash
Election Form, the undersigned is deemed to have required that
any contract evidenced by the Arrangement as entered into
through this Letter of Transmittal and Cash Election Form, as
well as all documents related thereto, be drawn exclusively in
the English language. Par lutilisation dune
version anglaise de la présente lettre denvoi et
formule de choix, le soussigné est réputé avoir
demandé que tout contrat attesté par
larrangement, qui est accepté au moyen de la
présente lettre denvoi et formule de choix, de
même que tous les documents qui sy rapportent, soient
rédigés exclusivement en anglais.

The undersigned hereby authorizes and directs
Magna, Magna Subco and the Depositary to cause to be registered
and issued, as applicable, the Magna Class A Subordinate Voting
Shares and/or a cheque in payment of any cash amount to which
the undersigned is entitled as a result of the completion of the
Arrangement, and to deliver or make available for delivery such
share certificates and/or cheque, in accordance with the
instructions given below. If the Arrangement is not completed,
the Share Certificates representing the Surrendered Shares and
all other documents will be returned to the undersigned in
accordance with the instructions given below.



---



##### 







BOX A
 CASH ELECTION
 If you are making a Cash Election in respect
of any of your Decoma Class A Subordinate Voting Shares,
check the appropriate box and, if applicable, indicate the
number of Decoma Class A Subordinate Voting Shares in
respect of which you are making a Cash Election in the space
provided below.  o
    The undersigned hereby elects to receive Cash
    Elected Consideration (in Canadian currency) in respect of ALL
    Decoma Class A Subordinate Voting Shares held by the
    undersigned.o
    The undersigned hereby elects to receive Cash
    Elected Consideration (in Canadian currency) in respect
    of _________________________ Decoma Class A
    Subordinate Voting Shares held by the undersigned.




BOX B
 PAYMENT INSTRUCTIONS
 Issue share certificates representing Magna
Class A Subordinate Voting Shares and/or cheque in the name of:
 (please print or type)
   (Name)
     (Street Address and Number)
   (City and Province or State)
   (Country and Postal (or Zip) Code)
   (Telephone  Business Hours)
   (Taxpayer Identification, Social Insurance or
Social Security Number)




---



##### 







BOX C
 DELIVERY INSTRUCTIONS
 Unless box D is checked, send share certificates representing Magna
Class A Subordinate Voting Shares and/or cheque
to:
 (please print or type)
   (Name)
     (Street Address and Number)
   (City and Province or State)
   (Country and Postal (or Zip) Code)
   (Telephone  Business Hours)
   (Taxpayer Identification, Social Insurance or
Social Security Number)




BOX D
 PICK-UP INSTRUCTIONS
 (Check box if applicable)  o
    Hold share certificate(s) representing Magna
    Class A Subordinate Voting Shares and/or cheque for pick-up
    at the offices of the Depositary where this Letter of
    Transmittal and Cash Election Form is delivered.




BOX E
 Indicate whether or not you are a U.S.
Shareholder or are acting on behalf of a U.S.
Shareholder  o
    The owner signing above represents that it is not
    a U.S. Shareholder and is not acting on behalf of a
    U.S. Shareholder.o
    The owner signing above is a U.S. Shareholder or
    is acting on behalf of a U.S. Shareholder. A U.S. Shareholder is any Shareholder that is
either (1) providing an address in Box B or Box
C that is located within the United States or any
territory or possession thereof or (2) a U.S. person for
United States federal income tax purposes. If you are a U.S. Shareholder or are acting on
behalf of a U.S. Shareholder, then in order to avoid backup
withholding you must complete the Substitute Form W-9
included below or otherwise provide certification that you are
exempt from backup withholding, as provided in the
instructions.




---



##### 







BOX F
 NOTICE OF GUARANTEED DELIVERY
 Complete this Box F if your Decoma
Class A Subordinate Voting Shares are being surrendered
pursuant to a previously delivered Notice of Guaranteed
Delivery.  o
    Check here if your Decoma Class A
    Subordinate Voting Shares are being surrendered pursuant to a
    Notice of Guaranteed Delivery previously sent to the Depositary
    and complete the following: (please print or type)   Name of Registered Holder)
   (Date of Execution of Notice)
   (Window Ticket Number (if any))
   (Name of Institution which Guaranteed Delivery)




---



##### 



Signature guaranteed by (if required under
Instructions 4 and 5):


|                                                |  |                                                                                         
|----------------------------------------------- |  | ----------------------------------------------------------------------------------------
|                                                |  | Dated: -------------------------------------------- ,
    2005                          
|                                               
|                                                |  |                                                                                         
|Authorized Signature of Guarantor               |  | Signature of Shareholder or Authorized
    Representative
    (See Instructions 4 and 6)
|                                               
|                                                |  |                                                                                         
|Name of Guarantor
    (please print or type)    |  | Name of Shareholder
    (please print or type)                                          
|                                               
|                                                |  |                                                                                         
|                                                |  |                                                                                         
|Address of Guarantor
    (please print or type) |  | Name of Authorized Representative, if
    applicable
    (please print or type)         
|                                               
|                                                |  |                                                                                         
|                                                |  | Daytime telephone number of Shareholder or
    Authorized Representative                
|                                               
|                                                |  |                                                                                         
|                                                |  | Daytime facsimile number of Shareholder or
    Authorized Representative                
|                                               
|                                                |  |                                                                                         
|                                                |  | Taxpayer Identification, Social Insurance or
    Social Security Number of Shareholder  
|                                               
|                                                |  | Additional signature for joint
    shareholders,
    if required:                       
|                                               
|                                                |  |                                                                                         
|                                                |  | Signature of Shareholder or Authorized
    Representative
    (See Instructions 4 and 6)
|                                               
|                                                |  |                                                                                         
|                                                |  | Name of Shareholder
    (please print or type)                                          
|                                               
|                                                |  |                                                                                         
|                                                |  | Name of Authorized Representative, if
    applicable
    (please print or type)         



---



##### 



SUBSTITUTE FORM W-9

TO BE COMPLETED BY U.S. SHAREHOLDERS
ONLY

|                                                                                                                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                                                                                                                                                                                                                                   
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                         
|SUBSTITUTE
    FORM W-9
     Department of the Treasury
    Internal Revenue Service
    Request for Taxpayer Identification Number and
    Certification |  | Part 1 Taxpayer Identification Number
    (TIN)  ENTER YOUR TIN IN THE BOX AT
    RIGHT. (For most individuals, this is your social security
    number. If you do not have a TIN, see Obtaining a
    Number in the Guidelines included in this form.) CERTIFY
    BY SIGNING AND DATING BELOW.Note:If the account is in more than one name, see the
    chart in the Guidelines to determine which number to give the
    payer. |  | ---------------------------------------
    Social Security Number(s)
    (If awaiting TIN, write
    Applied For)OR---------------------------------------
    Employer Identification Number(s)
    (If awaiting TIN,
    write Applied For)
|                                                                                                                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | 
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | 
| |  | Part 2 For payees exempt from backup
    withholding, please write exempt here (see
    Instructions):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | Part 3  Certification
    Under penalties of
    perjury, I certify that:
    (1) The number shown on this form is my correct TIN (or I
    am waiting for a TIN to be issued to me); and
    (2) I am not subject to backup withholding because
    (a) I am exempt from backup withholding, (b) I have
    not been notified by the Internal Revenue Service
    (IRS) that I am subject to backup withholding as a
    result of a failure to report all interest or dividends, or
    (c) the IRS has notified me that I am no longer subject to
    backup withholding; and
    (3) I am a U.S. person (including a U.S. resident alien).
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | Certification Instructions.You must cross out Item (2) above
    if you have been notified by the IRS that you are currently
    subject to backup withholding because you have failed to report
    all interest and dividends on your tax return.                                                                                                                                                                                                                                                                                                                                                                                               
| |  | Signature of U.S.
    person    Date --------------------,
    2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|

NOTE:     Failure to
furnish your correct TIN may result in a $50 penalty imposed by
the Internal Revenue Service and in backup withholding of 28% of
the gross amount of consideration paid to you (whether in cash
and/or Magna Class A Subordinate Voting Shares) pursuant to
the Arrangement. For additional details, please review the
Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 that follow the
instructions accompanying this Letter of Transmittal and Cash
Election Form.

You must complete the following certificate if
you wrote Applied For in Part 1 of Substitute
Form W-9.

CERTIFICATION OF AWAITING TAXPAYER
IDENTIFICATION NUMBER I certify under penalties of perjury that a
taxpayer identification number has not been issued to me, and
either (a) I have mailed or delivered an application to
receive a taxpayer identification number to the appropriate IRS
Center or Social Security Administration Office or (b) I
intend to mail or deliver an application in the near future. I
understand that if I do not provide a TIN by the time of
payment, 28% of the gross proceeds of such payment may be
withheld. Signature ______________________________  Date _________________________ ,
2005




---



##### 



INSTRUCTIONS

Please use the enclosed envelope, addressed to
the Depositary, to return this Letter of Transmittal and Cash
Election Form. Be sure to enclose all your Share Certificates
with your completed Letter of Transmittal and Cash Election Form
unless you have lost your Share Certificates (see
Instruction 9) or have submitted your Decoma Class A
Subordinate Voting Shares by guaranteed delivery (see
Instruction 2).



|   |                                                        
|-- | -------------------------------------------------------
|1. | Use of Letter of Transmittal and Cash Election
    Form



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Shareholders should read the accompanying
    Circular prior to completing this Letter of Transmittal and Cash
    Election Form.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (b) | This Letter of Transmittal and Cash Election Form
    duly completed and executed together with accompanying Share
    Certificates must be sent or delivered to the Depositary at one
    of the addresses set out at the back of this form.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (c) | In order to be eligible to receive the Cash
    Elected Consideration, the Shareholder must make a valid Cash
    Election by submitting this Letter of Transmittal and Cash
    Election Form, properly completed and duly executed, and
    ensuring that it is received, together with all surrendered
    Share Certificates and other required documents, by the
    Depositary at one of the addresses set out at the back of this
    form prior to the Election Deadline.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (d) | A Shareholder may make a Cash Election in respect
    of all or a portion (provided such portion is a whole number of
    Decoma Class A Subordinate Voting Shares) of such
    Shareholders Decoma Class A Subordinate Voting Shares
    that are covered by this Letter of Transmittal and Cash Election
    Form. A Shareholder that wishes to make a Cash Election with
    respect to all or a portion of such Shareholders Decoma
    Class A Subordinate Voting Shares should check the
    applicable box in Box A on page 4 of this
    Letter of Transmittal and Cash Election Form and indicate, if
    not all of such shares, the number of Decoma Class A
    Subordinate Voting Shares in respect of which such Cash Election
    is being made in the blank space provided in Box A.                                                                                                                                                            
|
| | (e) | Any Shareholder who, in respect of any Decoma
    Class A Subordinate Voting Shares held by such Shareholder,
    (i) does not deposit with the Depositary a properly
    completed and duly executed Letter of Transmittal and Cash
    Election Form prior to the Election Deadline or (ii) fails
    to complete the Letter of Transmittal and Cash Election Form
    making a Cash Election, will be deemed NOT to have made a Cash
    Election in respect of such Decoma Class A Subordinate
    Voting Shares and will receive only Magna Class A
    Subordinate Voting Shares as consideration for each of such
    Shareholders Decoma Class A Subordinate Voting Shares.                                                                                                                                                                                                                                                                                  
|
| | (f) | The method of delivery of Share Certificates, the
    Letter of Transmittal and Cash Election Form and all other
    required documents is at the option and risk of the Shareholder
    surrendering them and delivery will be deemed to be effective
    only when this Letter of Transmittal and Cash Election Form is
    actually received by the Depositary. It is recommended that such
    documents be delivered by hand to the Depositary at the relevant
    offices set out at the back of this form, and a receipt be
    obtained therefor or, if mailed, that registered mail, with
    return receipt requested, be used and that proper insurance be
    obtained. Shareholders holding Decoma Class A Subordinate
    Voting Shares which are registered in the name of a broker,
    investment dealer, bank, trust company or other Intermediary
    must contact their Intermediary to arrange for the surrender of
    their Share Certificates.



|   |                                  
|-- | ---------------------------------
|2. | Procedure for Guaranteed Delivery

Any Shareholder who wishes, in respect of any
Decoma Class A Subordinate Voting Shares held by such
Shareholder, to make a Cash Election but whose Share
Certificates representing such shares are not available prior to
the Election Deadline, or who is unable to deliver all other
required documents to the Depositary prior to the Election
Deadline, may nevertheless surrender such shares and make a Cash
Election provided that all of the following conditions are met:



| |     |                                                                                                                                                                                                                                                                                                                                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | the surrender of the holders Decoma
    Class A Subordinate Voting Shares is made by or through an
    Eligible Institution (as defined below);                                                                                                                                                                                              
|
| | (b) | a Notice of Guaranteed Delivery (which is printed
    on green paper) in the form accompanying the Circular, or an
    originally executed facsimile copy thereof, properly completed
    and duly executed, including a guarantee by an Eligible
    Institution in the form set out in the Notice of Guaranteed
    Delivery, is received by



---



##### 



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | the Depositary at one of the addresses or the fax
    number set out in the Notice of Guaranteed Delivery prior to the
    Election Deadline; and                                                                                                                                                                                                                                                                                                                                                                           
|
| | (c) | the Share Certificate(s) representing the
    Surrendered Shares, together with this Letter of Transmittal and
    Cash Election Form, properly completed and duly executed with
    any required signature guarantees, covering the Surrendered
    Shares and all other documents required by this Letter of
    Transmittal and Cash Election Form, are received by the
    Depositary prior to 10:00 a.m. (Toronto time) on the third
    trading day on the Toronto Stock Exchange following the Election
    Deadline.

The Notice of Guaranteed Delivery may be
delivered by hand or transmitted by facsimile or mail to the
Depositary at one of the addresses or the fax number set out in
the Notice of Guaranteed Delivery and must include a guarantee
by an Eligible Institution in the form set out in the Notice of
Guaranteed Delivery. Delivery of the Notice of Guaranteed
Delivery and this Letter of Transmittal and Cash Election Form
and accompanying Share Certificates to any office other than the
offices of the Depositary does not constitute delivery for the
purposes of satisfying a guaranteed delivery.

An Eligible Institution means a
Canadian Schedule I chartered bank, a major trust company
in Canada, a member of the Securities Transfer Agents Medallion
Program (STAMP), a member of the Stock Exchange Medallion
Program (SEMP), a member of the New York Stock Exchange, Inc.
Medallion Signature Program (MSP), or an institution that is
otherwise an eligible guarantor institution (as such
term is defined in Rule 17Ad-15 under the U.S.
Securities Exchange Act of 1934).



|   |                  
|-- | -----------------
|3. | Fractional Shares

No fractional Magna Class A Subordinate
Voting Shares will be issued in connection with the Arrangement.
Where a Shareholder is to receive Share Consideration and the
aggregate number of Magna Class A Subordinate Voting Shares
to be issued to such Shareholder would otherwise include a
fraction of a Magna Class A Subordinate Voting Share, such
Shareholder will receive, in lieu of such fractional share, a
cash payment equal to the fraction of a Magna Class A
Subordinate Voting Share otherwise issuable multiplied by the
Average Market Price.



|   |           
|-- | ----------
|4. | Signatures

This Letter of Transmittal and Cash Election
Form must be completed and signed by the registered holder of
the Surrendered Shares or by such holders duly authorized
representative (in accordance with Instruction 6).



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | If this Letter of Transmittal and Cash Election
    Form is signed by the registered owner(s) of the accompanying
    Share Certificate(s), such signature(s) on this Letter of
    Transmittal and Cash Election Form must correspond with the
    name(s) as registered or as written on the face of such Share
    Certificate(s) without any change whatsoever, and the Share
    Certificate(s) need not be endorsed. If such Share
    Certificate(s) are owned of record by two or more joint owners,
    all such owners must sign this Letter of Transmittal and Cash
    Election Form.
|
| | (b) | If this Letter of Transmittal and Cash Election
    Form is signed by a person other than the registered owner(s) of
    the accompanying Share Certificate(s), or if a cheque is to be
    issued to a person other than the registered owner(s):                                                                                                                                                                                                                                                                                                                                               



| |      |                                                                                                                                                                                                                                                                         
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | such surrendered Share Certificate(s) must be
    endorsed or accompanied by an appropriate share transfer power
    of attorney duly and properly completed by the registered
    owner(s); and                                                                        
|
| | (ii) | the signature(s) on such endorsement or share
    transfer power of attorney must correspond exactly to the
    name(s) of the registered owner(s) as registered or as appearing
    on the Share Certificate(s) and must be guaranteed as set out in
    Instruction 5.



|   |                        
|-- | -----------------------
|5. | Guarantee of Signatures

If this Letter of Transmittal and Cash Election
Form is signed by a person other than the registered owner(s) of
the Surrendered Shares or if payment is to be issued in the name
of or sent to a person other than the registered owner(s) of the
Surrendered Shares, such signature must be guaranteed by an
Eligible Institution (except that no guarantee is required if
the signature is that of an Eligible Institution).



---



##### 





|   |                                                    
|-- | ---------------------------------------------------
|6. | Fiduciaries, Representatives and
    Authorizations

Where this Letter of Transmittal and Cash
Election Form is executed by a person acting as an executor,
administrator, trustee or guardian, or on behalf of a
corporation, partnership or association or is executed by any
other person acting in a representative capacity, such person
should so indicate when signing and this Letter of Transmittal
and Cash Election Form must be accompanied by satisfactory
evidence of the authority to act. Any of Decoma, Magna, Magna
Subco or the Depositary, at its discretion, may require
additional evidence of authority or additional documentation.



|   |                                  
|-- | ---------------------------------
|7. | Payment and Delivery Instructions

All certificate(s) or cheque(s) to be issued in
exchange for the Surrendered Shares will be issued in the name
of the person indicated in Box B and delivered to
the address indicated in Box C (unless Box
D has been checked). If any certificate(s) or
cheque(s) are to be held for pick-up at the offices of the
Depositary, complete Box D. If neither Box
B nor Box C is completed, any new
certificate(s) or cheque(s) issued in exchange for the
Surrendered Shares will be issued in the name of the registered
holder of the Surrendered Shares and will be mailed to the
address of the registered holder of the Surrendered Shares as it
appears on the registers of Decoma.

8.   U.S. Shareholders and
Substitute Form W-9

United States federal income tax law generally
requires that a U.S. Shareholder who receives cash and/or Magna
Class A Subordinate Voting Shares in exchange for Decoma
Class A Subordinate Voting Shares provide the Depositary
with his correct Taxpayer Identification Number
(TIN), which, in the case of a holder of Decoma
Class A Subordinate Voting Shares who is an individual, is
generally the individuals social security number. If the
Depositary is not provided with the correct TIN or an adequate
basis for an exemption, such holder may be subject to penalties
imposed by the Internal Revenue Service and backup withholding
in an amount equal to 28% of the gross proceeds of any payment
received (in cash and/or Magna Class A Subordinate Voting
Shares) hereunder. In the event the backup withholding amount
with respect to the holder of Decoma Class A Subordinate
Voting Shares exceeds the amount of cash otherwise payable to
such holder hereunder, Magna and the Depositary will be
permitted to sell sufficient Magna Class A Subordinate
Voting Shares otherwise deliverable to such holder, to permit
the appropriate backup withholding amount to be remitted to the
Internal Revenue Service. If withholding results in an
overpayment of taxes, a refund may be obtained by the holder
from the Internal Revenue Service.

To prevent backup withholding, each U.S.
Shareholder must provide his correct TIN by completing the
Substitute Form W-9 set out in this document, which
requires such holder to certify under penalty of perjury:
(1) that the TIN provided is correct (or that such holder
is awaiting a TIN); (2) that (i) the holder is exempt
from backup withholding; (ii) the holder has not been
notified by the Internal Revenue Service that he is subject to
backup withholding as a result of a failure to report all
interest or dividends; or (iii) the Internal Revenue
Service has notified the holder that he is no longer subject to
backup withholding; and (3) that the holder is a U.S. person
(including a U.S. resident alien).

Exempt holders (including, among others, all
corporations) are not subject to backup withholding
requirements. To prevent possible erroneous backup withholding,
an exempt holder must enter its correct TIN in Part 1 of
Substitute Form W-9, write Exempt in Part 2 of
such form, and sign and date the form. For additional
instructions see the Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9
(the W-9 Guidelines) that follow these instructions.

If Decoma Class A Subordinate Voting Shares
are held in more than one name or are not in the name of the
actual owner, consult the W-9 Guidelines for information on
which TIN to report.

If a U.S. Shareholder does not have a TIN, such
holder should: (i) consult the W-9 Guidelines for instructions
on applying for a TIN; (ii) write Applied For in the
space for the TIN in Part 1 of the Substitute Form W-9; and
(iii) sign and date the Substitute Form W-9 and the
Certificate of Awaiting Taxpayer Identification Number set out
in this document. In such case, the Depositary may withhold 28%
of the gross proceeds of any payment made (in cash and/or Magna
Class A Subordinate Voting Shares) to such holder prior to
the time a properly certified TIN is provided to the Depositary,
and if the Depositary is not provided with a TIN within sixty
(60) days, such amounts will be paid over to the Internal
Revenue Service.

If the Substitute Form W-9 is not
applicable to a U.S. Shareholder because such holder is not a
U.S. person for United States federal income tax purposes, such
holder will instead need to submit an appropriate and properly



---



##### 



completed IRS Form W-8 Certificate of
Foreign Status, signed under penalty of perjury. An appropriate
IRS Form W-8 (W-8BEN, W-8EXP or other form) may be obtained
from the Depositary.


A U.S. SHAREHOLDER WHO FAILS TO PROPERLY
COMPLETE THE SUBSTITUTE FORM W-9 SET OUT IN THIS LETTER OF
TRANSMITTAL AND CASH ELECTION FORM OR, IF APPLICABLE, THE
APPROPRIATE IRS FORM W-8 MAY BE SUBJECT TO BACKUP WITHHOLDING OF
28% OF THE GROSS PROCEEDS OF ANY PAYMENTS (IN CASH AND/ OR MAGNA
CLASS A SUBORDINATE VOTING SHARES) MADE TO SUCH HOLDER PURSUANT
TO THE ARRANGEMENT.

9.   Lost
Certificates

A Shareholder who has lost or misplaced its
Share Certificates should complete this Letter of Transmittal
and Cash Election Form as fully as possible and forward it,
together with a letter explaining the loss or misplacement, to
the Depositary at one of the addresses set out at the back of
this form. The Depositary will assist in making arrangements for
the necessary affidavit (which may include a bonding
requirement) for payment of the Share Consideration or the Cash
Elected Consideration, as applicable, in accordance with the
Arrangement.

10. Miscellaneous



| |     |                                                                                                                                                                                                                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | If the space on this Letter of Transmittal and
    Cash Election Form is insufficient to list all certificates for
    Surrendered Shares, additional certificate numbers and number of
    Surrendered Shares may be included on a separate signed list
    attached to this Letter of Transmittal and Cash Election Form.



| |     |                                                                                                                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | If Surrendered Shares are registered in different
    forms (for example, John Doe and J.
    Doe), a separate Letter of Transmittal and Cash Election
    Form should be signed for each different registration.



| |     |                                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------
| | (c) | No alternative, conditional or contingent
    surrenders of Decoma Class A Subordinate Voting Shares will
    be accepted.



| |     |                                                                                                                                                                                                                                     
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) | Additional copies of the Circular, this Letter of
    Transmittal and Cash Election Form and the Notice of Guaranteed
    Delivery may be obtained from the Depositary at any of the
    addresses set out at the back of this form.



| |     |                                                                                                                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e) | Magna and Magna Subco reserve the right, in their
    sole discretion, to instruct the Depositary to waive any defect
    or irregularity contained in this Letter of Transmittal and Cash
    Election Form.



---



##### 



FOR U.S. SHAREHOLDERS ONLY

GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER

ON SUBSTITUTE FORM W-9


Guidelines for Determining the Proper
Identification Number for the Payee (You)

To Give the Payer Social security numbers have
nine digits separated by two hyphens: i.e., 000-00-0000.
Employee identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help
determine the number to give the payer. All Section
references are to the Internal Revenue Code of 1986, as amended.
IRS is the Internal Revenue Service.

|                                                                                                                                                                                                          |  |                                                                                                 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                         
|                                                                                                                                                                                                         
|For This Type Of Account:                                                                                                                                                                                 |  | Give The Taxpayer Identification                                                                
|                                                                                                                                                                                                         
|                                                                                                                                                                                                         
|1.    Individual                                                                                                                                                                                          |  | The individual                                                                                  
|2.    Two or more individuals
    (joint account)                                                                                                                                                         |  | The actual owner of the account or, if combined
    fund, the first individual on the account(1)
|3.    Custodian account of a
    minor (Uniform Gift to Minors Act)                                                                                                                                       |  | The minor(2)                                                                                    
|4.a.  The usual revocable savings trust
    account (grantor is also trustee)                                                                                                                             |  | The grantor-trustee(1)                                                                          
|b.    So-called trust that is
    not a legal or valid trust under state law                                                                                                                              |  | The actual owner(1)                                                                             
|5.    Sole proprietorship                                                                                                                                                                                 |  | The owner(3)                                                                                    
|6.    A valid trust, estate,
    or pension trust                                                                                                                                                         |  | The legal entity(4)                                                                             
|7.    Corporate                                                                                                                                                                                           |  | The corporation                                                                                 
|8.    Association, club,
    religious, charitable, educational, or other tax-exempt
    organization account                                                                                             |  | The organization                                                                                
|9.    Partnership                                                                                                                                                                                         |  | The partnership                                                                                 
|10.   A broker or registered
    nominee                                                                                                                                                                  |  | The broker or nominee                                                                           
|11.   Account with the Department
    of Agriculture in the name of a public entity (such as a state
    or local government, school district, or prison) that receives
    agricultural program payments |  | The public entity                                                                               
|                                                                                                                                                                                                         



|    |                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | List first and circle the name of the person
    whose number you furnish. If only one person on a joint account
    has a social security number, that persons number must be
    furnished.                                                                   
|   
|(2) | Circle the minors name and furnish the
    minors social security number.                                                                                                                                                                                      
|   
|(3) | You must show your individual name, but you may
    also enter your business or doing business as name.
    You may use either your social security number or your employer
    identification number (if you have one).                                       
|   
|(4) | List first and circle the name of the legal
    trust, estate, or pension trust. (Do not furnish the taxpayer
    identification number of the personal representative or trustee
    unless the legal entity itself is not designated in the account
    title.)



|      |                                                                                                                                   
|----- | ----------------------------------------------------------------------------------------------------------------------------------
|NOTE: | If no name is circled when there is more than one
    name, the number will be considered to be that of the first name
    listed.

OBTAINING A NUMBER

If you dont have a taxpayer identification
number or you dont know your number, obtain
Form SS-5, Application for a Social Security Card, at the
local Social Administration office, or Form SS-4,
Application for Employer Identification Number, by calling
1 (800) TAX-FORM, and apply for a number.

PAYEES EXEMPT FROM BACKUP
WITHHOLDING

Payees specifically exempted from withholding
include:



| |      |                                                                                                                                                                                                                          
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | An organization exempt from tax under
    Section 501(a), an individual retirement account (IRA), or
    a custodial account under Section 403(b)(7), if the account
    satisfies the requirements of Section 401(f)(2).
|
| | (ii) | The United States or a state thereof, the
    District of Columbia, a possession of the United States, or a
    political subdivision or wholly-owned agency or instrumentality
    of any one or more of the foregoing. 



---



##### 





| |       |                                                                                           
| | ----- | ------------------------------------------------------------------------------------------
| | (iii) | An international organization or any agency or
    instrumentality thereof.               
|
| | (iv)  | A foreign government and any political
    subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding
include:



| |        |                                                                                                                                                         
| | ------ | --------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)    | A corporation.                                                                                                                                          
|
| | (ii)   | A financial institution.                                                                                                                                
|
| | (iii)  | A dealer in securities or commodities required to
    register in the United States, the District of Columbia, or a
    possession of the United States.
|
| | (iv)   | A real estate investment trust.                                                                                                                         
|
| | (v)    | A common trust fund operated by a bank under
    Section 584(a).                                                                                        
|
| | (vi)   | An entity registered at all times during the tax
    year under the Investment Company Act of 1940.                                                     
|
| | (vii)  | A middleman known in the investment community as
    a nominee or custodian.                                                                            
|
| | (viii) | A futures commission merchant registered with the
    Commodity Futures Trading Commission.                                                             
|
| | (ix)   | A foreign central bank of issue.                                                                                                                        
|
| | (x)    | A trust exempt from tax under Section 664 or
    described in Section 4947.                                                                             

Payments of dividends and patronage dividends
generally exempt from backup withholding include:



| |       |                                                                                                                                               
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | Payments to nonresident aliens subject to
    withholding under Section 1441.                                                                 
|
| | (ii)  | Payments to partnerships not engaged in a trade
    or business in the United States and that have at least one
    nonresident alien partner.
|
| | (iii) | Payments of patronage dividends not paid in money.                                                                                            
|
| | (iv)  | Payments made by certain foreign organizations.                                                                                               
|
| | (v)   | Section 404(k) payments made by an ESOP.                                                                                                      

Payments of interest generally exempt from backup
withholding include:



| |     |                                                                                                                                                                                                                                           
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) | Payments of interest on obligations issued by
    individuals. Note: You may be subject to backup withholding if
    this interest is $600 or more and you have not provided your
    correct taxpayer identification number to the payer.



| |       |                                                                                             
| | ----- | --------------------------------------------------------------------------------------------
| | (ii)  | Payments of tax-exempt interest (including
    exempt-interest dividends under Section 852).
|
| | (iii) | Payments described in Section 6049(b)(5) to
    nonresident aliens.                         
|
| | (iv)  | Payments on tax-free covenant bonds under
    Section 1451.                                 
|
| | (v)   | Payments made by certain foreign organizations.                                             
|
| | (vi)  | Mortgage interest paid to you.                                                              

Certain payments, other than payments of
interest, dividends, and patronage dividends, that are exempt
from information reporting are also exempt from backup
withholding. For details, see the regulations under
sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and
6050N.

Exempt payees described above must file a
Substitute Form W-9 included in this Letter of Transmittal
and Cash Election Form to avoid possible erroneous backup
withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, WRITE EXEMPT IN
PART 2 OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO
THE PAYER.

PRIVACY ACT NOTICE  Section 6109
requires you to provide your correct taxpayer identification
number to payers, who must report the payments to the IRS. The
IRS uses the number for identification purposes and may also
provide this information to various government agencies for tax
enforcement or litigation purposes. Payers must be given the
numbers whether or not recipients are required to file tax
returns. Payers must generally withhold 28% of taxable interest,
dividend, and certain other payments to a payee who does not
furnish a taxpayer identification number to payer. Certain
penalties may also apply.

PENALTIES



|    |                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Failure to Furnish Taxpayer Identification
    Number. If you fail to
    furnish your taxpayer identification number to a payer, you are
    subject to a penalty of $50 for each such failure unless your
    failure is due to reasonable cause and not to willful neglect.
|   
|(2) | Civil Penalty for False Information With
    Respect to Withholding. If
    you make a false statement with no reasonable basis that results
    in no backup withholding, you are subject to a $500 penalty.                                                                 
|   
|(3) | Criminal Penalty for Falsifying
    Information. Willfully
    falsifying certifications or affirmations may subject you to
    criminal penalties including fines and/or imprisonment.                                                                                       



---



##### 



Delivery Addresses of the Depositary
are:

COMPUTERSHARE TRUST COMPANY OF
CANADA

|                                                                                                                                           |  |                                                                                                                                            |  |                                                                                                                                                    
|------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|By Ordinary Mail                                                                                                                           |  | By Registered Mail,
    Hand Delivery or Courier                                                                                           |  | To U.S. Forwarding Agent by
    Hand Delivery or Courier                                                                                           
|Computershare Trust Company of Canada
    P.O. Box 7021
    31 Adelaide St. E
    Toronto, Ontario
    M5C 3H2
    Attn: Corporate Actions |  | Computershare Trust Company of Canada
    100 University Avenue
    9th Floor
    Toronto, Ontario
    M5J 2Y1
    Attn: Corporate Actions |  | Computershare Trust Company of New York
    Wall Street Plaza
    88 Pine Street, 19th Floor
    New York, NY
    10005
    Attn: Corporate Actions

Toll Free: 1-800-564-6253

E-Mail: service@computershare.com


Delivery of the Letter of Transmittal and
Cash Election Form to an address other than those set out above
will not constitute a valid delivery to the
Depositary.