Supplemental Savings Plan

ACCURIDE CORPORATION



SUPPLEMENTAL SAVINGS PLAN



(As amended and restated effective January 1, 2003)



ARTICLE I

PREAMBLE



Accuride Corporation (the "Company") previously adopted the Accuride Corporation Supplemental Savings Plan (the "Plan"), effective January 1, 1998. The Company now wishes to amend and restate the Plan, effective January 1, 2003, to eliminate the Company contribution features of the Plan and to provide for the distribution of any amounts previously allocated to the Employer Contributions Accounts. With this amendment and restatement, the Company also makes certain other changes to the Plan.



The purpose of the Plan is to provide a select group of management or highly compensated employees of the Company and certain of its affiliates with the opportunity to defer a portion of their compensation. As a result, the Plan shall be considered to be a "top hat plan", exempt from many of the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). This Plan is not intended to "qualify" for favorable tax treatment pursuant to Section 401(a) of the Internal Revenue Code of 1986 (the "Code") or any successor section or statute.



ARTICLE II

DEFINITIONS





2.1 DEFINITIONS .



When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not begin a sentence, the word or phrase shall generally be a term defined in this Section 2.1 or in the Preamble. The following words and phrases used in the Plan with the initial letter capitalized shall have the meanings set forth in this Section 2.1, unless a clearly different meaning is required by the context in which the word or phrase is used:



(a) " Account " or " Accounts " means the accounts which may be maintained by the Plan Administrator to reflect the interest of a Participant under the Plan.



(b) " Affiliate " means (1) a corporation which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as is the Company, (2) any other trade or business (whether or not incorporated) controlling, controlled by, or under common control with the Company (within the meaning of Section 414(c) of the Code), and (3) any other corporation, partnership, or other organization which is a member of an affiliated service group (within the meaning of Section 414(m) of the Code) with the Company or which is otherwise required to be aggregated with the Company pursuant to Section 414(o) of the Code.








(c) " Base Salary " means the total regular salary paid by an Employer to a Participant during the Plan Year, determined prior to any deferrals made by the Employee under this Plan, the Savings Plan or a cafeteria plan within the meaning of Code Section 125. "Base Salary" excludes commissions, bonuses, overtime, living or other allowances, contributions by an Employer under this Plan or any other employee benefit plan of the Employer or other extra, incentive, premium, contingent, supplemental, or additional compensation, all as determined and defined by the Plan Administrator in the exercise of its discretion.



(d) " Beneficiary " means the person or trust that a Participant, in his most recent written designation filed with the Plan Administrator, shall have designated to receive his Accounts under the Plan in the event of his death.



(e) " Board of Directors " means the Board of Directors of the Company.



(f) " Cash Balance Contributions Account " means the Account maintained to record the "Cash Balance Contributions", if any, made by an Employer on behalf of a Participant pursuant to the provisions of this Plan as in effect prior to the adoption of this amended and restated Plan document.



(g) " Change of Control " For purposes of this Plan, a "Change of Control" shall be deemed to have taken place at the time: (1) when any "person" or "group" of persons (as such terms are used in Sections 13 and 14 of the Securities Exchange Act of 1934, as amended from time to time (the "Exchange Act")), other than the Company or any employee benefit plan sponsored by the Company, becomes the "beneficial owner" (as such term is used in Section 13 of the Exchange Act) of 25% or more of the total number of the Company92s common shares at the time outstanding; (2) of the approval by the vote of the Company92s stockholders holding at least 50% (or such greater percentage as may be required by the Certificate of Incorporation or By-Laws of the Company or by law) of the voting stock of the Company of any merger, consolidation, sale of assets, liquidation or reorganization in which the Company will not survive as a separate entity, provided, that if a merger or consolidation would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent, either by remaining outstanding or by being converted into voting securities of the surviving entity, at least 75% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, the merger or consolidation will be disregarded; or (3) when the individuals who, at the beginning of any period of two years or less, constituted the Board of Directors of the Company cease, for any reason, to constitute at least a majority thereof, unless the election or nomination for election of each new director was approved by the vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period.



(h) " Compensation " means the sum of a Participant92s Base Salary and Incentive Compensation. A Participant92s Retirement Allowance will be disregarded.



(i) " Deferral Contributions " means the Regular and Special Purpose Deferral Contributions made by a Participant pursuant to Section 4.1.



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(j) " Deferral Contributions Account " means the Account maintained to record the Deferral Contributions made by a Participant pursuant to Section 4.1. The Deferral Contributions Account shall be divided into as many subaccounts as the Plan Administrator deems necessary to distinguish between the different types of Deferral Contributions and the dates on which they are to be distributed.



(k) " Disability " For purposes of this Plan, a Participant shall be conclusively presumed to be under Disability only during the period of time that the Participant qualifies to receive, without considering any offsets, long-term disability payments under his Employer92s Long Term Disability Insurance Plan.



(l) " Distribution Date " means the date or dates selected by the Participant and agreed to by the Plan Administrator on the form prescribed by the Plan Administrator as the date or dates on which the Participant92s Special Purpose Deferral Contributions are to be distributed to the Participant.



(m) " Employee " means any individual classified by his Employer as a common law employee of the Employer. For this purpose, the classification that is relevant is the classification in which such individual is placed by the Employer for purposes of this Plan and the classification of such individual for any other purpose (e.g., employment tax or withholding purposes) shall be irrelevant. If an individual is characterized as a common law employee of the Employer by a governmental agency or court but not by the Employer, such individual shall be treated as an employee who has not been designated for participation in this Plan.



(n) " Employer " means the Company and any Affiliate that has adopted this Plan pursuant to Section 3.5.



(o) " Employer Contributions Accounts " means the Cash Balance Contributions Account, the Profit Sharing Contributions Account and the Matching Contributions Account maintained for a Participant.



(p) " Incentive Compensation " means the amount awarded to any Participant in any year under the Accuride Corporation Annual Incentive Compensation Plan or under any other incentive or bonus program adopted by his Employer.



(q) " Investment Fund " means the investment fund or funds established by the Plan Administrator pursuant to Section 6.3.



(r) " Matching Contributions Account " means the Account maintained to record the "Matching Contributions", if any, made by an Employer on behalf of a Participant pursuant to the provisions of this Plan as in effect prior to the adoption of this amended and restated Plan document.



(s) " Normal Retirement Age " shall have the same meaning as provided under the Retirement Plan.



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(t) " Participant " means any Employee selected for participation pursuant to Section 3.1. Depending on the context, the term Participant also may refer to a current or former Employee who no longer is making contributions to the Plan but who has not received a distribution of all amounts to which he is entitled.



(u) " Plan Administrator " means the Company, but the Company may carry out some or all of its responsibilities under the Plan in accordance with Section 9.3.



(v) " Plan Year " means the 12 month period beginning on each January 1 and ending on the next following December 31.



(w) " Profit Sharing Contributions Account " means the Account maintained to record the "Profit Sharing Contributions" made on behalf of a Participant pursuant to the provisions of this Plan as in effect prior to the adoption of this amended and restated Plan document.



(x) " Regular Deferral Contribution " means a Deferral Contribution that may only be distributed following a Participant92s termination of employment.



(y) " Retirement Allowance " with respect to any calendar year means the amount a Participant is entitled to receive in accordance with the terms of the Company92s Retirement Allowance Policy, as in effect and amended from time to time.



(z) " Retirement Plan " means the Accuride Retirement Plan, as in effect and amended from time to time. The Retirement Plan was formerly known as the Accuride Cash Balance Pension Plan.



(aa) " Savings Plan " means the Accuride Employee Savings Plan, as in effect and amended from time to time.



(bb) " Special Purpose Deferral Contribution " means a Deferral Contribution that will become distributable upon a Distribution Date designated by the Participant on the form prescribed by the Plan Administrator.



(cc) " Trust Agreement " means that certain trust agreement established pursuant to the Plan between the Company and the Trustee or any trust agreement hereafter established, the provisions of which are incorporated herein by reference.



(dd) " Trustee " means the Trustee under the Trust Agreement.



(ee) " Trust Fund " means all assets of whatsoever kind or nature held from time to time by the Trustee pursuant to the Trust Agreement, without distinction as to income and principal and without regard to source, (i.e., Employer or Participant contributions, earnings or forfeitures).



(ff) " Valuation Date " means each day on which the New York Stock Exchange is open for trading.



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2.2 CONSTRUCTION .



The masculine gender, where appearing in the Plan, shall include the feminine gender (and vice versa), and the singular shall include the plural, unless the context clearly indicates to the contrary. Headings and subheadings are for the purpose of reference only and are not to be considered in the construction of this Plan. If any provision of this Plan is determined to be for any reason invalid or unenforceable, the remaining provisions shall continue in full force and effect. All of the provisions of this Plan shall be construed and enforced in accordance with the laws of the State of Indiana, to the extent not preempted by ERISA.



ARTICLE III

ELIGIBILITY





3.1 SELECTION OF PARTICIPANTS .



(a) GENERAL RULE . For purposes of Title I of ERISA, the Plan is intended to be an unfunded plan of deferred compensation covering a select group of management or highly compensated employees. As a result, participation in the Plan shall be limited to Employees who are properly included in one or both of these categories. From such group, the Plan Administrator shall select Employees for participation in the Plan. The Plan Administrator92s selections shall be made in its discretion and shall be final and binding for all purposes under this Plan.



(b) NO WAITING PERIODS . A Participant need not complete any particular period of service in order to be eligible to make Deferral Contributions.



(c) LIMITATION OF PARTICIPATION . The Plan Administrator, in the exercise of its discretion, may exclude an Employee who otherwise meets the requirements of this Section 3.1 from participation in the Plan.





3.2 PARTICIPATION ELECTIONS.



Each Participant shall make an election to participate in the Plan on such form or forms and at such time as the Plan Administrator shall require. In the election, the Participant shall select the amount or rate of Deferral Contributions to be made for the following Plan Year and shall characterize the Deferral Contributions as either Regular or Special Purpose Deferral Contributions. If Special Purpose Deferral Contributions are being made, the Participant also shall select a Distribution Date or Distribution Dates for such Contributions. If Regular Deferral Contributions are being made, the Participant shall select the manner in which distributions are to be made from the Participant92s Accounts and whether distributions are to commence immediately following the Participant92s termination of employment or whether they are to be postponed until the later of termination of employment or a specified date. If the Participant elects to make any type of Deferral Contributions, the Participant shall authorize the reduction of the Participant92 s Compensation in an amount equal to his Deferral Contributions. The election



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form or forms also may set forth such other information as the Plan Administrator shall require. If a Participant92s initial election form is executed and delivered within 30 days of the day on which the Participant is notified that he is eligible to participate in the Plan, the Participant92s Deferral Contributions may be determined with reference to Compensation earned on or after the first day of the first full payroll period next following receipt of the election form by the Plan Administrator or as of such other uniform date (not earlier than the first day of the next full payroll period) as may be designated by the Plan Administrator. If the Participant does not execute and deliver an initial election form within the initial 30 day period, the Participant92s Deferral Contributions may be determined with reference to Compensation earned on or after the first day of the first payroll period in any later Plan Year if the Participant executes and delivers the appropriate form or forms to the Plan Administrator at least 30 days (or such other period specified by the Plan Administrator pursuant to rules of uniform application) prior to the first day of such Plan Year.





3.3 REVISED ELECTIONS .



A Participant must file a new election form prior to the beginning of each Plan Year which shall set forth the amount or rate of his Deferral Contributions for the new Plan Year, and also shall characterize the Deferral Contributions as either Regular or Special Purpose Deferral Contributions. If Special Purpose Deferral Contributions are being made, the new election form also shall set forth the Distribution Date or Distribution Dates for such Contributions. The new amount or rate of Deferral Contributions will only apply to Deferral Contributions made for the relevant Plan Year and the new form must be filed at least 30 days (or such other period specified by the Plan Administrator pursuant to rules of uniform application) before the first day of such Plan Year. A Participant may change the method of distributions or the timing of the commencement of distributions of Regular Deferral Contributions at any time by filing the appropriate form as prescribed by the Plan Administrator. The new election will be honored only if the appropriate form is filed at least one (1) year prior to the Participant92s termination of employment. A Participant may not change the Distribution Date for Special Purpose Deferral Contributions that are made prior to the date on which a new election form is effective. In a new election form, however, the Participant may designate a different or additional Distribution Date for Special Purpose Deferral Contributions to be made in the future.





3.4 DISCONTINUANCE OF PARTICIPATION .



Once an individual is designated as a Participant, he will continue as such for all future Plan Years unless and until the Plan Administrator specifically acts to discontinue his participation or the Participant92s participation is suspended pursuant to Section 5.3(c). The Plan Administrator may discontinue a Participant92s participation in the Plan at any time for any or no reason. If a Participant92s participation is discontinued, he will no longer be eligible to make Deferral Contributions. The Participant will not be entitled to receive a distribution, however, until the occurrence of one of the events listed in Articles V or VIII, unless the Plan Administrator, in the exercise of its discretion, directs that a distribution be made as of an earlier date, in which case the Participant92s Accounts shall be distributed on the same basis as if the Participant92s employment had been terminated.



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3.5 ADOPTION BY AFFILIATES .



Any Affiliate of the Company may adopt this Plan with the approval of the Plan Administrator. Any Affiliate that permits an Employee to make Deferral Contributions pursuant to Section 4.1 shall be deemed to have adopted this Plan without any further action. At the request of the Plan Administrator, however, the Affiliate shall evidence its adoption of the Plan by an appropriate resolution of its Board of Directors or in such other manner as may be authorized by the Plan Administrator. By adopting this Plan, the Affiliate shall be deemed to have agreed to make the contributions called for by Article IV, agreed to comply with all of the other terms and provisions of this Plan, delegated to the Plan Administrator the power and responsibility to administer this Plan with respect to the Affiliate92s Employees, and delegated to the Company the full power to amend or terminate this Plan with respect to the Affiliate92s Employees.





3.6 CHANGE IN AFFILIATE STATUS .



If an Affiliate that has adopted this Plan ceases to be an Affiliate of the Company, that Affiliate shall no longer be an Employer and all Participants employed by that Affiliate on the date the Affiliate ceases to be an Affiliate shall be deemed to have terminated employment on such date.





3.7 SPECIAL ARRANGEMENTS .



The Company has the discretion to enter into special arrangements with individuals which allow such individuals to receive benefits on some basis other than pursuant to the provision of ARTICLES III, IV and V. All such special arrangements shall be set forth in writing. The remaining provisions of this Plan may apply to any such individual if the Company and the individual so agree; provided, however, that if any provision of this Plan conflicts with a provision included in the written document that describes the special arrangement, the provision of the written document shall control.



ARTICLE IV

CONTRIBUTIONS





4.1 PARTICIPANT CONTRIBUTIONS .



(a) GENERAL RULE . For any Plan Year, a Participant may elect to defer a portion of the Base Salary or Incentive Compensation otherwise payable to him. Any such deferrals shall be expressed in whole percentages or as a specific dollar amount, as specified in the Participant92s election form. Except as otherwise provided in Section 13.4, amounts deferred shall be transferred by the Company or the appropriate Affiliate to the Trust. A Participant may not elect to defer any portion of his Retirement Allowance.



(b) REGULAR OR SPECIAL PURPOSE DEFERRAL CONTRIBUTIONS . As provided in Sections 3.2 and 3.3, in each election form filed by a Participant, the Participant shall



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characterize his Deferral Contributions as Regular Deferral Contributions or Special Purpose Deferral Contributions. Pursuant to Article V, Regular Deferral Contributions are only distributable following the Participant92s termination of employment. Special Purpose Deferral Contributions become distributable upon the Distribution Date specified by the Participant. Unless the Plan Administrator adopts rules limiting the number of Distribution Dates that a Participant may specify, the Participant may designate any number of Distribution Dates.



(c) LIMITATIONS ON DEFERRALS . The Plan Administrator may limit a Participant92s Deferral Contributions in accordance with such uniform rules as it may adopt from time to time.



(d) CHANGE IN CONTRIBUTIONS . As provided in Section 3.3, a Participant must file a new election form prior to each new Plan Year to select the amount or rate of Deferral Contributions for the following Plan Year. If a Participant does not file a new election form at such time, no Deferral Contributions will be withheld from the Participant92s Compensation during the following Plan Year.



(e) SUSPENSION OF DEFERRAL CONTRIBUTIONS . A Participant may suspend the Deferral Contributions being made from his Base Salary at any time by so notifying the Plan Administrator in writing and in accordance with such rules of uniform application as the Plan Administrator may adopt from time to time. If a Participant suspends his Deferral Contributions with respect to Base Salary, the Participant may not file a new election form electing to make Deferral Contributions with respect to Base Salary until the December 1 of the year following the year in which such suspension occurred. The Deferral Contributions made pursuant to such new election form may then commence in accordance with the provisions of Section 3.3. A Participant may not suspend the Deferral Contributions being made from his Incentive Compensation.





4.2 EMPLOYER CONTRIBUTIONS .



Pursuant to the provisions of this Plan as in effect prior to the adoption of this amended and restated Plan document, the Employer made Cash Balance Contributions, Matching Contributions and Profit Sharing Contributions on behalf of its eligible Employees. These contributions were allocated to the Participants92 Cash Balance Contributions Accounts, Matching Contributions Accounts, and Profit Sharing Contributions Accounts. All Cash Balance Contributions, Matching Contributions, and Profit Sharing Contributions have been discontinued, effective as of January 1, 2003. The Cash Balance Contributions Accounts, Matching Contributions Accounts, and Profit Sharing Contributions Accounts will be distributed pur ...