STOCKHOLDERS AGREEMENT

                                                                    EXHIBIT 10.7

                                                               EXECUTION VERSION

                             STOCKHOLDERS AGREEMENT

                                  BY AND AMONG

                              CSA ACQUISITION CORP.

                                       AND

                          THE STOCKHOLDERS NAMED HEREIN

                          DATED AS OF DECEMBER 23, 2004



                                TABLE OF CONTENTS



                                                                                                  Page
                                                                                                  ----
                                                                                                
RECITALS.......................................................................................     1

ARTICLE I DEFINITIONS..........................................................................     2
   SECTION 1.1.  Defined Terms.................................................................     2
   SECTION 1.2.  Other Definitional Provisions.................................................    10

ARTICLE II CORPORATE GOVERNANCE................................................................    11
   SECTION 2.1.  Board Representation..........................................................    11
   SECTION 2.2.  Committees....................................................................    12
   SECTION 2.3.  Consent Rights................................................................    12
   SECTION 2.4.  Available Financial Information...............................................    14
   SECTION 2.5.  Access........................................................................    14
   SECTION 2.6.  Termination and Modification of Rights........................................    15
   SECTION 2.7.  VCOC..........................................................................    16

ARTICLE III TRANSFERS..........................................................................    16
   SECTION 3.1.  Rights and Obligations of Transferees.........................................    16
   SECTION 3.2.  Transfer Restrictions.........................................................    16
   SECTION 3.3.  Right of First Offer with Respect to Sponsor Stockholders.....................    17
   SECTION 3.4.  Right of Co-Sale on Transfers by Stockholders.................................    19
   SECTION 3.5.  Drag Along Rights.............................................................    20
   SECTION 3.6.  Right of First Refusal With Respect to Management Stockholders and Director
                    Stockholders...............................................................    21
   SECTION 3.7.  Management Call Option........................................................    23
   SECTION 3.8.  Registration Rights...........................................................    26
   SECTION 3.9.  Void Transfers................................................................    26

ARTICLE IV EQUITY PURCHASE RIGHTS..............................................................    26
   SECTION 4.1.  Equity Purchase Rights........................................................    26

ARTICLE V MISCELLANEOUS........................................................................    28
   SECTION 5.1.  Reimbursement of Expenses.....................................................    28
   SECTION 5.2.  Fiduciary Duties..............................................................    28
   SECTION 5.3.  No Inconsistent Agreements....................................................    29
   SECTION 5.4.  Recapitalization, Exchanges, etc..............................................    29
   SECTION 5.5.  Employment by the Company.....................................................    29
   SECTION 5.6.  Taxes.........................................................................    29
   SECTION 5.7.  Term of Agreement.............................................................    29
   SECTION 5.8.  Inspection....................................................................    30
   SECTION 5.9.  Amendments and Waivers........................................................    30
   SECTION 5.10. Successors, Assigns and Transferees...........................................    30
   SECTION 5.11. Legend........................................................................    30
   SECTION 5.12. Notices.......................................................................    31
   SECTION 5.13. Further Assurances............................................................    33



                                       -i-




                                                                                                
   SECTION 5.14. Entire Agreement..............................................................    33
   SECTION 5.15. Confidentiality...............................................................    33
   SECTION 5.16. Optionholders to become Parties...............................................    33
   SECTION 5.17. Delays or Omissions...........................................................    33
   SECTION 5.18. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.............................    34
   SECTION 5.19. Effective Date................................................................    34
   SECTION 5.20. Severability..................................................................    34
   SECTION 5.21. Specific Performance..........................................................    34
   SECTION 5.22. Counterparts; Facsimile Signatures............................................    35

ANNEX I

ANNEX II

EXHIBITS

Exhibit A Form of Assignment and Assumption Agreement



                                      -ii-



                             STOCKHOLDERS AGREEMENT

          STOCKHOLDERS AGREEMENT dated as of December 23, 2004 (this
"Agreement"), by and among CSA Acquisition Corp., a Delaware corporation (the
"Company"), Cypress Merchant Banking Partners II L.P., a Delaware limited
partnership ("Cypress Onshore"), Cypress Merchant B II C.V., a limited
partnership formed under the laws of The Netherlands ("Cypress Offshore"), 55th
Street Partners II L.P., a Delaware limited partnership ("55th Street"), Cypress
Side-By-Side LLC, a Delaware limited liability company ("Side-by-Side" and,
together with Cypress Onshore, Cypress Offshore and 55th Street, "Cypress"), GS
Capital Partners 2000, L.P. ("Goldman Onshore"), GS Capital Partners 2000
Offshore, L.P. ("Goldman Offshore"), GS Capital Partners 2000 GmbH & Co.
Beteiligungs KG ("Goldman KG"), GS Capital Partners 2000 Employee Fund, L.P.
("Goldman Employee") and Goldman Sachs Direct Investment Fund 2000, L.P.
("Goldman Direct" and, together with Goldman Onshore, Goldman Offshore, Goldman
KG and Goldman Employee, "Goldman"; Goldman and Cypress are referred to herein
as the "Sponsor Stockholders"), the persons listed on Annex I hereto (the
"Management Stockholders") and on Annex II hereto (the "Director Stockholders")
(the Sponsor Stockholders, Management Stockholders and Director Stockholders,
collectively, the "Stockholders").

                                    RECITALS

          WHEREAS, the Company has entered into that certain Stock Purchase
Agreement, dated as of September 16, 2004, as amended as of December 3, 2004
(the "Purchase Agreement"), by and among Cooper Tire & Rubber Company, a
Delaware corporation ("Cooper"), Cooper Tyre & Rubber Company UK Limited, a
company organized under the laws of England and Wales (together with Cooper, the
"Sellers") and the Company, pursuant to which the Company will purchase equity
interests held by the Sellers in the Sold Companies (as defined in the Purchase
Agreement);

          WHEREAS, on September 16, 2004, the Company entered into a letter
agreement with Cypress and Goldman, pursuant to which Cypress and Goldman each
agreed to contribute $159,000,000, for a total of $318,000,000, in consideration
for shares of the Common Stock of the Company;

          WHEREAS, on September 16, 2004, Cypress and Goldman entered into
letter agreements with the Management Stockholders, pursuant to which each
Management Stockholder agreed to acquire shares of the Common Stock of the
Company, subject to certain conditions; and

          WHEREAS, each of the Stockholders desires to promote the interests of
the Company and the mutual interests of Stockholders by establishing herein
certain terms and conditions upon which the shares of Common Stock owned by them
will be held, including provisions restricting the transfer of shares of Common
Stock, and providing for certain other matters.

          NOW, THEREFORE, in consideration of the foregoing recitals and of the
mutual promises hereinafter set forth, the Company and the Stockholders hereby
agree as follows:



                                    ARTICLE I

                                   DEFINITIONS

          SECTION 1.1. Defined Terms. As used herein, the following terms shall
have the following meanings:

          "55th Street" has the meaning assigned to such term in the Preamble.

          "Acceptance Notice" has the meaning assigned to such term in Section
3.3(b).

          "Affiliate" means, with respect to any Person, (i) any Person directly
or indirectly controlling, controlled by or under common control with such
Person or (ii) any Person directly or indirectly owning or controlling ten
percent (10%) or more of any class of outstanding equity securities of such
Person.

          "Agreement" has the meaning assigned to such term in the Preamble.

          "beneficial owner" or "beneficially own" has the meaning given such
term in Rule 13d-3 under the Exchange Act and a Person's beneficial ownership of
Common Stock or other Voting Securities of the Company shall be calculated in
accordance with the provisions of such Rule; provided, however, that for
purposes of determining beneficial ownership, (i) a Person shall be deemed to be
the beneficial owner of any security which may be acquired by such Person,
whether within sixty (60) days or thereafter, upon the conversion, exchange or
exercise of any warrants, options, rights or other securities and (ii) no Person
shall be deemed to beneficially own any security solely as a result of such
Person's execution of this Agreement.

          "Board" means the Board of Directors of the Company.

          "Business Day" means any day that is not a Saturday, a Sunday or other
day on which banks are required or authorized by law to be closed in the City of
New York.

          "Bylaws" means the Bylaws of the Company, as in effect on the date
hereof and as the same may be amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof, the terms of the Charter and
the terms of this Agreement.

          "Cause" shall mean "Cause" as defined in any employment agreement
between a Management Stockholder and the Company as in effect on the date of the
applicable Termination Event, or, if there shall be no such agreement or if such
term is not defined therein, (i) the Management Stockholder's willful failure to
perform duties or directives which is not cured following written notice, (ii)
the Management Stockholder's commission of a (A) felony or (B) crime involving
moral turpitude, (iii) the Management Stockholder's willful malfeasance or
misconduct which is demonstrably injurious to the Company, or (iv) material
breach by the Management Stockholder of the restrictive covenants, including,
without limitation, any non-compete, non-solicitation or confidentiality
provisions to which executive is bound.

          "CEO Designee" has the meaning assigned to such term in Section
2.1(a)(ii).


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          "Change of Control" means the occurrence of any of the following
events after the Effective Date: (i) the sale or disposition, in one or a series
of related transactions, of all or substantially all of the assets of the
Company to any "person" or "group" (as such terms are defined in Sections
13(d)(3) and 14(d)(2) of the Exchange Act) other than the Permitted Holders or
(ii) any person or group, other than the Permitted Holders, is or becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),
directly or indirectly, of greater than or equal to fifty percent (50%) of the
total voting power of the Voting Securities of the Company, including by way of
merger, consolidation or otherwise, except where the Sponsor Stockholders or
their Affiliates, immediately following such merger, consolidation or other
transaction, continue to have the ability to designate or elect a majority of
the Board (or the board of directors of the resulting entity or its parent
company).

          "Charter" means the Amended and Restated Certificate of Incorporation
of the Company, as in effect on the date hereof and as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the
terms thereof and the terms of this Agreement.

          "Code" shall mean the Internal Revenue Code of 1986, as amended, and
as the context requires, the Treasury regulations promulgated thereunder.

          "Common Stock" means the common stock, par value $0.01 per share, of
the Company, whether first owned prior to, on or following the date hereof
(including shares acquired upon exercise of options, warrants or other rights to
acquire such shares), and any securities issued in respect thereof, or in
substitution therefor, in connection with any stock split, dividend or
combination, or any reclassification, recapitalization, merger, consolidation,
exchange or other similar reorganization.

          "Company" has the meaning assigned to such term in the Preamble.

          "Company Competitor" means any Person that is primarily engaged,
directly or indirectly, in the design, manufacture and sale of fluid handling
systems, body sealing systems and active and passive vibration control systems
or otherwise directly or indirectly competes with the business of the Company
and its Subsidiaries.

          "Confidential Information" has the meaning assigned to such term in
Section 5.15(c).

          "control" (including the terms "controlled by" and "under common
control with"), with respect to the relationship between or among two or more
Persons, means the possession, directly or indirectly, of the power to direct or
cause the direction of the affairs or management of a Person, whether through
the ownership of voting securities, as trustee or executor, by contract or
otherwise.

          "Cooper" has the meaning assigned to such term in the Recitals.

          "Co-Sale Participant" has the meaning assigned to such term in Section
3.4(a).

          "Cypress" has the meaning assigned to such term in the Preamble.


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          "Cypress Offshore" has the meaning assigned to such term in the
Preamble.

          "Cypress Onshore" has the meaning assigned to such term in the
Preamble.

          "Cypress Designee" has the meaning assigned to such term in Section
2.1(a)(i).

          "Cypress Member" means each of Cypress Onshore, Cypress Offshore, 55th
Street and Side-by-Side and their Permitted Transferees.

          "Delaware Law" means the Delaware General Corporation Law, as amended
from time to time.

          "Director" means any member of the Board.

          "Director Stockholders" has the meaning assigned to such term in the
Preamble.

          "Drag Along Notice" has the meaning assigned to such term in Section
3.5(d).

          "Drag Securities" has the meaning assigned to such term in Section
3.5(a).

          "Drag Transaction" has the meaning assigned to such term in Section
3.5(b).

          "Effective Date" has the meaning assigned to such term in Section
5.19.

          "Eligible Shares" has the meaning assigned to such term in Section
3.7(c).

          "Equity Purchase Right" has the meaning assigned to such term in
Section 4.1(a).

          "Equity Purchase Shares" has the meaning assigned to such term in
Section 4.1(a).

          "Equity Securities" means any and all shares of Common Stock or other
equity securities of the Company, securities of the Company convertible into, or
exchangeable or exercisable for, such shares or other securities, and options,
warrants or other rights to acquire such shares or other securities.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

          "Exercising Stockholder" has the meaning assigned to such term in
Section 4.1(d).

          "Fair Market Value" means (i) with respect to Common Stock (a) if
there is a public market for the shares on such date, the average of the high
and low closing bid prices of the shares of Common Stock as reported on such
date on the Composite Tape of the principal national securities exchange on
which such shares are listed or admitted to trading, or, if the shares are not
listed or admitted on any national securities exchange, the arithmetic mean of
the per share closing bid price and per share closing asked price on such date
as quoted on the National Association of Securities Dealers Automated Quotation
System (or such market in


                                        4



which such prices are regularly quoted), or, if no sale of shares shall have
been reported on the Composite Tape of any national securities exchange or
quoted on the National Association of Securities Dealers Automated Quotation
System (or such market in which such prices are regularly quoted) on such date,
on the closest preceding date on which there were sales of shares or (b) if
there is no public market for the shares on such date, the fair market value of
the shares will be as determined in good faith by the Board and (ii) with
respect to any other non-cash consideration, the fair market value of such
non-cash consideration as determined in good faith by the Board.

          "Family Group," with respect to any natural person, means such natural
person's spouse and descendants (whether natural or adopted) and any trust
solely for the benefit of such natural person and/or such natural person's
spouse and/or descendants.

          "Financing Default" means an event which would constitute (or with
notice or lapse of time or both would constitute) an event of default (which
event of default has not been cured) under or would otherwise violate or breach
any financing arrangement of the Company or any of its Subsidiaries in effect as
of the time of the aforementioned event, and any extensions, renewals,
refinancings or refundings thereof in whole or in part.

          "First Offer" has the meaning assigned to such term in Section 3.3(b).

          "First Offer Price" has the meaning assigned to such term in Section
3.3(a).

          "First Purchase Date" has the meaning assigned to such term in Section
3.7(a).

          "Goldman" has the meaning assigned to such term in the Preamble.

          "Goldman Direct" has the meaning assigned to such term in the
Preamble.

          "Goldman Designee" has the meaning assigned to such term in Section
2.1(a)(i).

          "Goldman Employee" has the meaning assigned to such term in the
Preamble.

          "Goldman KG" has the meaning assigned to such term in the Preamble.

          "Goldman Member" means Goldman Onshore, Goldman Offshore, Goldman KG,
Goldman Employee and Goldman Direct and their Permitted Transferees.

          "Goldman Offshore" has the meaning assigned to such term in the
Preamble.

          "Goldman Onshore" has the meaning assigned to such term in the
Preamble.

          "Goldman Voting Securities" shall mean all shares of Common Stock or
Voting Securities which are owned or held by Goldman or its Permitted
Transferees.

          "Governmental Body" means any government or governmental or regulatory
body thereof, or political subdivision thereof, of any country or subdivision
thereof, whether international, supranational, national, federal, state or
local, or any agency or instrumentality


                                        5



thereof, or any court or regulatory (including a stock exchange or other
self-regulatory body) authority or agency.

          "IPO" means the initial public offering of Common Stock pursuant to an
effective registration statement under the Securities Act.

          "Issuance Notice" has the meaning assigned to such term in Section
4.1(b).

          "Lapse Date" has the meaning assigned to such term in Section
3.2(b)(i).

          "Law" means any statute, law, regulation, ordinance, rule, injunction,
order, decree, governmental approval, directive, requirement, or other
governmental restriction or any similar form of decision of, or determination
by, or any interpretation or administration of any of the foregoing by, any
Governmental Body.

          "Management Offer" has the meaning assigned to such term in Section
3.6(a).

          "Management Offer Notice" has the meaning assigned to such term in
Section 3.6(a).

          "Management Offeror" has the meaning assigned to such term in Section
3.6(a).

          "Management Stockholder" has the meaning set forth in the Preamble.

          "Non-Purchasing Stockholder" has the meaning assigned to such term in
Section 4.1(d).

          "Offer Notice" has the meaning assigned to such term in Section
3.3(a).

          "Offered Management Securities" has the meaning assigned to such term
in Section 3.6(a).

          "Offered Securities" has the meaning assigned to such term in Section
3.3(a).

          "Offering Holder" has the meaning assigned to such term in Section
3.3(a).

          "Optionholder" has the meaning assigned to such term in Section 5.16.

          "Original Shares" shall mean, when used in reference to any
Stockholder, the shares of Common Stock sold to such Stockholder on or prior to
the Effective Date or any shares or other securities which such shares of Common
Stock may have been converted into or exchanged for in connection with any
exchange, reclassification, dividend, distribution, stock split, combination,
subdivision, merger, spin-off, recapitalization, reorganization or similar
transaction.

          "Original Subscription Agreements" is a collective reference to the
Subscription Agreements to be entered into by the Company with each of the
Stockholders on or before the Effective Date providing in each case for the
purchase by, or issuance to, such Stockholder of shares of Common Stock: (i) on
or prior to the Effective Date, in the case of the Sponsor


                                        6



Stockholders; (ii) on or before the 20th day following receipt of each related
Bonus Payment (as defined in the Original Subscription Agreements for the
Management Stockholders), in the case of the Management Stockholders, and in the
case of James S. McElya, on the Effective Date; and (iii) on or before March 23,
2005, in the case of the Director Stockholders.

          "Permitted Holder" means, as of the date of determination, any and all
of (i) an employee benefit plan (or trust forming a part thereof) maintained by
(a) the Company or (b) any corporation or other Person of which a majority of
its voting power of its voting equity securities or equity interest is owned,
directly or indirectly, by the Company and (ii) the Sponsor Stockholders and any
of their respective Affiliates.

          "Permitted Transferee" shall mean (i) in the case of a natural person,
any individual who received a Stockholder's share of Common Stock pursuant to
applicable Laws of descent and distribution or any individual who is a member of
such Stockholder's Family Group; (ii) in the case of each Cypress Member (A) any
other Cypress Member or any Affiliate (other than an individual) of Cypress
Associates II LLC or any of its managing members; (B) any general or limited
partner, member, director, officer or employee of such Cypress Member (or other
entity referred to in clause (A)); (C) the heirs, executors, administrators,
testamentary trustees, legatees or beneficiaries of any of the individuals
referred to in clause (B); (D) for estate planning purposes, any trust, the
beneficiaries of which include only (1) Permitted Transferees referred to in
clauses (A), (B) and (C) and (2) parents, spouses and lineal descendants of
Permitted Transferees referred to in clause (B); (E) a corporation, partnership
or other entity, a majority of the equity of which is owned and controlled by
such entity and/or Permitted Transferees referred to in clauses (A), (B), (C)
and (D); and (F) any bank or financial institution to which a bona fide pledge
of shares of Common Stock is made, provided that immediately following any
foreclosure upon such pledged shares of Common Stock, such bank or financial
institution shall cease to be a Permitted Transferee for all purposes of this
Agreement; and (iii) in the case of each Goldman Member (A) any other Goldman
Member or any Affiliate (other than an individual) of The Goldman Sachs Group,
Inc.; (B) any general or limited partner, member, director, officer or employee
of such Goldman Member (or other entity referred to in clause (A)); (C) the
heirs, executors, administrators, testamentary trustees, legatees or
beneficiaries of any of the individuals referred to in clause (B); (D) for
estate planning purposes, any trust, the beneficiaries of which include only (1)
Permitted Transferees referred to in clauses (A), (B) and (C) and (2) parents,
spouses and lineal descendants of Permitted Transferees referred to in clause
(B); (E) a corporation, partnership or other entity, a majority of the equity of
which is owned and controlled by such entity and/or Permitted Transferees
referred to in clauses (A), (B), (C) and (D); and (F) any bank or financial
institution to which a bona fide pledge of shares of Common Stock is made,
provided that immediately following any foreclosure upon such pledged shares of
Common Stock, such bank or financial institution shall cease to be a Permitted
Transferee for all purposes of this Agreement; provided, however, that in all
cases such Transferee shall agree in a writing in the form attached as Exhibit A
hereto to be bound by and to comply with all applicable provisions of this
Agreement. For the sake of clarity, in instances where there is an attempted
Transfer of Common Stock from one Permitted Transferee to another Person, such
Person must be a Permitted Transferee of the original Stockholder party from
which the shares of Common Stock were initially Transferred in order for such
Person to qualify as a Permitted Transferee of the Transferring Permitted
Transferee.


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          "Person" means any individual, corporation, limited liability company,
limited or general partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivisions thereof or any group comprised of two or more of the foregoing.

          "Pro Rata Portion" means:

          (i) for the purposes of Article IV, with respect to any Stockholder,
     on any issuance date for Equity Securities, the number or amount of Equity
     Securities equal to the product of (i) the total number or amount of Equity
     Securities to be issued by the Company on such date and (ii) the fraction
     determined by dividing (A) the number of shares of Common Stock
     beneficially owned by such Stockholder immediately prior to such issuance
     by (B) the total number of shares of Common Stock outstanding on such date
     immediately prior to such issuance;

          (ii) for the purposes of Section 3.3, with respect to any ROFO
     Recipient, with respect to any proposed Transfer of Offered Securities, the
     number or amount of Offered Securities equal to the product of (x) the
     total number or amount of Offered Securities to be offered to the ROFO
     Recipients and (y) the fraction determined by dividing (A) the number of
     shares of Common Stock beneficially owned by such ROFO Recipient by (B) the
     total number of shares of Common Stock beneficially owned by all of the
     ROFO Recipients as of such date; provided, however, that for the purpose of
     determining the Pro Rata Portion of the Section 3.3 Non-Electing Shares
     referred to in the third sentence of Section 3.3(c), (1) the reference to
     "Offered Securities" in clause (x) of this subsection shall be a reference
     to "Section 3.3 Non-Electing Shares" and (2) the total number of shares of
     Common Stock referred to in clause (B) of this subsection (ii) shall not
     include the Common Stock of the holder of the Section 3.3 Non-Electing
     Shares;

          (iii) for the purposes of Section 3.4, with respect to any Co-Sale
     Participant, with respect to any proposed Transfer of Transferred
     Securities, the number or amount of Transferred Securities equal to the
     product of (x) the total number or amount of Transferred Securities to be
     Transferred to the proposed Transferee and (y) the fraction determined by
     dividing (A) the number of shares of Common Stock beneficially owned by
     such Co-Sale Participant by (B) the total number of shares of Common Stock
     beneficially owned by all of the Stockholders as of such date; and

          (iv) for the purposes of Section 3.5, with respect to any Selling
     Stockholder, with respect to any proposed Transfer of Drag Securities, the
     number or amount of Drag Securities equal to the product of (x) the total
     number or amount of Drag Securities to be Transferred to the proposed
     Transferee and (y) the fraction determined by dividing (A) the number of
     shares of Common Stock beneficially owned by such Selling Stockholder by
     (B) the total number of shares of Common Stock beneficially owned by all of
     the Stockholders as of such date.

          "Purchase Agreement" has the meaning assigned to such term in the
Recitals.


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          "Qualified IPO" means an IPO (x) of at least 25% of the then
outstanding shares of Common Stock or (y) that results in gross proceeds to the
Company of at least $159 million.

          "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of the date hereof, among the Company and each of the
Stockholders, as it may be amended, supplemented or restated from time to time.

          "Required Sponsor Stockholder Consent" has the meaning assigned to
such term in Section 2.3(a).

          "Reserved Employee Shares" shall mean options to purchase Common Stock
(and shares of Common Stock issuable upon the exercise thereof) or restricted or
other shares of Common Stock or stock-based awards, in any case, issued to
employees, officers, directors or consultants pursuant to any stock option,
employee stock purchase or similar equity-based plans approved by the Board
(including adjustments in respect thereof for any subsequent stock dividends,
combinations, splits or the like), including the 2004 CSA Acquisition Corp.
Stock Incentive Plan.

          "ROFO Recipients" has the meaning assigned to such term in Section
3.3(a).

          "Section 3.3 Non-Electing Shares" has the meaning assigned to such
term in Section 3.3(c).

          "Section 3.5 Transferring Stockholder(s)" has the meaning assigned to
such term in Section 3.5(a).

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

          "Sellers" has the meaning assigned to such term in the Recitals.

          "Selling Management Stockholder" has the meaning assigned to such term
in Section 3.6(a).

          "Selling Stockholder" has the meaning assigned to such term in Section
3.5(a).

          "Services" means (i) a Management Stockholder's employment if the
Management Stockholder is an employee of the Company or any of its Affiliates,
(ii) a Management Stockholder's services as a consultant, if the Management
Stockholder is a consultant to the Company or any of its Affiliates and (iii) a
Management Stockholder's services as a non-employee director, if the Management
Stockholder is a non-employee member of the Board or the board of directors of
an Affiliate; provided however that unless otherwise determined by the Board or
the compensation committee of the Board, a change in a Management Stockholder's
status from employee to non-employee (other than with respect to a director of
the Company or an Affiliate) shall constitute a termination of "Services"
hereunder.

          "Shares Buyer" has the meaning assigned to such term in Section
3.7(d).


                                        9



          "Side-by-Side" has the meaning assigned to such term in the Preamble.

          "Sponsor Stockholder" has the meaning assigned to such term in the
Preamble.

          "Sponsor Stockholder Designees" has the meaning assigned to such term
in Section 2.1(a)(i).

          "Stockholder" has the meaning set forth in the Preamble.

          "Subsidiary" means (i) any corporation of which a majority of the
securities entitled to vote generally in the election of directors thereof, at
the time as of which any determination is being made, are owned by another
entity, either directly or indirectly, and (ii) any joint venture, general or
limited partnership, limited liability company or other legal entity in which an
entity is the record or beneficial owner, directly or indirectly, of a majority
of the voting interests or the general partner.

          "Termination Event" has the meaning assigned to such term in Section
3.7(a).

          "Transfer" means, directly or indirectly, to sell, transfer, assign,
pledge, encumber, hypothecate or similarly dispose of, either voluntarily or
involuntarily, or to enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, assignment, pledge,
encumbrance, hypothecation or similar disposition of, any shares of Common Stock
beneficially owned by a Person or any interest in any shares of Common Stock
beneficially owned by a Person; provided however that a sale, transfer,
assignment, pledge, encumbrance, hypothecation or similar disposition (or
contract, option or other arrangement or understanding with respect thereto) of
any equity interest in a Sponsor Stockholder entity that engages in a business
or activity other than primarily owning Common Stock, shall not be considered a
Transfer hereunder.

          "Transferee" means any Person to whom any Stockholder or any
Transferee thereof Transfers Common Stock in accordance with the terms hereof.

          "Transfer Notice" has the meaning assigned to such term in Section
3.4(a).

          "Transferred Securities" has the meaning assigned to such term in
Section 3.4(a).

          "Transferring Stockholder" has the meaning assigned to such term in
Section 3.4(a).

          "VCOC Funds" shall mean each Cypress Member and each Goldman Member
which is intended to qualify as a "venture capital operating company" within the
meaning of 29 C.F.R. Section 2510.3-101.

          "Voting Securities" means, at any time, shares of any class of capital
stock of the Company, which are then entitled to vote generally in the election
of Directors.

          SECTION 1.2. Other Definitional Provisions. (a) The words "hereof,"
"herein" and "hereunder" and words of similar import when used in this Agreement
shall refer to this


                                       10



Agreement as a whole and not to any particular provision of this Agreement, and
Article and Section references are to Articles and Sections, respectively, of
this Agreement unless otherwise specified.

          (b) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

          (c) Whenever the words "include," "includes" or "including" are used
in this Agreement, they shall be deemed to be followed by the words "without
limitation".

          (d) The table of contents and headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

                                   ARTICLE II

                              CORPORATE GOVERNANCE

          SECTION 2.1. Board Representation. Subject to Section 2.6, the Sponsor
Stockholders agree, as between themselves, as follows: (a) As of the Effective
Date and, subject to the other provisions of this Article, for so long as this
Section 2.1 remains in effect, the Board shall be comprised of (and the Company
shall take all steps necessary so that the Board is comprised of) up to eleven
(11) Directors of whom:

          (i) three (3) members shall be designees of Cypress, one (1) of which
     shall be a designee of Cypress Onshore (such persons, the "Cypress
     Designees") and three (3) members shall be designees of Goldman Onshore
     (such persons, the "Goldman Designees" and, together with the Cypress
     Designees, the "Sponsor Stockholder Designees");

          (ii) one (1) member shall be the Chief Executive Officer of the
     Company in office from time to time (the "CEO Designee"), who shall
     initially be James S. McElya; and

          (iii) up to four (4) individuals mutually agreed upon by Cypress and
     Goldman.

          (b) A designee of the Sponsor Stockholder holding (together with its
Permitted Transferees) the greatest number of shares of Common Stock (or, if
Cypress and Goldman hold an equal number of shares of Common Stock, a designee
as shall be mutually agreed upon by Cypress and Goldman) shall be designated as
the Chairman of the Board.

          (c) In the event a Sponsor Stockholder shall cease to have the right
to designate a Director in accordance with Section 2.6, such Sponsor Stockholder
shall cause the designee of such Sponsor Stockholder to resign and the Directors
remaining in office shall decrease the size of the Board to eliminate such
vacancy and no consent under Section 2.3(a) shall be required in connection with
such decrease.


                                       11



          (d) The Company shall reimburse each Sponsor Stockholder Designee for
their reasonable out-of-pocket expenses incurred by them for the purpose of
attending meetings of the Board or committees thereof.

          (e) Each Sponsor Stockholder agrees that the board of directors of
Cooper-Standard Automotive Inc. or its successor entity shall have the same
number of directors and have the same representatives serving on its board of
directors as the Board. The Company shall take all such actions necessary as the
stockholder of Cooper-Standard Automotive Inc. or its successor entity to cause
the board of directors of Cooper-Standard Automotive Inc. to conform with the
requirements of this subclause (e).

          (f) The rights of the Sponsor Stockholders pursuant to this Section
2.1 are personal to the Sponsor Stockholders and shall not be exercised by any
Transferee other than a Permitted Transferee of such Sponsor Stockholder.

          (g) The Sponsor Stockholders agree to vote all of their Voting
Securities at any regular or special meeting of stockholders called for the
purpose of filling positions on the Board, or in any written consent executed in
lieu of such meeting, and agree to take all the actions necessary to cause the
events described in clauses (a), (b) and (c) to occur.

          SECTION 2.2. Committees. Subject to Section 2.6, so long as a Sponsor
Stockholder has the right to designate at least one (1) Director pursuant to
Section 2.1, the parties agree that (and the Company shall take all steps
necessary so that) each executive committee, compensation committee, audit
committee or other significant committee of the Board (including, without
limitation, any committee performing the functions usually reserved for the
committees described above) shall include at least one (1) of each such Sponsor
Stockholder's designees; provided that the composition of each such committee
shall reflect the relative number of Sponsor Stockholder Designees for each
Sponsor Stockholder.

          SECTION 2.3. Consent Rights. (a) In addition to any other vote or
consent of the Board or the stockholders of the Company required by law or the
Charter, subject to Section 2.6, the Company shall not take (or, to the extent
applicable, permit any Subsidiary to take) any of the following actions, or
enter into any arrangement or contract to do any of the following actions,
without the consent in writing of each of Cypress and Goldman (such consent
being the "Required Sponsor Stockholder Consent"), which shall be necessary for
authorizing, effecting or validating such transactions:

          (i) the selection, termination or removal of the Chief Executive
     Officer of the Company;

          (ii) the incurrence by the Company or its Subsidiaries of indebtedness
     for borrowed money (including through capital leases, the issuance of debt
     securities or the guarantee of indebtedness of another Person) other than
     (A) the incurrence of trade payables arising in the ordinary course of
     operating the business, (B) borrowings under the Revolving Credit Facility
     of Cooper-Standard Automotive Inc. in effect as of the date hereof (as
     amended or refinanced from time to time) or (C) indebtedness incurred
     following the date hereof of up to $5,000,000 in the aggregate (excluding
     borrowings


                                       12



     referred in clause (B) herein and including debt securities referred to in
     clause (B) of Section 2.3(a)(iii));

          (iii) any authorization or issuance of any securities of the Company
     (including in the IPO), other than (A) the issuance of Reserved Employee
     Shares, (B)(1) the issuance of any securities as consideration in, or in
     connection with, a transaction approved pursuant to Sections 2.3(a)(x),
     (xiii) or (xv) or (2) debt securities permitted pursuant to Section
     2.3(a)(ii)(B) or (C) authorizations and issuances by Subsidiaries to the
     Company or wholly owned Subsidiaries of the Company;

          (iv) any redemption, acquisition or other purchase of any shares of
     Common Stock other than from an employee in connection with such employee's
     termination of employment with the Company or any Subsidiary;

          (v) any payment or declaration of any dividend on or other
     distribution in respect of any shares of Common Stock;

          (vi) the creation of any non-wholly owned Subsidiaries, or the
     Transfer or any sale or other disposition of a Subsidiary's securities to
     any Person other than the Company or a wholly owned Subsidiary of the
     Company (other than any pledge of such Subsidiary's stock pursuant to a
     financing approved by the Board);

          (vii) any transaction by the Company or any Subsidiary with or
     involving any Affiliate of the Company or any Affiliate of any stockholder
     of the Company that beneficially owns in excess of ten percent (10%) of the
     voting power of the Company other than any transaction between the Company
     or a wholly-owned Subsidiary of the Company, on the one hand, and another
     wholly-owned Subsidiary, on the other hand;

          (viii) any amendment, repeal or alteration of the Charter or the
     Bylaws;

          (ix) any increase or decrease in the size of the Board, committees of
     the Board, and boards and committees of Subsidiaries of the Company (other
     than increases or decreases in accordance with the other provisions of this
     Article II) and any creation of committees of the Board or of the board of
     directors of any Subsidiaries;

          (x) any acquisition by the Company or any Subsidiary of a substantial
     portion of the stock, equity interests or assets of any Person where the
     value of the acquired assets is in excess of $5,000,000;

          (xi) any change of the Company's auditor;

          (xii) any compromise, settlement, waiver or release relating to any
     pending or threatened claim, action, suit, proceeding, administrative
     enforcement proceeding or arbitration proceeding before any Governmental
     Body or arbitrator (public or private) having a value in the aggregate in
     excess of $5,000,000 or that imposes non-monetary relief that would be
     materially adverse to the Company or any Subsidiary of the Company;


                                       13



          (xiii) any (A) merger or consolidation of the Company with or into any
     other Person, (B) direct or indirect sale of all or substantially all the
     consolidated assets of the Company and its Subsidiaries or (C) issuance of
     shares of capital stock of the Company in a transaction or series of
     related transactions involving a Change of Control of the Company;

          (xiv) any disposition of assets of the Company or any Subsidiary or
     the capital stock or other equity interests of any Subsidiary where the
     value of the assets to be disposed (including liabilities to be assumed or
     transferred) is in excess of $5,000,000; and

          (xv) any plan of liquidation, dissolution or the commencement of
     proceedings relating to bankruptcy, insolvency, reorganization or relief of
     debtors of the Company.

          (b) In connection with any vote or action by written consent of the
stockholders of the Company relating to any matter requiring consent as
specified in Section 2.3(a), each Stockholder agrees, with respect to any Voting
Securities beneficially owned by such Stockholder with respect to which he or it
has the power to vote, to vote against (and not act by written consent to
approve) such matter if such matter has not been approved by the Required
Sponsor Stockholder Consent in accordance with Section 2.3(a).

          SECTION 2.4. Available Financial Information. Subject to Section 2.6,
until an IPO, the Company will furnish to each of the Sponsor Stockholders
copies of the quarterly and annual "reports" containing financial information,
in any case to the extent required, as of the Effective Date, to be provided to
the holders of senior subordinated notes of Cooper-Standard Automotive Inc.
under the indenture applicable to such notes (even if such notes are no longer
outstanding), together with such other information as may be requested by the
Sponsor Stockholders from time to time, it being understood and agreed that the
public filing of such quarterly and annual "reports" with the Securities and
Exchange Commission shall satisfy the foregoing requirements to furnish such
information to each Sponsor Stockholder.

          SECTION 2.5. Access. Subject to Section 2.6, the Company shall, and
shall cause its Subsidiaries, and its and their respective employees to provide
each Sponsor Stockholder (and, separately, each VCOC Fund), during normal
business hours and upon reasonable notice reasonable access at reasonable times
to its employees and facilities and to books and records. In addition, with
respect to each VCOC Fund:

          (a) Such VCOC Fund shall be entitled to routinely consult with and
advise management of the Company with respect to operations of the Company and
its direct and indirect Subsidiaries, including all the Company's business and
financial matters and management's proposed annual operating plans, and, if
requested by the VCOC Fund, management will meet periodically during each year
with representatives of such VCOC Fund (the "Representatives") at the Company's
facilities at mutually agreeable times for such consultation and advice,
including to review progress in achieving such plans;

          (b) Such VCOC Fund shall be entitled to receive from the Company, as
soon as reasonably available after the end of each fiscal quarter, consolidated
balance sheets of the


                                       14



Company and its Subsidiaries as of the end of such period, and consolidated
statements of income and cash flows of the Company and its Subsidiaries for the
period then ended prepared in conformity with generally accepted accounting
principles in the United States applied on a consistent basis, except as
otherwise noted therein, and subject to the absence of footnotes and to year-end
adjustments;

          (c) During any period when such VCOC Fund does not have the right to
appoint at least one member of the Board pursuant to Section 2.1, to the extent
consistent with applicable law (and with respect to events which require public
disclosure, only following the Company's public disclosure thereof through
applicable securities law filings or otherwise), the right to be informed by the
Company in advance with respect to any significant corporate actions, including,
without limitation, extraordinary dividends, mergers, acquisitions or
dispositions of assets, issuances of significant amounts of debt or equity and
material amendments to the certificate of incorporation or bylaws of the Company
and the right to consult with the Company with respect to such actions; and

          (d) Without limiting any of the other rights of a Sponsor Stockholder
under this Agreement, the Company agrees to consider, in good faith, the
recommendations of the VCOC Fund in connection with the matters on which it is
consulted as described above.

          SECTION 2.6. Termination and Modification of Rights. (a) At such time
as any Sponsor Stockholder (together with its Permitted Transferees) shall cease
to own a number of shares of Common Stock equal to (i) at least twenty percent
(20%) of the issued and outstanding shares of Common Stock, the Required Sponsor
Stockholder Consent of such Stockholder pursuant to Section 2.3(a) (other than
with respect to clauses (vii), (xiii) and (xv)) shall not be required and (ii)
at least fifteen percent (15%) of the issued and outstanding shares of Common
Stock, the Required Sponsor Stockholder Consent of such Stockholder pursuant to
Section 2.3(a)(vii), (xiii) and (xv) shall not be required;

          (b) At such time as any Sponsor Stockholder (together with its
Permitted Transferees) shall cease to own a number of shares of Common Stock
equal to at least five percent (5%) of the issued and outstanding shares of
Common Stock, such Stockholder shall cease to have the right to designate any
Directors pursuant to S