that the payments will be accelerated as follows: (i) after payment pursuant to 1(g) below, the balance of the amount payable under this paragraph will be paid at the next regularly scheduled payroll date, subject to any delay in payment required under Section 409A, and (ii) any amount subject to delay pursuant to Section 1(c)(i) will be paid on the first payroll date that occurs on or after the date six (6) months and one (1) day following your Termination Date.

(d)                                  The amount of Forty Eight Thousand Three Hundred Twenty Nine and 00/100 Dollars ($48,329), representing one (1) year’s AVCP bonus at your target level for 2009, prorated for the number of days that you were employed during 2009.  The amount is calculated by multiplying the full year target bonus by a fraction, the numerator of which is the number of days during 2009 that you were employed and the denominator of which is 365.  This amount will also be paid in equal installments over the 12-month period described in Item (a) above, in accordance with the Company’s usual payroll practices, subject to all applicable withholding and reporting requirements.

(e)                                   Executive level outplacement services, as determined by the Company, will be provided to you by an outplacement firm selected by the Company until the earlier of the 12-month anniversary of the Termination Date or the date on which you accept an offer of employment.

(f)                                     Provided that you timely elect to continue health care coverage under COBRA and subject to the Company’s COBRA policies, reimbursement of COBRA premiums to the extent described below for medical benefits under Company group benefits (including health, dental and prescription plans) as defined by the plan documents, until the earliest of:

i.                   the termination of the COBRA period;

ii.                12-months following the Termination Date; or

iii.     the date on which you become eligible to receive any medical benefits  under any plan or program of any other employer.

You will be responsible for payment of the COBRA premium and will be reimbursed monthly by the Company for the portion of the premium that the Company would have paid if you had continued to be an employee of the Company.

(g)                                  The amount of Sixty Nine Thousand One Hundred Ninety Seven and 00/100 Dollars ($69,197), adjusted for gains and losses from February 27, 2009 to the date of distribution, plus any contributions for the first quarter of 2009 to the Termination Date to be paid as full satisfaction of all your rights and benefits under the Executive Retirement Program, subject to all applicable withholding

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and reporting requirements; which amount shall be paid by the Company to you in a lump sum during the first month after the Termination Date.

(h)                                  It is agreed that on the Termination Date, you will be vested in 7,083 of the restricted shares granted to you under the 2006 Long Term Equity Incentive Plan (comprised of (i) 3,000 previously vested restricted shares from the September 1, 2007 grant, (ii) 1,750 restricted shares vesting as of the Termination Date with respect to the September 1, 2007 grant, and (iii) 2,333 restricted shares vesting as of the Termination Date with respect to the April 2, 2008 grant).  Your rights with respect to such restricted shares and units shall be in accordance with the terms of the 2006 Long Term Equity Plan.  All other grants of restricted shares or performance units by the Company under any plan have lapsed or will lapse as of the Termination Date.

(i)                                      The amount of Fifteen Thousand One Hundred Eighty Four and 00/100 Dollars ($15,184.00) for your accrued and unused vacation time for calendar year 2009.  This payment will be made at the next normal payroll date following the Termination Date, subject to all applicable withholding and reporting requirements.

The amount, time and form of Benefits described in this Paragraph 1 are subject to the terms and conditions set forth in this Agreement, including adjustments described in Paragraph 15 to the extent required to comply with Section 409A.

2.                                        Resignation as Officer and Director; Termination of Other Benefits .  You agree to sign a written letter of resignation as an officer and director of TriMas and any of its subsidiaries and affiliates in a form acceptable to the Board.  Your rights to any accrued and vested benefits under a qualified retirement plan shall be determined in accordance with the applicable plan document.  Except as provided herein, you will not receive any other payments or benefits and your right to participate in or to receive any and all TriMas benefits will terminate on the Termination Date.   No amounts paid under this Agreement shall constitute compensation for purposes of any benefit plan.  Notwithstanding the foregoing or anything else in this Agreement to the contrary, that certain Indemnification Agreement between you and the Company, dated November 1, 2006, shall remain unmodified and in full force and effect.

3.                                        Taxes .  Any payments made by TriMas hereunder are subject to applicable federal, state and local tax withholding.  You agree that you are exclusively liable for the payment of any federal, state, local or other taxes that may be due as a result of any benefits received by you as provided in this Agreement.

4.                                        Confidentiality .  Upon the Termination Date, you will return to TriMas all originals and copies of TriMas documents and all TriMas property.  You will continue to treat as strictly confidential all Confidential Information.  You acknowledge that TriMas would be immediately and irreparably harmed by an unauthorized disclosure of Confidential Information in such manner and extent that it would be difficult or impossible to ascertain with certainty the exact financial or economic damages.  For purposes of this Agreement, “Confidential Information”

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includes, but is not limited to, information (whether in tangible form or oral) relating to TriMas’ business, finances, customers, suppliers, property, employees, technical information, concepts, ideas, trade secrets, plans, formulas, drawings, designs, processes, procedures, inventions, specifications, prototypes, samples, parts, data, and manufacturing techniques.

5.                                        Non-Competition .  You accept the following covenants restricting competition with the Company:

(a)                                   You acknowledge and recognize the highly competitive nature of the business of Company and accordingly agree that for the duration of the Benefits payments provided for under this Agreement, you shall not engage, either directly or indirectly, as a principal for your own account or jointly with others, or as a stockholder in any corporation or joint stock association, or as a partner or member of a general or limited liability entity, or as an employee, officer, director, agent, consultant or in any other advisory capacity in any business which designs, develops, manufacturers, distributes, sells or markets the type of products or services sold, distributed or provided by Company during the twelve (12) month period prior to the Termination Date (“the Business”); provided that nothing herein shall prevent you from (i) owning, directly or indirectly, not more than five percent (5%) of the outstanding shares of, or any other equity interest in, any entity engaged in the Business and listed or traded o