ACCURIDE CORPORATION

DIRECTORS’ DEFERRED COMPENSATION PLAN

(As Amended and Restated Effective January 1, 2009)

Table of Contents

ACCURIDE CORPORATION

DIRECTORS’ DEFERRED COMPENSATION PLAN

(As Amended and Restated Effective January 1, 2009)

The Accuride Corporation Directors’ Deferred Compensation Plan (as it may be amended from time to time, the “ Plan ”) was adopted by Accuride Corporation, a corporation organized under the laws of the state of Delaware (the “ Company ”), effective as of May 19, 2006, for the benefit of its eligible non-employee directors.   The Plan was subsequently amended and restated effective January 1, 2008.  The Plan is hereby amended and restated in the form of this document effective January 1, 2009.

ARTICLE I.

DEFINITIONS

Section 1.1              “ Accounts ” shall mean the Director’s Cash Account and Stock Account, if any.

Section 1.2              “ Board ” shall mean the Board of Directors of the Company.

Section 1.3              “ Book Value ” shall mean book value per share based on generally accepted accounting principles consistently applied, and excluding, in the Board of Directors’ discretion, any extraordinary or unusual charges or credits such as one time write-offs of goodwill or similar events.

Section 1.4              “ Cash Account ” means the account created by the Company pursuant to Article III of this Plan in accordance with an election by a Director to receive deferred cash compensation under Article II hereof.

Section 1.5              “ Cash Fees ” shall mean Fees payable in cash.

Section 1.6              “ Change in Control ” means  the occurrence of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of a corporation, as determined in accordance with this Section 1.6.  In determining whether an event shall be considered a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of a corporation, the following provisions shall apply:

(a)           A “change in the ownership” of the Company shall occur on the date on which any one person, or more than one person acting as a group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (a “Person”)), acquires ownership of stock of the Company that, together with stock held by such Person, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(v).  If a Person is considered either to own more than 50% of the total fair market value or total voting power of the stock of the Company, or to have effective control of the Company within the meaning of Section 1.6(b) and such Person acquires

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additional stock of the Company, the acquisition of additional stock by such Person shall not be considered to cause a “change in the ownership” of the Company.

(b)          A “change in the effective control” of the Company shall occur on either of the following dates:

(i)            The date on which any Person, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person) ownership of stock of the Company possessing 30% or more of the total voting power of the Company’s equity securities, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi).  If a Person is considered to possess 30% or more of the total voting power of the Company’s equity securities, and such Person acquires additional stock of the Company, the acquisition of additional stock by such Person shall not be considered to cause a “change in the effective control” of the Company; or

(ii)           The date on which a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi).

(c)           A “change in the ownership of a substantial portion of the assets” of the Company shall occur on the date on which any one Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii).  A transfer of assets shall not be treated as a “change in the ownership of a substantial portion of the assets” when such transfer is made to an entity that is controlled by the shareholders of the Company, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii)(B).

(d)          Notwithstanding the foregoing, the following acquisitions shall not constitute a Change in Control: (i) an acquisition by the Company, or (ii) an acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company.

Section 1.7              “ Common Stock ” shall mean the common stock of the Company, par value $0.01 per share.

Section 1.8              “ Company ” means Accuride Corporation, a Delaware corporation.

Section 1.9              “ DCUs ” means deferred compensation units which have the value equal to shares of Common Stock, one DCU being equal to one share of Common Stock.

Section 1.10            “ Director ” shall mean a member of the Board who is not an employee of the Company or any of its subsidiaries.

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Section 1.11            “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

Section 1.12            “ Fees ” shall mean all amounts payable to a Director for serving as a member of the Board, including without limitation any (a) annual or other periodic retainer payments; (b) fees payable for meeting attendance; (c) fees payable for committee membership; and (d) fees payable for Board or committee chairmanship.

Section 1.13            “ Incentive Plan ” shall mean the Accuride Corporation 2005 Incentive Award Plan, as amended from time to time and any successor plan thereto.

Section 1.14            “ Plan ” shall have the meaning set forth in the recitals hereto.

Section 1.15            “ Separation from Service ” shall mean with respect to a non-employee member of the Board, that he or she has ceased to be a member of the Board, as construed consistent with the principles set forth in Treas. Reg. §1.409A-1(h).

Section 1.16            “ Stock Account ” shall mean the account created by the Company pursuant to Article III of this Plan in accordance with an election by a Director to receive stock-based compensation under Article II hereof.

Section 1.17            “ Stock Fees ” shall mean Fees that are payable in Common Stock or Common Stock equivalents.

Section 1.18            “ Stock Value ” shall mean, per share, for any given day, (i) if the Common Stock of the Company is not publicly traded, the Book Value of the Company’s Common Stock on such day, and (ii) if the Common Stock of the Company is publicly traded, the closing price of the Company’s Common Stock as reported on the exchange upon which such Common Stock is listed on such day or, if the closing price is not available for the Common Stock on a date in question, then the next preceding practicable date for which such closing price is available.

Section 1.19            “ Year ” shall mean calendar year.

ARTICLE II.
ELECTION TO DEFER

Section 2.1              A Director may elect, on or before December 31 of any Year, to defer payment of all or a specified part of the Fees earned during the Year following such election and in any succeeding Years (until the Director ceases to be a Director); provided, however, that with respect to Year 2006, a Director may elect, within thirty days after the effective date of this Plan, to defer all or a specified part of all Fees payable for services performed after the election.  Any person who shall become a Director during any Year, and who was not a Director of the Company on the preceding December 31, may elect, no later than thirty days after the Director’s term begins, to defer payment of all or a specified part of such Fees payable for services performed subsequent to the election.  Any Fees deferred pursuant to this Paragraph shall be paid to the Director at the time(s) and in the manner specified in Article IV hereof, as designated by the Director.

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Section 2.2              The election to participate in the Plan and manner of payment shall be designated by submitting a deferral election form in substantially the form attached hereto as Exhibit A to the Chief Financial Officer of the Company.  Any subsequent changes to the Director’s election as to the time and manner of payment shall be made in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Section 2.3              The election shall continue from Year to Year unless the Director amends or terminates it by written request delivered to the Secretary of the Company prior to the commencement of the Year for which the amendment or termination is first effective.

ARTICLE III.
DEFERRED COMPENSATION ACCOUNTS

Section 3.1              The Company shall maintain separate bookkeeping accounts for the Fees deferred by each Director.

Section 3.2              The Company shall credit, on the date Cash Fees would otherwise become payable, to the Cash Account of each Director the deferred portion of any Fees due the Director as to which an election to defer such Fees into the Cash Account has been made.  On the first day of each quarter, the Company shall