DURA AUTOMOTIVE SYSTEMS INC, DEF 14A, 2000-04-07

DURA AUTOMOTIVE SYSTEMS INC
DEF 14A, 2000-04-07
MOTOR VEHICLE PARTS & ACCESSORIES

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).

[X] Definitive proxy statement.

[ ] Definitive additional materials.

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.

Dura Automotive Systems, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

- --------------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------

(3) Filing Party:

- --------------------------------------------------------------------------------

(4) Date Filed:

- --------------------------------------------------------------------------------

<PAGE> 2

DURA AUTOMOTIVE SYSTEMS, INC.
4508 IDS CENTER
MINNEAPOLIS, MN 55402

April 11, 2000

To Our Stockholders:

You are cordially invited to attend the Dura Automotive Systems, Inc.
("Dura") 2000 Annual Meeting of Stockholders which will be held on May 25, 2000,
at 1:00 p.m. local time, at Dura's operating headquarters, 2791 Research Drive,
in Rochester Hills, Michigan.

The official Notice of Meeting, Proxy Statement and Proxy are included with
this letter. The proposals listed in the Notice of Meeting are more fully
described in the Proxy Statement.

Whether or not you plan to attend the Special Meeting in person, and
regardless of the number of shares you own, please complete, sign, date and
return the enclosed card promptly in the enclosed envelope. This will ensure
that your shares are voted as you wish and that a quorum will be present.

Sincerely,

/s/ S.A. Johnson

S.A. Johnson
Chairman of the Board
<PAGE> 3

DURA AUTOMOTIVE SYSTEMS, INC.

NOTICE OF
2000 ANNUAL MEETING OF STOCKHOLDERS

<TABLE>
<S> <C>
TIME: 1:00 p.m. local time, May 25, 2000.
PLACE: Dura Automotive Systems, Inc.
2791 Research Drive
Rochester Hills, Michigan 48309
PROPOSALS: (1) Election of directors;
(2) Approval of the Dura Automotive Systems, Inc. Deferred
Income Leadership Stock Purchase Plan;
(3) Approval of an amendment to the Dura Automotive Systems,
Inc. 1998 Stock Incentive Plan;
(4) Approval of the Dura Automotive Systems, Inc. Director
Deferred Stock Purchase Plan;
(5) Ratification of Arthur Andersen LLP as independent
public accountants of Dura; and
to transact any other proper business.
RECORD DATE: Only holders of record at the close of business on March 31,
2000 are entitled to notice of and to vote on all proposals
presented at the meeting and at any adjournments or
postponements thereof. A list of such holders will be
available prior to the meeting at Dura's corporate office
for examination by any such holder for any purpose germane
to the meeting.
</TABLE>

By Order of the Board of Directors,

/s/ David R. Bovee
David R. Bovee
Assistant Secretary

Dated: April 11, 2000

YOUR VOTE IS IMPORTANT!

TO VOTE YOUR SHARES, PLEASE COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY
CARD.
<PAGE> 4

DURA AUTOMOTIVE SYSTEMS, INC.
4508 IDS CENTER
MINNEAPOLIS, MINNESOTA 55402

------------------------

PROXY STATEMENT
------------------------
2000 ANNUAL MEETING OF STOCKHOLDERS
MAY 25, 2000
------------------------

This Proxy Statement and accompanying Proxy are being furnished to the
holders of Class A common stock, par value $.01 per share, (the "Class A Stock")
and Class B common stock, par value $.01 per share, (the "Class B Stock" and
collectively with the Class A Stock, the "Common Stock") of Dura Automotive
Systems, Inc. ("Dura" or the "Company") in connection with the solicitation of
Proxies on behalf of the Board of Directors of Dura (the "Board of Directors")
for the Annual Meeting of Stockholders (the "Annual Meeting") to be held on May
25, 2000 at 1:00 p.m. local time at Dura's operating headquarters, 2791 Research
Drive, in Rochester Hills, Michigan, and at any adjournments and postponements
thereof. These Proxy materials are being mailed on or about April 11, 2000 to
holders of record on March 31, 2000 of the Common Stock.

When you sign and return the enclosed Proxy and if no direction is
indicated, such proxy will be voted FOR the slate of directors described herein,
FOR the proposals set forth in Items 2, 3, 4 and 5 in the Notice of Meeting,
and, as to any other business as may properly be brought before the Annual
Meeting and any adjournments or postponements thereof, in the discretion of the
Proxy holders.

Returning your completed Proxy will not prevent you from voting in person
at the Annual Meeting should you be present and wish to do so. In addition, you
may revoke your Proxy any time before it is voted by written notice to the
Secretary of Dura prior to the Annual Meeting or by submission of a later-dated
Proxy or by the withdrawal of your Proxy and voting in person at the Annual
Meeting.

On March 31, 2000, there were 14,100,514 shares of Class A Stock and
3,320,303 shares of Class B Stock outstanding. Dura's Class A Stock and Class B
Stock are substantially identical except with respect to voting power and
conversion rights. The Class A Stock is entitled to one vote per share and the
Class B Stock is entitled to ten votes per share. The Class B Stock is
convertible at the option of the holder, and mandatorily convertible upon the
transfer thereof (except to affiliates) and upon the occurrence of certain other
events, into Class A Stock on a share-for-share basis. The Class A Stock and
Class B Stock will generally vote together as a single class on all matters
submitted to a vote of stockholders. The presence in person or by Proxy of 51%
of such votes shall constitute a quorum. Under Delaware law, abstentions are
treated as present and entitled to vote and therefore have the effect of a vote
against a matter. A broker non-vote on a matter is considered not entitled to
vote on that matter and thus is not counted in determining whether a matter
requiring approval of a majority of the shares present and entitled to vote has
been approved.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Board of Directors is currently comprised of eleven directors. Mr.
Clement, one of the Company's current directors, has chosen not to seek
re-election to the Board and will therefore complete his respective term as of
the date of this year's annual meeting of stockholders. The Board of Directors
has nominated and recommends the election of each of the eleven nominees set
forth below as a director of Dura to serve until the next annual meeting of
stockholders or until their successors are duly elected and qualified. All of
the nominees are incumbent directors of the Company, previously elected by the
Company's stockholders, except for Mr. DeFosset. The Board of Directors expects
all nominees named below to be available for election. In
<PAGE> 5

case any nominee is not available, the Proxy holders may vote for a substitute
unless the Board of Directors reduces the number of directors.

Directors will be elected at the Annual Meeting by a plurality of the votes
cast at the meeting by the holders of shares represented in person or by Proxy.
Accordingly, the individuals who receive the greatest number of votes cast by
stockholders would be elected as directors of Dura. There is no right to
cumulative voting as to any matter, including the election of directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES
TO THE BOARD OF DIRECTORS.

The following sets forth information as to each nominee for election at the
Annual Meeting, including age as of March 31, 2000, principal occupation and
employment for a minimum of the past five years, directorships in other publicly
held companies and period of service as a director of Dura.

S.A. (Tony) Johnson, 59, has served as Chairman and a Director of Dura
since November 1990. Mr. Johnson is the founder, Chief Executive Officer and
President of Hidden Creek Industries ("Hidden Creek"), a private industrial
management company based in Minneapolis, Minnesota, which has provided certain
management and other services to Dura. Mr. Johnson is also the President of J2R
Corporation ("J2R"). Prior to forming Hidden Creek, Mr. Johnson served from 1985
to 1989 as Chief Operating Officer of Pentair, Inc., a diversified industrial
company. From 1981 to 1985, Mr. Johnson was President and Chief Executive
Officer of Onan Corp., a diversified manufacturer of electrical generating
equipment and engines for commercial, defense and industrial markets. Mr.
Johnson served as Chairman and a director of Automotive Industries Holding,
Inc., a supplier of interior trim components to the automotive industry, from
May 1990 until its sale to Lear Corporation in August 1995. Mr. Johnson is also
Chairman and a director of Tower Automotive, Inc. ("Tower"), a manufacturer of
engineered metal stampings and assemblies for the automotive industry.

Karl F. Storrie, 62, has served as President, Chief Executive Officer and a
Director of Dura since 1991. Prior to joining Dura and from 1986, Mr. Storrie
was Group President of a number of aerospace manufacturing companies owned by
Coltec Industries, a multi-divisional public corporation. Prior to becoming a
Group President, Mr. Storrie was a Division President of two aerospace design
and manufacturing companies for Coltec Industries from 1981 to 1986. During his
thirty-five year career, Mr. Storrie has held a variety of positions in
technical and operations management. Mr. Storrie is also a director of Argo-Tech
Corporation, a manufacturer of aircraft fuel, boost and transfer pumps.

Robert E. Brooker, Jr., 62, has served as a Director of Dura since
September 1996. From 1993 to 1995, Mr. Brooker was President and Chief Operating
Officer of Connell Limited Partnership. Prior thereto, Mr. Brooker served six
years as President and Chief Executive Officer at Lord Corporation. Mr. Brooker
is also a director of Full Circle Investments, a private investment company.

Donald DeFosset II, 51, has been nominated for election to serve on the
Board of Directors. Mr. DeFosset has served as Executive Vice President and
Chief Operating Officer since joining Dura in October 1999. Mr. DeFosset began
his career with Rockwell International in 1971 rising to President of their Off
Highway division. He served as Executive Vice President -- Operations with Mack
Trucks from 1989-1992 and held various senior-level positions with Allied Signal
from 1992-1996. Prior to joining Dura, Mr. DeFosset was President of Navistar's
Truck Group, Corporate Executive Vice President, and a member of the company's
Office of Chief Executive Officer.

Jack K. Edwards, 55, has served as a Director of Dura since December 1996.
Mr. Edwards joined Cummins Engine Co., Inc. in 1972 and has served as Executive
Vice President and Group President -- Power Generation and International since
March 1996. Mr. Edwards is also a director of David J. Joseph Co., a processor
and trader of steel scrap.

James O. Futterknecht, Jr., 52, has served as a Director of Dura since May
1999. Mr. Futterknecht joined Excel Industries, Inc. ("Excel") in 1970, was Vice
President -- Corporate Sales from 1976 until 1984, was Vice
President -- Automotive Products from 1984 until 1987, was Vice
President -- Automotive Sales and

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Engineering from 1987 to 1990 and was Executive Vice President from 1990 to
1992. He was elected as President and Chief Operating Officer and was appointed
as an Excel director in 1992. In 1995, he was elected to the additional offices
of Chairman of the Board and Chief Executive Officer and served those offices
until Dura acquired Excel in March 1999. Mr. Futterknecht is currently Managing
Director and Vice President of Hammond, Kennedy, Whitney & Company, Inc., a New
York, New York financial imermediary and private investment banking firm.

J. Richard Jones, 57, has served as a Director of Dura since May 1998.
Prior to Dura's acquisition of Trident Automotive plc ("Trident") in April 1998,
Mr. Jones served as Group President and Chief Executive Officer of Trident's
predecessor from June 1992 until December 1997 and as Chairman, Chief Executive
Officer and Director of Trident from December 1997 until April 1998.

John C. Jorgensen, 62, has served as a Director of Dura since May 1998. Mr.
Jorgensen has served as president of ORTECH CO. since March 1992, Senior Vice
President of Manufacturing for Orscheln Management Co. since April 1996 and
Executive Vice President of Orscheln Products L.L.C. since March 1992. Prior to
1992, Mr. Jorgensen was responsible for the operations at Orscheln Co.
Manufacturing.

William L. (Barry) Orscheln, 49, has served as a Director of Dura since
August 1994. Mr. Orscheln has also served as President of Alkin (and its
predecessors) since March 1994, as President of Orscheln Farm and Home since
September 1995, as President of Orscheln Properties Co., L.L.C. since October
1994 and as President of Orscheln Management Co. since December 1987. Mr.
Orscheln has served as a director of UMB Bank, a bank holding company, since
July 1989 and as a director of Orscheln Management Co. since 1987.

Eric J. Rosen, 39, has served as a Director of Dura since January 1995. Mr.
Rosen is Managing Director of Onex Investment Corp., a diversified industrial
corporation and an affiliate of Onex Corporation, and served as a Vice President
of Onex Investment Corp. from 1989 to February 1994. Prior thereto, Mr. Rosen
worked in the merchant banking group at Kidder, Peabody & Co. Incorporated from
1987 to 1989.

Ralph R. Whitney, Jr., 64, has served as a Director of Dura since May 1999.
Mr. Whitney was a director of Excel from 1983 to March 1999 and was Chairman of
the Board from 1983 to 1985. Mr. Whitney has been a principal of Hammond,
Kennedy, Whitney & Company, Inc., a New York, New York financial imermediary and
private investment banking firm, since 1971. Mr. Whitney is also a director of
Relm Communications, Inc., First Technology plc., IFR Systems, Inc. and Baldwin
Technologies, Inc.

There are no family relationships between any of the foregoing persons or
any of Dura's executive officers.

BOARD AND COMMITTEE MEETINGS

The Board of Directors held five regular meetings and four special meetings
(exclusive of committee meetings) during the preceding fiscal year. The Board of
Directors has established the following committees, the functions and current
members of which are noted below. During 1999, each incumbent director attended
at least 75% of the meetings of the Board of Directors and any committees on
which such director served.

Executive Committee. The Executive Committee of the Board of Directors
(the "Executive Committee") consists of S.A. Johnson (Chairman), William L.
Orscheln and Karl Storrie. The Executive Committee has all the power and
authority vested in or retained by the Board of Directors and may exercise such
power and authority in such manner as it shall deem for the best interest of
Dura in all cases in which specific direction shall not have been given by the
Board of Directors and subject to any specific limitations imposed by law or a
resolution of the Board of Directors. The Executive Committee met one time
during the preceding fiscal year.

Audit Committee. The Audit Committee of the Board of Directors (the "Audit
Committee") consists of James O. Futterknecht, Jr. (Chairman), Eric J. Rosen and
Ralph R. Whitney, Jr. The Audit Committee is responsible for reviewing, as it
shall deem appropriate, and recommending to the Board of Directors, internal
accounting and financial controls for Dura and accounting principles and
auditing practices and procedures to be employed in the preparation and review
of Dura's financial statements. The Audit Committee is also

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responsible for recommending to the Board of Directors independent public
accountants to audit the annual financial statements of Dura. The Audit
Committee met twice during the preceding fiscal year.

Compensation Committee. The Compensation Committee of the Board of
Directors (the "Compensation Committee") consists of Robert E. Brooker, Jr.
(Chairman), Jack K. Edwards and J. Richard Jones. During the last fiscal year,
the Compensation Committee had all the power and authority of the Board of
Directors with respect to salaries, compensation and benefits of directors and
executive officers of Dura and made recommendations as to the grant of options
under the 1998 Stock Incentive Plan (the "1998 Plan"). The Compensation
Committee met two times during the preceding fiscal year.

Nominating Committee. Dura does not have a nominating committee.

COMPENSATION OF DIRECTORS

During 1999, directors who were not employees of Dura or any of its
affiliates each received an annual fee of $16,000 for serving as a director of
Dura. In addition, each non-employee director received $1,000 for each Board of
Directors meeting attended, $500 for each committee meeting attended and
reimbursement of out of pocket expenses incurred to attend such meetings. The
non-employee directors may choose to receive fees in the form of Class A Stock.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"),
as amended, requires Dura's officers, directors and persons who beneficially own
more than ten percent of a registered class of Dura's equity securities to file
reports of securities ownership and changes in such ownership with the
Securities and Exchange Commission (the "SEC"). Officers, directors and greater
than ten percent beneficial owners also are required by rules promulgated by the
SEC to furnish Dura with copies of all Section 16(a) forms they file.

Based solely upon a review of the copies of such forms furnished to Dura,
or written representations that no Form 5 filings were required, Dura believes
that during the period from January 1, 1999 through December 31, 1999 all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with.

PROPOSAL NO. 2

APPROVAL OF THE DURA AUTOMOTIVE SYSTEMS, INC.
DEFERRED INCOME LEADERSHIP STOCK PURCHASE PLAN

On December 16, 1999, the Board of Directors adopted the Dura Automotive
Systems, Inc. Deferred Income Leadership Stock Purchase Plan (the "Plan"),
subject to approval by the Company's stockholders. The Plan permits each key
leadership employee selected as a participant to defer and invest all or part of
his or her annual cash bonus in restricted stock units equivalent to shares of
Class A Stock of the Company. The following summary of the Plan is subject to
the specific provisions contained in the complete text of the Plan set forth in
Appendix A to this Proxy Statement. See the table included in "Long-Term
Incentive Plan" for the number of Restricted Stock Units, as defined below,
deferred into the Plan with respect to Dura's Chief Executive Officer and Dura's
four most highly compensated executive officers.

Purpose. The purposes of the Plan are to provide key leadership employees
the opportunity to acquire and increase his or her equity interest in the
Company, to attract and retain highly qualified key employees and to align their
interests with interests of the stockholders of the Company.

Administration. The Plan will be administered by the Compensation
Committee of the Board of Directors (the "Committee"). Subject to the provisions
of the Plan, the Committee has the authority to select key leadership employees
who are eligible to participate in the Plan for a particular year.

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Eligibility. With respect to each Plan Year, the Committee shall determine
and select the leadership employees who are eligible to participate in the Plan
for that Plan Year. With respect to each Plan Year, the Committee's
determination of eligible leadership employees shall be made on or before
November 1 of that Plan Year. It is not possible to predict the number or
identity of future participants.

Restricted Stock Units. The Plan permits each eligible leadership employee
selected as a participant to defer and invest all or part of his or her annual
cash bonus ("Cash Bonus") in restricted stock units ("Restricted Stock Units")
equivalent to shares of Class A Stock of the Company. Each Plan Year the
eligible leadership employee may elect to defer a percentage (at least 15%) of
their Cash Bonus. The deferred amount shall be reflected on the Company's
records as Restricted Stock Units credited to an account maintained by the
Company for each participant.

The Restricted Stock Unit Account maintained for each participant shall
consist of a Basic Account and a Premium Account. The number of Restricted Stock
Units credited to a participant's Basic Account shall be the number determined
by dividing the amount of the deferred Cash Bonus (less applicable FICA and
related taxes) by the fair market value of a share of Class A Stock on the date
on which the Cash Bonus otherwise would have been paid. The number of Restricted
Stock Units concurrently credited to a participant's Premium Account shall equal
one-third the number credited to the participant's Basic Account based on such
deferral.

All Restricted Stock Units credited to a participant's Basic Account shall
at all times be fully vested and nonforfeitable. All Restricted Stock Units
credited to a participant's Premium Account shall become one hundred percent
vested and nonforfeitable on the first day of the third Plan Year following the
date such Restricted Stock Units are credited to the participant's Premium
Account. In addition, all Restricted Stock Units are immediately vested and
nonforfeitable if a participant's employment terminates due to death,
disability, normal retirement or terminates within 24 months following a "change
of control" of the Company as defined in the Plan.

The Plan provides that as dividends are paid on shares of Class A Stock, an
equivalent number of additional Restricted Stock Units will be credited to the
participant's Restricted Stock Unit Account. These additional units are subject
to vesting in the same manner as other Restricted Stock Units. Each Plan Year
will begin on the first day of the Company's fiscal year and will end at the
last day of its fiscal year, except for the initial Plan Year which shall begin
November 1, 1999.

Payment of Accounts. Payment of the vested Restricted Stock Units to a
participant shall commence in January of the year of payment specified by the
participant in his or her deferral election. The total number of vested whole
Restricted Stock Units in a participant's Restricted Stock Unit Account shall be
paid the participant in an equal number of whole shares of Company Class A
Stock. The participant may also elect in his or her initial deferral election to
receive installment payments over a period not to exceed ten years. Payment may
be made only in the form of the Company's Class A Stock.

The Plan is unfunded with respect to the Company's obligations to pay
amounts due, and a participant's rights to receive any payment with respect to
any Restricted Stock Unit shall be no greater that the rights of an unsecured
general creditor of the Company. The Company may in its discretion establish one
or more trusts to accumulate shares of Class A Stock to fund all or part of the
obligations of the Company pursuant to the Plan.

Shares Subject to the Plan. The maximum aggregate number of shares of
Company Class A Stock that may be issued under the Plan is 500,000 shares of
authorized but unissued shares. An unlimited number of shares may be acquired by
the Company to fund its obligations under the Plan. The number of shares that
may be issued under the Plan is subject to adjustments in the event of a merger,
reorganization, consolidation, recapitalization, dividend (other than ordinary
cash dividends), stock splits, or other change in corporate structure affecting
the Class A Stock.

Termination or Amendment of the Plan. The Board may at any time amend,
suspend, or terminate the Plan or any part thereof; provided, however, that no
amendment may adversely affect the right of any participant to have dividend
units credited to a Restricted Stock Unit Account or to receive payment of any
shares of Class A Stock pursuant to the payout of such accounts, unless the
participant consents. Except as
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provided in the Plan, no amendment to the Plan which increases the number of
authorized but unissued shares of Class A Stock which may be issued under this
Plan shall be effective unless approved by the stockholders of the Company.

Participation and Assignability. The right to have amounts credited to a
Restricted Stock Unit Account and the right to receive payment with respect to
such account under this Plan are not assignable or transferable and shall not be
subject to any encumbrances, liens, pledges, or charges of the participant or
the claims of the participant's creditors.

Federal Tax Consequences. The participant shall pay to the Company, or
make arrangements satisfactory to the Company to do so, regarding the payment of
federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to any amount includable in the participant's gross income
with respect to his or her participation in the Plan.

The following summarizes the consequences of the deferral of the cash bonus
and the crediting of Restricted Stock Units under the Plan for federal income
tax purposes, based on management's understanding of existing federal income tax
laws. This summary is necessarily general in nature and does not purport to be
complete. Also, State and local income tax consequences are not discussed, and
may vary from locality to locality.

Participants are not taxed at the time of the deferral of the cash bonus or
upon crediting of the Restricted Stock Units. Upon issuance of Company Class A
Stock to a participant in satisfaction of that participant's Restricted Stock
Units, the participant will be taxed at ordinary income tax rates on the value
of the Class A Stock received, and the Company will be entitled to a
corresponding deduction. The participant's basis in the shares of Class A Stock
received will be equal to the amount of ordinary income on which he or she was
taxed and, upon subsequent disposition, any gain or loss will be capital gain or
loss.

Required Vote for Approval. The affirmative vote of a majority of the
Company's Common Stock voted at the Annual Meeting, by person or by proxy, is
required to approve the Plan. While broker nonvotes will not be treated as votes
cast on the approval of this Plan, shares voted as abstentions will be counted
as votes cast. Since a majority of the votes cast is required for approval, the
sum of any negative votes and abstentions will necessitate offsetting
affirmative votes to assure approval. Unless otherwise directed by marking the
accompanying proxy, the proxy holders named therein will vote for the approval
of the Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE PROPOSED
PLAN.

PROPOSAL NO. 3

AMENDMENT TO THE DURA 1998 STOCK INCENTIVE PLAN

INTRODUCTION

At the Annual Meeting, the stockholders are being asked to approve the
adoption of an amendment to the Company's 1998 Stock Incentive Plan (the "1998
Plan"), which was adopted by the Board of Directors (the "Dura Board") on
December 16, 1999. The amendment increases the number of shares of Class A Stock
reserved for annual issuances thereunder from 500,000 shares to 1,000,000
shares. As a result of the amendment, the number of shares of Dura Class A Stock
which may be issued under the 1998 Plan will be subject to annual increases to
be added on the date of each annual meeting, beginning with the 2001 annual
meeting of stockholders, equal to the lesser of (i) 1,000,000 shares, (ii) five
percent of the outstanding number of shares of Class A Stock on such date or
(iii) a lesser amount determined by the Dura Board.

History. The Dura Board adopted the 1998 Plan on December 17, 1998,
subject to stockholder approval. The stockholders of Dura approved the 1998 Plan
on March 23, 1999. The Dura Board adopted the 1998 Plan in order to permit Dura
to continue to attract and retain the best available personnel, provide
additional incentives for its employees, directors and consultants and promote
the success of Dura's growing business. The Dura Board believes that the
proposed amendment will further these goals by making more shares available for
awards under the 1998 Plan. Since the ultimate value of awards under the 1998
Plan bear
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a direct relationship to the market price of the Class A Stock, the Dura Board
believes that awards under the 1998 Plan are an effective incentive for Dura's
employees to create value for Dura's stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE PROPOSED
AMENDMENT TO THE 1998 PLAN.

A summary of the material features of the 1998 Plan, as amended, is
provided below. The summary is qualified in its entirety by the full text of the
1998 Plan, which has been previously filed with the Securities and Exchange
Commission.

GENERAL

Participants. Directors, officers, consultants (whether or not employees)
and employees of Dura and its subsidiaries, in each case as selected by the
administrator of the 1998 Plan, are eligible to receive grants pursuant to the
1998 Plan, except that only employees of Dura and its subsidiaries may receive
grants of incentive stock options.

Set forth in the table below are the number of stock options that have been
granted under the 1998 Plan to: (1) Dura's Chief Executive Officer and Dura's
four most highly compensated executive officers as of the end of its last fiscal
year other than its Chief Executive Officer (the "Named Executive Officers");
(2) all current executive officers as a group; (3) all current directors who are
not executive officers as a group; and (4) all employees, including all officers
who are not executive officers, as a group.

<TABLE>
<CAPTION>
DOLLAR NUMBER OF
NAME AND POSITION VALUE(1) OPTIONS
- ----------------- -------- ---------
<S> <C> <C>
Karl F. Storrie............................................. $-- 230,000
President and CEO
Jurgen von Heyden........................................... -- --
Vice President
Joe A. Bubenzer............................................. -- 80,000
President, Engineered Products Division
Milton D. Kniss............................................. -- 87,500
Vice President
John J. Knappenberger....................................... -- 80,000
Vice President
Executive Officers.......................................... -- 827,500
Non-Executive Directors..................................... -- 130,000
Non-Executive Employees..................................... -- 458,100
</TABLE>

- ---------------
(1) Dollar value calculated as the product of (i) the number of options and (ii)
the difference between the closing price of a share of Dura Class A Stock on
March 31, 2000 as updated on the Nasdaq National Market and the exercise
price of such options.

No stock options granted under the 1998 Plan were exercised during Dura's
last completed fiscal year. The number of stock options that will be granted
under the 1998 Plan to the above-named individuals and groups in the future is
not determinable at this time.

Share Limitations. The maximum aggregate number of shares of Dura Class A
Stock which may be issued under the 1998 Plan, subject to adjustment in the
event of a stock split or other reclassification of Dura's outstanding capital
stock, is (a) 1,000,000 shares, plus (b) any shares returned to the 1996 Key
Employee Stock Option Plan (the "1996 Plan") as a result of termination of
options under the 1996 Plan, plus (c) an annual increase to be added on the date
of each annual meeting of stockholders of Dura, beginning with the 2001 annual
meeting of stockholders, equal to the lesser of (i) 1,000,000 shares, (ii) five
percent of the outstanding number of shares of Dura Common Stock on such date or
(iii) a lesser amount determined by the Dura Board. Such shares may be
authorized, but unissued, or reacquired Dura Class A Stock.

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<PAGE> 11

As of March 31, 2000, 1,672,521 shares of Dura Class A Stock were available
for issuance under the 1998 Plan, 1,277,000 shares were subject to outstanding
and unexercised options under the 1998 Plan and 405,593 shares were subject to
outstanding and unexercised options under the 1996 Plan. Options outstanding or
available for issuance under the 1996 Plan will not be affected by the adoption
of the amendment to the 1998 Plan.

As of March 31, 2000, the closing price of a share of Dura Class A Stock on
the Nasdaq National Market was $17.19.

Administration. The 1998 Plan is currently administered by the
Compensation Committee. The 1998 Plan provides that it may be administered by a
committee of the Dura Board and may be administered by different committees of
the Dura Board with respect to different groups of employees, directors,
officers and consultants. In most instances, the 1998 Plan is administered in
order to qualify any options issued thereunder as "performance-based
compensation" within the meaning of Section 162(m) of the Internal Revenue Code
of 1986, as amended (the "Code"), and to qualify a transaction as exempt under
Rule 16b-3 under the Exchange Act.

The administrator's decisions, determinations and interpretations with
respect to the 1998 Plan are final and binding on all participants. Subject to
the provisions of the 1998 Plan, and in the case of a committee of the Dura
Board, subject to the specific duties delegated by the Dura Board to such
committee, the administrator has wide discretion and flexibility to administer
the 1998 Plan in the manner it determines to be in the best interests of Dura.
For example, (i) grants may be made in various combinations and subject to
various conditions, restrictions and limitations; (ii) the terms and conditions
of each grant need not be same with respect to each participant; (iii) the
administrator may provide for the exchange of outstanding options for options
with a lower exercise price; and (iv) the administrator make all other
determinations deemed necessary or advisable for administering the 1998 Plan.
These examples are for illustrative purposes only and do not purport to
constitute an exclusive or comprehensive identification of the manner in which
the administrator may exercise its broad authority in administering the 1998
Plan.

TYPES OF AWARDS

Stock Options. Dura may grant both options intended to qualify as
incentive stock options within the meaning of Section 422 of the Code
("incentive options") and other stock options ("nonstatutory options"), subject
to (i) a maximum award to any one grantee in any fiscal year of Dura of options
to purchase 500,000 shares of Class A Stock (not including options to purchase
up to an additional 500,000 shares in connection with a participant's initial
service) and (ii) with respect to grants of incentive options, a maximum value
of $100,000 (determined at the time of grant) of underlying Class A Stock for
which any participant's incentive options first become exercisable in any
calendar year.

The exercise price of any option will be determined by the administrator in
its discretion, provided that (1) in the case of incentive options and
nonstatutory options intended to qualify as "performance-based compensation,"
the exercise price of any option may not be less than 100% of the fair market
value of a share of Dura Class A Stock on the date of grant of the option, and
(2) in the case of incentive options, the exercise price of an incentive option
awarded to a person who owns stock constituting more than 10% of Dura's voting
power may not be less than 110% of such fair market value on such date.
Notwithstanding the foregoing, options may be granted with a per share exercise
price less than 100% of the fair market value of a share of Dura Class A Stock
on the date of grant in connection with a merger or other corporate transaction.

The administrator shall determine the acceptable form of consideration for
exercising an option, which may consist of cash, a check, a promissory note, the
delivery of shares of Dura Class A Stock with a fair market value equal to the
exercise price, consideration received by Dura under a cashless exercise
program, a reduction in the amount of any liability of Dura to the optionee, or
any combination of these methods of payment.

The term of each option will be established by the administrator, subject
to a maximum term of ten years from the date of grant in the case of any
incentive option and of five years from the date of grant in the case of

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<PAGE> 12

an incentive option granted to a person who owns stock constituting more than
10% of Dura's voting power. In addition, the 1998 Plan provides that all options
generally cease vesting on the date on which a grantee ceases to be a director,
officer or employee of, or to otherwise perform services for, Dura or its
subsidiaries. Options generally terminate 90 days after such date.

There are, however, certain exceptions depending upon the circumstances of
cessation. In the case of a grantee's disability or death, unless otherwise
stated in the agreement between the optionee and Dura (the "Option Agreement"),
all options cease vesting on the date on which the optionee is terminated and
vested options remain exercisable for a period of twelve months following the
grantee's termination. In the event of voluntary retirement after the age of
59.5 years, unless otherwise stated in the Option Agreement, all options cease
vesting on the date on which the optionee is terminated and vested options
remain exercisable for a period of twelve months following the grantee's
termination provided that the optionee does not engage in conduct that is
detrimental to Dura, as determined by a committee of the Dura Board of Directors
in its good faith judgment. If there is a change in control of Dura, if provided
in the Option Agreement, the options will immediately become fully exercisable
or the administrator may direct Dura to cash out all existing options as of the
date of the change of control or such other date as the administrator may
determine.

Stock Purchase Rights. The administrator may grant stock purchase rights
alone or in tandem with other awards under the 1998 Plan and/or with cash awards
made outside of the 1998 Plan. After the administrator determines that it will
offer stock purchase rights under the 1998 Plan, it will advise the offeree in
writing of the terms, conditions and restrictions related to the offer,
including the number of shares that the offeree shall be entitled to purchase,
the price to be paid, and the time within which the offeree must accept such
offer. The offer shall be accepted by execution of a restricted stock purchase
agreement in the form determined by the administrator. Unless the administrator
determines otherwise, the restricted stock purchase agreement shall grant Dura a
repurchase option exercisable upon the voluntary or involuntary termination of
the purchaser's service with Dura for any reason (including death or
disability). The purchase price for shares repurchased pursuant to the
restricted stock purchase agreement shall be the original price paid by the
purchaser and may be paid by cancellation of any indebtedness of the purchaser
to Dura. The repurchase option shall lapse at a rate determined by the
administrator.

TRANSFERABILITY

Unless determined otherwise by the administrator, an option or stock
purchase right may not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the optionee, only by
the optionee. If the administrator makes an option or stock purchase right
transferable, such option or stock purchase right shall contain such additional
terms and conditions as the administrator deems appropriate.

CHANGES IN CAPITALIZATION

Subject to any required action by the stockholders of Dura, the number of
shares of Class A Stock covered by each outstanding option and stock purchase
right, and the number of shares of Class A Stock which have been authorized for
issuance under the 1998 Plan but as to which no options or stock purchase rights
have yet been granted or which have been returned to the 1998 Plan upon
cancellation or expiration of an option or stock purchase right, as well as the
price per share of Class A Stock covered by each such outstanding option or
stock purchase right, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Class A Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Class A Stock, or any other increase or decrease in the number of issued
shares of Class A Stock effected without receipt of consideration by Dura;
provided, however, that conversion of any convertible securities of Dura
(including shares of Class B Stock) shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as set forth above, no issuance by Dura of shares of stock of any class,
or securities convertible into shares of stock of any class, shall affect, and
no adjustment by reason thereof shall be made with respect to, the number or
price of shares of Class A Stock subject to an option or stock purchase right.
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<PAGE> 13

DISSOLUTION OR LIQUIDATION

In the event of the proposed dissolution or liquidation of Dura, the
administrator shall notify each optionee as soon as practicable prior to the
effective date of such proposed transaction. The administrator in its discretion
may provide for an optionee to have the right to exercise his or her option
until ten (10) days prior to such transaction as to all of the optioned stock
covered thereby, including shares as to which the option would not otherwise be
exercisable. In addition, the administrator may provide that any Dura repurchase
option applicable to any shares purchased upon exercise of an option or stock
purchase right shall lapse as to all such shares, provided the proposed
dissolution or liquidation takes place at the time and in the manner
contemplated. To the extent it has not been previously exercised, an option or
stock purchase right will terminate immediately prior to the consummation of
such proposed action.

MERGER OR ASSET SALE

In the event of a merger of Dura with or into another corporation, or the
sale of substantially all of the assets of Dura, each outstanding option and
stock purchase right shall be assumed or an equivalent option or right
substituted by the successor corporation or a parent or subsidiary of the
successor corporation. In the event that the successor corporation refuses to
assume or substitute for the option or stock purchase right, the optionee shall
fully vest in and have the right to exercise the option or stock purchase right
as to all of the optioned stock, including shares as to which it would not
otherwise be vested or exercisable. If an option or stock purchase right becomes
fully vested and exercisable in lieu of assumption or substitution in the event
of a merger or sale of assets, the administrator shall notify the optionee in
writing or electronically that the option or stock purchase right shall be fully
vested and exercisable for a period of fifteen (15) days from the date of such
notice, and the option or stock purchase right shall terminate upon the
expiration of such period. For the purposes of this paragraph, the option or
stock purchase right shall be considered assumed if, following the merger or
sale of assets, the option or right confers the right to purchase or receive,
for each share of optioned stock subject to the option or stock purchase right
immediately prior to the merger or sale of assets, the consideration (whether
stock, cash, or other securities or property) received in the merger or sale of
assets by holders of Class A Stock for each share held on the effective date of
the transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding shares);
provided, however, that if such consideration received in the merger or sale of
assets is not solely common stock of the successor corporation or its parent,
the administrator may, with the consent of the successor corporation, provide
for the consideration to be received upon the exercise of the option or stock
purchase right, for each share of optioned stock subject to the option or stock
purchase right, to be solely common stock of the successor corporation or its
parent equal in fair market value to the per share consideration received by
holders of Class A Stock in the merger or sale of assets.

AMENDMENT AND TERMINATION OF THE 1998 PLAN

The Dura Board of Directors may amend or terminate the 1998 Plan in its
discretion, except that no amendment will become effective without prior
approval of Dura's stockholders if such approval is necessary for continued
compliance with applicable laws, including any stock exchange listing
requirements. Furthermore, any termination may not materially and adversely
affect any outstanding rights or obligations under the 1998 Plan without the
affected participant's consent.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following is a brief summary of the principal federal income tax
consequences to participants of the grant and exercise of certain awards under
the 1998 Plan. This summary does not purport to address all aspects of federal
income taxes that may affect participants in light of their individual
circumstances. Moreover, this summary is based upon the current provisions of
the Code, Treasury Regulations (including proposed Treasury Regulations)
promulgated thereunder, rulings, administrative pronouncements and court
interpretations thereof in effect as of the date hereof. It is possible that
future legislative, regulatory, judicial or administrative changes or
interpretations could modify such tax consequences and the conclusions reached
below and that any such change could apply retroactively. This summary applies
only to participants who
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<PAGE> 14

acquire options under the 1998 Plan in connection with their employment by Dura
or one of its affiliates and exercise such options during their lifetimes.
Because federal income tax consequences will vary as a result of individual
circumstances, each option holder is urged to consult a tax advisor with respect
to the tax consequences (including those under state and local tax laws) of the
grant and exercise of stock options under the 1998 Plan. Moreover, the following
summary relates only to option holders' federal income tax treatment. The state,
local and foreign tax consequences may be substantially different from the
federal income tax consequences described herein.

1. Taxation of Ordinary Income and Capital Gains.

The ordinary income of an individual taxpayer currently is generally
subject to a maximum federal income tax rate of 39.6%, while long-term capital
gains of an individual currently are generally subject to a maximum tax rate of
20%. The effective marginal rates of some taxpayers may be higher to the extent
that they are subject to the phase-out of personal exemptions or the reduction
of itemized deductions that occur at certain income levels. The classification
of income as capital or ordinary is also relevant for taxpayers who have capital
losses or investment interest.

2. Options.

Under the 1998 Plan, a participant may be granted incentive options or
nonstatutory options or both. Generally, the tax consequences to an option
holder with respect to incentive options will be different from the tax
consequences with respect to nonstatutory options, as more fully explained
below. In addition, the discussion below assumes that at the time a nonstatutory
option is exercised, the shares received are either fully vested or the holder
makes a timely election under Section 83(b).

3. Nonstatutory Options.

The holder of a nonstatutory option does not recognize taxable income upon
the grant of the nonstatutory option, nor is Dura entitled, for income tax
purposes, to a deduction upon such a grant. The option holder recognizes
ordinary compensation income (subject to withholding taxes) on the exercise of a
nonstatutory option equal to the excess of the fair market value of the shares
received on exercise over the option exercise price. The fair market value of
the shares is measured on the exercise date. If such taxable compensation is
properly included in the holder's gross income by the holder or is deemed to
have been properly included as a result of the timely satisfaction of certain
reporting requirements by Dura, Dura should be entitled to a deduction in
computing its federal income taxes in an amount equal to the ordinary income
recognized by the option holder on the exercise of the nonstatutory option.

If an option holder sells shares acquired pursuant to the exercise of a
nonstatutory option, the option holder will recognize capital gain or loss equal
to the difference between the selling price of the shares and their fair market
value on the exercise date. The capital gain is long-term or short-term,
depending on whether the option holder has held the option shares for more than
one year after the exercise date. Dura is not entitled to any deduction with
respect to any capital gain recognized by the option holder.

The previous paragraph assumes, for simplicity, that the option holder's
tax basis in the option shares sold is equal to the fair market value of such
shares on the exercise date. While this would be the case if the option holder
had paid the exercise price for such shares in cash, it would not normally be
the case if the option holder paid the exercise price in whole or in part by
delivery of other Dura Class A Stock. In the latter case, the option holder's
tax basis in, and holding period for, the previously acquired shares surrendered
carries over to an equal number of the option shares received on a
share-for-share basis. Shares received in excess of the shares surrendered have
a tax basis equal to the fair market value of those received shares on the
exercise date and the option holder's holding period for such received shares
begins on the exercise date. The option holder's capital gain or loss on a sale
of option shares would be determined based on the option holder's actual basis
in the shares sold and the long-term or short-term nature of any gain would be
based on the option holder's actual holding period.

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<PAGE> 15

4. Incentive Stock Options.

The holder of an incentive option does not realize taxable income upon the
grant or exercise of the incentive option and Dura is not entitled to any
deduction with respect to such grant or exercise. However, upon exercise of an
incentive option, the excess of the fair market value on the exercise date of
the shares acquired pursuant to the exercise of the incentive option over the
exercise price will be included in the option holder's alternative minimum
taxable income and may cause or increase a liability for alternative minimum
tax. Such alternative minimum tax may be payable even though the option holder
receives no cash upon the exercise of the incentive option with which to pay
such tax.

The income tax treatment of any gain or loss realized upon an option
holder's disposition of option shares depends on the timing of the disposition.
If the option shares have been held for at least one year and if at least two
years have elapsed since the date of grant of the incentive option (the
"Required Holding Periods"), then the option holder recognizes (i) long-term
capital gain to the extent that the selling price exceeds the exercise price or
(ii) long-term capital loss to the extent that the exercise price exceeds the
selling price. In either case, no deduction is allowed to Dura.

If an option holder disposes of option shares before the expiration of the
Required Holding Period ("Disqualifying Disposition"), then (i) if the selling
price exceeds the fair market value of the option shares on the date the
incentive option was exercised, the excess of such fair market value over the
exercise price is taxable to the option holder as ordinary income and the excess
of the selling price over such fair market value is taxable to the option holder
as capital gain (long-term or short-term depending on whether the option holder
has held the shares for more than one year), (ii) if the selling price exceeds
the exercise price but does not exceed the fair market value of the option
shares on the date the incentive option was exercised, the excess of the selling
price over the exercise price is taxable to the option holder as ordinary income
and (iii) if the selling price is less than the exercise price, the difference
is treated as capital loss to the option holder. If, however, the disposition is
a sale to a related party (as defined in Section 267(b) of the Code to include,
for example, a member of the option holder's family or a corporation
majority-owned by the option holder) or a gift, then the ordinary income
recognized by the option holder will not be less than the excess of the fair
market value of the option shares on the exercise date over the option exercise
price. In each case, Dura is entitled to a deduction equal to the amount of
ordinary income (but not capital gain) recognized by the option holder on the
Disqualifying Disposition, provided such taxable amount is, or is deemed to be,
included in the gross income of the option holder.

The previous paragraphs assume, for simplicity, that the option holder's
tax basis in the option shares disposed of is equal to the option exercise
price. While this would be the case if the option holder had paid the option
exercise price for such shares in cash, it would not normally be the case if the
option holder paid the option exercise price in whole or in part by delivery of
the Class A Stock. If an option holder delivers previously acquired Common Stock
(other than shares acquired upon exercise of an incentive option and not held
for the Required Holding Periods) in payment of all or part of the option
exercise price of an incentive option, the option holder's tax basis in, and
holding period for, the previously acquired shares surrendered carries over to
an equal number of the option shares received (for capital gain purposes, but
not for purposes of determining whether a Disqualifying Disposition occurs) on a
share-for-share basis. Shares received in excess of the shares surrendered have
a tax basis equal to the amount paid (if any) by the option holder to exercise
the incentive option in addition to the previously acquired shares, and such
shares' holding period begins on the exercise date. Proposed regulations
provided that where an incentive option is exercised using previously acquired
shares, a later Disqualifying Disposition of the shares received will be deemed
to have been a disposition of the shares having the lowest basis first. The
option holder's capital gain or loss on a sale of option shares would be
determined based on the option holder's actual basis in such shares (increased
by any ordinary income on such disposition) and the long-term or short-term
nature of any gain would be based on the option holder's actual holding period.

If an option holder pays the exercise price of an incentive option in whole
or in part with previously acquired Class A Stock that was acquired upon the
exercise of an incentive option and that has not been held for the Required
Holding Periods, the option holder will recognize ordinary income (but not
capital gain) with

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<PAGE> 16

respect to the surrendered shares under the rules applicable to Disqualifying
Dispositions. Dura will be entitled to a corresponding deduction. The option
holder's basis in the shares received in exchange for the shares surrendered
will be increased by the amount of ordinary income the option holder recognizes.

Under the 1998 Plan, the Committee may allow options to be exercised after
the termination of an option holder's employment. However, if an incentive
option is exercised more than three months after the termination of an option
holder's employment other than because of the option holder's death (or more
than one year after the termination of an option holder's employment because of
disability) the option holder will be taxed on the exercise as if the incentive
option were a nonstatutory option.

5. Other Awards.

Because other awards may take many forms, as determined by the Committee,
it is not possible to describe generally what their tax treatment will be.

6. Effect of Section 16(b) of the Securities Exchange Act of 1934.

The tax consequences to an option holder of the exercise of either an
incentive option or a nonstatutory option may vary from those described above if
the option holder is a person who is subject to liability under Section 16(b) of
the Exchange Act (typically, officers, directors and 10% stockholders of a
corporation) for certain dealings in the Class A Stock (a "16(b) Person"). In
general, an option holder who is a 16(b) Person will not recognize income on
receipt of the Class A Stock until such holder is no longer subject to a
liability under Section 16(b) with respect to the disposition of such Class A
Stock. However, the option holder may elect to be taxed based on the fair market
value of the shares on the exercise date (and have a holding period beginning on
the exercise date) by filing an election under Section 83(b) of the Code within
30 days of the exercise date.

7. Effect of Section 162(m) of the Internal Revenue Code.

Starting with tax years beginning after January 1, 1994, a publicly held
corporation may not deduct compensation paid to its chief executive officer and
its four other most-highly compensated officers in excess of $1 million per
officer during a corporate taxable year except to the extent such amounts in
excess of $1 million qualify for an exception to this limitation. To qualify for
this exception, such amounts must be determined on the basis of preestablished,
objective, nondiscretionary formulae that meet certain shareholder and outside
director approval requirements. For this purpose, "compensation" is broadly
defined and would include, for example, income realized on the exercise of
nonstatutory options or SARs, disqualifying dispositions of incentive option
shares, and the receipt (if a timely Section 83(b) election is made) or vesting
(if no Section 83(b) election is made) of restricted stock. Thus, to the extent
awards granted to Dura's chief executive officer and the four other most highly
compensated officers do not qualify for the performance based-exception, Dura's
deductions with respect to such awards may be subject to the $1 million per
executive deduction limitation.

PROPOSAL NO. 4

APPROVAL OF THE DURA AUTOMOTIVE SYSTEMS, INC.
DIRECTOR DEFERRED STOCK PURCHASE PLAN

On March 31, 2000, the Board of Directors adopted the Dura Automotive
Systems, Inc. Director Deferred Stock Purchase Plan (the "Plan"), subject to
approval by the Company's stockholders. The Plan permits each Outside Director
(as defined by the Plan) to defer and invest all or part of his or her annual
retainer in restricted stock units equivalent to shares of Company stock. The
following summary of the Plan is subject to the specific provisions contained in
the complete text of the Plan set forth in Appendix B to this Proxy Statement.

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<PAGE> 17

Purpose. The purposes of the Plan are to provide Outside Directors the
opportunity to increase their equity interest in the Company, to attract and
retain highly qualified directors and to align the interests of directors with
the interests of stockholders of the Company.

Administration. The Plan will be administered by the Compensation
Committee of the Board of Directors (the "Committee"), or any other committee
designated by the Board of Directors to administer the Plan.

Eligibility. Each Director of the Company who qualifies as an Outside
Director is eligible to participate in the Plan. An Outside Director is any
director of the Company who (a) is not a contractual nor common law employee of
the Company or any of its subsidiaries or affiliates, or (b) does not directly
or indirectly own beneficially more than five percent (5%) of any outstanding
security of the Company, including being a shareholder, owner, partner,
director, or holder of more than ten percent (10%) of the equity or capital of
any entity which owns beneficially more than five percent (5%) of any
outstanding security of the Company. Each year, an Outside Director may become a
participant in the Plan by filing with the Committee an "Election to
Participate" in advance of the beginning of such plan year. Each plan year will
commence on the date of the Company's Annual Meeting of Stockholders for that
year and end at the date of the Annual Meeting in the following year. There are
currently five Outside Directors eligible to participate in the Plan.

Restricted Stock Units. The Plan permits each Outside Director to defer
and invest all or part of his or her annual retainer in restricted stock units
("Restricted Stock Units") equivalent to shares of Class A Stock of the Company.
Each year an Outside Director may elect to defer a percentage in an amount equal
to at least 25% of the retainer. The deferred amount will be reflected on the
Company's records as Restricted Stock Units credited to an account maintained by
the Company for each participant.

The Restricted Stock Unit account maintained for each participant will
consist of a Basic Account and a Premium Account. The number of Restricted Stock
Units credited to a participant's Basic Account is determined by dividing the
amount of the deferred retainer by the fair market value of a share of Class A
on the last business day of the month in which the Company's Annual Meeting of
Stockholders is held for that year. The number of Restricted Stock Units
concurrently credited to a participant's Premium Account will equal one third
the number credited to the participant's Basic Account.

All Restricted Stock Units credited to a participant's Basic Account will
be fully vested and nonforfeitable. All Restricted Stock Units credited to a
participant's Premium Account become fully vested and nonforfeitable on the
first day of the third plan year following the date such Restricted Stock Units
are credited to the participant's Premium Account. In addition, all Restricted
Stock Units are immediately vested and nonforfeitable if a director's status
terminates due to death, disability, normal retirement or terminates within 24
months following a "change of control" of the Company as defined in the Plan.

The Plan provides that as dividends are paid on shares of Class A Stock, an
equivalent number of additional Restricted Stock Units will be credited to the
participant's Restricted Stock Unit Account.

Payment of Accounts. Payment of the vested Restricted Stock Units to a
participant will commence in January of the year of payment specified by the
participant in his or her initial deferral election, unless amended in
accordance with the terms of the Plan. The total number of vested whole
Restricted Stock Units in a participant's Restricted Stock Unit Account will be
paid the participant in an equal number of whole shares of Company Class A
Stock. The participant may also elect in his or her initial deferral election to
receive installment payments over a period not to exceed ten years. Payment may
be made only in the form of the Company's Class A Stock.

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<PAGE> 18

Shares Subject to the Plan. The maximum aggregate number of shares of
Company Class A Stock that may be issued under the Plan is 200,000 shares of
authorized but unissued shares. An unlimited number of shares may be acquired by
the Company to fund its obligations under the Plan. The number of shares that
may be issued under the Plan is subject to adjustments in the event of a merger,
reorganization, consolidation, recapitalization, dividend (other than ordinary
cash dividends), stock splits, or other change in corporate structure affecting
the Common Stock.

Termination or Amendment of the Plan. The Board may at any time amend,
discontinue, or terminate the Plan or any part thereof; provided, however, that
no amendment may adversely affect the right of any participant to have dividend
units credited to a Restricted Stock Unit Account or to receive payment of any
shares of Class A Stock upon the payout of such accounts, unless the participant
consents. Except as provided in the Plan, no amendment to the Plan that
increases the number of authorized but unissued shares of Class A Stock that may
be issued under the Plan will be effective unless approved by the stockholders
of the Company.

Participation and Assignability. The right to have amounts credited to a
Restricted Stock Unit Account and the right to receive payment with respect to
such account under the Plan are not assignable or transferable and may not be
subject to any encumbrances, liens, pledges, or charges of the participant or
the claims of the participant's creditors. Neither the Plan nor any Restricted
Stock Units granted under the Plan entitles any participant to any right to
continue to serve as a director of the Company.

Federal Tax Consequences. The following summarizes the consequences of the
deferral of the retainer amount and the crediting of Restricted Stock Units
under the Plan for federal income tax purposes, based on management's
understanding of existing federal income tax laws. This summary is necessarily
general in nature and does not purport to be complete. Also, State and local
income tax consequences are not discussed, and may vary from locality to
locality.

Participants are not taxed at the time of the deferral of the retainer or
upon crediting of the Restricted Stock Units. Upon issuance of Company Class A
Stock to a participant in satisfaction of that participant's Restricted Stock
Units, the participant will be taxed at ordinary income tax rates on the value
of the Common Stock received, and the Company will be entitled to a
corresponding deduction. The participant's basis in the shares of Common Stock
received will be equal to the amount of ordinary income on which he or she was
taxed and, upon subsequent disposition, any gain or loss will be capital gain or
loss.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE PROPOSED
PLAN.

PROPOSAL NO. 5

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors, upon recommendation of the Audit Committee, has
appointed Arthur Andersen LLP as independent public accountants, to audit the
consolidated financial statements of Dura for the year ending December 31, 2000,
and to perform other appropriate services as directed by Dura's management and
the Board of Directors.

A proposal will be presented at the meeting to ratify the appointment of
Arthur Andersen LLP as Dura's independent public accountants. It is expected
that a representative of Arthur Andersen LLP will be present at the Annual
Meeting to respond to appropriate questions or to make a statement if he or she
so desires. If the stockholders do not ratify this appointment by the
affirmative vote of a majority of the voting power of the

15
<PAGE> 19

shares represented in person or by Proxy at the meeting, other independent
public accountants will be considered by the Board of Directors upon
recommendation of the Audit Committee.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS DURA'S INDEPENDENT PUBLIC ACCOUNTANTS.

OTHER BUSINESS

At the date of this Proxy Statement, Dura has no knowledge of any business
other than that described above that will be presented at the Annual Meeting. If
any other business should properly be brought before the Annual Meeting and any
adjournments or postponements thereof, the Proxies will be voted in the
discretion of the Proxy holders.

SECURITY OWNERSHIP

The table below sets forth certain information regarding the equity
ownership of Dura as of March 1, 2000 by (i) each person or entity known to Dura
who beneficially owns five percent or more of the Common Stock of Dura, (ii)
each Director, Director Nominee and Named Executive Officer (as defined) and
(iii) all Directors and executive officers of Dura as a group. Unless otherwise
stated, each of the persons named in the table has sole voting and investment
power with respect to the securities beneficially owned by it or him as set
forth opposite its or his name. Beneficial ownership of the Common Stock listed
in the table has been determined in accordance with the applicable rules and
resultations promulgated under the Exchange Act.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
----------------------------------------------
CLASS A STOCK CLASS B STOCK
--------------------- ---------------------
NUMBER PERCENT NUMBER PERCENT
DIRECTORS, OFFICERS AND 5% STOCKHOLDERS OF SHARES OF CLASS OF SHARES OF CLASS
- --------------------------------------- --------- -------- --------- --------
<S> <C> <C> <C> <C>
ONEX DHC LLC(1)(2)................................ -- -- 1,972,913 59.4%
Alkin Co.(2)(3)................................... -- -- 1,366,810 41.0%
J2R Corporation(2)(4)............................. -- -- 308,211 9.3%
S.A. Johnson(2)(4)................................ 12,500 * 317,879 9.6%
Karl F. Storrie(2)(5)............................. 116,900 * 115,531 3.5%
David R. Bovee(2)................................. 20,000 * 26,308 *
Joe A. Bubenzer(2)................................ 22,450 * 23,814 *
Donald DeFosset, II............................... 112,365 * -- --
John J. Knappenberger............................. 45,959 * -- --
Milton D. Kniss(2)................................ 23,128 * 8,961 *
William Ohrt...................................... -- -- -- --
Michael Paquette.................................. 15,095 * -- --
Robert Pickering.................................. 9,570 * -- --
Scott D. Rued(2)(6)............................... 3,750 * 308,211 9.3%
Robert E. Brooker, Jr. ........................... 30,733 * -- --
W.H. Clement(2)................................... 2,000 * -- --
Jack K. Edwards................................... 10,700 * -- --
James O. Futterknecht............................. 42,285 * -- --
J. Richard Jones.................................. 16,667 * -- --
John C. Jorgensen(2)(3)........................... -- -- 1,366,810 41.0%
William L. Orscheln(2)(3)......................... -- -- 1,366,810 41.0%
Eric J. Rosen(1)(2)............................... 5,000 * 1,972,913 59.4%
Ralph R. Whitney, Jr. ............................ 18,800 -- -- --
American Express Company(7)....................... 1,675,114 11.9% -- --
</TABLE>

16
<PAGE> 20

- ---------------
* Less than one percent.

(1) Reflects shares of Class B Stock held by Onex DHC LLC, which has shared
voting power over 1,972,913 shares of Common Stock (see footnote (2)) and
sole dispositive power over 1,394,913 shares of Class B Stock. Mr. Rosen, a
Director of the Company, is Managing Director of Onex Investment Corp. and
disclaims beneficial ownership of all shares of Common Stock owned by Onex
DHC LLC. Onex DHC LLC and Onex Investment Corp. are both wholly owned
subsidiaries of Onex Corporation. The address for Onex DHC LLC and Mr. Rosen
is c/o Onex Investment Corp., 712 Fifth Avenue, 40th Floor, New York, New
York 10019.

(2) Onex, J2R, Messrs. Johnson, Storrie, Bovee, Bubenzer, Kniss, Rosen and Rued
and certain of the Company's other existing stockholders have entered into
agreements pursuant to which such stockholders agreed to vote their shares
of Common Stock in the same manner as Onex votes its shares on all matters
presented to the Company's stockholders for a vote and, to the extent
permitted by law, granted to Onex a proxy to effectuate such agreement. As a
result, Onex has voting control of approximately 59.4% of the Common Stock.

(3) Includes 14,420 shares issuable upon the exercise of currently exercisable
options issued to Alkin in connection with the Company's acquisition of the
automotive parking brake cable and lever business and light duty cable
business from Alkin. Messrs. Jorgensen and Orscheln are officers of Alkin
and Mr. Jorgensen disclaims beneficial ownership of the shares owned by
Alkin. The address for Alkin is 2000 U.S. Highway 63 South, Moberly,
Missouri 65270, and the address for each such individual is c/o Alkin at the
same address.

(4) Includes 308,211 shares owned by J2R, of which Mr. Johnson is President, and
9,668 shares owned by Mr. Johnson. The address for Mr. Johnson and J2R is
c/o Dura Automotive Systems, Inc., 4508 IDS Center, Minneapolis, Minnesota
55402.

(5) Includes 1,400 shares owned by Mr. Storrie's wife. Mr. Storrie disclaims
beneficial ownership of such shares.

(6) Includes 308,211 shares owned by J2R, of which Mr. Rued is a stockholder.
Mr. Rued disclaims beneficial ownership of the shares owned by J2R. The
address for Mr. Rued is c/o Dura Automotive Systems, Inc., 4508 IDS Center,
Minneapolis, Minnesota 55402.

(7) American Express Company ("AEC") and American Express Financial Corporation
("AEFC") each reported as of December 31, 1999 shared dispositive power with
respect to 1,675,114 shares of Class A Stock and shared voting power with
respect to 114 shares of Class A Stock. AXP Discovery Fund Inc. reported as
of December 31, 1999 sole voting power and shared dispositive power with
respect to 1,675,000 shares of Class A Stock. The address for AEC is
American Express Tower, 200 Vesey Street, New York, New York 10285 and the
address for AEFC and AXP Discovery Fund Inc. is IDS Tower 10, Minneapolis,
Minnesota 55440.

(8) Dimension Fund Advisors reported as of February 11, 2000 sole voting power
with respect to 714,888 shares of Class A Stock, representing 5.1% of the
outstanding shares of Class A Stock at that time. The address for
Dimensional Fund Advisors Inc. is 1299 Ocean Avenue, 11th Floor, Santa
Monica, CA 90401.

17
<PAGE> 21

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth compensation packages for the years ended
December 31, 1999, 1998 and 1997 for Dura's Chief Executive Officer and the
Named Executive Officers. Other than its stock option plans and the Deferred
Income Leadership Stock Purchase Plan, Dura does not maintain any long-term
compensation plans.

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------- ------------
OTHER ANNUAL OPTIONS ALL OTHER
SALARY BONUS COMPENSATION GRANTED COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($)(1) ($) (#) ($)(3)
- --------------------------- ---- -------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Karl F. Storrie............ 1999 $500,000 $800,000 $53,173(4) 140,000 $8,047
President and Chief 1998 400,000 550,000 (2) 90,000 6,906
Executive Officer 1997 345,833 425,000 (2) 30,000 6,856
Jurgen von Heyden.......... 1999 204,157 429,000 (2) -- --
Vice President(5)
Joe A. Bubenzer............ 1999 259,000 275,000 (2) 50,000 6,802
Senior Vice President 1998 239,000 160,000 (2) 30,000 5,322
1997 187,083 150,000 (2) 12,500 5,322
Milton D. Kniss............ 1999 250,000 275,000 (2) 50,000 6,949
Vice President 1998 200,000 190,000 (2) 37,500 5,724
1997 167,917 150,000 (2) 12,500 5,724
John J. Knappenberger...... 1999 200,000 210,000 (2) 50,000 7,264
Vice President 1998 175,000 130,000 (2) 30,000 5,664
1997 147,500 120,000 (2) 10,000 5,614
</TABLE>

- ---------------
(1) Includes amounts deferred by employees under Dura's 401(k) employee savings
plan, pursuant to Section 401(k) of the Internal Revenue Code and bonus
amounts deferred into the Deferred Income Leadership Stock Purchase Plan.

(2) None of the perquisites or other benefits paid to each of the Named
Executive Officer exceeded the lesser of $50,000 or 10% of the total annual
salary and bonus received by such Named Executive Officers.

(3) The amounts disclosed in this column include amounts contributed by Dura to
Dura's 401(k) employees savings plan and profit sharing plan and dollar
value of premiums paid by Dura for term life insurance on behalf of the
named executive officers.

(4) Includes $37,322 of personal travel expenses paid by the Company.

(5) Mr. von Heyden became an employee of Dura in March 1999.

18
<PAGE> 22

OPTION GRANT TABLE

The following table shows all grants of options to acquire shares of Dura
Class A Stock granted to the Named Executive Officers under the 1998 Plan.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED
SECURITIES % OF TOTAL ANNUAL RATES OF
UNDERLYING OPTIONS STOCK PRICE APPRECIATION
OPTIONS GRANTED TO EXERCISE FOR OPTION TERM(2)
GRANTED EMPLOYEES IN PRICE EXPIRATION -------------------------
NAME (#)(1) FISCAL YEAR (PER SHARE) DATE 5% 10%
- ---- ---------- ------------ ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
K.F. Storrie............... 140,000 16.9% $17.00 12/17/2009 $1,496,769 $3,793,107
J. von Heyden.............. -- -- -- -- -- --
J.A. Bubenzer.............. 50,000 6.1% 17.00 12/17/2009 534,560 1,354,681
J.J. Knappenberger......... 50,000 6.1% 17.00 12/17/2009 534,560 1,354,681
M.D. Kniss................. 50,000 6.1% 17.00 12/17/2009 534,560 1,354,681
</TABLE>

- ---------------
(1) These options vest ratably over four years commencing one year from the date
of grant.

(2) Amounts reflect certain assumed rates of appreciation set forth in the
executive compensation disclosure rules of the SEC. Actual gains, if any, on
stock option exercises depend on future performance of Dura's Class A Stock
and overall stock market conditions. No assurances can be made that the
amounts reflected in these columns will be achieved.

OPTION EXERCISES AND YEAR-END VALUE TABLE

The following table shows aggregate exercise of options during 1999 by the
Named Executive Officers and the aggregate value of unexercised in-the-money
options held by each Named Executive Officer as of December 31, 1999.

AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
YEAR-END(#) YEAR-END($)
--------------- --------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ---- --------------- ------------ --------------- --------------------
<S> <C> <C> <C> <C>
K.F. Storrie................ -- -- 112,500/222,500 $220,350/$61,320
J. von Heyden............... -- -- 0/0 0/0
J.A. Bubenzer............... -- -- 21,250/81,250 0/21,900
J.J. Knappenberger.......... -- -- 38,623/78,750 65,732/21,900
M.D. Kniss.................. -- -- 23,125/86,875 0/21,900
</TABLE>

LONG-TERM INCENTIVE PLAN

<TABLE>
<CAPTION>
NUMBER OF SHARES, PERFORMANCE OR OTHER
UNITS OR OTHER PERIOD UNTIL MATURATION
NAME DOLLAR VALUE(1) RIGHTS(#)(2) OR PAYOUT(3)
- ---- --------------- ----------------- -----------------------
<S> <C> <C> <C>
K.F. Storrie............................. $200,000 16,037 3 years
J. von Heyden............................ -- -- --
J.A. Bubenzer............................ 68,750 5,292 3 years
J.J. Knappenberger....................... 137,500 8,041 3 years
M.D. Kniss............................... 105,000 10,625 3 years
</TABLE>

- ---------------
(1) The dollar value is equal to the cash bonus payments defined under the
Company's Deferred Income Leadership Stock Purchase Plan (the "Plan").
19
<PAGE> 23

(2) Represents the number of units credited to an employee's account under the
terms of the Plan. Under the terms of the Plan, participants may elect to
defer all or a portion (but not less than 15%) of their cash bonus payment.
Deferred amounts are credited in stock units, based on the value of the
Company's stock as of the date on which the bonus would have been paid to
the employee. Stock units are payable only in shares of the Company's common
stock. Includes the following number of restricted stock units credits to
each of the Named Executive's premium account, as described in footnote 2
below: K.F. Storrie -- 4,009, J.A. Bubenzer -- 1,323, J.J.
Knappenberger -- 2,010, and M.D. Kniss -- 2,656.

(3) Under the terms of the Plan, the number of restricted stock units credited
to a participant's basic account is required to equal the amount of the
deferred bonus, divided by the value of a share of the Company's common
stock on the date on which the cash bonus would otherwise be paid. In
addition, participants are concurrently credited with additional stock units
to a separate Premium Account equal to one-third of the number of the
restricted stock units credited to their basic account. Restricted stock
units credited to this Premium Account do not vest until the first day of
the third plan year following the date the units are credited to a
participant's account, provided that the participant is then an employee of
the Company. The Plan allows for accelerated vesting in the event of a
participant's death, disability, retirement or termination during a period
of 24 months following a change in control of the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of Dura's Compensation Committee are Robert E. Brooker, Jr.,
Jack K. Edwards and J. Richard Jones. See "Certain Relationships and Related
Transactions" for certain information concerning Onex.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

This Compensation Committee report shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or under the Exchange
Act, except to the extent that Dura specifically incorporates this information
by reference, and shall not otherwise be deemed filed under such Acts.

The following has been submitted by the Compensation Committee:

General Executive Officer Compensation Policies

The Compensation Committee is responsible for developing and recommending
Dura's executive compensation policies to the Board of Directors. The
Compensation Committee believes that executive compensation should be related to
the value created for Dura's stockholders. The executive officer compensation
program has been designed to attract and retain highly qualified and motivated
employees, and to reward superior performance. The executive compensation
program consists of three components: (1) base salary; (2) annual cash bonus;
and (3) long-term equity incentives.

Base Salary

The base salaries of the executive officers are based upon market and
competitive factors. This includes a comparison of the salaries for similar
positions at comparable companies. Increases in base salaries are based upon the
performance of the executive officers as compared to pre-established goals.

Annual Cash Bonus

The annual cash bonus for the executive officers is based in part on the
overall financial performance of Dura and in part on the performance of the
executive officer. The financial performance of Dura is measured by revenue and
operating income growth and actual performance against budgeted performance. The
performance of the executive officer is measured against pre-established goals
determined prior to the beginning of the year.

Long-Term Equity Incentives

The long-term equity incentives consist of the Company's Deferred Income
Leadership Stock Purchase Plan and awards under the 1998 Plan both administered
by the Compensation Committee. Pursuant to the terms of the 1998 Plan, options
are granted at an exercise price equal to Dura's Class A Stock price on the

20
<PAGE> 24

date the options are granted. The Compensation Committee believes these plans
align management's long-term interests with stockholder interests, as the
ultimate compensation is based upon Dura's stock performance. The Compensation
Committee also believes these plans are an effective method of providing key
management with long-term compensation. The Compensation Committee approves the
employees who participate in the 1998 Plan based upon recommendations by the
Chairman of the Board of Directors and the Chief Executive Officer ("CEO"). The
Compensation Committee determines the terms and conditions of the options based
upon individual performance, responsibility and tenure with the Company. The
Compensation Committee may also, based on the recommendation of the Board of
Directors, approve the issuance of stock option agreements not in connection
with the 1998 Plan. The Compensation Committee also has the authority to select
key leadership employees who are eligible to participate in the Deferred Income
Leadership Stock Purchase Plan.

Chief Executive Officer Compensation

The 1999 base salary of Karl F. Storrie, Dura's CEO, of $500,000 was based
upon market and competitive factors. The CEO's annual cash bonus is determined
in part based on the financial performance of Dura and in part on the
performance of the CEO. A bonus of $800,000 was earned by Mr. Storrie for 1999
(25% of which was deferred under the terms of the Deferred Income Leadership
Stock Purchase Plan). The financial performance of Dura is measured by increases
in revenues and operating income against budgeted amounts. The performance of
the CEO is measured against pre-established goals and against Dura's long-term
strategy. The CEO also participates in the 1998 Plan and was granted options
covering 140,000 shares during 1999.

The foregoing report has been approved by all members of the Compensation
Committee.

Compensation Committee:

Robert E. Brooker, Jr., Chairman
Jack K. Edwards
J. Richard Jones

21
<PAGE> 25

PERFORMANCE GRAPH

The following graph compares Dura's cumulative total stockholder return
since the Class A Stock became publicly traded on August 14, 1996 with the
Nasdaq National Market Index and with the OEM Automotive Supplier Composite
Index. The OEM Automotive Supplier Composite Index consists of the following:
Amcast Industrial Corporation, Borg-Warner Automotive, Inc., BREED Technologies,
Inc., Citation Corporation, Collins & Aikman Corporation, Control Devices, Inc.,
Dana Corporation, Donnelly Corporation, Eaton Corporation, Gentex Corporation,
Hayes Lemmerz International, Inc., Intermet Corporation, Johnson Controls, Inc.,
Lear Corporation, Magna International Inc., MascoTech, Inc., Modine
Manufacturing Company, Shiloh Industries, Inc., Simpson Industries, Inc., The
Standard Products Company, STRATTEC Security Corporation, Superior Industries
International, Inc., Tower Automotive, Inc., TRW Inc. and Walbro Corporation.
The comparison is based on the assumption that $100.00 was invested on August
15, 1996 in each of the Class A Stock, the Nasdaq National Market Index and the
OEM Automotive Supplier Composite Index with dividends reinvested.

COMPARISON OF TOTAL RETURN
AMONG NASDAQ NATIONAL MARKET INDEX,
OEM AUTOMOTIVE SUPPLIER COMPOSITE INDEX
AND DURA AUTOMOTIVE SYSTEMS, INC.
[COMPARISON GRAPH]

<TABLE>
<CAPTION>
DRRA NASDAQ OEM SUPPLIERS
---- ------ -------------
<S> <C> <C> <C>
Aug. 14, 1996 100.00 100.00 100.00
Dec. 31, 1996 132.40 113.80 115.40
Dec. 31, 1997 145.60 138.40 142.10
Dec. 31, 1998 200.70 193.40 139.50
Dec. 31, 1999 102.60 358.60 131.90
</TABLE>

22
<PAGE> 26

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Dura, Onex, J2R, Alkin and S.A. Johnson and certain other investors are
parties to a Stockholders Agreement pursuant to which each party has agreed to
vote his or its shares in the same manner that Onex votes its shares of Dura's
Common Stock.

Dura, Onex and certain stockholders including J2R, Alkin, S.A. Johnson and
Karl F. Storrie are parties to a registration agreement pursuant to which Dura
has granted certain of its stockholders rights to register shares of Dura's
Common Stock.

Dura paid fees to Hidden Creek of approximately $9.5 million in 1999 in
connection with the acquisitions of Excel, Adwest and Meritor, the offering of
the Subordinated Notes, the tender of the Trident notes, the amended Credit
Agreement and for various other management services. Certain officers and
employees of Hidden Creek continue to provide such services to Dura.

In November 1999, the Company acquired a 25% membership interest in
Automotive Aviation Partners LLC ("AAP"), the principal asset of which is a
Falcon 50 airplane. S.A. Johnson owns a 75% membership interest in AAP. The
Falcon 50 airplane was leased by AAP to DHCI Partners, LLC, a limited liability
company owned 25% by Dura Operating Corp. and 75% by Hidden Creek, under an
aircraft lease with a seven-year term and a 60-day cancellation clause. In
connection with the transaction, the Company guaranteed indebtedness of AAP to
Comerica Bank, such guarantee not to exceed $1.25 million, and Mr. Johnson
guaranteed indebtedness of AAP not to exceed $3.75 million.

In November 1999, Dura Operating Corp. formed Dura Aircraft Operating
Company, LLC ("DAOC"), a wholly-owned limited liability company. DAOC acquired a
Sabreliner 65 airplane owned by R.J. Aircraft II Company ("R.J.", which is 100%
owned by S.A. Johnson) in exchange for the Beechjet 400A airplane which was
owned by Dura Operating Corp. plus $200,000 in cash paid to R.J. In order to
effectuate a tax-free exchange transaction, the Company loaned Mr. Johnson $1.6
million which was repaid in December 1999 with interest. The Sabreliner 65 was
leased by DAOC to Dura Operating Corp. under an aircraft lease with a seven-year
term.

In connection with the December 1991 private placement of Common Stock, Mr.
Storrie acquired 139,531 shares of Class B Stock of which 115,531 shares are
still held by Mr. Storrie. Dura loaned Mr. Storrie $75,000 in connection with
such purchase. Mr. Storrie repaid $12,900 of the outstanding balance as of April
8, 1999. The remaining loan bears interest at 1 1/2% above the Base Rate,
matures on December 31, 2000 and is secured by a pledge of the shares.

SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING

Proposals of stockholders intended to be presented at the Annual Meeting in
2001 must be received by the assistant secretary of Dura Automotive Systems,
Inc., 2791 Research Drive, Rochester Hills, Michigan, 48309, no later than
December 7, 2000 to be considered for inclusion in Dura's 2001 proxy materials.
As of March 31, 2000, no proposals to be presented at the 2000 Annual Meeting
had been received by Dura.

The By-Laws provide that a stockholder wishing to present a nomination for
election of a director or to bring any other matter before an annual meeting of
stockholders must give written notice to the Company's Secretary not less than
60 days nor more than 90 days prior to the first anniversary of the previous
year's annual meeting (provided that in the event that date of the annual
meeting is changed by more than 30 days from such anniversary date, notice by
the stockholders must be received no later than the close of business on the
tenth day of the public announcement of such meeting) and that such notice must
meet certain other requirements. As a result, stockholders who intend to present
a proposal at the 2001 Annual Meeting without inclusion of such proposal in the
Company's proxy materials are required to provide notice of such proposal no
later than March 21, 2000 (assuming the date of next year's Annual Meeting is
not changed by more than 30 days). The Company's proxy related to the 2001
annual meeting will give discretionary voting authority to the proxy holders to
vote with respect to any such proposal that is received by the Company after
such date. Any stockholder interested in making such a nomination or proposal
should request a copy of the provisions of the By-Laws from the Secretary of the
Company.

23
<PAGE> 27

ADDITIONAL INFORMATION

This solicitation is being made by Dura. All expenses of Dura in connection
with this solicitation will be borne by Dura. Dura will request brokerage firms,
nominees, custodians and fiduciaries to forward Proxy materials to the
beneficial owners of shares held of record by such persons and will reimburse
such persons and Dura's transfer agent for their reasonable out-of-pocket
expenses in forwarding such materials.

Dura will furnish without charge to each person whose Proxy is being
solicited, upon the written request of any such person, a copy of Dura's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, as filed with
the SEC, including the financial statements. Requests for copies of such Annual
Report on Form 10-K should be directed to: Dura Automotive Systems, Inc., 4508
IDS Center, Minneapolis, MN 55402.

PLEASE COMPLETE THE ENCLOSED PROXY AND MAIL IT IN THE ENCLOSED POSTAGE-PAID
ENVELOPE AS SOON AS POSSIBLE.

By order of the Board of Directors,

/s/ David R. Bovee
David R. Bovee, Assistant Secretary

April 11, 2000

24
<PAGE> 28

APPENDIX A

DURA AUTOMOTIVE SYSTEMS, INC.
DEFERRED INCOME LEADERSHIP STOCK PURCHASE PLAN

1. PURPOSE.

The purposes of the Dura Automotive Systems, Inc. Deferred Income
Leadership Stock Purchase Plan (the "Plan") are (i) to provide key employees of
Dura Automotive Systems, Inc. (the "Company") or any of its affiliates or
subsidiaries) the opportunity to acquire and to increase his or her equity
interest in the Company, (ii) to attract and retain highly qualified key
employees, and (iii) to align their interests with interests of the shareholders
of the Company. To achieve these purposes, the Plan permits each key leadership
employee selected as a Participant to defer and invest all or part of his or her
annual cash bonus ("Cash Bonus") in restricted stock units ("Restricted Stock
Units") equivalent to shares of Class A Stock of the Company.

2. EFFECTIVE DATE, TERM AND PLAN YEAR.

The Plan shall be effective for the Company's fiscal year ending December
31, 1999, subject to its approval by shareholders at the 2000 Annual Meeting of
stockholders. The Plan shall remain in effect until terminated by the Board.
Each Plan Year shall begin on the first day of the Company's fiscal year and end
on the last day of its fiscal year, except for the initial Plan Year which shall
begin November 1, 1999.

3. ADMINISTRATION.

The Plan shall be administered by the Compensation Committee of the Board
("Committee").

4. ELIGIBILITY.

With respect to each Plan Year, the Committee shall determine and select
the leadership employees who are eligible to participate in the Plan for that
Plan Year. With respect to each Plan Year, the Committee's determination of
eligible leadership employees shall be made on or before November 1 of that Plan
Year.

5. ELECTION TO PARTICIPATE.

(a) Time and Filing. An eligible leadership employee becomes a Participant
in the Plan by filing with the Committee an "Election to Participate" for each
Plan Year. The Election to Participate must be submitted on or before December 1
of that Plan Year.

(b) Form. An election to participate (the "Deferral Election") shall be
made in writing on a form prescribed by the Committee (the "Election to
Participate Form").

(c) Content. Each eligible leadership employee may elect to defer the
payment of all or part of any Cash Bonus which otherwise would be paid to him or
her for a Plan Year. Such election must (i) be made on the Election to
Participate Form, (ii) designate the percentage (not less than 15% or in
intervals of five (5) percentage points above 15%) of the Cash Bonus to be
deferred for the Plan Year (the "Deferred Percentage"), (iii) specify the year
of payment (not less than three (3) Plan Years after the year for which the
Deferral Election is made), (iv) designate the type of payment in accordance
with Section 9(c) ("Payment Election"), and (v) designate one or more
beneficiaries ("Beneficiaries") to receive any credits in the Participant's
Stock Unit Account at the date of his or her death. The Deferred Percentage may
change from Plan Year to Plan Year, but for a particular Plan Year may not be
changed after the Deferral Election is made for that Plan Year. If a Cash Bonus
is paid or payable in installments, the Deferred Percentage shall be applied to
each such installment. The Payment Election may also be changed, but not later
than 12 months prior to the date the payment is to commence. Provided that the
leadership employee is again determined to be eligible to participate with
identical participation limits, the terms of an Election to Participate will

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continue in effect for subsequent Plan Years until a new Election to Participate
is timely filed with respect to a subsequent Plan Year.

6. CREDITS TO ACCOUNTS.

Deferrals pursuant to Section 5(c) shall be credited in Restricted Stock
Units to a bookkeeping reserve account maintained by the Company for each
Participant ("Restricted Stock Unit Account") as of the date on which the Cash
Bonus (or installment payment of the Cash Bonus) would have been paid.

The Restricted Stock Unit Account shall consist of a Basic Account and a
Premium Account. The number of Restricted Stock Units credited to a
Participant's Basic Account shall be the number determined by dividing the
amount of the Deferral (less applicable FICA and related taxes) by the Fair
Market Value (as defined in Section 15(f) hereof) of a share of Class A Stock on
the date on which the Cash Bonus (or installment payment) otherwise would have
been paid. The number of Restricted Stock Units concurrently credited to a
Participant's Premium Account shall equal one-third (1/3) the number credited
to the Participant's Basic Account based upon such Deferral Election. Such
calculations of Restricted Stock Units shall be rounded to the nearest whole
share amount.

The value of the Restricted Stock Units credited to the Participant's
Restricted Stock Unit Account shall constitute the Participant's entire benefit
under the Plan, subject to forfeiture of nonvested Units in the Participant's
Premium Account as provided in the Plan.

7. ADDITIONS TO RESTRICTED STOCK UNIT ACCOUNTS.

As of the payment date of each cash dividend payable with respect to
Shares, there shall be credited to the Restricted Stock Unit Account of each
Participant an additional number of Restricted Stock Units ("Dividend Units")
equal to the per share dividend payable on such date multiplied by the number of
Restricted Stock Units held in the Restricted Stock Unit Account as of the close
of business on the first business day prior to such dividend payment date and
divided by the Fair Market Value of a share of Class A Stock on such business
day. For purposes of this Section 7, the term cash dividend shall include all
dividends payable in cash or other property. The calculation of additional
Restricted Stock Units shall be rounded to the nearest whole share amount.

8. VESTING OF ACCOUNTS.

(a) Basic Accounts: All Restricted Stock Units credited to a Participant's
Basic Account (and the Dividend Units attributable thereto) shall at all times
be fully vested and nonforfeitable.

(b) Premium Accounts: All Restricted Stock Units credited to a
Participant's Premium Account (and the Dividend Units attributable thereto)
shall become one hundred percent (100%) vested and nonforfeitable on the first
day of the third (3rd) Plan Year following the date such Restricted Stock Units
are credited to the Participant's Premium Account, provided that the Participant
is then an employee of the Company. If a Participant's employment terminates due
to (i) death, (ii) disability (as determined by the Committee), (iii) Normal
Retirement (which unless otherwise determined by the Committee shall mean
retirement on or after reaching age 55 and having been employed for a period of
at least ten (10) years by the Company, a subsidiary of the Company, or a
predecessor to the Company or a subsidiary), or (iv) terminates for any reason
within twenty-four (24) months following a Change in Control, all unvested
Restricted Stock Units and Dividend Units will immediately become one hundred
percent (100%) vested and nonforfeitable. Additionally, the Committee, in its
sole discretion, may accelerate a Participant's vested percentage if it
determines that such action would be consistent with the purposes of the Plan or
otherwise in the best interest of the Company.

9. PAYMENT OF ACCOUNTS.

(a) Time of Payment: Payment of the vested Restricted Stock Units to a
Participant shall commence in January of the year of payment specified by the
Participant in his or her Deferral Election. If a Participant

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<PAGE> 30

dies before the Participant's Restricted Stock Unit Account has been fully
distributed, an immediate lump sum distribution of the Restricted Stock Unit
Account shall be made to the Participant's Beneficiary or Beneficiaries in the
proportions designated by such Participant.

(b) Form of Payment: The total number of vested whole Restricted Stock
Units in a Participant's Restricted Stock Unit Account shall be paid to the
Participant in an equal number of whole shares. If installment payments are
elected, the number of shares to be paid shall be determined initially by
dividing the number of vested Restricted Stock Units in the Restricted Stock
Unit Account by the number of installment payments to be paid rounded to the
nearest number of whole Restricted Stock Units. Each subsequent installment
payment shall be determined by dividing the number of then vested Restricted
Stock Units remaining in the Restricted Stock Unit Account by the number of
installments remaining to be paid and rounding to the nearest number of whole
Restricted Stock Units. The Company shall issue and deliver to the Participant
Share certificates in payment of Restricted Stock Units as soon as practicable
following the date on which the Restricted Stock Units, or any portion thereof,
become payable.

(c) Type of Payment: Payments of shares will be made from the Restricted
Stock Unit Account of a Participant in whichever of the following methods the
Participant elects at the time of the deferral election:

(ii) A single lump sum.

(iii) Annual installments over a period not to exceed ten (10) years,
as the Participant shall elect.

If all or any portion of the Restricted Stock Unit Account is to be
distributed in installments, the portion of the Participant's Restricted Stock
Unit Account being held for future distribution shall continue to be credited
with additional Dividend Units as provided in Section 7.

(d) Accelerated Payment: Notwithstanding any Payment Election made by the
Participant, if the employment of a Participant terminates for any reason prior
to Normal Retirement (other than because of disability or death), the Committee,
in its discretion, may elect to direct the Company to pay the entire vested
amount of the Participant's Restricted Stock Unit Account in a single lump sum.

10. SHARES SUBJECT TO THE PLAN.

Shares that may be issued under the Plan may be acquired by the Company in
open-market transactions, consistent with all applicable rules and regulations
regarding the repurchase of securities, or may consist of authorized but
unissued shares. Subject to adjustment as provided in Section 11, the number of
authorized but unissued shares which may be issued under this Plan shall not
exceed 500,000 shares.

11. ADJUSTMENTS.

In the event of any stock dividend, stock split, combination or exchange of
shares, merger, consolidation, spin-off, recapitalization or other distribution
(other than normal cash dividends) of Company assets to shareholders, or any
other change affecting shares or the price of shares, such proportionate
adjustments, if any, as the Committee in its sole discretion may deem
appropriate to reflect such change shall be made with respect to (i) the
aggregate number of authorized but unissued shares that may be issued under the
Plan, and (ii) each Restricted Stock Unit or Dividend Unit held in the
Restricted Stock Unit Accounts. Any adjustments described in the preceding
sentence shall be carried to three decimal places.

12. TERMINATION OR AMENDMENT OF PLAN.

(a) In General: The Board may, at any time by resolution, terminate,
suspend or amend this Plan. If the Plan is terminated by the Board, no Deferrals
may be credited after the effective date of such termination, but previously
credited Restricted Stock Units and Dividend Units shall remain in effect in
accordance with the terms and conditions of the Plan.

(b) Limitations: No amendment may adversely affect the right of any
Participant to have Dividend Units credited to a Restricted Stock Unit Account
or to receive payment of any shares pursuant to the payout of such accounts,
unless such Participant consents in writing to such amendment. No amendment to
the Plan
A-3
<PAGE> 31

which increases the number of authorized but unissued shares which may be issued
under this Plan shall be effective unless approved by the shareholders of the
Company.

13. COMPLIANCE WITH LAWS.

(a) The obligations of the Company to issue any shares under this Plan
shall be subject to all applicable laws, rules, regulations and restrictions,
and the obtaining of all such approvals by governmental agencies or stock
exchanges or markets on which the Class A Stock is listed or traded, and the
Company may place appropriate legends on stock certificates relating to the
foregoing, as the Board may deem necessary or appropriate.

(b) Subject to the provisions of Section 12, the Board may make such
changes in the design and administration of this Plan as may be necessary or
appropriate to comply with the rules and regulations of any government
authority.

14. UNFUNDED PLAN.

Nothing contained in this Plan and no action taken pursuant to the
provisions hereof shall create or be construed to create a fiduciary
relationship between the Company and Participant, the Participant's designee or
any other person. The Plan shall be unfunded with respect to the Company's
obligation to pay any amounts due, and a Participant's rights to receive any
payment with respect to any Restricted Stock Unit Account shall be not greater
than the rights of an unsecured general creditor of the Company.

The Company may establish a Rabbi Trust to accumulate shares to fund all or
part of the obligations of the Company pursuant to this Plan. Payment from the
Rabbi Trust of amounts due under the terms of this Plan shall satisfy the
obligation of the Company to make such payment. In no event shall any
Participant be entitled to receive payment of an amount from the Company which
the Participant received from the Rabbi Trust.

15. DEFINITIONS.

Whenever used in the Plan, the following terms shall have the meanings set
forth in this Section 15.

(a) "Affiliate" means a corporation or other entity controlling, controlled
by or under common control with the Company.

(b) "Board of Directors" or "Board" means the Board of Directors of Dura
Automotive Systems, Inc., a Delaware corporation, at the time the term is
applied.

(c) "Change in Control" means a change in control of the Company of such a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of
1934 ("Exchange Act"), or such item thereof which may hereafter pertain to the
same subject; provided that, and notwithstanding the foregoing, a Change in
Control shall be deemed to have occurred if:

(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing twenty percent (20%) or more of the combined voting
power of the Company's then outstanding securities; or

(ii) At any time a majority of the Board of Directors of the Company
is comprised of other than Continuing Directors (for purposes of this
paragraph, the term Continuing Director means a director who was either (A)
first elected or appointed as a Director prior to the date this Plan was
adopted by the Board; or (B) subsequently elected or appointed as a
director if such director was nominated or appointed by at least a majority
of the then Continuing Directors); or

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(iii) Any of the following occur:

(A) Any merger or consolidation of the Company, other than a merger
or consolidation in which the voting securities of the Company
immediately prior to the merger or consolidation continue to represent
(either by remaining outstanding or being converted into securities of
the surviving entity) more than fifty percent (50%) of the combined
voting power of the Company or surviving entity immediately after the
merger or consolidation with another entity;

(B) Any sale, exchange, lease, mortgage, pledge, transfer, or other
disposition (in a single transaction or a series of related
transactions) of all or substantially all of the assets of the Company
which shall include, without limitation, the sale of assets or earning
power aggregating more than fifty percent (50%) of the assets or earning
power of the Company on a consolidated basis;

(D) Any reorganization, reverse stock split, or recapitalization of
the Company which would result in a Change in Control; or

(E) Any transaction or series of related transactions having,
directly or indirectly, the same effect as any of the foregoing; or any
agreement, contract, or other arrangement providing for any of the
foregoing.

(d) "Class A Stock" means the Class A common stock of the Company, par
value $.01 per share.

(e) "Committee" means the Compensation Committee of the Board, or other
Committee designated by the Board to be the administrator of the Plan, at the
time the term is applied.

(f) "Company" means Dura Automotive Systems, Inc., a Delaware corporation,
and includes subsidiaries or affiliates where appropriate in the context in
which it is used.

(g) "Deferral" means the dollar amount of a Participant's Cash Bonus which
is deferred in a particular Plan Year.

(h) "Fair Market Value" of a share means, for any particular date, (i) for
any period during which the Share shall be listed for trading on a national
securities exchange or the National Association of Securities Dealers Automated
Quotation System ("NASDAQ"), the closing price per Share on such exchange or the
NASDAQ as of the close of such trading day or (ii) for any period during which
the Share shall not be listed for trading on a national securities exchange or
NASDAQ, the market price per Share as determined by a qualified appraiser
selected by the Board. If Fair Market Value is to be determined on a day when
the markets are not open, Fair Market Value on that day shall be the Fair Market
Value on the most recent preceding day when the markets were open.

(i) "Participant" means an eligible leadership employee who has filed an
Election to Participate as provided in Section 5 of the Plan.

(j) "Rabbi Trust" means a Trust established by an agreement between the
Company and a Trustee with such terms and conditions as the Company, in its
discretion, shall determine, for the purpose set forth in Section 14 of the
Plan.

(k) "Share" means a share of Class A Stock.

(l) "Subsidiary" means a corporation or other entity in which the Company,
directly or indirectly, owns 50% or more of the combined voting power of all
shares of outstanding securities of such corporation or other entity.

A-5
<PAGE> 33

(m) Other Terms Defined in the Plan.

The following terms shall have the meanings defined respectively in the
Section of the Plan set opposite each term.

<TABLE>
<CAPTION>
TERM SECTION
- ---- -------
<S> <C>
Basic Account........................................ 6
Beneficiary.......................................... 5 (c)
Cash Bonus........................................... 1
Dividend Unit........................................ 7
Deferred Percentage.................................. 5 (c)
Deferral Election.................................... 5 (b)
Payment Election..................................... 5 (c)
Premium Account...................................... 6
Restricted Stock Units............................... 1
Restricted Stock Unit Account........................ 6
</TABLE>

16. MISCELLANEOUS.

(a) Assignment; Encumbrances: The right to have amounts credit to a
Restricted Stock Unit Account and the right to receive payment with respect to
such Restricted Stock Unit Account under this Plan are not assignable or
transferable and shall not be subject to any encumbrances, liens, pledges, or
charges of the Participant or to claims of the Participant's creditors. Any
attempt to assign, transfer, hypothecate or attach any rights with respect to or
derived from any Restricted Stock Unit shall be null and void and of no force
and effect whatsoever.

(b) Designation of Beneficiaries: A Participant may designate in writing a
beneficiary or beneficiaries to receive any distribution under the Plan which
becomes payable after the Participant's death. If at the time any such
distribution is due, there is no designation of a beneficiary in force or if any
person (other than a trustee or trustees) as to whom a beneficiary designation
was in force at the time of such Participant's death shall have died before the
payment became due and the Participant has failed to designate a beneficiary to
take in lieu of such deceased person, the person or persons entitled to receive
such distribution (or part thereof, as the case may be) shall be the personal
representative of the Participant's estate.

(c) Administration: The Committee shall administer the Plan, including the
adoption of rules or the preparation of forms to be used in its operation, and
to interpret and apply the provisions hereof as well as any rules which it may
adopt. In addition, the Committee may appoint other individuals, firms or
organizations to act as agent of the Company carrying out administrative duties
under the Plan. Except as may be provided in a Rabbi Trust, the decisions of the
Committee, including, but not limited to, interpretations and determinations of
amounts due under this Plan, shall be final and binding on all parties.

(d) Withholding: The Participant shall pay to the Company or make
arrangements satisfactory to the Company to do so, regarding the payment of
federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to any amount includable in the Participant's gross income
with respect to his or her participation in the Plan.

(e) Governing Law: The validity, construction and effect of the Plan and
any actions taken or relating to the Plan, shall be determined in accordance
with the laws of the State of Michigan without regard to its conflict of law
rules, and applicable federal law.

(f) Rights as a Stockholder: A Participant shall have no rights as a
stockholder with respect to a Restricted Stock Unit until the Participant
actually becomes a holder of record of Shares distributed with respect thereto.

(g) Notices: All notices or other communications made or given pursuant to
this Plan shall be in writing and shall be sufficiently made or given if hand
delivered, or if mailed by certified mail, addressed to the

A-6
<PAGE> 34

Participant at the address contained in the records of the Company or to the
Company at its principal office, as applicable.

I certify that this Plan was adopted by the Board of Directors of Dura
Automotive Systems, Inc., a Delaware Corporation, on December 16, 1999, and
approved by a vote of its stockholders on May 25, 2000.

/s/ David R. Bovee
David R. Bovee
Assistant Secretary
Dura Automotive Systems, Inc.

Dated: May 25, 2000.

A-7
<PAGE> 35

APPENDIX B

DURA AUTOMOTIVE SYSTEMS, INC.
DIRECTOR DEFERRED STOCK PURCHASE PLAN

1. PURPOSE.

The purposes of the Dura Automotive Systems, Inc. Director Deferred Stock
Purchase Plan (the "Plan") are (i) to provide Outside Directors of Dura
Automotive Systems, Inc. (the "Company") the opportunity to acquire and to
increase his or her equity interest in the Company, (ii) to attract and retain
individuals to serve as directors of the Company, and (iii) to align their
interests with interests of the stockholders of the Company. To achieve these
purposes, the Plan permits each Outside Director to defer and invest all or part
of his or her annual director retainer fee ("Retainer") in restricted stock
units ("Restricted Stock Units") equivalent to shares of Common Stock of the
Company.

2. EFFECTIVE DATE, TERM AND PLAN YEAR.

The Plan shall be effective upon its approval by stockholders at the 2000
annual meeting of stockholders. The Plan shall remain in effect until terminated
by the Board. Each Plan Year shall begin on the date of the Company's Annual
Meeting of Stockholders for that year and shall end on the date immediately
preceding the date of the Company's Annual Meeting of Stockholders for the
succeeding year.

3. ADMINISTRATION.

The Plan shall be administered by the Compensation Committee of the Board
("Committee"), or such other committee designated by the Board.

4. ELIGIBILITY.

Directors of the Company who qualify as Outside Directors are entitled to
participate in the Plan. An Outside Director is any director of the Company who
(a) is not a contractual nor common law employee of the Company or any of its
Subsidiaries or Affiliates, or (b) does not directly or indirectly own
beneficially more then five percent (5%) of any outstanding security of the
Company, including being a stockholder, owner, partner, director, or holder of
more than ten percent (10%) of the equity of capital of any entity which owns
beneficially more than five percent (5%) of any outstanding security of the
Company.

5. ELECTION TO PARTICIPATE.

(a) Time and Filing. Each Outside Director becomes a Participant in the
Plan by filing with the Committee an "Election to Participate" for each Plan
Year. An Election to Participate must be filed not later the last business day
immediately preceding the first day of the Plan Year for which the Outside
Director desires to participate.

(b) Form. An election to participate (the "Deferral Election") shall be
made in writing on a form prescribed by the Committee (the "Election to
Participate").

(c) Content. Each Outside Director may elect to defer the payment of all
or part of the Retainer which otherwise would be paid to him or her for a Plan
Year. Such election must (i) be made on the Election to Participate, (ii)
designate the percentage (not less than 25% or in intervals of five (5)
percentage points above 25%) of the Retainer to be deferred for the Plan Year
(the "Deferred Percentage"), (iii) specify the year of payment (not less than
three (3) Plan Years after the year for which the Deferral Election is made),
(iv) designate the type of payment in accordance with Section 9(c) ("Payment
Election"), and (v) designate one or more beneficiaries ("Beneficiaries") to
receive any credits in the Participant's Stock Unit Account at the date of his
or her death. The Deferred Percentage may change from Plan Year to Plan Year,
but for a particular Plan Year may not be changed after the Deferral Election is
made for that Plan Year. The Payment Election may also be changed, but not later
than 12 months prior to the date the payment is to commence.

B-1
<PAGE> 36

Provided that the Outside Director is eligible to participate in the Plan, the
terms of an Election to Participate will continue in effect for subsequent Plan
Years until a new Election to Participate is timely filed with respect to a
subsequent Plan Year.

6. CREDITS TO ACCOUNTS.

Deferrals pursuant to Section 5(c) shall be credited in Restricted Stock
Units to a bookkeeping reserve account maintained by the Company for each
Participant ("Restricted Stock Unit Account") as of the last business day of the
month in which the Company's Annual Meeting of Stockholders is held for that
year.

The Restricted Stock Unit Account shall consist of a Basic Account and a
Premium Account. The number of Restricted Stock Units credited to a
Participant's Basic Account shall be the number determined by dividing one
hundred percent (100%) of the Deferral by the Fair Market Value (as defined in
Section 15(f) hereof) of a Share on the last business day of the month in which
the Company's Annual Meeting of Stockholders is held for that year. The number
of Restricted Stock Units concurrently credited to a Participant's Premium
Account shall equal one-third ( 1/3) the number credited to the Participant's
Basic Account based upon such Deferral. Such calculations of Restricted Stock
Units shall be carried to three decimal places.

7. ADDITIONS TO RESTRICTED STOCK UNIT ACCOUNTS.

As of the payment date of each cash dividend payable with respect to
Shares, there shall be credited respectfully to the Basic and Premium Restricted
Stock Unit Account of each Participant an additional number of Restricted Stock
Units ("Dividend Units") equal to the per share dividend payable on such date
multiplied by the number of Restricted Stock Units held respectively in his or
her Basic and Premium Restricted Stock Unit Account as of the close of business
on the first business day prior to such dividend payment date and divided by the
Fair Market Value of a Share on such business day. For purposes of this Section
7, the term cash dividend shall include all dividends payable in cash or other
property. The calculation of additional Restricted Stock Units shall be carried
to three decimal places.

8. VESTING OF ACCOUNTS.

(a) Basic Accounts: All Restricted Stock Units credited to a Participant's
Basic Account (and the Dividend Units attributable thereto) shall at all times
be fully vested and nonforfeitable.

(b) Premium Accounts: All Restricted Stock Units credited to a
Participant's Premium Account (and the Dividend Units attributable thereto)
shall become one hundred percent (100%) vested and nonforfeitable on the first
day of the third (3rd) Plan Year following the date such Restricted Stock Units
are credited to the Participant's Premium Account, provided that the Participant
is then an Outside Director of the Company. If a Participant's status as an
Outside Director terminates due to (i) death, (ii) disability (as determined by
the Committee), (iii) Normal Retirement (which unless otherwise determined by
the Committee shall mean retirement on or after reaching age 65 and having
served as an Outside Director for a period of at least three (3) years, or (iv)
terminates for any reason within twenty-four (24) months following a Change in
Control, all unvested Restricted Stock Units and Dividend Units will immediately
become one hundred percent (100%) vested and nonforfeitable. Additionally, the
Committee, in its sole discretion, may accelerate a Participant's vested
percentage if it determines that such action would be consistent with the
purposes of the Plan or otherwise in the best interest of the Company.

9. PAYMENT OF ACCOUNTS.

B-2
<PAGE> 37

(b) Form of Payment: The total number of vested whole Restricted Stock
Units in a Participant's Restricted Stock Unit Account shall be paid to the
Participant in an equal number of whole Shares. If installment payments are
elected, the number of Shares to be paid shall be determined initially by
dividing the number of vested Restricted Stock Units in the Restricted Stock
Unit Account by the number of installment payments to be paid rounded to the
nearest number of whole Restricted Stock Units. Each subsequent installment
payment shall be determined by dividing the number of then vested Restricted
Stock Units remaining in the Restricted Stock Unit Account by the number of
installments remaining to be paid and rounding to the nearest number of whole
Restricted Stock Units. The Company shall issue and deliver to the Participant
Share certificates in payment of Restricted Stock Units as soon as practicable
following the date on which the Restricted Stock Units, or any portion thereof,
become payable.

(c) Type of Payment: Payments of Shares will be made from the Restricted
Stock Unit Account of a Participant in whichever of the following methods the
Participant elects at the time of the deferral election:

(ii) A single lump sum.

(iii) Annual installments over a period not to exceed ten (10) years,
as the Participant shall elect.

(d) Accelerated Payment: Notwithstanding any Payment Election made by the
Participant, if the Participant terminates service as an Outside Director for
any reason prior to Normal Retirement (other than because of disability or
death), the Committee, in its discretion, may elect to direct the Company to pay
the entire vested amount of the Participant's Restricted Stock Unit Account in a
single lump sum.

10. SHARES SUBJECT TO THE PLAN.

11. ADJUSTMENTS.

In the event of any stock dividend, stock split, combination or exchange of
Shares, merger, consolidation, spin-off, recapitalization or other distribution
(other than normal cash dividends) of Company assets to stockholders, or any
other change affecting Shares or the price of Shares, such proportionate
adjustments, if any, as the Committee in its sole discretion may deem
appropriate to reflect such change shall be made with respect to (i) the
aggregate number of authorized but unissued Shares that may be issued under the
Plan, and (ii) each Restricted Stock Unit or Dividend Unit held in the
Restricted Stock Unit Accounts. Any adjustments described in the preceding
sentence shall be carried to three decimal places.

12. TERMINATION OR AMENDMENT OF PLAN.

(b) Limitations: No amendment may adversely affect the right of any
Participant to have Dividend Units credited to a Restricted Stock Unit Account
or to receive payment of any Shares pursuant to the payout of such accounts,
unless such Participant consents in writing to such amendment. No amendment to
the Plan
B-3
<PAGE> 38

which increases the number of authorized but unissued Shares which may be issued
under this Plan shall be effective unless approved by the stockholders of the
Company.

13. COMPLIANCE WITH LAWS.

(a) The obligations of the Company to issue any Shares under this Plan
shall be subject to all applicable laws, rules, regulations and restrictions,
and the obtaining of all such approvals by governmental agencies or stock
exchanges or markets on which the Common Stock is listed or traded, and the
Company may place appropriate legends on stock certificates relating to the
foregoing, as the Board may deem necessary or appropriate.

14. UNFUNDED PLAN.

The Company may establish a Rabbi Trust to accumulate Shares to fund all or
part of the obligations of the Company pursuant to this Plan. Payment from the
Rabbi Trust of amounts due under the terms of this Plan shall satisfy the
obligation of the Company to make such payment. In no event shall any
Participant be entitled to receive payment of an amount from the Company which
the Participant received from the Rabbi Trust.

15. DEFINITIONS.

Whenever used in the Plan, the following terms shall have the meanings set
forth in this Section 15.

(a) "Affiliate" means a corporation or other entity controlling,
controlled by or under common control with the Company.

(b) "Board of Directors" or "Board" means the Board of Directors of
Dura Automotive Systems, Inc., a Delaware corporation, at the time the term
is applied.

(c) "Change in Control" means a change in control of the Company of
such a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934 ("Exchange Act"), or such item thereof which may
hereafter pertain to the same subject; provided that, and notwithstanding
the foregoing, a Change in Control shall be deemed to have occurred if:

(i) Any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act) is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing twenty percent (20%) or more of
the combined voting power of the Company's then outstanding securities;
or

(ii) At any time a majority of the Board of Directors of the
Company is comprised of other than Continuing Directors (for purposes of
this paragraph, the term Continuing Director means a director who was
either (A) first elected or appointed as a Director prior to the date
this Plan was adopted by the Board; or (B) subsequently elected or
appointed as a director if such director was nominated or appointed by
at least a majority of the then Continuing Directors); or

B-4
<PAGE> 39

(iii) Any of the following occur:

(A) Any merger or consolidation of the Company, other than a
merger or consolidation in which the voting securities of the Company
immediately prior to the merger or consolidation continue to
represent (either by remaining outstanding or being converted into
securities of the surviving entity) more than fifty percent (50%) of
the combined voting power of the Company or surviving entity
immediately after the merger or consolidation with another entity;

(B) Any sale, exchange, lease, mortgage, pledge, transfer, or
other disposition (in a single transaction or a series of related
transactions) of all or substantially all of the assets of the
Company which shall include, without limitation, the sale of assets
or earning power aggregating more than fifty percent (50%) of the
assets or earning power of the Company on a consolidated basis;

(D) Any reorganization, reverse stock split, or recapitalization
of the Company which would result in a Change in Control; or

(E) Any transaction or series of related transactions having,
directly or indirectly, the same effect as any of the foregoing; or
any agreement, contract, or other arrangement providing for any of
the foregoing.

(d) "Committee" means the Compensation Committee of the Board, or
other Committee designated by the Board to be the administrator of the
Plan, at the time the term is applied.

(e) "Common Stock" means the Class A common stock of the Company, par
value $.01 per share.

(f) "Company" means Dura Automotive Systems, Inc., a Delaware
corporation, and includes subsidiaries or affiliates where appropriate in
the context in which it is used.

(g) "Deferral" means the dollar amount of a Participant's Retainer
which is deferred in a particular Plan Year.

(h) "Fair Market Value" of a Share means, for any particular date, (i)
for any period during which the Share shall be listed for trading on a
national securities exchange or the National Association of Securities
Dealers Automated Quotation System ("NASDAQ"), the closing price per Share
on such exchange or the NASDAQ as of the close of such trading day or (ii)
for any period during which the Share shall not be listed for trading on a
national securities exchange or NASDAQ, the market price per Share as
determined by a qualified appraiser selected by the Board. If Fair Market
Value is to be determined on a day when the markets are not open, Fair
Market Value on that day shall be the Fair Market Value on the most recent
preceding day when the markets were open.

(i) "Participant" means an Outside Director who has filed an Election
to Participate as provided in Section 5 of the Plan.

(j) "Rabbi Trust" means a Trust established by an agreement between
the Company and a Trustee with such terms and conditions as the Company, in
its discretion, shall determine, for the purpose set forth in Section 14 of
the Plan.

(k) "Share" means a share of Common Stock.

(l) "Subsidiary" means a corporation or other entity in which the
Company, directly or indirectly, owns 50% or more of the combined voting
power of all shares of outstanding securities of such corporation or other
entity.

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<PAGE> 40

(m) Other Terms Defined in the Plan.

The following terms shall have the meanings defined respectively in the
Section of the Plan set opposite each term.

<TABLE>
<CAPTION>
TERM SECTION
- ---- -------
<S> <C>
Basic Account........................................ 6
Beneficiary.......................................... 5(c)
Dividend Unit........................................ 7
Deferred Percentage.................................. 5(c)
Deferral Election.................................... 5(b)
Payment Election..................................... 5(c)
Premium Account...................................... 6
Restricted Stock Units............................... 1
Restricted Stock Unit Account........................ 6
Retainer............................................. 1
</TABLE>

16. MISCELLANEOUS.

(a) Assignment; Encumbrances: The right to have amounts credited to a
Restricted Stock Unit Account and the right to receive payment with respect to
such Restricted Stock Unit Account under this Plan are not assignable or
transferable and shall not be subject to any encumbrances, liens, pledges, or
charges of the Participant or to claims of the Participant's creditors. Any
attempt to assign, transfer, hypothecate or attach any rights with respect to or
derived from any Restricted Stock Unit shall be null and void and of no force
and effect whatsoever.

(d) Governing Law: The validity, construction and effect of the Plan and
any actions taken or relating to the Plan, shall be determined in accordance
with the laws of the State of Michigan without regard to its conflict of law
rules, and applicable federal law.

(e) Rights as a Stockholder: A Participant shall have no rights as a
stockholder with respect to a Restricted Stock Unit until the Participant
actually becomes a holder of record of Shares distributed with respect thereto.

(f) Notices: All notices or other communications made or given pursuant to
this Plan shall be in writing and shall be sufficiently made or given if hand
delivered, or if mailed by certified mail, addressed to the Participant at the
address contained in the records of the Company or to the Company at its
principal office, as applicable.

B-6
<PAGE> 41

I certify that this Plan was adopted by the Board of Directors of Dura
Automotive Systems, Inc., a Delaware Corporation, on March 31, 2000, and
approved by vote of its stockholders on May 25, 2000.

/s/ David R. Bovee
David R. Bovee
Assistant Secretary
Dura Automotive Systems, Inc.

Dated: May 25, 2000.

B-7