PROPOSAL N O . ONE

ELECTION OF DIRECTORS

Nominees

A Board of eight directors is to be elected at the Annual Meeting. The Bylaws of the Company presently provide that the number of directors which shall constitute the whole Board shall be fixed from time to time by resolution adopted by the Board, and the number of directors is presently set at eight. Unless otherwise instructed, the proxy holders will vote the proxies received by them for management’s eight nominees named below, all of whom are presently directors of the Company. The eight nominees receiving the highest number of affirmative votes will be elected as directors of the Company. In the event that any nominee of the Company is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the present Board to fill the vacancy. It is not expected that any nominee will be unable or will decline to serve as a director. The term of office of each person elected as a director will continue until the next Annual Meeting or until his or her successor has been elected and qualified.

The names of the nominees, and certain information about them, are set forth below:

(1)           Member of the Nominating and Corporate Governance Committee.

(2)           Member of the Compensation Committee.

(3)           Member of the Audit Committee.

Terrence J. Keating has served as Chief Executive Officer and a director of the Company since May 2002. Additionally, Mr. Keating served as Accuride’s President from May 2002 to January 2006. He began his career with us in December 1996 and has formerly served as Vice President/Operations and Senior Vice President and General Manager/Wheels. Mr. Keating holds a B.S. in Mechanical Engineering Technology from Purdue University and an M.B.A. in Operations from Indiana University.

Mark D. Dalton has been a director of the Company since February 2005. From March 2000 to January 2005, Mr. Dalton served as a director of Transportation Technologies Industries, Inc. (“TTI”). Mr. Dalton has served as a managing director of Trimaran Fund Management, L.L.C. since August 2001. From December 1996 to August 2001, Mr. Dalton served as a managing director in the Leveraged Finance Group of CIBC World Markets Corp.

Frederick M. Goltz has been a director of the Company since June 1999. He has been a member of KKR & Co., L.L.C., the limited liability company that serves as the general partner to KKR, since January 2006. Previously, Mr. Goltz was an executive of KKR from March 1995 to December 2005, with the exception of the period from July 1997 to July 1998 during which time he earned an M.B.A. at INSEAD.

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James H. Greene, Jr. has been a director of the Company since January 1998 and Chairman since April 2005. He has been a member of KKR & Co., L.L.C., the limited liability company that serves as the general partner to KKR, since January 1996. He is also a director of Alliance Imaging, Inc., Avago Technologies, NuVox, Inc., SunGard Data Systems, Inc. and Zhone Technologies, Inc.

Donald T. Johnson, Jr. has been a director of the Company since April 2006. Mr. Johnson has been the President and Chief Operating Officer of Aftermarket Technology Corp., or ATAC, since January 2004. In February 2004 Mr. Johnson became Chief Executive Officer of ATAC, and became a member of ATAC’s Board of Directors in May 2004 and Chairman of ATAC’s Board in June 2005. Before joining ATAC, Mr. Johnson was Global Director, Parts, Supply and Logistics for Ford Motor Company since 1999. Mr. Johnson holds a B.A. in Management from the University of Illinois.

Craig H. Muhlhauser has been a director of the Company since April 2006. Mr. Muhlhauser has been President and an Executive Vice President, Worldwide Sales and Business Development of Celestica Inc. since May 2005. Previously, Mr. Muhlhauser was employed by Exide Technologies, where he served as President and Chief Executive Officer from April 2004 through March 2005; as Chairman and Chief Executive Officer from September 2001 through April 2004; and as the President, Chief Operating Officer and Member of the Office of the Chairman from July 2000 to September 2001. Exide filed a petition for relief under Chapter 11 of the Bankruptcy Code on April 15, 2002. Mr. Muhlhauser holds a Master of Science degree in Mechanical Engineering and Bachelor of Science degree in Aerospace Engineering from the University of Cincinnati.

Charles E. Mitchell Rentschler has been a director of the Company since March 2005. Mr. Rentschler has served as Director, Industrial Research with Foresight Research Solutions since June 2005, and was previously a principal with Langenberg & Company, a private industrial securities research firm, from August 2003 to June 2005 when it merged with Foresight Research Solutions. From 2001 to 2002, Mr. Rentschler was an independent business consultant providing general business consulting services to the foundry industry. Mr. Rentschler served as President and Chief Executive Officer of The Hamilton Foundry & Machine Co. from 1985 until 2001. Mr. Rentschler is a director of Hurco Companies, Inc. and serves on its audit committee.

Donald C. Roof has been a director of the Company since March 2005. Mr. Roof has been the Executive Vice President, Chief Financial Officer and Treasurer of Joy Global Inc. since June 2001. From May 1999 to February 2001, Mr. Roof served as the President and Chief Executive Officer of Heafner Tire Group, Inc. Mr. Roof previously served on the audit committee of Fansteel Inc. from September 2000 to March 2003.

Vote Required; Recommendation of Board of Directors

If a quorum is present and voting, the nominees receiving the highest number of votes, up to the number of directors to be elected, will be elected as directors. Directors will be elected by a plurality of the votes cast that are present in person or represented by proxy. Abstentions, withheld votes and broker non-votes will not affect the election of directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES SET FORTH HEREIN.

The Board of Directors and its Committees

The Board has an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. During the 2005 fiscal year, the Board held six meetings (including one conference call); the Audit Committee held four meetings; the Compensation Committee held two meetings; and the Nominating and Corporate Governance Committee held one meeting. Each of the Company’s incumbent directors attended at least 75% of each of (i) the total number of meetings of the

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Board and (ii) the total number of meetings of committees of the Board on which such person served during the 2005 fiscal year. Although the Company does not have a formal policy regarding attendance by members of the Board at its Annual Meeting, the Company encourages directors to attend, but recognizes that circumstances may prevent attendance from time to time. To facilitate attendance and reduce travel costs, the Company plans to schedule its Annual Meeting to occur immediately before or after a periodic meeting of the Board, although in some years scheduling conflicts may prevent this arrangement. The Company will report the number of directors present at the 2006 Annual Meeting of Stockholders in accordance with SEC rules.

The Board has determined that Messrs. Greene, Goltz, Johnson, Muhlhauser, Rentschler and Roof are “independent” as that term is defined in the New York Stock Exchange (“NYSE”) Rules. In making that determination, the Board considered objective standards set forth in the NYSE Corporate Governance Rules and also reviewed relationships between each director and the Company in detail to determine whether, despite satisfying NYSE standards for independence, any such director has relationships with the Company that, individually or in the aggregate, would prevent the Board from finding that such director is independent or would be reasonably expected to interfere with such person’s exercise of independent judgment. The Board also considered directors’ relationships with the Company from the standpoint of both the nominee and the persons and organizations with which the nominee has an affiliation. In addition, the Board has determined that each member of the Audit Committee also satisfies the independence requirements of Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has adopted a charter for each of the three standing committees.

Audit Committee

The primary purpose of the Audit Committee is to oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company. The Audit Committee acts pursuant to a written charter that has been adopted by the Board. A more complete description of the powers and responsibilities delegated to the Audit Committee is set forth in the Audit Committee Charter, which is posted in the Investor Information section of our website at www.accuridecorp.com and is attached hereto as Appendix A. Prior to our initial public offering on April 26, 2005, the Audit Committee was comprised of James H. Greene, Jr., Frederick Goltz and Todd Fisher. Mr. Fisher resigned from our Board effective December 16, 2005. Subsequent to our initial public offering, the Audit Committee was composed of two non-employee directors, Messrs. Roof and Rentschler. Donald T. Johnson, Jr. joined our Audit Committee in April 2006. Mr. Roof serves as Chairman. The Audit Committee met four times during the 2005 fiscal year. The Board has determined that all current members of the Audit Committee are “independent” as that term is defined in the New York Stock Exchange’s corporate governance rules. The Board has further determined that Mr. Roof is an “audit committee financial expert” as defined by Item 401(h) of Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”).

Compensation Committee

The Compensation Committee determines salaries and incentive compensation, awards stock options to executive officers and employees under the Company’s stock option plans, and otherwise determines compensation levels and performs such other functions regarding compensation as the Board may delegate. A more complete description of the powers and responsibilities delegated to the Compensation Committee is set forth in the Compensation Committee Charter, which is posted in the Investor Information section of our website at www.accuridecorp.com . During the 2005 fiscal year, the Compensation Committee was composed of three non-employee directors, Messrs. Greene, Goltz and Rentschler. Mr. Greene serves as Chairman. The Compensation Committee met two times during the 2005 fiscal year. The Board has determined that all of the members of the Compensation Committee are “independent” as defined in the New York Stock Exchange Rules.

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee acts pursuant to a written charter that has been adopted by the Board. The Nominating and Corporate Governance Committee establishes qualification standards for Board membership, identifies qualified individuals for Board membership, considers and recommends director nominees for approval by the Board and the stockholders and oversees the evaluation of the Board. The Nominating and Governance Committee considers suggestions from many sources, including stockholders, regarding possible candidates for director. The Nominating and Corporate Governance Committee is composed of three non-employee directors, Messrs. Greene, Goltz and Roof. Mr. Greene serves as Chairman. The Nominating and Corporate Governance Committee met one time in conjunction with the Board meetings during the 2005 fiscal year. The Board has determined that each of the members of the Nominating and Corporate Governance Committee is “independent” as defined in the New York Stock Exchange Rules.

Each of our sponsors, KKR and Trimaran, has certain rights to designate a specified number of directors based on their ownership interest in the Company’s common stock. Further, each of our sponsors has agreed, pursuant to certain terms and conditions, to vote in support of the other sponsor’s designated Board member or members. See “Certain Relationships and Related Transactions—2005 Shareholder Rights Agreement.”

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. To date, the Company has not received any recommendations from stockholders requesting that the Nominating and Corporate Governance Committee consider a candidate for inclusion among the Committee’s slate of nominees in the Company’s proxy statement. As specified in the Company’s Bylaws, stockholders recommending director candidates must provide all information relating to such candidate that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and Rule 14a-11 thereunder, including such candidate’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected.

In evaluating director nominees, the Nominating and Governance Committee considers the following criteria:

·        personal and professional integrity, ethics and values;

·        experience in corporate management, such as serving as an officer or former officer of a publicly held company and a general understanding of marketing, finance and other elements relevant to the success of a publicly-traded company in today’s business environment;

·        experience in the Company’s industry and with relevant social policy concerns;

·        experience as a board member of another publicly held company;

·        academic expertise in an area of the Company’s operations; and

·        practical and mature business judgment, including ability to make independent analytical inquiries.

Other than the foregoing, there are no stated minimum criteria for director nominees. The Nominating and Corporate Governance Committee may, however, consider such other factors as it deems are in the best interests of the Company and its stockholders. All candidates are reviewed in the same manner regardless of the source of the recommendation.

The Nominating and Corporate Governance Committee identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to the Company’s business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the

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Board with that of obtaining new perspectives. If any member of the Board does not wish to continue in service or if the Nominating and Corporate Governance Committee decides not to nominate a member for re-election, unless the Board determines not to fill a vacancy, the Committee will identify the desired skills and experience of a new nominee as outlined above. To date, the Company has not engaged a third party to identify or evaluate or assist in identifying potential nominees, although the Company reserves the right to do so in the future.

Stockholders may send any recommendations for director nominees or other communications to the Board or any individual director c/o Accuride Corporation, ATTN: Corporate Secretary, 7140 Office Circle, P.O. Box 15600, Evansville, IN 47716. All communications received will be reported to the Board or the individual directors, as appropriate.

Non-management Director Executive Sessions

To promote open discussion among the non-management directors, our non-management directors meet at regularly scheduled “executive sessions” in which those directors meet without management participation. The Chairman of our Board presides over these meetings. Additionally, in the event our non-management directors include directors who are not also “independent” under NYSE rules, the “independent” directors will meet separately at lease once per year in executive session. Interested parties may communicate directly with our non-management directors by writing to Accuride Corporation, ATTN: Non-management Directors, c/o Corporate Secretary, 7140 Office Circle, P.O. Box 15600, Evansville, IN 47716.

Code of Ethics

The Board has also adopted a formal code of conduct that applies to all of the Company’s employees, officers and directors. You can access the latest copy of the Code of Conduct, as well as our Corporate Governance Guidelines and the charters of the Audit Committee, Compensation Committee and Nominating and Governance Committee of the Board in the Investor Information section of our website at www.accuridecorp.com . Additionally, these documents are available in print to any shareholder who requests them by writing to Accuride Corporation, ATTN: Corporate Secretary, 7140 Office Circle, P.O. Box 15600, Evansville, IN 47716.