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 TRIMAS CORPORATION - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) TRIMAS CORPORATION - -------------------------------------------------------------------------------- (Name of Person(s) Filing

Proxy Statement ~~if other than~~ Pursuant to Section 14(a) of
the ~~Registrant) Payment of filing fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per~~Securities Exchange Act ~~Rules 14a-6(i)(4) 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: - -------------------------------------------------------------------------------- 2 TRIMAS LOGO 315 East Eisenhower Parkway Ann Arbor, Michigan 48108 - -------------------------------------------------------------------------------- 1934 (Amendment No. )

TriMas Corporation
NOTICE OF 2010 ANNUAL MEETING OF ~~STOCKHOLDERS TO BE HELD ON WEDNESDAY, MAY 14, 1997 - -------------------------------------------------------------------------------- TO THE STOCKHOLDERS OF TRIMAS CORPORATION:~~SHAREHOLDERS
To be held May 10, 2010

The Annual Meeting of ~~Stockholders~~shareholders of TriMas Corporation (the "Company") will be held on Monday, May 10, 2010 at ~~the Sheraton Inn of Ann Arbor, 3200 Boardwalk, Ann Arbor,~~TriMas Corporation headquarters, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan ~~48108, on Wednesday, May 14, 1997,~~48304, at 11:00 ~~A.M.~~a.m., Eastern ~~daylight time. The purposes of~~Time, for the ~~meeting, which are set forth in detail in the accompanying Proxy Statement, are:~~ following purposes:

The Board of Directors has fixed the close of business on March ~~28, 1997,~~10, 2010 as the record date for determining the ~~determination of stockholders~~shareholders that are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting.

This notice of Annual Meeting and proxy statement and form of proxy are being distributed and made available on or about April 5, 2010.

Even if you intend to be present at the Annual Meeting in person, please sign and date the enclosed proxy card or voting instruction card and return it in the accompanying envelope, or vote via telephone or internet (as indicated on your proxy card or voting instruction card), to ensure the presence of a quorum. Any proxy may be revoked in the manner described in the accompanying proxy statement at any time before it has been voted at the Annual Meeting.

TriMas Corporation
39400 Woodward Avenue, Suite 130
Bloomfield Hills, Michigan 48304

This proxy statement contains information regarding the Annual Meeting of shareholders (the "Annual Meeting") of TriMas Corporation (the "Company") to be held at 11:00 a.m., Eastern Time, on Monday, May 10, 2010 at the TriMas Corporation headquarters, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304. The Company's Board of Directors is soliciting proxies for use at such meeting and at any adjournment ~~thereof. Your attention~~or postponement of such meeting. The Company first mailed this proxy statement to its shareholders on or about April 5, 2010. The Company will bear the cost of soliciting proxies.

At the Annual Meeting, holders of the Company's common stock (the "Voting Stock") will act upon the matters outlined in the accompanying ~~Proxy Statement~~Notice of Meeting, including the election of two directors to serve until the Annual Meeting in 2013, the ratification of the appointment of KPMG LLP ("KPMG") as the Company's independent registered public accounting firm for 2010 and ~~Proxy. Whether or not you plan~~the increase in the number of shares reserved for issuance under the 2006 Long Term Equity Incentive Plan by 1,000,000 shares.

In addition, management will report on the performance of the Company and will respond to appropriate questions from shareholders. The Company expects that representatives of KPMG, the Company's independent registered public accounting firm for 2009, will be present at the ~~meeting, you are requested to sign~~Annual Meeting and ~~return the Proxy in the enclosed envelope to which no postage need be affixed if mailed in the United States. Your prompt attention~~ will be ~~appreciated. Prior~~available to ~~being voted, the Proxy may be withdrawn in the manner specified in the Proxy Statement. By Order~~respond to appropriate questions and if they desire, to make a statement.

Only record holders of the Board of Directors Eugene A. Gargaro, Jr. EUGENE A. GARGARO, JR., Secretary April 15, 1997 Ann Arbor, Michigan 3 PROXY STATEMENT TO BE MAILED ON OR ABOUT APRIL 15, 1997 ANNUAL MEETING OF STOCKHOLDERS OF TRIMAS CORPORATION MAY 14, 1997 GENERAL INFORMATION The solicitation of the enclosed Proxy is made by the Board of Directors of TriMas Corporation for useVoting Stock at the Annual Meeting of Stockholders of the Company to be held at the Sheraton Inn of Ann Arbor, 3200 Boardwalk, Ann Arbor, Michigan 48108, on Wednesday, May 14, 1997, at 11:00 A.M., Eastern daylight time, and at any adjournment thereof. The expense of this solicitation will be borne by the Company. Solicitation will be principally by mail, and executive officers and other employees of the Company may solicit Proxies, without extra compensation, personally and by telephone and other means of communication. The Company will also reimburse brokers and other persons holding Company Common Stock in their names or in the names of their nominees for their reasonable expenses in forwarding Proxies and Proxy materials to beneficial owners. Stockholders of record as of the close of business on the record date of March ~~28, 1997, will be~~10, 2010 (the "Record Date") are entitled to receive notice of the Annual Meeting and to vote those shares of Voting Stock that they held on the Record Date. Each outstanding share of Voting Stock is entitled toone vote on each matter to be voted upon at the ~~meeting. Each share~~Annual Meeting.

The Company's common stock constitutes the Voting Stock of ~~outstanding Company Common Stock, $.01 par value, is entitled to one vote.~~the Company. As of March ~~28, 1997,~~10, 2010, there were ~~41,308,368~~no outstanding shares of ~~Company Common Stock outstanding and entitled~~preferred stock of the Company.

For business to ~~vote. Presence~~be conducted at the Annual Meeting, a quorum must be present. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of ~~outstanding~~the shares of ~~Company Common~~Voting Stock outstanding on the Record Date will constitute a quorum atfor all purposes. As of the ~~meeting.~~Record Date, 33,911,604 shares of Voting Stock were outstanding. Broker non-votes (defined below), and proxies marked with abstentions or instructions to withhold votes, will be counted ~~toward~~as present in determining whether or not there is a quorum.

What is the ~~establishment~~difference between holding shares as a shareholder of record and being a ~~quorum.~~beneficial owner?

Shareholders of Record. If, at the close of business on the Record Date, your shares are registered directly in your name with the Company's transfer agent, The Registrar and Transfer Company, you are considered the shareholder of record with respect to those shares, and these proxy materials (including a proxy card) are being sent directly to you by the Company. As a shareholder of record, you have the right to grant your voting proxy directly to the Company through the enclosed proxy card or to vote in person at the Annual Meeting.

Beneficial Owners. If, at the close of business on the Record Date, your shares were not issued directly in your name, but were held in a stock brokerage account or by a bank, trustee or other nominee, you are considered the beneficial owner of shares, and these proxy materials (including a voting instruction card) are being forwarded to you by your broker, trustee, bank or nominee who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, trustee, bank or nominee on how to vote the shares in your account and are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you request and obtain a proxy from your broker, trustee, bank or nominee. Your broker, trustee, bank or nominee has ~~been advised~~enclosed a voting instruction card for you to use in directing the broker, trustee, bank or nominee on how to vote your shares.

Shareholders of Record. If you complete and properly sign the accompanying proxy card and return it to the Company, it will be voted as you direct. You may also vote via telephone or internet (as indicated on your proxy card). If you attend the Annual Meeting, you may deliver your completed proxy card in person or vote by ballot.

Beneficial Owners. If you complete and properly sign the accompanying voting instruction card and return it to your broker, trustee, bank or other nominee, it will be voted as you direct. You may also vote via telephone or internet (as indicated on your voting instruction card). If you want to vote your shares at the Annual Meeting, you must request and obtain a proxy from such broker, trustee, bank or other nominee confirming that ~~Masco Corporation, MascoTech, Inc.~~you beneficially own such shares and ~~Directors and executive officers~~giving you the power to vote such shares.

Shareholders of Record. You may change your vote at any time before the proxy is exercised by filing with the Corporate Secretary of the Company, ~~hold~~at 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304, either written notice revoking the proxy or a properly signed proxy that is dated later than the proxy card. If you attend the Annual Meeting, the individuals named as proxy holders in the ~~aggregate approximately 50 percent of Company Common Stock and intend~~enclosed proxy card will nevertheless have authority to vote ~~their~~your shares in ~~favor~~accordance with your instructions on the proxy card unless you properly file such notice or new proxy.

Beneficial Owners. If you hold your shares through a bank, trustee, broker or other nominee, you should contact such person to submit new voting instructions prior to the time such voting instructions are exercised.

What if I do not vote for some of the ~~nominees, for ratification~~items listed on my proxy card or voting instruction card?

Shareholders of Record. If you return your signed proxy card but do not mark selections, the ~~selection of Coopers & Lybrand L.L.P. and~~selections not marked will be voted in accordance with the recommendations of the Board of Directors. With respect to any other matter that properly comes before the Annual Meeting, the proxy holders

named in the proxy card will vote as the Board recommends or, if the Board gives no recommendation, in their own discretion.

Beneficial Owners. If you hold your shares in street name through a broker, trustee, bank or other nominee and do not return the proxy card, such nominee will determine if it has the discretionary authority to vote on the particular matter. Under applicable law, brokers have the discretion to vote on routine matters, such as the ratification of the appointment of the Company's independent registered public accounting firm, but do not have discretion to vote on non-routine matters, including the election of directors recommended by the Board of Directors and approval of the increase in the number of shares reserved for issuance under the 2006 Long Term Equity Incentive Plan. If the broker does not have discretionary authority to vote on a particular proposal, the absence of votes on the proposal with respect to your Voting Stock will be considered"broker non-votes" with regard to that matter. Voting Stock subject to broker non-votes will be considered present at the meeting for purposes of determining whether there is a quorum but the broker non-votes will not be considered votes cast with respect to that proposal.

I share an address with another shareholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

If you share an address with another shareholder, you may receive only one set of proxy materials unless you have provided contrary instructions. If you wish to receive a separate set of proxy materials now, please request the additional copy by contacting TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304, Telephone 248-631-5506. A separate set of proxy materials will be sent promptly following receipt of your request.

If you are a shareholder of record and wish to receive a separate set of proxy materials in the future, please contact TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304, Telephone 248-631-5506.

If you are the beneficial owner of shares held through a broker, trustee or other nominee and you wish to receive a separate set of proxy materials in the future, please contact TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304, Telephone 248-631-5506.

What does it mean if I receive more than one proxy card or voting instruction card?

If you receive more than one proxy card or voting instruction card, it means that you have multiple accounts with banks, trustees, brokers, other nominees and/or the Company's transfer agent. Please sign and deliver each proxy card and voting instruction card that you receive to ensure that all of your shares will be voted. We recommend that you contact your nominee and/or the Company's transfer agent, as appropriate, to consolidate as many accounts as possible under the same name and address.

The two nominees who receive the most votes cast at the Annual Meeting will be elected as directors. The slate of directors discussed in this proxy statement consists of two directors whose terms are expiring and who have consented to stand for re-election. A properly signed proxy with instructions to withhold authority with respect to the election of one or more directors will not be voted for the director(s) so indicated and will have no effect on the outcome of the vote.

Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm.

The affirmative vote of a majority of the shares of Voting Stock outstanding on the Record Date that is present or represented at the Annual Meeting is necessary to ratify the Audit Committee's appointment of KPMG as the Company's independent registered public accounting firm for 2010. Abstentions will have the same effect as a vote against the matter. Although shareholder ratification of the appointment is not required by law and is not binding on the Company, the Audit Committee will take the appointment under advisement if such appointment is not so ratified.

Proposal 3—Ratification of Increase of Shares Reserved for Issuance under the 2006 Long Term Equity Incentive Plan.

The affirmative vote of a majority of the shares of Voting Stock outstanding on the Record Date that is present or represented at the Annual Meeting will be necessary to approve the increase in the number of shares reserved for issuance under the 2006 Long Term Equity Incentive Plan by 1,000,000 shares. Abstentions and broker non-votes will have the same effect as a vote against the matter.

The accompanying proxy is being solicited by the Company's Board of ~~Directors on~~Directors. The Company will bear the cost of soliciting the proxies. Officers and other management employees of the Company will receive no additional compensation for the solicitation of proxies and may use mail, e-mail, personal interview and/or telephone.

If any other ~~matters.~~matter is properly submitted to the shareholders at the Annual Meeting, its adoption will require the affirmative vote of a majority of the shares of Voting Stock outstanding on the Record Date that is present or represented at the Annual Meeting. The ~~shares represented~~Board of Directors does not propose to conduct any business at the Annual Meeting other than as stated above.

The Financial Information subsection under "Investors" on the Company's website,http://www.trimascorp.com, provides access, free of charge, to Securities and Exchange Commission ("SEC") reports as soon as reasonably practicable after the Company electronically files such reports with, or furnishes such reports to, the SEC, including proxy materials, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports.

The Company has posted printable and searchable 2010 proxy materials to the Company's website at http://www.trimascorp.com/2010proxy. A copy of the Company's Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the SEC, will be sent to any shareholder, without charge, upon written request sent to the Company's executive offices: TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304.

You may also read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operations of the Public Reference Room by calling the ~~Proxy~~SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including the Company, athttp://www.sec.gov.

The references to the website address of the Company and SEC in this proxy statement are not intended to function as a hyperlink and, except as specified herein, the information contained on such websites are not part of this proxy statement.

The names of shareholders of record entitled to vote at the Annual Meeting will be available to shareholders entitled to vote at the meeting on Monday, May 10, 2010 at the Company's headquarters.

In the election of directors, you may vote "FOR," "AGAINST" or "ABSTAIN" with respect to each of the nominees. If you elect to abstain in the election of directors, the abstention will not impact the election of directors. In tabulating the voting results for the election of directors, only "FOR" and "AGAINST" votes are counted.

If you provide specific instructions with regard to certain items, your shares will be voted as ~~instructed if received~~you instruct on such items. If you vote by proxy card or voting instruction card and sign the card without giving specific instructions, your shares will be voted in ~~time for~~accordance with the meeting. Any person signing and mailing the Proxy may, nevertheless, revoke it at any time before it is exercised by written notice to the Company (Attention: Eugene A. Gargaro, Jr., Secretary) at its executive offices at 315 East Eisenhower Parkway, Ann Arbor, Michigan 48108, or at the Annual Meeting. ELECTION OF DIRECTORS Two Directors, constituting one-thirdrecommendations of the ~~Board of Directors, are to~~Board.

Preliminary voting results will be ~~elected at the meeting. The nominees, if elected, will serve as Class III Directors for a term expiring~~announced at the Annual Meeting, and final voting results will be published by the Company in ~~2000~~a Current Report on Form 8-K.

The inspector of elections will be a representative from an independent firm, Broadridge Investor Communication Solutions, Inc.

How and when may I submit a shareholder proposal for the 2011 Annual Meeting of Shareholders?

Requirements for shareholder proposal to be considered at the 2011 Annual Meeting by inclusion in the Company's proxy statement. You may submit proposals for consideration at future shareholder meetings. For a shareholder proposal to be considered for inclusion in the Company's proxy statement for the Annual Meeting next year, the Corporate Secretary must receive the written proposal at the Company's principal executive offices no later than December 6, 2010. Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of shareholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

Requirements for shareholder proposal to be considered at the 2011 Annual Meeting, but not included in the Company's proxy statement. For a shareholder proposal that is intended to be considered at the 2011 Annual Meeting, but not included in the Company's proxy statement, the shareholder must give timely notice to the Corporate Secretary, which, in general, requires that the notice be received by the Corporate Secretary not later than the close of business on February 9, 2011.

In addition to the timing requirements stated above, any shareholder proposal to be brought before the 2011 Annual Meeting must set forth (a) a brief description of the business desired to be brought before the 2011 Annual Meeting and the reasons for conducting such business, (b) the name and address, as they appear on the Company's books, of the shareholder proposing such business, (c) the number of shares of the Company's Voting Stock that are beneficially owned by the shareholder, (d) any material interest of the shareholder in such business, and (e) any additional information that is required to be provided by the shareholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.

If the date of the 2011 Annual Meeting is moved more than 30 days before or ~~until their respective successors are elected~~60 days after the anniversary of the 2010 Annual Meeting, then notice of a shareholder proposal that is not intended to be included in the Company's proxy statement under Rule 14a-8 must be received not later than the close of business on the later of the following two dates:

The ~~Class I and Class II~~Board of Directors ~~will continue in office for their respective~~currently consists of six members serving three-year staggered terms. The Board of Directors ~~proposes~~is divided into three classes, each class consisting of one-third of the ~~re-election of Eugene A. Gargaro, Jr.~~Company's directors. Class I directors terms will expire at the 2010 Annual Meeting. Messrs. Cohen and ~~Helmut F. Stern~~Wathen have consented to stand for re-election to serve ~~as Class III Directors and expects~~until the 2013 Annual Meeting. If either of them should become unavailable, the Board may designate a substitute nominee. In that case, the ~~persons~~proxy holders named as proxies in the Proxy will vote the shares represented by each Proxy for the election as Directors of such nominees unless a contrary direction is indicated. If prior to the meeting either nominee is unable or unwilling to serve as a Director, which the Board of Directors does not expect, the persons named as proxiesaccompanying proxy card will vote for ~~such alternate nominee, if any, as may be recommended by~~ the Board's substitute nominee.

The Company's Board ~~of Directors. Directors are elected by~~recommends a ~~plurality~~voteFOR each of the ~~votes cast by~~two directors listed below who stands for election, to serve until the ~~holders of Company Common Stock.~~2013 Annual Meeting.

The two individuals who receive the ~~largest number of~~most votes cast at the Annual Meeting will be elected as ~~Directors; therefore,~~directors, provided a quorum of at least a majority of the outstanding shares ~~not voted (whether due to~~of common stock is represented at the meeting. If you abstain from voting on this matter, your abstention orwill have no effect on the vote. If you hold your shares through a broker ~~non-vote)~~and you do not ~~affect~~instruct the broker on how to vote on this "non-routine" proposal, your broker does not have authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any other effect on the outcome of the election of ~~Directors. 1~~ ~~4 Information concerning~~directors.

Additional information regarding the directors and director nominees ~~and continuing Directors~~of the Company is set forth below.

~~For further information concerning beneficial ownership, see "Security Ownership~~ of ~~Management~~Directors currently consists of six members divided into three classes serving staggered terms.

Director Background and Certain Beneficial Owners." For further information concerning MascoTech, Inc. and Masco Corporation, see "Certain Relationships and Related Transactions." Messrs. Campbell, Manoogian, Morgan and Stern have been engagedQualifications. The following sets forth the business experience during at least the past five years of each Director nominee and each of the directors whose term of office will continue after the annual meeting.

In addition, the following includes a brief discussion of the specific experience, qualifications, attributes and skills that led to the conclusion that the Directors and nominees should serve on the Board at this time. The Nominating and Corporate Governance Committee considers the experience, mix of skills and other qualities of the existing Board to ensure appropriate Board composition. The Nominating and Corporate Governance Committee believes that Directors must have demonstrated excellence in their chosen field, high ethical standards and integrity, and sound business judgment. In addition, it seeks to ensure the Board includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the Company's business.

The Board believes that the Directors and nominees have an appropriate balance of knowledge, experience, attributes, skills and expertise as a whole to ensure the Board appropriately fulfills its oversight responsibilities and acts in the ~~occupations listed~~best interests of shareholders. The Board believes that each director satisfies its criteria for demonstrating excellence in his or her chosen field, high ethical standards and integrity, and sound business judgment. In addition, the ~~preceding table.~~Board has four independent directors in accordance with the applicable rules of NASDAQ, and such Directors are also independent of the influence of any particular shareholder or shareholder groups whose interests may diverge from the interests of the shareholders as a whole. Further, each director or nominee brings a strong background and set of skills to the Board, giving the Board as a whole competence and experience in a wide variety of areas.

David M. Wathen. Mr. ~~Gargaro~~Wathen was appointed as the Company's President and Chief Executive Officer and as a member of the Board on January 13, 2009. Mr. Wathen has extensive knowledge and experience in operational and management issues relevant to diversified manufacturing environments. He is currently a director and member of the Audit Committee and Corporate Governance Committee of Franklin Electric Co., Inc. From 2003 until 2007, Mr. Wathen was President and Chief Executive Officer of Balfour Beatty, Inc. (U.S. Operations), an engineering, construction and building management services company. Prior to his Balfour Beatty appointment in 2003, he served as a Principal Member of Questor, a private equity firm from 2000 to 2002. From 1977 to 2000, Mr. Wathen held management positions with General Electric, Emerson Electric, Allied Signal and Eaton Corporation. Mr. Wathen holds a B.S.M.E. in Engineering and M.B.A. from Purdue University and an M.S.B.A. in Business Administration from St. Francis University.

Marshall A. Cohen. Mr. Cohen was elected as one of the Company's directors in January 2005. Mr. Cohen has extensive knowledge and experience in management, governance and legal matters

involving publicly-held companies. He is counsel to Cassels Brock & Blackwell LLP, a law firm based in Toronto, Canada, which he joined in 1996. Prior to joining that firm, Mr. Cohen served as president and chief executive officer of the Molson Companies Limited from 1988 to 1996. Mr. Cohen is a director of Barrick Gold Corporation, Broadpoint Gleacher Securities Group, Inc. and TD Ameritrade. From 1993 to 2008, Mr. Cohen was a ~~partner~~director of AIG, Inc. Mr. Cohen holds a B.A. from the University of Toronto, a law degree from Osgoode Hall Law School and a Masters Degree in Law from York University.

Richard M. Gabrys. Mr. Gabrys joined the ~~law firm~~Board in August 2006. Mr. Gabrys has extensive knowledge and expertise in financial reporting for publicly-held companies and accounting matters. Mr. Gabrys retired from Deloitte & Touche LLP in 2004 after 42 years where he served a variety of ~~Dykema Gossett PLLC until he became~~publicly-held companies, financial services institutions, public utilities and health care entities. He was Vice Chairman of Deloitte's United States Global Strategic Client Group and served as a member of its Global Strategic Client Council. From January 2006 through August 2007, Mr. Gabrys served as the Interim Dean of the School of Business Administration of Wayne State University. From December 2004 through January 2008, Mr. Gabrys served on the Board of Dana Corporation. He is a member of the Board of Directors of CMS Energy Company, Massey Energy Company and La-Z-Boy Inc.; and is the President and ~~Secretary~~Chief Executive Officer of ~~Masco~~Mears Investments, L.L.C., a private family investment company. Mr. Gabrys holds a B.S. in Accounting from King's College and completed the Executive Program at Stanford University.

Eugene A. Miller. Mr. Miller was elected as a director in January 2005. Mr. Miller has extensive knowledge and expertise in management, executive compensation and governance matters related to publicly-held companies. Mr. Miller is the retired Chairman and Chief Executive Officer of Comerica Incorporated and Comerica Bank in which positions he served from 1993 to 2002. Mr. Miller held various positions of increasing responsibility at Comerica Incorporated and Comerica Bank (formerly The Detroit Bank) and rose to become Chairman, Chief Executive Officer and President of Comerica Incorporated (June 1993 through June 1999). He is also a director of DTE Energy Company since 1989 and Handleman Company since 2002. Mr. Miller holds a B.B.A. from the Detroit Institute of Technology.

Daniel P. Tredwell. Mr. Tredwell was elected as one of the Company's directors in June 2002. Mr. Tredwell has extensive knowledge and expertise in financial and banking matters. Mr. Tredwell is the Managing Member, and one of the co-founders of Heartland Industrial Partners, L.P. ("Heartland"). He has more than two decades of private equity and leveraged financing experience. Mr. Tredwell served as a Managing Director at Chase Securities Inc. (a predecessor of J.P. Morgan Securities, Inc.) and had been with Chase Securities since 1985. Mr. Tredwell is also a director of Asahi Tec Corporation, Springs Industries, Inc., and Springs Global Participações S.A. From November 2000 to January 2007, Mr. Tredwell served on the Board of Metaldyne Corporation. Mr. Tredwell holds a B.A. in ~~October 1993.~~Economics from Miami University and an M.B.A. in Finance from the Wharton School.

Samuel Valenti III. Mr. ~~Amster has served since March 1993~~Valenti was elected as Chairman of the Company's Board of Directors in June 2002 and served as Executive Chairman of the ~~Industrial Technology Institute,~~Company's Board from November 2005 through November 2008. Mr. Valenti remains Chairman of the Company's Board. Mr. Valenti has extensive knowledge and expertise in management of diversified manufacturing businesses and financial matters. He was employed by Masco Corporation from 1968 through March 2008. From 1988 through March 2008, Mr. Valenti was President and a ~~manufacturing research organization, where he has~~member of the board of Masco Capital Corporation, and was Vice President-Investments of Masco Corporation from May 1974 to October 1998. Until November 2005, Mr. Valenti also served as a special advisor to Heartland Industrial Partners, L.P., and until July 2006, Mr. Valenti served as a director ~~since March 1992. Prior to 1993,~~of Metaldyne Corporation. Mr. ~~Amster was~~Valenti is currently Chairman of Valenti Capital LLC. Mr. Valenti holds a ~~private investor.~~ B.A. and Masters in Economics from Western Michigan University. Mr. Valenti is the former Chairman of the Investment Advisory Committee of the

$50 billion State of Michigan retirement system and serves on the Harvard Business School Advisory Council. He also serves on the Advisory Council at the University of Notre Dame and the Advisory Board at the University of Michigan Business School Zell-Lurie Institute. Mr. Valenti is a member of Business Leaders for Michigan and serves as Chairman of the Renaissance Venture Capital Fund.

Since June 2002, the Company has separated the roles of the Board Chairman and Chief Executive Officer. The Board believes that separating these roles offers distinct benefits to the Company, including curtailing the potential for conflict of interest and facilitating objective Board evaluation of the Company's management. Mr. Valenti has served as Board Chairman since 2002 and has been an independent director since November 2008.

Through May 7, 2009 the Board consisted of seven directors. Since May 7, 2009 the Board has consisted of six directors.⁽¹⁾ During 2009, the Board held ~~five~~8 meetings and acted 5 times by unanimous written consent. The table below sets forth the meeting information for the four standing committees of the Board for 2009 and the membership of each of the four standing committees of the Board since the Annual Meeting held on May 7, 2009:

The Company's Board of Directors currently consists of six directors, divided into three classes so that, each class will consist of one-third of the Company's directors. The members of each class serve for staggered, three year terms. Upon the expiration of the term of a class of directors, directors in that class will be elected for three year terms at the Annual Meeting in the year in which their term expires. The classes are composed as follows:

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one third of the Company's directors.

The Company's Board has determined, after considering all of the relevant facts and circumstances, that from August 21, 2009 Messrs. Cohen, Gabrys, Miller and Valenti are "independent" from management in accordance with the NASDAQ listing standards and the Company's Corporate Governance Guidelines. To be considered independent, the Board must determine that a director does not have any direct or indirect material relationships with the Company and must meet the criteria for independence set forth in the Company's Corporate Governance Guidelines. For the period January 1, 2009 through August 21, 2009, during ~~1996.~~which the Company was listed on the NYSE, the Company's

Board determined that Messrs, Cohen, Gabrys, Miller, Valenti and Becker (who left the Board in May 2009) were "independent" from management in accordance with NYSE listing standards and the Company's Corporate Governance Guidelines. After considering all of the relevant facts and circumstances, the Board determined that, within twelve (12) months of the Company's initial public offering, all of the members of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee of the Board qualified under the applicable independence standards.

During 2009, all current directors attended at least 75%, in aggregate, of the meetings of the Board of Directors and all committees of the Board on which they served. All of the current directors attended the Company's 2009 Annual Meeting of Shareholders, and all Directors are expected to attend all meetings, including the Annual Meeting. In addition to attending Board and committee meetings, directors fulfill their responsibilities by consulting with the President and Chief Executive Officer and other members of management on matters that affect the Company.

Independent and non-management directors hold regularly scheduled executive sessions in which independent and non-management directors meet without the presence of management. These executive sessions generally occur around regularly scheduled meetings of the Board of Directors. For more information regarding the Company's Board of Directors and other corporate governance procedures, see "Corporate Governance." For information on how you can communicate with the Company's non-management directors, see "Communicating with the Board."

Audit Committee. The Audit Committee is responsible for providing independent, objective oversight and review of the Company's auditing, accounting and financial reporting processes, including reviewing the audit results and monitoring the effectiveness of the Company's internal audit function. In addition, the Audit Committee is responsible for (1) selecting the Company's independent registered public accounting firm, (2) approving the overall scope of the audit, (3) assisting the Board in monitoring the integrity of the Company's financial statements, our independent registered public accounting firm's qualifications and independence, the performance of the company's independent registered public accounting firm, and the Company's internal audit function and compliance with relevant legal and regulatory requirements, (4) annually reviewing the Company's independent registered pubic accounting firm's report describing the auditing firm's internal quality control procedures and any materials issues raised by the most recent internal quality control review, or peer review, of the auditing firm, (5) discussing the annual audited financial and quarterly statements with management and the independent registered public accounting firm, (6) discussing earnings press releases and any financial information or earnings guidance provided to analysts and rating agencies, (7) discussing policies with respect to risk assessment and risk management, (8) meeting separately, periodically, with management, internal auditors and the independent registered public accounting firm, (9) reviewing with the independent auditor any audit problems or difficulties and management's response, (10) setting clear hiring policies for employees or former employees of the independent registered public accounting firm, (11) handling such other matters that are specifically delegated to the Audit Committee by applicable law or regulation or by the Board of Directors from time to time, and (12) reporting regularly to the full Board of Directors. See "Report of the Audit Committee." The Audit Committee's charter is available on the Company's website,www.trimascorp.com, in the Corporate Governance subsection of the Investor page.

Each of the directors on the Audit Committee is financially literate. The Board of Directors has determined that each of Messrs. Miller and Gabrys qualifies as an "audit committee financial expert" within the meaning of SEC regulations and that from August 21, 2009 each member on the Audit Committee has the accounting and related financial management expertise required by the NASDAQ listing standards and that each is "independent" from management in accordance with NASDAQ listing standards and the Company's Corporate Governance Guidelines. For the period January 1, 2009 through August 21, 2009, during which the Company was listed on the NYSE, the Board of Directors determined that each of the members of the Audit Committee had the accounting and related financial management expertise required by the NYSE's listing standards.

Compensation Committee. The Compensation Committee is responsible for developing and maintaining the Company's compensation strategies and policies including, (1) reviewing and approving the Company's overall executive and director compensation philosophy and the executive and director compensation programs to support the Company's overall business strategy and objectives, (2) overseeing the management continuity and succession planning process (except as otherwise within the scope of the Corporate Governance and Nominating Committee) with respect to the Company's officers, and (3) preparing any report on executive compensation required by the applicable rules and regulations of the SEC and other regulatory bodies.

The Compensation Committee is responsible for monitoring and administering the Company's compensation and employee benefit plans and reviewing, among other things, base salary levels, incentive awards and bonus awards for officers and key executives, and such other matters that are specifically delegated to the Compensation Committee by applicable law or regulation, or by the Board of Directors from time to time.

See "Compensation Discussion and Analysis." The Compensation Committee's charter is available on the Company's website,www.trimascorp.com, in the Corporate Governance subsection of the Investors page.

Executive Committee. The Executive Committee has the authority to exercise many of the functions of the full Board of Directors between meetings of the Board, however it excludes those matters which Delaware law or NASDAQ or SEC rules require to be within the purview of the Company's independent directors or which is otherwise in conflict with such laws or rules.

Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is responsible for identifying and nominating individuals qualified to serve as Board members and recommending directors for each Board committee. Generally, the Corporate Governance and Nominating Committee will re-nominate incumbent directors who continue to satisfy its criteria for membership on the Board, who it believes will continue to make important contributions to the Board and who consent to continue their service on the Board.

In recommending candidates to the Board, the Corporate Governance and Nominating Committee reviews the experience, mix of skills and other qualities of a nominee to assure appropriate Board composition after taking into account the current Board members and the specific needs of the Company and the Board. The Board looks for individuals who have demonstrated excellence in their chosen field, high ethical standards and integrity, and sound business judgment. The Corporate Governance and Nominating Committee does not have a formal policy with respect to diversity; however, the Board and the Governance and Nominating Committee believe that it is essential that the Board members represent diverse viewpoints. As required by the NASDAQ, SEC or such other applicable regulatory requirements, a majority of the Board will be comprised of independent directors.

The Corporate Governance and Nominating Committee generally relies on multiple sources for identifying and evaluating nominees, including referrals from the Company's current directors and management. The Corporate Governance and Nominating Committee does not solicit director nominations, but will consider recommendations by shareholders with respect to elections to be held at an Annual Meeting, so long as such recommendations are sent on a timely basis to the Corporate Secretary of the Company and are in accordance with the Company's by-laws. The Corporate Governance and Nominating Committee will evaluate nominees recommended by shareholders against the same criteria. The Company did not receive any nominations of directors by shareholders for the 2010 Annual Meeting.

The Corporate Governance and Nominating Committee is also responsible for recommending to the Board appropriate Corporate Governance Guidelines applicable to the Company and overseeing governance issues.

The Corporate Governance and Nominating Committee's charter is available on the Company's website,www.trimascorp.com, in the Corporate Governance subsection of the Investors page.

Compensation Committee Interlocks and Insider Participation. No member of the Compensation Committee is an employee of the Company. Messrs. Cohen, Miller and Valenti are the current members of the Company's Compensation Committee. See "Transactions with Related Persons" for a summary of related person transactions involving Heartland.

Terms of Office. The Board has not established term limits for the directors. The Corporate Governance Guidelines provide that a thoughtful evaluation of director performance is the appropriate method of balancing the Board's needs for continuity, insight, new perspectives, fresh ideas, and other factors.

Assessment of Board and Committee Performance. The Board evaluates its performance annually. In addition, each Board committee performs an annual self-assessment to determine its effectiveness. The results of the Board and Committee self-assessments are discussed with the Board and each Committee, respectively.

As part of its oversight function, the Board monitors how management operates the Company, in part via its committee structure. When granting authority to management, approving strategies and receiving management reports, the Board considers, among other things, the risks and vulnerabilities the Company faces. The Audit Committee considers risk issues associated with the Company's overall financial reporting, disclosure process and legal compliance, as well as reviewing policies on risk control assessment and accounting risk exposure. In addition to its regularly scheduled meetings, the Audit Committee meets with the Vice President, Corporate Audit, and the independent registered public accounting firm in executive sessions at least quarterly, and with the General Counsel and Chief Compliance Officer as determined from time to time by the Audit Committee. Each of the other committees, the Compensation Committee and the Governance and Nominating Committee, consider risk issues associated with the substantive matters addressed by the committee.

The Compensation Committee is responsible for reviewing director compensation and ~~Campbell,~~making recommendations to the Board, as appropriate. The Compensation Committee and Board believe that directors should receive a mix of cash and equity over their tenure. The combination of cash and equity compensation is intended to provide incentives for directors to continue to serve on the Board of Directors and to attract new directors with outstanding qualifications. Directors who are ~~also Company employees) receives~~not independent do not receive any compensation for serving on the Board or any committees thereof. Directors may make an annual election to defer receipt of Board compensation, provided the election is made prior to the fiscal year in which the deferral is effective.

Annual Cash Retainer and Meeting Fees. In 2009, each independent director received an annual retainer of $75,000, and a meeting fee of ~~$25,000 and~~ $1,000 for each Board or committee meeting attended. The Chairman of the Board received $200,000 in 2009 for his services in that capacity and did not receive attendance fees. The chairman of each of the Audit, Compensation and Corporate Governance and Nominating Committees received an additional annual retainer in the amounts of $15,000, $10,000 and $5,000, respectively.

None of the independent directors elected to defer receipt of Board compensation in 2009. For 2010, two of four independent directors elected to defer receipt of all or part of their Board compensation.

Equity Compensation. On March 9, 2009, the Board approved the issuance of options to purchase 24,000 shares of common stock to each independent Board member (other than the Chairman), with an exercise price equal to the closing price of the Company's stock on the grant date. The options vest in equal annual increments over the three years following the grant date and are subject to a ten (10) year exercise term, subject to earlier termination if the recipient dies, becomes disabled or is no longer a director.

Director Stock Ownership. We have established stock ownership guidelines for independent directors to more closely tie their interests to those of shareholders. Under these guidelines, directors are required to own, within five years after initial election to the Board (but not tolling prior to the Company's May 2007 initial public offering) shares of Company stock having a value equal to three times their annual cash retainer. Common stock, time-based restricted stock and vested in the money options held by an independent director are counted toward fulfillment of this ownership requirement. Mr. Valenti currently satisfies the common stock ownership requirement. As five years since the Company's 2007 initial public offering has not yet lapsed, the independent directors are not yet obligated to satisfy the ownership guidelines.

Indemnification. The Company has entered into indemnification agreements with each of its directors. These agreements require the Company to indemnify such individuals for certain liabilities to which they may become subject as a result of their affiliation with the Company.

Other. The Company reimburses all directors for expenses incurred in attending Board and committee meetings. The Company does not provide any perquisites to directors.

The Board of Directors ~~meeting (and~~has adopted Corporate Governance Guidelines, a copy of which can be found at the Company's website,www.trimascorp.com, in the Corporate Governance subsection of the Investors page. These guidelines address, among other things, director responsibilities, qualifications (including independence), compensation and access to management and advisors. The Corporate

Governance and Nominating Committee is responsible for overseeing and reviewing these guidelines and recommending any changes to the Board.

Code of Ethics. The Board has adopted a code of ethics and business conduct that applies to directors and all employees, including the Company's principal executive officer, principal chief financial officer, and other persons performing similar executive management functions. The code of ethics is posted on the Company's website in the Corporate Governance Section. All amendments to the Company's code of ethics, if any, will be also posted on the Company's internet website, along with all waivers, if any, of the code of ethics involving senior officers.

The Company has filed with the SEC, as exhibits to its Quarterly Reports on Form10-Q for the quarters ended March 31, June 30 and September 30, 2009, respectively, and its Annual Report on Form 10-K for the year ended December 31, 2009, Certifications Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

A copy of the Company's committee ~~meeting~~charters, Corporate Governance Guidelines and Code of Ethics will be sent to any shareholder, without charge, upon written request sent to the Company's executive offices: TriMas Corporation, Attention: Vice President, General Counsel and Corporate Secretary, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304.

Any shareholder or interested party who desires to communicate with the Board or any specific director, including the Chairman, non-management directors, or committee members, may write to: TriMas Corporation, Attention: Board of Directors, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304.

To submit concerns regarding accounting matters, shareholders and other interested persons may also call the Company's toll free, confidential hotline number published atwww.trimascorp.com in the Corporate Governance subsection of the Investors page, in the document entitled Code of Ethics and Business Conduct. Employees may express such concerns on a ~~date on which~~confidential and anonymous basis.

Communications made through the ~~entire Board holds a meeting) which~~confidential hotline number are reviewed by the ~~Director physically attends.~~Audit Committee at each regularly scheduled meeting; other communications will be made available to directors at any time upon their request.

PROPOSAL 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has appointed KPMG as the independent registered public accounting firm to audit the Company's consolidated financial statement for the fiscal year ending December 31, 2010. During fiscal year 2009, KPMG served as the Company's independent registered public accounting firm and also provided certain other audit related services. KPMG has audited the Company's consolidated financial statements annually since the fiscal year ended December 31, 2003. Representatives of KPMG are expected to attend the 2010 Annual Meeting, where they will be available to respond to appropriate questions and, if they desire, make a statement.

The appointment of KPMG as the independent registered public accounting firm for the Company is being presented to the shareholders for ratification. The ratification of the appointment of the independent registered public accounting firm requires the affirmative vote of the holders of a majority of the total shares of common stock present in person or represented by proxy and voting on the matter, provided that a quorum of at least a majority of the outstanding shares are represented at the meeting. If you abstain from voting on this matter, your abstention will have no effect of the vote. If you hold your shares through a broker and you do not instruct the broker on how to vote on this "routine" proposal, your broker will nevertheless have authority to vote your shares on this "routine" proposal in your broker's discretion. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any other effect on the outcome of the proposal. Proxies submitted pursuant to this solicitation will be voted "FOR" the ratification of KPMG as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2010, unless specified otherwise.

The Board of Directors ~~consisting~~recommends that shareholders vote "FOR" the ratification of ~~Messrs. Amster, Morgan~~the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2010.

The following table presents fees billed by KPMG for professional audit services rendered related to the audits of the Company's annual financial statements for the years ended December 31, 2009, 2008 and ~~Stern, held two meetings~~2007, and fees for other services rendered by KPMG during ~~1996. It~~those periods.

Integrated audit fees billed for services rendered in connection with the audit of the Company's annual financial statements and the effectiveness of the Company's financial controls over financial reporting were $1,857,000, $2,424,300, and $3,220,000 for 2009, 2008 and 2007, respectively. The fees for 2007 were higher than subsequent years due to services in connection with the Company's initial compliance with Section 404 of the Sarbanes-Oxley Act. KPMG audit fees related to the Company's ongoing SOX compliance are reflected in the 2009 and 2008 Audit Fees. In 2009, audit-related fees of $234,000 were incurred primarily related to the Company's debt refinancing activities. In 2007, audit-related fees of $436,000 were incurred related to the Company's initial public offering.

Except for the amounts disclosed above, there were no tax fees billed by KPMG during 2009, 2008 and 2007, as the Company has retained another accounting firm to provide tax advice.

The Audit Committee has determined that the rendering of all non-audit services by KPMG is compatible with maintaining such auditor independence.

We have been advised by KPMG that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in the Company or its subsidiaries.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm

The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. The Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by the independent registered public accounting firm.

On an ongoing basis, management communicates specific projects and categories of service for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and ~~acts~~advises management if the committee approves the engagement of the independent registered public accounting firm. No services are undertaken which are not pre-approved. On a periodic basis, management reports to the Audit Committee regarding the actual spending for such projects and services compared to the approved amounts. All of the services provided by our independent auditor in 2009, 2008 and 2007, including services related to audit, audit-related fees, tax fees and all other fees described above, were approved by the Audit Committee under its pre-approval policies.

The Audit Committee's policies permit the Company's independent accountants, KPMG, to provide audit-related services, tax services and non-audit services to the Company, subject to the following conditions:

The Audit Committee represents and assists the Board in fulfilling its responsibilities for general oversight of the integrity of the Company's financial statements. The Company's compliance with legal and regulatory requirements, the independent registered public accounting firm's qualifications and independence, the performance of the Company's internal audit function and independent registered public accounting firm, and risk assessment and risk management. The Audit Committee manages the Company's relationship with the independent registered public accounting firm (which reports directly to the Audit Committee). The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties and receives appropriate funding as determined by the Audit Committee from the Company for such advice and assistance.

The Company's management is primarily responsible for the Company's internal control and financial reporting process. The Company's independent registered public accounting firm, KPMG, is responsible for performing an independent audit of the Company's consolidated financial statements and issuing opinions on the conformity of reporting those audited financial statements with United States generally accepted accounting principles and the effectiveness of the Company's internal control over financial reporting. The Audit Committee monitors the Company's financial reporting process and reports to the Board on its findings.

The undersigned members of the Audit Committee have submitted this Report to the Board of Directors.

PROPOSAL 3—RATIFICATION OF INCREASE OF SHARES RESERVED FOR
ISSUANCE UNDER THE 2006 LONG TERM EQUITY INCENTIVE PLAN

The Board has approved the increase in the number of shares reserved for issuance under the 2006 Long Term Equity Incentive Plan by 1,000,000 shares and directed that the amendment be submitted to shareholders for approval. The amendment will become effective upon shareholder approval. Upon ratification of this proposal, 1,131,508 shares will be available for issuance under the 2006 Long Term Equity Incentive Plan which includes 131,508 shares currently reserved but not granted under The 2006 Long Term Equity Incentive Plan. Set forth below is a description of the 2006 Long Term Equity Incentive Plan, which is qualified in its entirety by reference to the TriMas Corporation 2006 Long Term Equity Incentive Plan, Composite Plan Document as of March 26, 2010, as filed with the SEC in a Current Report on Form 8-K on March 26, 2010 (the "2006 Plan"). All material terms of the 2006 Long Term Equity Incentive Plan remain the same other than the number of shares available for issuance thereunder as described above.

The Board believes that the Company must offer a competitive equity incentive program if it is to continue to successfully attract and retain the best possible candidates for positions of responsibility within the Company. The Board expects that the Long Term Equity Incentive Plan will continue to be an important factor in attracting, retaining and rewarding the high-caliber employees and directors essential to our success and in motivating these individuals to strive to enhance our growth and profitability.

The 2006 Plan provides for the issuance of incentive and nonqualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units, performance awards, annual incentive awards or other incentive awards, including management stock purchase rights on restricted stock units. The 2006 Plan provides for the issuance of up to an aggregate of 1,435,877 shares of our common stock, of which up to 500,000 of the shares may be used for incentive stock options. If the amendment to the 2006 Plan is approved by the shareholders, the number of shares available for issuance pursuant to the 2006 Plan will be 2,435,877 shares of our common stock, of which up to 500,000 of the shares may be used for incentive stock options. Under the 2006 Plan, grants of restricted stock, restricted stock units to the extent payable in stock and performance awards count as two shares each, and grants of incentive and nonqualified stock options and stock appreciation rights count as one share each for purposes of determining shares remaining for grants under the 2006 Plan. As of the Record Date, awards covering an aggregate of 1,043,668 shares of our common stock had been issued and were outstanding under the 2006 Plan.

The shares issued or to be issued under the 2006 Plan consist of authorized but unissued shares. Shares issued under the 2006 Plan pursuant to awards assumed in connection with mergers and acquisitions by us will not reduce the number of shares reserved for issuance under the 2006 Plan. If an award under the 2006 Plan is forfeited or expires without being exercised, the shares covered by any such award would again become available for issuance under new awards. The closing price of a share as reported by NASDAQ on the Record Date was $7.30.

The 2006 Plan prohibits the repricing of options without the approval of the shareholders. This provision relates to both direct repricings—lowering the exercise price of an option—and indirect repricings—canceling an outstanding option and granting a replacement or substitute option with a lower exercise price, or exchanging options for cash, other options or other awards. The repricing prohibition also applies to share appreciation rights.

Awards may be made under the 2006 Plan to our directors, officers, employees or consultants. We estimate that currently approximately 2,020 persons are eligible to receive awards under the 2006 Plan. Currently, 44 persons comprised of active employees, officers and directors participate in the 2006 Plan.

The 2006 Plan is administered by the Compensation Committee of our Board of Directors (the "Administrator"). The Administrator has the power to select the recipients of awards. The Board of Directors retains the authority to grant and administer awards to non-employee directors, who may receive and elect to defer stock and cash compensation under the 2006 Plan. The Administrator has broad power to determine and amend award terms, although in general, such amendments may not adversely affect a participant without the participant's consent, except for amendments that are necessary under Code Section 409A and adjustments in connection with certain corporate events, such as stock splits or other changes in the outstanding common stock, or a merger or other extraordinary transaction. The Administrator may make awards to executives when they join us, annually and/or in connection with achieving performance goals. Each grant will have a vesting period determined on a case by case basis.

The 2006 Plan provides the following limitations on annual grants to individual participants under Internal Revenue Code ("Code") Section 162(m): options or stock appreciation rights with respect to ~~various auditing~~350,000 shares of common stock; and, ~~accounting matters, including~~restricted stock or restricted stock units denominated in shares of common stock with respect to more than 175,000 shares. Performance awards under Code Section 162(m) with respect to more than 100,000 shares; and, annual incentive awards under Code Section 162(m) with respect to more than 100,000 shares. The maximum dollar value payable to any participant in one fiscal year with respect to restricted stock units, performance awards or annual incentive awards under Code Section 162(m) that are valued in property other than common stock is the ~~selection and fees~~lesser of $6,000,000 or 5 times the participant's base salary for the fiscal year.

The 2006 Plan leaves to the discretion of the ~~Company's independent accountants, the scope of audit procedures, the Company's internal audit program~~Administrator to grant annual incentive awards and ~~results, the nature of services~~performance awards, each pursuant to ~~be performed by the independent accountants and the Company's accounting practices. The Compensation Committee of~~an individual participant's agreement.

In general, the Board of Directors ~~consisting~~is authorized to amend or modify the 2006 Plan at any time without shareholder approval, other than to materially increase benefits, increase the number of ~~Messrs. Gargaro, Morgan~~shares available for awards or change the eligibility requirements. No awards may be made after the tenth anniversary of the earlier of Board or shareholder approval of the 2006 Plan. Options and ~~Stern, held four meetings during 1996. It establishes and monitors executive compensation and administers and determines awards and options~~stock appreciation rights granted under the ~~Company's stock incentive~~2006 Plan may not be granted with an exercise price below fair market value on the grant date and, unless shareholder approval is obtained, options and stock appreciation rights will not be repriced such that their exercise price is below fair market value per share on the date of original grant. The terms of the awards are set by the Administrator in a participant's award agreement, but no option ~~programs. See "Compensation Committee Report on~~or stock appreciation right may have a term that exceeds 10 years, and most options and stock appreciation rights will have shorter terms if a participant dies, becomes disabled or terminates employment. All awards are forfeited if a participant's employment is terminated for cause. Restricted stock, restricted stock units, performance awards, annual incentive awards and other incentive awards are subject to vesting and/or designated performance requirements. In the event of a change in control, the Administrator, at its discretion, may accelerate vesting or cash-out awards, or arrange for the assumption of awards in the event of certain acquisitions.

With respect to equity-based awards, any gain recognized by our executive officers and other employees from non-qualified stock options should be deductible, but to the extent we grant incentive stock options, any gain recognized by the optionee related to such options will not be deductible by us if there is no disqualifying disposition by the optionee.

Section 162(m) of the Code limits publicly-held companies to an annual deduction for U.S. federal income tax purposes of $1,000,000 for compensation paid to their Chief Executive ~~Compensation."~~Officer and Chief Financial Officer and the three highest compensated executive officers (other than the Chief Executive Officer and Chief Financial Officer) determined at the end of each year (the "covered employees"). However, performance-based compensation may be excluded from this limitation. The 2006 Plan is designed to permit the Administrator to grant awards that qualify for purposes of satisfying the conditions of Section 162(m). The Administrator would use one or more of the performance measures

listed under the Plan in establishing performance goals for awards to "covered employees" if the award is to be intended to satisfy the conditions of Section 162(m).

The Company currently has a registration statement filed with the SEC pursuant to the Securities Act of 1933, as amended, covering the offering of the Shares under the 2006 Plan.

Awards under the 2006 Plan will be made at the discretion of the Administrator. Accordingly, we cannot currently determine the amount of awards that will be made under the 2006 Plan in the future. The table below sets forth the awards that were granted under the 2006 Plan during 2009 and 2010 through the Record Date (excluding any grants that were forfeited).

Name	Grant Date

Grant H. Beard⁽¹⁾	N/A	—	—	—
Thomas M. Benson	N/A	—	16,280	—
Lynn A. Brooks	3/9/2009	72,500	—	—
	12/4/2009		28,900
Edward L. Schwartz⁽¹⁾	N/A	—	—	—
Joshua A. Sherbin	3/9/2009	87,500	—	—
	12/4/2009	—	11,040	—
	2/26/2010	—	—	24,640
David M. Wathen	1/13/2009	200,000	—	—
	12/4/2009	—	106,460	—
A. Mark Zeffiro	3/9/2009	90,000	—	—
	12/4/2009	—	15,900	—
	2/26/2010	—	—	32,850
Executive Officers Group⁽²⁾	1/13/2009	200,000	—	—
	3/9/2009	282,000	—	—
	12/4/2009	—	173,340	—
	2/26/2010	—	—	57,490
Independent Director Group⁽³⁾	3/9/2009	72,000	—	—
Non-Executive Officer Group⁽⁴⁾	1/13/2009	—	—	—
	3/9/2009	—	—	—
	12/4/2009	—	—	—
	2/26/2010	—	—	—

The Company's Board recommends a voteFOR the ratification of ~~Directors has not established~~the increase in the number of shares reserved for issuance under the 2006 Long Term Equity Incentive Plan by 1,000,000 shares. Abstentions and broker non-votes will have the same effect as a ~~separate committee~~vote against the matter.

Security Ownership of ~~its members to nominate candidates for election as Directors. 2~~ ~~5 SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS~~Certain Beneficial Owners and Management
and Related Shareholder Matters

The following table sets forth information ~~concerning~~with respect to the beneficial ownership of ~~Company Common Stock~~the Company's common stock as of ~~March 31, 1997, (i) by all persons~~the Record Date by:

The percentages of common stock beneficially owned ~~by two subsidiaries~~are reported on the basis of FMR Corp. which provide investment advisory services to investment companies and certain other funds. FMR Corp., through wholly owned subsidiaries, has sole investment power over these shares and sole power to vote 42,600 shares. Membersregulations of the ~~Edward C. Johnson III family may be deemed, under~~SEC governing the ~~Investment Company Act~~determination of ~~1940, to form a controlling group with respect to FMR Corp. (2) According to information provided to~~beneficial ownership of securities. Under the Company by T. Rowe Price Associates, Inc. ("Price Associates"), these shares are owned by various individual and institutional investors for which Price Associates serves as investment advisor. Price Associates has sole investment power over these shares and sole power to vote 573,400 shares. For purposesrules of the ~~reporting requirements of the Securities Exchange Act of 1934, Price Associates~~SEC, a person is deemed to be a beneficial owner of ~~such shares; however, it disclaims~~a security if that ~~it is,~~person has or shares, (i) voting power, which includes the power to vote or to direct the voting of the security, (ii) investment power, which includes the power to dispose of or to direct the disposition of the security, or (iii) rights to acquire voting stock that are currently exercisable or will become exercisable within 60 days of the Record Date. Except as indicated in ~~fact,~~ the footnotes to this table, each beneficial owner ~~of such shares. 3~~ 6 (3) Includes shares which may be acquired on or before May 30, 1997 upon exercise of stock options (220,000 shares for Mr. Campbell, 15,189 shares for Mr. Meyers, 24,000 shares for Mr. DeChants, and 259,189 shares for all Directors and executive officers ofnamed in the Company as a group) as well as unvested restricted stock award shares issued under the Company's stock incentive plans described under "Compensation of Executive Officers" (99,133 shares for Mr. Campbell, 27,061 shares for Mr. Meyers, 23,892 shares for Mr. DeChants, 6,320 shares for Mr. Roosa, and 156,406 for all Directors and executive officers as a group). Holders exercise neither voting nor investment power over unexercised option shares, and have voting but no investment power over unvested restricted stock award shares. (4) Includes 7,000 shares held by a trust for which Mr. Campbell serves as the trustee. As trustee, Mr. Campbell exercisestable below has sole voting and sole investment power with respect to all shares beneficially owned. As of the

Record Date, the Company ~~Common Stock,~~had 33,924,015 shares outstanding and 1,062,060 shares that are deemed "beneficially owned" under the SEC rules described above.

Section 16(a) of the Exchange Act requires our directors, officers and 10% shareholders (if any) to file reports of ownership and changes in ownership with respect to our securities with the SEC and to furnish copies of these reports to us. We reviewed the filed reports and written representations from our directors, executive officers and greater than 10% shareholders regarding the necessity of filing reports. Based on our review, the Company ~~Common Stock owned by the foundations, but Messrs. Manoogian~~believes that all of its officers, directors and ~~Gargaro disclaim beneficial ownership of such shares. (6) Includes 7,184 shares owned by a charitable foundation~~greater than 10% shareholders complied with all Section 16(a) applicable filing requirements for which Mr. Gargaro serves as a director and 11,684 shares held by trusts for which Mr. Gargaro serves as a trustee. The directors of the foundation and the trustees share voting and investment power2009 with respect to ~~Company Common Stock owned by~~ the ~~foundation and trusts, but Mr. Gargaro disclaims beneficial ownership of such shares. Mr. Manoogian, Mr. Campbell, MascoTech, Inc. and Masco Corporation may each be deemed a controlling person~~Company.

David M Wathen. Business experience provided under "Director and Director Nominees."

A. Mark Zeffiro. Mr. Zeffiro was appointed Chief Financial Officer of the Company in June 2008. Prior to joining the Company, Mr. Zeffiro held various financial management and business positions with General Electric Company ("GE") and Black and Decker Corporation ("Black & Decker"). From 2004, during Mr. Zeffiro's four-year tenure with Black & Decker, he was Vice President of Finance for the Global Consumer Product Group and Latin America. In addition, Mr. Zeffiro was directly responsible for and functioned as general manager of the factory store business unit, a $50 million business comprising 38 factory stores and 500 personnel. From 2003 to 2004 Mr. Zeffiro was Chief Financial Officer of First Quality Enterprises, a private company producing consumer products for the health care market globally, where he led all financial activities, including funding, banking and audit. From 1988 through 2002 he held a series of operational and financial leadership positions with GE, the most recent of which was Chief Financial Officer of their ~~respective ownership~~medical imaging manufacturing division.

Lynn A. Brooks. Mr. Brooks has been President of the Packaging Systems business since July 1996. He joined Rieke, today part of the Packaging Systems business in May 1978. Prior to his current position, his responsibilities at Rieke included Assistant Controller, Corporate Controller, and Vice President-General Manager. Before joining Rieke, he served with Ernst & Young in the Toledo, Ohio and Fort Wayne, Indiana offices.

Joshua A. Sherbin. Mr. Sherbin was appointed the Company's General Counsel and Corporate Secretary in March 2005, and Vice President in May 2008, prior to which he was employed as the North American Corporate Counsel and Corporate Secretary for Valeo, a diversified Tier 1 international automotive supplier headquartered in Europe. Prior to joining Valeo in 1997, Mr. Sherbin was Senior Counsel, Assistant Corporate Secretary for Kelly Services, Inc., an employment staffing company, from 1995 to 1997. From 1988 until 1995, he was an associate with Butzel Long's general business practice.

Robert J. Zalupski. Mr. Zalupski was appointed the Company's Vice President, Finance and Treasurer in January 2003. He joined the Company as Director of Finance and Treasury in July 2002, prior to which he worked in the Detroit office of Arthur Andersen. From August 1996 through November 2001, Mr. Zalupski was a partner in the audit and business advisory services practice of Arthur Andersen providing audit, business consulting, and risk management services to both public and privately held companies in the manufacturing, defense and automotive industries. Prior to August 1996, Mr. Zalupski held various positions of increasing responsibility within the audit practice of Arthur Andersen serving public and privately held clients in a variety of industries.

Policy for Review, Approval or Ratification of Transactions with Related Parties

Pursuant to its written charter, the Audit Committee is responsible for reviewing reports and disclosures of insider and affiliated party transactions and monitoring compliance with the Company's written Code of Ethics and Business Conduct, which requires employees to disclose in writing any outside activities, financial interests, relationships or other situations that do or may involve a conflict of interest or that present the appearance of impropriety.

Pursuant to the written charter of the Corporate Governance and Nominating Committee and the written Corporate Governance Guidelines, members of the Board of Directors must properly notify the President and Chief Executive Officer and the Chairman of the Corporate Governance and Nominating Committee if any actual or potential conflict or interest arises between the Company and such member. After notification, the Board of Directors will evaluate and resolve the matter in the best interest of the Company upon recommendation of the Corporate Governance and Nominating Committee.

It is also the Company's unwritten policy, which policy is not otherwise evidenced, that the Audit Committee review and approve all transactions (other than those that are de minimis in nature) in which the Company participates and in which any related person has or will have a direct or indirect material interest. In reviewing and approving such transactions, the Audit Committee obtains all information it believes to be relevant to a review and approval of the transaction. After consideration of the relevant information, the Audit Committee approves only those related person transactions that are determined not to be inconsistent with the best interests of the Company.

In addition, the Company's credit facility and the indenture governing the Company's senior subordinated notes contain covenants that restrict the Company's ability to engage in transactions that are at prices and on terms and conditions not less favorable to the Company than could be obtained at an arm's-length basis from unrelated parties. Such covenants influence the Company's policy for review, approval and ratification of transactions with related parties.

In connection with the Company's reorganization in June 2002, the Company assumed approximately $37.0 million of liabilities and obligations of Metaldyne Corporation ("Metaldyne"), mainly comprised of contractual obligations to former Company employees, tax related matters, benefit plan liabilities and reimbursements to Metaldyne for normal course payments made on the Company's

behalf. The remaining contractual obligations to Metaldyne of approximately $6.0 million and $5.8 million at December 31, 2009 and 2008, respectively, are classified as accrued liabilities in the Company's consolidated balance sheet.

On January 11, 2007, Metaldyne merged into a subsidiary of Asahi Tec Corporation ("Asahi") whereby Metaldyne became a wholly-owned subsidiary of Asahi. In connection with the consummation of the merger, Metaldyne distributed the 4,825,587 shares of the Company's common stock that it owned on a pro rata basis to the holders of Metaldyne's common stock at the time of such distribution. As a result of the merger, Metaldyne and the Company ~~Common Stock, Mr. Manoogian's~~are no longer related parties. In addition, as a result of the merger, it has been asserted that Metaldyne may be obligated to accelerate funding and ~~Mr. Campbell's positions~~payment of actuarially determined amounts owing to seven former Metaldyne executives under a supplemental executive retirement plan ("SERP"). Under the stock purchase agreement between Metaldyne and Heartland, the Company is required to reimburse Metaldyne, when billed, for its allocated portion of the amounts due to certain Metaldyne SERP participants, as ~~Directors~~defined. At December 31, 2009, TriMas has accrued an estimated liability to Metaldyne on its reported balance sheet of approximately $4.9 million (included in the remaining $6.0 million of contractual obligations above). However, if Metaldyne is required to accelerate funding of the SERP liability, the Company may be obligated to reimburse Metaldyne up to approximately $7.3 million, which could result in future charges to the Company's statement of operations of up to $2.4 million. The Company continues to review the validity of these assertions.

Additionally, on May 28, 2009, Metaldyne and ~~executive officers~~its U.S. subsidiaries filed voluntary petitions in the United States Bankruptcy Court under Chapter 11 of the U.S. Bankruptcy Code. On February 23, 2010, the U.S. Bankruptcy Court confirmed the reorganization plan of Metaldyne and its U.S. subsidiaries. The Company is evaluating the impact of Metaldyne's reorganization plans on its estimated SERP obligations to Metaldyne.

Subject to certain limited exceptions, Metaldyne and the Company retained separate liabilities associated with the respective businesses following the reorganization in June 2002. Accordingly, the Company will indemnify and hold Metaldyne harmless from all liabilities associated with the Company and its subsidiaries and the respective operations and assets, whenever conducted, and Metaldyne will indemnify and hold harmless Heartland and the Company harmless from all liabilities associated with Metaldyne and its subsidiaries (excluding the Company and its subsidiaries) and their respective operations and assets, whenever conducted. In addition, the Company agreed with Metaldyne to indemnify one another for its allocated share (42.01% in the case of the Company and 57.99% in the case of Metaldyne) of liabilities not readily associated with either business, or otherwise addressed including certain costs related to other matters ~~described under "Certain Relationships~~intended to effectuate other provisions of the agreement. These indemnification provisions survive indefinitely and ~~Related Transactions." COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION Compensation Philosophy. The overall focus of TriMas Corporation's compensation program is~~are subject to ~~enhance shareholder value through attainment~~a $50,000 deductible.

On May 17, 2007, the Company completed an initial public offering which benefited all of the Company's ~~strategic goals.~~pre-offering shareholders, and its officers and directors due principally to the creation of a public market for the Company's common stock. Upon the consummation of the offering, Heartland retained control of approximately 45.2% of the Company's voting stock and in accordance with the Shareholders Agreement discussed below, it continues to be able to elect a majority of the Company's Board of Directors and to effectively control the Company. Disclosure of Heartland's ownership is described under "Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters."

Heartland, Masco Capital Corporation, and other investors are parties to a shareholders agreement regarding their ownership of the Company's common stock (the "Shareholders Agreement"). The Shareholders Agreement provides that the parties will vote their shares of common stock in order to cause the election to the Board of Directors of such number of Directors as shall constitute a majority of the Board of Directors as designated by Heartland. There are no arrangements or understandings between any of the Company's directors on the one hand and Heartland on the other hand pursuant to which a director was selected. The Shareholders Agreement also provides that when Heartland and its affiliates enter into a transaction resulting in a substantial change of control of the Company, Heartland has the right to require the other shareholders to sell a proportionate percentage of shares of common stock in such transaction as Heartland is selling and to otherwise vote in favor of the transactions effecting such substantial change of control.

The Company and Heartland are party to an advisory services agreement, pursuant to which Heartland is reimbursed for certain of its expenses and may continue to earn a fee not to exceed 1.0% of the transaction value for services provided in connection with certain future financings, acquisitions and divestitures by the Company, in each case subject to the approval by the disinterested members of the Company's Board of Directors. During 2009, Heartland charged the Company approximately $2.9 million for services rendered in connection with the Company's debt refinancing activities and $0.1 million for reimbursement of normal-course operating expenses. Pursuant to the advisory services agreement, the Company reimbursed Heartland $773,000 in 2009 for expenses, $591,500 of which was a pass through of third party recruiting fees and expenses recorded in 2008 in connection with the hiring of Mr. Wathen in 2009.

The Company has entered into an agreement with Heartland granting certain rights to consult with management and receive information about the Company and to consult with the Company on significant matters so long as Heartland continues to own any of the Company's securities. Heartland has the right to attend Board meetings as an observer if they no longer have the right to designate one or more members of the Board. Heartland must maintain the confidentiality of any material non-public information it receives in connection with the foregoing rights. Heartland will not be paid any fees or receive any compensation or expense reimbursement pursuant to this agreement.

The managing general partner of Heartland is Heartland Industrial Associates, L.L.C. One of the Company's directors, Mr. Tredwell, is the managing member of Heartland Industrial Partners, L.L.C. Mr. Valenti, the Company's Chairman, is a former advisor to Heartland and is affiliated with entities that are members of a limited liability company that owns a limited partnership interest in Heartland. Heartland has informed the Company that its limited partners include many financial institutions, private and government employee pension funds and corporations. The Company may, in the ordinary course of business, have on a normal, customary and arm's length basis, relationships with certain of Heartland's limited partners, including banking, insurance and other relations.

The Compensation Committee and management evaluated and set 2009 executive compensation in the context of the Company's performance, the current global economic recession and the widespread concern over executive pay. Realizing there were many market-related forces beyond the Company's control, the Company focused on matters which it could control—Company cost structure, working capital management, cycle times and prudent deployment of capital. As a result of these actions, the Company exited 2009 as a leaner and stronger company. In 2009, despite a 20.7% decline in sales as compared to 2008, and decline in income from continuing operations, the Company reduced costs, working capital, capital expenditures and interest expense and generated free cash flow of $115.5 million.

During 2009, the Compensation Committee and management did not raise base pay for its executive officers, deferred Company matching on retirement programs, revised the incentive system to more closely align bonus pay with shareholder value and utilized stock options for long term equity compensation, the value of which would be driven solely by long-term performance of the Company's common shares.

Your understanding of our executive compensation program is ~~intended~~important to ~~motivate~~the Company. The goal of this Compensation Discussion and Analysis is to explain:

Throughout this Proxy Statement, the term "Named Executive Officers" ("NEOs") means: (1) the President and CEO, David M. Wathen; (2) the Chief Financial Officer, A. Mark Zeffiro; (3) the President of our Packaging Systems business, Lynn A. Brooks; (4) the President of our Cequent Performance Products business, Thomas M. Benson; and (5) the Vice President, General Counsel and Corporate Secretary, Joshua A. Sherbin. This Proxy Statement also includes compensation information for two executives who separated from the Company in 2009, Mr. Grant H. Beard, the Company's former President and CEO, and Mr. Edward L. Schwartz, the Company's former Executive Vice President, and received certain separation payments during 2009.

Our executive compensation philosophy is to motivate and reward executives who achieve short-term and long-term corporate and financial objectives leading to the success of the Company. Our Compensation Committee worked closely with the Company's leadership team and particularly Mr. Wathen, who joined the Company as President and CEO in January 2009, to refine the short-term incentive structure and more clearly articulate the objectives of the equity-based compensation provided to executives. We will continue to emphasize performance-based compensation for results that are consistent with shareholder interests. The main objectives underlying this philosophy are:

Our compensation decisions with respect to 2009 reflected the above philosophy and objectives and the Company's 2009 economic performance.

The Board-designed governance process expressly delegates to the Compensation Committee the responsibility to determine and approve the President and CEO's compensation, as well as to make all decisions regarding compensation for the NEOs.

The Compensation Committee is composed ~~entirely~~ of ~~outside~~independent directors, none of whom derives a personal benefit from the compensation decisions the Compensation Committee makes. The role of the Committee is to oversee compensation and benefit plans and policies, review and approve equity grants and administer share-based plans, and review and approve annually all compensation decisions relating to the Company's directors and executive officers, including the President and Chief Executive Officer and the Chief Financial Officer and the NEOs. The Committee's charter reflects such responsibilities and is ~~responsible for establishing and monitoring executive compensation.~~available on the Company's website, www.trimascorp.com, in the Corporate Governance section of the Investors page. The Committee ~~has a subjective approach~~last reviewed and updated its charter on October 29, 2009.

The Compensation Committee employs an outside consulting firm, Hewitt Associates LLC ("Hewitt") to advise the Compensation Committee on various executive compensation matters, including current compensation trends. Hewitt also provides objective recommendations as to the design of our executive compensation program. Hewitt reports directly to the Compensation Committee. Use of this outside consultant is an important component of the compensation setting process, as it enables the Compensation Committee to make informed decisions based on market data and practices. The representative from Hewitt telephonically attends Compensation Committee meetings, meets with Compensation Committee members in executive session and consults with the members as required and provides input with regard to the CEO's compensation and ~~consequently uses~~performance.

Hewitt has served as the Compensation Committee's outside consultant since 2007 and is considered to be an independent consultant. Hewitt has no affiliations with any of the Named Executive Officers or members of the Board other than in its ~~discretion~~role as an outside consultant. Hewitt does not provide any other services to ~~set~~the Company. All work performed by Hewitt requires pre-approval by the Chair of the Compensation Committee.

During 2009, Hewitt's consulting related primarily to the Company's revision of the incentive compensation structure, evaluation and modification of the Company's strategic compensation peer group, compensation structure for the President and CEO, strategy regarding long term equity compensation, and design of certain compensation related policies, including the implementation of share ownership guidelines and a recoupment policy. During 2009, we paid Hewitt approximately $90,620 for advising the Compensation Committee on executive compensation ~~at levels warranted~~matters.

Each component of executive compensation (see "Compensation Components" below) is compared, measured and evaluated against a peer group of companies. The Compensation Committee approves the peer group and periodically reviews and updates the companies included in that group. In 2009, the Compensation Committee, together with Hewitt and management, reviewed the composition of the strategic peer group.

With respect to the Company's previous strategic peer group,⁽¹⁾ the review concluded that the group lacked sufficient representation of key segment peer companies and did not adequately reflect the market that the Company looked to for competitive talent. In revising the strategic peer group, Hewitt, the Compensation Committee and management considered companies in the same or similar Global Industry Classification Standard categories as the Company and that were roughly comparable in size to the Company. The Company also identified companies within this indentified grouping with which it competes for customers, market share or talent. The Compensation Committee approved revised strategic peer group is made up of the following 25 companies:

Fiscal year 2008 revenues for these peer companies ranged from $511 million to $3.7 billion, with a median of approximately $1.5 billion. Based on the Company's 2008 revenue of approximately $1.0 billion, regression analysis (based on revenues) was used to determine size-adjusted market median pay levels. All data relied upon with respect to the strategic peer group was based upon SEC filings for fiscal year 2008.

Twelve of the 25 companies in the revised strategic peer group were part of the Company's prior strategic peer group. Two companies from the prior strategic peer group (Harsco Corporation and SPX Corporation) were excluded due to disparity in size as compared to the Company and one (Sequa Corporation) is no longer a separate reporting company. As noted above, the companies added to the strategic peer group are engaged in industries similar to the Company, are comparable in size to the Company and more accurately reflect the market the Company assesses for its ~~judgment by both external~~managerial and ~~internal circumstances. Although~~executive employees. With the realignment and expansion of the strategic peer group, the Compensation Committee ~~considers~~determined as unnecessary further consideration of a ~~variety~~secondary peer group comprised of ~~factors when~~entities in Hewitt's compensation reporting database. The Compensation Committee is committed to reviewing the current peer group periodically to ensure it ~~establishes compensation, it does not weigh them or utilize them in formulas.~~remains suitable for benchmarking purposes, and anticipates that changes will occur from time to time based on the evolution of its own business strategy, the business mix of the peer companies, and the availability of comparative data.

In general, the ~~relevant factors considered by~~Compensation Committee's objective is to set target compensation levels at market median with an opportunity to earn above market awards when shareholders have received above market returns. However, the Compensation Committee ~~are~~recognizes that it may occasionally need to set and pay target compensation above this range depending on the ~~Company's operating and financial performance (both relative~~circumstances (for example, to ~~internal criteria and to the performance of comparable companies); the performance, responsibilities and tenure of~~address specific individual ~~executives; the competitive environment for skilled executive talent; and general economic conditions and outlook.~~hiring or retention issues).

The ~~objectives~~material elements of the Company's executive compensation ~~program~~package in 2009 were as follows:

Base Salary. Base salaries for the Company's named executive officers are ~~to: - Support~~established based on the scope of their responsibilities and their prior relevant background, training, and experience, and taking into account competitive market pay levels. The Committee believes that executive base salaries should generally be competitive with the salaries for executives in similar positions and with similar responsibilities in the companies of similar size represented in the compensation data reviewed. Consistent with the Company's policy of setting compensation levels that reflect, among other things, an executive's level of responsibility, the President and Chief Executive Officer's salary and total compensation reflect the scope of his responsibilities and the benchmark compensation data evaluated. The Company believes that providing competitive salaries allows the Company to attract and retain talented executives. An executive's base salary is also evaluated together with other components of the executive's other compensation to ensure that the executive's total compensation is in line with the Company's overall compensation philosophy.

Base salaries are reviewed annually and adjusted from time to time to realign with market levels after taking into consideration individual responsibilities, performance and experience.

Coincident with Mr. Beard's resignation from the Company on January 13, 2009, the Company hired Mr. David Wathen as his successor. The Committee established Mr. Wathen's annual salary at $675,000. The Committee evaluated market data and sought Hewitt's input in establishing Mr. Wathen's base pay.

Based on the economic uncertainty in the economy and at the Company in 2009, the Company implemented various tactics to improve profit and productivity such as headcount reductions, a salaried hiring freeze, deferral of merit increases and 401(k) matching contributions, and staffing furloughs. Further to these actions, the NEOs did not receive merit base pay increases in 2009.

Based on continued operational improvement and individual performance, the Compensation Committee approved on February 26, 2010, 2010 annual base salaries for the following named executive officers, with effect from July 1, 2010: President, Chief Executive Officer—$691,875; Chief Financial Officer $400,000; President, Packaging Systems—$430,500; and Vice President, General Counsel and Corporate Secretary—$370,000. Management will review the 2010 base salary for Mr. Benson, the President, Cequent Performance Products, prior to July 1, 2010.

In 2009, the Company employed a redesigned annual incentive plan, known as the TriMas Incentive Compensation Plan to focus on a broader array of key business metrics tied to the critical objectives of the Company. The Incentive Compensation Plan applies Company-wide indicators to Company employees with corporate-wide responsibility, including the President and Chief Executive Officer, Chief Financial Officer and Vice President, General Counsel and Corporate Secretary. Incentive Compensation Plan participants with business unit level responsibility are assessed on metrics that evaluate solely the performance of the participant's business unit.

The following key metrics on a Company-wide basis and their relative weighted payment under the 2009 TriMas Incentive Compensation Plan applied to employees with Company-wide responsibility:

At the business unit level, including with respect to the President, Packaging Systems and President, Cequent Performance Products, the key metrics assessed under the 2009 TriMas Incentive Compensation Plan, and their relative weights, are based on the following indicators at the business unit level:

At the business unit level, each of these metrics was assessed with regard to the business unit leader's own business unit. Measuring business unit leadership solely on the performance of the business unit relevant to that leadership group—rather than on the basis of overall Company

performance—focuses business unit leadership on optimizing their own performance. The 2009 business unit level metrics emphasize criteria relevant to business unit performance instead of overall Company performance. Accordingly, the business unit indicators include cash flow from operations, inventory turns and new markets/products/fixed cost reductions instead of the Company-wide criteria of liquidity/leverage margins, earnings per share and return on net tangible assets.

Each participant in the TriMas Incentive Compensation Plan is assigned a target award that can be expressed as a specified dollar figure. With respect to the NEOs, the assigned target awards for 2009 are as follows:

The dollar value for the weight for each metric is equivalent to the weight expressed as a percent times multiplied by the target dollar value of the participant's Incentive Compensation Plan target award. To the extent performance against a metric exceeds the stated target, the Incentive Compensation Plan provides for payment in excess of the allocated weight up to 2.0 times the target weighting, except with respect to credit for achievement of personal objectives which cannot receive more than 1.25 times the target weight. Any variance from the target or target weight is in accordance with a matrix approved by the Compensation Committee that specifies the discount or multiplier to be applied consistent with actual 2009 results.

Based on the degree to which actual performance results exceed the target goals, the 2009 Incentive Compensation Plan payouts can increase above target levels to an aggregate maximum of 185% of the target award for Company-wide plan participants and 189% of the target award for strategic business unit participants. However, no payment is made for any award component when actual performance for that component falls below an identified percentage for the relevant objective (50% or 60% of the target award, depending on the metric). This performance leverage further supports the Compensation Committee's belief that a significant percentage of executive compensation should vary commensurate with the performance results achieved.

The 2009 Incentive Compensation Plan targets and relative performance at the Company-wide level are as follows:

With respect to the 2009 Incentive Compensation Plan Company-wide results detailed above:

Based on the 2009 Company-wide results and the 2009 Incentive Compensation Plan metrics, Mr. Wathen's bonus was $675,000, Mr. Zeffiro earned $252,000 and Mr. Sherbin received $175,000, equivalent in each instance to 100% of the participant's bonus target.

With respect to the Packaging Systems business and Cequent Performance Products business for purposes of 2009 Incentive Compensation Plan payouts for Messrs. Brooks and Benson, respectively, the Company looked to the 2009 performance of each business against the metrics stated in the business unit 2009 Incentive Compensation Plan.

For the Packaging Systems business, the 2009 results and related payouts by metric are as follows:

Based on the roll-up of the payout on each of the metrics for the Packaging Systems business, Mr. Brooks earned a 2009 bonus in the amount of $420,294 which is equal to 155% of his bonus target.

For Cequent Performance Products, the 2009 results and related payouts under the Incentive Compensation Plan by metric are as follows:

Based on the roll-up of the payout on each of the metrics for Cequent Performance Products, Mr. Benson received a 2009 bonus in the amount of $260,685 which is equal to 174% of his stated bonus target.

In November 2009, the Compensation Committee provided certain Incentive Compensation Plan participants (those who also participate in the Long Term Equity Incentive Plan) the opportunity to convert a portion of the cash award under the 2009 Incentive Compensation Plan to equity. The objective of the cash to equity conversion was to increase senior management stock ownership. Specifically, participants included in the opportunity could opt to convert 25%, 50% or 75% of the participant's 2009 cash bonus into restricted stock that would vest upon payment of the cash portion of the Incentive Compensation Plan bonus. Together with the converted restricted stock, the participant would receive additional restricted shares equal to 15%, 20% or 25%, respectively, of the participant's total cash bonus depending on the percentage of cash bonus converted to restricted stock. The additional shares were intended to incent participation in the conversion plan. The additional shares vest one year from the bonus payout, March 2011, as long as the participant is employed by the Company at the time of vest.

Each of the NEO's elected to participate and exchange a portion of their 2009 Incentive Compensation Plan payout for restricted stock. Accordingly each of the NEO 2009 bonus payouts referenced above was paid in cash and equity based on the conversion option selected by the NEO. The NEO equity conversion percentages for the 2009 Incentive Compensation Plan are as follows: Mr. Wathen—75%; Mr. Zeffiro—25%; Mr. Sherbin—25%; Mr. Brooks—25%; and Mr. Benson—25%.

For fiscal year 2010, the Company modified the key metrics assessed and their relative weighted payment under the TriMas Incentive Compensation Plan both Company-wide and at the business level.

At the Corporate-wide level, the metrics for liquidity/leverage margin and return on net tangible assets have been replaced with the key 2010 metrics of cash flow and return on invested capital, each of which is defined below. In comparison to 2009, the 2010 Company-wide plan also places greater weight on earning per share (an increase from 15% to 25%), reduces the weighting for sales/profitability from 40% to 35% and reduces the weighting for Non-Financial Objectives (previously titled Personal Objectives) from 20% to 10%. These changes reflect the Compensation Committee's view of earnings per share as an increasingly important indicator of Company performance, enhanced focus on return on invested capital as the Company pursues growth and attention to financial objectives as compared to non-financial or personal objectives. The metric previously titled Personal Objectives

now is referenced as Non-Financial Objectives and addresses a broader array of non-financial operational activities that individual employees can impact.

At the corporate level, including with respect to the President and Chief Executive Officer, Chief Financial Officer and Vice President, General Counsel and Corporate Secretary, the key metrics assessed and their relative weighted payment under the 2010 TriMas Incentive Compensation Plan are based on the following Company-wide indicators:

Sales / Profitability—35%. This measure is based on the Company's consolidated recurring operating profit margin as a percent of net sales. Recurring Operating Profit is defined as earnings before interest, taxes and other income / expense, and also excludes certain non-recurring charges (cash and non-cash) associated with business restructuring, cost savings projects and asset impairments. For purposes of this computation, Net Sales is defined as net trade sales excluding all intercompany activity.

Return on Average Invested Capital—15%. This is a measure of how effectively the Company, on a consolidated basis, utilizes the money (borrowed or owned) invested in its operations. Return on Average Invested Capital is calculated by ~~ensuring that an appropriate relationship exists between executive compensation~~dividing the after-tax sum of Recurring Operating Profit (defined above) and other income / expense by the most recent five quarter average Net Assets (total assets less cash minus current liabilities).

Earnings Per Share—25%. Earnings Per Share is the diluted earnings per share, from continuing operations, as reported in the Companys' reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission, adjusted to exclude the after-tax impact of non-recurring charges (cash and non-cash) associated with items such as business restructuring, cost savings projects and asset impairments.

Cash Flow—15%. Cash Flow is the sum of Recurring Operating Profit (as defined in the sales / profitability discussion above), plus / minus other income / expense, plus depreciation and amortization, plus / minus the change in working capital and minus capital expenditures, cash interest and cash taxes.

At the business unit level, including with respect to the President, Packaging Systems and President, Cequent Performance Products, the key metrics to be assessed under the 2010 Incentive Compensation Plan, and their relative weights, are based on the business unit indicators listed below. As with the Company-wide shift in focus as compared to 2009, the 2010 business unit Incentive Compensation Plan indicators reduce from 15% to 10% emphasis on Non-Financial Objectives (previously termed Personal Objectives) and include a new metric assessing business unit savings or productivity.

Sales / Profitability—40%. This measure is based on the business unit's recurring operating profit margin as a percent of net sales. Recurring Operating Profit is defined as earnings before interest, taxes, bonus expense and other income / expense, and also excludes certain non-recurring charges (cash and non-cash) associated with business restructuring, cost savings projects and asset impairments. For purposes of this computation, Net Sales is defined as net trade sales excluding all intercompany activity.

Cash Flow—15%. Cash Flow is the sum of Recurring Operating Profit (defined above), plus / minus other income / expense, plus depreciation and amortization, plus / minus the change in working capital and minus capital expenditures.

Productivity—15%. This measure is based on the achieved gross total cost savings realized from approved business unit initiatives. Types of productivity projects include value added / value engineered, facility rationalization, vendor cost downs, outsourcing / insourcing and moves to low cost countries. Productivity does not include volume-related improvements (e.g. the natural leverage of fixed costs attributable to higher levels of production).

Inventory Turnover—10%. Inventory Turnover is calculated by dividing the business unit's annual cost of sales by the arithmetic average of its month-end net inventory (e.g., the sum of month-end inventory balances during the Plan year divided by 12).

% New Products / Markets Sales—10%. The % New Products / Markets Sales is calculated by dividing the Net Sales amount for specifically identified new products or new markets by total Net Sales for the business unit. Each of the new products or new market projects shall be agreed upon as part of the annual business planning process.

The assigned target awards for the 2010 Incentive Compensation Plan are as follows:

In addition to the modifications to the key metrics and relative weight allocated to each metric, all 2010 Incentive Compensation Plan participants with a target award greater than $20,000 will receive 20% of their actual award payment in the form of restricted stock subject to a one-year vesting period. This furthers the Company's objective of providing key Company employees a greater equity position and more directly aligning their potential financial reward with the creation of ~~long-term~~overall shareholder value. ~~- Provide~~

2009 Equity Grants under the 2002 Long Term Equity Incentive Plan and the 2006 Long Term Equity Incentive Plan

The Company has two equity incentive plans, referred to as the 2002 Long Term Equity Incentive Plan and the 2006 Long Term Equity Incentive Plan (together, the "Equity Plans"). Each provides for employees, directors and consultants incentive and nonqualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units or performance-based awards. The Company issues equity compensation ~~that will motivate, attract and retain superior management talent and reward performance. - Align the executive officers' interests with the success~~under each of the ~~Company by placing a significant portion of their compensation "at risk." 4~~ ~~7 Executive Officer~~Equity Plans.

On March 6, 2009, the Compensation ~~Program. The Company's executive officer compensation program is comprised of base salary, annual cash~~Committee approved 2009 equity incentive ~~compensation, and long-term incentive compensation~~grants in the form of stock options for Company leadership, including the NEOs, pursuant to the Equity Plans, effective March 9, 2009. With the objective of placing greater emphasis on equity compensation tied solely to achievement of shareholder value, encouraging stock ownership, and ~~restricted~~offering a long term performance incentive geared towards retaining key employees, the Compensation Committee issued stock ~~awards.~~option grants. The Compensation Committee ~~reviews~~also issued options instead of restricted stock due to plan design constraints under the ~~Company's annual~~2006 Long Term Equity Incentive Plan pursuant to which each share of restricted stock counts as two shares and ~~long-term goals when considering compensation~~each stock option counts as one share for purposes of ~~executive officers, but compensation decisions~~share allocation. The options were granted on the basis that the participant has the opportunity to receive an equity award every three years, the amount of which grant the Compensation Committee determines based on the individual's level of responsibility and role with the Company. In the intervening years between the once every three year primary grant, a participant, including a NEO,

would be eligible for equity awards in the case of extraordinary performance as determined by the Compensation Committee or, otherwise subject to the Committee's discretion. In years off cycle to the primary grants, the Compensation Committee also intends to consider equity grants to high performing employees who do not participate in the primary grants and to employees who by reason of hire date or promotion are eligible to receive a ~~function~~pro-rata allocation of the most recent pricing grant.

The 2009 stock options awarded vest as to one-third of the number of options on each of the first of three anniversaries of the grant date (March 9, 2009). The options were awarded with an exercise price per share equal to the fair market value of the shares as of the close price on the grant date ($1.01). The options have a 10-year term, subject to earlier termination if the participant dies, becomes disabled or terminates employment.

On December 4, 2009, the Compensation ~~Committee's discretionary judgment rather than~~Committee approved the ~~application~~grant of ~~plan formulas.~~performance units pursuant to the Equity Plans in connection with the conversion by certain participants in the 2009 Incentive Compensation Plan of a portion of the potential 2009 cash bonus to equity. As noted in the above discussion of the 2009 Incentive Compensation Plan, the Compensation Committee offered the cash to equity conversion opportunity to increase senior management stock ownership. Participants included in the conversion opportunity could choose to convert 25%, 50% or 75% of their yet to be determined 2009 cash bonus into restricted stock that would vest upon payment of the cash portion of the 2009 cash bonus. To incent participation, the Compensation Committee provided additional performance units based on the percentage of the cash bonus converted to restricted stock. At the 25% level, a participant received a grant of restricted stock equal to 15% of the participant's total cash bonus. If a participant converted 50% or 75% of his or her cash bonus to equity, the participant received a grant of restricted stock equal to 20% or 25%, respectively, of the participant's 2009 cash bonus. The additional performance units vest one year following the 2009 bonus payout (March 2011), provided the participant is employed by the Company at the time of vest. Each of the NEOs participated in the conversion option and received performance units under the 2006 Long Term Equity Incentive Plan.

2010 Grants of Restricted Stock Units under the 2006 Long Term Equity Incentive Plan

On February 26, 2010, the Compensation Committee ~~is familiar with Internal Revenue Code Section 162(m), which limits the deductibility of annual executive compensation in excess of $1,000,000~~approved 2010 restricted stock unit grants for the ~~highest paid executives. The Committee does not anticipate that compensation will exceed such amount for the foreseeable future~~Chief Financial Officer and ~~therefore has not taken specific action with respect to this issue. The Committee will continue to review the compensation of the Company's executives~~Vice President, General Counsel and to evaluate the impact of Section 162(m) and regulations issued thereunder. Base Salary. In determining base salaries, the Committee takes into account individual experience and contributions to the Company's performance, as well as specific issues particular to the Company. Annual Incentive Compensation.Corporate Secretary, effective February 26, 2010. The purpose of the ~~Company's annual incentive compensation program~~grant is to ~~provide~~better align with the market the recipients' long term incentive compensation. The 2010 restricted stock units awarded vest three years following the date of the grant (February 26, 2013) and will be settled in cash based on the closing price as of the vest date.

The 2010 restricted stock unit grants to Messrs. Sherbin and Zeffiro are as follows:

On February 26, 2010, the Compensation Committee granted a ~~direct financial incentive~~special one-time cash award to the President and Chief Executive Officer and Chief Financial Officer in recognition of their leadership and performance. The Committee awarded Mr. Wathen the amount of $150,000 and Mr. Zeffiro the amount of $50,000, less applicable employment taxes and withholdings. The terms of the cash awards require Messrs. Wathen and Zeffiro to purchase during the first open trading window a number of shares of the Company's common stock equivalent in value to the amount of their respective cash award on an after tax basis.

The named executive officers are eligible to participate in benefit plans that are available to substantially all the Company's employees, including participation in the ~~form~~Company's retirement program (comprised of ~~an annual cash bonus to~~a 401(k) savings component and a quarterly contribution component), medical, dental, vision, group life and accidental death and dismemberment insurance programs.

The Company makes matching contributions for active participants in the 401(k) savings component, in which each of the named executive officers participates, equal to ~~achieve~~25% of the participants permitted contributions, up to a maximum of 5% of the participant's eligible compensation. In addition, for most employees (including the named executive officers) the Company may contribute up to an additional 25% of matching contributions based on the Company's annual ~~goals and long-term growth and~~financial performance. ~~Long-Term Stock Incentive Program. The Company's 1995 Long Term Stock Incentive Plan provides for~~

Under the ~~grant of stock options, restricted stock awards and other types of awards in connection with the Company's long-term incentive program for executive officers and key managers. The objectives~~terms of the ~~program are~~quarterly contribution component, the Company contributes to ~~align executive and shareholder long-term interests by creating~~the employee's plan account an amount determined as a strong and direct relationship between executive compensation and shareholder returns. The Committee strongly believes that by providing those individuals who have substantial responsibility for the management and growthpercentage of the ~~Company,~~employee's pay upon an employee's eligibility following one year of employment. The percentage is based on the employee's age and for salaried employees, ranges from 1.0% for employees under the ~~maximizing~~age of ~~shareholder returns, with an opportunity~~30 to ~~increase their ownership of Company Common Stock, the best interests of shareholders~~4.5% for employees age 50 or over. For 2009, Messrs. Benson and ~~executives will be more closely aligned. The Company's stock options~~Sherbin received 4.0%, Mr. Zeffiro received 3.0% beginning July 2009, and ~~restricted stock awards generally vest over periods of eight~~Mr. Brooks received 7.0% due to a supplemental legacy benefit.

Due to economic conditions in 2008 and ten years which increases the long-term aspect of these awards. The Committee considers the history of awards previously granted in determining new grants. As a result of the Company's extended vesting schedule, the dollar value of these stock-based incentives can appreciate to substantial amounts since there is a longer time period for2009, the Company stock price to appreciate. Many other companies have a shorter vesting schedule which enables individuals to receive their incentives in a shorter time period. Discussion of 1996 Executive Officer Compensation. In considering changes in compensation of executive officers for 1996, the Committee has reviewed compensation levels and both Company and individual performance within the framework of the Company's compensation philosophy,deferred its 401(k) matching contributions as well as the ~~Company's financial performance during~~quarterly contributions for the year, as described above. At Mr. Campbell's request, his base salary has not been adjusted since mid-year 1995 and his annual cash incentive compensation has not been adjusted since 1994. Mr. Manoogian, who serves as2009 fiscal year. Effective January 1, 2010, the ~~Chairman of~~Company reinstated the ~~Board and is active in~~per pay period Company ~~affairs, is not a full-time employee of the Company. This is reflected in the level of Mr. Manoogian's cash compensation,~~401(k) matching contributions as well as the quarterly contributions for the 2010 fiscal year. The 2009 deferred 401(k) matching and quarterly contributions were funded and deposited into participant accounts in the responsibilities and compensation of Mr. Campbell. Mr. Manoogian has not participated in the stock option and restricted stock award program or the Company's retirement or other benefit programs. Eugene A. Gargaro, Jr., Chairman John A. Morgan Helmut F. Stern 5 ~~8 COMPENSATION OF EXECUTIVE OFFICERS SUMMARY COMPENSATION TABLE~~March 2010.

The ~~following table summarizes the annual and long-term compensation of the~~ Company's executive ~~officers for 1996, 1995 and 1994.~~

~~- ------------------------- (1) This column sets forth~~retirement program provides senior managers, including the dollar value, as of the date of grant, of awards of restricted stock made in 1996, 1995 and 1994 under the Company's 1995 Long Term Stock Incentive Plan and the Company's 1988 Restricted Stock Incentive Plan. Restricted stock awards granted to executive officers to date vest overNEOs, a period of ten years from the date of grant with ten percent of each award vesting annually. In general, vesting is contingent on a continuing employment or consulting relationship with the Company. The plans provide that all shares vest immediately upon death or permanent and total disability of a participant or the occurrence of certain events constituting a change in control of the Company. Mr. Manoogian has not participated in either of these plans. The following number of shares were awarded to the participating executive officers in 1996: Mr. Campbell -- 8,260 shares; Mr. Meyers -- 2,990 shares; Mr. DeChants -- 2,860 shares; and Mr. Roosa -- 5,000 shares. As of December 31, 1996, the aggregate number and market value of restricted shares of Company Common Stock held by the participating executive officers were: Mr. Campbell -- 105,934 shares valued at $2,529,000; Mr. Meyers -- 27,536 shares valued at $657,000; Mr. DeChants -- 23,575 shares valued at $563,000; and Mr. Roosa -- 5,000 shares valued at $119,000. Recipients of restricted stock awards receive dividends on unvested shares. (2) This column includes Company contributions and allocations under the Company's defined contribution retirement plans for each year for the accounts of each of the executive officers other than Mr. Manoogian, who does not participate in these plans. (3) No original option grants were made in 1996, 1995 or 1994. The sole option granted in those years is a restoration option granted on account of the surrender of previously owned shares as payment upon the exercise of a previously held stock option. The restoration option does not increase the number of shares covered by the original option or extend the term of the original option. (4) Mr. Roosa became an employee in March 1996. Consequently, the table does not set forth information for prior years, but information for 1996 includes all compensation paid to him since he joined the Company. 6 9 OPTION GRANT TABLE No original options were granted in 1996. A restoration option was granted to Mr. Meyers as a result of the exercise in 1996 of an option granted in a prior year. A restoration option is a feature associated with a previously granted option but does not constitute an increase in the aggregate number of shares covered by the original option, extend the term of the original option or increase the potential realizable value of the original option. An option holder may exercise an original option by delivering previously owned shares instead of cash. The option holder then receives a restoration option that gives the right to purchase shares equal in number to the shares delivered with an exercise price equal to the price of the shares at the time delivered, in order to continue the long-term incentive effect of the original option. Restoration options cannot be exercised until six months after their grant date. The following table sets forth information concerning the restoration option granted to Mr. Meyers during 1996.

- ------------------------- (1) These amounts are based on assumed rates of appreciation only. Actual gains, if any, on stock option exercises and Company Common Stock holdings will depend on overall market conditions and the future performance of the Company and its Common Stock. There can be no assurance that the amounts reflected in this table will be realized. OPTION EXERCISES AND YEAR-END VALUE TABLE The following table sets forth information concerning each exercise of stock options during 1996 by each of the executive officers and the value at December 31, 1996, of unexercised options held by such individuals. Options vest over a period of eight years from the date of grant and expire ten years from the date of grant. In general, vesting is contingent on a continuing employment or consulting relationship with the Company. Upon the occurrence of certain events constituting a change in control of the Company, all options previously granted immediately become fully exercisable. If a participant incurs an excise tax under Section 4999 of the Internal Revenue Code in connection with such vesting, the participant will receive an additional payment as reimbursement for such excise tax. The value of unexercised options reflects the increase in market value of Company Common Stock from the date of grant through December 31, 1996 (the closing price of Company Common Stock on December 31, 1996, was $23 7/8 per share). Value actually realized upon exercise by the executive officers will depend on the value of Company Common Stock at the time of exercise.

7 10 PENSION PLANS The executive officers other than Mr. Manoogian participate in pension plans maintained by the Company for certain of its salaried employees. The following table shows estimated annual retirement benefits payable for life at age 65 for various levels of compensation and service under these plans. PENSION PLAN TABLE

- ------------------------- (1) The plans provide for service credit for employment with any of the Company, Masco Corporation, MascoTech, Inc. and their subsidiaries. Vesting occurs after five full years of employment. The benefit amounts set forth in the table above have been converted from the plans' calculated five-year certain and life benefit and are not subject to reduction for social security benefits or for other offsets, except to the extent that pension or equivalent benefits are payable under a Masco Corporation or MascoTech, Inc. plan. The table does not depict Internal Revenue Code ("Code") limitations on tax qualified plans because one of the plans is a non-qualified plan established by the Company to restore for certain salaried employees (including the participating executive officers) benefits that are otherwise limited by the Code. Approximate years of credited service for each of the executive officers participating in the plans are: Mr. Campbell -- 23; Mr. Meyers -- 9; Mr. DeChants -- 7; and Mr. Roosa -- 1. (2) For purposes of determining benefits payable, remuneration is equal to the average of the highest five consecutive January 1 annual base salary rates paid by the Company prior to retirement. Under the Company's Supplemental Executive Retirement Plan and ~~Disability Plan, certain executive officers and other key executives of the Company, or any company in which the Company or~~ a ~~subsidiary owns at least 20 percent of the voting stock, may receive~~Compensation Limit Restoration Plan. These plans provide retirement benefits in addition to those provided under the Company's ~~other~~qualified retirement plans and are offered by the Company to enhance the competitiveness of total executive pay.

Under the Supplemental Executive Retirement Plan, the Company makes a contribution to each participant's account at the end of each quarter with the amount determined as a fixed percentage of the employee's eligible compensation. The percentage is based on the employee's age on the date of original participation in the plan (6.0% for Messrs. Brooks and Wathen, 4.0% for Messrs. Sherbin and Zeffiro, and Mr. Benson does not participate). Contributions vest 100% after five years of eligible employment. Immediate vesting in the Company's contributions occurs upon attainment of retirement age or death.

The Compensation Limit Restoration Plan provides benefits to senior managers in the form of Company contributions which would have been payable under the quarterly contribution component of the Company's tax-qualified retirement plan, but for the cap on recognizable compensation at $245,000 (as of December 31, 2009, as adjusted by the Internal Revenue Service from time to time). There are no employee contributions permitted under this plan. Company contributions under the Compensation Limit Restoration Plan are based on a percentage of an employee's eligible compensation as determined by the employee's age. Contributions vest 100% after five years of eligible employment. Immediate vesting in the Company's contributions occurs upon attainment of retirement age or death.

Mr. Beard and Mr. Brooks participate in the TriMas Corporation Benefit Restoration Plan ("Benefit Restoration Plan"), which is an unfunded non-qualified retirement plan. The Benefit Restoration Plan provides for benefits that were not able to be provided to certain executives in the Metaldyne Pension Plan (a plan adopted by the Company's predecessor) because of the Code limitations on compensation that may be considered in a qualified plan. The TriMas Corporation Benefit Restoration Plan was frozen as of December 31, 2002.

Under the frozen Benefit Restoration Plan, which consists of a pension and a profit sharing component, and each of Mr. Beard and Mr. Brooks is eligible to receive a retirement benefit in addition to those provided under the Company's other plans. In connection with Mr. Beard's separation on January 13, 2009, Mr. Beard received a benefit in the amount of $16,878 for the profit sharing component of the Benefit Restoration Plan (as reflected in the "Executive Retirement Program" table below) and is entitled to receive an annuity for the pension component on or after age 55, the age 65 present value of which is also reflected in the "Executive Retirement Program" table below. Upon termination on or after age 55, Mr. Brooks is entitled to receive a specified pension benefit annually, the age 65 present value of which is reflected in the "Executive Retirement Program" table.

For fiscal year 2009, the Company provided its executive officers and business unit leadership with certain of the following perquisites: supplemental ~~disability benefits. Each participant is designated~~universal life insurance; auto allowance; private club membership; executive health screening; and tax reimbursements.

On December 4, 2009, the Compensation Committee, effective January 1, 2010, eliminated the Company's payment for certain perquisites for its executive officers and business unit leadership and implemented a Flexible Cash Allowance Policy which provides a quarterly cash allowance in place of any other Company provided perquisites. The cash allowance does not include the executive health screening which the Company will continue to provide. Eligibility to receive and the amount of the cash

allowance will be reviewed and adjusted as necessary by the Compensation Committee on an annual basis.

The Compensation Committee's objectives in implementing the Flexible Cash Allowance Policy were to eliminate Company provided tax gross-ups and other Company administered perquisites and better align through standardized allowance levels perquisite related compensation.

Under the Flexible Cash Allowance Policy, the NEOs receive the following respective annual cash payments, paid in equal quarterly installments:

Certain of the Company's NEOs are covered by the Company's Executive Severance/Change in Control Policy. The Policy requires the Company to make severance payments to an executive if his or her employment is terminated under certain circumstances, as described below under "Post-Employment Compensation."

Although a significant part of compensation for the Company's executives is performance-based and largely contingent upon achievement of aggressive financial goals, the Executive Severance/Change in Control Policy provides important protection to the executive officers. The Committee believes that offering this program is consistent with market practices, assures the Company can both attract and retain executive talent, and will assist with management stability and continuity in the face of a possible business combination.

On December 4, 2009, the Compensation Committee approved changes to the Corporation's previously adopted Executive Severance / Change of Control Policy. The revised Executive Severance/Change of Control Policy eliminates the Company's obligation to pay any excise tax, to the extent incurred by an executive officer upon the payment of a severance benefit under the policy. The revision reduces the potential financial obligation of the Company to an executive entitled to benefits under the Executive Severance/Change in Control Policy. The revised policy also contains changes to comply with revisions to Section 162(m) of the Code.

The impact of accounting treatment is considered in developing and implementing the Company's compensation programs generally, including the accounting treatment as it applies to amounts awarded or paid to the Company's executives.

The impact of federal tax laws on the Company's compensation programs is also considered, including the deductibility of compensation paid to the NEOs, as regulated by Section 162(m) of the Code. Most of the Company's compensation programs are designed to qualify for deductibility under Section 162(m), but to preserve flexibility in administering compensation programs, not all amounts paid under all of the Company's compensation programs qualify for deductibility.

Likewise, the impact of Section 409A of the Code is taken into account, and the Company's executive plans and programs are, in general, designed to comply with the requirements of that section so as to avoid possible adverse tax consequences that may result from noncompliance with Section 409A.

Since the Company's 2009 Annual Meeting, the Compensation Committee adopted stock ownership guidelines for certain executives, including the named executive officers.

As executives have five years to meet these ownership guidelines from the time of adoption by the Compensation Committee, the Compensation Committee will not evaluate compliance until 2014. New executives designated as participants will have five years from the time they are named to a qualifying position to meet the ownership guidelines. Adherence to these guidelines will be measured each year on January 1, using the executive's base salary and the value of the executive's holdings and stock price on such day. Once an executive attains the required ownership level, the executive will not be considered to fall out of compliance solely due to subsequent stock price declines.

Prior to attaining sufficient shares to satisfy the guidelines, executives must retain shares having a value equal to at least 50% of the after-tax gain recognized with respect to the exercise of stock options, sale of vested restricted stock or other disposition with respect to any equity awards granted under the Company's equity incentive plans.

The Compensation Committee has the discretion to consider non-compliance with the guidelines in determining whether or the ~~Chairman~~extent to which future equity awards should be granted and may require all stock attained through Company grants be retained until the guidelines are satisfied.

In 2009, the Compensation Committee implemented a recoupment policy subjecting incentive compensation and grants under the Company's equity plans to executive officers and business unit presidents to potential recoupment. The Board has the authority to trigger recoupment in the event of a material financial restatement or manipulation of a financial measure on which compensation is based where the ~~Board (and~~employee's intentional misconduct contributed to the restatement or manipulation and, but for such misconduct, a lesser amount of compensation would have been paid.

The terms of Mr. Wathen's employment with the Company are contained in a letter agreement dated January 12, 2009, a copy of which the Company timely filed with the SEC on a Current Report on Form 8-K. In addition to providing for base salary and bonus compensation as discussed elsewhere in this Proxy Statement, the letter agreement provided for the grant to Mr. Wathen of 200,000 stock options upon his initial date of employment with pro-rata vesting over three years, consideration for an

additional equity grant in 2009, and a one-time bonus of $100,000 to be used by Mr. Wathen for the purchase on the open market, on an after tax basis, of Company common stock (which bonus is only payable after Mr. Wathen confirmed his purchase of an additional $100,000 of Company stock during the first available open trading window).

The letter agreement also provides for the following restricted stock unit grants to Mr. Wathen if the Company's closing stock price exceeds the thresholds listed below for any successive 75 day trading period within the first 36 months of Mr. Wathen's employment:

All units earned under this program vest in increments of one-third over the three year period following each grant.

The following table summarizes the annual and long-term compensation paid to the Company's President and Chief Executive Officer, Chief Financial Officer, and three other most highly compensated executive officers who were serving at the end of 2009. The former President and CEO who resigned from the Company effective January 13, 2009, and a former executive who resigned from the Company effective March 4, 2009, are included due to severance compensation received in 2009.

Name and Principal Position

David M. Wathen,		2009	656,800	415,100	106,500	259,900	—	210,400	1,648,700
	President (principal executive officer)
A. Mark Zeffiro,		2009	373,800	51,700	35,800	200,300	—	79,000	740,600
	Chief Financial Officer (principal financial	2008	200,800	95,900	—	150,000	—	406,000	852,700
	officer)
Thomas M. Benson,		2009	311,500	52,900	14,900	207,800	—	25,600	612,700
	President, Cequent Performance Products
Lynn A. Brooks,		2009	400,800	93,900	28,800	326,400	14,800	150,900	1,015,600
	President, Packaging Systems	2008	380,500	33,700	—	190,000	16,300	150,200	770,700
		2007	370,200	104,200	—	225,000	6,000	125,300	830,700
Joshua A. Sherbin,		2009	363,500	35,900	34,800	139,100		94,100	667,400
	Vice President, General Counsel and	2008	342,200	30,600	—	105,000	—	94,200	572,000
	Corporate Secretary	2007	329,200	85,800	—	215,000	—	63,200	693,200
Grant H. Beard⁽⁶⁾,		2009	67,300	—	—	—	3,100	1,350,450	1,420,850
	President	2008	875,000	94,200	—	—	3,500	219,100	1,191,800
		2007	875,000	306,500	—	900,000	100	222,400	2,304,000
Edward L. Schwartz⁽⁷⁾,		2009	81,500	—	—	—	—	698,400	779,900
	Executive Vice President	2008	386,900	42,800	—	70,000	—	98,000	597,700
		2007	370,200	110,300	—	325,000	—	83,200	888,700

Name

David M. Wathen	2009	—	—	24,500	—	27,600	100,000	—	15,800	42,500	210,400
A. Mark Zeffiro	2009	15,000	8,300	8,000	—	22,300	—	—	—	25,400	79,000
	2008	8,800	47,500	4,000	6,800	119,300	100,000	—	113,200	6,400	406,000
Thomas M. Benson	2009	—	—	—	—	—	—	—	—	25,600	25,600
Lynn A. Brooks	2009	16,900	—	36,000	—	37,600	—	—	—	60,400	150,900
	2008	16,250	—	36,000	—	43,350	—	—	—	54,600	150,200
	2007	27,500	—	26,700	—	19,900	—	—	—	51,200	125,300
Joshua A. Sherbin	2009	15,000	11,900	8,500	—	25,100	—	—	—	33,600	94,100
	2008	12,500	15,000	8,500	—	29,800	—	—	—	28,400	94,200
	2007	5,900	10,200	6,400	—	11,400	—	—	—	29,300	63,200
Grant H. Beard	2009	1,250	1,800	—	—	2,400	—	1,331,800	—	13,200	1,350,450
	2008	15,000	26,500	23,800	—	78,200	—	—	—	75,600	219,100
	2007	25,100	42,500	23,700	—	55,500	—	—	—	75,600	222,400
Edward L. Schwartz	2009	2,500	2,000	2,800	—	4,800	—	667,200	—	19,100	698,400
	2008	15,000	6,700	9,500	1,700	28,900	—	—	—	36,200	98,000
	2007	25,700	6,700	7,200	—	8,800	—	—	—	34,800	83,200

Incentive Compensation Plan payments are calculated based on a target award equivalent to ~~certain limitations~~a percentage of a participant's base salary. If the prescribed performance targets are fully satisfied for the NEO participants, the percentage of base salary to be awarded under the 2009 Incentive Compensation Plan is as follows: President and Chief Executive Officer—100%; Chief Financial Officer, and President, Packaging Systems—70%; President, Cequent Performance Products—50%; and Vice President, General Counsel and Corporate Secretary—50%. If actual performance exceeds the prescribed performance targets, the executive participant's Incentive Compensation Plan pay-out can exceed the stated salary percentages. However, no payment will be made for any award when actual performance for that metric falls below a specified percentage of the target metric in a given year, depending on the maximum payment and reduced by benefits payable pursuant to the Company's long-term disability insurance and similar plans. Upon a disabled participant's reaching age 65, such participant receives the annual cash benefits payable upon retirement, as determined above. A surviving spouse will receive reduced benefits upon the participant's death. Participants are required to agree that they will not engage in competitive activities for at least two years after termination of employment, and if employment terminates by reason of retirement or disability, during such longer period as benefits are received under this Plan. Messrs. Campbell, Meyers and DeChants participate in this Plan. 8 11 PERFORMANCE GRAPH Set forth below is a line graph comparing the cumulative total shareholder return on Company Common Stock against the cumulative total return of the Standard & Poor's 500 Index ("S&P 500 Index") and the Standard & Poor's Manufacturing (diversified industries) Index ("S&P Manufacturing Diversified Index") for the period commencing January 1, 1992, and ending December 31, 1996. The graph assumes investments of $100 on December 31, 1991, in Company Common Stock, the S&P 500 Index and the S&P Manufacturing Diversified Index, and the reinvestment of dividends.

objective. The table below sets forth the ~~value,~~estimated future Incentive Compensation Plan payments for each of the Company's named executive officers based on their 2009 salaries.

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards									Grant Date Fair Value of Stock and Unit Awards ($)

Name	Grant Type	Grant Date		Threshold ($)		Target ($)		Maximum ($)			Closing Price on Grant Date ($/share)		Grant Date Fair Value of Stock and Unit Awards ($)
David M. Wathen	Incentive Compensation Plan⁽¹⁾				40,500		675,000		1,248,750
	Time Vested Stock Option⁽²⁾		1/13/2009							200,000		1.38		106,460
	Restricted Stock Unit⁽³⁾		N/A							125,000		—		—
	Performance Unit⁽⁴⁾		12/4/2009							79,840		5.20		415,200
	Performance Unit⁽⁵⁾		12/4/2009							26,620		5.20		138,400
A. Mark Zeffiro	Incentive Compensation Plan⁽¹⁾				15,120		252,000		466,200
	Time Vested Stock Option⁽²⁾		3/9/2009							90,000		1.01		35,760
	Performance Unit⁽⁴⁾		12/4/2009							9,940		5.20		51,700
	Performance Unit⁽⁵⁾		12/4/2009							5,960		5.20		31,000
Thomas M. Benson	Incentive Compensation Plan⁽¹⁾				13,500		150,000		283,125
	Time Vested Stock Option⁽²⁾		3/9/2009							37,500		1.01		14,900
	Performance Unit⁽⁴⁾		12/4/2009							10,170		5.20		52,900
	Performance Unit⁽⁵⁾		12/4/2009							6,110		5.20		31,800
Lynn A. Brooks	Incentive Compensation Plan⁽¹⁾				8,130		271,000		511,510
	Time Vested Stock Option⁽²⁾		3/9/2009							72,500		1.01		28,810
	Performance Unit⁽⁴⁾		12/4/2009							18,060		5.20		93,900
	Performance Unit⁽⁵⁾		12/4/2009							10,840		5.20		56,400
Joshua A. Sherbin	Incentive Compensation Plan⁽¹⁾				10,500		175,000		323,750
	Time Vested Stock Option⁽²⁾		3/9/2009							87,500		1.01		34,770
	Performance Unit⁽⁴⁾		12/4/2009							6,900		5.20		35,900
	Performance Unit⁽⁵⁾		12/4/2009							4,140		5.20		21,500
Grant H. Beard	Annual Valuation Creation Plan⁽¹⁾				52,500		875,000		1,618,750
Edward L. Schwartz	Annual Valuation Creation Plan⁽¹⁾				16,800		280,000		518,000

⁽¹⁾: The amounts above in the Estimated Future Payouts under Non-Equity Incentive Plan Awards are based on awards pursuant to the Incentive Compensation Plan and the centerpoint of each NEO as of December 31, 2009. The threshold payout is based on the largest percentage payout of the smallest metric is the NEO's composite target bonus and the target award is a specified dollar figure for each NEO. The maximum estimated possible payout for each participant is equal to maximum attainment for each metric. Messrs. Beard and Schwartz resigned January 13, 2009 and March 4, 2009, respectively. The values shown for Messrs. Beard and Schwartz relate to the Company's previously titled bonus plan, the Annual Value Creation Plan. The values for Messrs. Beard and Schwartz are based on eligibility at 100% and 70%, respectively, of base salary.
⁽²⁾: The 2009 grants of time-based stock options to the named executive officers were made under the 2006 Long Term Equity Incentive Plan, except for Mr. Benson, which was made under the 2002 Long Term Equity Incentive Plan. All of the awards have restrictions that lapse as to one-third of the number of shares on each anniversary date of the grant.
⁽³⁾: In connection with his joining the Company on January 13, 2009, Mr. Wathen was given the opportunity to earn restricted stock units in the event that the Company's closing stock price for any successive 75 trading day period within 36 months of his start date, exceeds five thresholds: $5.00; $10.00; $15.00; $20.00; and $25.00. For each threshold met, Mr. Wathen would earn 25,000 restricted stock units, up to a maximum of 125,000 should all five thresholds be met within the 36 month period. If earned, the restricted stock units would vest ratably over a three year period from the date of the grant.
⁽⁴⁾: These performance unit grants were made under the 2006 Long Term Equity Incentive Plan for all named executive officers. These grants represent voluntary elections to convert a portion of their targeted cash Incentive Compensation Plan award into performance units, payable in restricted shares of common stock. The performance conditions were identical to those metrics in the Incentive Compensation Plan. Each NEO met these performance conditions in 2009. These awards vest on March 15, 2010.
⁽⁵⁾: These performance grants were made under the 2006 Long Term Equity Incentive Plan for all named executive officers. For those NEOs that elected to convert a percentage of their target cash incentive compensation plan award to performance units, the Company awarded the NEO an additional performance unit grant, subject to the same performance conditions as the converted performance units. Each NEO met these performance conditions in 2009. These awards vest on March 15, 2011.

The following table summarizes the outstanding equity awards to the named executive officers as of December 31, 2009:

The following table sets forth information concerning the number of shares of restricted stock awarded in prior years to NEOs with restrictions that lapsed in 2009 and the value of such shares at the time the restrictions lapsed.

The Company maintains an Executive Severance/Change of Control Policy, or the Policy. The Policy applies to certain of the Company's executives. The Policy states that each executive shall devote his or her full business time to the performance of his or her duties and responsibilities for the Company. The Policy requires the Company to make severance payments to an executive if his or her employment is terminated under certain circumstances.

If the Company terminates the employment of the President and Chief Executive Officer for any reason other than for cause, disability, or death, or if the President and Chief Executive Officer terminates his or her employment for good reason, the Company will provide the President and Chief Executive Officer with two years' annual base salary, Incentive Compensation Plan bonus payments equal to one year's bonus at his or her target bonus level in effect on the date of termination (paid in equal installments over two years), any Incentive Compensation Plan bonus payment that has been declared for the President and Chief Executive Officer but not paid, his or her pro-rated Incentive Compensation Plan bonus for the year of termination through the date of termination based on his or her target bonus level, immediate vesting upon the termination date of any equity awards under the 2002 Long Term Equity Plan and a pro rata portion of equity awards under all subsequent plans through the termination date, executive level outplacement services for up to 12 months, and continued medical benefits for up to 24 months following the termination date. The President and Chief Executive Officer's termination based compensation is higher than that of other executive officers in the interest of keeping with the Company policy of compensating executive officers at levels that correspond with their levels of responsibility.

If the Company terminates the employment of any executive (excluding the President and Chief Executive Officer) for any reason other than cause, disability, or death, or if the executive terminates his or her employment for good reason, the Company will provide the executive with one year's annual base salary, Incentive Compensation Plan bonus payments equal to one year's bonus at his or her target bonus level in effect on the date of termination (paid in equal installments over one year), any Incentive Compensation Plan bonus payment that has been declared for the executive but not paid, his or her pro-rated Incentive Compensation Plan bonus for the year of termination through the date of termination based on his or her target bonus level, immediate vesting upon the termination date of any equity awards under the 2002 Long Term Equity Plan and a pro rata portion of equity awards under all subsequent plans through the termination date, executive level outplacement services for up to 12 months, and continued medical benefits for up to 12 months following the termination date.

In the case of an executive's voluntary termination or termination for cause, the Company pays the executive the accrued base salary through termination plus earned, but unused vacation compensation. All other benefits cease as of the termination date. If an executive's employment is terminated due to death, the Company pays the unpaid base salary as of the date of death, accrued but unpaid Incentive Compensation Plan compensation and vests in their entirety all of the executive's outstanding equity awards. Other than continued participation in the Company's medical benefit plan for the executive's dependents for up to 36 months, all other benefits cease as of the date of the executive's death. If an executive is terminated due to becoming disabled, the Company pays the executive earned but unpaid base salary and Incentive Compensation Plan payments and vests in their entirety all of the executive's outstanding equity awards. All other benefits cease as of the date of such termination in accordance with the terms of such benefit plans.

In the case of a ~~$100 investment~~qualifying termination of an executive's (including the President and Chief Executive Officer) employment within three years of a change of control, then, in place of any other severance payment, the Company will provide the executive with a payment equal to 36 months of his or her base salary rate in effect at the date of termination, an Incentive Compensation Plan bonus payment equal to three years' bonus at his or her target bonus level in effect at the date of termination, any Incentive Compensation Plan bonus payment that has been declared for the Executive but not paid, his or her pro-rated Incentive Compensation Plan bonus for the year of termination through the date of termination based on his or her target bonus level, immediate vesting upon the termination date of all unvested equity awards, executive level outplacement services for up to 12 months, and continued medical benefits for up to 36 months following the termination date provided that the timing of the foregoing payments will be made in compliance with Code Section 409A.

Change of Control is defined in a manner consistent with the definition in the indenture governing the Company's 9³/4% senior subordinated notes due 2017, filed as an exhibit to the Report on Form 8-K filed with the SEC on January 15, 2010.

In addition, the Executive Severance/Change of Control Policy states that in return for these benefits, each executive covered under the Policy must refrain from competing against the Company for a period following termination that corresponds to the duration of any severance payments the executive would be entitled to receive or 24 months if no severance payments are payable.

The tables below summarize the executive benefits and payments due to the President and Chief Executive Officer and other NEOs upon termination, both in connection with a termination (i) for any reason other than cause, disability, or death, or if the executive terminates his or her employment for good reason ("Involuntary, not for cause") and (ii) in connection with a change of control. The tables assume that termination occurred on December 31, ~~1991,~~2009.



David M. Wathen
Cash payments⁽¹⁾	2,025,000	—	4,725,000	675,000	675,000
Value of restricted stock⁽²⁾	154,900	154,900	720,700	720,700	720,700
Value of stock options⁽³⁾	344,400	344,400	1,078,000	1,078,000	1,078,000
Outplacement services	50,000	—	50,000	—	—
Medical benefits	27,000	—	40,000	40,000	—

Total	2,601,300	499,300	6,613,700	2,513,700	2,473,700

A. Mark Zeffiro
Cash payments⁽¹⁾	612,000	—	1,836,000	252,000	252,000
Value of restricted stock⁽²⁾	36,100	36,100	161,800	161,800	161,800
Value of stock options⁽³⁾	139,200	139,200	518,400	518,400	518,400
Outplacement services	30,000	—	30,000	—	—
Medical benefits	13,000	—	40,000	40,000	—

Total	830,300	175,300	2,586,200	972,200	932,200

Thomas M. Benson
Cash payments⁽¹⁾	—	—	—	—	—
Value of restricted stock⁽²⁾	29,200	29,200	164,300	164,300	164,300
Value of stock options⁽³⁾	58,000	58,000	216,000	216,000	216,000
Outplacement services	—	—	—	—	—
Medical benefits	—	—	—	—	—

Total	87,200	87,200	380,300	380,300	380,300

Lynn A. Brooks
Cash payments⁽¹⁾	657,000	—	1,971,000	271,000	271,000
Value of restricted stock⁽²⁾	52,600	52,600	239,700	239,700	239,700
Value of stock options⁽³⁾	112,200	112,200	417,600	417,600	417,600



Outplacement services	30,000	—	30,000	—	—
Medical benefits	13,000	—	40,000	40,000	—

Total	864,800	164,800	2,698,300	968,300	928,300

Joshua A. Sherbin
Cash payments⁽¹⁾	525,000	—	1,575,000	175,000	175,000
Value of restricted stock⁽²⁾	27,800	27,800	113,100	113,100	113,100
Value of stock options⁽³⁾	135,400	135,400	504,000	504,000	504,000
Outplacement services	30,000	—	30,000	—	—
Medical benefits	13,000	—	40,000	40,000	—

Total	731,200	163,200	2,262,100	832,100	792,100

Grant H. Beard⁽⁴⁾
Cash payments⁽¹⁾	—	—	—	—	—
Value of restricted stock⁽²⁾	—	—	—	—	—
Value of stock options⁽³⁾	—	—	—	—	—
Outplacement services	—	—	—	—	—
Medical benefits	—	—	—	—	—

Total	—	—	—	—	—

Edward L. Schwartz⁽⁵⁾
Cash payments⁽¹⁾	—	—	—	—	—
Value of restricted stock⁽²⁾	—	—	—	—	—
Value of stock options⁽³⁾	—	—	—	—	—
Outplacement services	—	—	—	—	—
Medical benefits	—	—	—	—	—

Total	—	—	—	—	—

In addition, the Executive Severance/Change of Control Policy states that in return for these benefits, each executive covered under the Policy is required to refrain from competing against us for a period following termination that corresponds to the duration of ~~Company Common Stock,~~any severance payments the ~~S&P 500 Index~~executive would be entitled to receive or 24 months if no severance payments are payable.

This employment policy may be modified by the Compensation Committee at any time, provided that the prior written consent of the executive is required if the modification adversely impacts the executive. Further, the Compensation Committee may amend or terminate the Policy at any time upon 12 months' written notice to any adversely affected executive.

The following table summarizes the Company's Benefit Restoration Plan actuarial present value for the participating named executive officers.

The following table summarizes the activity in the nonqualified retirement plans for the Company's named executive officers:

Contributions to the Executive Retirement Program are invested in accordance with each named executive officer's directive based on the investment options in the Company's Corporation Retirement Program. Investment directives can be amended by the participant at any time.

COMPENSATION COMMITTEE ~~INTERLOCKS AND INSIDER PARTICIPATION~~REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors ~~consists~~ of ~~Messrs. Gargaro, Morgan,~~TriMas Corporation has reviewed and ~~Stern. Mr. Gargaro is the Secretary of the Company (although he is not an employee)~~discussed with management this Compensation Discussion and is an executive officer of Masco Corporation. Richard A. Manoogian, an executive officer of the Company, is a director of Masco Corporation. Mr. Gargaro has been designated of counsel by his former law firm, Dykema Gossett PLLC, which provides legal services to the Company from time to time, but he receives no compensation from the firm. 9 ~~12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Effective October 1, 1988, the Company acquired various businesses (the "MascoTech businesses")~~Analysis. Based on this review and cash from MascoTech, Inc. in exchange for securities of the Company. In a related transaction, Masco Corporation, which prior to such acquisition had an equity ownership interest in the Company, purchased for cash additional Company Common Stock. The Company became a public corporation in February 1989 when approximately 28 percent of the then outstanding shares of Company Common Stock was distributed by Masco Corporation to its stockholders as a special dividend. As part of these transactions, the Company entered into certain agreements with Masco Corporation and MascoTech, Inc. As of March 31, 1997 Masco Corporation and MascoTech, Inc. owned approximately 4 percent and 37 percent, respectively, of the outstanding Company Common Stock. Under a Corporate Services Agreement, Masco Corporation provides the Company and its subsidiaries with use of Masco Corporation's data processing equipment and services, certain research and development services, corporate administrative staff and other support services in return for the Company's payment of an annual base service fee of .8 percent of its consolidated annual net sales, subject to certain adjustments. This agreement also provides for various license rights and the confidential treatment of certain information which may arise from Masco Corporation's performance of research and development services on behalf of the Company. The Company paid Masco Corporation $3.3 million for 1996 under the Corporate Services Agreement, which is terminable by the Company at any time upon at least 90 days notice and by Masco Corporation at the end of any calendar year upon at least 180 days notice. The Company, Masco Corporation and MascoTech, Inc. have entered into a Corporate Opportunities Agreement to address potential conflicts of interest with respect to future business opportunities. This agreement materially restricts the Company's ability to enter into businesses in which Masco Corporation or MascoTech, Inc. are engaged without their respective consents. This agreement will continue in effect until at least two years after the termination of the Corporate Services Agreement and thereafter will be renewed automatically for one-year periods, subject to termination by any party at least 90 days prior to any such scheduled renewal date. Under a Stock Repurchase Agreement, which expires in December 1998, Masco Corporation and MascoTech, Inc. have the right to sell to the Company, at approximate fair market value, shares of Company Common Stock following the occurrence of certain events that would result in an increase in their respective ownership percentage of the then outstanding shares of Company Common Stock. Such events include repurchases of Company Common Stock initiated by the Company or any of its subsidiaries, and reacquisitions of Company Common Stock through forfeitures of shares previously awarded by the Company pursuant to its employee stock incentive plans. In each case, the Company has control over the amount of Company Common Stock it would ultimately acquire, including shares subject to repurchase under the Stock Repurchase Agreement. The aforementioned rights expire 30 days from the date notice of an event is given by the Company and neither Masco Corporation nor MascoTech, Inc. have ever exercised their right to sell Company Common Stock to the Company. Masco Corporation and MascoTech, Inc. have advised the Company that they intend to exercise their respective rights whenever necessary to prevent their ownership interest in Company Common Stock from equaling or exceeding 20 percent in the case of Masco Corporation and 50 percent in the case of MascoTech, Inc., or if Masco Corporation or MascoTech, Inc. then determines such action to be in its respective best interest. Under an Assumption and Indemnification Agreement, the Company assumed, and agreed to indemnify MascoTech against, all of the liabilities and obligations of the MascoTech businesses, including claims and litigation resulting from events which occurred prior to October 1, 1988, but excluding certain income tax and other specified liabilities. The Company acquired several businesses from Masco Corporation in 1990. As part of the transaction, Masco Corporation agreed to indemnify the Company against certain liabilities of the acquired businesses. In 1993 the Company purchased a business from MascoTech, Inc. for a 10 13 purchase price of $60 million plus additional future payments contingent upon the future level of profitability of the acquired business. The Company expects to make a contingent payment to MascoTech, Inc. during 1997. As part of the transaction, MascoTech agreed to indemnify the Company against certain liabilities of the acquired business. Subject to certain conditions, and upon request, the Company has agreed to file registration statements under the federal securities laws to permit the sale in public offerings of the Company Common Stock held by Masco Corporation and MascoTech, Inc. In addition, the Company entered into arrangements with Masco Corporation and MascoTech, Inc. pursuant to whichdiscussion, it has registered shares of Company Common Stock held by certain of their executives under incentive programs established by those companies. The Company provides indemnification against certain liabilities arising from such transactions. The Company participates with Masco Corporation and MascoTech, Inc. in a number of national purchasing programs which enable each of themrecommended to obtain favorable terms from certain of their service and product suppliers. From time to time, sales of products and services and other transactions may occur among the Company, Masco Corporation and MascoTech, Inc. During 1996, as a result of such sales and transactions, the Company paid approximately $.4 million to MascoTech, Inc., and Masco Corporation and MascoTech, Inc. paid approximately $1 million and $4 million, respectively, to the Company. Ownership of securities and various other relationships and incentive arrangements may result in conflicts of interest in the Company's dealings with Masco Corporation, MascoTech, Inc. and others. Masco Corporation is the largest stockholder of MascoTech, Inc. and may be deemed to be a controlling person. Three of the six Directors of the Company are persons affiliated with Masco Corporation and MascoTech, Inc. Mr. Manoogian, who owns 4.4 percent of Company Common Stock and is the Company's Chairman of the Board, is also the Chairman of the Board and Chief Executive Officer of both Masco Corporation and MascoTech, Inc. Messrs. Gargaro and Morgan, who are Directors of the Company, are also Directors of MascoTech, Inc. Mr. Morgan is a Director of Masco Corporation, and Mr. Gargaro is the Secretary of MascoTech, Inc. and the Vice President and Secretary of Masco Corporation. Certain officers and other key employees of the Company receive benefits based upon the value of the common stock of Masco Corporation, MascoTech, Inc. and the Company under incentive compensation plans established by Masco Corporation and MascoTech, Inc. Such benefits include options to purchase and long-term restricted stock incentive awards of common stock of Masco Corporation and MascoTech, Inc. under plans comparable to the Company's plans. The following table sets forth the number of shares of Masco Corporation and MascoTech, Inc. common stock beneficially owned as of March 31, 1997, by the Company's Directors and executive officers and by its Directors and executive officers as a group. Unless otherwise indicated below, each person exercises sole voting and investment power with respect to the shares they beneficially own.

- ------------------------- (1) Messrs. Amster, Stern, Meyers, DeChants and Roosa do not own any Masco Corporation or MascoTech, Inc. common stock. Except for Mr. Manoogian, who owns approximately 3.4 percent of Masco Corporation common stock and 11.7 percent of MascoTech, Inc. common 11 14 stock and Mr. Gargaro, who owns approximately 1.5 percent of Masco Corporation common stock and 1.7 percent of MascoTech common stock, no Director of the Company owns one percent or more of Masco Corporation or MascoTech, Inc. common stock. Directors and executive officers of the Company as a group own approximately 3.5 percent of Masco Corporation common stock and approximately 12.0 percent of MascoTech, Inc. common stock. (2) Includes 2,340,200 shares of Masco Corporation common stock and 202,560 shares of MascoTech, Inc. common stock owned by charitable foundations for which Messrs. Manoogian and Gargaro serve as directors and 225,806 shares of MascoTech, Inc. common stock which could be acquired upon conversion of convertible debt securities that are owned by one of the foundations. In addition, Messrs. Manoogian and Gargaro each may be deemed to be the beneficial owner of 200,000 shares of MascoTech, Inc.'s $1.20 Convertible Preferred Stock (1.9 percent of the total issue outstanding) owned by one of the foundations. The shares also include the 161,200 shares of MascoTech, Inc. common stock into which such preferred stock is convertible. The directors of the foundations share voting and investment power with respect to the Masco Corporation and MascoTech, Inc. securities owned by such foundations, but Messrs. Manoogian and Gargaro each disclaim beneficial ownership of such securities. (3) Includes 1,044,500 shares of Masco Corporation common stock held by a trust for which Mr. Manoogian serves as a trustee. The trustees share voting and investment power with respect to the shares owned by it, but Mr. Manoogian disclaims beneficial ownership of such shares. (4) Includes 28,448 shares of Masco Corporation common stock and 2,000 shares of MascoTech, Inc. common stock that are owned by a charitable foundation for which Mr. Gargaro serves as a director and 25,530 shares of Masco Corporation common stock and 27,000 shares of MascoTech, Inc. common stock held by trusts for which Mr. Gargaro serves as a trustee, and 4,354 shares of MascoTech, Inc. common stock which could be acquired upon conversion of convertible debt securities owned by the trusts. The directors of the foundation and the trustees share voting and investment power with respect to the Masco Corporation and MascoTech, Inc. securities owned by them, but Mr. Gargaro disclaims beneficial ownership of such securities. (5) Includes shares of Masco Corporation common stock which may be acquired on or before May 30, 1997 upon exercise of Masco Corporation stock options (1,097,740 shares for Mr. Manoogian, 18,000 shares for Mr. Gargaro and 1,115,740 shares for all Directors and executive officers of the Company as a group) and shares of MascoTech, Inc. common stock which may be acquired on or before May 30, 1997 upon exercise of MascoTech, Inc. stock options (1,080,000 shares both for Mr. Manoogian and for all Directors and executive officers of the Company as a group). Holders exercise neither voting nor investment power over unexercised option shares. (6) Includes unvested restricted stock award shares of Masco Corporation common stock issued under Masco Corporation's restricted stock incentive plans (97,518 shares for Mr. Manoogian, 33,633 shares for Mr. Gargaro and 131,151 shares for all Directors and executive officers of the Company as a group) and of MascoTech, Inc. common stock issued under MascoTech, Inc.'s restricted stock incentive plans (69,260 shares both for Mr. Manoogian and for all Directors and executive officers of the Company as a group). Holders have voting but no investment power over unvested restricted shares. Mr. Manoogian may be deemed a controlling person of both Masco Corporation and MascoTech, Inc. by reason of his significant ownership of Masco Corporation and MascoTech, Inc. common stock and his positions as Chairman of the Board and Chief Executive Officer of each company. 12 ~~15 RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS Upon the recommendation of the Audit Committee,~~ the Board of Directors ~~has selected~~that this Compensation Discussion and Analysis be included in this proxy statement and in the ~~independent public accounting firm~~Annual Report on Form 10-K of ~~Coopers & Lybrand L.L.P. ("Coopers & Lybrand") to audit the Company's financial statements~~TriMas Corporation filed for the fiscal year 1997, and believes it appropriate to submit its choice for ratification by stockholders. Coopers & Lybrand has acted as the Company's independent certified public accounting firm since 1988. During such time, it has performed servicesended December 31, 2009.

TRIMAS CORPORATION

39400 WOODWARD AVENUE SUITE 130

BLOOMFIELD HILLS, MI 48304

VOTE BY INTERNET - www.proxyvote.com

Use the ~~independent auditors.~~ Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

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If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

THE BOARD OF DIRECTORS RECOMMENDS ATHAT YOU VOTE FOR THE RATIFICATION OF THE SELECTION OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR 1997. STOCKHOLDERS' PROPOSALS Stockholders' proposals intendedFOLLOWING:

	For	Withhold	For All
	All	All	Except
1. Election of Directors	o	o	o
Nominees

01 David M. Wathen
02 Marshall A. Cohen

To withhold authority to ~~be presented at~~vote for any individual nominee(s), mark “For All Except” and write the ~~1998 Annual Meeting of Stockholders~~number(s) of the ~~Company must be received by~~nominee(s) on the ~~Company at its address stated above by December 16, 1997, to be considered for inclusion~~line below.

		For	Against	Abstain
2.	The ratification of KPMG LLP as the Company’s independent registered public accounting firm for 2010.	o	o	o

3.	The increase in the number of shares reserved for issuance under the 2006 Long Term Equity Incentive Plan by 1,000,000 shares.	o	o	o

NOTE: To vote against all nominees, mark “Withhold All” above. To vote against an individual nominee, mark “For All Except” and write the nominee’s number on the line above. The proxies will vote in ~~the Company's Proxy Statement~~their discretion upon any and ~~Proxy relating to such meeting. OTHER MATTERS The Board of Directors knows of no~~all other matters ~~to be voted upon at the meeting. If any other matters~~which may properly come before the meeting ~~it is the intention~~or any adjournment thereof.

		Yes		No
Please indicate if you plan to attend this meeting		o		o

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.


Signature [PLEASE SIGN WITHIN BOX]	Date		Signature (Joint Owners)	Date

ADMISSION TICKET

Please retain and present this top portion of the ~~proxies named in~~proxy card as your admission ticket together with a valid picture identification to gain admittance to the ~~enclosed~~Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 10, 2010

The Proxy ~~to vote~~Statement and 2009 Annual Report of TriMas Corporation are available at: http://www.trimascorp.com/2010proxy

Important Notice Regarding the ~~shares represented thereby with respect to such matters in accordance with their best judgment. By Order~~Availability of Proxy Materials for the Board of Directors Eugene A. Gargaro, Jr. EUGENE A. GARGARO, JR. Secretary Ann Arbor, Michigan April 15, 1997 13 ~~16 TRIMAS LOGO~~ 17 [ ] (1) Election of Directors FOR all nominees /X/ WITHHOLD AUTHORITY to vote /X/ EXCEPTIONS /X/ listed below for all nominees listed below Class III Directors to hold office until the Annual Meeting of Stockholders in 2000 or until their respective successors are elected and qualified: Nominees: EUGENE A. GARGARO, JR. and HELMUT F. STERN (INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR EITHER NOMINEE MARK THE "EXCEPTIONS" BOX AND STRIKE A LINE THROUGH THAT NOMINEE'S NAME.) (2) Ratification of the selection of Coopers & Lybrand L.L.P. as independent (3) In their discretion upon such other business auditors for the Company for the year 1997. as may properly come before the meeting. FOR /X/ AGAINST /X/ ABSTAIN /X/ Change of Address and /X/ or Comments Mark Here The shares represented by this Proxy will be voted in accordance with the specifications above. If specifications are not made, THE PROXY WILL BE VOTED Annual Meeting: The Combined Document, Notice & Proxy Statement is/are available at www.proxyvote.com.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 10, 2010
FOR THE ELECTION OF BOTH NOMINEES AND FOR THE RATIFICATION OF THE SELECTION OF COOPERS & LYBRAND L.L.P. The undersigned acknowledges receipt of the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. Please sign exactly as name appears at left. Executors, administrators, trustees, et al. should so indicate when signing. If the signature is for a corporation, please sign the full corporate name by an authorized officer. If the signature is for a partnership, please sign the full partnership name by an authorized partner. If shares are registered in more than one name, all holders must sign. Dated: ______________________________________,1997 _____________________________________________ (L.S.) Signature _____________________________________________ (L.S.) Signature PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. VOTES MUST BE INDICATED /X/ (x) IN BLACK OR BLUE INK. - ------------------------------------------------------------------------------------------------------------------------------------
~~~~PROXY FOR~~ ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY ~~14, 1997 TRIMAS CORPORATION~~10, 2010 AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF~~

~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ~~The undersigned,~~OF TRIMAS CORPORATION~~

~~Properly executed proxies received by the day before the cut-off date or the meeting date will be voted as marked and, if not marked, will be voted FOR proposals (1).~~

By casting your voting instructions on the reverse side of this proxy form, you hereby ~~revoking any Proxy heretofore given, appoints RICHARD A. MANOOGIAN and EUGENE A. GARGARO, JR.~~(a) acknowledge receipt of the proxy statement related to the above-referenced meeting, (b) appoint the individuals named in such proxy statement, and each of them, ~~attorneys and~~as proxies, ~~for the undersigned, each~~ with full power of substitution, to vote ~~the~~all shares of ~~Company Common Stock registered in the name of the undersigned to the same extent the undersigned~~TriMas Corporation’s common stock that you would be entitled to ~~vote~~cast if ~~then~~ personally present at the Annual Meeting of Stockholders of TriMas Corporation to be held at the Sheraton Inn of Ann Arbor, 3200 Boardwalk, Ann Arbor, Michigan 48108, on Wednesday, May 14, 1997, at 11:00 A.M., Eastern daylight time,such meeting and at any postponement or adjournment thereof, and (c) revoke any proxies previously given.

This proxy will be voted as specified by you. If no choice is specified, the proxy will be voted according to the Board of Director Recommendations indicated on the reverse side of this proxy, and according to the discretion of the proxy holders for any other matters that may properly come before the meeting or any postponement or adjournment thereof. ~~(Continued~~

Please date, sign and ~~to be signed~~mail the proxy promptly in the self-addressed return envelope which requires no postage if mailed in the United States. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title as such. If shares are held jointly, both owners should sign. Alternatively, you may vote by phone or the Internet, as described in the instructions on the reverse side of the proxy.

~~Continued on reverse~~


Filed by the Registrantý
Filed by a Party other than the Registranto
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12

Plan category		Weighted-average exercise price of outstanding options, warrants and rights (b)

Equity compensation plans approved by security holders	1,839,344	$	9.74	559,477	⁽¹⁾
Equity compensation plans not approved by security holders	—		—	—

TOTAL	1,839,344	$	9.74	559,477

		Shares Beneficially Owned

Name and Beneficial Owner		Number		Percentage
Heartland Industrial Associates, L.L.C.⁽¹⁾⁽²⁾			15,237,996		43.6	%
	177 Broad Street, Stamford, CT 06901
Masco Corporation⁽³⁾			2,454,614		7.0	%
	21001 Van Born Road, Taylor, MI 48180
First Manhattan Co.			2,085,033		6.0	%
	437 Madison Avenue, New York, NY 10022
Thomas M. Benson⁽⁴⁾⁽⁶⁾			62,621		0
Lynn A. Brooks⁽⁴⁾⁽⁶⁾			260,852		0
Marshall A. Cohen⁽⁴⁾⁽⁶⁾			10,000		0
Richard M. Gabrys⁽⁴⁾⁽⁶⁾			11,000		0
Eugene A. Miller⁽⁴⁾⁽⁶⁾			25,000		0
Joshua A. Sherbin⁽⁴⁾⁽⁶⁾			103,287		0
Daniel P. Tredwell⁽²⁾			15,237,996		43.6	%
Samuel Valenti III^(4)(5)(6)			410,000		1.2	%
David M. Wathen⁽⁴⁾⁽⁶⁾			294,550		0
A. Mark Zeffiro⁽⁴⁾⁽⁶⁾			84,456		0
All named executive officers and directors as a group (10 persons)⁽²⁾^(4)(6)(7)			16,499,762		47.2	%


Actuant Corporation	Gardner Denver	Roper Industries Inc.
Ametek, Inc.	GenCorp. Inc.	Silgan Holdings
Aptar	Graco, Inc.	Stoneridge Inc.
BWAY Holding Co.	Greif, Inc.	Teleflex Inc.
Carlisle Companies	IDEX Corporation	Thor
Crane Co.	Kaydon Corporation	Transdigm Group
Donaldson Company	Kennametal	Winnebago Industries
Drew Industries	Lufkin Industries
EnPro	Robbins & Meyers

Metric	Sales/ Profitability			EPS⁽¹⁾					Personal Objectives

Target	9.0% on $890.9 million	0.4x		$	0.72		13.6	%	Set for each participant
Weight	40%	15	%		15	%	10	%	20%
Actual	9.0% on $803.7 million	1.03x		$	0.95		15.3	%	Evaluated for each participant


TriMas Corporation
(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):
ý	No fee required.
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		By Order of the Board of Directors
		/s/ JOSHUA A. SHERBIN Joshua A. Sherbin Vice President, General Counsel and Corporate Secretary



IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 10, 2010
The Proxy Statement and 2009 Annual Report of TriMas Corporation are available at: http://www.trimascorp.com/2010proxy

Name		Title

David M. Wathen⁽¹⁾	57	Director, President and Chief Executive Officer	2010
Marshall A. Cohen⁽¹⁾	75	Director	2010
Richard M. Gabrys	68	Director	2011
Eugene A. Miller	72	Director	2011
Daniel P. Tredwell	52	Director	2012
Samuel Valenti III	64	Chairman of the Board of Directors	2012

Name		Audit	Compensation	Governance & Nominating	Executive

David M. Wathen		—	—	—	Chairman
Marshall A. Cohen		X	X	Chairman	—
Richard M. Gabrys		Chairman	X	X	—
Eugene A. Miller		X	Chairman	X	—
Daniel P. Tredwell		—	—	—	X
Samuel Valenti III		X	X	X	X
	Meetings	8	6	3	0
	Action by Unanimous Written Consent	0	1	3	0



Audit Fees	1,857,000	2,424,300	3,220,000
Audit-related Fees	234,000	—	436,000
Tax Fees	—	66,900	15,900
All Other Fees	—	—	—

Total	2,091,000	2,491,200	3,671,900



		The Audit Committee Richard M. Gabrys, Chairman Eugene A. Miller Marshall Cohen Samuel Valenti III


President and Chief Executive Officer		5x
Chief Financial Officer; Vice President, General Counsel and Corporate Secretary		3x
Other executives, as determined by the Compensation Committee (including the President, Packaging Systems and President, Cequent Performance Products)		2x

Threshold		Number of Restricted Stock Units

$ 5.00			25,000
$10.00			25,000
$15.00			25,000
$20.00			25,000
$25.00			25,000

	Option Awards								Share Awards

Name	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable⁽¹⁾		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock that have not Vested (#)⁽²⁾		Market Value of Shares or Units of Stock that have not Vested $⁽³⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)⁽⁴⁾		Equity Incentive Plan Awards: Market Value or Payout of Shares, Units or Other Rights that have not Vested $⁽³⁾
David M. Wathen		—		200,000		1.38		1/12/2019		106,460		720,734		125,000		846,250
A. Mark Zeffiro		—		90,000		1.01		3/8/2019		23,900		161,803		—		—
Thomas M. Benson		26,664		6,666		23.00		9/30/2015		19,748		133,694		—		—
		—		37,500		1.01		3/8/2019		—		—		—		—
Lynn A. Brooks		193,068		—		20.00		6/5/2012		35,401		239,665		—		—
		—		72,500		1.01		3/8/2019		—		—		—		—
Joshua A. Sherbin		44,000		11,000		23.00		3/31/2015		16,708		113,113		—		—
		—		87,500		1.01		3/8/2019		—		—		—		—
Grant H. Beard		—		—		—				—		—		—		—
Edward L. Schwartz		—		—		—				—		—		—		—

Name	Vesting Date

David M. Wathen	N/A	—	—
A. Mark Zeffiro	6/2/2009	4,000	14,880
Thomas M. Benson	4/2/2009	1,066	2,185
	9/1/2009	1,333	6,478
Lynn A. Brooks	4/2/2009	1,833	3,758
	9/1/2009	2,833	13,768
Joshua A. Sherbin	4/2/2009	1,666	3,415
	9/1/2009	2,333	11,338
Grant H. Beard	4/2/2009	4,277	8,768
	9/1/2009	3,472	16,874
Edward L. Schwartz	4/2/2009	2,333	4,783
	9/1/2009	1,750	8,505

Name	Plan Name		Present Value of Accumulated Benefit⁽¹⁾

Grant H. Beard	TriMas Benefit Restoration Plan	7	$	27,800
Lynn A. Brooks	TriMas Benefit Restoration Plan	30	$	149,900

Name

David M. Wathen	2009	—	28,500	2,500		—		31,000
A. Mark Zeffiro	2009	—	14,400	4,300		—		23,300
	2008	—	4,700	(100	)	—		4,600
Thomas M. Benson	2009	—	3,900	1,000		—		8,400
Lynn A. Brooks	2009	—	33,000	47,500		—		230,800
	2008	—	32,100	(41,600	)	—		150,300
	2007	—	30,200	9,200		—		159,800
Joshua A. Sherbin	2009	—	18,200	17,000		—		68,600
	2008	—	14,400	(21,400	)	—		33,400
	2007	—	15,000	2,000		—		40,400
Grant H. Beard	2009	—	2,700	(16,500	)	(240,300	)	21,000
	2008	—	60,800	(168,700	)	—		275,100
	2007	—	61,000	35,100		—		383,000
Edward L. Schwartz	2009	—	11,300	15,800		(100,200	)	—
	2008	—	21,300	(43,700	)			73,100
	2007	—	20,200	9,900		—		95,500