UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 27, 2005

COOPER-STANDARD HOLDINGS INC.

(Exact name of registrant as specified in its charter)


Delaware 333-123708 13-0612970
(State or Other Jurisdiction
of Incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)

39550 Orchard Hill Place Drive
Novi, Michigan 48375
(Address of principal executive offices)

Registrant's telephone number, including area code:    (248) 596-5900

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 1.01.    Entry into a Material Definitive Agreement.

On October 27, 2005, Cooper-Standard Holdings Inc. (f/k/a CSA Acquisition Corp.)(the "Company") entered into Subscription Agreements with directors John C. Kennedy and Leo F. Mullin pursuant to which both of the directors has agreed to purchase up to 2,500 shares of common stock, par value $.01 per share (the "Common Stock"), of the Company within 90 days at a purchase price of $100 per share. The agreements contain customary representations, including that the director's intent is to acquire the shares for investment purposes for his own account and not for distribution or disposition and an acknowledgement that the shares have not been registered pursuant to the Securities Act of 1933, as amended (the "Securities Act"). The sales under the Subscription Agreements are exempt from registration in reliance upon Section 4(2) of the Securities Act as transactions by an issuer not involving a public offering. The directors have received adequate information about us or have access to such information. Copies of the Subscription Agreements are attached hereto as Exhibit 10.1 and 10.2 and are incorporated herein by reference.

On October 27, 2005, the Company entered into Nonqualified Stock Option Agreements with directors S.A. Johnson, Kenneth L. Way and John C. Kennedy in connection with stock options granted pursuant to the 2004 CSA Acquisition Corp. Stock Incentive Plan (the "Stock Incentive Plan"). Each director was granted stock options to purchase 1,000 shares of Common Stock with an exercise price of $100 per share. The stock options will vest and become exercisable with respect to 20% of the shares on each of the first five anniversaries of August 5, 2005, the date of grant.

The stock options have a term of ten years and the vested portion of the stock options will expire (i) 90 days following the resignation or termination of service as a director for any reason other than those discussed in (ii) and (iii) below, (ii) immediately upon termination for cause and (iii) one year following termination of employment due to death or disability.

Any unvested stock options will be forfeited upon a termination of the director's service for any reason; provided that in the event of a termination without cause, or in the event of a termination due to death or disability, the director shall be deemed vested in any stock options that would otherwise have vested in the calendar year of termination. Upon a change of control of the Company all unvested stock options will vest. A form of the Nonqualified Stock Option Agreement for outside directors is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

On October 27, 2005, the Company adopted an amendment to the 2004 CSA Acquisition Corp. Stock Incentive Plan (the "Stock Incentive Plan") increasing the total number of shares which may be issued under the Stock Incentive Plan from 223,615 to 228,615. A copy of the amendment to the Stock Incentive Plan is attached hereto as Exhibit 10.4 and is incorporated herein by reference.

Item 3.02.    Unregistered Sales of Equity Securities.

See Item 1.01.

Item 9.01.    Financial Statements and Exhibits.

(c)  Exhibits.

The following exhibits are furnished pursuant to Item 9.01 of Form 8-K:

10.1  Subscription Agreement, dated as of October 27, 2005, between John C. Kennedy and the Company
10.2  Subscription Agreement, dated as of October 27, 2005, between Leo F. Mullin and the Company
10.3  Form of Nonqualified Stock Option Agreement (outside directors)
10.4  Amendment to the 2004 CSA Acquisition Corp. Stock Incentive Plan

1




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


Dated: November 2, 2005 COOPER-STANDARD HOLDINGS INC.
  By:                                                            
     Name:    Timothy W. Hefferon
     Title:       Vice President, General Counsel
               and Secretary



EXHIBIT INDEX


Exhibit Description
10.1 Subscription Agreement, dated as of October 27, 2005, between John C. Kennedy and the Company
10.2 Subscription Agreement, dated as of October 27, 2005, between Leo F. Mullin and the Company
10.3 Form of Nonqualified Stock Option Agreement (outside directors)
10.4 Amendment to the 2004 CSA Acquisition Corp. Stock Incentive Plan






                             SUBSCRIPTION AGREEMENT


         SUBSCRIPTION AGREEMENT, dated as of _______________, 2005 (this
"Agreement"), between John C. Kennedy (the "Director Investor") and
Cooper-Standard Holdings Inc., a Delaware corporation (the "Company").

         WHEREAS, on the terms and subject to the conditions set forth below,
the Director Investor desires to subscribe for and acquire from the Company, and
the Company desires to issue and sell to the Director Investor, the number of
shares of common stock, par value $0.01 per share (the "Common Stock"), of the
Company set forth herein.

         NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth herein, the adequacy of which are hereby acknowledged, the parties
hereto agree as follows:

         1. Definitions. As used in this Agreement, the following terms shall
have the meanings set forth below:

         "Affiliate" of any Person means any other Person directly or indirectly
    controlling, controlled by or under common control with such Person. The
    term "control" means, with respect to any Person, the power to direct or
    cause the direction of the management or policies of such Person, directly
    or indirectly, whether through the ownership of voting securities, by
    contract or otherwise; and the terms "controlling" and "controlled" have
    meanings correlative to the foregoing.

         "Agreement" has the meaning set forth in the preamble hereto.

         "Assumption Agreement" means the Assumption Agreement, substantially in
    the form of Exhibit A hereto

         "Business Day" means any day other than a Saturday, Sunday or day on
    which commercial banks in New York, New York are authorized or required by
    law to remain closed.

         "Closing" has the meaning set forth in Section 3 below.

         "Closing Date" has the meaning set forth in Section 3 below.

         "Common Stock" has the meaning set forth in the preamble hereto.

         "Company" has the meaning set forth in the preamble hereto.

         "Director Investor" has the meaning assigned to such term in the
    preamble hereto.

         "Governmental Body" means any government or governmental or regulatory
    body thereof, or political subdivision thereof, of any country or
    subdivision thereof, whether international, supranational, national,
    federal, state or local, or any agency or


                                                                               2

     instrumentality thereof, or any court or regulatory (including a stock
     exchange or other self-regulatory body) authority or agency.

         "Person" means any individual, corporation, limited liability company,
    limited or general partnership, joint venture, association, joint-stock
    company, trust, unincorporated organization, government or any agency or
    political subdivisions thereof or any group comprised of two or more of the
    foregoing.

         "Purchase Price" has the meaning set forth in Section 2 below.

         "Registration Rights Agreement" means the Registration Rights
    Agreement, dated as of December 23, 2004, by and among the Company and each
    of the stockholders of the Company whose name appears on the signature pages
    listed therein.

         "Securities Act" means the Securities Act of 1933, as amended, and the
    rules and regulations promulgated thereunder.

         "Stockholders Agreement" means the Stockholders Agreement, dated as of
    December 23, 2004, by and among the Company and each of the stockholders of
    the Company whose name appears on the signature pages listed therein.

         2. Subscription for and Purchase of the Common Stock. Pursuant to the
terms and subject to the conditions set forth in this Agreement, the Director
Investor hereby subscribes for and agrees to purchase, and the Company hereby
agrees to issue and sell to the Director Investor, on or within 90 days
following the date hereof, up to 2,500 shares of Common Stock (the "Shares") at
a purchase price per share equal to $100 per share (the "Purchase Price"). For
purposes of this Agreement, the purchase price per share shall be subject to
adjustment for any stock dividends, combinations, splits or the like subsequent
to the date hereof and prior to the Closing.

         3. The Closing. The closing (the "Closing") of the issuance and sale of
the Shares shall take place on a mutually agreed upon date (the "Closing Date ")
on or within 90 days following the date hereof. The Closing shall occur at the
main offices of the Company, unless an alternative location is mutually agreed
upon. At the Closing, the following shall occur:

         (a) the Director Investor shall deliver to the Company the Purchase
    Price payable by delivery to the Company of such amount by wire transfer of
    immediately available funds or a certified check payable to the Company as
    consideration for the Shares to be issued hereunder; and

         (b) the Company shall duly issue the Shares to be received by the
    Director Investor pursuant to Section 2, and shall deliver to the Director
    Investor stock certificates representing the Shares purchased by the
    Director Investor.

         4. Stockholders Agreement and Registration Rights Agreement. On the
Closing Date, the Director Investor shall execute and deliver the Assumption
Agreement. The Shares will be issued subject to the rights and restrictions set
forth in the Assumption Agreement and the Stockholders Agreement and the
Registration Rights Agreement, as set forth therein.


                                                                               3

         5. Representations and Warranties of the Company. The Company
represents and warrants to the Director Investor as follows:

         (a) (i) the Company is a corporation duly incorporated, validly
    existing and in good standing under the laws of the State of Delaware and
    has full corporate power and authority to execute and deliver this Agreement
    and to perform its obligations hereunder, and (ii) this Agreement has been
    duly authorized, executed and delivered by the Company and is valid, binding
    and enforceable against the Company in accordance with its terms;

         (b) the Shares to be issued to the Director Investor pursuant to this
    Agreement, when issued and delivered in accordance with the terms hereof,
    will be duly and validly issued and, upon receipt by the Company of the
    Purchase Price therefor, will be fully paid and nonassessable with no
    personal liability attached to the ownership thereof and will not be subject
    to any preemptive rights and restrictions on transfer other than under
    applicable securities laws, the terms of this Agreement or the Stockholders
    Agreement;

         (c) the execution, delivery and performance by the Company of this
    Agreement will not (i) conflict with the certificate of incorporation or
    by-laws of the Company, (ii) result in any material breach of any terms or
    provisions of, or constitute a material default under, any material
    contract, agreement or instrument to which the Company is a party or by
    which the Company is bound, (iii) violate any United States federal or state
    law, rule or regulation applicable to the Company or (iv) require any
    consent, waiver, approval, order, permit or authorization of, or declaration
    or filing with, or notification or report to, any Governmental Body; and

         (d) the transactions contemplated by this Agreement do not violate any
    "blue sky" or other securities law of any jurisdiction or require the
    Company to file a registration statement with the SEC or apply to qualify
    any securities under the "blue sky" or other securities law of any
    jurisdiction.

         6. Representations and Warranties of the Director Investor. The
Director Investor represents and warrants to the Company as follows:

         (a) (i)(x) the Director Investor is over 21 years of age, (y) the
    address set forth in Section 9(a)(2) hereof is the true and correct address
    and residence of the Director Investor, and (z) the Director Investor has no
    current intention of becoming a resident of any other state or jurisdiction
    in the foreseeable future and (ii) this Agreement has been, duly authorized,
    executed and delivered by the Director Investor and is valid, binding and
    enforceable against the Director Investor in accordance with its terms;

         (b) the execution, delivery and performance by the Director Investor of
    this Agreement will not (i) result in any material breach of any terms or
    provisions of, or constitute a material default under, any material
    contract, agreement or instrument to which the Director Investor is a party
    or by which the Director Investor is bound, (ii) violate any United States
    federal or state law, rule or regulation applicable to the Director Investor
    or (iii) except as set forth on Schedule 6(b), require any consent,


                                                                               4

    waiver, approval, order, permit or authorization of, or declaration or
    filing with, or notification or report to, any Governmental Body;

         (c) the Director Investor is acquiring the Shares for investment solely
    for investment for its own account and not with a view to, or for sale in
    connection with, the distribution or other disposition thereof;

         (d) the Director Investor has been advised by the Company that:

              (i)   the offer and sale of the Shares have not been registered
                    under the Securities Act;

              (ii)  there is no established market for the Shares and it is not
                    anticipated that there will be any public market for the
                    Shares in the foreseeable future;

              (iii) Rule 144 promulgated under the Securities Act is not
                    presently available with respect to the sale of any
                    securities of the Company;

              (iv)  when and if shares of the Shares may be disposed of without
                    registration under the Securities Act in reliance on Rule
                    144, such disposition can be made only in limited amounts in
                    accordance with the terms and conditions of Rule 144;

              (v)   if the Rule 144 exemption is not available, the offer or
                    sale of the Shares without registration will require
                    compliance with some other exemption under the Securities
                    Act;

              (vi)  a restrictive legend in the form heretofore set forth in the
                    Stockholders Agreement shall be placed on the certificates
                    representing the Shares; and

              (vii) a notation shall be made in the appropriate records of the
                    Company indicating that the Shares are subject to
                    restrictions on transfer and, if the Company should at some
                    time in the future engage the services of a securities
                    transfer agent, appropriate stop-transfer instructions will
                    be issued to such transfer agent with respect to the Shares.

         (e) (i) the Director Investor's financial situation is such that it can
    afford to bear the economic risk of holding the Shares for an indefinite
    period of time, has adequate means for providing for its current needs and
    personal contingencies, and can afford to suffer a complete loss of its
    investment in the Shares; (ii) the Director Investor's knowledge and
    experience in financial and business matters are such that it is capable of
    evaluating the merits and risks of the investment in the Shares; (iii) the
    Director Investor understands that the Shares are a speculative investment
    which involves a high degree of risk of loss of its investment therein,
    there are substantial restrictions on the transferability of the Shares,
    and, on the Closing Date and for an indefinite period


                                                                               5

    following the Closing, there will be no public market for the Shares and,
    accordingly, it may not be possible for the Director Investor to liquidate
    its investment in case of emergency or otherwise; (iv) the Director
    Investor understands and has taken cognizance of all the risk factors
    related to the purchase of the Shares, and, other than as set forth in this
    Agreement, no representations or warranties have been made to the Director
    Investor or its representatives concerning the Shares or the Company or
    their prospects or other matters; (v) the Director Investor has been given
    the opportunity to examine all documents and to ask questions of, and to
    receive answers from, the Company and its representatives concerning the
    Company and its subsidiaries and the terms and conditions of the purchase
    of the Shares and to obtain all additional information which the Director
    Investor or its representatives deems necessary; (vi) in making its
    decision to purchase the Shares hereby subscribed for, the Director
    Investor has relied upon independent investigations made by it and, to the
    extent believed by it to be appropriate, its representatives, including its
    own professional, financial, tax and other advisors; and (vii) the Director
    Investor is an "accredited investor" within the meaning of Rule 501 of
    Regulation D under the Securities Act.

         (f) The Director Investor has an understanding of the Company and its
    business. The Director Investor has been given the opportunity to obtain any
    additional information or documents (and to ask questions and receive
    answers about such information and documents) about the Company and its
    business which the Director Investor deems necessary to evaluate the merits
    and risks related to its investment in the shares of Common Stock.

         7. Covenants of the Company and the Director Investor.

         (a) Further Assurances. Each of the parties shall, and shall cause
    their respective Affiliates under their control to, execute such instruments
    and take such action as may be reasonably required or desirable to carry out
    the provisions hereof and the transactions contemplated hereby.

         8. Condition Precedent to Closing. The obligations of the Company and
the Director Investor to consummate the Closing are subject to the satisfaction
or written waiver by both the Company and the Director Investor on or prior to
the Closing Date of the following condition:

         (i) no laws shall have been adopted or promulgated, and no temporary
             restraining order, preliminary or permanent injunction or other
             order issued by a court or other Governmental Body of competent
             jurisdiction shall be in effect, having the effect of making the
             purchase of the Shares by the Director Investor and the other
             transactions contemplated hereby illegal or otherwise prohibiting
             consummation thereof.

         9. Miscellaneous.

         (a) Notices. All notices and other communications required or permitted
    hereunder shall be in writing and shall be deemed effectively given: (a)
    upon personal


                                                                               6

     delivery to the party to be notified; (b) when sent by confirmed facsimile
     if sent during normal business hours of the recipient, if not, then on the
     next Business Day, provided that a copy of such notice is also sent via
     nationally recognized overnight courier, specifying next day delivery, with
     written verification of receipt; (c) five (5) days after having been sent
     by registered or certified mail, return receipt requested, postage prepaid;
     or (d) one (1) Business Day after deposit with a nationally recognized
     overnight courier, specifying next day delivery, with written verification
     of receipt. All communications shall be sent to such party's address as set
     forth below or at such other address as the party shall have furnished to
     each other party in writing in accordance with this provision:

         (1) If to the Company:
         Cooper-Standard Holdings Inc.

         c/o   Cooper-Standard Automotive Inc.
         39550 Orchard Hill Place Drive
         Novi, MI 48375
         Attn: General Counsel
         Telecopy: (248) 596-6535

         with a copy to:

         Simpson Thacher & Bartlett LLP
         425 Lexington Avenue
         New York, New York 10017
         Attn: William E. Curbow
         Telecopy: (212) 455-2502

         (2) If to the Director Investor:

         John C. Kennedy
         4610 Bradford
         Grand Rapids, MI  49525
         Telecopy: (616) 698-6876

         Any party may, by notice given in accordance with this Section 9(a),
designate another address or person for receipt of notices hereunder.

         (b) Amendment and Waiver.

         (i)   No failure or delay on the part of any party hereto in exercising
               any right, power or remedy hereunder shall operate as a waiver
               thereof, nor shall any single or partial exercise of any such
               right, power or remedy preclude any other or further exercise
               thereof or the exercise of any other right, power or remedy. The
               remedies provided for herein are cumulative and are not


                                                                               7

               exclusive of any remedies that may be available to the parties
               hereto at law, in equity or otherwise.

         (ii)  Any amendment, supplement or modification of or to any provision
               of this Agreement, any waiver of any provision of this Agreement,
               and any consent to any departure by any party from the terms of
               any provision of this Agreement, shall be effective against a
               party to this Agreement only if it is made or given in writing
               and signed by such party.

         (c) Specific Performance. Each party hereto acknowledges that money
    damages would not be an adequate remedy in the event that any of the
    covenants or agreements in this Agreement are not performed in accordance
    with its terms, and it is therefore agreed that in addition to and without
    limiting any other remedy or right it may have, the non-breaching party will
    have the right to an injunction, temporary restraining order or other
    equitable relief in any court of competent jurisdiction enjoining any such
    breach and enforcing specifically the terms and provisions hereof.

         (d) Headings. The headings in this Agreement are for convenience of
    reference only and shall not limit or otherwise affect the meaning hereof.

         (e) Severability. Whenever possible, each provision of this Agreement
    shall be interpreted in such manner as to be effective and valid under
    applicable law, but if any provision of this Agreement is held to be
    invalid, illegal or unenforceable in any respect under any applicable law or
    rule in any jurisdiction, such invalidity, illegality or unenforceability
    shall not affect any other provision or any other jurisdiction, but this
    Agreement shall be reformed, construed and enforced in such jurisdiction as
    if such invalid, illegal or unenforceable provision had never been contained
    herein.

         (f) Entire Agreement. Except as otherwise expressly set forth herein,
    this Agreement together with the Stockholders Agreement and the Registration
    Rights Agreement embodies the complete agreement and understanding among the
    parties hereto with respect to the subject matter hereof and supersedes and
    preempts any prior understandings, agreements or representations by or among
    the parties, written or oral, that may have related to the subject matter
    hereof in any way.

         (g) Expenses. Each of the parties hereto shall bear its own expenses
    (including fees and disbursements of counsel, accountants and other experts)
    incurred by it in connection with the preparation, negotiation, execution,
    delivery and performance hereof, each of the other documents and instruments
    executed in connection herewith or contemplated hereby and the consummation
    of the transactions contemplated hereby and thereby.

         (h) GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL. THIS AGREEMENT
    SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
    NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN
    SUCH STATE. Any claim arising out of or relating to this


                                                                               8

    Agreement may be instituted in Federal or State court in the State of New
    York (unless personal or subject matter jurisdiction cannot be obtained
    therein), and each party agrees not to assert, by way of motion, as a
    defense or otherwise, in any such claim, that it is not subject personally
    to the jurisdiction of such court, that the claim is brought in an
    inconvenient forum, that the venue of the claim is improper or that this
    Agreement or the subject matter hereof may not be enforced in or by such
    court. Each party further irrevocably submits to the jurisdiction of such
    courts in any such claim. Any and all service of process and any other
    notice in any such claim shall be effective against any party if given
    personally or by registered or certified mail, return receipt requested, or
    by any other means of mail that requires a signed receipt, postage prepaid,
    mailed to such party as herein provided. Nothing herein contained shall be
    deemed to affect the right of any party to serve process in any manner
    permitted by law or to commence legal proceedings or otherwise against any
    other party in any other jurisdiction.

         (i) No Recourse. Notwithstanding anything else that may be expressed or
    implied in this Agreement, the Director Investor hereby covenants, agrees
    and acknowledges that no recourse under this Agreement or any documents or
    instruments delivered in connection with this Agreement or any of the
    transactions contemplated hereby shall be had against any current or future
    director, officer, employee, general or limited partner, member or Affiliate
    (including The Cypress Group L.L.C. and GS Capital Partners 2000, L.P.) of
    the Company or of any of the foregoing, whether by the enforcement of any
    assessment or by any legal or equitable proceeding, or by virtue of any
    statute, regulation or other applicable law, it being expressly agreed and
    acknowledged that no personal liability whatsoever shall attach to, be
    imposed on or otherwise be incurred by any current or future officer, agent
    or employee of the Company or any current or future stockholder of the
    Company or any current or future director, officer, employee, general or
    limited partner, member or Affiliate (including The Cypress Group L.L.C. and
    GS Capital Partners 2000, L.P.) of any of the foregoing, as such, for any
    obligation of the Company under this Agreement or any documents or
    instruments delivered in connection with this Agreement or any of the
    transactions contemplated hereby or for any claim based on, in respect of or
    by reason of such obligations of the Company or their creation.

         (j) Successors and Assigns. This Agreement shall be binding upon and
    inure to the benefit of the parties and their respective permitted
    successors and assigns, including Permitted Transferees (as defined in the
    Stockholders Agreement) of the Director Investor. Unless otherwise
    specifically provided for herein, this Agreement is not assignable.

         (k) Counterparts; Facsimile Signatures. This Agreement may be executed
    in any number of counterparts, each of which shall be an original, but all
    of which together shall constitute one instrument. This Agreement may be
    executed by facsimile signature(s).

                  [Remainder of page left intentionally blank]





         IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Agreement on the date first written above.


                                                 COOPER-STANDARD HOLDINGS INC.


                                                 By:
                                                     ---------------------------
                                                     Name:
                                                     Title:


                                                 -------------------------------
                                                 John C. Kennedy







                                                                       Exhibit A
                                                                       ---------

                              ASSUMPTION AGREEMENT
                              --------------------

         Pursuant to the Stockholders Agreement, dated as of December 23, 2004
(the "Stockholders Agreement"), by and among Cooper-Standard Holdings Inc.
(f/k/a CSA Acquisition Corp.), a Delaware corporation (the "Company"), and each
of the stockholders of the Company whose name appears on the signature pages
listed therein (each, a "Stockholder" and collectively, the "Stockholders"), and
the Registration Rights Agreement, dated as of December 23, 2004, by and among
the Company and the Stockholders, the undersigned hereby agrees that, having
been issued Common Stock and granted stock options to purchase shares of Common
Stock, the undersigned hereby agrees to be a party to the Stockholders Agreement
and the Registration Rights Agreement and agrees to be bound by the provisions
thereof (including with respect to shares of Common Stock issued or options
granted following the date hereof), in all cases having the status a Stockholder
who is a Director Stockholder . Such agreement shall become effective with
respect to any shares of Common Stock hereafter acquired by the undersigned by
exercise of options or otherwise. Capitalized terms used but not defined herein
shall have the meanings assigned to them in the Stockholders Agreement.

         IN WITNESS WHEREOF, the undersigned has executed this Assumption
Agreement as of __________ __, 2005.

                                              JOHN C. KENNEDY

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

                                              Address:
                                                       -------------------------

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

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

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

                                              Telecopy: (___) ___-____

Acknowledged by:

COOPER-STANDARD HOLDINGS INC.


By: ___________________________
    Name:
    Title:






                             SUBSCRIPTION AGREEMENT


                  SUBSCRIPTION AGREEMENT, dated as of _______________, 2005
(this "Agreement"), between Leo F. Mullin (the "Director Investor") and
Cooper-Standard Holdings Inc., a Delaware corporation (the "Company").

                  WHEREAS, on the terms and subject to the conditions set forth
below, the Director Investor desires to subscribe for and acquire from the
Company, and the Company desires to issue and sell to the Director Investor, the
number of shares of common stock, par value $0.01 per share (the "Common
Stock"), of the Company set forth herein.

                  NOW, THEREFORE, in consideration of the mutual promises and
agreements set forth herein, the adequacy of which are hereby acknowledged, the
parties hereto agree as follows:

                  1. Definitions. As used in this Agreement, the following terms
shall have the meanings set forth below:

                  "Affiliate" of any Person means any other Person directly or
         indirectly controlling, controlled by or under common control with such
         Person. The term "control" means, with respect to any Person, the power
         to direct or cause the direction of the management or policies of such
         Person, directly or indirectly, whether through the ownership of voting
         securities, by contract or otherwise; and the terms "controlling" and
         "controlled" have meanings correlative to the foregoing.

                  "Agreement" has the meaning set forth in the preamble hereto.

                  "Assumption Agreement" means the Assumption Agreement,
         substantially in the form of Exhibit A hereto

                  "Business Day" means any day other than a Saturday, Sunday or
         day on which commercial banks in New York, New York are authorized or
         required by law to remain closed.

                  "Closing" has the meaning set forth in Section 3 below.

                  "Closing Date" has the meaning set forth in Section 3 below.

                  "Common Stock" has the meaning set forth in the preamble
         hereto.

                  "Company" has the meaning set forth in the preamble hereto.

                  "Director Investor" has the meaning assigned to such term in
         the preamble hereto.

                  "Governmental Body" means any government or governmental or
         regulatory body thereof, or political subdivision thereof, of any
         country or subdivision thereof, whether international, supranational,
         national, federal, state or local, or any agency or


                                                                               2


         instrumentality thereof, or any court or regulatory (including a stock
         exchange or other self-regulatory body) authority or agency.

                  "Person" means any individual, corporation, limited liability
         company, limited or general partnership, joint venture, association,
         joint-stock company, trust, unincorporated organization, government or
         any agency or political subdivisions thereof or any group comprised of
         two or more of the foregoing.

                  "Purchase Price" has the meaning set forth in Section 2 below.

                  "Registration Rights Agreement" means the Registration Rights
         Agreement, dated as of December 23, 2004, by and among the Company and
         each of the stockholders of the Company whose name appears on the
         signature pages listed therein.

                  "Securities Act" means the Securities Act of 1933, as amended,
         and the rules and regulations promulgated thereunder.

                  "Stockholders Agreement" means the Stockholders Agreement,
         dated as of December 23, 2004, by and among the Company and each of the
         stockholders of the Company whose name appears on the signature pages
         listed therein.

                  2. Subscription for and Purchase of the Common Stock. Pursuant
to the terms and subject to the conditions set forth in this Agreement, the
Director Investor hereby subscribes for and agrees to purchase, and the Company
hereby agrees to issue and sell to the Director Investor, on or within 90 days
following the date hereof, up to 2,500 shares of Common Stock (the "Shares") at
a purchase price per share equal to $100 per share (the "Purchase Price"). For
purposes of this Agreement, the purchase price per share shall be subject to
adjustment for any stock dividends, combinations, splits or the like subsequent
to the date hereof and prior to the Closing.

                  3. The Closing. The closing (the "Closing") of the issuance
and sale of the Shares shall take place on a mutually agreed upon date (the
"Closing Date ") on or within 90 days following the date hereof. The Closing
shall occur at the main offices of the Company, unless an alternative location
is mutually agreed upon. At the Closing, the following shall occur:

                  (a) the Director Investor shall deliver to the Company the
         Purchase Price payable by delivery to the Company of such amount by
         wire transfer of immediately available funds or a certified check
         payable to the Company as consideration for the Shares to be issued
         hereunder; and

                  (b) the Company shall duly issue the Shares to be received by
         the Director Investor pursuant to Section 2, and shall deliver to the
         Director Investor stock certificates representing the Shares purchased
         by the Director Investor.

                  4. Stockholders Agreement and Registration Rights Agreement.
On the Closing Date, the Director Investor shall execute and deliver the
Assumption Agreement. The Shares will be issued subject to the rights and
restrictions set forth in the Assumption Agreement and the Stockholders
Agreement and the Registration Rights Agreement, as set forth therein.

                                                                               3


                  5. Representations and Warranties of the Company. The Company
represents and warrants to the Director Investor as follows:

                  (a) (i) the Company is a corporation duly incorporated,
         validly existing and in good standing under the laws of the State of
         Delaware and has full corporate power and authority to execute and
         deliver this Agreement and to perform its obligations hereunder, and
         (ii) this Agreement has been duly authorized, executed and delivered by
         the Company and is valid, binding and enforceable against the Company
         in accordance with its terms;

                  (b) the Shares to be issued to the Director Investor pursuant
         to this Agreement, when issued and delivered in accordance with the
         terms hereof, will be duly and validly issued and, upon receipt by the
         Company of the Purchase Price therefor, will be fully paid and
         nonassessable with no personal liability attached to the ownership
         thereof and will not be subject to any preemptive rights and
         restrictions on transfer other than under applicable securities laws,
         the terms of this Agreement or the Stockholders Agreement;

                  (c) the execution, delivery and performance by the Company of
         this Agreement will not (i) conflict with the certificate of
         incorporation or by-laws of the Company, (ii) result in any material
         breach of any terms or provisions of, or constitute a material default
         under, any material contract, agreement or instrument to which the
         Company is a party or by which the Company is bound, (iii) violate any
         United States federal or state law, rule or regulation applicable to
         the Company or (iv) require any consent, waiver, approval, order,
         permit or authorization of, or declaration or filing with, or
         notification or report to, any Governmental Body; and

                  (d) the transactions contemplated by this Agreement do not
         violate any "blue sky" or other securities law of any jurisdiction or
         require the Company to file a registration statement with the SEC or
         apply to qualify any securities under the "blue sky" or other
         securities law of any jurisdiction.

                  6. Representations and Warranties of the Director Investor.
The Director Investor represents and warrants to the Company as follows:

                  (a) (i)(x) the Director Investor is over 21 years of age, (y)
         the address set forth in Section 9(a)(2) hereof is the true and correct
         address and residence of the Director Investor, and (z) the Director
         Investor has no current intention of becoming a resident of any other
         state or jurisdiction in the foreseeable future and (ii) this Agreement
         has been, duly authorized, executed and delivered by the Director
         Investor and is valid, binding and enforceable against the Director
         Investor in accordance with its terms;

                  (b) the execution, delivery and performance by the Director
         Investor of this Agreement will not (i) result in any material breach
         of any terms or provisions of, or constitute a material default under,
         any material contract, agreement or instrument to which the Director
         Investor is a party or by which the Director Investor is bound, (ii)
         violate any United States federal or state law, rule or regulation
         applicable to the Director Investor or (iii) except as set forth on
         Schedule 6(b), require any consent,


                                                                               4


         waiver, approval, order, permit or authorization of, or declaration or
         filing with, or notification or report to, any Governmental Body;

                  (c) the Director Investor is acquiring the Shares for
         investment solely for investment for its own account and not with a
         view to, or for sale in connection with, the distribution or other
         disposition thereof;

                  (d) the Director Investor has been advised by the Company
         that:

                           (i)      the offer and sale of the Shares have not
                                    been registered under the Securities Act;

                           (ii)     there is no established market for the
                                    Shares and it is not anticipated that there
                                    will be any public market for the Shares in
                                    the foreseeable future;

                           (iii)    Rule 144 promulgated under the Securities
                                    Act is not presently available with respect
                                    to the sale of any securities of the
                                    Company;

                           (iv)     when and if shares of the Shares may be
                                    disposed of without registration under the
                                    Securities Act in reliance on Rule 144, such
                                    disposition can be made only in limited
                                    amounts in accordance with the terms and
                                    conditions of Rule 144;

                           (v)      if the Rule 144 exemption is not available,
                                    the offer or sale of the Shares without
                                    registration will require compliance with
                                    some other exemption under the Securities
                                    Act;

                           (vi)     a restrictive legend in the form heretofore
                                    set forth in the Stockholders Agreement
                                    shall be placed on the certificates
                                    representing the Shares; and

                           (vii)    a notation shall be made in the appropriate
                                    records of the Company indicating that the
                                    Shares are subject to restrictions on
                                    transfer and, if the Company should at some
                                    time in the future engage the services of a
                                    securities transfer agent, appropriate
                                    stop-transfer instructions will be issued to
                                    such transfer agent with respect to the
                                    Shares.

                  (e) (i) the Director Investor's financial situation is such
         that it can afford to bear the economic risk of holding the Shares for
         an indefinite period of time, has adequate means for providing for its
         current needs and personal contingencies, and can afford to suffer a
         complete loss of its investment in the Shares; (ii) the Director
         Investor's knowledge and experience in financial and business matters
         are such that it is capable of evaluating the merits and risks of the
         investment in the Shares; (iii) the Director Investor understands that
         the Shares are a speculative investment which involves a high degree of
         risk of loss of its investment therein, there are substantial
         restrictions on the transferability of the Shares, and, on the Closing
         Date and for an indefinite period


                                                                               5


         following the Closing, there will be no public market for the Shares
         and, accordingly, it may not be possible for the Director Investor to
         liquidate its investment in case of emergency or otherwise; (iv) the
         Director Investor understands and has taken cognizance of all the risk
         factors related to the purchase of the Shares, and, other than as set
         forth in this Agreement, no representations or warranties have been
         made to the Director Investor or its representatives concerning the
         Shares or the Company or their prospects or other matters; (v) the
         Director Investor has been given the opportunity to examine all
         documents and to ask questions of, and to receive answers from, the
         Company and its representatives concerning the Company and its
         subsidiaries and the terms and conditions of the purchase of the Shares
         and to obtain all additional information which the Director Investor or
         its representatives deems necessary; (vi) in making its decision to
         purchase the Shares hereby subscribed for, the Director Investor has
         relied upon independent investigations made by it and, to the extent
         believed by it to be appropriate, its representatives, including its
         own professional, financial, tax and other advisors; and (vii) the
         Director Investor is an "accredited investor" within the meaning of
         Rule 501 of Regulation D under the Securities Act.

                  (f) The Director Investor has an understanding of the Company
         and its business. The Director Investor has been given the opportunity
         to obtain any additional information or documents (and to ask questions
         and receive answers about such information and documents) about the
         Company and its business which the Director Investor deems necessary to
         evaluate the merits and risks related to its investment in the shares
         of Common Stock.

                  7. Covenants of the Company and the Director Investor.

                  (a) Further Assurances. Each of the parties shall, and shall
         cause their respective Affiliates under their control to, execute such
         instruments and take such action as may be reasonably required or
         desirable to carry out the provisions hereof and the transactions
         contemplated hereby.

                  8. Condition Precedent to Closing. The obligations of the
Company and the Director Investor to consummate the Closing are subject to the
satisfaction or written waiver by both the Company and the Director Investor on
or prior to the Closing Date of the following condition:

                  (i)      no laws shall have been adopted or promulgated, and
                           no temporary restraining order, preliminary or
                           permanent injunction or other order issued by a court
                           or other Governmental Body of competent jurisdiction
                           shall be in effect, having the effect of making the
                           purchase of the Shares by the Director Investor and
                           the other transactions contemplated hereby illegal or
                           otherwise prohibiting consummation thereof.

                  9. Miscellaneous.

                  (a) Notices. All notices and other communications required or
         permitted hereunder shall be in writing and shall be deemed effectively
         given: (a) upon personal


                                                                               6


         delivery to the party to be notified; (b) when sent by confirmed
         facsimile if sent during normal business hours of the recipient, if
         not, then on the next Business Day, provided that a copy of such notice
         is also sent via nationally recognized overnight courier, specifying
         next day delivery, with written verification of receipt; (c) five (5)
         days after having been sent by registered or certified mail, return
         receipt requested, postage prepaid; or (d) one (1) Business Day after
         deposit with a nationally recognized overnight courier, specifying next
         day delivery, with written verification of receipt. All communications
         shall be sent to such party's address as set forth below or at such
         other address as the party shall have furnished to each other party in
         writing in accordance with this provision:

                  (1) If to the Company:

                  Cooper-Standard Holdings Inc.
                  c/o   Cooper-Standard Automotive Inc.
                  39550 Orchard Hill Place Drive
                  Novi, MI 48375
                  Attn:   General Counsel
                  Telecopy:  (248) 596-6535

                  with a copy to:

                  Simpson Thacher & Bartlett LLP
                  425 Lexington Avenue
                  New York, New York  10017
                  Attn:    William E. Curbow
                  Telecopy: (212) 455-2502

                  (2) If to the Director Investor:

                  Leo F. Mullin
                  710 Fairfield Rd., N.W.
                  Atlanta, GA  30327
                  Telecopy:  (404) 949-0520

                  Any party may, by notice given in accordance with this Section
9(a), designate another address or person for receipt of notices hereunder.

                  (b) Amendment and Waiver.

                  (i)      No failure or delay on the part of any party hereto
                           in exercising any right, power or remedy hereunder
                           shall operate as a waiver thereof, nor shall any
                           single or partial exercise of any such right, power
                           or remedy preclude any other or further exercise
                           thereof or the exercise of any other right, power or
                           remedy. The remedies provided for herein are
                           cumulative and are not exclusive of any remedies that
                           may be available to the parties hereto at law, in
                           equity or otherwise.

                                                                               7


                  (ii)     Any amendment, supplement or modification of or to
                           any provision of this Agreement, any waiver of any
                           provision of this Agreement, and any consent to any
                           departure by any party from the terms of any
                           provision of this Agreement, shall be effective
                           against a party to this Agreement only if it is made
                           or given in writing and signed by such party.

                  (c) Specific Performance. Each party hereto acknowledges that
         money damages would not be an adequate remedy in the event that any of
         the covenants or agreements in this Agreement are not performed in
         accordance with its terms, and it is therefore agreed that in addition
         to and without limiting any other remedy or right it may have, the
         non-breaching party will have the right to an injunction, temporary
         restraining order or other equitable relief in any court of competent
         jurisdiction enjoining any such breach and enforcing specifically the
         terms and provisions hereof.

                  (d) Headings. The headings in this Agreement are for
         convenience of reference only and shall not limit or otherwise affect
         the meaning hereof.

                  (e) Severability. Whenever possible, each provision of this
         Agreement shall be interpreted in such manner as to be effective and
         valid under applicable law, but if any provision of this Agreement is
         held to be invalid, illegal or unenforceable in any respect under any
         applicable law or rule in any jurisdiction, such invalidity, illegality
         or unenforceability shall not affect any other provision or any other
         jurisdiction, but this Agreement shall be reformed, construed and
         enforced in such jurisdiction as if such invalid, illegal or
         unenforceable provision had never been contained herein.

                  (f) Entire Agreement. Except as otherwise expressly set forth
         herein, this Agreement together with the Stockholders Agreement and the
         Registration Rights Agreement embodies the complete agreement and
         understanding among the parties hereto with respect to the subject
         matter hereof and supersedes and preempts any prior understandings,
         agreements or representations by or among the parties, written or oral,
         that may have related to the subject matter hereof in any way.

                  (g) Expenses. Each of the parties hereto shall bear its own
         expenses (including fees and disbursements of counsel, accountants and
         other experts) incurred by it in connection with the preparation,
         negotiation, execution, delivery and performance hereof, each of the
         other documents and instruments executed in connection herewith or
         contemplated hereby and the consummation of the transactions
         contemplated hereby and thereby.

                  (h) GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL. THIS
         AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
         OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
         PERFORMED ENTIRELY WITHIN SUCH STATE. Any claim arising out of or
         relating to this Agreement may be instituted in Federal or State court
         in the State of New York (unless personal or subject matter
         jurisdiction cannot be obtained therein), and each party agrees not to
         assert, by way of motion, as a defense or otherwise, in any such claim,
         that it is not


                                                                               8


         subject personally to the jurisdiction of such court, that the claim is
         brought in an inconvenient forum, that the venue of the claim is
         improper or that this Agreement or the subject matter hereof may not be
         enforced in or by such court. Each party further irrevocably submits to
         the jurisdiction of such courts in any such claim. Any and all service
         of process and any other notice in any such claim shall be effective
         against any party if given personally or by registered or certified
         mail, return receipt requested, or by any other means of mail that
         requires a signed receipt, postage prepaid, mailed to such party as
         herein provided. Nothing herein contained shall be deemed to affect the
         right of any party to serve process in any manner permitted by law or
         to commence legal proceedings or otherwise against any other party in
         any other jurisdiction.

                  (i) No Recourse. Notwithstanding anything else that may be
         expressed or implied in this Agreement, the Director Investor hereby
         covenants, agrees and acknowledges that no recourse under this
         Agreement or any documents or instruments delivered in connection with
         this Agreement or any of the transactions contemplated hereby shall be
         had against any current or future director, officer, employee, general
         or limited partner, member or Affiliate (including The Cypress Group
         L.L.C. and GS Capital Partners 2000, L.P.) of the Company or of any of
         the foregoing, whether by the enforcement of any assessment or by any
         legal or equitable proceeding, or by virtue of any statute, regulation
         or other applicable law, it being expressly agreed and acknowledged
         that no personal liability whatsoever shall attach to, be imposed on or
         otherwise be incurred by any current or future officer, agent or
         employee of the Company or any current or future stockholder of the
         Company or any current or future director, officer, employee, general
         or limited partner, member or Affiliate (including The Cypress Group
         L.L.C. and GS Capital Partners 2000, L.P.) of any of the foregoing, as
         such, for any obligation of the Company under this Agreement or any
         documents or instruments delivered in connection with this Agreement or
         any of the transactions contemplated hereby or for any claim based on,
         in respect of or by reason of such obligations of the Company or their
         creation.

                  (j) Successors and Assigns. This Agreement shall be binding
         upon and inure to the benefit of the parties and their respective
         permitted successors and assigns, including Permitted Transferees (as
         defined in the Stockholders Agreement) of the Director Investor. Unless
         otherwise specifically provided for herein, this Agreement is not
         assignable.

                  (k) Counterparts; Facsimile Signatures. This Agreement may be
         executed in any number of counterparts, each of which shall be an
         original, but all of which together shall constitute one instrument.
         This Agreement may be executed by facsimile signature(s).

                  [Remainder of page left intentionally blank]






                  IN WITNESS WHEREOF, the undersigned have executed, or have
caused to be executed, this Agreement on the date first written above.


                                         COOPER-STANDARD HOLDINGS INC.


                                         By:
                                            ------------------------------
                                            Name:
                                            Title:



                                         ---------------------------------
                                         Leo F. Mullin










                                                                       Exhibit A

                              ASSUMPTION AGREEMENT

                  Pursuant to the Stockholders Agreement, dated as of December
23, 2004 (the "Stockholders Agreement"), by and among Cooper-Standard Holdings
Inc. (f/k/a CSA Acquisition Corp.), a Delaware corporation (the "Company"), and
each of the stockholders of the Company whose name appears on the signature
pages listed therein (each, a "Stockholder" and collectively, the
"Stockholders"), and the Registration Rights Agreement, dated as of December 23,
2004, by and among the Company and the Stockholders, the undersigned hereby
agrees that, having been issued Common Stock and granted stock options to
purchase shares of Common Stock, the undersigned hereby agrees to be a party to
the Stockholders Agreement and the Registration Rights Agreement and agrees to
be bound by the provisions thereof (including with respect to shares of Common
Stock issued or options granted following the date hereof), in all cases having
the status a Stockholder who is a Director Stockholder . Such agreement shall
become effective with respect to any shares of Common Stock hereafter acquired
by the undersigned by exercise of options or otherwise. Capitalized terms used
but not defined herein shall have the meanings assigned to them in the
Stockholders Agreement.

                  IN WITNESS WHEREOF, the undersigned has executed this
Assumption Agreement as of __________ __, 2005.

                                          LEO F. MULLIN

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

                                          Address:
                                                  --------------------------

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

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

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

                                          Telecopy: (___) ___-____

Acknowledged by:

COOPER-STANDARD HOLDINGS INC.


By:
   --------------------------
     Name:
     Title:






                 2004 CSA ACQUISITION CORP. STOCK INCENTIVE PLAN

                       NONQUALIFIED STOCK OPTION AGREEMENT

                            (OUTSIDE DIRECTOR AWARD)


                  THIS AGREEMENT (the "Agreement"), is made effective as of the
__ day of _________, 2005, (hereinafter called the "Date of Grant"), between
Cooper-Standard Holdings Inc. (f/k/a CSA Acquisition Corp.), a Delaware
corporation (hereinafter called the "Company"), and the individual whose name is
set forth on the signature page hereof (hereinafter called the "Participant"):

                                R E C I T A L S:

                  WHEREAS, the Company has adopted the 2004 CSA Acquisition
Corp. Stock Incentive Plan (the "Plan"), which Plan is incorporated herein by
reference and made a part of this Agreement. Capitalized terms not otherwise
defined herein shall have the same meanings as in the Plan; and

                  WHEREAS, the Committee has determined that it would be in the
best interests of the Company and its shareholders to grant the options provided
for herein (the "Options") to the Participant pursuant to the Plan and the terms
set forth herein.

                  NOW THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties agree as follows:

           1.     Definitions. Whenever the following terms are used in this
Agreement, they shall have the meaning specified below unless the context
clearly indicates to the contrary.

                  (a) "Cause" shall mean (i) the Participant's willful failure
to perform duties or directives which is not cured following written notice,
(ii) the Participant's commission of a (x) felony or (y) crime involving moral
turpitude, (iii) the Participant's willful malfeasance or misconduct which is
demonstrably injurious to the Company or its Affiliate, or (iv) material breach
by the Participant of any restrictive covenants including, without limitation,
any non-compete, non-solicitation or confidentiality provisions, to which the
Participant is bound.

                  (b) "Disability" shall mean the Participant becomes physically
or mentally incapacitated and is therefore unable for a period of six (6)
consecutive months or for an aggregate of nine (9) months in any twenty-four
(24) consecutive month period to perform the Participant's duties (such
incapacity is hereinafter referred to as "Disability"). Any question as to the
existence of the Disability of the Participant as to which the Participant and
the Company cannot agree shall be determined in writing by a qualified
independent physician mutually acceptable to the Participant and the Company. If
the Participant and the Company cannot agree as to a qualified independent
physician, each shall appoint such a physician and those two physicians shall
select a third who shall make such determination in writing. The determination
of Disability made in writing to the Company and the Participant shall be final
and conclusive for all purposes of the Agreement.

                  (c) "Option" shall have the meaning specified in Section 2.

                                                                               2


                  (d) "Stockholders Agreement" shall mean the Stockholders
Agreement dated as of December 23, 2004 by and among the Company, Cypress
Merchant Banking Partners II L.P., Cypress Merchant Banking II C.V., 55th Street
Partners II L.P., Cypress Side-By-Side LLC, GS Capital Partners 2000, L.P., GS
Capital Partners 2000 Offshore, L.P., GS Capital Partners 2000 GmbH & Co.
Beteiligungs KG, GS Capital Partners 2000 Employee Fund, L.P. and Goldman Sachs
Direct Investment Fund 2000, L.P. and the persons listed on Annex I thereto.

           2.     Grant of the Options. The Company hereby grants to the
Participant the right and option to purchase, on the terms and conditions
hereinafter set forth and subject to adjustment as set forth in the Plan, an
option (the "Option") to purchase any part or all of an aggregate _______Shares.
The purchase price of the Shares subject to the Option shall be $100.00 per
Share (the "Option Price"). The Option is intended to be a non-qualified stock
option, and is not intended to be treated as an option that complies with
Section 422 of the Internal Revenue Code of 1986, as amended.

           3.     Vesting.

                  (a) Subject to Section 4(a) and to the Participant's continued
Employment with the Company or its Affiliate, the Option shall vest and become
exercisable with respect to twenty percent (20%) of the Shares initially covered
by the Option on each of the first, second, third, fourth and fifth
anniversaries of the Date of Grant.

                  (b) Notwithstanding the foregoing, in the event of a Change of
Control while the Participant remains in Employment with the Company or its
Affiliate, the Option shall, to the extent outstanding and unvested, immediately
become fully vested and exercisable.

                  (c) At any time, the portion of an Option that has become
vested and exercisable as described above (or pursuant to Section 3(d) below) is
hereinafter referred to as the "Vested Portion".

                  (d) If the Participant's Employment with the Company and its
Affiliates is terminated for any reason, the Options shall, to the extent not
then vested, be canceled by the Company without consideration and the Vested
Portion of the Options shall remain exercisable for the period set forth in
Section 4(a); provided that in the event of the termination of the Participant's
Employment by the Company or its Affiliate without Cause or in the event of a
termination of the Participant's Employment due to death or Disability, the
Participant shall be deemed vested in any Shares subject to the Option that
would otherwise have vested in the calendar year in which such termination of
Employment occurs.

           4.     Exercise of Option.

                  (a) Period of Exercise. Subject to the provisions of the Plan
and this Agreement, the Participant may exercise all or any part of the Vested
Portion of the Option at any time prior to the earliest to occur of:

                      (i)   the tenth anniversary of the Date of Grant;

                                                                               3


                      (ii)  the first anniversary of the date of the
Participant's termination of Employment due to death or Disability,

                      (iii) 90 days following the date of the Participant's
termination of Employment by the Company and its Affiliates without Cause (other
than due to the Participant's death or Disability) or due to the Participant's
resignation; and

                      (iv)  the date of the Participant's termination of
Employment by the Company and its Affiliates for Cause.

                  (b) Method of Exercise.

                      (i) Subject to Section 4(a), the Vested Portion of an
Option may be exercised by delivering to the Company at its principal office
written notice of intent to so exercise; provided that, an Option may be
exercised with respect to whole Shares only. Such notice shall specify the
number of Shares for which the Option is being exercised and shall be
accompanied by payment in full of the Option Price. The payment of the Option
Price may be made at the election of the Participant (i) in cash or its
equivalent (e.g., by check), (ii) to the extent permitted by the Committee, in
Shares having a Fair Market Value equal to the aggregate Option Price for the
Shares being purchased and satisfying such other requirements as may be imposed
by the Committee; provided, that such Shares have been held by the Participant
for no less than six months (or such other period as established from time to
time by the Committee in order to avoid adverse accounting treatment applying
generally accepted accounting principles), (iii) partly in cash and, to the
extent permitted by the Committee, partly in such Shares or (iv) if there is a
public market for the Shares at such time, through the delivery of irrevocable
instructions to a broker to sell Shares obtained upon the exercise of an Option
and to deliver promptly to the Company an amount out of the proceeds of such
sale equal to the aggregate option price for the Shares being purchased. No
Participant shall have any rights to dividends or other rights of a stockholder
with respect to Shares subject to an Option until the Participant has given
written notice of exercise of the Option, paid in full for such Shares and, if
applicable, has satisfied any other conditions imposed by the Committee pursuant
to the Plan.

                      (ii) Notwithstanding any other provision of the Plan or
this Agreement to the contrary, the Options may not be exercised prior to the
completion of any registration or qualification of the Options or the Shares
under applicable state and federal securities or other laws, or under any ruling
or regulation of any governmental body or national securities exchange that the
Committee shall in its sole discretion determine to be necessary or advisable.

                      (iii) Upon the Company's determination that an Option has
been validly exercised as to any of the Shares, the Company shall issue
certificates in the Participant's name for such Shares. However, the Company
shall not be liable to the Participant for damages relating to any delays in
issuing the certificates to him, any loss of the certificates, or any mistakes
or errors in the issuance of the certificates or in the


                                                                               4


certificates themselves; provided that the Company shall correct any such errors
caused by it.

                      (iv) Subject to Section 7, in the event of the
Participant's death, the Vested Portion of the Options shall remain exercisable
by the Participant's executor or administrator, or the person or persons to whom
the Participant's rights under this Agreement shall pass by will or by the laws
of descent and distribution as the case may be, to the extent set forth in
Section 4(a). Any heir or legatee of the Participant shall take rights herein
granted subject to the terms and conditions hereof.

                      (v) As a condition to exercising an Option, the
Participant shall become a party to the Stockholders Agreement, and the Shares
acquired upon exercise of the Options shall be subject thereto.

           5. No Right to Continued Employment. The granting of the Options
evidenced hereby and this Agreement shall impose no obligation on the Company or
any of its Affiliates to continue the Employment of the Participant and shall
not lessen or affect the Company's or its Affiliate's right to terminate the
Employment of such Participant.

           6. Legend on Certificates. The certificates representing the Shares
purchased by exercise of the Options shall be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable under the Plan
or the rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which such Shares are listed, and any
applicable Federal or state laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to such
restrictions, including reference to the fact that all Shares acquired hereunder
shall be subject to the terms of the Stockholders Agreement.

           7. Transferability. The Options may not be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by the
Participant otherwise than by will or by the laws of descent and distribution,
and any such purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance shall be void and unenforceable against the Company or
any Affiliate; provided that the designation of a beneficiary shall not
constitute an assignment, alienation, pledge, attachment, sale, transfer or
encumbrance. No such permitted transfer of an Option to heirs or legatees of the
Participant shall be effective to bind the Company unless the Committee shall
have been furnished with written notice thereof and a copy of such evidence as
the Committee may deem necessary to establish the validity of the transfer and
the acceptance by the transferee or transferees of the terms and conditions
hereof. During the Participant's lifetime, the Options are exercisable only by
the Participant.

           8. Withholding. The Participant may be required to pay to the Company
or any Affiliate and the Company and its Affiliates shall have the right and are
hereby authorized to withhold, any applicable withholding taxes in respect of
the Options, their exercise or any payment or transfer under or with respect to
the Options and to take such other action as may be necessary in the opinion of
the Committee to satisfy all obligations for the payment of such withholding
taxes.

                                                                               5


           9. Securities Laws. Upon the acquisition of any Shares pursuant to
the exercise of the Options, the Participant will make or enter into such
written representations, warranties and agreements as the Committee may
reasonably request in order to comply with applicable securities laws or with
this Agreement.

           10. Notices. Any notice necessary under this Agreement shall be
addressed to the Company in care of its Secretary at the principal executive
office of the Company and to the Participant at the address appearing in the
personnel records of the Company for the Participant or to either party at such
other address as either party hereto may hereafter designate in writing to the
other. Any such notice shall be deemed effective upon receipt thereof by the
addressee.

           11. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAWS.

           12. Option Subject to Plan and Stockholders Agreement. By entering
into this Agreement the Participant agrees and acknowledges that the Participant
has received and read a copy of the Plan and the Stockholders Agreement. The
Option is subject to the Plan and the Stockholders Agreement. The terms and
provisions of the Plan and the Stockholders Agreement as they may be amended
from time to time are hereby incorporated herein by reference. In the event of a
conflict between any term or provision contained herein and a term or provision
of the Plan or the Stockholders Agreement, the applicable terms and provisions
of the Plan or the Stockholders Agreement, as applicable, will govern and
prevail. In the event of a conflict between any term or provision of the Plan
and any term or provision of the Stockholders Agreement, the applicable terms
and provisions of the Stockholders Agreement will govern and prevail.

           13. Signature in Counterparts. This Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

                                                                               6



           IN WITNESS WHEREOF, the parties hereto have executed this Agreement.


                                               COOPER-STANDARD HOLDINGS INC.

                                               By: _____________________________
                                                   Name:
                                                   Title:



Agreed and acknowledged as
of the date first above written:


- -------------------------------------
Participant:

Appendix A

                 2004 CSA ACQUISITION CORP. STOCK INCENTIVE PLAN
                            [Form of] Exercise Notice

Cooper-Standard Holdings Inc.
c/o Cooper-Standard Automotive Inc.
39550 Orchard Hill Place Drive
Novi, MI 48375
Attention:  Secretary

                  1. Exercise of Option. Effective as of today, ___________,
20__, the undersigned (the "Participant") hereby elects to exercise the
Participant's vested Option to purchase ___________ Shares (a number of whole
shares) pursuant to the Nonqualified Stock Option Agreement, entered into by and
between the Participant and Cooper-Standard Holdings Inc. (f/k/a CSA Acquisition
Corp.) dated __________ __, 2005 (the "Agreement"), and the 2004 CSA Acquisition
Corp. Stock Incentive Plan (the "Plan"). Capitalized terms not otherwise defined
herein shall have the same meanings as in the Plan and the Agreement.

                  2. Delivery of Purchase Price. The purchase price shall be
paid in accordance with Section 4(b)(i) of the Agreement using the following
method: ________. Subject to the foregoing sentence and Section 4(b)(i) of the
Agreement, to the extent applicable, the Participant herewith delivers to the
Company $________, which represents the aggregate Option Price of the Shares to
be purchased pursuant to this Exercise Notice (which aggregate Option Price is
equal to the product of (a) the number of Shares to be purchased pursuant to
this Exercise Notice, multiplied by (b) the per Share Option Price of $100.00,
as set forth in the Agreement).

                  3. Representations of the Participant. The Participant
acknowledges that the Participant has received and read a copy of the Plan and
the Agreement and agrees to abide by and be bound by their terms and conditions,
including, without limitation, the execution of any collateral agreements. As a
condition to this exercise of an Option, the Participant shall become a party to
the Stockholders Agreement, and the Shares acquired upon exercise of the Option
shall be subject thereto.

                  4. Successors and Assigns. This Exercise Notice shall be
binding on all successors and assigns of the Company and the Participant,
including without limitation, the estate of such Participant and the executor,
administrator or trustee of such estate, or any receiver or trustee in
bankruptcy or representative of the Participant's creditors.

                  5. Entire Agreement. The Plan and Agreement are incorporated
herein by reference. This Exercise Notice, the Plan and the Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof.

                  Submitted by:
                  PARTICIPANT:

                  By:  ___________________________
                  Print Name:_____________________
                  Address:________________________





                                AMENDMENT TO THE

                           2004 CSA ACQUISITION CORP.

                              STOCK INCENTIVE PLAN

                           (EFFECTIVE AUGUST 5, 2005)

                  WHEREAS, Cooper-Standard Holdings, Inc. (f/k/a CSA Acquisition
Corp.), a Delaware corporation (the "Company"), previously established the 2004
CSA Acquisition Corp. Stock Incentive Plan (the "Plan");

                  WHEREAS, pursuant to Section 12 of the Plan, the Board of
Directors of the Company has determined that it is in the best interests of the
Company to amend the Plan as set forth below; and

                  WHEREAS, pursuant to Section 12 of the Plan, the shareholders
of the Company have approved the amendment to the Plan as set forth below.

                  NOW, THERETOFORE, the Plan shall be amended as set forth
below:

                  1. The first sentence of Section 3 shall be amended to read
in its entirety as follows:

                  "The total number of Shares which may be issued under the
Plan is 228,615."