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

LARIZZA INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per 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.:

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(3) Filing party:

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(4) Date filed:

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[LOGO]

LARIZZA INDUSTRIES, INC.
201 West Big Beaver Road
Suite 1040
Troy, Michigan 48084
(810) 689-5800

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of
Larizza Industries, Inc. (the "Company") to be held at its corporate
headquarters located at 201 West Big Beaver Road, Suite 1040, Troy, Michigan
48084, on May 30, 1995 at 10:00 A.M. The official Notice of the Annual Meeting,
Proxy Statement and form of proxy are enclosed with this letter.

The only proposal to be acted upon at the Meeting is the election of a
Board of six directors. The Board of Directors unanimously recommends a vote for
the Company's nominees.

We will appreciate the prompt return of your signed proxy.

On behalf of the Board of Directors and management of the Company, thank
you for your cooperation and continued support.

Sincerely,

RONALD T. LARIZZA
President and Chief
Executive Officer

April 17, 1995
3

LARIZZA INDUSTRIES, INC.
201 West Big Beaver Road
Suite 1040
Troy, Michigan 48084
(810) 689-5800

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 30, 1995

To the Shareholders of Larizza Industries, Inc.:

The Annual Meeting of Shareholders of Larizza Industries, Inc. (the
"Company"), an Ohio corporation, will be held at its corporate headquarters
located at 201 West Big Beaver Road, Suite 1040, Troy, Michigan 48084, on May
30, 1995 at 10:00 A.M., Eastern Daylight Time, for the following purposes:

1. To elect a Board of six directors;

2. To transact such other business as may properly come before the
meeting or any adjournment thereof.

Shareholders of record at the close of business on April 7, 1995 will be
entitled to vote at the Annual Meeting and at any adjournment thereof.

All shareholders are cordially invited to attend the Annual Meeting.
However, the Company urges you to assure your representation at the Annual
Meeting by signing and returning the enclosed proxy in the postage prepaid
envelope provided as promptly as possible. The giving of this proxy does not
affect your right to vote in person if you attend the Annual Meeting.

BY ORDER OF THE BOARD OF
DIRECTORS

RONALD T. LARIZZA
President and Chief
Executive Officer

April 17, 1995
4

LARIZZA INDUSTRIES, INC.
201 West Big Beaver Road
Suite 1040
Troy, Michigan 48084
(810) 689-5800

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

MAY 30, 1995

GENERAL INFORMATION

This Proxy Statement is being furnished in connection with the
solicitation of proxies by and on behalf of the Board of Directors of Larizza
Industries, Inc. (the "Company") for use at the Annual Meeting of Shareholders
to be held at the Company's corporate offices, at 201 West Big Beaver Road,
Suite 1040, Troy, Michigan 48084, on Tuesday, May 30, 1995 at 10:00 A.M.
Eastern Daylight Time or any adjournment thereof (the "Meeting") for the
purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders. This Proxy Statement and the accompanying form of proxy are
being mailed on or about April 17, 1995 to shareholders of record at the close
of business on April 7, 1995. The Company's Annual Report for the year ended
December 31, 1994 was previously mailed to shareholders or accompanies this
Proxy Statement. The Company will pay the cost of soliciting proxies,
including expenses for preparing and mailing proxy solicitation materials. In
addition to use of the mails, proxies may be solicited by certain officers,
directors and regular employees of the Company, without extra compensation, by
telephone, telegraph or personal interview.

VOTING, PROXIES AND REVOCABILITY

Shareholders of record at the close of business on April 7, 1995 are
entitled to one vote on each matter for each share of the Company's common
stock, no par value, held. As of the close of business on April 7, 1995 the
Company had 22,088,107 shares of its common stock outstanding.

A majority, or 11,044,054 shares of the Company's common stock, must be
represented at the Meeting in person or by proxy in order to constitute a
quorum for the transaction of business.

Proxies in the enclosed form which are returned in time for the Meeting
and executed in accordance with the instructions thereon will be voted as
specified therein. If no specification is made, the proxies will be voted FOR
the election as directors of the nominees listed below.

Ronald T. Larizza, the Company's President and Chief Executive Officer,
currently has voting control over 50.6% of the Company's outstanding common
stock as of April 7, 1995. Mr. Larizza intends to attend the Meeting and vote
these shares FOR the election as directors of the nominees listed below; thus,
a quorum and election of the Company's nominees at the Meeting are assured.

A shareholder giving a proxy has the power to revoke it at any time
before it is exercised by filing with the Secretary of the Company at the
Company's principal executive offices, 201 West Big Beaver Road, Troy, Michigan
48084, either an instrument revoking the proxy or a duly executed proxy bearing
a later date. A proxy will be revoked automatically if the shareholder who
executed it is present at the Meeting and votes in person.

The Meeting may be adjourned, and additional proxies solicited, if at
the time of the Meeting the votes necessary to approve the proposed action have
not been obtained. Any adjournment of the Meeting will require the affirmative
vote of a majority of the common stock represented at the Meeting, in person or
by proxy, even if less than a quorum.

THE MANAGEMENT AND THE BOARD OF DIRECTORS OF THE COMPANY RECOMMEND A
VOTE FOR THE ELECTION OF THE COMPANY'S NOMINEES TO THE BOARD OF DIRECTORS.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of April 7, 1995,
regarding the beneficial ownership of the Company's common stock by each
nominee to serve as a director of the Company, each person known to the Company
to own beneficially more than 5% of the Company's outstanding common stock,
each executive officer of the Company named in the Summary Compensation Table
below and all nominees to serve as directors and executive officers as a group:

Percent of
Name of Number of Shares Outstanding
Beneficial Owner Beneficially Owned Common Stock
----------------- ------------------ ------------

Ronald T. Larizza (1) . . . . . . . . . . . . . . . . . . . . . . 11,183,083 (2)(3) 50.6%
Internationale Nederlanden (U.S.)
Capital Corporation (4) . . . . . . . . . . . . . . . . . . . . 5,176,900 (4) 23.4%
Oppenheimer & Co., Inc. (5) . . . . . . . . . . . . . . . . . . . . . 47,242 (5) *
Oppenheimer Horizon Management, L.P. (6) . . . . . . . . . . . . 1,429,752 (6) 6.5%
Oppenheimer Institutional Horizon
Management, L.P. (7) . . . . . . . . . . . . . . . . . . . . . 1,386,468 (7) 6.3%
Oppenheimer International Horizon
Fund, Ltd. (8) . . . . . . . . . . . . . . . . . . . . . . . . . 139,981 (8) *
The & Trust (9) . . . . . . . . . . . . . . . . . . . . . . . . . . 102,697 (9) *

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Percent of
Name of Number of Shares Outstanding
Beneficial Owner Beneficially Owned Common Stock
----------------- ------------------ ------------

Edward L. Sawyer, Jr. (10) . . . . . . . . . . . . . . . . . . . 2,022,838 (3)(11) 9.2%
Edward W. Wells . . . . . . . . . . . . . . . . . . . . . . . . . . 272,750 (3)(12) 1.2%
Terence C. Seikel . . . . . . . . . . . . . . . . . . . . . . . . . 205,000 (3)(13) *
Steven J. Lebowski . . . . . . . . . . . . . . . . . . . . . . . . . 82,825 *
Frank E. Blazey, Jr. . . . . . . . . . . . . . . . . . . . . . . . . 2,800 (14) *
Arthur L. Wiseley . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 *
All Directors and Executive Officers
as a Group (7 Persons) . . . . . . . . . . . . . . . . . . . . 11,471,958 51.9%

- ---------------
* Indicates an amount less than 1%.

(1) Business address is Larizza Industries, Inc., 201 West Big Beaver Road,
Suite 1040, Troy, Michigan 48084.

(2) Includes 7,743,406 shares owned by a trust; Mr. Larizza has the power to
vote these shares and to dispose of them.

(3) Includes 3,272,177 shares held by a voting trust (the "Voting Trust")
under the Amended and Restated Voting Trust Agreement, dated as of May
4, 1994, among Mr. Larizza, Mr. Sawyer, The Alexander Sawyer Trust under
an Irrevocable Trust Agreement dated July 21, 1987 (the "Alexander
Sawyer Trust"), Mr. Sawyer's ex-wife, Mr. Wells, Mr. Seikel, various
other employees of the Company and the Company. Mr. Sawyer, the
Alexander Sawyer Trust, Mr. Sawyer's ex-wife, Mr. Wells, Mr. Seikel and
various other employees of the Company contributed 1,819,838, 200,000,
619,839, 172,500, 105,000 and 355,000 shares, respectively, to the
Voting Trust. Mr. Larizza has the sole right to vote the shares held in
the Voting Trust and he must consent to any sale, transfer, pledge or
other disposition of such shares. The Voting Trust expires December 31,
1998, and its business address is Larizza Industries, Inc., 201 West Big
Beaver Road, Suite 1040, Troy, Michigan 48084.

(4) Includes 5,176,900 shares that Internationale Nederlanden (U.S.) Capital
Corporation ("ING Capital") acquired as a result of the conversion of
term loans and the related accrued interest into shares on March 11,
1994 (the "Conversion"). ING Capital is a wholly-owned subsidiary of
Internationale Nederlanden (U.S.) Capital Holdings Corporation ("U.S.
Holdings"), which is a wholly-owned subsidiary of Internationale
Nederlanden Bank N.V. ("INB"), which is a wholly-owned subsidiary of
Internationale Nederlanden Groep N.V. ("Groep"); all of the foregoing
may be deemed the beneficial owner of the shares owned by ING Capital.
ING Capital's and U.S. Holdings' business address is 135 East 57th
Street, New York, New York 10022, INB's business address is

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De Amsterdamse Poort, 1102 MG, Amsterdam Zuid-Oost, The Netherlands, and
Groep's business address is Princes Irenstraat 5 g 1077 Wv Amsterdam,
The Netherlands. The foregoing information is based on a Schedule 13D
Report, dated January 27, 1994, filed with the Securities and Exchange
Commission by ING Capital.

(5) Includes 47,242 shares that Oppenheimer & Co., Inc. ("Oppenheimer")
acquired as a result of the Conversion. Oppenheimer, a Delaware
corporation, is a wholly-owned subsidiary of Oppenheimer Holdings, Inc.
("Holdings"), which is an indirect wholly-owned subsidiary of
Oppenheimer Group, Inc. ("Group"), which is an 83.39%-owned subsidiary
of Oppenheimer & Co., L.P. ("Oppenheimer L.P."), the partnership
interests of which are owned by employees of Oppenheimer and its
affiliates, 16.61% of Group's capital stock is owned by Oppenheimer LP
warrant holders. All of the foregoing may be deemed the beneficial
owner of the shares owned by Oppenheimer. Oppenheimer disclaims
beneficial ownership of shares held by its affiliates. Oppenheimer's,
Holdings', Group's, Oppenheimer L.P.'s and Oppenheimer's officers' and
employees' business address is Oppenheimer Tower, World Financial
Center, New York, New York 10281. The foregoing information is based on
a Schedule 13G Report, dated February 13, 1995, filed with the
Securities and Exchange Commission by Group, Oppenheimer and Horizon.

(6) Includes 1,429,752 shares that Oppenheimer Horizon Management, L.P., a
Delaware limited partnership ("Horizon"), acquired as a result of the
Conversion. Horizon is a registered investment adviser whose general
partner is Holdings. Horizon's business address is c/o Oppenheimer &
Co., Inc., Oppenheimer Tower, World Financial Center, New York, New York
10281. Horizon disclaims beneficial ownership of shares held by its
affiliates. The foregoing is based on a Schedule 13G Report, dated
February 13, 1995, filed with the Securities and Exchange Commission by
Group, Oppenheimer and Horizon.

(7) Includes 1,386,468 shares that Oppenheimer Institutional Horizon
Management, L.P., a Delaware limited partnership ("Institutional"),
acquired as a result of the Conversion. Institutional is a registered
investment adviser whose general partner is Holdings. Institutional's
business address is c/o Oppenheimer & Co., Inc., Oppenheimer Tower,
World Financial Center, New York, New York 10281. Institutional
disclaims beneficial ownership of shares held by its affiliates. The
foregoing is based on a Schedule 13G Report, dated February 13, 1995,
filed with the Securities and Exchange Commission by Group, Oppenheimer
and Horizon.

(8) Includes 139,981 shares that Oppenheimer International Horizon Fund,
Ltd., a British Virgin Islands corporation ("International"), acquired
as a result of the Conversion. International's investment advisor is an
affiliate of Oppenheimer. International's business address is c/o
CITCO, CITCO Building, Wickhams Cay, P.O. Box 662, Road Town, Tortola,
B.V.I. International disclaims beneficial ownership of shares held by
its affiliates. The foregoing is based on a Schedule 13G Report, dated
February 13, 1995, filed with the Securities and Exchange Commission by
Group, Oppenheimer and Horizon.

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8

(9) Includes 102,697 shares that The & Trust, a charitable remainder trust
(the "Trust"), acquired as a result of the Conversion. The Trust
maintains a managed account at Oppenheimer, for which account
Oppenheimer is the investment advisor. The Trust's account address is
c/o Oppenheimer & Co., Inc., Oppenheimer Tower, One World Financial
Center, New York, New York 10281. The Trust disclaims beneficial
ownership of shares held by Oppenheimer and its affiliates. The
foregoing is based on a Schedule 13G Report, dated February 13, 1995,
filed with the Securities and Exchange Commission by Group, Oppenheimer
and Horizon.

(10) Business address is 1375 East 9th Street, Suite 2000, Cleveland, Ohio
44114.

(11) Includes 1,822,838 shares owned by Mr. Sawyer directly and 200,000
shares owned by the Alexander Sawyer Trust. Mr. Sawyer has the power to
approve or disapprove of any proposed transaction by the trustee of the
Alexander Sawyer Trust. 2,019,838 of these shares have been transferred
to the Voting Trust described in note 3.

(12) Includes 272,500 shares owned by Mr. Wells and his spouse as joint
tenants for which voting and investment powers are shared, and 250
shares owned by Mr. Wells's wife's individual retirement account.
172,500 of these shares have been transferred to the Voting Trust
described in note 3.

(13) Includes 67,540 shares owned by a trust, and 137,460 shares held in an
individual retirement account; Mr. Seikel has the power to vote these
shares and to dispose of them. 105,000 of these shares have been
transferred to the Voting Trust described in note 3.

(14) Includes 500 shares owned by Mr. Blazey and his spouse as joint tenants
for which voting and investment powers are shared, and 2,000 shares
owned by Mr. Blazey's wife.

I. ELECTION OF DIRECTORS

The Board of Directors proposes that the six persons named below as
nominees be elected as directors of the Company to serve until the next Annual
Meeting of Shareholders and until his successor is elected and qualified, or
until his earlier death, resignation or removal. Mr. Larizza and Mr. Sawyer
have been directors of the Company since November 1982, Mr. Blazey, Mr. Wiseley
and Mr. Wells have been directors of the Company since July 1987, and Mr.
Lebowski has been a director of the Company since March 1995.

If a quorum is present, the six nominees receiving the greatest number
of votes at the Meeting or its adjournment shall be elected. Withheld votes
and broker non-votes will not be deemed votes at the Meeting in determining
which nominees receive the greatest number of votes at the Meeting, but will be
counted for purposes of determining whether a quorum is present. The votes
cast pursuant to the accompanying proxy will be voted FOR the election of the

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nominees listed below unless the giver of the proxy withholds authority to vote
for any one or more of such nominees.

The nominees listed below have consented to serve if elected. If any
nominee is unable or declines to serve, which is not expected, it is intended
that the proxies will be voted in accordance with the best judgment of the
proxy holders for another qualified person.

BIOGRAPHICAL INFORMATION

Nominees for Election as Directors

RONALD T. LARIZZA, 55, has served as President and Chief Executive
Officer of the Company since November 1982.

The Company has agreed to nominate Ronald T. Larizza for election as a
director of the Company at each Annual Meeting of Shareholders during the term
of his employment agreement and until five years after termination if Mr.
Larizza's employment with the Company is terminated other than as a result of
his death or disability. In addition, Mr. Larizza's employment agreement
requires him to be elected to the offices with the Company he currently holds.
See "Executive Compensation-Employment Contracts and Termination of Employment
and Change-in-Control Arrangements-Employment Agreement."

EDWARD L. SAWYER, JR., 61, has served as Chairman of the Board of the
Company since June 1987 and as Secretary of the Company since February 1991.
Mr. Sawyer is also a consultant to the Company. Mr. Sawyer has also been an
investor and a consultant for the past five years, including President of The
Edgewater Group, Inc., an investment and consulting company, since October
1990.

EDWARD W. WELLS, 42, has served as Vice President and Chief Operating
Officer of the Company since November 1989 and as Assistant Secretary of the
Company since June 1990.

FRANK E. BLAZEY, JR., 70, served in the United States Army from 1946 to
1975, attaining the rank of Brigadier General in 1970. From December 1988 to
the present, Mr. Blazey has served as a consultant to, and the Personnel
Director of, a division of Automatic Handling, Inc., a manufacturer of
conveyors.

STEVEN J. LEBOWSKI, 43, has served as a Certified Public Accountant and
as an attorney since 1982. Since January 1990, he has also served as a Vice
President of Architectural Door and Millwork, Inc., a wholesale distributor of
doors.

ARTHUR L. WISELEY, 71, has served as an independent consultant from June
1987 to present. He served as Executive Director of Administration and
Minority Supplier Development of General Motors from June 1982 until his
retirement in June 1987.

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The Company's Articles of Incorporation establish the minimum number of
directors at three and the maximum at fifteen, and, whenever there are nine or
more directors, divide the Board of Directors into three classes (as nearly
equal in number as possible). The Company's Articles of Incorporation also
provide for the removal of a director during his elected term only upon the
vote of the holders of two-thirds of the voting power entitled to elect a
successor to the director to be removed.

Other Executive Officer

TERENCE C. SEIKEL, 38, has served as Vice President of Finance of the
Company since November 1990, as Treasurer of the Company since May 1992, as
Assistant Secretary of the Company since June 1990 and as Chief Financial
Officer of the Company since November 1989. He previously served as Director
of Finance of the Company from June 1987 to November 1990.

Each of the Company's executive officers serves until the next annual
meeting of the Board of Directors and until his successor is elected and
qualified or until his earlier death, resignation or removal.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During 1994, the Board of Directors held one meeting, and took action by
unanimous written consent on thirteen occasions.

The Board of Directors of the Company has an Executive Committee,
Compensation Committee and Audit Committee, but does not have a Nominating
Committee.

The Executive Committee, which held no meetings but took action by
unanimous written consent on one occasion during 1994, has the authority to
exercise all of the authority of the Board of Directors in the management of
the Company, except for the power to fill vacancies occurring in the Board of
Directors or in any committee during intervals between meetings of the Board of
Directors, subject to such limitations as are imposed by law. The Executive
Committee may also from time to time formulate and recommend to the Board of
Directors for approval general policies regarding the management of the
business and affairs of the Company. Ronald T. Larizza, Edward L. Sawyer, Jr.
and Edward W. Wells are the members of the Executive Committee.

The Compensation Committee, which held no meetings in 1994, but took
action by unanimous written consent on four occasions during 1994, has the
authority to determine the salaries, bonuses and other compensation of the
executive officers of the Company and its consolidated subsidiaries. It also
administers the Company's Stock Incentive Plan. Frank E. Blazey, Jr., Arthur
L. Wiseley and Steven J. Lebowski are the members of the Compensation
Committee.

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The Audit Committee, which held one meeting in 1994, has the authority
to recommend to the Board of Directors the independent accountants to audit the
Company's financial statements, to meet with the independent accountants and
review the Company's financial statements, results of audits and fees charged.
Frank E. Blazey, Arthur L. Wiseley and Steven J. Lebowski are the members of
the Audit Committee.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information for each of the fiscal years
ended December 31, 1994, 1993 and 1992 concerning the compensation of the
Company's Chief Executive Officer and of each of the Company's other most
highly compensated executive officers whose total annual salary and bonus
exceeded $100,000:

SUMMARY COMPENSATION TABLE

Annual Compensation
--------------------------------------------
Other
Annual All Other
Compen- Compen-
Name and sation sation
Principal Position Year Salary ($) Bonus ($) ($) ($)
------------------ ---- ---------- --------- ----------- -----------

Ronald T. Larizza, President, Chief 1994 478,904 222,715 2,990 (1) 82,640 (2)
Executive Officer and Director 1993 430,000 60,000 21,221 (1) 39,505
1992 430,000 -0- -0- -0-

Edward W. Wells, Vice President, 1994 250,000 125,000 13,845 (1) 17,478 (2)
Chief Operating Officer and 1993 200,000 100,000 10,237 (1) 12,924
Director 1992 200,000 50,000 -0- -0-

Terence C. Seikel, Vice President 1994 175,000 75,000 9,578 (1) 12,092 (2)
of Finance, Chief Financial Officer 1993 150,000 60,000 6,116 (1) 8,948
and Treasurer 1992 125,000 25,000 -0- -0-

________________________
(1) The amounts for 1994 and 1993 represent the payments of amounts to Messrs.
Larizza, Wells and Seikel to pay the taxes on (i) the income resulting from the
Company's payment of insurance premiums on their behalf, as described in note
(2) below, and (ii) the tax reimbursement payments.

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12

(2) The amount shown for 1994 represents total amounts paid in insurance
premiums for life insurance for Messrs. Larizza, Wells and Seikel in the fiscal
year ended December 31, 1994 pursuant to split dollar insurance arrangements
between each of them and the Company.

Compensation of Directors.

The Company compensates each director who is not an officer or employee
of the Company or any of its subsidiaries in cash in the amount of $1,500 for
attending each meeting of the Board of Directors and each meeting of any
committee thereof which does not occur on the same day as a Board meeting. In
addition, directors are reimbursed for any expenses incurred as a result of
meetings of the Board or any committee thereof.

Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.

Employment Agreement. The Company and Ronald T. Larizza have entered
into an Employment Agreement dated as of April 21, 1994. Pursuant to the
agreement, Mr. Larizza is employed as the President and Chief Executive Officer
of the Company, reporting to the Company's Board of Directors, for a term of
five years, unless earlier terminated as a result of Mr. Larizza's death or
disability or by either party upon thirty days notice. The term will be
automatically continuously renewed such that the remaining term of the
agreement will always be five years, unless earlier terminated as described
above.

Mr. Larizza's annual salary under the agreement was $500,000 in 1994 and
is $525,000 in 1995, and such amount will be increased on January 1 each year
during the term by the greater of five percent and an amount determined by the
Company's Compensation Committee. Mr. Larizza will also receive a bonus each
year in an amount equal to the greater of one percent of the Company's
consolidated operating income and an amount determined by the Company's
Compensation Committee. Mr. Larizza is entitled to various fringe benefits
under the agreement to the extent applicable to similar executive officers of
the Company. In addition, the Company has also agreed to nominate, recommend
and otherwise support Mr. Larizza for election as a director of the Company at
each shareholders' meeting during the term of the agreement, and, if the
agreement is terminated by the Company or Mr. Larizza, during the five years
after such termination (the "Period").

If Mr. Larizza's employment is terminated as a result of Mr. Larizza's
death or disability, Mr. Larizza will be entitled to receive an amount equal to
the lesser of five years of his then current salary or $1 less than three times
his average annual salary and bonus over the prior five years, paid at the
times it would have otherwise been paid or in a discounted lump sum, at Mr.
Larizza's or his personal representative's discretion. If Mr. Larizza's
employment is terminated by notice from the Company or if Mr. Larizza
terminates his employment because the Company fails to comply with any term or
provision of the agreement, Mr. Larizza will be entitled to receive an amount
equal to $1 less than three times his average annual salary and bonus over the
prior five years (approximately $1,468,000 if such termination were to occur as

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of April 7, 1995), paid at the times it would have otherwise been paid or in a
discounted lump sum, at Mr. Larizza's discretion. If Mr. Larizza's employment
is terminated by Mr. Larizza other than as a result of the Company's failure to
comply with any term or provision of the agreement, Mr. Larizza will not be
entitled to receive any amount under the agreement as a result of such
termination.

Larizza Split-Dollar Agreement. The Company and Mr. Larizza have entered
into an agreement dated as of April 22, 1993, pursuant to which the Company
will pay the premiums relating to specified life insurance policies. During
the three-year term of the agreement, the Company will pay each premium on the
insurance policies and an amount necessary to pay the taxes incurred by Mr.
Larizza and the trust owning the policy as a result of the Company's payments
under the agreement. Such payments will continue after the term of the
agreement, at Mr. Larizza's request. Such payments will terminate if Mr.
Larizza's employment is terminated for cause.

During the term of the agreement, the Company has the right to recover
the premiums it has paid from the cash surrender proceeds or the death or
maturity benefit proceeds of the policies, if any. The Company's right to
recover such premiums lapses on the third anniversary date of the agreement if
Mr. Larizza provides substantial services to the Company until the earlier of
(i) the third anniversary of the agreement, (ii) Mr. Larizza's incapacity,
(iii) Mr. Larizza's involuntary termination of employment for a reason other
than cause, or (iv) termination of Mr. Larizza's employment because the Company
does not comply with any agreed upon terms or conditions of Mr. Larizza's
employment. The Company will pay to Mr. Larizza and the trust owning the
policy an amount sufficient to cover income taxes incurred as a result of such
lapse and such payment.

Wells and Seikel Split-Dollar Agreements. The Company has also entered
into Split-Dollar Agreements, dated as of April 22, 1993 and effective as of
January 29, 1993, with Messrs. Wells and Seikel, pursuant to which the Company
will pay the premiums relating to specified life insurance policies. During
the term of the agreements, the Company will pay each premium on the insurance
policies and an amount necessary to pay the taxes incurred by Messrs. Wells and
Seikel, respectively, as a result of the Company's payments under the
agreement. The Company is entitled to receive $300,000 and $250,000 from the
death proceeds of the policies if Mr. Wells or Mr. Seikel, respectively, dies
while the agreement is in force. In addition, if the policies are surrendered
during the term of the agreements, the Company would receive (i) 100% of the
policy's surrender value, if the policy is surrendered within two years of the
effective date of the agreement, (ii) 50% of the policy's surrender value, if
the policy is surrendered before three years after the effective date of the
agreement, (iii) 25% of the policy's surrender value, if the policy is
surrendered before four years after the effective date of the agreement, and
(iv) none of the policy's surrender value, if the policy is surrendered at
least four years after the effective date of the agreement.

Either agreement will terminate on the earliest of (i) termination of Mr.
Wells' or Mr. Seikel's respective employment for cause, (ii) the date Mr.
Wells' or Mr. Seikel's respective

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14

employment is voluntarily terminated by the employee, except after Mr. Larizza
ceases to have a majority of the voting power in the election of the Company's
directors or as a result of the employee's disability, (iii) the date of Mr.
Wells' or Mr. Seikel's respective death, and (iv) eleven years after the
effective date of the agreement.

Compensation Committee Interlocks and Insider Participation.

During the year ended December 31, 1994, Messrs. Blazey and Wiseley and
Charles Fazio served as the sole members of the Company's Compensation
Committee until Mr. Fazio's resignation on December 9, 1994. On January 25,
1995, Edward L. Sawyer, Jr., replaced Mr. Fazio as a member of the Company's
Compensation Committee, and effective March 31, 1995, Steven J. Lebowski
replaced Mr. Sawyer as a member of the Company's Compensation Committee. None
of the members of the Compensation Committee was, during the year ended
December 31, 1994, an officer or employee of the Company or any of its
subsidiaries, or a former officer of the Company or any of its subsidiaries.
Mr. Sawyer, however, is the Company's Chairman of the Board and Secretary and
serves as a consultant to the Company.

Mr. Fazio had the following relationship with the Company: He is the
Chairman of the Board and Chief Executive Officer of Fazio & Associates, Inc.,
a manufacturers' representative for automobile parts companies, which earned
approximately $2,420,000 from the Company as sales commissions in 1994.
Effective December 31, 1994, the Company began performing the sales
representative services formerly provided by Fazio & Associates, and terminated
its agreement with Fazio & Associates. The Company will continue to pay
commissions to Fazio & Associates with respect to contracts obtained before the
effective date of such termination.

Mr. Sawyer has the following relationships with the Company:

Notes Receivable From Messrs. Larizza and Sawyer. Mr. Larizza and Mr.
Sawyer, directors, executive officers and principal shareholders of the
Company, have notes payable to the Company. These notes were originally given
by Mr. Larizza and Mr. Sawyer when they were the sole shareholders of the
Company to repay amounts advanced by the Company to Mr. Larizza, Mr. Sawyer and
Trident Coatings, Inc. ("Trident"), a corporation wholly-owned by Mr. Larizza
and Mr. Sawyer, at various times prior to the Company's 1987 initial public
offering. The Company made these advances in order to induce Trident to
continue to provide manufacturing services to a former subsidiary of the
Company. During 1990 and 1991, the Company made certain non-interest bearing
personal loans (the "Loans") to Mr. Larizza and Mr. Sawyer. During 1992, the
Company made additional advances to Mr. Larizza and Mr. Sawyer, which totalled
$70,106 and $35,158, to pay certain of their personal loan obligations.

As of December 31, 1993, the Company, Mr. Larizza and Mr. Sawyer replaced
the then existing notes with new notes (the "New Notes"). Mr. Larizza's and
Mr. Sawyer's New Notes are in the principal amounts of $1,468,827 and $667,250,
respectively, (the outstanding balances of their notes as of December 31, 1993,
including the Loans and advances made to Mr. Larizza and Mr. Sawyer plus
accrued interest through December 31, 1993), bear interest at 5.97% a year,

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15

and are payable in yearly installments of $143,455.66 and $65,168.19,
respectively, from December 31, 1996 through December 31, 2005, with
approximately $1,120,472 and $509,001, respectively, in balloon payments due
December 31, 2006, assuming no prepayments. The maximum amount of indebtedness
outstanding under the New Notes during 1994 was approximately $2,263,601. As
of April 7, 1995, the aggregate amount outstanding under these New Notes was
approximately $1,581,211 and $718,303 for Mr. Larizza and Mr. Sawyer,
respectively.

Finder's Agreement with The Edgewater Group, Inc. The Company and The
Edgewater Group, Inc. ("Edgewater") entered into a Finders Agreement, dated
June 15, 1994. Pursuant to the Finders Agreement, Edgewater is engaged to act
as the Company's financial advisor in connection with the possible sale of its
wholly-owned subsidiary General Nuclear Corp. ("General Nuclear"). In exchange
for such services, the Company paid Edgewater $110,000 as a nonrefundable
finder's fee and has agreed to pay Edgewater an additional $110,000 on June 30,
1997 if General Nuclear is sold by April 15, 1995. The Company has also agreed
to pay Edgewater's reasonable out of pocket expenses incurred in connection
with its engagement under the Finders Agreement. Mr. Sawyer is a director and
the President and sole shareholder of Edgewater.

Consulting Agreement with The Edgewater Group, Inc. The Company and
Edgewater have also entered into a Consulting Agreement, dated June 15, 1994.
Pursuant to the Consulting Agreement, the Company hired Edgewater as a
consultant to the Company in the areas of the Company's business in which
Edgewater has expertise. The term of the agreement began January 1, 1994 and
ends December 31, 1996. The Company has agreed to pay Edgewater $15,000 a
month for its consulting services and has agreed to reimburse Edgewater for its
reasonable out-of-pocket expenses incurred in connection with the Company's
business. Mr. Sawyer is a director and the President and sole shareholder of
Edgewater.

Consulting Arrangement with Mr. Sawyer. The Company has an oral
consulting arrangement with Edward L. Sawyer, Jr., an officer, director and
principal shareholder of the Company. Pursuant to the arrangement, Mr. Sawyer
provides consulting services to the Company in the areas of the Company's
business in which he has expertise. The current arrangement has been renewed
through December 31, 1995. The Company has agreed to pay Mr. Sawyer $50,000 a
year for his consulting services. The Company paid Mr. Sawyer $50,000 for such
services in 1994.

Board Compensation Committee Report on Executive Compensation

General. The Compensation Committee's overall compensation policy
applicable to the Company's executive officers is to provide a compensation
package that is intended to attract and retain qualified executives for the
Company and to provide them with incentives to achieve Company goals and
increase shareholder value. The Compensation Committee implements this policy
through salaries and bonuses. The Compensation Committee's policy generally is
to compensate executive officers in a manner that permits the Company to take
any permitted

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federal income tax deduction for such compensation (i) by including a provision
in Mr. Larizza's employment agreement deferring any payment to Mr. Larizza that
would not be deductible by the Company for federal income tax purposes, which
amounts would not be payable until they are deductible by the Company, and (ii)
by complying with current treasury regulations exempting deductions received
upon exercise of stock options from the $1,000,000 cap on executive
compensation deductions under Section 162(m) of the Internal Revenue Code of
1986, as amended. However, the Compensation Committee reserves the right to
pay compensation to Company executives in amounts it deems appropriate
regardless of whether such compensation is deductible for federal income tax
purposes.

Salaries. The Compensation Committee's policy is to provide salaries
that are comparable to those of similar executive officers in companies in the
automotive supply industry in order to attract and retain qualified executives
and that compensate employees for their individual contributions and
performance. The Compensation Committee determines comparable salaries through
its subjective evaluation of (i) its members' knowledge of salaries paid by
other companies, (ii) management's research regarding what is paid by other
companies deemed comparable (based primarily on the company's principal line of
business and sales) to the Company and about which management has information,
(iii) its members' views of the experience and responsibility of the executive,
and (iv) management's recommendations. The Compensation Committee also
considers the Company's financial resources and sales and earnings prospects.
The Company's improved financial resources and its sales and earnings
projections at the beginning of 1994 were two of the factors causing the
Compensation Committee to recommend salary increase for Messrs. Seikel and
Wells for 1994 and to recommend entering into an Employment Agreement with Mr.
Larizza.

No specific weight is given to any of these factors, and the Compensation
Committee does not collectively determine their relative importance, although
it agreed with management's recommendations for fiscal 1994 salaries. The
Compensation Committee does not specifically target any particular level in the
range of salaries paid by other companies in determining what is comparable.
Based solely on information available to management regarding what is paid by
other companies deemed comparable to the Company, the Company believes the
salaries of its executive officers are at or near the median of the range of
salaries paid to similar executives in companies it deems comparable.

Bonuses. The Compensation Committee's policy is to recommend annual
discretionary bonuses it deems appropriate for the Company's executive officers
in amounts based on the Compensation Committee's subjective evaluation of the
Company's performance and achievements (which in 1994 included record
earnings), the executive's individual performance and achievements during the
year, the executive's salary, bonuses paid in prior years, the Company's
financial resources and sales and earnings prospects, any employment
arrangements with the executive and management's recommendations. The
Compensation Committee does not use any specific weighting of these factors.
These bonuses are intended to provide executive officers with incentives to
achieve the Company's financial and operational goals, increase shareholder
value and act as a team. The Company exceeded its net income goal in 1994.

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17

1994 Compensation Decisions Regarding Ronald T. Larizza. The
Compensation Committee initially recommended that Mr. Larizza's salary remain
at $430,000 in 1994 based on its subjective evaluation of the factors described
in "Salaries" above, including the Compensation Committee's subjective
evaluation of what is appropriate for a chief executive officer with Mr.
Larizza's experience and responsibility, the Compensation Committee members'
knowledge of compensation of executives at other companies and management's
recommendation.

In March 1994, the Compensation Committee recommended the Company enter
into an employment agreement with Mr. Larizza providing him, among other
things, with an annual salary of $500,000, increasing by at least five percent
each year, and a minimum annual bonus equal to one percent of the Company's
annual operating income. See "Employment Contracts and Termination of
Employment and Change-in-Control Arrangements - Employment Agreement" for a
description of the terms of Mr. Larizza's Employment Agreement.

The Compensation Committee recommended entering into the Employment
Agreement, the salary increase and the bonus based on its subjective judgment
that entering into the Employment Agreement was appropriate in light of the
Company's achievements, including the successful conversion of $47,000,000 of
principal amount of the Company's indebtedness and $9,254,000 of accrued
interest into equity, the successful substantial completion of the Company's
operational restructuring, the successful completion of the Company's financial
restructuring, the substantial dependence of the Company on the services of Mr.
Larizza, especially at its critical stage of its development, Mr. Larizza's
position as one of the Company's founders and its current President and Chief
Executive Officer, the additional incentive for Mr. Larizza to continue to
provide services to the Company, the Compensation Committee's desire to permit
Mr. Larizza to focus his attention on performing his duties to the Company,
rather than on the security of his employment and his severance benefits, the
Company's recent profits and 1993 earnings that were higher than any previous
year, the Compensation Committee's subjective evaluation of the factors
described in "Salaries" and "Bonuses" above, Mr. Larizza's other compensation,
the total compensation paid to Mr. Larizza in 1993 and management's
recommendation.

Based solely on information available to management regarding what is
paid by other companies deemed comparable to the Company, the Company believes
that Mr. Larizza's 1994 salary is at or near the median of the range of
salaries paid to chief executive officers at companies it deems comparable, and
the salary recommended by the Compensation Committee agreed with management's
recommendation.

The Compensation Committee also recommended that Mr. Larizza receive a
$222,715 bonus for 1994, which is the minimum bonus required under his
Employment Agreement. The Compensation Committee made this recommendation
based on its subjective evaluation of the factors described in "Bonuses" above,
the factors described above in connection with the Compensation Committee's
recommendation that the Company enter into the Employment Agreement with Mr.
Larizza, the Company's 1994 net income, which was the highest in the Company's
history, the Company's refinancing of its remaining indebtedness, the
acquisition of Hughes Plastics, Inc., Mr. Larizza's 1994 salary and split
dollar insurance compensation (see

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18

"Employment Contracts and Termination of Employment and Change-in-Control
Arrangements -Larizza Split Dollar Agreement"), the salary and bonus required
under Mr. Larizza's Employment Agreement, its judgment of the Company's
prospects and management's recommendation. The Compensation Committee agreed
with management's recommendation.

By The Compensation Committee
Frank E. Blazey, Jr.
Edward L. Sawyer, Jr.
Arthur L. Wiseley

Performance Graph

The following line graph compares for the fiscal years ended December 31,
1990, 1991, 1992, 1993 and 1994 (i) the yearly cumulative total shareholder
return (i.e., the change in share price plus the cumulative amount of
dividends, assuming dividend reinvestment, divided by the initial share price,
expressed as the resulting value of a $100 investment) on the Company's common
stock, with (ii) the cumulative total return of the Russell 2000, and with
(iii) the cumulative total return of the Value Line Auto Parts: Original
Equipment Industry Index:

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS*
Larizza Industries, Russell 2000 Index And Auto Parts:Original Equipment Index
(Performance Results Through 12/31/94)

[GRAPH]

1989 1990 1991 1992 1993 1994

Larizza Industries $ 100.00 $ 42.86 $ 57.14 $ 142.86 $ 450.00 $ 214.29
Russell 2000 Index $ 100.00 $ 80.49 $ 117.56 $ 139.21 $ 165.52 $ 162.24
Auto Parts:Original Equipment Index $ 100.00 $ 92.00 $ 117.55 $ 176.79 $ 240.87 $ 202.78

Assumes $100 invested at the close of trading on December 29, 1989 in Larizza
Industries common stock, Russell 2000 Index, and the Value Line Auto Parts:
Original Equipment Industry Index.
*Cumulative total return assumes reinvestment of dividends.

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19

CERTAIN TRANSACTIONS

Notes Receivable From Messrs. Larizza and Sawyer. See "Executive
Compensation - Compensation Committee Interlocks and Insider Participation" for
a description of notes receivable from Messrs. Larizza and Sawyer, directors,
executive officers and principal shareholders of the Company.

Finder's Agreement with The Edgewater Group, Inc. See "Executive
Compensation - Compensation Committee Interlocks and Insider Participation" for
a description of a Finder's Agreement between the Company and The Edgewater
Group, Inc. Mr. Sawyer is a director and the President and sole shareholder of
Edgewater.

Consulting Agreement with The Edgewater Group, Inc. See "Executive
Compensation - Compensation Committee Interlocks and Insider Participation" for
a description of a Consulting Agreement between the Company and The Edgewater
Group, Inc. Mr. Sawyer is a director and the President and sole shareholder of
Edgewater.

Consulting Arrangement with Mr. Sawyer. See "Executive Compensation -
Compensation Committee Interlocks and Insider Participation" for a description
of an oral consulting arrangement between the Company and Edward L. Sawyer,
Jr., an officer, director and principal shareholder of the Company.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and officers, and persons who own more than ten percent of
a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the
Company. Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) reports they file.

To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1994 all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten-percent beneficial owners were complied with, except that (i)
one report, amending a prior report to indicate that a reported transaction did
not occur, was filed late by Mr. Ronald T. Larizza, (ii) two reports, reporting
the gift of securities to his wife and the disposition of those securities upon
his divorce, were filed late by Edward L. Sawyer, Jr., (iii) one report,
covering one transaction, was filed late by The Chicago-Tokyo Bank, and (iv)
one report, covering one transaction, was not filed by PNC Bank, National
Association.

II. OTHER MATTERS

INDEPENDENT PUBLIC ACCOUNTANTS

KPMG Peat Marwick LLP ("Peat Marwick") were the Company's independent
public accountants for the fiscal year ended December 31, 1994. The Company
has not yet completed its review of its accountants, and consequently no
selection of independent public accountants for the fiscal year ended December
31, 1995 has yet been made. A representative of Peat Marwick

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20

is expected to be present at the Meeting and will have the opportunity to make
a statement if he desires to do so. The representative will also be available
to respond to appropriate questions from shareholders.

SHAREHOLDER PROPOSAL DEADLINE

A shareholder proposal intended to be presented at the 1996 Annual
Meeting must be received by the Company on or before December 19, 1995 to be
considered for inclusion in the Company's proxy statement and form of proxy
relating to that meeting. Such proposal should be addressed to Secretary,
Larizza Industries, Inc.

OTHER BUSINESS

The Company is not aware of any matters to be brought before the Meeting
except those set forth in the attached Notice of Annual Meeting of
Shareholders. However, if any other matters are properly presented at the
Meeting for action to be taken thereon, it is the intention of the proxy
holders named in the enclosed form of proxy and acting thereunder to vote on
such matters in their discretion in accordance with their best judgment.

Shareholders are urged to specify their choice on the matters to be voted
on at the Meeting and to date, sign and return the enclosed proxy in the
envelope provided. A prompt response is helpful and your cooperation will be
appreciated.

By order of the Board of Directors

RONALD T. LARIZZA
President and Chief
Executive Officer

Troy, Michigan
April 17, 1995

FORM 10-K REPORT

IN ADDITION TO ITS ANNUAL REPORT TO SHAREHOLDERS, THE COMPANY FILES AN
ANNUAL REPORT WITH THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K.
SHAREHOLDERS MAY, WITHOUT CHARGE, OBTAIN A COPY WITHOUT EXHIBITS BY WRITING TO
THE COMPANY, ATTENTION: SHAREHOLDER RELATIONS, LARIZZA INDUSTRIES, INC., 201
WEST BIG BEAVER ROAD, SUITE 1040, TROY, MICHIGAN 48084.

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21
[FRONT]
LARIZZA INDUSTRIES, INC.

P THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS, MAY 30, 1995
R
The undersigned hereby appoints Ronald T. Larizza, Edward L. Sawyer, Jr.
O and Terence C. Seikel, or any of them, as Proxies, each with the power of
substitution and resubstitution, to vote all shares of common stock which the
X undersigned would be entitled to vote at the Annual Meeting of Shareholders
to be held on May 30, 1995 or any adjournment thereof as specified below on
Y the matters described in the Company's Proxy Statement dated April 17, 1995.

1. ELECTION OF SIX DIRECTORS: (change of address)

Ronald T. Larizza Frank E. Blazey, Jr. _________________________
Edward L. Sawyer, Jr. Steven J. Lebowski _________________________
Edward W. Wells Arthur L. Wiseley _________________________
_________________________
(If you have written in
2. In their discretion with respect to any other the above space, please
matters that may properly come before the mark the corresponding
meeting. box on the reverse side
of this card)

SEE REVERSE
SIDE

[BACK]

[X] PLEASE MARK YOUR SHARES IN YOUR NAME |
VOTES AS IN THIS |
EXAMPLE. |______

FOR WITHHELD MARKING "FOR" MEANS YOU ARE VOTING FOR
1. Election of [ ] [ ] ALL NOMINEES LISTED ON THE REVERSE SIDE
Directors OF THIS CARD, EXCEPT FOR THOSE ENTERED
(see reverse) ON THE LINE BELOW THE BOX. MARKING
"WITHHELD" WITHHOLDS YOUR VOTE FROM ALL
NOMINEES LISTED ON THE REVERSE SIDE OF
For, except vote withheld from the THIS CARD. TO WITHHOLD AUTHORITY TO
following nominee(s): VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "FOR" BOX AND ENTER THE NAME(S) OF
__________________________________ SUCH NOMINEE(S) ON THE LINE PROVIDED TO
THE LEFT.

THIS PROXY WHEN PROPERLY EXECUTED
WILL BE VOTED IN THE MANNER DIRECTED
Change HEREIN BY THE UNDERSIGNED SHAREHOLDER.
of [ ] IF NO DIRECTION IS MADE, THIS PROXY
Address WILL BE VOTED FOR ALL THE NOMINEES
LISTED HEREON. IF ANY OTHER MATTERS ARE
PROPERLY PRESENTED AT THE MEETING FOR
Attend [ ] ACTION TO BE TAKEN THEREON, THIS PROXY
Meeting WILL BE VOTED ON SUCH MATTERS BY THE
PERSONS NAMED AS PROXIES HEREIN IN
ACCORDANCE WITH THEIR BEST JUDGMENT.

SIGNATURE(S)_____________________________________________ DATE_______________

NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.

PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.