Edgar Filing: RIVIERA TOOL CO

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

SCHEDULE 14A

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 Section 240.14a-12

RIVIERA TOOL COMPANY
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(Name of Registrant as Specified In Its Charter)

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

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[X] No fee required.

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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SEC 1913 (02-02)

[RIVIERA TOOL CO. LOGO]

RIVIERA TOOL COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 14, 2004

To the Shareholders of Riviera Tool Company:

The Annual Meeting of Shareholders of Riviera Tool Company (the "Company")
will be held on Wednesday, January 14, 2004 at 4:00 p.m., Eastern Standard Time
at 5460 Executive Parkway S.E., Grand Rapids, Michigan 49512. The purpose of the
meeting is to vote on the following proposals described in the accompanying
proxy statement, and any other business that may properly be presented at the
meeting or any reconvened meeting after any adjournment of the meeting.

(1) To elect one Director to serve until the Annual Meeting of
Shareholders in 2005.

(2) To elect one Director to serve until the Annual Meeting of
Shareholders in 2006.

(3) To consider and act upon the ratification of the selection of
Deloitte & Touche LLP as independent auditors for the fiscal year ended
August 31, 2004.

(4) To consider such other business as may properly come before the
meeting or any adjournments thereof.

Only shareholders of record at the close of business on December 3, 2003
will be entitled to vote at the meeting or any adjournments thereof.

YOUR ATTENTION IS CALLED TO THE ATTACHED PROXY STATEMENT AND ACCOMPANYING
PROXY. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE ANNUAL
MEETING, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND IN PERSON. YOU ARE
THEREFORE URGED TO SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD PROMPTLY IN
THE ENCLOSED ENVELOPE, TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE
UNITED STATES. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE
YOUR OWN SHARES.

A copy of the Annual Report of the Company for the fiscal year ended August
31, 2003 accompanies this Notice.
By Order of the Board of Directors,
/s/ PETER C. CANEPA
PETER C. CANEPA, Corporate Secretary
Grand Rapids, Michigan
December 1, 2003

[RIVIERA TOOL CO. LOGO]

RIVIERA TOOL COMPANY
5460 Executive Parkway SE
Grand Rapids, Michigan 49512

PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS

JANUARY 14, 2004

GENERAL INFORMATION

This proxy statement and proxy are being furnished to you and solicited by
the Board of Directors of Riviera Tool Company, a Michigan corporation (the
"Company"), of 5460 Executive Parkway SE, Grand Rapids, Michigan 49512
(telephone number 616-698-2100) in connection with the Annual Meeting of
Shareholders (the "Annual Meeting") on Wednesday, January 14, 2004 at 4:00 p.m,.
Eastern Standard Time, and any adjournments thereof, to be held at 5460
Executive Parkway SE, Grand Rapids, Michigan 49512. These proxy materials are
first being mailed to shareholders on or about December 18, 2003.

A Shareholder giving the enclosed proxy (or his authorized representative)
may revoke it any time before it is exercised by executing a subsequent proxy,
by written notice to the Company received before the proxy is exercised or by
voting in person at the meeting, otherwise the proxy will be voted as indicated
by the signed proxy.

The Company will bear the cost of soliciting proxies, including charges and
expenses of brokerage firms and others for forwarding solicitation material to
beneficial owners of stock. In addition to mailings, proxies may be solicited by
personal interview, telephone or telegraph by certain of the Company's employees
without compensation. The Company may reimburse brokers, dealers, banks, voting
trustees or other record holders for postage and other reasonable expenses of
forwarding proxy materials to their principals who beneficially own shares of
the Company's stock.

A copy of the Company's 2003 Annual Report is enclosed.

STOCK OUTSTANDING, VOTING RIGHTS AND VOTES REQUIRED

Only Common Shareholders of record at the close of business on December 3,
2003 (the "Record Date") are entitled to notice of, and to vote at, the meeting
or at adjournment or adjournments thereof, each share having one vote and there
are no cumulative voting rights for the election of directors and ratification
of independent auditors.

The Company had 3,379,609 shares of Common Shares, no Par Value ("Common
Shares"), outstanding on the Record Date. A majority of the Common Shares
entitled to vote constitutes a quorum.

The presence in person or by proxy of the holders of a majority of the
outstanding shares of Common Shares will constitute a quorum for the transaction
of business at the Annual Meeting. Directors are elected by a plurality of the
votes present in person or by proxy and entitled to vote. Approval of any other
matter that may properly come before the Annual Meeting requires the affirmative
vote of a majority of the shares present in person or by proxy and entitled to
vote.

Please note that if you hold shares in "street name" (that is, through a
bank, broker or other nominee) and would like to attend the Annual Meeting and
vote in person, you will need to bring an account statement or other acceptable
evidence of ownership in Common Shares as of the close of business on the Record
Date, the Record Date for voting. Alternatively, in order to vote, you may
contact the person in whose name your shares are registered and obtain a proxy
from that person and bring it to the Annual Meeting.

Under the rules of the National Association of Securities Dealers, Inc.,
member brokers generally may not vote shares held by them in street name for
customers unless they are permitted to do so under the rules of any national
securities exchange of which they are a member. Under the rules of the NASDAQ,
those who hold shares in street name for customers has the authority to vote on
certain items if it has transmitted proxy soliciting materials to the beneficial
owner but has not received instructions from that owner. NASDAQ rules permit
member brokers who do not receive instructions to vote on the proposals
presented in this Proxy Statement, other than the shareholder proposal. Under
NASDAQ rules, a shareholder proposal is a "non-discretionary" item, which means
that NASDAQ member brokers who have not received instructions from the
beneficial owners of Common Shares are necessary to approve the shareholder
proposal, any such broker non-vote will have the effect of a vote against the
proposal.

Shares that reflect abstentions or "broker non-votes" (i.e., shares
represented at the Annual Meeting held by brokers or nominees as to which
instructions have not been received from the beneficial owners or persons
entitled to vote such shares and with respect to which the broker or nominee
does not have discretionary voting power to vote such shares) will be counted
for purposes of determining whether a quorum is present for the transaction of
business at the Annual Meeting. Abstentions, therefore, will have the effect of
negative votes with respect to any matter presented at the Annual Meeting, while
"broker non-votes" will have no effect on any matter presented. If authority to
vote any matter is withheld on a proxy card, no vote will be cast with respect
to the share as represented thereby and the outcome of the election will not be
affected.

The principal executive offices of the Company are located at 5460
Executive Parkway SE, Grand Rapids, Michigan 49512; the Company's telephone
number is 616-698-2100.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

The following table sets forth the number of shares of Common Shares
beneficially owned on December 3, 2003, by each Riviera Tool Company director
and director nominee, and by each executive officer named in the Summary
Compensation Table below and by all directors, director nominees and executive
officers as a group.

BENEFICIAL OWNERSHIP TABLE

COMMON PERCENTAGE OF
POSITIONS AND OFFICES SHARES TOTAL COMMON
NAME AND YEAR FIRST WITH THE COMPANY AND OTHER BENEFICIALLY SHARES OF THE
BECAME A DIRECTOR AGE PRINCIPAL OCCUPATIONS OWNED COMPANY
------------------- --- -------------------------- ------------ -------------

Leonard H. Wood (1988)............ 62 Vice President and General Manager
of the Company 30,551(2) 0.9%
Kenneth K. Rieth (1980)........... 45 President and Chief Executive
Officer of the Company 769,216(1) 22.8%
Thomas H. Highley (1997).......... 61 President and Chief Executive
Officer, The Empire Company, Inc. 2,000(3) *
Dr. Jay S. Baron (2002)........... 38 Director, Manufacturing Systems,
Altarum, Center for Automotive
Research -- --
Peter C. Canepa................... 45 Chief Financial Officer, Treasurer
and Secretary of the Company 35,512(2) 1.0%
All Directors and Executive
Officers as a group (6
persons)........................ 850,465 25.2%

-------------------------
(1) Riviera Holding Company, 100% owned by Kenneth K. Rieth, President and CEO
of Riviera Tool Company, owns 635,250 shares of the Common Shares of Riviera
Tool Company. Amount also includes 2,100 shares of Common Shares owned by
Mr. Rieth as custodian for his minor children and 100,000 shares, which Mr.
Rieth has the right to acquire through exercise, of stock options granted
under the 1998 Key Employee Stock Option Plan.

(2) Amount includes 30,000 shares of which Mr. Wood and Mr. Canepa each have the
right to acquire through exercise of a stock option grant under the 1996
Incentive Stock Option Plan.

(3) Amount includes 2,000 shares of which each referenced director or officer
has the right to acquire through exercise of a stock option grant under the
1998 Key Employee Stock Option Plan.

* Beneficial ownership of less than 0.1% of the class.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires Riviera's
directors and executive officers and persons who own more than 10% of a
registered class of the Company's equity securities, file reports of ownership
on Forms 3, 4,and 5 with the SEC. Officers, directors and beneficial owners of
greater than 10% of the Company's Common Shares are required by the SEC's
regulations to furnish the company with copies of all Forms 3, 4 and 5 forms
they file.

Based solely on the Company's review of the copies of such forms it has
received and written representations from certain reporting persons that they
were not required to file reports on Form 5 for the fiscal year ended August 31,
2003, the Company believed that all its officers, directors and beneficial
owners of greater than ten percent of the Company's Common Shares have filed all
reports applicable to them with respect to transactions during the fiscal year
ended August 31, 2003.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Only Common Shareholders of record at the close of business on the Record
Date are entitled to notice of, and to vote at, the meeting or at adjournment or
adjournments thereof, each share having one vote and there are no cumulative
voting rights for the election of directors and ratification of independent
auditors.

The Company had 3,379,609 Common Shares outstanding on the Record Date.

The following table sets forth certain information regarding the beneficial
ownership as the Record Date of Common Shares by each person or entity known to
Riviera Tool Company to be a beneficial owner of 5% or more of Riviera Tool
Company's voting securities:

PRINCIPAL STOCKHOLDERS TABLE

SHARES
BENEFICIALLY OWNED
--------------------------
NUMBER OF PERCENT OF
NAME AND ADDRESS SHARES CLASS
---------------- --------- ----------

Kenneth K. Rieth (1)........................................ 769,216 22.8%
5460 Executive Parkway SE, Grand Rapids, MI 49512
Oberweis Asset Management, Inc.............................. 352,300 10.4%
951 Ice Cream Drive, Suite 200, North Aurora, IL 60542
Wellington Management Co. LLP............................... 300,000 8.8%
75 State Street, Boston, MA 02109
William Harris Investors, Inc............................... 177,400 5.2%
2 North Lasalle Street, Chicago, IL 60602

-------------------------
(1) Riviera Holding Company, 100% owned by Kenneth K. Rieth, President and CEO
of Riviera Tool Company, owns 667,012 shares of the Common Shares of Riviera
Tool Company. Also includes 2,204 shares of Common Shares owned by Mr. Rieth
as custodian for his minor children and 100,000 shares, which Mr. Rieth has
the right to acquire through exercise of stock options granted under the
1998 Key Employee Stock Option Plan.

(2) Based upon filings with the U.S. Securities and Exchange Commission and
other data available from the American Stock Exchange.

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is each Director's name and the year in which he first
became a Director, and a brief account of the business experience of each
nominee and Director during the past five years.

- NOMINEE FOR DIRECTOR FOR A THREE-YEAR TERM TO EXPIRE IN 2005

KENNETH K. RIETH 1980

Mr. Rieth has been a principal owner and President of Riviera Tool Company
since 1980.

- NOMINEE FOR DIRECTOR FOR A THREE-YEAR TERM TO EXPIRE IN 2006

THOMAS H. HIGHLEY 1997

Mr. Highley has been President and CEO of the Empire Company, Inc., a
distributor of residential and commercial millwork products, since 1991.

DIRECTORS WITH TERMS EXPIRING IN 2004

LEONARD H. WOOD 1988

Mr. Wood has been a Vice President of the Company since 1985. Prior to that
time, he was Project Manager with American Motors Corporation.

DR. JAY S. BARON 2002

Dr. Jay S. Baron has been a Director of Riviera Tool Company since 2002.
Dr. Baron holds a Ph.D. and Master's Degree in Industrial and Operations
Engineering. Dr. Baron currently is Director of Manufacturing Systems for
Altarum -- Center for Automotive Research. Previously, Dr. Baron was the Manager
of Manufacturing Systems for the University of Michigan's OSAT department.

The Company has the following committees of the Board of Directors. Each
member of such committee is considered independent, as defined by the Securities
and Exchange Commission regulations and the American Stock Exchange's listing
standards. Each committee has a charter, attached herein, as noted in the
following table:

COMMITTEES OF THE BOARD OF DIRECTORS
---------------------------------------
INDEPENDENT DIRECTOR AUDIT COMPENSATION GOVERNANCE
-------------------- ----- ------------ ----------

Thomas H. Highley......................................... X X X
Dr. Jay S. Baron.......................................... X X X
Charter Attachment........................................ Exhibit A Exhibit B Exhibit C

OTHER EXECUTIVE OFFICER

PETER C. CANEPA

Mr. Canepa has been Chief Financial Officer, Secretary and Treasurer of the
Company since March, 1994.

RELATIONSHIPS AMONG DIRECTORS AND EXECUTIVE OFFICERS

There are no family relationships among any of the directors or executive
officers of the Company.

PROPOSAL 1

ELECTION OF 2005 DIRECTOR
(ITEM 1. ON PROXY CARD)

The Board of Directors proposes that Kenneth K. Rieth be elected as
Director of the Company to hold office until the Annual Meeting of Shareholders
in 2005, or until his successor is elected. The persons named in the
accompanying proxy intend to vote all valid proxies received by them for the
election of nominees named above, unless such proxies are marked to the
contrary. The nominees receiving the greatest number of votes cast at the Annual
Meeting or its adjournment shall be elected. In case such nominee is unable or
declines to serve, which is not anticipated, it is intended that the proxies be
voted in accordance with the best judgment of the proxy holders.

NOMINEE FOR DIRECTOR FOR A THREE-YEAR TERM TO EXPIRE IN 2005

KENNETH K. RIETH 1980

Mr. Rieth has been a principal owner and President of Riviera Tool Company
since 1980.

VOTE REQUIRED FOR APPROVAL

A quorum being present, the affirmative vote of a plurality of the votes
cast is necessary to elect a nominee as a director of the Company.

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE ELECTION
OF THE NOMINEE OF THE BOARD OF DIRECTORS OF THE COMPANY.

PROPOSAL 2

ELECTION OF 2006 DIRECTOR
(ITEM 2. ON PROXY CARD)

The Board of Directors proposes that Tom H. Highley be elected as Director
of the Company to hold office until the Annual Meeting of Shareholders in 2006,
or until his successor is elected. The persons named in the accompanying proxy
intend to vote all valid proxies received by them for the election of nominee
named above, unless such proxies are marked to the contrary. The nominees
receiving the greatest number of votes cast at the Annual Meeting or its
adjournment shall be elected. In case such nominee is unable or declines to
serve, which is not anticipated, it is intended that the proxies be voted in
accordance with the best judgment of the proxy holders.

NOMINEE FOR DIRECTOR FOR A THREE-YEAR TERM TO EXPIRE IN 2006

THOMAS H. HIGHLEY 1997

Mr. Highley has been President and CEO of the Empire Company, Inc., a
distributor of residential and commercial millwork products, since 1991.

VOTE REQUIRED FOR APPROVAL

A quorum being present, the affirmative vote of a plurality of the votes
cast is necessary to elect a nominee as a director of the Company.

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE ELECTION
OF THE NOMINEE OF THE BOARD OF DIRECTORS OF THE COMPANY.

INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors of the Company has selected the public accounting
firm of Deloitte & Touche LLP to report on the Company's financial statements
for fiscal 2004, and the shareholders are being asked to ratify this selection.
Deloitte & Touche LLP has been the public accounting firm retained by the
Company since 1999.

Deloitte and Touche LLP's fees for professional services total $69,300 for
the year ended August 31, 2003 out of a total of $78,960 in fees paid for
professional services to all accounting firms. Deloitte and Touche LLP fees for
professional services included the following:

- Audit Fees -- Deloitte and Touche LLP fees relating to the year ended
August 31, 2003 audit and quarterly reviews were $61,800.

- Financial Information Systems Design and Implementation Fees -- There
were no fees incurred for financial information system design and
implementation services.

- All Other Fees -- Deloitte and Touche LLP fees relating the audit of the
Company's 401(k) Plan were $7,500.

Deloitte & Touche LLP has indicated that a representative of that firm will
be present at the shareholder's meeting. Such representative shall be given an
opportunity to make a statement, if he or she so desires, and it is expected
that such representative will be available to respond to appropriate questions
presented at the meeting.

PROPOSAL 3

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS
(ITEM 3 ON PROXY CARD)

The Board of Directors proposes that Deloitte & Touche LLP be ratified as
the Company's independent auditors for the fiscal year 2004. Deloitte & Touche
LLP has served in this capacity for each of the two years ended August 31, 2003,
and has reported on the Company's fiscal year 2003 consolidated financial
statements. During the two fiscal years ended August 31, 2003, there were no
disagreements between the Company and Deloitte & Touche LLP on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure. The persons named in the accompanying proxy intend to vote
all valid proxies received by them for the ratification of Deloitte & Touche
LLP, unless such proxies are marked to the contrary. The nominees receiving the
greatest number of votes cast at the Annual Meeting or its adjournment shall be
elected.

VOTE REQUIRED FOR APPROVAL

A quorum being present, the affirmative vote of a plurality of the votes
cast is necessary to elect a ratify the re-appointment of Deloitte & Touche LLP.

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT DELOITTE & TOUCHE LLP
BE RE-APPOINTED AS THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL YEAR 2004.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Directors who are employees of Riviera Tool Company receive no additional
compensation for serving on the board of directors. On an annual basis, a
non-employee director receives a fee of $5,000.

The following table provides information about the compensation of the
Company's Chief Executive Officer and two other most highly compensated
executive officers at fiscal years ended August 31, 2001, 2002, and 2003. Two
additional tables provide detailed information about the employees' stock
options.

Summary Compensation Table

SECURITIES
OTHER RESTRICTED UNDERLYING ALL OTHER
FISCAL ANNUAL COMPENSATION ANNUAL STOCK OPTIONS LTIP COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION AWARD SARS PAYOUTS (2)(3)
--------------------------- ------ ------ ------------ ------------ ---------- ---------- ------- ------------

EXECUTIVE OFFICERS
Kenneth K. Rieth........... 2003 $250,000 $31,500 $-- -- -- -- $ --
President, CEO and Director 2002 165,000 -- -- -- -- -- 286
2001 148,500 -- -- -- -- -- 1,575
Leonard H. Wood............ 2003 $150,000 $ -- $-- -- -- -- $7,291
Vice President, General 2002 150,000 -- -- -- -- -- 7,551
Manager and Director 2001 135,000 -- -- -- -- -- 8,866
Peter C. Canepa............ 2003 $140,000 $ -- $-- -- -- -- $ --
Secretary, Treasurer and
CFO 2002 140,000 -- -- -- -- -- 424
2001 128,154 -- -- -- -- -- 1,005
OTHER EMPLOYEE
Thomas J. Winters.......... 2003 $140,000 $ -- $-- -- -- -- $ --
Vice President of Sales 2002 140,000 -- -- -- -- -- 875
2001 126,000 -- -- -- -- -- 1,575

-------------------------
(1) Does not include any value that might be attributable to job-related
personal benefits, the annual value of which has not exceeded the lesser of
10% of annual salary plus bonus or $50,000 for each executive officer.

(2) Represents the dollar value of the premiums paid by the Company for life
insurance policy maintained in respect an Executive Deferred Compensation
Plan agreement with Mr. Wood. This Agreement provides that upon death,
disability or retirement from service after reaching age 65, the employee or
his heirs and assigns will receive $50,000 per year for five consecutive
years.

(3) Required matching contribution by the Company to the 401(k) plan, which is
maintained by the Company for its employees generally.

Option Grants Table

No stock options were granted during fiscal year ended August 31, 2003.

Option Exercises Table

The following table provides information on the value of options held by
each of the executive officers of the Company at August 31, 2003 measured in
terms of the closing price of the Company's Common Shares on that day. There
were no options exercised by any officer during the year.

NUMBER OF
SECURITIES
UNDERLYING VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS/SARS AT OPTIONS
SHARES AUGUST 31, 2003 IN-THE-MONEY
ACQUIRED VALUE EXERCISABLE OPTIONS AT
NAME AND PRINCIPAL POSITION ON EXERCISE REALIZED (SHARES) AUGUST 31, 2003
--------------------------- ----------- -------- --------------- ---------------

Kenneth K. Rieth -- President, C.E.O. &
Chairman................................... -- -- 100,000(1) $56,500
Leonard H. Wood -- Vice President, General
Manager and Director....................... -- -- 30,000(2) $22,600
Peter C. Canepa -- Secretary, Treasurer and
CFO........................................ -- -- 30,000(2) $22,600
Thomas J. Winters -- Vice President of
Sales...................................... -- -- 30,000(2) $22,600

-------------------------
(1) On November 2, 1998, Mr. Rieth was granted a stock option for 50,000 shares,
exercisable at $6.625 per share under the 1998 Key Employee Stock Option
Plan, expiring November 2, 2008. On November 24, 2000, Mr. Rieth was granted
a stock option for 50,000 shares, exercisable at $3.75 per share after
November 24, 2000 and expires November 2, 2009.

(2) On November 2, 1998, Messrs. Wood, Winters and Canepa were granted stock
options for 10,000 shares each, exercisable at $6.625 per share under the
1996 Incentive Employee Stock Option Plan, as amended, expiring November 2,
2008. On November 24, 2000, Messrs. Wood, Winters and Canepa were granted
stock options for 20,000 shares each, exercisable at $3.75 per share after
November 24, 2000 and expires November 2, 2009.

MEETINGS AND COMMITTEE OF THE BOARD OF DIRECTORS

The Board of Directors of the Company held four (4) formal meetings during
the fiscal year ended August 31, 2003. The Audit Committee of the Board of
Directors held three (3) formal meetings during the fiscal year ended August 31,
2003. The Compensation Committee of the Board of Directors held three (3) formal
meetings during the fiscal year ended August 31, 2003. Each incumbent director
attended at least 75% of the meetings of the Board and the committees on which
he served during the fiscal year ended August 31, 2003.

REPORT OF THE AUDIT COMMITTEE

Members: Thomas H. Highley, Chairman
Dr. Jay S. Baron

The Audit Committee is responsible for:

- recommending to the Board of Directors the retention or discharge of the
independent public accountants

- reviewing the arrangements and scope of the audit and non-audit
engagements;

- compensation of the independent public accountants;

- reviewing with the independent public accountants and the Company's
financial officers the adequacy of the Company's internal financial
controls;

- reviewing major changes in accounting policies; and

- maintaining direct lines of communication with the board of directors and
Riviera's management and independent public accountants

On November 3, 2003, the Audit Committee adopted an amended Audit Committee
Charter, which is attached as EXHIBIT A to this proxy statement, which contains
a detailed description of the committee's duties and responsibilities.

The Audit Committee of the Board of Directors of Riviera Tool Company is
responsible for providing independent, objective oversight for Riviera's
financial reporting functions and internal control systems. The Audit committee
is currently comprised of three nonemployee directors. Each of these members of
the Audit Committee is independent as defined by the Securities and Exchange
Commission regulations and the American Stock Exchange's listing standards. The
Audit Committee operates under a written charter adopted by Riviera's Board of
Directors.

The Audit Committee has reviewed and discussed with the Company's
management and the Company's independent auditors the audited financial
statements of the Company contained in the Company's fiscal 2003 Annual Report.
Without limiting the foregoing, the Audit Committee has also discussed with the
Company's independent auditors the matters required to be discussed by Statement
on Auditing Standards No. 61, Communication with Audit Committees, as amended.

The members of the Audit Committee have received and reviewed the written
disclosures and the letter from Deloitte and Touche LLP required by Independence
Standards Board Standard No. 1, Independence Discussions with Audit Committees,
as amended, and have reviewed, evaluated and discussed with that firm its
independence from the Company.

Recommendation to the Riviera Tool Company Board of Directors. Based on its
review of the audited financial statements and the various discussions noted
above, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Company's fiscal 2003 Annual
Report on Form 10-K for the year ended August 31, 2003.

The Audit Committee
Thomas H. Highley, Chairman
Dr. Jay S. Baron

COMPENSATION PLANS

COMPENSATION POLICY

The Company's compensation policy for executive officers is designed to
support the overall objective of enhancing value for shareholders by attracting,
developing, rewarding, and retaining highly qualified and productive
individuals; relating compensation to both Company and individual performance;
and ensuring compensation levels that are externally competitive and internally
equitable.

COMPENSATION PROGRAMS

Base Salary

The Compensation Committee reviews each officer's salary annually. In
determining appropriate salary levels, consideration is given to scope of
responsibility, experience, Company and individual performance as well as pay
practices of other companies relating to executives with similar responsibility.

review, the Board of Directors established Mr. Rieth's base salary on April 25,
2003. This base compensation consists of a regular payroll payment of $250,000
per year plus an annual bonus equal to 3.5% of the Company's income from
operations before such bonus expense. Messrs. Canepa and Wood received a base
salary of $140,000 and $150,000, respectively, for fiscal 2003.

Bonus Awards

The Company's officers may be considered for annual cash bonuses which are
awarded to recognize and reward corporate and individual performance based on
meeting specified goals and objectives. The plan in effect for fiscal 2003 for
Mr. Rieth provided a bonus to Mr. Rieth. In determining a bonus to Mr. Rieth,
the Committee reviews compensation levels and financial results available to it
for chief executive officers for similarly sized companies as well as those
located near the Company's headquarters. Mr. Rieth recommends to the Committee
Messrs. Canepa's and Wood's bonus based on his review of corporate and Messrs.
Canepa's and Wood's individual performances as well as the performance bonus the
management team awards to employees of the Company other than Messrs. Canepa,
Wood and Rieth.

Stock Options

Under the Company's 1996 Incentive Stock Option Plan, as amended, stock
options may be granted to the Company's key employees including Messrs. Rieth,
Wood and Canepa. The number of options granted is determined by the subjective
evaluation of the person's ability to influence the Company's long-term growth
and profitability. For fiscal 2003, no stock options were issued under such
plan.

Under the Company's 1998 Key Employee Stock Option Plan, stock options may
be granted to the Company's key employees and directors including Messrs. Rieth,
Highley, Baron, Wood, and Canepa. The number of options granted is determined by
the subjective evaluation of the person's ability to influence the Company's
long-term growth and profitability. For fiscal 2003, no stock options were
issued under such plan.

Stock options are granted with an exercise price equal to the market price
of the Common Shares on the date of grant. Since the value of an option bears a
direct relationship to the Company's stock price, it is an effective incentive
for employees to create value for shareholders. The Committee therefore views
stock options as an important component of its future compensation policy.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the compensation committee during fiscal year ended 2003
were Thomas H. Highley and Dr. Jay S. Baron. Neither Mr. Highley nor Dr. Baron
were ever an officer or employee of the Company or any of its subsidiaries, and
none of them had any relationship requiring disclosure by the Company under Item
404 of Regulation S-K for the fiscal year ended 2003.

REPORT OF THE COMPENSATION COMMITTEE

Members: Thomas H. Highley, Chairman
Dr. Jay S. Baron

The Compensation Committee is responsible for:

- recommending to the Board of Directors the remuneration arrangements for
Kenneth K. Rieth, President and Chief Executive Officer of the Company;
and

- granting stock options under the Company's 1996 Incentive Stock Option
Plan, as amended, and under the 1998 Key Employee Stock Option Plan

On November 3, 2003, the Compensation Committee adopted a Compensation
Committee Charter, which is attached as EXHIBIT B to this proxy statement, which
contains a detailed description of the committee's duties and responsibilities.

The duty of the Committee is to recommend to the Board of Directors the
remuneration arrangements for Kenneth K. Rieth, President and Chief Executive
Officer of the Company, as well as grant stock options under the Company's 1996
Incentive Stock Option Plan, as amended, and the 1998 Key Employee Stock Option
Plan. The Company's Board of Directors has given Mr. Rieth the authority to set
the compensation for senior management.

COMPENSATION PROGRAMS

Base Salary

The Committee reviews each officer's salary annually. In determining
appropriate salary levels, consideration is given to scope of responsibility,
experience, Company and individual performance as well as pay practices of other
companies relating to executives with similar responsibility.

In addition, with respect to the base salary of Mr. Rieth, the Compensation
Committee has acknowledged the longevity of Mr. Rieth's service to the Company
and its belief that Mr. Rieth is an excellent representative of the Company
within the industry. In assessing Mr. Rieth's compensation, the committee
engaged an independent firm to perform a review of his proposed compensation.
Upon completion of such review, the Board of Directors established Mr. Rieth's
base salary on April 25, 2003. This base compensation consists of a regular
payroll payment of $250,000 per year plus an annual bonus equal to 3.5% of the
Company's income from operations before such bonus expense. Messrs. Canepa and
Wood received a base salary of $140,000 and $150,000, respectively for fiscal
2003.

Bonus Awards

Stock Options

Under the Company's 1998 Key Employee Stock Option Plan, stock options may
be granted to the Company's key employees and directors including Messrs. Rieth,
Baron, Highley Wood, and Canepa. The number of options granted is determined by
the subjective evaluation of the person's ability to influence the Company's
long-term growth and profitability. For fiscal 2003, no stock options were
issued under such plan.

The Compensation Committee
Thomas H. Highley, Chairman
Jay S. Baron, Secretary

STOCK PERFORMANCE GRAPH

The following line graph compares the cumulative total shareholder return
for the Company's Common Shares with the cumulative total return of the
Standards & Poors 500 Composite Index and an index of peer companies selected by
the Company.

The comparison assumes $100 was invested on March 4, 1997 (the date of the
Company's initial public offering) in the Company's Common Shares, the S&P 500
Composite Index and the peer group. The companies in the peer group, all of
which are in the automotive industry, are as follows:

Dana Corporation
Gentex Corporation
Hayes Lemmerz International Inc.
Magna International Inc.
Spartan Motors Inc.
Superior Industries International
Tower Automotive Inc.

[PERFORMANCE GRAPH]

Indexed Returns
Years Ending
---------------------------------------------------------------------
Base Period Cumulative Total Return
------------- ---------------------------------------------------------------------
March 4, August 31, August 31, August 31, August 31, August 31,
Company Name/Index 1997 1999 2000 2001 2002 2003

Riviera Tool Company $100 $ 99.75 $ 67.54 $ 33.29 $ 32.19 $107.60
S&P 500 $100 $139.83 $162.64 $122.98 $100.85 $113.02
Peer Group $100 $108.05 $ 86.95 $ 96.15 $ 95.95 $111.44

-------------------------
(1) $100 invested on 8/31/98 in stock or index -- including reinvestment of
dividends. Fiscal ending August 31.

Copyright E 2002. Standard & Poor's, a division of The McGraw-Hill Companies,
Inc. All rights reserved. www.researchdatagroup.com/S&P.htm

FINANCIAL AND OTHER INFORMATION

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED AUGUST 31, 2003 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE
FURNISHED WITHOUT THE ACCOMPANYING EXHIBITS TO STOCKHOLDERS WITHOUT CHARGE UPON
WRITTEN REQUEST THEREFOR SENT TO PETER C. CANEPA, RIVIERA TOOL COMPANY, 5460
EXECUTIVE PARKWAY S.E., GRAND RAPIDS, MICHIGAN

49512. Each such request must set forth a good faith representation that as of
December 3, 2003 the person making the request was the beneficial owner of
Common Shares entitled to vote at the 2003 Annual Meeting of Stockholders.

STOCKHOLDER PROPOSALS FOR THE 2004 MEETING

A shareholder proposal which is intended to be presented at the 2004 Annual
Meeting of Shareholders must be received by the Company at 5460 Executive
Parkway SE, Grand Rapids, Michigan 49512, no later than by August 1, 2004, in
order to be eligible for inclusion in the Proxy Statement and form of Proxy
relating to that meeting. A shareholder who desires to submit any such proposal
should refer to the applicable rules and regulations of the Securities and
Exchange Commission, Washington, D.C. 20549.

OTHER BUSINESS

Neither the Company nor the members of the Board of Directors intend to
bring before the Annual Meeting any matters other than those set forth in the
Notice of Annual Meeting, and they have no present knowledge that any other
matters will be presented for action at the Meeting by others. However, if any
other matters properly come before the Meeting, it is the intention of the
persons named in the enclosed form of proxy to vote in accordance with their
best judgment.

It is important that proxies be returned promptly to avoid unnecessary
expenses. Therefore, all Common Shareholders (even those planning to attend the
meeting) are urged, regardless of the number of shares of stock owned, to sign
date and return the enclosed proxy in the business-reply envelope, also
enclosed. Shareholders attending in person may withdraw their proxies and vote
in person.

VOTING OF PROXIES

Proxies which are signed and returned will be voted for the nominees named
above to serve until the Annual Meeting of Shareholders in 2003 unless authority
to vote upon the election of directors is withheld. Abstentions will be treated
as shares present for determining a quorum and all abstentions, withheld votes
and broker non-votes will not be deemed votes cast in determining the outcome of
any matter.

ANNUAL REPORT ON FORM 10-K

A copy of the Company's 10-K Annual Report, filed with the Securities and
Exchange Commission, is available without charge to shareholders by written or
electronic request to:

Mr. Peter C. Canepa
Riviera Tool Company
5460 Executive Parkway SE
Grand Rapids, Michigan 49512
pcanepa@rivieratool.com

By order of the Board of Directors

/s/ Peter C. Canepa
--------------------------------------
PETER C. CANEPA, Secretary

EXHIBIT A

AUDIT COMMITTEE CHARTER
OF
RIVIERA TOOL COMPANY

1. ORGANIZATION.

(a) There shall be a committee of the Board of Directors (the "Board") to
be known as the audit committee. The audit committee shall be composed of three
or more Directors appointed by the Board who are independent of the management
of Riviera Tool Company (the "Company") and are free of any relationships that,
in accordance with the applicable laws and regulations, would interfere with
their exercise of independent judgment as committee members. A non-independent
director may serve on the audit committee pursuant to certain exceptional and
limited circumstances for a maximum period of two years. Such a non-independent
director cannot serve as chairman of the committee. Any directors not meeting
other SEC or applicable exchange requirements, such as financial expertise,
shall not be eligible.

(b) All members of the audit committee shall have a working familiarity
with basic finance and accounting practices and be able to read and understand
fundamental financial statements including the Company's balance sheet, income
statement and cash flow statement at the time of appointment. It is the desire
of the Board that at least one member of the audit committee shall be considered
an "audit committee financial expert" with accounting or financial management
experience, a professional certification in accounting, or other comparable
experience or background which may consist of a current or past position as a
chief executive or financial officer or other senior officer with financial
oversight responsibilities. Audit committee members may enhance their
familiarity with finance and accounting by participating in educational programs
conducted by the Company or an outside consultant.

(c) The members of the audit committee shall be recommended to the Board by
the nominating committee and shall be elected by the Board at the annual
organizational meeting of the Board and shall serve until their respective
successors are duly elected and qualified. Unless a chair of the audit committee
is elected by the Board, the members of the audit committee may designate a
chair by majority vote of the audit committee membership.

2. PURPOSE.

(a) The primary function of the audit committee is to provide assistance to
the Board in fulfilling its oversight responsibilities relating to corporate
accounting and reporting practices of the Company and monitoring the quality and
integrity of the financial reports of the Company. The audit committee's role
includes a particular focus on the qualitative aspects of financial reporting to
shareholders, and on the Company's processes to manage business and financial
risk, and for compliance with significant applicable legal, ethical, and
regulatory requirements.

(b) In discharging its purposes, the audit committee will maintain free and
open communications between the Directors, the independent auditors, the
Company's controller, and the financial management of the Company.

(c) The audit committee is directly responsible for the appointment,
compensation, and oversight of the independent auditors and the Company's
internal auditor, if any. engaged to prepare or issue an audit report on the
financial statements of the Company. The independent auditors shall report
directly to the audit committee.

3. MEETINGS.

The audit committee shall meet at least four times annually, or more
frequently as circumstances may dictate. As part of its responsibility to foster
open communication, the audit committee should meet at least annually with
management and the independent auditors in separate executive sessions to
discuss any matters

that the audit committee or each of these groups believe should be discussed
privately. In addition, the audit committee or its chair should meet with the
independent auditors and management quarterly to review the Company's financials
in discharge of the responsibility set forth in Paragraph 4(c).

4. RESPONSIBILITIES AND DUTIES.

The audit committee relies on management and the independent auditors in
carrying out its oversight responsibilities. Management of the Company is
responsible for determining that the Company's financial statements are
complete, accurate and in accordance with generally accepted accounting
principles. The independent auditors are responsible for auditing the Company's
financial statements. It is not the duty of the audit committee to plan or
conduct audits, to determine that the financial statements are complete and
accurate and are in accordance with generally accepted accounting principles, or
to assure compliance with laws and regulations or the Company's internal
policies, procedures and controls.

The audit committee's specific responsibilities and duties in carrying out
its oversight role are listed in the checklist below. In preparing the agenda
for each meeting of the audit committee, management will include all of the
required topics as forth in this matrix. The chairman of the audit committee
will review the agendas before the meetings to ensure that all required topics
are included.

The audit committee shall pre-approve all auditing services and permitted
non-audit services (including the fees and terms thereof) to be performed for
the Company by its independent accountants, subject to the de minimus exceptions
for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act
which are approved by the audit committee prior to the completion of the audit.
Pre-approval of all auditing services and permitted non-audit services shall be
in accordance with the policy of the audit committee appended to this Charter as
Attachment A, as may be amended or modified by the audit committee.

AUDIT COMMITTEE MEETING
WHEN RESPONSIBILITY IS PERFORMED
--------------------------------------------------
AS
AUDIT COMMITTEE RESPONSIBILITY 1ST QTR 2ND QTR 3RD QTR 4TH QTR NEEDED
------------------------------ ------- ------- ------- ------- ------

1. Review this audit committee charter and checklist
at least annually, and make recommendations to the
Board for any appropriate updates or changes. .... X
2. Perform all functions assigned by the law, the
Company's charter or bylaws or the Board of
Directors. ....................................... X
3. Meet four times per year or more frequently as
circumstances require. The Committee may ask
members of management or others to attend the
meeting and provide pertinent information as
needed. .......................................... X X X X X
4. Investigate any matter brought to its attention,
with full power to engage independent counsel and
other advisors as deemed necessary. .............. X
5. Appoint, approve the compensation of, and provide
oversight of the independent auditors. ........... X X X X
6. Pre-approve all auditing and non-auditing services
provided by the accountants, in order to determine
the independence of the independent
accountants.(a)................................... X X X X X
7. Ensure that all non-audit services provided by the
independent accountants are disclosed in the
annual proxy statement. .......................... X

8. Provide an open avenue of communication between
the independent auditors, Finance management and
the Board of Directors. Report Committee actions
and recommendations to the Board of Directors. ... X
9. Provide a report in the annual proxy that includes
the Committee's review and discussion of matters
with management and the independent independent
auditors. ........................................ X
10. Include a copy of the Committee charter as an
appendix to the proxy statement at least once
every three years. ............................... X
11. Verify the Committee consists of a minimum of
three members who are financially literate,
including at least one member who is a "financial
expert.".......................................... X X X X X
12. Review the independence of each Committee member
based on applicable regulations. ................. X X X X X
13. Review separately with Finance management and with
the independent auditors at the completion of the
annual audit:..................................... X
(a) The Company's annual financial statements and
related footnotes.
(b) The independent auditors' audit of the
financial statements and its report thereon.
(c) Any significant findings and recommendations
of the independent auditors together with
management responses.
(d) Any significant changes required in the
independent auditors' audit plan.
(e) Any serious difficulties or disputes with
management encountered during the course of the
audit.
(f) Other matters related to the conduct of the
audit, which are to be communicated to the
Committee under generally accepted auditing
standards.
14. Review and approve all related-party transactions.
Ensure disclosure of related-party transactions
are made within the applicable regulations
dependent on the dollar amount.(b)................ X X X X X
15. Review with Finance management and the independent
auditors the periodic reports filed with the
Securities and Exchange Committee on Forms 10-Q
prior to its filing and prior to the release of
quarterly earnings. .............................. X X X X
16. Inquire of Finance management and the independent
auditors about significant risks or exposures that
the Company may have, and assess the steps
management has taken to minimize such risks or
exposures or to protect against such risks or
exposures with insurance coverages. .............. X

17. Inquire of Finance management about significant
changes to internal controls or the Company's
internal and external financial reporting
processes. ....................................... X X
18. Periodically consult with independent auditors,
outside the presence of management, about internal
controls, the financial reporting processes, both
internal and external. ........................... X X
19. Review with the independent accounting firm and
Finance management the audit scope and plan, and
coordination of audit efforts to assure
completeness of coverage, reduction of redundant
efforts, and the effective use of audit
resources. ....................................... X
20. Review with Finance management any significant
changes to GAAP and/or the Company's policies or
standards. ....................................... X X
21. Review any complaints of impropriety and monitor
the investigation of such complaints received in
accordance with the Whistleblowing Policy Related
to Financial Issues. ............................. X
22. In connection with each periodic report of the
Company, review:.................................. X X X X X
(a) Management's disclosure to the Committee under
Section 302 of the Sarbanes-Oxley Act.
(b) The contents of the Chief Executive Officer
and the Chief Financial Officer certificates
to be filed under Sections 302 and 906 of the
Act.
23. Review filings (including interim reporting) with
the SEC and other published documents including
press releases containing the Company's financial
statements and consider whether the information
contained in these documents is consistent with
the information contained in the financial
statements before it is filed with the SEC or
other regulators. ................................ X
24. Review and monitor the appropriate standards
adopted as a code of ethics. Discuss with Finance
management and General Counsel the results of the
review of the Company's monitoring compliance with
such standards and it compliance policies. ....... X X
25. Meet separately with Finance management and with
the independent auditors to discuss any matters
that the Committee, the independent auditors or
Finance management believes should be discussed
privately with the Committee. .................... X

(a) All services proposed by the independent auditors must be forwarded to
the chairman of the audit committee. Based on the timing and urgency of the
services to be performed, the chairman will present the proposed services and
the related fees to the committee at the quarterly meetings or may call a
special meeting in order to review and approve the proposed services and related
fees. The audit committee chairman must communicate the approval of the fees to
Finance management, and Finance may pay such approved fees upon

receipt of an appropriate billing statement from the independent auditors that
is consistent with what was approved; provided that, if any fees charged by the
independent auditors exceed those approved by the committee or are otherwise
inconsistent with the committee's approval, Finance management shall promptly
advise the chairman of such inconsistency.

(b) All proposed related party transactions must be forwarded to the
chairman of the audit committee in advance. Based on the timing and urgency of
the related party transaction, the chairman will present the transaction to the
committee at the quarterly meetings or may call a special meeting in order to
review and approve the transaction.

(c) The audit committee has the authority to engage and determine funding
for independent counsel and other advisors, as set forth in Section 301 of the
Sarbanes-Oxley Act.

(d) The audit committee must establish procedures for receipt, retention
and treatment of complaints received by the issuer regarding accounting,
internal accounting controls or auditing matters. Additionally, the audit
committee is required to ensure that such complaints are treated confidentially
and anonymously, as set forth in Section 301 of the Sarbanes-Oxley Act.

ATTACHMENT A

RIVIERA TOOL COMPANY AUDIT COMMITTEE PRE-APPROVAL POLICY

STATEMENT OF PRINCIPLES

The audit committee is required to pre-approve the audit and non-audit
services performed by the independent auditor in order to assure that the
provision of such services do not impair the auditor's independence. Unless a
type of service to be provided by the independent auditor has received general
pre-approval by resolution of the audit committee, it will require specific
pre-approval by the audit committee. Any proposed services exceeding
pre-approved cost levels will require specific pre-approval by the audit
committee.

The term of any general pre-approval is 12 months from the date of
pre-approval, unless the audit committee specifically provides for a different
period. The audit committee will annually review and pre-approve the services
that may be provided by the independent auditor without obtaining specific
pre-approval from the audit committee. The audit committee does not delegate its
responsibilities to pre-approve services performed by the independent auditor to
management.

DELEGATION

The audit committee may delegate pre-approval authority to one or more of
its members. The member or members to whom such authority is delegated shall
report any pre-approval decisions to the audit committee at its next scheduled
meeting.

AUDIT SERVICES

The annual audit services engagement terms and fees will be subject to the
specific pre-approval of the audit committee. The audit committee will approve,
if necessary any changes in terms, conditions and fees resulting from changes in
audit scope, Company structure or other matters.

In addition to the annual audit services engagement specifically approved
by the audit committee, the audit committee may grant general pre-approval for
other audit services, which are those services that only the independent auditor
reasonably can provide.

AUDIT-RELATED SERVICES

Audit-related services are assurance and related services that are
reasonably related to the performance of the audit or review of the Company's
financial statements or that are traditionally performed by the independent
auditor. The audit committee believes that the provision of audit-related
services does not impair the independence of the auditor; however, all
audit-related services shall be specifically pre-approved by the audit
committee.

TAX SERVICES

The audit committee believes that the independent auditor can provide tax
services to the Company such as tax compliance, tax planning and tax advice
without impairing the auditor's independence. However, the audit committee will
not permit the retention of the independent auditor in connection with a
transaction initially recommended by the independent auditor, the purpose of
which may be tax avoidance and the tax treatment of which may not be supported
in the Internal Revenue Code and related regulations. The audit committee has
pre-approved all tax services.

ALL OTHER SERVICES

The audit committee may grant general pre-approval to those permissible
non-audit services classified as all other services that it believes are routine
and recurring services, and would not impair the independence of the auditor.

A list of the Commission's prohibited non-audit services is incorporated by
reference into this policy. The Commission's rules and relevant guidance should
be consulted to determine the precise definitions of these services and the
applicability of exceptions to certain of the prohibitions.

PRE-APPROVAL FEE LEVELS

Pre-approval fee levels for all services to be provided by the independent
auditor will be established annually by the audit committee. Any proposed
services exceeding these levels will require specific pre-approval by the audit
committee.

PROCEDURES

Requests or applications to provide services that require specific approval
by the audit committee will be submitted to the audit committee by both the
independent auditor and the Chief Financial Officer and Chief Executive Officer,
and must include a joint statement as to whether, in their view, the request or
application is consistent with the Commission's rules on auditor independence.

EXHIBIT B

COMPENSATION COMMITTEE CHARTER
OF
RIVIERA TOOL COMPANY
(THE "COMPANY")

PURPOSE

The purpose of the Compensation Committee (the "Committee") shall be as
follows:

1. To discharge the responsibilities of the Board of Directors
relating to the Company's compensation programs and compensation of the
Company's executives; and

2. To produce an annual report on executive compensation for inclusion
in the Company's annual proxy statement in accordance with applicable rules
and regulations of the Securities and Exchange Commission (the "SEC") and
other regulatory bodies.

COMPOSITION

The Committee shall consist of three or more members of the Board of
Directors, each of whom is determined by the Board of Directors to be
"independent" under the rules of the Sarbanes-Oxley Act. Additionally, no
director may serve unless that director (1) is a "Non-employee Director" for
purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended,
and (2) satisfies the requirements of an "outside director" for purposes of
Section 162(m) of the Internal Revenue Code.

APPOINTMENT AND REMOVAL

The members of the Committee shall be appointed by the Board of Directors
and shall serve until such member's successor is duly elected and qualified or
until such member's earlier resignation or removal. The members of the Committee
may be removed, with or without cause, by a majority vote of the Board of
Directors.

CHAIRMAN

Unless a Chairman is elected by the full Board of Directors, the members of
the Committee shall designate a Chairman by majority vote of the full Committee
membership. The Chairman will chair all regular sessions of the Committee and
set the agendas for Committee meetings.

DELEGATION TO SUBCOMMITTEES

In fulfilling its responsibilities, the Committee shall be entitled to
delegate any or all of its responsibilities to a subcommittee of the Committee.

MEETINGS

The Committee shall meet at least two times annually, or more frequently as
circumstances dictate. The Chairman of the Board or any member of the Committee
may call meetings of the Committee.

As part of its review and establishment of the performance criteria and
compensation of designated key executives, the Committee should meet separately
at least on an annual basis with the CEO and any other corporate officers as it
deems appropriate. However, the Committee should also meet from time to time
without such officers present, and in all cases, such officers shall not be
present at meetings at which their performance and compensation are being
discussed and determined. All meetings of the Committee may be held
telephonically.

All non-management directors who are not members of the committee may
attend meetings of the Committee, but may not vote. In addition, the Committee
may invite to its meetings any director, member of

management of the Company, and such other persons as it deems appropriate in
order to carry out its responsibilities. The Committee may also exclude from its
meetings any persons it deems appropriate in order to carry out its
responsibilities.

DUTIES AND RESPONSIBILITIES

The Committee shall carry out the duties and responsibilities set forth
below. These functions should serve as a guide with the understanding that the
Committee may determine to carry out additional functions and adopt additional
policies and procedures as may be appropriate in light of changing business,
legislative, regulatory, legal, or other conditions. The Committee shall also
carry out any other responsibilities and duties delegated to it by the Board of
Directors from time to time related to the purposes of the Committee outlined in
this Charter.

In discharging its oversight role, the Committee is empowered to study or
investigate any matter of interest or concern that the Committee deems
appropriate and shall have the sole authority to retain, without seeking Board
approval outside counsel or other experts for this purpose, including the
authority to approve the fees payable to such counsel or experts and any other
terms of retention.

Setting Compensation for Executive Officers and Directors

1. Establish and review the overall compensation philosophy of the Company.

2. Review and approve the Company's corporate goals and objectives relevant
to CEO and other executive officers' compensation, including annual performance
objectives.

3. Evaluate the performance of the CEO and other executive officers in
light of those goals and objectives and, based on such evaluation, review and
approve the annual salary, bonus, stock options, and other benefits, direct and
indirect, of the CEO and other executive officers.

4. In determining the long-term incentive component of compensation for the
CEO and other executive officers, the Committee should consider the Company's
performance and relative shareholder return, the value of similar incentive
awards to CEOs and other executive officers at comparable companies, and the
awards give to the Company's CEO and other executive officers in past years. The
Committee is not precluded from approving awards (with the ratification of the
Board of Directors) as may be required to comply with applicable tax laws, such
as Rule 162(m).

5. In connection with executive compensation programs:

(a) Review and recommend to the full Board of Directors, or approve,
new executive compensation programs;

(b) Review on a periodic basis the operations of the Company's
executive compensation programs to determine whether they are properly
coordinated and achieving their intended purposes;

(d) Take steps to modify any executive compensation program that
yields payments and benefits that are not reasonably related to executive
and corporate performance.

6. Establish and periodically review policies in the area of senior
management perquisites.

7. Consider policies and procedures pertaining to expense accounts of
senior executives.

8. Review and recommend to the full Board of Directors compensation of
directors as well as director's and officer's indemnification and insurance
matters.

9. Review and make recommendations to the full Board of Directors, or
approve, any contracts or other transactions with current or former executive
officers of the Company, including consulting arrangements,

employment contracts, change-in-control, severance, or termination arrangements,
and loans to employees made or guaranteed by the Company.

Monitoring Incentive and Equity-Based Compensation Plans

10. Review and make recommendations to the Board of Directors with respect
to the Company's incentive-compensation plans and equity-based plans, and review
the activities of the individuals responsible for administering those plans.

11. Review and approve all equity compensation plans of the Company that
are not otherwise subject to the approval of the Company's shareholders.

12. Review and make recommendations to the full Board of Directors, or
approve, all awards of shares or share options pursuant to the Company's
equity-based plans.

13. Monitor compliance by executives with the rules and guidelines of the
Company's equity-based plans.

14. Review and monitor employee pension, profit sharing, and benefit plans.

15. Select, retain, and/or replace, as needed, compensation and benefits
consultants and other outside consultants to provide independent advice to the
Committee. In that connection, in the event the Committee retains a compensation
consultant, the Committee shall have the sole authority to approve such
consultant's fees and other retention terms.

Reports

16. Prepare an annual report on executive compensation for inclusion in the
Company's proxy statement in accordance with applicable rules and regulations of
the SEC and other applicable regulatory bodies.

17. Report regularly to the Board of Directors with respect to matters that
are relevant to the Committee's discharge of its responsibilities and with
respect to such recommendations as the Committee may deem appropriate. The
report to the Board of Directors may take the form of an oral report by the
Chairman or any other member of the Committee designated by the Committee to
make such report.

18. Maintain minutes or other records of meetings and activities of the
Committee.

ANNUAL PERFORMANCE EVALUATION

The Committee shall perform a review and evaluation, at least annually, of
the performance of the Committee, including by reviewing the compliance of the
Committee with this Charter. In addition, the Committee shall review and
reassess, at least annually, the adequacy of this Charter and recommend to the
Board of Directors any improvements to this Charter that the Committee considers
necessary or valuable. The Committee shall conduct such evaluations and reviews
in such manner as it deems appropriate.

EXHIBIT C

RIVIERA TOOL COMPANY
GOVERNANCE COMMITTEE CHARTER

The Governance Committee reviews and reports to the board periodically on
matters of corporate governance. The Committee shall develop and recommend a set
of corporate governance principles (the Governance Principles) and review the
effectiveness of the Governance Principles periodically and recommend proposed
revisions to the board. The Committee reviews, monitors and recommends to the
board the size and composition of the board of directors and the committees of
the board.

COMMITTEE AUTHORITY AND RESPONSIBILITIES

The Committee meets as needed. The Committee may invite to its meetings any
director, officer of the Company or such other person as it deems appropriate in
order to assist it in performing its responsibilities. The Committee reports its
actions and recommendations to the board of directors. The Committee may form
and delegate authority to subcommittees when appropriate.

The Committee shall have the following powers and responsibilities:

1. Review policies and practices of the Company and monitor compliance in
areas of corporate governance and report and make recommendations to the board
with respect to such policies and practices.

2. Identify and bring to the attention of the board current and emerging
corporate governance trends and issues that may affect the business operations
and performance of the Company, protection of the Company's intellectual
property, stockholder rights and the public image of the Company.

3. Review and make recommendations to the board regarding the Company's
responses to stockholder proposals.

4. Review periodically and assess the adequacy of the Governing Principles
and recommend changes to the board.

5. Advise and make recommendations to the board on corporate governance and
all matters pertaining to the role of the board and the practices and the
performance of its directors, including the development of a set of corporate
governance principles applicable to the corporation.

6. Consider possible conflicts of interests of directors and any related
party transactions, and have the authority to approve any such related party
transactions and review the institutional and other affiliations of directors
and nominees for any potential conflict of interest problems, and make
recommendations to the board with respect to the determination of director
independence.

7. Review periodically the structure, size, composition and operation of
the board of directors and each committee of the board.

8. Review periodically the membership of each committee of the board and
recommend committee assignments to the board, including rotation, reassignment
or removal of any committee member.

9. Consider questions and make recommendations to the board regarding
determinations of independence of the members of the board.

10. Review and reassess the adequacy of the Committee Charter periodically
and recommend any proposed changes to the board for approval.

11. At the expense of the Company, engage such counsel and advisors as the
Committee deems necessary to assist in the preparation of corporate governance
codes and policies for the Company.

The Committee undertakes such additional activities within the scope of its
primary functions as the Committee or the board may from time to time determine.

RIVIERA TOOL COMPANY

PROXY FOR ANNUAL MEETING JANUARY 14, 2004

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Kenneth K. Rieth and Peter C.
Canepa and each or either of them, proxies with full power of substitution, to
vote all stock of Riviera Tool Company, a Michigan corporation, which the
undersigned is entitled to vote at the Annual Meeting of the Shareholders of the
Company to be held at 5460 Executive Parkway S.E., Grand Rapids, Michigan 49512,
on Wednesday, January 14, 2004, at 4:00 p.m. and at any adjournment.

1. ELECTION OF DIRECTOR - THOMAS H. HIGHLEY

[ ] FOR the nominee listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) To vote for the nominee listed below

2. ELECTION OF DIRECTOR -- KENNETH K. RIETH

[ ] FOR the nominee listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) To vote for the nominee listed below

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3. RATIFICATION OF SELECTION OF [ ] FOR [ ] AGAINST [ ] ABSTAIN
DELOITTE & TOUCHE LLP AS AUDITORS
FOR THE COMPANY FOR THE FISCAL YEAR
ENDING AUGUST 31, 2004.

IF YOU SIGN AND RETURN THIS PROXY, THE SHARES REPRESENTED HEREON WILL BE VOTED
IN ACCORDANCE WITH THE SPECIFICATIONS MADE HEREON. IF NOT OTHERWISE SPECIFIED,
THE PROXY WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS AS NOMINATED AND
RATIFICATION OF THE AUDITORS. THE PROXIES WILL VOTE IN ACCORDANCE WITH THEIR
BEST JUDGEMENT ON ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF.

The undersigned hereby acknowledge receipt of the Annual Report of the Company
for its fiscal year ended August 31, 2003, and Notice of Annual Meeting of
Shareholders and Proxy Statement dated December 1, 2003.

Dated: , 200
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Signature

Please sign exactly as your name
appears hereon. If stock is held
jointly, each holder should sign.
When signing as attorney, executor,
administrator, trustee, guardian,
corporate officer or in any other
capacity, please state title in full.

PLEASE SIGN, DATE AND PROMPTLY RETURN THIS PROXY