10-K/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A
(Amendment No.1)

Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007

Affinia Group Intermediate Holdings Inc.

(Exact name of registrant as specified in its charter)

1101 Technology Drive
Ann Arbor, MI 48108
(734) 827-5400

Incorporated in: Delaware			I.R.S. Employer Identification Number: 34-2022081

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes             No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

Yes             No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes             No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer. See definitions of ‘‘large accelerated filer’’, ‘‘accelerated filer’’ and ‘‘smaller reporting company’’ in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer			Accelerated Filer
Non-accelerated filer			Smaller Reporting Company
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes             No

There were 1,000 shares outstanding of the registrant’s common stock as of March 11, 2008 (all of which are privately owned and not traded on a public market).

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EXPLANATORY NOTE

The Registrant is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2007 filed with the Securities and Exchange Commission on March 11, 2008, for the purpose of filing the following Exhibits, which were inadvertently omitted from the original filing:

10.9			Affinia Group Senior Executive Deferred Compensation and Stock Award Plan
10.10			Settlement Agreement dated as of November 20, 2007 by and between Dana Corporation and Affinia Group Inc.

Unless expressly stated in this filing, this Amendment No. 1 does not reflect events occurring after the filing of the original Form 10-K, nor does it modify or update in any way the disclosures contained in the original Form 10-K.

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PART IV.

Item 15.	Exhibits and Financial Statement Schedules

(a) 3.    Exhibits

Exhibit Number						Description of Exhibit
	3	.5				Certificate of Incorporation of Affinia Group Intermediate Holdings Inc., which is incorporated herein by reference from Exhibit 3.5 of the Registration Statement on Form S-4 of Affinia Group Intermediate Holdings Inc. filed on September 8, 2005 (File No. 333-128166-10).
	3	.6				By-laws of Affinia Group Intermediate Holdings Inc., which is incorporated herein by reference from Exhibit 3.6 of the Registration Statement on Form S-4 of Affinia Group Intermediate Holdings Inc. filed on September 8, 2005 (File No. 333-128166-10).
	4	.1				Indenture, dated as of November 30, 2004, among Affinia Group Inc., the Guarantors named therein and Wilmington Trust Company, as Trustee, which is incorporated herein by reference from Exhibit 4.1 of the Registration Statement on Form S-4 of Affinia Group Intermediate Holdings Inc. filed on September 8, 2005 (File No. 333-128166-10).
	4	.4				9% Senior Subordinated Notes due 2014, Rule 144A Global Note, which is incorporated herein by reference from Exhibit 4.4 of the Registration Statement on Form S-4 of Affinia Group Intermediate Holdings Inc. filed on September 8, 2005 (File No. 333-128166-10).
	4	.5				9% Senior Subordinated Notes due 2014, Regulation S Global Note, which is incorporated herein by reference from Exhibit 4.5 of the Registration Statement on Form S-4 of Affinia Group Intermediate Holdings Inc. filed on September 8, 2005 (File No. 333-128166-10).
	10	.1				Credit Agreement, dated as of November 30, 2004, among Affinia Group Intermediate Holdings Inc., Affinia Group Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Goldman Sachs Credit Partners, L.P. and Credit Suisse First Boston, as Co-Syndication Agents, and Deutsche Bank AG, Cayman Islands Branch and UBS Securities LLC, as Co-Documentation Agents, which is incorporated herein by reference from Exhibit 10.1 of the Registration Statement on Form S-4 of Affinia Group Intermediate Holdings Inc. filed on September 8, 2005 (F ile No. 333-128166-10).
	10	.2				Amendment No. 1 and Waiver, dated as of December 12, 2005 to Credit Agreement, dated as of November 30, 2004, among Affinia Group Intermediate Holdings Inc., Affinia Group Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Goldman Sachs Credit Partners, L.P. and Credit Suisse, Cayman Islands Branch (formerly known as Credit Suisse First Boston, acting through its Cayman Islands Branch), as Co-Syn dication Agents, and Deutsche Bank AG, Cayman Islands Branch and UBS Securities LLC, as Co-Documentation Agents, which is incorporated herein by reference from Exhibit 10.1 on the Form 8-K of Affinia Group Intermediate Holdings Inc. filed on December 15, 2005 (File No. 333-128166-10).
	10	.3				Guarantee and Collateral Agreement, dated as of November 30, 2004, among Affinia Group Intermediate Holdings Inc., Affinia Group Inc., each other Subsidiary Loan Party identified therein and JPMorgan Chase Bank, N.A. as Collateral Agent, which is incorporated herein by reference from Exhibit 10.2 of the Registration Statement on Form S-4 of Affinia Group Intermediate Holdings Inc. filed on September 8, 2005 (File No. 333-128166-10).

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Exhibit Number						Description of Exhibit
	10	.4				Receivables Sale Agreement, dated as of November 30, 2004, among Affinia Group Inc., as Seller Agent, certain subsidiaries thereof, as Sellers, and Affinia Receivables LLC, as Finance Subsidiary, which is incorporated herein by reference from Exhibit 10.3 of the Registration Statement on Form S-4 of Affinia Group Intermediate Holdings Inc. filed on September 8, 2005 (File No. 333-128166-10).
	10	.5				Amendment, dated as of April 1, 2005, to the Receivables Sale Agreement, dated as of November 30, 2004, among Affinia Group Inc., as Seller Agent, certain subsidiaries thereof, as Sellers, and Affinia Receivables LLC, as Finance Subsidiary, which is incorporated herein by reference from Exhibit 10.4 of the Registration Statement on Form S-4 of Affinia Group Intermediate Holdings Inc. filed on September 8, 2005 (File No. 333-128166-10).
	10	.6				Receivables Purchase Agreement, dated as of November 30, 2004, among Affinia Receivables LLC, as Finance Subsidiary, Affinia Group Inc., as Servicer, Park Avenue Receivables Company LLC, and JPMorgan Chase Bank, N.A., as Agent, which is incorporated herein by reference from Exhibit 10.5 of the Registration Statement on Form S-4 of Affinia Group Intermediate Holdings Inc. filed on September 8, 2005 (File No. 333-128166-10).
	10	.7				Amendment Number 1, dated as of April 1, 2005, to the Receivables Purchase Agreement, dated as of November 30, 2004, among Affinia Receivables LLC, as Finance Subsidiary, Affinia Group Inc., as Servicer, Park Avenue Receivables Company LLC, and JPMorgan Chase Bank, N.A., as Agent, which is incorporated herein by reference from Exhibit 10.6 of the Registration Statement on Form S-4 of Affinia Group Intermediate Holdings Inc. filed on September 8, 2005 (File No. 333-128166-10).
	10	.8				Amendment Number 2, dated as of June 30, 2005, to the Receivables Purchase Agreement, dated as of November 30, 2004, among Affinia Receivables LLC, as Finance Subsidiary, Affinia Group Inc., as Servicer, Park Avenue Receivables Company LLC, and JPMorgan Chase Bank, N.A., as Agent, which is incorporated herein by reference from Exhibit 10.7 of the Registration Statement on Form S-4 of Affinia Group Intermediate Holdings Inc. filed on September 8, 2005 (File No. 333-128166-10).
	10	.9*#				Affinia Group Senior Executive Deferred Compensation and Stock Award Plan
	10	.10*				Settlement Agreement dated as of November 20, 2007 by and between Dana Corporation and Affinia Group Inc.
	10	.11				Stockholders Agreement, dated as of November 30, 2004, among Affinia Group Holdings Inc., various Cypress funds, Ontario Municipal Employees Retirement Board (‘‘OMERS’’), The Northwestern Mutual Life Insurance Company, California State Teachers’ Retirement System and Stockwell Fund, L.P., which is incorporated herein by reference from Exhibit 10.10 of the Registration Statement on Form S-4 of Affinia Group Intermediate Holdings Inc. filed on September 8, 2005 (File No. 333-128166-10).
	10	.12#				Employment Agreement, dated July 21, 2005, by and between Affinia Group Inc. and Terry R. McCormack, which is incorporated herein by reference from Exhibit 10.11 of the Registration Statement on Form S-4 of Affinia Group Intermediate Holdings Inc. filed on September 8, 2005 (File No. 333-128166-10).
	10	.13#				Employment Agreement, dated July 21, 2005, by and between Affinia Group Inc. and Keith A. Wilson, which is incorporated herein by reference from Exhibit 10.12 of the Registration Statement on Form S-4 of Affinia Group Intermediate Holdings Inc. filed on September 8, 2005 (File No. 333-128166-10).

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Exhibit Number						Description of Exhibit
	10	.14#				Employment Agreement, dated July 21, 2005, by and between Affinia Group Inc. and John R. Washbish, which is incorporated herein by reference from Exhibit 10.13 of the Registration Statement on Form S-4 of Affinia Group Intermediate Holdings Inc. filed on September 8, 2005 (File No. 333-128166-10).
	10	.15#				Employment Agreement, dated July 21, 2005, by and between Affinia Group Inc. and Thomas H. Madden, which is incorporated herein by reference from Exhibit 10.14 of the Registration Statement on Form S-4 of Affinia Group Intermediate Holdings Inc. filed on September 8, 2005 (File No. 333-128166-10).
	10	.16#				Employment Agreement, dated July 21, 2005, by and between Affinia Group Inc. and Steven E. Keller which is incorporated herein by reference from Exhibit 10.15 of the Registration Statement on Form S-4 of Affinia Group Intermediate Holdings Inc. filed on September 8, 2005 (File No. 333-128166-10).
	10	.17#				Affinia Group Holdings Inc. 2005 Stock Incentive Plan, which is incorporated herein by reference from Exhibit 10.16 of the Registration Statement on Form S-4 of Affinia Group Intermediate Holdings Inc. filed on September 8, 2005 (File No. 333-128166-10).
	10	.18#				Form of Nonqualified Stock Option Agreement, which is incorporated herein by reference from Exhibit 10.17 of the Registration Statement on Form S-4 of Affinia Group Intermediate Holdings Inc. filed on September 8, 2005 (File No. 333-128166-10).
	10	.19				Form of Management Stockholder’s Agreement, which is incorporated herein by reference from Exhibit 10.18 of the Registration Statement on Form S-4 of Affinia Group Intermediate Holdings Inc. filed on September 8, 2005 (File No. 333-128166-10).
	10	.20				Form of Sale Participation Agreement.
	16	.1				Letter from PricewaterhouseCoopers LLP dated October 5, 2005, which is incorporated herein by reference from Exhibit 10.1 on the Form 8-K of Affinia Group Intermediate Holdings Inc. filed on October 5, 2005 (File No. 333-128166-10).
	21	.1*				List of Subsidiaries.
	31	.1*				Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31	.2*				Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32	.1*				Certification of Terry R. McCormack, our Chief Executive Officer, President and Director, and Thomas H. Madden, our Senior Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* filed herewith

# management contract or compensatory plan or arrangement

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SIGNATURES

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AFFINIA GROUP INTERMEDIATE HOLDINGS INC.
By:			/s/ Terry R. McCormack
			Terry R. McCormack
			President, Chief Executive Officer, and Director (Principal Executive Officer)

Date:    March 14, 2008

EX-10.9

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PURPOSE

The purpose of this Affinia Group Senior Executive Deferred Compensation and Stock Award Plan is to provide employees of the Company or any of its Affiliates (as such terms are defined below) who are determined to be members of a select group of highly compensated employees an opportunity to defer payment of all or a portion of their eligible Compensation (as defined below) in accordance with the terms and conditions set forth herein, in order to provide such employees with a deferred incentive compensation opportunity and to enhance the alignment of interests between such employees and the Company’s shareholders.

ARTICLE I

DEFINITIONS

	1.1	‘‘Affiliate’’ means with respect to any Person, any entity directly or indirectly controlling, controlled by or under common control with such Person.

	1.2	‘‘Board’’ means the Board of Directors of the Company.

	1.3	‘‘Change in Control’’ means the occurrence of any of the following events: (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any Person or Group other than Cypress or its controlled affiliates; (ii) any Person or Group, other than Cypress or its controlled affiliates, is or becomes the ‘‘beneficial owner’’ (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company, including by way of merger, consolidation or otherwise, and Cypress does not have the power (by contract or otherwise) to appoint a majority of the members of the Board; or (iii) any Person or Group, other than Cypress or its controlled affiliates, is or becomes the ‘‘beneficial owner,’’ directly or indirectly, of more than 30% of the total voting power of the voting stock of the Company directly or indirectly, such Person or Group acquires more voting power in the Company than Cypress or its controlled affiliates combined (including voting power held by contract) and Cypress does not have the power (by contract or otherwise) to appoint a majority of the members of the Board; provided, however, that in all cases such event also satisfies the requirements to be a ‘‘change in ownership of a corporation’’, ‘‘change in the effective control o f a corporation’’ or ‘‘change in the ownership of a substantial portion of a corporation’s assets’’ within the meaning of Code Section 409A and the related regulations thereunder.

	1.4	‘‘Code’’ means the Internal Revenue Code of 1986, as amended.

	1.5	‘‘Committee’’ means the compensation committee of the Board or such other committee of the Board as may be appointed by the Board from time to time to administer this Plan.

	1.6	‘‘Company’’ means Affinia Group Holdings Inc.

	1.7	‘‘Compensation’’ means the annual bonus or annual cash incentive compensation earned by an Executive, as determined by the Committee, with respect to employment services performed by the Executive for the Company or any of its Affiliates in any Year and considered to be ‘‘wages’’ for purposes of federal income tax withholding under such annual bonus plan as the Committee shall designate for this purpose, and subject to such limitations or conditions as may be imposed by the Committee for any particular Year. Compensation shall not include any such amounts deferred by the Exec utive pursuant to the Company’s tax qualified plans which may be maintained under Section 401(k) or Section 125 of the Code, or pursuant to any other non-qualified plan (other than this Plan) which permits or requires the deferral of such compensation.

	1.8	‘‘Cypress’’ means Cypress Merchant Banking Partners II L.P., Cypress Merchant Banking II C.V., 55th Street Partners II L.P. and Cypress Side-By-Side LLC.

	1.9	‘‘Disability’’ shall have the meaning under Section 409A(a)(2)(C)(i) of the Code.

	1.10	‘‘Election Form’’ shall have the meaning set forth in Section 2.3 of the Plan.

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	1.11	‘‘ERISA’’ means the Employee Retirement Income Security Act of 1974, as amended.

	1.12	‘‘Exchange Act’’ means the Securities Exchange Act of 1934, as amended.

	1.13	‘‘Executive’’ means an employee of the Company or any of its Affiliates who is determined by the Committee to be a member of a select group of highly compensated employees and who shall be designated by the Committee to participate in the Plan.

	1.14	‘‘Fair Market Value’’ means, on a per Share basis, (i) if there is a public market for the Shares on the applicable measuring date, the closing price of the Shares on such stock exchange on which the Shares are principally trading on the applicable date, or, if there were no sales on such date, on the closest preceding date on which there were sales of Shares, or (ii) if there is no public market for the Shares on the applicable measuring date, the fair market value of the Shares as determined in good faith by the Committee using a consistent methodology.

	1.15	‘‘FICA Tax’’ shall have the meaning set forth in Section 9.4 of the Plan.

	1.16	‘‘Group’’ means a ‘‘group’’ as such term is used in Sections 13(d) and 14(d) of the Exchange Act.

	1.17	‘‘Initial Public Offering’’ means the consummation of an underwritten public offering of Shares registered under the Securities Act of 1933, as amended, by the Company.

	1.18	‘‘Investment Date’’ shall have the meaning set forth in Section 4.2 of the Plan.

	1.19	‘‘Management Stockholders Agreement’’ means the Management Stockholders Agreement entered into between the Company and the Executive, as in effect from time to time.

	1.20	‘‘Matching Contribution’’ shall have the meaning set forth in Section 3.1 of the Plan.

	1.21	‘‘Participant’’ means an Executive who has deferred Compensation pursuant to the Plan and who has a Share Account to which such deferred amounts are credited under the Plan.

	1.22	‘‘Person’’ means a ‘‘person,’’ as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act (or any successor section thereto).

	1.23	‘‘Plan’’ means this Affinia Group Senior Executive Deferred Compensation and Stock Award Plan, as it may be amended from time to time.

	1.24	‘‘Retirement’’ means a Participant’s Separation from Service at a time when the Participant has either (x) reached age 65 or (y) reached age 55 and been employed by the Company and its Affiliates for at least ten years of service (calculated in a manner consistent with Affinia Group Partners in Wealth Savings Plan, as established effective January 1, 2005, as amended from time to time, including the restatement effective January 1, 2008).

	1.25	‘‘Separation from Service’’ means a Participant’s separation from service with the Company and its Affiliates within the meaning of Treas. Reg. Section 1.409A-1(h) of the Code.

	1.26	‘‘Share Account’’ means the account created by the Company pursuant to Article IV of this Plan to which amounts are credited in respect of deferred Compensation elections filed by an Executive under Article II hereof. Amounts credited to the Participant in respect of Matching Contributions under Article III shall also be credited to a Share Account of the Participant.

	1.27	‘‘Shares’’ means the common shares of the Company, subject to adjustment pursuant to Section 7.3 of the Plan.

	1.28	‘‘Subsidiary’’ means with respect to any Person, any corporation, joint venture, partnership, limited liability company or other entity of which such Person, directly or indirectly, owns or controls capital stock (or other equity interests) representing more than fifty percent (50%) of the general voting power under ordinary circumstances.

	1.29	‘‘Year’’ means any calendar year.

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ARTICLE II

ELIGIBILITY AND ELECTION TO DEFER

	2.1	An Executive designated by the Committee as eligible to participate in the Plan shall be eligible to become a Participant hereunder. The Committee has the sole and complete discretion to determine which employees of the Company or one of its Affiliates are eligible to participate in the Plan on a Year by Year basis. No person shall have a right to be designated eligible to participate, and the designation of an Executive as eligible to participate in one Year shall not obligate the Committee to continue such Executive as eligible to participate in another Year.

	2.2	An Executive so designated by the Committee as eligible to participate in the Plan may elect to defer payment of all or a specified portion of such Executive’s Compensation otherwise payable to such Executive during or in respect of a Year and to have such amount credited to a Share Account hereunder in accordance with Article IV, subject to such conditions or limitations as may be imposed by the Committee.

	2.3	The election to participate in the Plan shall be designated in writing at such time and in such manner as the Committee shall prescribe, and on an approved election form (the ‘‘Election Form’’) but in any event must be made before the applicable deadline for making a deferral election pursuant to Code Section 409A. Each such election shall include designation of the distribution date for amounts so deferred, subject to the Plan (including provisions for investment gains and losses on amounts credited under the Plan), and Committee procedures. Generally, a deferral election with respect to Compensation must be made pri or to the first day of the Year in which the services related to such Compensation will be rendered. In the case of an Executive who is first hired by the Company or an Affiliate during a Year, the Committee may permit such Executive to elect within 30 days after becoming an Executive to defer any unearned portion of such Executive’s Compensation in respect of such Year related to services to be performed after the date of such election, to the extent permitted under Treas. Reg. Section 1.409A-2(a)(7). Additionally, in the case of any Compensation that constitutes ‘‘performance-based compensation’’ within the meaning of Treas. Reg. Section 1.409A-1(e), the Committee may permit an Executive to make a deferral election with respect to such Compensation until the date that is six months prior to the end of the applicable performance period, to the extent permitted under Treas. Reg. Section 1.409A-2(a)(8). A deferral election shall apply only with respect to the Year for which it is made and shall not continue in effect for any subsequent Year. A deferral election, once executed and filed with the Committee, cannot be revoked after the date specified by the Committee, but in any event (including if no such date is specified) cannot be revoked after the applicable deadline for making a deferral election pursuant to Section 409A of the Code.

	2.4	Subject to 2.7, each Election Form delivered to the Committee pursuant to this Article II shall be irrevocable. A Participant shall have no right to an allocation or payment in respect of the portion of the Compensation which a Participant elects to defer hereunder, other than to receive distribution in respect of such amounts when due pursuant to Article VI hereof, and subject to the provisions of the Plan (including provisions in respect of investment gains or losses).

	2.5	Any Compensation deferred pursuant to this Article II shall be paid to the Participant at the time(s) and in the manner specified in Article VI hereof.

	2.6	A Participant’s Share Account in respect of Compensation deferred pursuant to this Article II (but not any associated Matching Contributions) shall be fully vested and non-forfeitable at all time.

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	2.7	To the extent permitted by Section 409A of the Code and Committee procedures, a Participant may elect to make additional deferral elections with respect to amounts previously deferred under the Plan to further delay the relevant distribution dates; provided that the following conditions are met:

	(x)	the redeferral election may not take effect until at least twelve (12) months after the date on which such redeferral election is made;

	(y)	the first payment with respect to which such redeferral election is made must be deferred for a period of not less than five (5) years from the date such payment would otherwise have been made based on the prior deferral election; and

	(z)	the election must be made at least twelve (12) months prior to the date of the first scheduled payment pursuant to the prior applicable deferral election.

Notwithstanding the forgoing, the Committee may, in its sole discretion, permit Participants to change their deferral elections under the Plan without meeting the conditions set forth in this Section 2.7 in a manner intended to comply with transitional relief rules promulgated by the Treasury Department under Section 409A of the Code.

ARTICLE III

MATCHING CONTRIBUTIONS

	3.1	Each Participant whose Share Account is credited under Article IV in respect of Compensation deferred pursuant to the Participant’s election filed in accordance with Article II for any particular Year shall be credited under the Plan for that Year with an additional matching contribution by the Company (‘‘Matching Contribution’’). The amount of the Matching Contribution for the applicable Year shall be an amount equal to twenty-five percent (25%) of the Compensation deferred hereunder in respect of such Year and credited to the Participant under the Plan in accordance with the provisions of Article IV.

	3.2	Any vested amounts credited to the Participant’s Share Account in respect of Matching Contributions shall be distributed to the Participant in the same time and manner as the underlying deferred Compensation to which such Matching Contribution credit relates.

	3.3	A Participant’s Share Account in respect of Matching Contributions shall be subject to vesting and potential forfeiture as specified in Article V.

ARTICLE IV

DEFERRED COMPENSATION ACCOUNTS

	4.1	The Company shall maintain separate accounts on its books and records for the Compensation deferred by each Participant in respect of each Year, based on the election(s) each Participant has made under Article II, and for the corresponding credits in respect of Matching Contributions under Article III and/or dividends under Article IV. Such deferrals and contributions shall be credited under this Plan and deemed invested in Company Shares at the time and in the manner set forth in this Article IV, and the value thereof from time to time (including investment gains and losses) shall be determined by the Committee. Notwithstanding the foregoing, the Committee may, in its sole discretion, subsequently establish an alternate investment vehicle for purposes o f deemed investments hereunder, and may provide for the orderly transition from a Share-based investment account to such alternate hypothetical fund, including with respect to outstanding Participant balances in Plan accounts. Because amounts deferred under the Plan are treated as notionally invested in the designated investments, and, accordingly, credited with investment gains and losses on such hypothetical investments, the amount of the Participant’s final distribution under the Plan in respect of such deferred amounts may be more or less than the amount originally deferred.

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	4.2	To the extent a Participant has elected to defer a portion of the Participant’s Compensation, and such election has been accepted by the Committee, the Company shall credit, as of the tenth business day following the date the Company pays, or would have paid, the Participant’s Compensation in respect of the applicable Year (such date of credit, the ‘‘Investment Date’’), the Participant’s Share Account with the number of hypothetical Shares equivalent to (x) the deferred Compensation otherwise payable to the Participant in respect of the applicable Year as to which such deferral election has been made by the Executive and accepted by the Committee, divided by (y) the then most recently determined Fair Market Value of one Share.

	4.3	If the Participant’s Share Account is credited with deferred Compensation for any particular Year pursuant to Section 4.2, the Company shall credit on the corresponding Investment Date, such Participant’s Share Account for such Year with the number of hypothetical Shares equivalent to (x) the amount of any Matching Contribution corresponding to such deferred Compensation, divided by (y) the then most recently determined Fair Market Value of one Share.

	4.4	The Company shall credit, as of the tenth business day following the date that any ordinary cash dividends are paid with respect to the Shares, the Share Account of each Participant who has elected to defer Compensation with the number of hypothetical Shares equivalent to (x) the product of (a) the per-Share amount of any dividend paid, multiplied by (b) the number of hypothetical Shares represented in the relevant Participant’s Share Account on the date such dividend is paid with respect to the Shares, divided by (y) the then most recently determined Fair Market Value of one Share. Any hypothetical Shares so credited under this Section 4.4 shall be subject to the same vesting conditions and distribution elections as apply to the underlying hypothe tical Shares to which such hypothetical dividend Shares relate.

	4.5	The Participant’s Share Accounts shall be bookkeeping entries that will not represent any beneficial interest in any assets of the Company. No Participant shall have any property interest whatsoever in any assets of the Company or any of its Affiliates by reason of the existence of any credit balance in any Share Account.

ARTICLE V

VESTING OF COMPANY MATCHING CONTRIBUTIONS

	5.1	Subject to the other provisions of this Article V, hypothetical Shares credited to the Participant’s Share Account in respect of Matching Contributions shall be subject to a cliff vesting schedule, such that the hypothetical Shares credited under Section 4.3 shall vest in full on the last day of the second calendar year following the calendar year in which such hypothetical Shares are first credited to the Participant’s Share Account, subject to the Participant’s continued employment with the Company and its Affiliates through the applicable vesting date. Unless otherwise determined by the Committee, a Participant shall not be granted pro-rata vesting credit for service periods of less than one full year consisting of 365 or 366, as app licable, days.

	5.2	Notwithstanding the foregoing, in the event a Change in Control or an Initial Public Offering occurs at any time prior to the Participant’s Separation from Service, the Participant shall become 100% vested in the Participant’s entire Share Account on the date of such event.

	5.3	Notwithstanding anything in the Plan to the contrary, in the event the Participant Separates from Service due to the Participant’s death or Retirement, or is Separated from Service due to the Participant’s Disability, prior to the applicable vesting date for hypothetical Shares credited in respect of Matching Contributions under Section 4.3, the Participant shall become 100% vested in the Participant’s entire Share Account on the date of such

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		Separation from Service. In the event the Participant Separates or is Separated from Service for any other reason (other than death, Disability or Retirement) prior to the applicable vesting date for hypothetical Shares credited in respect of Matching Contributions under Section 4.3, all hypothetical Shares credited to the Participant’s Share Account in respect of Matching Contributions (including those credited in respect of corresponding dividends on those hypothetical Shares) which have not yet vested, shall be immediately forfeited without consideration.

ARTICLE VI

PAYMENT OF DEFERRED COMPENSATION

	6.1	Subject to Section 6.3, vested amounts credited under a Participant’s Share Account shall be distributed no later than the earlier to occur of (i) 30 days following the date such Separation from Service occurs, and (ii) the applicable date that a Participant designates on the Election Form as the date of distribution for such amounts; provided that any such date must constitute a permissible time or event upon which a distribution may be made under Section 409A(a)(2)(A) of the Code. Vested amounts credited under the Participant’s Share Account in respect of Matching Contributions and/or dividends under Section 4.3 and/or Section 4.4 of the Plan shall be distributable at the same time as the underlying deferred Compensation, credited under Section 4.2 of the Plan, to which they relate.

	6.2	Subject to Section 6.3, the total vested amounts credited to a Participant’s Share Account shall be paid in Shares (equal to the number of hypothetical Shares that have accumulated in the Participant’s Share Account pursuant to Article IV and, if applicable, become vested pursuant to Article V), unless such distribution occurs prior to an Initial Public Offering and the Committee elects to pay total vested amounts credited to a Participant’s Share Account in cash. If the Committee elects to make such payment in cash, the cash payment will be equal to (x) the number of vested, hypothetical Shares credited to a Participant’s Share Account subject to such distribution, multiplied by (y) the then most recently determined Fair Market V alue of one Share. The Company may pay such cash payment itself, or may elect to cause a Subsidiary or Affiliate to make such cash payment.

	6.3	Notwithstanding the foregoing, in the event of a Change in Control, all vested amounts (including those that vest pursuant to the terms of Section 5.2) then credited to the Participant’s Share Account shall be distributed to such Participant in a lump sum, cash payment no later than 30 days following the date of the Change in Control. Such cash payment will be equal to (x) the number of vested, hypothetical Shares credited to a Participant’s Share Account, multiplied by (y) the Fair Market Value of one Share on the date of the Change in Control. The Company may pay such cash payment itself, or may elect to cause a Subsidiary or Affiliate to make such cash payment.

	6.4	Each Participant shall have the right to designate a beneficiary who is to succeed to such Participant’s right to receive payments hereunder in the event of the Participant’s death. Any designated beneficiary shall receive payments in the same manner as the Participant would have received the payments if the Participant were living. In case of a failure of designation or the death of a designated beneficiary without a designated successor, the relevant amounts shall be payable in accordance with Article VI to the Participant’s or former Participant’s estate. No designation of beneficiary or change in beneficiary shall be valid unless made in writing signed by the Participant and filed with the Committee on such form and in such ma nner as the Committee may prescribe from time to time.

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ARTICLE VII

ADDITIONAL SHARE-BASED PROVISION

	7.1	All Shares distributed to a Participant under this Plan shall be subject to the Management Shareholders Agreement, and it shall be a condition to the Participant’s right to participate, to defer Compensation, to receive credits in respect of Matching Contributions and/or dividends, and to receive a distribution of Shares under this Plan, that such Participant enter into the Management Shareholders Agreement. Notwithstanding the foregoing, upon an Initial Public Offering, the provisions of the Management Shareholders Agreement, as they relate to this Plan, the hypothetical Shares credited hereunder, and the Shares issued or issuable hereunder, shall lapse.

	7.2	The Company may, but shall not be obligated to, reserve Shares, purchase Shares in the open market, and issue Shares for the purpose of providing for the payment of obligations arising under this Plan.

	7.3	In the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination or transaction or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares other than regular cash dividends or any transaction similar to the foregoing, the Committee in its sole discretion and without liability to any person shall make such substitution or adjustment as it deems to be equitable, as to the number or kind of Shares or other securities credited under the Plan or reserved for issuance pursuant to the Plan.

	7.4	The Committee may impose such rules designed to facilitate compliance with Federal and state securities laws, including, to the extent applicable, the limitations of Section 4(2) and Rule 701 under the Securities Act of 1933, as amended, and shall have the authority to suspend the Plan and take any action necessary, including revoking a Participant’s deferral elections, prospectively or retroactively, to ensure that the Plan complies with Federal and state securities laws.

ARTICLE VIII

ADMINISTRATION

	8.1	This Plan shall be administered by the Committee. The Committee shall have complete discretionary authority to make, amend, interpret and enforce all rules and regulations for the administration of the Plan. The Committee shall have complete discretionary authority to interpret the Plan and to decide all matters under the Plan, including, without limitation, to determine the persons eligible to participate in the Plan to whom benefits may be paid, to decide any dispute arising under the Plan, to correct any defects, to supply any omissions and reconcile any inconsistencies, and to have all such other powers as may be necessary to discharge its duties hereunder. The decision or action of the Committee with respect to any question arising out of or in conn ection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan.

	8.2	The Committee may, from time to time, appoint subcommittees, individuals or any other agents it deems advisable and may delegate to any of such persons any or all of the powers and duties of the Committee hereunder. In the event that the Committee delegates any or all of its powers and duties hereunder, the Committee shall specify the manner in which such powers and duties shall be performed. The Committee may from time to time consult with advisors who may be counsel to the Company. Subject to Section 8.3, the Committee may rely on information supplied to it by an officer of the Company, the Company’s legal counsel and by the Company’s independent accountants in connection with the administration of the Plan.

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	8.3	The Company shall indemnify and hold harmless the Committee against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Plan, except in the case of gross negligence or willful misconduct.

ARTICLE IX

MISCELLANEOUS

	9.1	The Plan may be amended, suspended or terminated in whole or in part from time to time by the Board without the consent of any Participant or beneficiary; provided, however, that no amendment, shall operate retroactively so as to affect adversely any rights to which a Participant or beneficiary may be entitled under the provisions of the Plan as in effect prior to such action, without the affected Participant’s or beneficiary’s consent.

	9.2	This Plan shall be governed by, and construed and enforced in accordance with the laws of New York, without regard to conflict of laws principles, except to the extent superseded by Federal law. Illegality of any provision hereunder shall not affect enforceability of any other provision hereunder.

	9.3	Neither the Plan nor any action taken hereunder shall in any way be construed to give any employee or any other person any right to continue to be employed or perform services for the Company or any of its Affiliates, nor affect the right of the Company or any of its Affiliates to dismiss, discharge or terminate any employee or any other person at any time or for any reason, nor give any employee any right to participate in any bonus or incentive compensation program of the Company or any of its Affiliates. Nothing in this Plan or its operation shall constitute a promise or guarantee of Compensation.

	9.4	This Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns. The right of any Participant or any beneficiary to any benefit or to any payment hereunder shall not be subject in any manner to attachment or other legal process for the debts of such Participant or beneficiary, and any such benefit or payment shall not be subject to alienation, sale, transfer assignment or encumbrance.

	9.5	All payments made hereunder to a Participant or such Participant’s beneficiary shall be subject to the withholding of such amounts by the Company as it reasonably may determine it is required to withhold pursuant to any applicable Federal, state, local or foreign law or regulation. To the extent such distribution is made in the form of Shares, the Company shall, unless otherwise instructed and satisfied by the Participant in a manner satisfactory to the Committee, satisfy the minimum statutory withholding obligations in respect of such distribution by reducing the number of Shares so delivered to the Participant. Additionally, to the extent that amounts deferred by a Participant under the Plan, or amounts credited to a Participant under the Plan in respect of Matching Contributions and/or dividends, are subject to Social Security or Medicare tax (collectively, ‘‘FICA Tax’’) or other taxes when such amounts are deferred or vest, the Company may (i) withhold for such taxes from the non-deferred portion of compensation (including base salary) payable to the Participant at such time, (ii) reduce such Participant’s Share Account in a manner specified by the Committee (and consistent with Section 409A of the Code) to pay the applicable FICA Tax withholdings and any additional Federal, state, local or foreign taxes thereon, or (iii) allow the Participant to remit to the Company, no later than five business days after the date such taxes are due, an amount in cash (payable by wire transfer or certified check) equal to the amount of such taxes due.

	9.6	This Plan is intended to be a non-qualified, unfunded deferred compensation arrangement. Nothing contained herein shall be deemed to give a Participant, a Participant’s beneficiary, or any other person any interest in the assets of the Company or create any kind of fiduciary relationship between the Company and any such person. To the extent that any person acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of any unsecured general creditor of the Company.

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	9.7	This Plan is an unfunded plan that is either not classified as an ‘‘employee pension benefit plan’’ or ‘‘pension plan’’ within the meaning of Section 3(2) of ERISA, or is an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of ‘‘management or highly-compensated employees’’ within the meaning of Sections 201, 301, and 401 of ERISA, and therefore may be exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA upon the making of certain filings with the U.S. Department of Labor.

	9.8	For the purpose of this Plan, notices and all other communications provided for in the Plan shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth herein, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt:

If to the Company: 1101 Technology Drive, Ann Arbor, MI 48108 ATTN: Director of Human Resources.

If to the Committee: 1101 Technology Drive, Ann Arbor, MI 48108 ATTN: General Counsel.

If to the Participant: at the most recent address included in the personnel records of the Company.

	9.9	This Plan is intended to comply with Section 409A of the Code and will be interpreted in a manner intended to comply with Section 409A of the Code. Notwithstanding anything herein to the contrary, (i) if at the time of a Participant’s Separation from Service the Participant is a ‘‘specified employee’’ as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of any payments otherwise payable hereunder as a result of such Separation from Service is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Committee shall defer the commencement of any such payments hereunder until the date that is s ix months following the Participant’s Separation from Service (or the earliest date as is permitted under Section 409A of the Code), and (ii) if any other payments due to a Participant hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments shall be deferred if deferral will make such payment compliant under Section 409A of the Code, or otherwise such payment shall be restructured, to the extent possible, in a manner, determined by the Committee, that does not cause such an accelerated or additional tax. The Committee shall implement the provisions of this Section 9.9 in good faith; provided that neither the Company, the Committee, the Board, nor any of the Company’s or its Subsidiaries’ or Affiliates’ employees or representatives shall have any liability to Participants with respect to thi s Section 9.9, including any liability to compensate a Participant for the delay in payment (through payment of interest or otherwise).

	9.10	If any contest or dispute arises with respect to the Plan, such contest or dispute shall first be attempted to be resolved in accordance with the claims procedures set forth in Article X below. If the contest or dispute cannot be settled through such procedures, the Participant (and persons claiming through such Participant) agree to submit all disputes relating to the Plan to a state or federal court in the County of Manhattan, in the State of New York, and submits to the exclusive jurisdiction of such court.

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ARTICLE X

CLAIMS PROCEDURE

	10.1	Distributions of amounts from Share Accounts shall be made in accordance with the provisions of this Plan. If an individual makes a written request alleging a right to receive a distribution of amounts under this Plan, such action shall be treated as a claim for benefits. All claims for benefits under this Plan shall be mailed or delivered to the Committee in writing. The ‘‘Committee’’ for purposes of determining initial claims for benefits shall be Vice President of Human Resources, or such other designee as the Committee may appoint for this purpose from time to time.

	10.2	If the Committee determines that any individual who has claimed a right to receive benefits under this Plan is not entitled to receive all or any part of the benefits claimed, the Committee shall notify the claimant in writing of such determination and the reasons therefor. The notice shall be sent within 90 days after receipt of the claim unless the Committee determines that additional time, not exceeding 90 days, is needed and so notifies the claimant. The notice shall make specific reference to the pertinent Plan provisions on which the denial is based, and shall describe any additional material or information that is necessary. Such notice shall, in addition, inform the claimant of the procedure that the claimant should follow to take advantage of th e review procedures set forth below in the event the claimant desires to contest the denial of the claim.

	10.3	The claimant may, within 60 days after receipt of notification of the denial of a claim submitted hereunder, submit in writing to the Committee a notice that the claimant contests the denial of the claimant’s claim and desires a further review by the Committee. Upon request and free of charge, the Committee shall provide the claimant reasonable access to all pertinent documents, records and other information. The Committee shall also authorize the claimant to submit issues and comments relating to the claim to the Committee, which shall review the claim, including any new information submitted by the claimant.

	10.4	The Committee shall render a final decision on a claim submitted hereunder and contested with specific reasons therefor in writing and shall transmit it to the claimant within 60 days after receipt of the claimant’s request for review, unless the Committee determines that additional time, not exceeding 60 days, is needed, and so notifies the claimant. In the event of a dispute or contest with respect to such final decision, such dispute or contest shall be resolved pursuant to Section 9.10.

Adopted and effective the 6th day of March, 2008.

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APPENDIX

Form of Deferral Election

Participant Election Form Instructions for
Deferrable Compensation to be Earned in 2008

                        , 2008

Under the terms of the Affinia Group Senior Executive Deferred Compensation and Stock Award Plan (the ‘‘Plan’’), you may elect to defer all or a portion of your deferrable Compensation for the 2008 Year until the distribution date designated by you pursuant to the attached Election Form. For this purpose ‘‘deferrable Compensation’’ means all or part of the annual cash bonus that you otherwise may earn under the Company’s annual cash bonus plan in respect of the 2008 Year, as determined by the Committee. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms under the Plan.

All amounts deferred pursuant to your election will be treated solely for purposes of the Plan to have been notionally invested in the common stock of Affinia Group Holdings Inc. (the ‘‘Company’’). As such, your account under the Plan will reflect investment gains and losses associated with an investment in the Company common stock. Accordingly, the amount of your final distribution in respect of your deferred amounts may be more or less than the amount originally deferred.

Complete the attached Election Form if you wish to make an irrevocable election to defer all or a portion of your deferrable Compensation for the 2008 Year. In order to become effective, your Election Form must be received by                              on or before                                 , 2008.

Before filling out the attached Election Form, you should do the following:

	(a)	Read the Plan, a copy of which has been provided to you.

	(b)	Decide whether you wish to irrevocably elect to defer all or any portion of your deferrable Compensation.

	(c)	Consult with your tax advisor.

	(d)	Read the offering memorandum (a copy of which has been provided to you) for the Company’s common stock.

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AFFINIA GROUP SENIOR EXECUTIVE
DEFERRED COMPENSATION AND STOCK AWARD PLAN
DEFERRAL ELECTION FORM

Date:                        , 2008

******

Complete this Election Form if you wish to make an irrevocable election to defer all or a portion of your deferrable Compensation for the 2008 Year. In order to become effective, your Deferral Election must be received by                      on or before                                 , 2008. All elections of performance-based compensation must be received on or before June 30 of the applicable year.

******

I hereby elect, pursuant to the Affinia Group Senior Executive Deferred Compensation and Stock Award Plan (the ‘‘Plan’’), to defer receipt of all or a portion of my Compensation earned and otherwise payable in respect of the 2008 Year, in accordance with my elections indicated below. For this purpose, ‘‘deferrable Compensation’’ means the annual cash bonus that I may earn under the Company’s annual cash bonus plan in respect of the 2008 calendar year, as determined by the Committee, subject to the conditions set forth below. Capitalized terms not defined herein are defined in the Plan.

Amount of Deferral

	(1)	I elect to defer an amount of my Compensation earned and otherwise payable for the 2008 Year equal to the greater of:

(x)                 % of such amount, or (y) $                .

I understand and acknowledge that neither the Plan nor this Election Form shall constitute a promise or guarantee of Compensation in respect of the 2008 Year, and that I may, in fact, receive no Compensation in respect of the 2008 Year.

I understand that such deferred Compensation subject to this Election Form shall be deferred to my Share Account, to which the Company will credit hypothetical Shares in the manner set forth in the Plan. I understand that, as such, my Share Account under the Plan will reflect investment gains and losses associated with an investment in the Company common stock. Accordingly, the amount of my final distribution in respect of my deferred Compensation subject to this Election Form may be more or less than the amount originally deferred.

Payment Date

	(2)	I understand that the amounts credited to my Share Account with respect to the deferred Compensation subject to this Election Form (and any corresponding credits in respect of vested Matching Contributions and any corresponding credits in respect of hypothetical dividends on either) generally shall become payable on a specified date on which I elect to receive payment of such deferred Compensation (the ‘‘Payment Date’’), but in any event on the earliest to occur of (i) the Payment Date, (ii) 30 days following the date my Separation from Service occurs for any reason, or (iii) 30 days after the date of the occurrence of a Change in Control, as provided in the Plan, subject to applicable law.

My Payment Date for the foregoing deferred Compensation (and any corresponding credits in respect of vested Matching Contributions and any corresponding credits in respect of hypothetical dividends on either) is the following:

                                    , 20         (for 2008 Year elections, cannot be earlier than January 1, 2012).

I understand that the remainder of my aggregate Compensation for the 2008 Year that is not covered by this Election Form shall be paid to me in cash at such time(s) as annual bonuses are otherwise paid, in accordance with the applicable plan.

This      day of                             , 2008.

Print Name:

EX-10.10

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Exhibit 10.10

SETTLEMENT AGREEMENT

This Settlement Agreement (the ‘‘Agreement’’) is entered into as of November 20, 2007 (the ‘‘Execution Date’’) by and between: (i) Dana Corporation (‘‘Dana’’), on behalf of itself and its direct and indirect wholly-owned subsidiaries (collectively, the ‘‘Dana Entities’’); and (ii) Affinia Group Inc. (‘‘Affinia’’), on behalf of itself and its direct and indirect wholly-owned subsidiaries (collectively, the ‘‘Affinia Entities’’). Each of the Dana Entities and the Affinia Entities may be referred to herein as a ‘‘Party’’ and collectively as the ‘‘Parties.’’

Recitals:

	A.	On March 3, 2006 (the ‘‘Petition Date’’), Dana and 40 of its affiliates (collectively with Dana, the ‘‘Debtors’’) filed petitions for relief under chapter 11 of title 11 of the United States Code (the ‘‘Bankruptcy Code’’) in the United States Bankruptcy Court for the Southern District of New York (the  ;‘‘Bankruptcy Court’’). The Debtors’ chapter 11 cases (collectively, the ‘‘Bankruptcy Cases’’) are being jointly administered under Case Number 06-10354 (BRL). On October 23, 2007, the Debtors filed their Third Amended Joint Plan of Reorganization (Docket No. 6671) (as it may be amended, the ‘‘Plan’’) and a related Disclosure Statement, which was approved by the Bankruptcy Court on that date.

	B.	As of July 8, 2004, Dana and Affinia entered into that certain Stock and Asset Purchase Agreement (the ‘‘Purchase Agreement’’), which provided for, among other things, the sale of Dana’s aftermarket business to Affinia (the ‘‘Sale Transaction’’) for approximately $1.1 billion in cash, a Seller Subordinated Note in the face amount of $74.5 million (the ‘‘Affinia Note’’) from Affinia Group Holdings Inc. (‘‘Affinia Holdings’’) and other consideration. The closing of the Sale Transaction occurred on November 30, 2004 (the ‘‘Closing Date’’).

	C.	On November 30, 2004, in connection with the closing of the Sale Transaction under the Purchase Agreement, Dana and Affinia also entered into that certain Spicer Trademark License Agreement between Dana and Affinia (the ‘‘Spicer Trademark License’’), effective as of November 30, 2004. The Spicer Trademark License, among other things, granted Affinia a non-exclusive license for the use of the ‘‘Spicer’’ trademark and the ‘&l squo;www.spicerchassis.com’’ domain name in exchange for potential future royalties. The term of the Spicer Trademark License currently runs through December 31, 2029.

	D.	In addition to the Purchase Agreement, the Spicer Trademark License and the Affinia Note, Dana and Affinia (or their respective affiliates) also entered into various other ancillary agreements in connection with the Sale Transaction (collectively, the ‘‘Other Ancillary Agreements’’), including transition services agreements, other trademark license agreements, distribution and other commercial agreements and other typical closing agreements.

	E.	As of the closing of the Sale Transaction, Quinton Hazell (‘‘Quinton Hazell’’), now owned by Affinia, was a foreign subsidiary of Dana. At the time of the closing, Quinton Hazell owed $533,743 as an intercompany obligation to Dana Spicer Europe, Ltd. (the ‘‘Quinton Hazell Receivable’’). Dana believes that, pursuant to the terms of the Purchase Agreement, Affinia owes Dana on account of the Quinton Hazell Receivable. Affinia has disputed this claim and asserted instead that the Dana Entities owe amounts in excess of the Quinton Hazell Receivable to Quinton Hazell.

	F.	As part of the Sale Transaction, Affinia acquired certain real property and improvements located in McHenry, Illinois, where Affinia operates a Distribution Center. A portion of the property comprising this facility, consisting of approximately 12.39 acres identified as ‘‘Lot 63’’ (DOC 94R045165, PIN 14-10-202-002) in the McHenry Corporate Center and located in McHenry, Illinois (the ‘‘McHenry Property’’), was not transferred to Affinia and title to the McHenry Property remains in the name of one of the Dana Entities. Affinia asserts that Dana was required under the Purchase Agreement to transfer the McHenry Property to Affinia.

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	G.	In late 2006, Dana Canada Corp. (‘‘Dana Canada’’) transferred a workers’ compensation refund received from the Ontario Workers Compensation Board, totaling $351,760.00 (the ‘‘Workers’ Compensation Refund’’), to Affinia Canada Corp. (‘‘Affinia Canada’’). Dana believes the Workers’ Compensation Refund was transferred to Affi nia Canada in error and has requested its return.

	H.	Affinia is in possession of certain trailers previously leased by Dana from General Electric Capital Corp. (collectively, the ‘‘Trailers’’). Title to the Trailers remains in the name of Dana. Affinia asserts that Dana was required under the Purchase Agreement to transfer title to these Trailers to Affinia. A schedule identifying the Trailers is attached hereto as Exhibit A.

	I.	Affinia asserts that the Dana Entities were required to consent to the transfer of certain software licenses to the Affinia Entities. Affinia thus has requested that the Dana Entities consent to the transfer of certain software license agreements for PTC software from the Dana Entities to the Affinia Entities and pay the related assignment fee (the ‘‘PTC Software License’’). Dana has not agreed to pay the transfer fees relating to the PTC Software Licenses and does not agree that it is required to do so.

	J.	Affinia asserts that the Dana Entities were obligated to, and has requested that the Dana Entities, pay 50% of the costs of the shutdown of Affinia Canada’s Burnaby, British Columbia warehouse, pursuant to Section 15.5 of the Warehousing Services Agreement, dated November 30, 2004, between Dana Canada and Affinia Canada. The Dana Entities have not agreed to pay the requested costs.

	K.	Dana currently purchases certain products from Affinia on a purchase order basis. This supply arrangement was the subject of an Essential Supplier Agreement between Dana and Affinia dated August 31, 2006 (the ‘‘Essential Supplier Agreement’’), which includes commercial terms that will expire upon Dana’s emergence from chapter 11. In connection with this supply relationship and numerous other claims against Dana, Affinia filed Proof of Claim No. 11676 in the amount of $429,579.00 against Dana (the ‘‘Trade Claim’’). Dana consented to the allowance of the Trade Claim in a letter agreement dated August 30, 2006.

	L.	During the Debtors’ chapter 11 cases, in addition to the Trade Claim, the Affinia Entities filed certain proofs of claims against Dana and the other Debtors (collectively, the ‘‘Affinia Claims’’).

	M.	Pursuant to an Order of the Bankruptcy Court dated February 23, 2007 (Docket No. 4813) (the ‘‘Sale Order’’), the Debtors sold the assets of their Engine Products Group to MAHLE GmbH (‘‘MAHLE’’). Pursuant to the authority granted in the Sale Order and the terms of the Agreement dated March 2, 2007 (the ‘‘Assignment Agreement’&r squo;) between certain of the Affinia Entities and the Debtors, certain of the Other Ancillary Agreements were either (1) assumed and assigned to MAHLE (collectively, the ‘‘Assigned Agreements’’) or (2) bifurcated by agreement of the parties and assumed (if the agreement was with a Debtor) and assigned in part to MAHLE (collectively, the ‘‘Bifurcated Assigned Agreements’’). The Assigned Agreements are as follows:

	•	Sales Agreement (Dana Global Sales) between the Clevite Engine Products Division of Dana Corporation and AAG Acquisition Corporation n/k/a Affinia Products Corp., dated November 30, 2004;

	•	ADMS Services Agreement between the Clevite Engine Products Division of Dana Corporation and AAG Acquisition Corporation n/k/a Affinia Products Corp., dated November 30, 2004; and

	•	Sales Agreement (CarQuest) between the Clevite Engine Products Division of Dana Corporation and Wix Filtration Corporation, dated November 30, 2004.

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The Bifurcated Assigned Agreements (in the forms attached to the Assignment Agreement as Exhibit 4) are as follows:

	•	Amended and Restated Brazilian Trademark License Agreement between Dana Corporation, et al. and AAG Brasil In. e Com. De Autopecas Ltda. n/k/a Affinia Automotiva Ltda., dated November 30, 2004, as modified and bifurcated as of March 9, 2007;

	•	Amended and Restated Argentina Trademark License between Dana Corporation and Brake Parts Argentina S.A., dated November 30, 2004, as modified and bifurcated as of April 30, 2007;

	•	Amended and Restated Distribution Agreement between Dana Corporation, et al. and AAG Brasil In. e Com. De Autopecas Ltda. n/k/a Affinia Automotiva Ltda., dated March 14, 2005 and effective December 1, 2004, as modified and bifurcated as of March 9, 2007; and

	•	Amended and Restated Commission Agreement between Dana Argentina S.A., Dana San Juan S.A., Dana San Luis S.A. and Brake Parts Argentina S.A., dated December 1, 2004, as modified and bifurcated as of April 30, 2007.

	N.	Pursuant to the Assignment Agreement, the Dana Entities expressly retained their rights to assume, assume and assign or reject the remaining portions of the Bifurcated Assigned Agreements not assigned to MAHLE, as set forth on Exhibit 3 to the Assignment Agreement (collectively, the ‘‘Remaining Bifurcated Agreements’’).

	O.	As contemplated by the Assignment Agreement, on March 14, 2007, the Heavy Vehicle Technology Systems Service division of Dana and the Affinia Global Sales division of Affinia Products Corp. entered into a three-year agreement (effective as of May 14, 2007) for Affinia Global Sales to distribute commercial vehicle aftermarket products outside of the United States, Canada, Mexico and Mercosur region (as amended, the ‘‘Heavy Vehicle Aftermarket Agreement’’). The Parties have discussed certain potential changes to the Heavy Vehicle Aftermarket Agreement.

	P.	On September 26, 2007, Dana filed with the Bankruptcy Court that certain Complaint against Affinia Group, Inc. and Affinia Canada, initiating Adversary Case No. 07-02059 (the ‘‘Turnover Action’’). By the Turnover Action, Dana alleged, among other things, that: (1) Affinia, Affinia Canada or one of the other Affinia Entities is in possession of tax refunds and/or credits received from the Canada Revenue Agency (the ‘‘CRA’’) and owed to Brake Parts Canad a, Inc., on account of the 1999-2004 tax years, in the approximate amount of $32,500,000.00 (in U.S. dollars) (as further defined in paragraph 3.a below, the ‘‘Tax Refund’’); (2) the Purchase Agreement provided that Dana would be entitled to the Tax Refund and required Affinia to remit any such Tax Refunds to Dana; (3) under the Purchase Agreement, the Tax Refund constitutes an excluded asset to which Dana is expressly entitled, and therefore the Tax Refund is property of Dana’s bankruptcy estate; and (4) Affinia, Affinia Canada or such other Affinia Entity holding the Tax Refund therefore is required to turn over the Tax Refund to Dana pursuant to section 542 of the Bankruptcy Code. The Affinia Entities dispute the allegations made by Dana in the Turnover Action and have expressed their intention to vigorously defend against the Turnover Action. Affinia further alleges that any claims it may have against Dana under the Purchase Agreement may be setoff against or recouped from the Tax Refund.

	Q.	On October 3, 2007, Dana filed the Motion of Debtor Dana Corporation, Pursuant to Section 365 of the Bankruptcy Code and Bankruptcy Rule 6006, for an Order Authorizing the Rejection of Certain Agreements with AAG Opco Corp (n/k/a Affinia Group, Inc.) (Docket No. 6356) (the ‘‘Rejection Motion’’), seeking the entry of an Order authorizing Dana to reject (1) the Purchase Agreement, effective immediately upon obtaining approval of the Bankruptcy Court; and (2) the Spicer Trademark License, effective as of December 31, 2007. By the Rejection Motion, the Debtors do not seek to reject any of the Othe r Ancillary

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		Agreements, and reserved all of their rights to assume, assume and assign or reject the Other Ancillary Agreements pursuant to section 365 of the Bankruptcy Code to the extent such agreements are executory contracts or unexpired leases and have not previously been assumed and assigned in the Bankruptcy Cases. Affinia disputes the relief sought in the Rejection Motion. Among other things, Affinia has claimed that the Other Ancillary Agreements are part of an integrated agreement with the Purchase Agreement and the Spicer Trademark License, and all of these agreements must be assumed or rejected together. Affinia has expressed its intention to vigorously defend against the Rejection Motion.

	R.	Dana and Affinia desire to resolve all currently outstanding issues between the Parties and have agreed to do so on the terms and conditions of this Settlement Agreement.

Agreement:

NOW, THEREFORE, after good faith, arms’ length negotiations without collusion, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following terms:

1.    Settlement Motion.    Within five business days after the Execution Date, the Debtors will file a motion with the Bankruptcy Court pursuant to sections 363, 365 and 502 of the Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure (the ‘‘Settlement Motion’’) seeking an Order of the Bankruptcy Court in form and substance acceptable to both Dana and Affinia (the ‘‘Approval Order’’) to approve this Settlement Agreement and grant related relief. The Parties will use reasonable commercial efforts to obtain entry of the Approval Order prior to the Effective Date (as such term is defined in the Plan). The date that the Approval Order is entered is referred to herein as the ‘‘Approval Date.’’

2.    Treatment of Purchase Agreement.    To the extent any provisions of the Purchase Agreement are executory, such provisions will be terminated in their entirety, and the Purchase Agreement will be of no further force and effect, as of the Approval Date, except as otherwise provided herein.

3.    Remittance of Canadian Tax Refunds.

a.    As soon as reasonably possible, but in any event no later than ten days after the Approval Date, Affinia will cause the entire amount of the tax refunds received by any of the Affinia Entities from the CRA and the provincial tax authorities in Ontario and Quebec (collectively, the ‘‘Provincial Authorities’’) for, intra alia, Part I Tax for years 1990 to 1996 and Part 13 Tax and interest on account of the 1999-2004 tax years (collectively with any additional amounts that may be owed to or received by any of the Affinia Entities in the future, the ‘‘Tax Refund’’) to be transferred to Dana, minus the amount of $8,723,161.75 (CDN) paid by Affinia Canada to the CRA in respect of the CRA assessment for the 2002-2004 period (the ‘‘Additional Tax Amount’’). Other than a deduction for the Additional Tax Amount, the transfer of the Tax Refund by Affinia to Dana will not be subject to setoff, recoupment or reduction of any kind.

b.    Affinia represents that the amount of the Tax Refund that has been received by the Affinia Entities to date totals $39,965,445.06 (CDN).

c.    Dana will indemnify the Affinia Entities and hold them harmless from the amount of additional income tax owing to the CRA and the Provincial Authorities as a result of the Affinia Entities’ receipt of the Tax Refund (calculated without regard to any credits or net operating losses available to Affinia or an Affinia Entity). Any payment made pursuant to this paragraph 3.c shall be paid to Affinia on the later of (i) 21 days after the Affinia Entities make a written demand upon Dana and (ii) if a payment is owed by the Affinia Entities to the CRA or the Provincial Authorities, five business days prior to the date on which the underlying amount is required to be paid by the Affinia Entities, provided that Affinia provides Dana with at least 21 days’ notice of suc h payment and the support for the calculation of such payment .

d.    Affinia will have an ongoing obligation to notify Dana promptly in writing if any additional Tax Refund amounts are received by any of the Affinia Entities and to promptly remit such additional amounts to Dana.

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e.    Affinia will grant Dana or its representative irrevocable authority to communicate with, and receive information from, the CRA and the Provincial Authorities with respect to the Tax Refund and the Additional Tax Amount.

f.    Dana will provide wire transfer instructions to Affinia to accomplish the payments contemplated by this paragraph 3.

4.    Treatment of Future Tax Matters.    The Dana Entities and the Affinia Entities agree that, except as expressly provided herein, all pending and future tax matters involving the Affinia Entities, the Dana Entities and the reorganized Debtors from and after the Effective Date (collectively, the ‘‘Reorganized Debtors’’) shall be resolved in accordance with the provisions set forth on Exhibit B attached hereto; provided that nothing in the attached Exhibit B shall be deemed to modify in any way the terms of paragraph 3 above. Defined terms identified on the attached Exhibit B and not otherwise defined in this Agreement are incorporated herein by reference.

5.    Return of Canadian Workers’ Compensation Refund.    Within ten days after the Approval Date, Affinia will cause the entire Workers’ Compensation Refund to be returned to Dana Canada by wire transfer of immediately available funds. Dana will provide wire transfer instructions to Affinia to accomplish the payments contemplated by this paragraph 5.

6.    Waiver of Quinton Hazell Receivable.    The Parties agree that no further amounts are owed to either Party with respect to or in connection with the asserted Quinton Hazell Receivable.

7.    McHenry Real Estate.    The Debtors will transfer title to the McHenry Property to Affinia on an ‘‘as-is, where-is’’ basis as soon as reasonably practicable after the Approval Date. To accomplish the transfer, the appropriate Debtor will execute a quitclaim deed in favor of Affinia. Affinia will pay any and all costs owed to third parties related to such transfer.

8.    Trailers.    Dana will take such steps as are necessary to transfer title to the Trailers to Affinia on an ‘‘as-is, where-is’’ basis as soon as reasonably practicable after the Approval Date. Affinia will pay any and all costs owed to third parties related to such transfer.

9.    PTC Software.    Dana will have no obligation to transfer the PTC Software License to Affinia or pay any transfer fees related thereto.

10.    Burnaby Warehouse.    Affinia’s request for payment of 50% of the shutdown costs associated with the Burnaby Warehouse is deemed satisfied and resolved by the consideration provided by the Dana Entities hereunder.

11.    Supply Arrangement.    With respect to the supply relationship governed by the Essential Supplier Agreement, Affinia will maintain the current pricing, trade terms and conditions relating to the supply of components to the Dana Entities (as set forth in the Essential Supplier Agreement) through and including March 31, 2008, unless alternative arrangements are agreed upon by the Parties prior to that date. The Parties will work in good faith to resolve issues relating to the pricing and trade terms for this supply relationship.

12.    Heavy Vehicle Aftermarket Agreement.    The Parties will modify the Heavy Vehicle Aftermarket Agreement to: (a) extend the term of the agreement by two years, providing for a five-year term; and (b) remove Section 3 thereof, which provides for the right of termination of the agreement upon 180 days’ notice by either party. To document these modifications, the parties will execute an amended and restated Heavy Vehicle Aftermarket Agreement in a form acceptable to both Dana and Affinia.

13.    Spicer Trademark License.    The Spicer Trademark License will be modified to provide: (a) that the expiration date of the Spicer Trademark License is shortened from December 31, 2029 to December 31, 2010; (b) that the Spicer Trademark License is royalty free for the entire shortened term; and (c) appropriate provisions relating to Affinia’s transition away from the licensed trademarks, including the terms set forth on the attached Exhibit C. To document these modifications, the parties will execute an amended and restated Spicer Trademark License in substantially the form to be filed with the Bankruptcy Court prior to the hearing on the Motion. Dana will assume the Spicer Trademark License as modified, pursuant to section 365 of the Bankruptcy Code, eff ective as of the Approval Date.

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14.    Treatment of Other Ancillary Agreements.    The Other Ancillary Agreements will be treated as follows:

a.    Brazil Distribution Agreement.    The Amended and Restated Distribution Agreement between Dana, et al. and Affinia Automotiva Ltda., dated March 14, 2005 and effective December 1, 2004, as modified on March 9, 2007 and constituting one of the Retained Bifurcated Agreements (the ‘‘Retained Brazil Distribution Agreement’’), wi ll be further modified to remove gaskets (but not elastomers) from the list of products to be distributed under this agreement. To document this modification, the parties will execute the Second Amended and Restated Distribution Agreement in substantially the form attached hereto as Exhibit D. Dana will assume the Retained Brazil Distribution Agreement as modified, pursuant to section 365 of the Bankruptcy Code, effective as of the Approval Date. The parties will engage in good faith discussions regarding possible amendments, modifications and extensions of the Retained Brazil Distribution Agreement.

b.    Brazil Trademark License.    The Amended and Restated Brazilian Trademark License Agreement between Dana, et al. and AAG Brasil In. e Com. De Autopecas Ltda. n/k/a Affinia Automotiva Ltda., dated November 30, 2004, as modified on March 9, 2007 and constituting one of the Retained Bifurcated Agreements (the ‘‘Retained Brazil Trademark License’&rs quo;), will be further modified to remove the ‘‘Victor Reinz’’ trademark from the trademarks licensed under this agreement. To document this modification, the parties will execute the Second Amended and Restated Brazilian Trademark License Agreement in substantially the form attached hereto as Exhibit E. Dana will assume the Retained Brazil Trademark Agreement as modified, pursuant to section 365 of the Bankruptcy Code, effective as of the Approval Date.

c.    Argentina Commission Agreement.    The Amended and Restated Commission Agreement between Dana Argentina S.A., Dana San Juan S.A., Dana San Luis S.A. and Brake Parts Argentina S.A., dated December 1, 2004, as previously agreed to be modified in the Assignment Agreement and constituting one of the Retained Bifurcated Agreements (the ‘‘Retained Argentina Commission Agreement’’), will be further modified to (i) remove gaskets from the list of products to be distributed under this agreemen t and (ii) amend Section 3.1 so that no notice of termination may be effective until at least 73 months from November 30, 2004. To document these modifications, the parties will execute the Second Amended and Restated Commission Agreement in substantially the form attached hereto as Exhibit F, which will be effective as of the Approval Date. The Parties will engage in good faith discussions regarding the possible extension of the term of the Retained Argentina Commission Agreement and related commercial terms.

d.    Argentina Trademark License.    Dana will assume the Amended and Restated Argentina Trademark License between Dana and Brake Parts Argentina S.A., dated November 30, 2004, as previously agreed to be modified in the Assignment Agreement and constituting one of the Retained Bifurcated Agreements (the ‘‘Retained Argentina Trademark License’’), pursuant to section 365 of the Bankruptcy Code, effective as of the Approval Date. The Parties will engage in good faith discussions regarding the poss ible extension of the term of the Retained Argentina Trademark License and related commercial terms.

e.    Transition Trademark License Agreement.    The Transition Trademark License Agreement between Dana and Affinia, dated November 30, 2004 will be permitted to expire in accordance with its terms on November 30, 2007. Upon its expiration, neither party will have any further rights, claims or obligations under this agreement.

f.    Nakata License Agreement.    The Nakata Trademark License Agreement between Dana and AAG Brasil In. e Com. De Autopecas Ltda. n/k/a Affinia Automotiva Ltda., dated November 30, 2004, will be permitted to expire in accordance with its terms on November 30, 2007. Upon its expiration, neither party will have any further rights, claims or obligations under this agreement.

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g.    Nakata Right of First Refusal Letter.    The Nakata right of first refusal letter from Dana to Affinia dated as of July 8, 2004 will be permitted to expire in accordance with its terms on November 30, 2007. Upon its expiration, neither party will have any further rights, claims or obligations under this agreement.

h.    Joint Defense and Common Interest Agreement.    The Joint Defense and Common Interest Agreement between Dana, et al. and Affinia, et al., dated July 8, 2004, will be terminated as of the Approval Date by agreement of the Parties. Upon its termination, none of the parties to this agreement will have any further rights, claims or obligations thereunder.

15.    Assignment of Agreements.    The rights and obligations of any Debtor under any of agreements assumed by the Debtors hereunder, pursuant to section 365 of the Bankruptcy Code, and the Heavy Vehicle Aftermarket Agreement will be assigned as of the Effective Date to Dana Limited, one of the Reorganized Debtors identified on Exhibit V.B.1 to the Plan. Such assignment will not affect the rights and obligations of any non-Debtor parties to these agreements.

16.    Treatment of Claims.    The claims asserted, or that could be asserted, by the Affinia Entities in the Bankruptcy Cases or otherwise against the Dana Entities will be treated as follows:

a.    Consistent with prior agreements of the Parties, the Trade Claim will be allowed in the amount of $429,579.00 as a general unsecured nonpriority claim against Dana.

b.    In full and final satisfaction of any claims that Affinia may have against Dana under or with respect to the Purchase Agreement or the Spicer Trademark License as of the date of the settlement (including any potential rejection or termination damages claims) and as further consideration of the various concessions made by Affinia as described herein, Proof of Claim No. 11680 filed by Affinia will be liquidated and allowed in the amount of $21,700,000.00 as a general unsecured nonpriority claim against Dana (the ‘‘Settlement Claim’’).

c.    The Trade Claim and the Settlement Claim (collectively, the ‘‘Allowed Claims’’) will be subject to treatment and satisfaction pursuant to the terms and conditions of the Plan or such other plan of reorganization that is confirmed and becomes effective in the Bankruptcy Cases.

d.    Affinia agrees that no amounts are owed to cure any defaults under the Other Ancillary Agreements as of the date of this Settlement Agreement (other than amounts owed in the ordinary course of business), and that the cure amount under section 365(b)(1)(A) of the Bankruptcy Code for any agreement to be assumed hereunder will be $0.00.

e.    Other than the Allowed Claims, all other proofs of claim that the Affinia Entities have filed in the Debtors’ chapter 11 cases or that have been scheduled on behalf of the Affinia Entities, including the Affinia Claims identified on the attached Exhibit G, will be deemed waived, extinguished and expunged. The Affinia Entities agree that they will not file any further proofs of claim in these cases and that any such additional claims, if filed, will be deemed waived, extinguished and expunged without further action by the Parties or the Bankruptcy Court.

17.    Automotive Aftermarket Industry Association.    Dana will take reasonable steps to assist in the transfer of the list of benefactors or trustees relating to the Automotive Aftermarket Industry Association from the name ‘‘Dana Corporation’’ to ‘‘Affinia Group.’’

18.    Releases.

a.    As of the Approval Date, in consideration for the mutual covenants, promises and obligations contained herein, the Affinia Entities, on behalf of themselves and their respective agents, shareholders, affiliates, subsidiaries, related or parent entities, successors and assigns, hereby waive, release and discharge each of the Dana Entities and their respective affiliates (including, but not limited to, the Debtors), subsidiaries, predecessors, successors, employees, agents, attorneys, directors, officers, administrators, personal representatives and assigns from any and all claims, demands, causes of action, accounts, liens, debts and liabilities of any kind arising under or related to the Sale Transaction, the Purchase Agreement, the Spicer License Agreement and the Other Ancillary Agreements that existed prior to the Approval Date, whether in law or

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in equity, direct or indirect, known or unknown, previously asserted or not yet asserted, except for such rights and claims that are expressly granted, preserved, permitted or subsequently arise hereunder.

b.    As of the Approval Date, in consideration for the mutual covenants, promises and obligations contained herein, the Dana Entities, on behalf of themselves and their respective agents, shareholders, affiliates, subsidiaries, related or parent entities, successors and assigns, hereby waive, release and discharge each of the Affinia Entities and their respective affiliates, subsidiaries, predecessors, successors, employees, agents, attorneys, directors, officers, administrators, personal representatives and assigns from any and all claims, demands, causes of action, accounts, liens, debts and liabilities of any kind arising under or related to the Sale Transaction, the Purchase Agreement, the Spicer License Agreement and the Other Ancillary Agreements that existed prior to the Approval Date, whether in law or in equity, direct or indirect, known or unknown, previously asserted or not yet asserted, except for such rights and claims that are expressly granted, preserved, permitted or subsequently arise hereunder (including, without limitations, all rights under or with respect to the Affinia Note).

19.    Waiver of Rights to Insurance.    Affinia forever waives and relinquishes any and all rights it has or may have to pursue a claim against or seek the proceeds of the insurance policies that were maintained by Echlin, Inc. and its subsidiaries with American International Group and any of its affiliated companies through and including September 1, 1998, and irrevocably assigns any and all such rights to Dana or one of its designated subsidiaries. Within 30 days after the Approval Date, Affinia will execute an appropriate waiver and assignment agreement in a form acceptable to Dana and Affinia to implement this provision.

20.    Litigation Support.

a.    In the event that, and for so long as, Affinia actively is prosecuting, contesting or defending any Legal Proceeding (as defined below), action, investigation, charge, claim or demand by or against a third party in connection with (i) any transaction contemplated under Purchase Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction involving the Business or the Acquired Companies, Dana shall, and shall cause its Subsidiaries and its controlled Affiliates to, cooperate with Affinia and its counsel in the prosecution, contest or defense, make available its personnel and provide such testimony and access to its books and records and facilities as shall be reasonably necessary in connection with the contest or defense, all at the sole control, cost and expense of Affinia.

b.    In the event that, and for so long as, Dana actively is prosecuting, contesting or defending any Legal Proceeding, action, investigation, charge, claim or demand by or against a third party in connection with (i) any transaction contemplated under the Purchase Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction involving the Business or the Acquired Companies, Affinia shall, and shall cause its Subsidiaries and its controlled Affiliates to, cooperate with Dana and its counsel in the prosecution, contest or defense, make available its personnel, and provide such testimony and access to its books and records and facilities as shall be reasonably necessary in connection with the contest or defense, all at the sole control, cost and expense of Dana.

c.    As used herein, ‘‘Legal Proceeding’’ means any judicial, administrative or arbitral action, suit, proceeding (public or private) or proceeding before a Government Body, other than a Tax Proceeding.

21.    Workers’ Compensation.    Notwithstanding anything herein to the contrary, Dana and its Subsidiaries shall continue to be solely responsible for claims for workers’ compensation that are incurred prior to the Closing Date with respect to any United States-based ‘‘Business Employee’’ identified in Schedule 15.1(b) of the Purchase Agreement or individuals employed by an Acquired Company before the Closing Date, including any individual who was absent due to vacation, holiday, sickness or other approved leave of absence. Affinia shall continue to be solely responsible for claims

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for workers’ compensation that are incurred on or after the Closing Date with respect to any ‘‘Transferred Employee’’ under the Purchase Agreement.

22.    Product Liability, Warranty and Recall Indemnification.

a.    Affinia hereby agrees, from and after the Closing Date, to indemnity, defend and hold the Dana Indemnified Parties (as defined below) harmless from and against any and all Losses (as defined below) arising out of or resulting from the following Liabilities assumed by Affinia under the Purchase Agreement (without duplication):

i.    all Liabilities with respect to any return, rebate, recall, warranty or similar liabilities primarily relating to, primarily arising out of or primarily resulting from the Business; and

ii.    other than Liabilities arising from or relating to any actual or alleged human exposure to asbestos or asbestos-containing materials manufactured, serviced or sold by Dana or its Subsidiaries (other than an Acquired Company) prior to the Closing Date, all Liabilities for death, personal injury, advertising injury, other injury to persons or property damages occurring after the Closing Date primarily relating to, primarily resulting from, primarily caused by or primarily arising out of, directly or indirectly, use of or exposure to any of the products (or any part or component) designed, manufactured, serviced or sold, or services performed, by Dana or its Subsidiaries (other than an Acquired Company), primarily relating to, primarily arising out of or primarily resulting from the Business, including any such Liabilities for negligence, strict liability, design or manufacturing defect, conspiracy, failure to warn or breach of express or implied warranties or merchantability or fitness for any purpose or use.

b.    As used herein, the ‘‘Dana Indemnified Parties’’ means Dana, its Subsidiaries, their respective Affiliates, together with their successors and permitted assigns (including the Reorganized Debtors after the Effective Date of the Plan), and their officers, directors, employees and agents.

c.    As used herein, ‘‘Losses’’ means any and all claims, judgments, fines, causes of action, demands, complaints, arbitrations, assessments, liabilities, obligations, damages, losses, deficiencies, costs, penalties, interest and expenses (including the reasonable fees and expenses of counsel whether involving a third-party claim or solely between the parties to this Agreement).

23.    Affinia Note.    Dana will retain the Affinia Note from Affinia Holdings in the face amount of $74.5 million and all of the rights thereunder. The Affinia Note will not be subject to setoff, recoupment or reduction as a result of, or on account of, any obligations granted, addressed or released hereunder. The Parties agree that the Affinia Note is transferable by Dana.

24.    Echlin Trademark License Agreement.    The Parties acknowledge that the License Agreement, dated February 9, 2001 between Dana and Echlin Canada Inc. was terminated in accordance with its terms as of November 30, 2004. As a result of its termination, neither party will have any further rights, claims or obligations under this agreement.

25.    Successors and Assigns.    This Settlement Agreement will be binding upon and will inure to the benefit of each of the Parties and its respective successors and permitted assigns, including, where appropriate, the applicable Reorganized Debtor(s).

26.    Notice:    Any notice, request, demand or other communication given under this Settlement Agreement will be in writing and will be deemed sufficiently given:

a.    Upon the date received by the intended recipient if delivered by hand, overnight courier, or via telefax or email, provided confirmation of receipt is retained.

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b.    If the sender so elects, effective three days following the date deposited in the United States mail, certified with return receipt requested, postage prepaid, addressed to the recipient as follows:

To the Affinia Entities:			Steven E. Keller, Esq General Counsel and Secretary Affinia Group, Inc. 1101 Technology Drive Suite 100 Ann Arbor, Michigan 48108 Fax No. 734-827-5403 E-mail: Steve.Keller@affiniagroup.com
With a copy to:			Matthew J. Botica, Esq. Winston & Strawn LLP 35 West Wacker Drive Chicago, Illinois 60601 Fax No. 312-558-5700 E-mail: MBotica@winston.com
To the Dana Entities:			Marc S. Levin, Esq. Acting General Counsel and Acting Secretary Dana Corporation 4500 Dorr Street Toledo, Ohio 43615 Fax No. 419-535-4790 E-mail: marc.levin@dana.com
With a copy to:			Jeffrey B. Ellman, Esq. Jones Day 1420 Peachtree Street, NE Suite 800 Atlanta, Georgia 30309 Fax No. 404-581-8330 E-mail: jbellman@jonesday.com

c.    Either Party may advise the other of any change in address or designated person to receive such notice as provided above.

27.    Further Assurances.    As and when requested by any Party, each Party (including the applicable Reorganized Debtors) will execute and deliver, or cause to be executed and delivered, all such documents and instruments and will take, or cause to be taken, at the requesting Party’s expense, all such further or other actions, as such other Party may reasonably deem necessary or desirable to consummate the transactions contemplated by this Settlement Agreement. In addition, the Parties (including the applicable Reorganized Debtors) will work together in good faith to seek to resolve any other issues that may be identified in the future relating to the documentation of the asset transfers made under the Purchase Agreement.

28.    Pending Legal Proceedings.    On the Approval Date and pursuant to the terms of the Approval Order, the Rejection Motion and the Turnover Action will be deemed resolved and withdrawn with prejudice. The Parties will make any additional filings in the Turnover Action necessary to accomplish the foregoing.

29.    Prior Agreements.    Nothing in this Settlement Agreement will affect, limit or otherwise modify the parties’ respective obligations under the Assignment Agreement, including with respect to the assignment of the Assigned Agreements and the Bifurcated Assigned Agreements.

30.    Entire Agreement.    This Settlement Agreement (together with the attached exhibits) sets forth the entire understanding of the Parties hereto, and constitutes the entire agreement between the

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Parties with respect to the matters contained herein, and supersedes all prior oral or written representations, proposals, term sheets, correspondence, discussions, negotiations and agreements relating to such matters. The Parties acknowledge that there are no representations, understandings or agreements relative to the matters addressed herein except as fully expressed herein. No change, modification, waiver, agreement or understanding, oral or written, in any way purporting to waive or modify the terms of this Settlement Agreement will be binding on either party hereto unless contained in a written document expressly described as an amendment to, waiver of, or extension of this Settlement Agreement and unless such document is duly executed by both Parties. A waiver by either Party of any breach or failure to enforce any term or condition of this Settlement Agreement will not in any way affect, limit or waive such Party’s right at any time to enforce strict compliance with that or any other term or condition of this Settlement Agreement.

31.    Counterparts.    This Settlement Agreement may be executed in one or more counterparts and by facsimile or electronically transmitted signature, each of which will be deemed to be an original and all of which together will be deemed to constitute one and the same instrument.

32.    Severability.    If any provision of this Settlement Agreement is deemed invalid and unenforceable by any court of competent jurisdiction or under any statute, regulation, ordinance, executive agreement, or other rule of law, such provision will be deleted or modified, at the election of the Parties, but only to the extent necessary to comply with such ruling, statute, regulation, ordinance, agreement or rule, and the remaining provisions of this Settlement Agreement will remain in full force and effect, provided that such deletion or modification does not materially and adversely affect the rights or obligations of any party hereto.

33.    Representations and Warranties.

a.    Subject to entry of the Approval Order, the Dana represents and warrants that (i) it has the power and authority to execute this Settlement Agreement on behalf of the Dana Entities, without obtaining the consent or approval of any other person or entity; and (ii) this Settlement Agreement has been duly authorized, executed and delivered by the Dana Entities and is enforceable against the Dana Entities in accordance with its terms.

b.    Affinia represents and warrants that (i) it has the power and authority to execute this Settlement Agreement on behalf of the Affinia Entities and their assigns, without obtaining the consent or approval of any other person or entity; and (ii) this Settlement Agreement has been duly authorized, executed and delivered by the Affinia Entities and is enforceable against the Affinia Entities in accordance with its terms.

34.    Jurisdiction and Governing Law.    This Settlement Agreement will be construed according to the laws of the State of Ohio and the applicable provisions of the Bankruptcy Code without regard to its conflict of laws provisions or any other provision of Ohio or federal law that would require or permit the application of the substantive law of any other jurisdiction to govern this Settlement Agreement. The Bankruptcy Court will have exclusive jurisdiction over any matters arising hereunder.

DANA CORPORATION For itself and each Dana Entity						AFFINIA GROUP INC. For itself and each Affinia Entity
/s/ Marc S. Levin						/s/ Terry R. McCormack
Name:			Marc S. Levin			Name:			Terry R. McCormack
Title:			Acting Secretary			Title:			President
Date:			November 20, 2007
						/s/ Susan J. Stewart
						Name:			Susan J. Stewart
						Title:			Assistant Secretary
						Date:			November 20, 2007