0001193125-12-377182 Sample Contracts

Amendment No. 2 to the Amended and Restated Employment Agreement with Thomas H. Madden
Employment Agreement • August 31st, 2012 • Affinia Group Holdings Inc. • Motor vehicle parts & accessories

This Amendment No. 2 to the Amended and Restated Employment Agreement dated as of December 15, 2008, as amended (the “Agreement”) by and between Affinia Group Inc. (the “Company”) and Thomas H. Madden (“Executive”) is made this 29th day of August 2012. Capitalized terms used herein without definition have the meanings assigned to such terms under the Agreement.

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AMENDMENT NO. 1 TO THE ADVISORY AGREEMENT
The Advisory Agreement • August 31st, 2012 • Affinia Group Holdings Inc. • Motor vehicle parts & accessories

This Amendment No. 1 to the Advisory Agreement dated as of January 1, 2011 (the “Advisory Agreement”) among Affinia Group Inc., a Delaware corporation (the “Company”), Affinia Group Intermediate Holdings Inc., a Delaware corporation (“Intermediate”), Affinia Group Holdings Inc., a Delaware corporation (“Parent”) and Torque Capital Group LLC, a Delaware limited liability company (“Torque”) is entered into on August 30, 2012 with an effective date as of July 1, 2012.

Amendment No. 2 to the Amended and Restated Employment Agreement with Steven E. Keller
Employment Agreement • August 31st, 2012 • Affinia Group Holdings Inc. • Motor vehicle parts & accessories

This Amendment No. 2 to the Amended and Restated Employment Agreement dated as of December 15, 2008, as amended (the “Agreement”) by and between Affinia Group Inc. (the “Company”) and Steven E. Keller (“Executive”) is made this 29th day of August 2012. Capitalized terms used herein without definition have the meanings assigned to such terms under the Agreement.

Amendment No. 2 to the Amended and Restated Employment Agreement with Terry R. McCormack
Employment Agreement • August 31st, 2012 • Affinia Group Holdings Inc. • Motor vehicle parts & accessories

This Amendment No. 2 to the Amended and Restated Employment Agreement dated as of December 15, 2008, as amended (the “Agreement”) by and between Affinia Group Inc. (the “Company”) and Terry R. McCormack (“Executive”) is made this 29th day of August 2012. Capitalized terms used herein without definition have the meanings assigned to such terms under the Agreement.

Amendment No. 2 to the Amended and Restated Employment Agreement with Keith A. Wilson
Employment Agreement • August 31st, 2012 • Affinia Group Holdings Inc. • Motor vehicle parts & accessories

This Amendment No. 2 to the Amended and Restated Employment Agreement dated as of December 15, 2008, as amended (the “Agreement”) by and between Affinia Group Inc. (the “Company”) and Keith A. Wilson (“Executive”) is made this 29th day of August 2012. Capitalized terms used herein without definition have the meanings assigned to such terms under the Agreement.

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