BorgWarner Inc.
Compensation Committee Charter

The BorgWarner Inc. Compensation Committee is appointed by the Board ofDirectors to discharge the Board’s responsibilities relating to compensation of theCompany’s Chief Executive Officer (“CEO”) and other executive officers(collectively, including the CEO, the “Executive Officers”). A primary purpose of theCompensation Committee is to ensure that the compensation of Executive Officers
is internally equitable, externally competitive, motivates Executive Officers toward
the achievement of business objectives and aligns their focus with the long-term
interests of Company stockholders. The Compensation Committee is responsible
for approving and evaluating all compensation plans, policies and programs of theCompany as they affect the Executive Officers.

The Compensation Committee is authorized to:1.

Review and approve the Company’s compensation philosophy governing
all executive compensation plans and programs, including base salary,
annual incentives, long-term incentives, severance agreements,
employment agreements, retirement benefits, perquisites, other executive
benefits, and change-in-control provisions affecting elements ofcompensation and benefits.

2.

Review annually and approve the Company's stated executivecompensation strategy to ensure that members of management are
rewarded appropriately for their contributions to corporate growth andvalue creation and that the executive compensation strategy supports
corporate objectives and shareholder interests.

3.

Review and approve the Company’s comparator group used for purposesof benchmarking the compensation levels of the CEO and other ExecutiveOfficers.

4.

Make recommendations to the Board of Directors with respect to allannual bonus, long-term incentive and equity-based plans and supervise
the administration of such plans in accordance with specific provisions ofthe plans (except that the Corporate Governance Committee shalladminister equity-based plans in respect of awards to non-employee
directors), and supervise any other matters affecting executive
compensation.

5.

Review and approve corporate goals and objectives relevant to CEO
compensation, evaluate the CEO’s performance in light of those goals andobjectives and determine and approve the CEO’s compensation levelbased on this evaluation. In determining the incentive components of CEO
compensation, the Compensation Committee may consider a number offactors, including, but not limited to, the Company’s performance andrelative stockholder return, the value of similar incentive awards to CEOs
at comparable companies and the awards given to the CEO in past years.

6.

Review and approve the compensation of the Executive Officers,including without limitation any employment agreements, severance
arrangements, and change in control arrangements.

7.

Review and discuss with management the Compensation Discussion andAnalysis (the “CD&A”) required to be included in the Company’s proxystatement and annual report on Form 10-K by the rules and regulations ofthe Securities and Exchange Commission (the “SEC”) and, based on suchreview and discussion, determine whether or not to recommend to theBoard that the CD&A be so included.

8.

Annually review and discuss Management’s assessment of theCompany’s compensation policies and practices to confirm that theincentive compensation programs do not encourage risk taking that could
be reasonably likely to have a material adverse effect on the Company.

9.

Prepare the annual Compensation Committee Report to be included in
the Company’s proxy statement in compliance with the rules andregulations of the SEC.

10. Determine and approve policies relating to the timing of option grants andthe determination of option exercise prices.
11. Monitor compliance with the Company’s stock ownership guidelines byexecutives.
12. Ask corporate staff to present items of current importance directly to theCompensation Committee from time to time.
13. Retain and terminate any adviser to assist it in the performance of its
duties, but only after taking into consideration all factors relevant to theadviser’s independence from management, including those specified inSection 303A.05(c) of the NYSE Listed Company Manual. The Committee
shall be directly responsible for the appointment, compensation andoversight of the work of any adviser retained by the Committee, and shallhave sole authority to approve the adviser’s fees and the other terms andconditions of the adviser’s retention. The Company must provide forappropriate funding, as determined by the Committee, for the payment ofreasonable compensation to any adviser retained by the Committee.
14. Oversee human capital management, including diversity, equity, andinclusion, and assesses whether environmental, social, and governance(ESG) goals and milestones, if appropriate, are effectively reflected inexecutive compensation.
15. Participate as appropriate in determinations relating to the Company’scompensation clawback policy.
16. Report regularly to the Board of Directors and perform other such duties
and responsibilities that are consistent with the purpose of theCompensation Committee and as the Board or the Compensation
Committee shall deem appropriate.
The Compensation Committee shall consist of at least two Directors of theCompany, recommended by the Corporate Governance Committee andappointed by the Board of Directors for such time as the Corporate GovernanceCommittee shall determine. The Compensation Committee shall be composed
exclusively of independent directors and at least two Directors who qualify as“non-employee” directors within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended. The Board of Directors may remove any
member from the Compensation Committee at any time. The Chair of theCompensation Committee shall establish such rules for the Compensation
Committee and its members as may from time to time be necessary and proper
for the conduct of the Compensation Committee’s business in conformity withapplicable laws, rules and regulations. The Compensation Committee mayform and delegate authority to subcommittees as it deems appropriate. TheCorporate Governance Committee oversees the Board of Directors’ annual
evaluation of the performance of the Compensation Committee.
The Chief Human Resources Officer for the Company will serve as Secretaryof the Compensation Committee.