STANDARD
MOTOR PRODUCTS, INC.





SUPPLEMENTAL
EXECUTIVE


RETIREMENT
PLAN





Amended
and restated as of July 19, 2010





STANDARD
MOTOR PRODUCTS, INC.





SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN





PageSECTION
      I.
                                        PREAMBLE
                                        1SECTION
      II.
                                        DEFINITIONS
                                        2SECTION
      III.
                                        ELIGIBILITY
      AND PARTICIPATION
                                        7SECTION
      IV.
                                        DEFERRAL
      ELECTIONS
                                        8SECTION
      V.
                                        TIME
      AND MANNER OF PAYMENTS
                                        10SECTION
      VI.
                                        DEFERRED
      COMPENSATION ACCOUNTS
                                        13SECTION
      VII.
                                        ADMINISTRATION
                                        14SECTION VIII.
                                        BENEFIT
      CLAIM PROCEDURES
                                        16SECTION
      IX.
                                        MISCELLANEOUS
                                        18APPENDIX
      I
                                        SCHEDULE
      OF PARTICIPANTS





SECTION
I





PREAMBLE





WHEREAS,
Standard Motor Products, Inc. (hereinafter referred to as “the Company” has
previously established an unfunded supplemental deferred compensation plan for a
select group of management or highly compensated employees as described herein,
known as the “STANDARD MOTOR PRODUCTS, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN” (hereinafter referred to as the “Plan”);





WHEREAS,
the purpose of this Plan is to enable the Company to supplement the benefits
from the Standard Motor Products, Inc. Profit Sharing Capital Accumulation Plan
to certain key executive employees of the Company and to provide a means whereby
certain amounts payable by the Company to key executive employees may be
deferred to some future period and in order to attract and retain key executive
employees of outstanding competence;





WHEREAS,
the Company amended and restated the Plan, effective as of December 15, 2008
(the “2008 Restatement”) to comply with legislative changes affecting
supplemental deferred compensation plans mandated by the American Jobs Creation
Act of 2004 (the “Act”);





WHEREAS,
it was  the purpose of the 2008 Restatement to conform the terms of
the Plan to the requirements of Section 409A of the Internal Revenue Code of
1986, as amended, with respect to amounts deferred after December 15, 2008,
within the meaning of Section 885(d) of the Act, as contemplated by Section
885(f) of the Act. It is intended that the modifications effected by the 2008
Restatement shall not cause any amount deferred in taxable years before December
15, 2008 to be treated as an amount deferred in a taxable year beginning on or
after such date. The Plan shall be interpreted and at all times administered in
a manner that avoids the inclusion of compensation in income under Section
409A(a)(1) of the Internal Revenue Code;





WHEREAS,
the Plan is now being amended and restated, effective as of July 19, 2010,
solely for the purpose of allowing Participants to direct the investment of
their accounts into investments selected by the Company;





NOW,
THEREFORE, the Company hereby adopts the Plan, which shall read as
follows:


1


SECTION
II


DEFINITIONS





All
capitalized terms shall have the same meanings set forth below, unless a
different meaning is plainly required by the context:





2.01           “Account”
or “Deferred Compensation Account” means the deferred  compensation
account established for a Participant pursuant to Section IV.





2.02           “Account
Balance” means the fair market value of an Account as of a Valuation
Date.





2.03           “Annual
Base Salary” means the base salary to be paid by the Company to a Participant
during the Plan Year. “Annual Base Salary” shall not include any Annual Bonus
payment or Incentive Payments, but shall include Deferred Compensation and
salary deferral contributions under the Standard Motor Products, Inc. Profit
Sharing Capital Accumulation Plan and under any cafeteria plan maintained by the
Company intended to comply with Section 125 of the Code.





2.04           “Annual
Bonus” means any compensation, other than Performance-Based Compensation
Payments, to be paid by the Company to a Participant during the Plan Year under
a bonus plan or arrangement.





2.05           “Beneficiary”
means any person designated by the Participant in accordance with Section III to
receive benefits, if any, payable under the Plan in the event of the
Participant’s death.





2.06           “Benefit”
means the non-forfeitable interest of a Participant in his or her Account(s)
that is distributable to the Participant or the Participant’s Beneficiary as
provided in Section V.


2


2.07        “Board”
means the Board of Directors of the Company.





2.08        “Change
in Control” means a transaction or series occurring after the Effective Date, in
which:





(a)           there
is an occurrence of a change in the ownership of the Company which occurs on the
date that any person, or more than one person acting as a group, acquires
ownership of stock of the Company that, together with stock held by such person
or group, constitutes more than 50 percent of the total fair market value or
total voting power of the stock of the Company. However, if any one person, or
more than one person acting as a group, is considered to own more than 50
percent of the total fair market value or total voting power of the stock of a
corporation, the acquisition of additional stock by the same or persons or
persons is not considered a change in the ownership of the Company (or to cause
a change in the effective control of the Company as discussed below). An
increase in the percentage of stock owned by any one person, or persons acting
as a group, as a result of a transaction in which the Company acquires its stock
in exchange for property will be treated as an acquisition of stock for purposes
of this section. This paragraph (a) applies only when there is a transfer of
stock of a corporation (or issuance of stock of a corporation) and stock in such
corporation remains outstanding after the transaction. For purposes of this
paragraph (a), persons will not be considered to be acting as a group solely
because they purchase or own stock of the same corporation at the same time, or
as a result of the same public offering. However, persons will be considered as
acting as a group if they are owners of a corporation that enter into a merger,
consolidation, purchase or acquisition of stock, or similar business transaction
with the Company. If a person, including an entity, owns stock in both
corporations that enter into a merger, consolidation, purchase or acquisition of
stock, or similar transaction, such shareholder is considered to be acting as a
group with other shareholders in a corporation prior to the transaction giving
rise to the change and not with respect to the ownership interest in the
Company.


3


(b)           there
is an occurrence of a change in the effective control of the Company which
occurs on the date that either (i) any one person, or more than one person
acting as a group, acquires (or has acquired during the 12-month period ending
on the date of the most recent acquisition by such persons or persons) ownership
of stock of the Company possessing 35 percent or more of the total voting power
of the Company; or (ii) a majority of members of the corporation’s board of
directors prior to the date of the appointment or election is not endorsed by a
majority of the members of the corporation’s board of directors prior to the
date of the appointment or election, provided that for purposes of (ii) the term
corporation refers solely to the relevant corporation identified in (a), for
which no other corporation is a majority shareholder for purposes of that
paragraph.





(c)           there
is a change in the ownership of a substantial portion of the Company’s assets
which occurs on the date that any one person, or more than one person acting as
a group, acquires or has acquired during the 12-month period ending on the date
of the most recent acquisition of such person or persons assets from the Company
that have a gross fair market value equal to more than 40 percent of the gross
fair market value of the assets of the Company immediately prior to such
acquisition or acquisitions. For this purpose, gross fair market value means the
value of the assets of the Company, or the value of the assets being disposed
of, determined without regard to any liabilities associated with such
assets.





2.09        “Code”
means the Internal Revenue Code of 1986, as it has been and may be amended from
time to time. Reference to any section of the Code shall include any provision
successor thereto.





2.10        “Committee”
means the Compensation and Management Development Committee of the
Board.





2.11        “Company”
means Standard Motor Products, Inc. or any successor thereto.


4


2.12        “Company
Contribution” means the amount, if any, contributed by the Company
to the Plan on behalf of the Participant. For any Plan Year, the decision to
make Company Contributions shall be made in the sole discretion of the
Company.





2.13        “Deferred
Compensation” means the amount of Annual Base Salary, Annual Bonus, and
Performance-Based Compensation Payments that a Participant elects to defer for
the Plan Year in accordance with Section 4.01.





2.14        “Disability”
means for purposes of this Plan if he or she is unable to engage in any
substantial activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months; or is, by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, receiving income replacement benefits for a period of not less
than 3 months under an accident or health plan covering employees of the
Company. The foregoing is intended to comply with the requirements of Section
409A(a)(2)(C) of the Code including any Treasury regulations promulgated
thereunder.





2.15        “Effective
Date” means July 19, 2010.





2.16        “Eligible
Employee” means any employee designated by the Committee who satisfies the
requirements of Section III.





2.17        “Participant”
means an Eligible Employee of the Company who is selected to participate in the
Plan in the manner described in Section III.





2.18        “Performance-Based
Compensation” means compensation to the extent that an amount is: (i) variable
and contingent on the satisfaction of pre-established organization or individual
performance criteria that covers a performance period of at least 12 months and
(ii) not readily ascertainable at the time of the election. The foregoing is
intended to comply with Section 409A(a)(4)(iii) of the Code including any
Treasury regulations promulgated thereunder.


5


2.19        “Plan”
means the Standard Motor Products, Inc. Supplemental Executive Retirement Plan
as set forth herein and as may be amended from time to time.





2.20        “Plan
Year” means the twelve (12) month period beginning on the first day of January
and ending on the thirty-first of December.





2.21        “Specified
Employee” means a key employee (as defined in Code Section 416(i) without regard
to paragraph (5) thereof) of a corporation any stock in which is publicly traded
on an established securities market. The foregoing is intended to comply with
the requirements of Section 409A(a)(2)(B) of the Code including any Treasury
regulations promulgated thereunder.





2.22        “Trust”
means the Standard Motor Products, Inc. Supplemental Executive Retirement Plan
Trust or any other trust established between the Company and the Trustee in
connection with the Plan under which Plan assets are held and invested and from
which benefits under the Plan are paid. This Trust is a grantor trust and is not
intended to be a trust under ERISA.





2.23        “Trustee”
means the corporation, individual or individuals acting as trustee of the Trust
at any time of the reference.





2.24        “Valuation
Date” means each business day of the Plan Year.


6


SECTION
III


ELIGIBILITY
FOR PARTICIPATION





3.01           Eligibility





(a)      
      Any key executive employee selected by the
Committee shall be an Eligible Employee and the Committee may select from time
to time certain key executive employees who shall be eligible to participate
under the Plan.





(b)         
   In order for an Eligible Employee to participate in the Plan,
he or she must file with the Committee, no later than thirty (30) days before
the applicable Plan Year begins, an election on a form approved by the Committee
to defer Annual Base Salary and Annual Bonus payments. An Eligible Employee must
file with the Committee, no later than six (6) months before the performance
period ends of Performance-Based Compensation, an election on a form approved by
the Committee to defer Performance-Based Compensation payments. Notwithstanding
any other provision of this Plan, for the first year in which a Participant is
eligible to participate, he or she may file an election on a form approved by
the Committee, within thirty (30) days after the date on which he or she becomes
eligible to participate in the Plan, with respect to services to be performed
subsequent to the election. The Committee in its sole discretion shall permit a
Participant to make a higher percentage rate of compensation to be deferred than
those that would otherwise be allowable under Section 4.01 during his or her
first year of participation so that his or her Deferred Compensation during such
year will equal the amount that he or she could have made had such election
began as of his or her first date of employment with the Company. In order for
the allowance of additional deferrals to be made under this Section, the
Participant must elect to make such deferrals in writing at the time he or she
enrolls in the Plan before the Annual Base Salary payments, Annual Bonus
payments, and Performance-Based Compensation from which such deferrals will be
deducted has been earned.





(c)    
        A Participant’s participation in
the Plan shall automatically terminate upon the distribution of his or her
Benefit in full. In addition, the Company may terminate a Participant’s
participation in the Plan at any time as permitted under Section 409A of the
Code. In such event, the Company will terminate the Participant’s deferral
election for the remainder of the year.


7


(d)        
    Each Eligible Employee shall be notified when he or she
becomes eligible
to become a Participant, and shall be furnished with the materials necessary to
enroll in the Plan.





3.02           Beneficiary
Designation





The
Participant shall submit to the Company upon enrollment in the Plan, or at such
time as the Committee requests and on a form provided by the Committee, a
written designation of a primary beneficiary, contingent beneficiaries or
secondary beneficiaries to whom payment of his or her Deferred Compensation
Account shall be made.





SECTION
IV


DEFERRAL
ELECTIONS





4.01           Employee Salary
Deferrals





At least
thirty (30) days prior to the beginning of each Plan Year, other than a
Participant’s first year of participation (which are subject to the requirements
of Section 3.01(b)), a Participant may make an election to defer a portion of
his or her Annual Base Salary and Annual Bonus payments earned in that Plan Year
up to a maximum percent of 50% of his or her Annual Base Salary and 100% Annual
Bonus payments. At least six (6) months before the performance period ends of
Performance-Based Compensation, a Participant may make an election to defer a
portion of his or her Performance-Based Compensation earned for the year of the
performance period up to a maximum percent of 100% of his or her
Performance-Based Compensation. The deferred amount may be expressed as a dollar
amount, or a percentage of Annual Base Salary and Annual Bonus paid during the
Plan Year. The deferred amount of any deferrals of Performance-Based
Compensation may also be expressed as a dollar amount, or a percentage of
Performance-Based Compensation.


8


Notwithstanding
the foregoing, the Committee may, in its sole discretion, establish for any Plan
Year maximum percentages which differ from those set forth above, including a
maximum percentage designed to permit sufficient withholding of Social Security
taxes.





4.02           Withholding of
Deferrals





The
percentage, if any, of a Participant’s Annual Base Salary that he or she elects
to defer for a Plan Year shall be withheld from each regularly scheduled
paycheck during the Plan Year. The dollar amount or percentage, if any, of a
Participant’s Annual Bonus and Performance-Based Compensation that he or she
elects to defer for a Plan Year shall be withheld at the time the Annual Bonus
and Performance-Based Compensation are, or otherwise would be, paid to the
Participant.





4.03           Company
Contributions





The
Company may contribute to the Trust for each Plan Year and on behalf of each
Participant a Company Contribution in such amount as may be determined by the
Committee, in its sole discretion.





4.04           Deferral
Period





At the
time the Participant makes a deferral election pursuant to Section 4.01, he or
she shall specify the date on which payments of the balance credited to his or
her Account shall be made in accordance with Section V. The Participant shall
also elect the form of distribution as discussed in Section 5.02. Each election
described in this Section 4.04 must be made in the manner prescribed by the
Committee.





4.05           Vesting





(a)       
     All employee salary deferrals made by a
Participant and credited to his or her Deferred
Compensation Account shall be fully vested and non-forfeitable at all
times.


9


(b)     
       All Company Contributions made on
behalf of a Participant and credited to his or her Deferred Compensation Account
shall be non-forfeitable following the completion of three (3) consecutive years
of employment with the Company. Notwithstanding the preceding sentence, the
Committee may in its discretion accelerate the vesting of any Company
Contributions made on behalf of a Participant who terminates before the three
(3) consecutive year period.





(c)        
    In the event of a Change of Control, all Company
Contributions will become
fully vested.





SECTION
V


TIME
AND MANNER OF PAYMENTS





5.01           Time of
Payment





Deferrals
under the Plan may not be made until the earlier of:





(a)       
     separation from service (except for Specified
Employees),


(b)      
      death,


(c)       
     Disability, or


(d)       
     upon a Change in Control.





Specified
Employees may not receive a distribution under (a) above before the date, which
is six (6) months after the date of a separation of service (or, if earlier, the
date of death of the employee). The term separation from service is intended to
comply with the requirements of Section 409A(a)(2)(A)(i) of the Code including
any Treasury regulations promulgated thereunder. Distribution upon a Change in
Control is intended to comply with the requirements of Section 409A(a)(2)(A)(v)
of the Code including any Treasury regulations promulgated thereunder and any
other guidance including Q/A 11 through 14 of Notice 2005-1.


10


5.02           Manner of Payment
Election





A
Participant may elect the manner in which Benefits will be paid. Any such
election must be made with each deferral election. The Participant may select
either a lump sum payment or periodic payments over a period not to exceed ten
(10) years, payable in installments of equal or varying percentages of the
balance of his or her bookkeeping account under the Trust or such other method
as approved by the Committee.





Notwithstanding
any other provision of the Plan, a Participant will only be permitted to make a
subsequent election that results in a delay in payment or a change in form of
payment if the subsequent election takes effect at least twelve (12) months
after the date on which the election is made, and with respect to a distribution
due to separation of service, the first payment will be not less than five (5)
years from the date on which it wouldotherwise have been
made. The election cannot be made less than twelve (12) months prior to the date
of the first scheduled payment.





During
the five (5) year subsequent deferral period, a distribution may be made only on
account of death or Disability. The foregoing is intended to comply with Section
409A(a)(2)(C) of the Code, including any Treasury regulations promulgated
thereunder.





5.03           Death
Benefit





(a)      
      In the event of a Participant’s death while
in the employment of the Company and prior to the commencement of payment of his
or her Deferred Compensation Account, the Company shall pay the amount of the
Participant’s Deferred Compensation Account in a lump sum payment as of the date
of death to the Participant’s designated Beneficiary in accordance with such
designation received by the Committee. Subject to such rules and regulations as
the Committee may promulgate, a Participant may from time to time change such
designation of Beneficiary. The last effective designation of Beneficiary shall
supersede all prior designations. A designation of Beneficiary shall be
effective only if the designated Beneficiary survives the Participant and any
prior designated Beneficiary.


11


(b)      
      If a Benefit becomes payable upon the death
of a Participant and no Beneficiary has been properly designated, or if the
Beneficiary designated (including any contingent or secondary Beneficiary) shall
have predeceased the Participant, the Participant shall be deemed to have
designated the following Beneficiaries (if living at the time of the death of
the Participant) in the following order of priority: (i) the spouse of the
Participant, (ii) the children, including adopted children, of the Participant,
in equal shares, (iii) the natural parent of the Participant, in equal shares,
(iv) the sibling of the Participant, in equal shares, and (v) the estate of the
Participant.





(c)     
       If the Company has any doubt as to the
proper Beneficiary to receive payments thereunder, the Company shall have the
right to withhold such payment until the matter is finally adjudicated. Any
payment made by the Company in good faith and in accordance with the provisions
of the Plan shall fully discharge the Company from all further obligations with
respect to such payment.





(d)      
      In the event of the Participant’s death
after the commencement of his or her Deferred Compensation Account, but prior to
the completion of all such payments due and owing thereunder, the Company shall
continue to make such payments in equal installments over the remainder of the
period that would have been applicable to the Participant had he or she
survived. Such continuing payments shall be made to the Participant’s designated
Beneficiary in accordance with the last such designation received by the
Committee from the Participant prior to his or her death.


12


SECTION
VI


DEFERRED
COMPENSATION ACCOUNT





6.01           Participant’s
Accounts





The
Committee shall cause the Trustees to maintain a bookkeeping account to be kept
in the name of each Participant which shall reflect the value of the deferrals
made by a Participant and the Company Contributions made by the Company,
pursuant to Plan Section V on the Participant’s behalf. The Participant’s
Account shall be credited as of the date the amounts deferred otherwise would
have become due or payable, and with respect to Company Contributions or times
as the Committee shall direct. The Account shall not be credited with any
interest thereon.





6.02           Investment of
Accounts





The value
of funds credited to the Participant’s bookkeeping account shall be invested and
re-invested as directed by the Participant in mutual funds or other investments
from a roster  selected by the Committee from time to time in its
discretion. The Committee may engage investment counsel and, if it so desires,
may delegate to such counsel full or limited authority to select the available
investment vehicles. As of each Valuation date, the bookkeeping account of each
Participant shall be credited with a gain or loss equal to the adjustment which
would be made if assets equal to the bookkeeping account had been invested in
accordance with such Participant’s direction.





6.03           Assumption of
Risk





The
Participant agrees on behalf of himself and his (or herself and her) designated
beneficiary to assume all risk in connection with any decrease in value of the
funds which are deemed to be invested or which continue to be invested under the
provisions of this Plan.


13


6.04           Charges Against
Accounts





There
shall be charged against each Participant’s bookkeeping account any payments
made to the Participant or his or her Beneficiary in accordance with Plan
Article V.





SECTION
VII


ADMINISTRATION





7.01           Authority





The Plan
shall be administered by the Committee, which shall have full power and
authority to administer and interpret the Plan.





7.02           Liability





No member
of the Board or management of the Company shall be liable to any persons for any
actions taken under the Plan.





7.03           Procedures





The Board
may from time to time adopt such procedures as it deems appropriate to assist in
the administration of the Plan.





7.04           Duties of the
Committee





The
Committee, in addition to the duties otherwise provided for in the Plan,
shall:





(a)      
      Construe the Plan and any Trust the Company
may adopt to fund the Plan.


(b)         
   Determine all questions affecting the eligibility for and the
amount of the Benefit
payable hereunder to any Participant or Beneficiary.


(c)         
   Ascertain the persons to whom any death or other Benefits
shall be payable
under the provisions hereof.


14


(d)            Authorize
and direct all disbursements by any trustee from the trust.


(e)            Make
final and binding determinations in connection with any questions of fact
which may arise under the operation of the Plan and any trust.


(f)         
   Make such rules and regulations, with reference to the
operation of the Plan, as
it may deem necessary or advisable, provided, that such rules and regulations
shall not be inconsistent with the express terms of the Plan or
ERISA.


(g)            Prescribe
procedures and adopt forms to be used by Participants and Beneficiaries
in filing applications for Benefits and in making elections under the
Plan.


(h)            Prescribe
procedures and adopt forms to be used by Participants and Beneficiaries
in filing applications for Benefits and in making elections under the
Plan.


(i)           
 Review the denial of claims under Section VIII and make decisions on such
review.


(j)           
 Delegate such duties as it shall deem appropriate.





7.05          Committee’s Decisions Final
and Binding





Benefits
under the Plan will be paid only if the Committee decided in its discretion that
the applicant is entitled to them. The decisions of the Committee on any matter
within its authority shall be made in the sole discretion of the Committee and
shall be final and binding on all parties, including without limitation, the
Company, Participants, and Beneficiaries. Any Eligible Employee who becomes a
Participant shall acknowledge the exclusive authority of the Committee as set
forth in this Section VII.





7.06          Employment of Counsel,
Etc.





The
Committee may employ such counsel, accountants and other agents as it shall deem
advisable.


15


7.07           Payments of Expenses of the
Committee





The
reasonable cost and expenses incurred by the Committee in the performance of its
duties hereunder, excluding compensation, but including, without limitation,
reasonable fees for legal, accounting and other services rendered, shall be paid
by the Company.





7.08           Committee to be Furnished
Information Concerning Employees





The
Company shall, from time to time, make available to the Committee such
information with respect to Participants, their dates of employment, their
compensation and other matters as may be reasonably necessary or desirable in
connection with the performance of the Committee of its duties with respect to
the Plan.





SECTION
VIII


BENEFIT
CLAIM PROCEDURES





8.01           Claim For
Benefits





Any claim
for Benefits shall be made in writing to the Committee. In the event such a
claim to all or any part of any Benefit under this Plan shall be denied, the
Committee shall provide to the claimant within 90 days (or, if determining
whether a Participant is Disabled, 45 days) (or such additional period required
by special circumstances, but not to exceed an additional 90 days (30 days in
the case of a Disability claim), provided that written notice of the extension
shall be furnished to the claimant prior to the commencement of the extension)
after receipt of such claim, a written notice setting forth, in a manner
calculated to be understood by the claimant:





(a)            The
specific reason or reasons for the denial.


(b)            References
to the specific Plan provisions on which the denial is based.


16


(c)         
   A description of any additional material or information
necessary for the claimant
to perfect the claim and an explanation as to why such material or information
is necessary.


(d)       
     An explanation of the Plan’s procedure for review
of the denial of a claim.


(e)  
          A statement of the
claimant’s right to bring legal action under Section 502(a) of
ERISA.





8.02           Review of Denial of
Claims





Within 60
days (or 180 days if a Disability claim) after receipt of the above material,
the claimant may appeal the claim denial to the Committee for a full and fair
review. Within such 60 or 180 days, the claimant or his or her duly authorized
representative:





(a)      
      May request a review upon written notice to the
Committee.


(b)       
     Shall be provided, upon request and free of charge,
reasonable access to, and
copies of, all documents, records, and other information relevant to the
claimant’s claim for benefits.


(c)  
          May submit written
comments, documents, records, and other information relevant
to the claimant’s claim for benefits.





8.03           Decision on Review of
Denial





A
decision by the Committee will be made not later than 60 days (or 45 days for
Disability claims) (or such additional period required by special circumstances,
but not to exceed an additional 60 days (or 45days for Disability
claims); provided, however, that written notice of the extension shall be
furnished to the claimant prior to the commencement of the extension). The
Committee will take into account all comments, documents, records, and other
information relevant to the claim, whether or not submitted or considered in the
Committee’s initial benefit determination. The Committee’s decision on review
shall be provided to the claimant in writing. If the Committee’s decision is
adverse, its written notification to the claimant shall include:





(a)   
        The specific reason or reasons
for the decision.


17


(b)       
     References to the specific Plan provisions on
which the decision is based.


(c)         
   A statement that the claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all documents,
records, and other information relevant to the claimant’s claim for
benefits.


(d)          
  A statement of the claimant’s right to bring legal action under
Section 502(a) of
ERISA.





8.04           Legal
Actions





No legal
action to recover Benefits under the Plan may be filed after 12 months of the
date of the Committee’s decision on appeal.





SECTION
IX


MISCELLANEOUS





9.01           Claim for
Benefits





No
Eligible Employee or other person shall have any claim or right to payment of
any amount hereunder until payment has been authorized and directed by the
Board.





9.02           Not an Employment
Contract





The Plan
shall not be deemed to constitute a contract between the Company and any
Participant, nor shall the Plan be considered an inducement for the employment
of any Participant or Employee. Nothing contained in the Plan shall be deemed to
give any Participant the right to be retained in the service of the Company nor
to interfere with the right of the Company to discharge any Participant or
Employee at any time, regardless of the effect which such discharge may have
upon that individual as a Participant in the Plan.


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9.03           Non-transferability





No
Participant shall have any legal right, title or interest in any trust fund that
the Company may establish to fund the Plan or any of its assets. This same
limitation shall be applicable with respect to Benefits payable upon the death
of a Participant which may be distributable to a Beneficiary.





9.04           Tax
Withholding





Notwithstanding
any other provisions of this Plan, the Company shall withhold from all amounts
payable hereunder all federal, state, and local taxes legally required to be
withheld with respect to such amounts. To the extent that it is required to
withhold any amounts before payments due and payable under the Plan, such
amounts will be withheld by the Committee from other income sources if
available.





9.05           Governing
Law





(a)            
The Plan shall be construed and enforced according to the laws of the State of
New York, and all provisions hereunder shall be administered according to the
laws thereof.





(b)           
 The Plan is intended to be an unfunded plan maintained by the Company
primarily for a select group of management or highly compensated employees
(within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA), and
the Plan shall be so construed and interpreted wherever necessary. All benefits
are unfunded, and as such shall be paid out of the general assets of the
Company, including any trust fund assets, which are part of the Company’s
general assets. The Trust shall be a domestic trust whose assets must at all
times be located in the United States; and provided further that this section
shall not be construed as providing that assets will become restricted to the
provision of benefits under the Plan in connection with a change in any
Employer’s financial health, and the Company shall not make any transfer that
would be deemed “in connection with a change in the employer’s financial health”
within the meaning of Section 409A(b)(2) of the Code. The purpose of the
provisos is to comply with the funding restrictions of Section 409A(b) of the
Code.


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(c)            
 Any words herein used in the masculine or neuter shall read and be
construed in the feminine, masculine or neuter where they would so apply. Words
in the singular shall be read and construed as though used in the plural in all
cases where they would so apply.





9.06           Amendment and
Termination





The
Company reserves the right, in its sole and absolute discretion, to terminate or
amend the Plan, wholly or partially, from time to time and at any time. Upon
termination of the Plan, or upon any amendment to the Plan which would decrease
the Benefit of Participants, each Participant shall be entitled to a Benefit
hereunder equal to the Benefit the Participant would have received had the
Participant Retired on the day immediately prior to the effective date of the
termination or amendment of the Plan; provided, however, that no Participant
shall receive a distribution of such Benefit from the Plan as the result of an
amendment to the Plan. No distributions shall be made solely because of
termination of the Plan. Upon termination of the Plan, Benefits will be
distributed in accordance with Participants’ elections.





9.07           Unclaimed
Benefits





The
Benefit of a Participant or Beneficiary who cannot be located after reasonable
efforts at the time the Benefit becomes payable shall be forever
forfeited.





9.08           Severability





If any
provision of this instrument shall be held by a court of competent jurisdiction
to be invalid or unenforceable, the remaining provisions of the Plan shall continue
to be fully effective.


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IN WITNESS WHEREOF,the
Company has caused the Plan to be effective as of July
19, 2010.





STANDARD
      MOTOR PRODUCTS, INC.By:Title:Date:Attest


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