BORGWARNER INC.
                      2004 STOCK INCENTIVE PLAN
              NON-QUALIFIED STOCK OPTION AWARD AGREEMENT


Stock Option Grant Awarded to _____________________

Column (1)	Column (2)	Column (3)	Column (4) 	Column (5) 	Column (6)
Date of	Number of	Exercise	Type of Stock 	Expiration	Cumulative
  	Shares Subject	Price Per:   	Option:	Date of	Percentage
         	             	Stock	Exercise Schedule
	Option			Option	of Stock Option:

M/D/Yr	# Shares  	$-- 	Non-Qualified	M/D/Yr	 _% on M/D/Yr
                   			Stock Option		 % on M/D/Yr

          1.    Grant of Stock Option.  Pursuant to
          Section 6 of the Borg Warner, Inc. 2004
          Stock Incentive Plan, (the "Plan"),
          BorgWarner Inc., a Delaware corporation,
          hereby grants to the individual named
          above, an employee of the Company or an
          Affiliate (the "Optionee"), an option to
          purchase from the Company the number of
          its shares of common stock, $.01 par
          value shown above in Column 2 of this
          Award Agreement, upon and subject to the
          terms and conditions set forth in the
          Plan and this Award Agreement (the
          "Shares").  Capitalized terms not defined
          herein shall have the meanings specified
          in the Plan.

          2.    Date of Grant.  The date of grant
          of this Stock Option is the date set
          forth above in Column 1.

          3.    Type of Stock Option.  This Stock
          Option is not intended to qualify as an
          incentive stock option within the meaning
          of section 422 of the Internal Revenue
          Code, and this Award Agreement shall be
          interpreted and treated consistently with
          the characterization of the Stock Option
          as a Non-Qualified Stock Option.

          4.    Stock Option Price.  The option
          price per share of Stock covered by the
          Stock Option shall be the price set forth
          above in Column 3 of this Award Agreement.

          5.    Expiration Date.  Unless the Stock
          Option is previously terminated pursuant
          to the terms of this Award Agreement and
          the Plan, the Stock Option granted by
          this Award Agreement shall terminate on
          the date shown above in Column 5 of this
          Award Agreement.

          6.    Exercise of Stock Option.

          A.    The Stock Option shall become
          exercisable as of the date set forth
          above in Column 6 according to the
          percentage shown for such date
          ("Exercisable Date"); provided that at
          all times during the period between Date
          of Grant and the Exercisable Date the
          Optionee has been employed by the Company
          or an Affiliate.  The Committee (as such
          term is defined in the Plan) has, in its
          sole discretion, the authority to, in
          whole or in part, accelerate the
          exercisability of the Stock Option.  The
          Stock Option may be exercised only to
          purchase whole Shares and in no case may
          a fraction of a Share be purchased.  The
          right of the Optionee to purchase Shares
          may be exercised in whole at any time or
          in part from time to time after (and to
          the extent) the Stock Option has become
          exercisable and prior to the tenth
          anniversary of the Date of Grant;
          provided, however, that no portion of the
          Stock Option shall be exercisable unless
          (except as hereinafter provided in this
          Section 6) the Optionee at the time of
          exercise is, and at all times from the
          Date of Grant has been employed by the
          Company or an Affiliate.  A Termination
          of Employment (as such term is defined in
          the Plan) shall not be deemed to have
          occurred if the transfer, promotion,
          reassignment or similar personnel move of
          the Optionee, at the request of the
          Company or an Affiliate, from any one
          entity within the Company or Affiliate to
          another entity within the Company or
          Affiliate results in the Optionee being
          immediately employed with such other
          entity.
          B.    If the Optionee dies while employed
          by the Company or an Affiliate, the
          Optionee's estate shall be permitted to
          exercise the Stock Option to the extent
          exercisable on the date of the Optionee's
          death or to the extent that the
          exercisability of the Stock Option may be
          accelerated by the Committee.  The Stock
          Option may be exercised for a period of
          one year from the date of such death or
          until the expiration of the Stock Option,
          whichever period is shorter.

          C.    If the Optionee incurs a
          Termination of Employment by reason of
          Disability or Retirement (as such terms
          are defined in the Plan), the Optionee
          shall be permitted to exercise the Stock
          Option to the extent exercisable at the
          time of the termination or to the extent
          that the exercisability of the Stock
          Option may be accelerated by the
          Committee.  The Stock Option may be
          exercised for a period of three years
          from the date of such termination or
          until the expiration of the Stock Option,
          whichever period is the shorter;
          provided, however, that if the three year
          period is the applicable period and the
          Optionee dies within such three year
          period, any unexercised Stock Option held
          by such Optionee shall, notwithstanding
          the expiration of such three year period,
          continue to be exercisable to the extent
          to which it was exercisable at the time
          of death for a period of twelve (12)
          months from the date of such death or
          until the expiration of the Stock Option,
          whichever period is the shorter.

          D.    If the Optionee incurs a
          Termination of Employment and such
          Termination of Employment is involuntary
          and without Cause (as such term is
          defined in the Plan), the Optionee shall
          be permitted to exercise the Stock Option
          to the extent exercisable at the time of
          the termination or to the extent that the
          exercisability of the Stock Option may be
          accelerated by the Committee.  The Stock
          Option may be exercised for a period of
          one year from the date of such
          termination or until the expiration of
          the Stock Option, whichever period is
          shorter; provided, however, that if the
          one year period is the applicable period
          and the Optionee dies within such one
          year period, any unexercised Stock Option
          held by such Optionee shall,
          notwithstanding the expiration of such
          one year period, continue to be
          exercisable to the extent to which it was
          exercisable at the time of death for a
          period of twelve (12) months from the
          date of such death or until the
          expiration of the Stock Option, whichever
          period is the shorter.

          E.    If the Optionee incurs a
          Termination of Employment for any reason
          other than as set forth in Sections 6(B),
          (C) and (D) above and such Termination of
          Employment is without Cause, the Optionee
          shall be permitted to exercise the Stock
          Option to the extent exercisable at the
          time of the Termination of Employment.
          The Stock Option may be exercised for a
          period of five (5) business days from the
          date of such termination or until the
          expiration of the Stock Option, whichever
          period is the shorter.

          F.    If the Optionee incurs a
          Termination of Employment which is for
          Cause, the Stock Option held by the
          Optionee shall terminate at the time of
          the Optionee's Termination of Employment.

          7.    Transferability of Stock Option.
          The Stock Option and this Stock Option
          Award Agreement shall be transferable by
          the Optionee:  (i) by will or by the laws
          of descent and distribution, (ii)
          pursuant to a qualified domestic
          relations order (as such term is
          described in the Plan), or (iii) pursuant
          to a gift to the Optionee's "immediate
          family" members (as such term is
          described in the Plan) directly or
          indirectly by means of a trust,
          partnership, or limited liability
          company, subject in the case of all
          transfers pursuant to clause (iii),
          above, to the review of the Committee or
          its designee.  A Stock Option shall be
          exercised, only by the Optionee, by the
          guardian or legal representative of the
          Optionee, or permitted transferee, it
          being understood that the terms "holder"
          and "Optionee" include any such guardian,
          legal representative or beneficiary or
          permitted transferee.  A permitted
          transferee may transfer a Stock Option
          only by will or by the laws of descent
          and distribution.

          8.    Exercise of Stock Option; Payment.

          A.    If the Optionee is then employed by
          the Company or an Affiliate and elects to
          exercise all or part of the Stock Option
          which is exercisable, he or she shall
          deliver to the Company a written notice,
          in a form acceptable to the Committee,
          specifying the number of Shares to be
          purchased under the Stock Option and an
          exercise date, not more than thirty days
          after the date of such notice, upon which
          such Shares shall be purchased and
          payment therefor shall be made.

          B.    If the Optionee's employment with
          the Company or an Affiliate is terminated
          for any of the reasons set forth in
          Section 6(B) through (E) above, then any
          election to exercise all or part of the
          Stock Option which is exercisable shall
          be done in the following manner:  the
          Optionee or his or her estate shall
          deliver to the Company a written notice,
          in a form acceptable to the Committee,
          specifying the number of Shares to be
          purchased under the Stock Option and an
          exercise date, within the exercise period
          set forth for such reason in Section 6(B)
          through (E) above and with respect to
          Section 6(B) through (D), not more than
          thirty days after the date of such
          notice, upon which such Stock Option
          Shares shall be purchased and payment
          therefor shall be made.

          C.    On the exercise date the Optionee
          has specified in the notice described in
          Section 8(A) or 8(B) above, the Optionee
          or his or her estate shall deliver to the
          Company (i) cash, certified or bank check
          or such other instrument as the Company
          may accept, made payable to the order of
          the Company in an amount equal to the
          product of the number of Shares specified
          to be purchased in such notice and the
          Option Price (the "Option Exercise
          Amount") and within five days thereafter
          payment, by cash, certified or bank check
          or such other instrument as the Company
          may accept, made payable to the order of
          the Company, in such amount as the
          Company in its sole discretion deems
          necessary to satisfy its liability to
          withhold federal, state or local income
          or other taxes incurred by reason of the
          exercise of the Stock Option or the
          transfer of Shares thereupon
          (collectively the "Applicable Tax"), or
          (ii) unrestricted Shares owned by the
          Optionee for more than six months prior
          to the exercise date, the value of which
          in whole Shares shall not exceed the
          Option Exercise Amount, and within 5 days
          thereafter unrestricted Shares owned by
          the Optionee, the value of which in whole
          Shares shall not exceed the Applicable
          Tax, the value of such Shares for the
          purpose of paying the Option Exercise
          Amount and the Applicable Tax
          (collectively the "Option Payment
          Amount") being the Fair Market Value (as
          such term is defined in the Plan) of the
          Shares on the exercise date, or (iii) a
          written request to the Company to
          withhold, from the number of Shares
          otherwise issuable upon the exercise of
          the Stock Option, that whole number of
          Shares having an aggregate Fair Market
          Value which does not exceed the
          Applicable Tax, or (iv) a combination of
          the above described forms of payment that
          equals the Option Payment Amount;
          provided that if the Optionee is subject
          to Section 16 of the Securities Exchange
          Act of 1934, as amended (the "Exchange
          Act"), then (y) such Optionee shall have
          the right to make payment of the Option
          Payment Amount only at the time and in
          the manner specified in Section 16 of the
          Exchange Act and the rules and
          regulations thereunder and (z) the
          Company shall have the right to retain or
          sell without notice, or to demand
          surrender of, Shares or Shares issuable
          upon the exercise of the Stock Option
          which have a Fair Market Value on the
          exercise date equal to the amount
          determined by the Company as necessary to
          satisfy any Applicable Tax.  Upon receipt
          in full of the Option Payment Amount
          (including in the case of payment by
          check, the receipt by the Company of
          collected funds), the Optionee or his or
          her estate shall be deemed to be the
          owner of Shares so purchased and
          certificates representing such Shares
          shall thereupon be delivered to the
          Optionee or his or her estate.  If the
          Company has entered into agreement(s)
          with one or more brokerage firms to
          enable the Optionee to facilitate payment
          for the Shares through such brokerage
          firm(s), the Optionee or his or her
          estate may make use of such coordinated
          procedure if he or she elects and if
          allowed by law.

          9.    Specific Restrictions Upon Shares.
          The Optionee hereby agrees with the
          Company as follows:

          A.    The Optionee shall acquire the
          Shares issuable upon the exercise of the
          Stock Option (the "Stock Option Shares")
          for investment purposes only and not with
          a view to resale or other distribution
          thereof to the public in violation of the
          Securities Act of 1933, as amended (the
          "1933 Act"), and shall not dispose of any
          Stock Option Shares in transactions
          which, in the opinion of counsel to the
          Company, violate the 1933 Act, or the
          rules and regulations thereunder, or any
          applicable state securities or "blue sky"
          laws;

          B.    If any Stock Option Shares shall be
          registered under the 1933 Act, no public
          offering (otherwise than on a national
          securities exchange, as defined in the
          Exchange Act) of any such Stock Option
          Shares shall be made by the Optionee (or
          any other person) under such
          circumstances that he or she (or such
          other person) may be deemed an
          underwriter, as defined in the 1933 Act;
          and

          C.    The Company shall have the
          authority to endorse upon the certificate
          or certificates representing the Stock
          Option Shares such legends referring to
          the foregoing restrictions.

          10.   Change in Control Cash Out.  During
          the sixty (60) day period from and after
          a Change in Control (as such term is
          defined in the Plan), the Optionee shall
          have the right, whether or not the Stock
          Option is fully exercisable and in lieu
          of the payment of the exercise price for
          the Shares being purchased under this
          Stock Option, to elect to surrender, by
          giving notice to the Company, all or part
          of this Stock Option to the Company and
          to receive cash, payable by the Company,
          within thirty (30) days of such notice,
          in an amount equal to the amount by which
          the Change in Control Price (as such term
          is defined in the Plan) per Share on the
          date of such election shall exceed the
          Option Price multiplied by the number of
          Shares surrendered under this Stock
          Option; less such amount as the Company
          deems necessary to satisfy its liability
          to withhold federal, state or local
          income or other taxes incurred by reason
          of the number of Shares surrendered;
          provided, however, that if the Change in
          Control is within six (6) months of the
          Date of Grant to an Optionee who is an
          officer or director of the Company and
          subject to Section 16(b) of the Exchange
          Act, then no such election shall be made
          by such Optionee with respect to this
          Stock Option prior to six (6) months from
          the Date of Grant.

          11.   Adjustments to Shares.  In the
          event of any merger, reorganization,
          consolidation, recapitalization, stock
          dividend, stock split, extraordinary
          distribution with respect to the Stock or
          other change in corporate structure
          affecting the Stock, the Committee or
          Board of Directors of the Company may
          make such substitution or adjustments in
          the aggregate number, kind and option
          price of shares subject to this Stock
          Option Award Agreement and/or such other
          substitutions or adjustments in the
          consideration receivable upon exercise as
          it may determine to be appropriate in its
          sole discretion.

          12.   Notices.  Any written notice
          required or permitted under this Stock
          Option Award Agreement shall be deemed
          given when delivered personally, as
          appropriate, either to the Optionee or to
          the Executive Compensation Department of
          the Company, or when deposited in a
          United States Post Office as registered
          mail, postage prepaid, addressed, as
          appropriate, either to the Optionee at
          his or her address set forth above or
          such other address as he or she may
          designate in writing to the Company, or
          to the Attention:  Executive
          Compensation, BorgWarner Inc., at its
          headquarters office or such other address
          as the Company may designate in writing
          to the Optionee.

          13.   Failure to Enforce Not a Waiver.
          The failure of the Company to enforce at
          any time any provision of this Stock
          Option Award Agreement shall in no way be
          construed to be a waiver of such
          provision or of any other provision hereof.

          14.   Governing Law.  All questions
          concerning the construction, validity and
          interpretation of this Stock Option Award
          Agreement shall be governed by and
          construed according to the internal law,
          and not the law of conflicts, of the
          State of Delaware, except that questions
          concerning the relative rights of the
          Company and the Optionee with respect to
          the Shares, shall be governed by the
          corporate law of the State of Delaware.

          15.   Provisions of Plan.  The Stock
          Option provided for herein is granted
          pursuant to the Plan, and said Stock
          Option and this Stock Option Award
          Agreement are in all respects governed by
          the Plan and subject to all of the terms
          and provisions thereof, whether such
          terms and provisions are incorporated in
          this Stock Option Award Agreement solely
          by reference or are expressly cited
          herein.  In the case of any conflict
          between the Plan and this Stock Option
          Award Agreement, the terms of the Plan
          shall control.
          IN WITNESS WHEREOF, the Company has
          executed this Stock Option Award
          Agreement in duplicate on the day and
          year first above written.

                        BORGWARNER INC.



                        By: Timothy M. Manganello
                 Chairman & Chief Executive Officer



          I acknowledge receipt of a copy of the
          Plan (either as an attachment hereto or
          that has been previously received by me)
          and that I have carefully read this Stock
          Option Award Agreement and the Plan.  I
          agree to be bound by all of the
          provisions set forth in this Stock Option
          Award Agreement and the Plan.



          Date
                                            Employee's
                                            Signature
          SS# (U.S. Employees Only)   Print Name
          Home Street Address        City, State,
                                     Zip, Country