Exhibit
4.4

    STONERIDGE,
INC.

    AMENDED

    DIRECTORS’
RESTRICTED SHARES PLAN

    


    1. 
         Purpose of
Plan.

    


    The
purpose of this Amended Directors’ Restricted Shares Plan (the “Plan”) of
Stoneridge, Inc., an Ohio corporation (the “Company”), is to advance the
interests of the Company and its shareholders by providing Eligible Directors
(as defined in Section 3, below) with (a) an opportunity to participate in the
Company’s future prosperity and growth and (b) an incentive to increase the
value of the Company based on the Company’s performance, development, and
financial success.  These objectives will be promoted by granting to
Eligible Directors restricted Common Shares, without par value, of the Company
(the “Restricted Shares”).

    


    2. 
         Administration of
Plan.

    


    The Plan
will be administered by the Board of Directors (the “Board”).  The Board
shall have the power and authority to:  (a) approve the grant of
Restricted Shares to Eligible Directors (such Eligible Directors,
“Participants”); (b) approve the terms and conditions, not inconsistent with the
terms hereof, of any grant of Restricted Shares, including without limitation
time and performance restrictions, and approve the form of Restricted Shares
Grant Agreement (as defined in Section 5, below); (c) adopt, alter, and repeal
such administrative rules, guidelines, and practices governing the Plan as it
shall, from time to time, deem advisable; (d) interpret the terms and provisions
of the Plan and any agreements relating thereto; and (e) take any other actions
the Board considers appropriate in connection with, and otherwise supervise the
administration of the Plan, all in a manner consistent with the other provisions
of the Plan.

    


    3. 
         Participants in
Plan.

    


    The
persons eligible to receive Restricted Shares under the Plan shall be those
directors of the Company who are not employees or officers (provided, however,
such person may be the Secretary) of the Company or any subsidiary of the
Company (any such person, an “Eligible Director”).

    


    4. 
         Shares Subject to
Plan.

    


    The
maximum aggregate number of Common Shares that may be issued under the Plan as
Restricted Shares shall be 500,000 Common Shares, without par value (the
amendment to the Plan adds an additional 200,000 Common Shares to the Plan,
which originally had authorized a total of 300,000 Common Shares).  The
shares that may be issued under the Plan may be authorized but unissued shares
or issued shares reacquired by the Company and held as Treasury Shares. In the
event of a reorganization, recapitalization, share split, share dividend,
combination of shares, merger, consolidation, distribution of assets, or any
other change in the corporate structure or shares of the Company, the Company
will make such adjustments as it deems appropriate in the number and kind of
Common Shares reserved for issuance under the Plan.  In the event of any
merger, consolidation or other reorganization in which the Company is not the
surviving or continuing corporation, all Restricted Shares that were granted
hereunder and that are outstanding on the date of such event shall immediately
vest and no longer be subject to forfeiture on the date of such
event.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    5. 
         Grant, Issuance of
Restricted Shares.

    


    The
Restricted Shares issued by the Company in connection with the Restricted Share
grants made under the Plan shall be authorized by the Board and shall be made in
accordance with, and subject to the terms of a written agreement (the
“Restricted Shares Grant Agreement”) in the form approved by the Board from time
to time.  To be effective, any such Restricted Shares Grant Agreement,
shall be signed by an officer of the Company authorized by the Board, and signed
by the Participant, set forth the terms and other conditions to which the award
of Restricted Shares is subject, if any, the period of time that the Restricted
Shares are subject to forfeiture, if any, and state that such Restricted Shares
are subject to all the terms and conditions of the Plan and such other terms and
conditions, not inconsistent with the Plan, as the Board may approve.  The
date on which the Board approves the granting of the Restricted Shares shall be
deemed to be the date on which the Restricted Shares are granted for all
purposes, unless the Board otherwise specifies in its approval.

    


    The Board
may, in its sole discretion, provide in the written agreement that the
forfeiture period with respect to the Restricted Shares may lapse upon a
Participant’s death or disability or upon a Change in Control or Potential
Change of Control (both defined in Section 11, below) of the Company.  Any
Restricted Shares issued under the Plan, so long as subject to forfeiture (a)
shall not be sold, transferred, assigned, pledged, hypothecated, anticipated,
alienated, encumbered or charged, whether voluntarily, involuntarily or by
operation of law (collectively, “Transferred”) and (b) shall be forfeited to the
Company in the event a Participant to whom such Restricted Shares are awarded
voluntarily ceases to be a director during the period of time, if any, specified
by the Board.  Restricted Shares awarded under the Plan will be issued in
the name of the Participant to whom awarded and held by the Company (or the
Company’s agent) during such period of time that the Restricted Shares are
subject to forfeiture.  At the time the award is made the Participant may
be asked to execute one or more blank stock powers and deliver the same to the
Company so that any shares which are forfeited may be cancelled.

    


    6. 
         Termination of Status as an
Eligible Director.

    


    If a
Participant’s status as an Eligible Director terminates for any reason
(including death, disability (as defined by the Board from time to time, in its
sole discretion), resignation, refusal to stand for reelection or failure to be
elected) then unless otherwise determined by the Board, to the extent any grant
of Restricted Shares held by such Participant is not vested (i.e., no longer
subject to forfeiture) as of the date of such termination, such Restricted
Shares shall automatically be forfeited on such date.

    


    7. 
         Withholding
Tax.

    


    The
Company, at its option, shall have the right to require the Participant to pay
the Company the amount of any taxes which the Company is required to withhold
with respect to such Restricted Shares or, in lieu of such payment, to retain or
sell without notice a number of such Restricted Shares sufficient to cover the
amount required to be so withheld.  The Company, at its option, shall have
the right to deduct from all dividends paid with respect to Restricted Shares
the amount of any taxes which the Company is required to withhold with respect
to such dividend payments.  The obligations of the Company under the Plan
shall be conditional on such payment or other arrangements acceptable to the
Company.

    


    8. 
         Securities Law
Restrictions.

    


    No right
under the Plan shall be exercisable and no Restricted Shares shall be delivered
under the Plan except in compliance with all applicable federal and state
securities laws and regulations.  The Company shall not be required to
deliver any Restricted Shares or other securities under the Plan prior to such
registration or other qualification of such shares under any state or federal
law, rule, or regulation as the Board shall determine to be necessary or
advisable, in its sole discretion.

    


    Unless
such shares have been registered under the Securities Act of 1933, as amended
(the “1933 Act”), the Restricted Shares Grant Agreement evidencing the award of
Restricted Shares shall contain a representation in form approved by the Board
that such Restricted Shares are not being acquired with a view to resale or
distribution and will not be sold or otherwise transferred by the Participant,
except in compliance with the 1933 Act and the rules and regulations thereunder
and any applicable state securities laws.  The Board may impose such other
restrictions on the Restricted Shares as it may deem advisable.  Share
certificates issued in connection with awards of Restricted Shares under the
Plan shall bear such legends and statements as the Board shall deem advisable to
assure compliance with federal and state securities laws and regulations and any
other restriction imposed by the Board on such awards.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    9. 
         Term of
Plan.

     

    This Plan
shall continue until terminated by the Board.  The Board shall have the
unrestricted right to amend, modify, suspend or terminate the Plan at any time;
provided, however, the Board may not modify the terms of any outstanding awards
evidenced by executed Restricted Shares Grant Agreements.

     

    10. 
       Shareholders
Rights.

     

    Participants
to whom Restricted Shares have been issued under the Plan shall have the rights
of shareholders with respect to the Company’s Common Shares so long as no
forfeiture event has occurred, except that the Restricted Shares may not be
Transferred during the forfeiture period.

     

    11. 
       Change in
Control.

    


    (a)          Accelerated
Vesting.

    


    Notwithstanding any provision of this
Plan or any Restricted Shares Grant Agreement to the contrary, if a Change in
Control or a Potential Change in Control (each as defined below) occurs, then
all Restricted Shares theretofore granted and not fully vested shall thereupon
become vested (i.e., shall no longer be subject to forfeiture)

    


    (b)          Definition of Change in
Control.

    


    For purposes of the Plan, a “Change in
Control” means the happening of any of the following:

    


    (i)           When
any “person,” as defined in Section 3(a)(9) of the Securities Exchange Act of
1934, as amended (the “1934 Act”), and as used in Sections 13(d) and 14(d)
thereof, including a “group” as defined in Section 13(d) of the 1934 Act, but
excluding the Company, any subsidiary of the Company, any employee benefit plan
sponsored or maintained by the Company or any subsidiary of the Company
(including any trustee of such plan acting as trustee), any person who is a
shareholder of the Company on the effective date of this Plan (an “Existing
Shareholder”), and any affiliate of an Existing Shareholder directly or
indirectly becomes the “beneficial owner” (as defined in Rule 13d-3 under the
1934 Act) of securities of the Company representing 50% or more of the combined
voting power of the Company’s then outstanding securities;

    


    (ii)           When,
during any period of 24 consecutive months during the existence of the Plan, the
individuals who, at the beginning of such period, constitute the Board (the
“Incumbent Directors”) cease for any reason other than death or disability to
constitute at least a majority of the Board; provided, however, that a director
who was not a director at the beginning of such 24-month period shall be deemed
to have satisfied such 24-month requirement (and be an Incumbent Director) if
such director was elected by, or on the recommendation of or with the approval
of, at least two-thirds of the directors who then qualified as Incumbent
Directors, either actually (because they were directors at the beginning of such
24-month period) or by prior operation of this Section 11(b)(ii);
or


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (iii)           The
occurrence of a transaction not recommended by the Board requiring shareholder
approval for the acquisition of the Company by an entity other than the Company
or a subsidiary of the Company through purchase of assets, by merger, or
otherwise.

    


    Provided,
however, further that a change in control shall not be deemed to be a Change in
Control for purposes of this Plan if the Board had approved such change prior to
either (A) the commencement of any of the events described in Section 11(b)(i),
(ii), (iii), or Section 11(c)(i) of this Plan, or (B) the commencement by any
person other than the Company of a tender offer for Company Common
Shares.

    


    (c)          Definition of Potential
Change in Control.

    


    For purposes of the Plan, a “Potential
Change in Control” means the happening of any one of the following:

    


    (i)           The
approval by the shareholders of the Company of an agreement by the Company, the
consummation of which would result in a Change in Control of the Company as
defined in Section 11(b), above; or

    


    (ii)           The
acquisition of beneficial ownership of the Company, directly or indirectly, by
any entity, person, or group (other than the Company, a subsidiary of the
Company, any Company employee benefit plan (including any trustee of such plan
acting as such trustee), an Existing Shareholder, or an affiliate of an Existing
Shareholder) representing 5% or more of the combined voting power of the
Company’s outstanding securities and the adoption by the Board of a resolution
to the effect that a Potential Change in Control of the Company has occurred for
purposes of the Plan.

    


    12. 
       Acceleration of
Rights.

    


    The Board
shall have the authority, in its discretion, to accelerate the time of vesting
of Restricted Shares whenever it may determine that such action is appropriate
by reason of changes in applicable tax or other laws or other changes in
circumstances occurring after the award of the Restricted Shares.

    


    13. 
       Interpretation, Amendment or
Termination of Plan.

    


    The
interpretation by the Board of any provision of the Plan or of any terms
contained in any Restricted Shares Grant Agreement executed in connection with a
grant of Restricted Shares under the Plan shall be final and conclusive upon all
Participants under the Plan.  The Board, without further action on the part
of the shareholders of the Company, may from time to time alter, amend, or
suspend the Plan or may at any time terminate the Plan; provided that no such
action shall adversely affect any Participant’s rights with respect to an
outstanding issuance of Restricted Shares then held by such Participant without
such Participant’s consent.  No member of the Board will incur any
liability for any action taken or admitted, or any determination made, in good
faith in connection with the Plan.

    


    14. 
       Government
Regulations.

    


    Notwithstanding
any provision of the Plan or any Restricted Shares Grant Agreement executed
pursuant to the Plan, the Company’s obligations under the Plan and such
agreement shall be subject to all applicable laws, rules, and regulations and to
such approvals as may be required by any governmental or regulatory agencies,
including without limitation any stock exchange on which the Company’s Common
Shares may then be listed.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    15. 
       Governing
Law.

    


    The Plan
shall be construed and governed by the laws of the State of Ohio.

    


    16. 
       Effective
Date.

    


    The Plan,
as amended (changing the number of Common Shares that may be issued under the
Plan in Section 4 from 300,000 to 500,000) shall become effective on the day it
is approved by the Company’s shareholders.

    


    17. 
       Severability
Clause.

    


    In case
any one or more of the provisions of this Plan shall be held invalid, illegal,
or unenforceable in any respect, the validity, legality, and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby,
and the invalid, illegal, or unenforceable provision shall be deemed null and
void; however, to the extent permissible by law, any provision which could be
deemed null and void shall first be construed, interpreted, or revised
retroactively to permit this Plan to be construed so as to foster the intent of
this Plan.  This Plan and all transactions pursuant to this Plan are
intended to comply in all respects with applicable laws and
regulations.