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                                                             Exhibit (3)(10)(ii)



                                  ECHLIN INC.



                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



                         AS AMENDED AND RESTATED AS OF
                                OCTOBER 25, 1996
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               Echlin Inc. Supplemental Executive Retirement Plan
               --------------------------------------------------

                               ARTICLE I - Purpose

1.1      There is hereby established the Echlin Inc. Supplemental Executive
         Retirement Plan to provide unfunded retirement benefits, to a selected
         group of management and highly compensated employees of the Company
         whose benefits from the Pension Plan are limited by various limitations
         imposed by the Code and applicable regulations.

                            ARTICLE II - Definitions

         Unless the context otherwise indicates, all terms used herein (other
         than the Plan) shall have the same meaning as set forth in Article I of
         the Pension Plan.

2.1      Applicable Interest Rate shall mean for any month of reference, an
         annual interest rate determined from the average of the yields on 10
         year U.S. Treasury notes during such month, adjusted for constant
         maturity, and as reported by the Federal Reserve Board in the Wall
         Street Journal.

2.2      Board of Directors - shall mean the Board of Directors of the Company.

2.3      Company - shall mean Echlin Inc.

2.4      Effective Date - shall mean September 1, 1996 for this amended and
         restated Plan.

2.5      Member - shall mean any active executive employee of the Company on the
         Effective Date who was a Member of the Plan prior to the Effective Date
         and any active executive employee of the Company who works an Hour of
         Service on or after the Effective Date and whose benefit from the
         Pension Plan is limited by any of the requirements of the Sections
         401(a)(17) or 415 of the Code included in the Pension Plan for purposes
         of complying with the applicable requirements of the Code.

2.6      Pension Plan - shall mean the Pension Plan for Echlin Inc. Employees as
         now in effect or hereafter amended.

2.7      Qualified Spouse - shall mean the legal spouse of a Member, who has
         been married to the Member for at least a one year period ending on the
         Member's date of death or Termination, if later.

2.8      SERP Earnings - shall have the meaning of Earnings as defined in the
         Pension Plan but shall also include any amounts of base salary or
         annual bonus deferred by the employee under the Echlin Inc. Unfunded
         Non-qualified 


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         Deferred Compensation Plan or any similar plan established by the
         Company.

2.9      Termination - shall mean the later of the date the employment
         relationship of the Member with the Company is terminated or the date
         the Member stops earning additional Credited Service under the Pension
         Plan.

2.10     Trust - shall mean the trust fund established pursuant to the Plan.

2.11     Trustee - shall mean the trustee named in the agreement establishing
         the Trust and such successor and/or additional trustees as may be
         named pursuant to the terms of the agreement establishing the Trust.

                             ARTICLE III - Benefits

3.1      Plan Benefit - The Plan Benefit shall be an amount equal to the excess
         ------------
         of (a) over (b) where both (a) and (b) are determined as monthly
         amounts payable at the later of the Member's Normal Retirement Date,
         Termination or death prior to Termination as a life annuity and where

         (a)     is equal to the monthly benefit a Member would have received
                 from the Pension Plan if (1) the limitations imposed by
                 Sections 401(a)(17) or 415 or both of the Code and regulations
                 thereunder had not been included therein and (2) in
                 calculating a Member's benefit under the Pension Plan, SERP
                 Earnings are used instead of Earnings; and

         (b)     is equal to the monthly amount of the Member's Pension Plan
                 benefit.

         Benefit payments shall commence on the first day of the month following
         the date of a Member's Termination, and, if the benefit commencement
         date precedes the Member's Normal Retirement Date, the Plan Benefit
         shall be adjusted for early commencement as follows: (i) for each of
         the first 120 months by which such payment commencement date precedes
         such Member's Normal Retirement Date, by 1/2 of 1% for each month by
         which the commencement date precedes such Member's Normal Retirement
         Date; and (ii) for each month in excess of 120 by which such payment
         commencement date precedes the Member's Normal Retirement Date an
         additional amount that is the "Actuarial Equivalent" of the amount
         payable after the adjustment of (i) above. For this purpose "Actuarial
         Equivalent" shall mean an equivalent benefit using accepted actuarial
         principles and using the 1983 GAM Mortality Tables and the Applicable
         Interest Rate determined using the second month preceding the date of a
         Member's Termination.

3.2      Method of Payment - Commencing on the first day of the month following
         -----------------
         the date of a Member's Termination, the Member's 


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         Plan Benefit shall be paid to the Member or her or his Surviving Spouse
         or beneficiary in the event of such Member's death prior to such
         payment, for twelve (12) months on the first day of each month. On the
         first day of the month following twelve months after the Member's
         Termination, a final single sum payment shall be paid to the Member or
         Surviving Spouse or beneficiary in the event of the death of the Member
         prior to such payment. Such single sum payment shall be present value
         of the Plan Benefit assuming the Plan Benefit is paid to the Member as
         a single life annuity which commences on the date of the single sum
         payment. The value of the single life annuity shall be calculated using
         the 1983 GAM Mortality Table and the Applicable Interest Rate during
         the 11th month after such Member's Termination.
 
3.3      Vesting - A Member shall be vested in his Plan Benefit as the date on
         -------
         which he becomes vested under the Pension Plan. In the event of a
         Member's Termination prior to his being vested, all benefits under this
         Plan shall be forfeited; provided that, in the event of his rehire and
         subsequently becoming vested, his Plan Benefits shall be reinstated.

3.4      Death Benefits - In the event of the death of a Member after
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         Termination and prior to payment of such Member's full benefit in
         accordance with the provisions of Section 3.2, such unpaid amount shall
         be paid to the Member's beneficiary designated in a form provided by,
         and filed with, the Board of Directors or its designate. If no such
         form has been filed, such unpaid benefits shall be paid to the Member's
         Qualified Spouse and if there is no such Qualified Spouse, to the legal
         representative of the Member's estate.

         In the event of the death of a Member prior to Termination who is
         survived by a Qualified Spouse, such Qualified Spouse shall be entitled
         to 50% of the Member's accrued Plan Benefit Payable according to
         section 3.2.

         Except as provided in this Section 3.4, no benefits shall be payable
         under this Plan as a result of a Member's death.

                         ARTICLE IV - Change In Control

4.1      If there is an event which constitutes a Change In Control (as
         hereinafter defined) of Echlin Inc., and the Board of Directors
         declares, in its sole discretion, that such event qualifies or will
         qualify as a Change In Control under this Plan, and a Member's
         employment is terminated without cause or the Member voluntarily
         terminates employment for "good reason" (as hereinafter defined) within
         two (2) years after the Change In Control has occurred, the Member
         shall be deemed to have 'Terminated Employment Upon Change In Control'.
         The Company agrees that it will pay to a Member who is deemed to have
         "Terminated Employment Upon Change In

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         Control", whether or not vested immediately prior to having "Terminated
         Employment Upon Change In Control", his or her Plan Benefit according
         to the provisions of Section 3.2 hereof.

         Also, if there is an event which constitutes a Change In Control (as
         hereinafter defined) of Echlin Inc., and the Board of Directors
         declares, in its sole discretion, that such event qualifies or will
         qualify as a Change In Control under this Plan, the Company will
         contribute to the Trust, as soon as practical after the determination
         by the Board of Directors that a Change In Control has occurred, an
         amount determined by the Plan's actuary which together with the
         existing assets of the Trust is sufficient to insure that all vested
         Plan Benefits for all Members as of the date the Board of Directors
         determined a Change In Control has occurred can be paid from the Trust.

         An event constituting a "Change In Control" shall occur when (and only
         when) Echlin Inc. obtains actual knowledge that: (a) any person within
         the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act
         of 1934 (the '1934 Act'), other than Echlin Inc. or any of its
         subsidiaries, has become the beneficial owner, within the meaning of
         Rule 13d-3 under the 1934 Act, of thirty percent (30%) or more of the
         combined voting power of Echlin Inc.'s then outstanding voting
         securities; or (b) the expiration of a tender offer or exchange offer,
         other than an offer by Echlin Inc., to which twenty percent (20%) or
         more of the combined voting power of Echlin Inc.'s then outstanding
         shares of common stock have been purchased; or (c) the stockholders of
         Echlin Inc. have approved an agreement to merger or consolidate with or
         into another corporation and Echlin Inc. is not the surviving
         corporation or an agreement to sell or otherwise dispose of all or
         substantially all of Echlin Inc.'s assets (including a plan of
         liquidation); or (d) during any period of two consecutive years,
         individuals who at the beginning of such period constitute the Board of
         Directors of Echlin Inc. would cease for any reason to constitute at
         least a majority thereof, unless the election or the nomination for the
         election by Echlin Inc.'s stockholders of each new director was
         approved by a vote of at least two-thirds (2/3) of the directors then
         still in office who were directors at the beginning of the period.

         For purposes of this Plan, the termination of a Member shall be
         considered to be for cause, whether it occurred by resignation or
         discharge, if the reason for the termination of employment was the
         Member's proven in a court of law or admitted embezzlement, dishonesty,
         fraud, conviction on a felonious or other charge involving moral
         turpitude, all in connection with the Company's affairs. The Board of
         Directors shall make the determination as to whether the termination is
         for cause and such determination shall be binding, final and conclusive
         on all concerned. For 

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         purposes of this Plan, a Member's voluntary termination shall be
         considered to be for "good reason" if (a) without the express written
         consent of the employee, he is assigned any duties substantially
         inconsistent with his positions, duties, responsibilities and status
         with an employer as in effect before the Change In Control, or his
         reporting responsibilities, titles or offices as in effect immediately
         prior to the Change In Control are substantially changed or he is
         removed from or not re-elected to any of such positions, except as any
         such change resulting from his termination of employment for cause, or
         of his total and permanent disability or death (for example, without
         limiting the generality of the foregoing, should the Chairman of the
         Board and Chief Executive Officer not be named as the Chairman and
         Chief Executive Officer of the surviving parent corporate entity upon a
         qualifying Change In Control, then such Member would have Good Reason
         to terminate his or her employment), (b) the compensation or benefit
         entitlement of the employee as in effect immediately prior to the
         Change In Control is substantially reduced; or (c) the employer
         requires the employee without his agreement to be based anywhere other
         than the employer's location where the employee is principally employed
         or another location that is more than fifty (50) miles from the
         location where he is principally employed immediately prior to the
         Change In Control, except for required travel on the employer's
         business to an extent substantially consistent with his business travel
         obligations in effect immediately prior to the Change In Control.

                       ARTICLE V - Trust and Plan Funding

5.1      The Company will establish a Trust with the Trustee, pursuant to such
         terms and conditions as are set forth in the Trust agreement to be
         entered into between the Company and the Trustee. The Trust is intended
         to be treated as a "grantor" trust under the Code, and the
         establishment of the Trust is not intended to cause a Member to realize
         income on amounts contributed thereto, and the Trust shall be so
         interpreted.

5.2      At the discretion of the Company, Plan Benefits that become payable to
         any Member's beneficiary or Qualified Spouse shall first be paid from
         the Trust, then to the extent Plan Benefits for any Member are not paid
         from the Trust, Plan Benefits shall be paid out of the general assets
         of the Company.

                 ARTICLE VI - Forfeiture of Benefit Entitlement

6.1      Notwithstanding any other provision of this Plan, in the event a
         Member's termination is due to his confession to or conviction of theft
         or embezzlement from; or any misdemeanor (except a traffic offense) or
         felony against the Company; or to dishonesty in connection with matters
         as determined to 

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         exist by the Company; or except as authorized by the Company, or as may
         be required by applicable law or a duly constituted administrative
         agency, such Member directly or indirectly during his service with the
         Company, or thereafter uses or permits the use of any trade secrets,
         customers lists, or other information of, or relating to, the Company,
         or divulges such trade secrets, customers lists and other information
         to any person, firm or corporation, then any benefit entitlement
         otherwise provided under this Plan to such Member shall be terminated
         and void.

                           ARTICLE VII - Miscellaneous

7.1      Nothing contained herein shall confer any right on any Member to be
         continued in the employ of the Company or any other company or shall
         affect the right of the Member to participate in and receive benefits
         under and in accordance with any pension, profit sharing, incentive
         compensation or other benefit plan or program of the Company.

7.2      This Plan shall continue in force with respect to the Member until the
         termination of the right of such Member or his beneficiary to receive
         benefits under this Plan and shall be binding upon any successor to
         substantially all the assets of the Company. The Board of Directors
         shall, however, have the right, at any time to modify, amend or
         terminate the Plan in whole or in part provided no such amendment shall
         deprive a Member of any vested Plan Benefit accrued hereunder prior to
         the date of the amendment.

         Notwithstanding the above, the Board may at any time amend this Plan
         retroactively or otherwise if and to the extent that such action is
         deemed necessary in light of government regulations or other legal
         requirements or to ensure that the Plan continues to be characterized
         as "top-hat" plan of deferred compensation maintained for a select
         group of management or highly compensated employees as described under
         ERISA Section 201(2), 301(a)(3), and 401(a)(l).

7.3      No right or interest of the Member and beneficiary under this Plan
         shall be subject to voluntary or involuntary alienation, assignment or
         transfer of any kind.

7.4      The administration of this Plan shall be the responsibility of the
         Board of Directors or such other person or entity as the Board of
         Directors shall designate. Decisions of the Board of Directors shall be
         final and binding upon the Company which shall have adopted this Plan,
         the Member and the Member's beneficiaries.

7.5      This Plan shall be construed, regulated and administered for all
         purposes according to the laws of the State of Connecticut and the
         United States of America.

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7.6      Any provision of the Plan deemed in violation of any law or regulation
         shall be null and void and of no effect and shall not affect the
         validity of any other provision thereof.

Issued as of October 25, 1996.

                                   ECHLIN INC.

                                   /s/Milton J. Makoski
                                   --------------------
                                   Vice President - Human
                                   Resources

ATTEST:

/s/Jon P. Leckerling
--------------------
Secretary



APPROVED BY:


/s/Trevor O. Jones
------------------
Chairman, Compensation
and Management Development
Committee of the Board
of Directors


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