Exhibit
10.32

    


    The
amended and restated change in control agreement presented below was executed
between Stoneridge, Inc. and the following executives:  John C. Corey,
George E. Strickler, Mark J. Tervalon, Thomas A. Beaver, Michael D. Sloan and
Vincent F. Suttmeier.

    


    STONERIDGE,
INC.

    AMENDED
AND RESTATED CHANGE IN CONTROL AGREEMENT

    


    THIS AMENDMENT TO THE AMENDED AND
RESTATED CHANGE IN CONTROL AGREEMENT, dated August 2, 2007, (the “Agreement”) is
by and between Stoneridge, Inc. an Ohio corporation (“Employer”) and
__________________ (“Executive”) and is made this 31st day of
December 2008.

     

    WHEREAS, Employer and Executive have
agreed that the terms of the Agreement require change to comply with recent
guidance from the Internal Revenue Service with respect to certain provisions of
the Internal Revenue Code of 1986, as amended (the “Code”);

     

    NOW, THEREFORE, in consideration of
Executive continuing with Employer and of the mutual promises herein contained,
Executive and Employer, intending to be legally bound, hereby agree as
follows:

     

    
      	
               
      

            	
              3.

            	
              Section
      1, Paragraph 5 is deleted in its entirety and a new Section 1, Paragraph 5
      shall be added and provide as
follows:

            


    

     

    “5.           
‘Executive’s Annual Bonus’ means the greater of Executive’s average annual bonus
over the last three completed fiscal years or the last five completed fiscal
years.  If Executive has not been employed by Employer for three
completed fiscal years, Executive’s Annual Bonus means the average annual bonus
awarded to Executive for the completed fiscal years during his employment, or if
Executive has not been employed for a complete fiscal year, Executive’s Annual
Bonus means an amount equal to the incentive compensation Executive would have
been entitled to in the year the Triggering Event occurred calculated based upon
the personal and Employer targets or performance goals that were achieved as of
the date of the Triggering Event.”

     

    
      	
               
      

            	
              2.

            	
              Section
      1, Paragraph 7 is deleted in its entirety and a new Section 1, Paragraph 7
      shall be added and provide as
follows:

            


    

     

    
      “7.           ‘Executive
Pro Rata Annual Bonus’  means an amount equal to the pro rata amount
of incentive compensation Executive would have been entitled to at the time of a
Triggering Event calculated based upon the personal and Employer targets or
performance

    

     

    The Agreement remains otherwise without
change.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      
        
          	
                  STONERIDGE,
      INC.

                	 
      	 
      
	 
      	 
      	 
      
	
                  By

                	
                    

                	 
      	
                   

                
	 
      	
                  John
      Corey

                	 
      	
                  Executive