EXHIBIT 10.26

STANDARD MOTOR PRODUCTS, INC.
SUPPLEMENTAL COMPENSATION PLAN

PREAMBLE

This Plan is an unfunded Supplemental Compensation Plan for a select group of management or highly compensated personnel.

SECTION 1.01: "Company" means, STANDARD MOTOR PRODUCTS, INC. and it's corporate successor.

SECTION 1.02: "Board" means the Board of Directors of Company. Such terms may be used interchangeably.

SECTION 1.03: "Committee" means the Supplemental Compensation Plan Committee which will be composed of the Compensation Committee of the Board.

SECTION 1.04: "Plan" means the within STANDARD MOTOR PRODUCTS, INC SUPPLEMENTAL COMPENSATION PLAN as it may be amended from time to time.

SECTION 1.05: "Effective Date of Plan" means October 1, 2001.

SECTION 1.06: "Plan Year" shall mean each calendar year ending on December 31st.

SECTION 1.07: "Eligible Employee" means (A) employees of Company who, as of the date hereof, (i) have attained age fifty [50], (ii) have completed at least five [5] Years of Service with the Company, and (iii) whose Compensation is not less than $350,000 [hereinafter Category "A" Employees], and (B) employees of the Company who, as of the date hereof, (i) have not attained age fifty [50], (ii) have completed at least fifteen [15] Years of Service with the Company, and (iii) whose Compensation is not less than $220,000 [hereinafter Category "B" Employees].

SECTION 1.08: "Years of Service": For vesting purposes, a Participant earns a Year of Service for each Plan Year in which he or she works at least 1,000 hours for the Company.

SECTION 1.09: "Compensation" shall mean the regular compensation paid by the Company to an Employee in a Plan Year, inclusive of any bonus or other incentive compensation.

SECTION 1.10: "Participants" means those Eligible Employees designated by the Committee as being entitled to participate in the Plan, and who complete and promptly return to the Committee, an enrollment form and questionnaire, indicating their agreement to participate in the Plan.

SECTION 1.11: "Normal Retirement Date" means the date on which a Participant attains the age of sixty [60] years.

SECTION 1.12: "Supplemental Compensation Benefit" is that amount payable to a Participant in accordance with the provisions of ARTICLE II hereof.

SECTION 1.13: "Survivor's Benefit" is that amount payable to the Beneficiary of a Participant who dies prior to his or her retirement or termination of service with the Company determined in accordance with the provisions of ARTICLE III hereof.

SECTION 1.14: "Beneficiary" means the person or persons a Participant shall have designated on the appropriate form provided by the Company to receive his or her Supplemental Compensation Benefit hereunder in the event of his or her death prior to his or her retirement or termination of service with the Company. In case of a failure to designate a Beneficiary, or the death of a designated Beneficiary without a designated successor, such payments shall be made to the Participant's estate. No designation of Beneficiaries shall be valid unless in writing on the appropriate form signed by the Participant, dated, and filed with both the Committee and the Trustee. Beneficiaries may be changed without the consent of any prior Beneficiaries.

SECTION 1.15: "Trust" means the STANDARD MOTOR PRODUCTS, INC. SUPPLEMENTAL COMPENSATION PLAN TRUST created as of the Effective Date hereof.

SECTION 1.16: "Trustee" means the Trustee of the Trust as named in the agreement establishing such Trust, as may be amended from time to time.

SECTION 1.17: The terms hereof shall be read in the plural or singular, masculine or feminine, as the case may be, whenever appropriate.

ARTICLE II. SUPPLEMENTAL COMPENSATION BENEFITS

SECTION 2.01. Upon attainment of his or her Normal Retirement Date, a Participant shall be entitled to a Supplemental Compensation Benefit in an amount equal to fifty [50%] percent of the average of his or her highest Compensation earned in three [3] of the last five [5] Years of Service. Said benefit shall be payable in the form of a Single Life Annuity payable for the life of the Participant. However, a Participant may, at his or her option, elect to have said benefit paid either in the form of an Annuity for two [2] lives, or in a Single Lump Sum; such alternative benefit amounts shall be the actuarial equivalent of said Single Life Annuity, determined in either event, by application of the GATT rate applicable to qualified lump sums at the time of the termination.

                       NUMBER OF YEARS             PERCENTAGE
                       OF PLAN                     OF SUPPLEMENTAL
                       PARTICIPATION               COMPENSATION BENEFIT
                       -------------               --------------------
CATEGORY A
Participant            Less than 2 Years                   0%
                       2 Years                            25%
                       5 Years                            50%
                       6 Years                            75%
                       7 Years                           100%



                       NUMBER OF YEARS             PERCENTAGE
                       OF PLAN                     OF SUPPLEMENTAL
                       PARTICIPATION               COMPENSATION BENEFIT
CATEGORY B
Participant            Less than 4 Years                 0%
                       4 Years                          25%
                       10 to 12 Years                   50%
                       12 to 14 Years                   75%
                       14 Years                        100%

Notwithstanding the above, if a Participant voluntarily terminates his employment before his Normal Retirement Date, said Participant shall not be entitled to any Supplemental Compensation Benefit hereunder, regardless of his or her age, or length of service at the time of said termination. Furthermore, if a Participant's employment is terminated due to said Participant having become permanently disabled, he or she shall be fully vested in no less than 50% of the Supplemental Compensation Benefit payable hereunder, notwithstanding the fact that he or she may not have completed that number of years of service which would otherwise have entitled him or her to said benefit. For purposes of this Section, a Participant shall be deemed to have become permanently disabled at such time as he or she has collected long term disability benefits under the Company's Long Term Disability Policy for twelve [12] consecutive months. In the event the company does not then provide Long Term Disability benefits, whether insured or self-insured, then such determination shall be made by the Committee. That number of months during which a disabled participant is not an "active" employee, but previous to the date upon which such participant is terminated, shall be credited towards the calculation of years of plan participation.

SECTION 2.03: "Forfeiture For Cause". Notwithstanding anything contained herein to the contrary, if, in the Committee's discretion, it is determined that a Participant's employment be terminated for Cause, such Participant shall forfeit all rights to any Supplemental Compensation Benefit payable under the Plan. For purposes of the foregoing, "Cause" shall mean any one or more of the following: (a) theft or misappropriation of Company funds or assets, or intentionally damaging the Company's assets; (b) falsification of Company records; (c) conviction (including a guilty plea) of a felony or misdemeanor which creates apprehension or insecurity on the part of the Committee, other officers of the Company, customers or the public in dealing with the Participant; or (d) acting either willfully or with gross negligence in a disloyal manner or to the detriment of the Company's best interest.

SECTION 2.04: A Participant may revoke or amend the payment option of his or her Supplemental Compensation Benefit at any time up to one(1) year prior to the termination of his or her employment, the payment of which shall commence on or about the first day of the month next following thirty (30) days after his or her employment with the Company terminates, and shall be payable on or about the first day of each subsequent month, provided however, that in no event may such payments commence prior to January 1st of the year following said termination date. If a Participant who elected a survivor annuity shall die after having received any of said payments and before having received the entire benefit to which he or she is entitled, said payments shall continue to be made to his or her beneficiary.

ARTICLE III. DEATH BENEFITS

SECTION 3.01: Upon a Participant's entry into the Plan, the Company shall endeavor to acquire a policy insuring the life of said Participant during his or her term of employment by the Company. Accordingly, as a condition to participate in the Plan, each Participant shall join the Company or, at the Company's option, a Grantor Trust (created by the Company) obligated to pay the Plan's benefits, in an application to any duly licensed insurers selected by the Company for a plan of life insurance in a face amount to be determined by the Company, and shall submit to a physical examination by the carrier issuing said policy, said examination to be paid for by the Company.

SECTION 3.02: Each Participant shall be eligible to designate a beneficiary as the person entitled to receive the death benefit which shall become payable upon a Participant's death prior to his or her termination of service with the Company, which benefit shall be paid in lieu of all other benefits under the Plan.

SECTION 3.03: The death benefit payable to the beneficiary of a deceased Participant shall be determined and paid as follows:

(a) The death benefit payable to the beneficiary of an uninsurable Participant shall be equal to the greater of the amount of the Supplemental Compensation that would have been payable to said Participant had his or her employment by the Company been terminated the day prior to the date of death, or 50% of the average compensation earned by the deceased uninsured Participant in the three [3] of the last five [5] years of service, said benefit to be paid within thirty (30) days of death.

(b) The death benefit payable to the beneficiary of a Participant on whose life the Company was able to acquire a policy at standard rates, shall be in an amount equal to three[3] times the annual Compensation payable to said Participant as of the end of the year prior to his or her death. If the death benefit proceeds of any such policy acquired by the Company exceed said amount, such excess proceeds shall be paid to the Company.

(c) The death benefit payable to the beneficiary of a Participant on whose life the Company was only able to acquire a policy on a rated premium basis because of a Participant's physical condition, shall be equal to some fraction of the death benefit described in Article III, Section
3.03(b). Such amounts shall be determined by the Committee taking into account the additional cost to be incurred by the Company for such rated premium policy. A participant may choose to waive such benefit upon joining the plan, in which case the plan death benefit shall be the supplemental compensation benefit earned at the date of death.

(d) Upon the death of an insured Participant, the Company shall take such action as may be necessary to obtain payment from the insurer of the amounts payable to said Participant's beneficiary as herein provided.

SECTION 3.04: Upon receiving notification from the carrier that a Participant is approved for coverage at a rate acceptable to the Company, the Company shall take the steps necessary to place such coverage in full force and effect. Prompt notice shall be made to the Participant that said coverage has been put into force.

(a) Such policy of life insurance shall be issued to the Company and the Company will have and may exercise all ownership rights in the policy, including, without limitation, the right to designate the beneficiary, the right to borrow from the insurer for any purpose but not limited to borrowing for the purpose of paying premiums without giving notice to the Participant.
(b) The Company will not exercise any rights under any such policy which will compromise or reduce the death benefit payable to a Participant's beneficiary as herein provided.

(c) Any dividends payable under such policy will be applied as the Company shall determine.

(d) As between the Participant and the Company, the within Plan shall take precedence over any provision of any such policy (including any riders, amendments and attachments thereto) in case of a conflict between the terms of any such policy and the within Plan.

(e) Prior to the termination of a Participant's employment by the Company, the Participant and the Company shall agree to share in the payment of premiums on said policy of insurance and in the manner set forth below:

(i) The Participant's share of the annual premium shall be equal to that portion of the annual premium due on the policy that is equal to the amount of the economic benefit that would be taxable to the Participant but for the payment by the Participant of such amount based upon an amount of insurance protection equal to the Participant's death benefit set forth below

(ii) The amount of economic benefit that would be taxable to the Participant shall be computed in accordance with the insurer's current published rate per $1,000 of insurance protection for Individual 1-year term life insurance available to all standard risks as provided in Revenue Ruling 66-110, 1966-1 C.B.12.

(iii) In order to facilitate the payment of premiums on the policy, it is agreed that the Company in the first policy year, and in each year thereafter and as long as this Plan is in in effect,, shall forward the total amount of the premium then currently due and payable on the policy directly to the insurer and, immediately thereafter, it shall indicate in the appropriate Company records that the annual sum payable by the Participant as provided for above, shall be treated for all tax and bookkeeping purposes as additional compensation of the Participant.

ARTICLE IV. CLAIMS PROCEDURE

SECTION 4.01: Any insured Participant, beneficiary or other individual("Claimant") entitled to benefits hereunder or under any policy acquired in accordance with the provisions hereinabove set forth, shall file a claim with the insurer with respect to benefits under the policy. The Plan Administrator shall, upon written request of a Claimant, make available copies of any claim forms or instructions provided by the Insurer or advise the Claimant where copies of such forms or instructions may be obtained.

SECTION 4.02: The Company shall establish a uniform and non-discriminatory procedure for the evaluation of a Claimant's right to benefits hereunder. In the case of benefits which are provided under any annuity policy, the initial decision on the claims shall be made by the insurer.

SECTION 4.03: In the event there is an unresolved dispute arising out of or relating to this Plan, it shall be decided by arbitration in accordance with the commercial Rules of the American Arbitration Association, which arbitration proceeding shall be located in the City of New York. The expense of such arbitration shall be borne by the Company. Any award rendered by the arbitrators shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

ARTICLE V. FUNDING

SECTION 5.01: "Unfunded Character". Notwithstanding the fact that the Company has established a Trust for the purpose of providing the benefits payable under the Plan, such Trust, or the Company's assets, as the case may be, shall be subject to the claims of the Company's general unsecured creditors. Title to and beneficial ownership of any assets, whether cash or investments, which the Trust may hold to pay any Plan benefits, shall at all times remain in the Trustee and neither the Participants nor their designated Beneficiaries shall have any property interest whatsoever therein. Any liability of the Company to any person with respect to benefits payable under the Plan shall be based solely upon such contractual obligations, if any, as shall be created by the Plan, and shall give rise only to a claim against the general assets of the Company. No such liability shall be deemed to be secured by any pledge or any other encumbrance on any specific property of the Company. The Plan is not intended to comply with the requirements of Section 401(a) of the Internal Revenue Code of 1986, as amended, and is intended to be unfunded for tax purposes and for purposes of Title I of ERISA. The Trustee shall have no liability or obligation to pay any amount to any Participant except out of the assets held in the Trust.

ARTICLE VI. MISCELLANEOUS

SECTION 6.01: The Plan shall be binding upon and inure to the benefit of the heirs, legal representatives, successors and assigns of Company and the Participants. Notwithstanding the foregoing, inasmuch as a Participant's right to a Supplemental Compensation Benefit is deemed to be personal, a Participant may not transfer or assign any part of his or her right to said benefit; accordingly, in the event of any such attempted assignment or transfer, said Participant's right to a Supplemental Compensation Benefit hereunder shall be forfeited.

SECTION 6.02: Any payments under the Plan shall be independent of, and in addition to, those under any other plan, program or agreement which may have been adopted by Company or any other compensation payable to a Participant or a Participant's designated Beneficiary by the Company.

SECTION 6.03: The Plan, which may be amended, from time to time, in the sole discretion of Company, shall be interpreted and administered so as to be consistent with, the terms of the Trust, except, however, in the event of a conflict, the Plan provisions shall control.

SECTION 6.04: Notwithstanding anything contained herein to the contrary, Company reserves the right to terminate the Plan for any reason whatsoever, including, but not limited to, an adverse change in the Federal Income Tax laws governing the taxation of deferred compensation plans similar to the Plan, or a change in the control of Company; provided, however, that any such termination shall be prospective in effect and shall not diminish in any way the then current obligation to Participants in the Plan.

SECTION 6.05: It is intended and understood by the Company, the Trustee and the Participants, that this Plan is designed to comply with the provisions of the Internal Revenue Code and Regulations relating to Non Qualified Deferred Compensation Plans in effect at the time of its adoption and that the benefits payable to Participants shall not be deemed current compensation and shall not be included in taxable income under Federal or State law until actually distributed. If, at a later date, the laws of the United States of America or the State of New York are construed in such a way as to make such understanding and intent invalid or not in compliance with the Internal Revenue Code and Regulations thereunder, then this Plan will be given effect in such matter as will best carry out the purposes and intentions of the parties.

EXHIBIT 10.27

STANDARD MOTOR PRODUCTS CORPORATION
SEVERANCE COMPENSATION AGREEMENT

December 12, 2001

John Gethin
5217 Southern Hills
Frisco, TX 75034

Dear Mr. Gethin:

The Board of Directors (the "Board") of Standard Motor Products Corporation (the "Corporation") has authorized your participation in the arrangements set forth in this Severance Compensation Agreement (the "Agreement").

The Board recognizes that the possibility of a Change in Control of the Corporation exists, and the uncertainty and questions which it may raise among management may result in the departure or distraction of management personnel to the detriment of the Corporation and its stockholders.

The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Corporation's management, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from a possible Change in Control of the Corporation. The Board has also determined that it is in the best interests of the Corporation and its stockholders to ensure your continued availability to the Corporation in the event of a potential Change in Control of the Corporation.

In order to induce you to remain in the employ of the Corporation and in consideration of your continued service the Corporation, the Corporation agrees that you shall receive the severance benefits set forth in this Agreement in the event your employment with the Corporation is terminated subsequent to a Change in Control of the Corporation under the circumstances described below.

1. DEFINITIONS:

a. CAUSE shall mean:

(i) deliberate or intentional failure to substantially perform the material duties of your position (other than due to disability);

(ii) an intentional act of fraud, embezzlement, theft or any other material violation of law;

(iii) intentional wrongful damage to material assets of the Corporation;

(iv) intentional wrongful disclosure of material confidential information of the Corporation; or

(v) intentional breach of any material employment policy of the Corporation.

No act, or failure to act, on your part shall be deemed "intentional" if it was due primarily to an error in judgement or negligence, but shall be deemed "intentional" only if done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in, or not opposed to, the best interest of the Corporation. Failure to meet performance standards or objectives of the Corporation shall not constitute Cause for purposes hereof.

b) "CHANGE IN CONTROL OF THE CORPORATION" shall be deemed to occur if any of the following circumstances shall occur:

(i) the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Corporation to any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 ("Act")) other than the Permitted Holders;

(ii) any person or group, other than the Permitted Holders, is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Act, except that a person shall be deemed to have "beneficial ownership" of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50 percent of the total voting power of the voting stock of the Corporation, including by way of merger, consolidation or otherwise;

(iii) Larry Sills is no longer the Chairman of the Board of Directors of the Corporation or he is no longer the Chief Executive Officer of the Corporation.

For the purposes of this Section 1b, "Permitted Holders" shall mean, as of the date of determination: (A) any and all of Larry Sills, his spouse, his parents, his siblings and their spouses, and descendants of them (whether natural or adopted) (collectively, the "Sills Group"); and (B) any trust established and maintained primarily for the benefit of any member of the Sills Group and any entity controlled by any member of the Sills Group.

c. "GOOD REASON FOR RESIGNATION" shall mean, without your express written consent, any of the following:

(i) (A) a change in your status or position with the Corporation, which in your reasonable judgement does not represent a promotion from your status or position, immediately prior to a Change in Control of the Corporation; or

(B) a reduction in the level of your reporting responsibility as it existed immediately prior to a Change in Control of the Corporation; or

(C) the assignment to you of any duties or responsibilities or diminution of duties or responsibilities which in your reasonable judgment are inconsistent with your status or position with the Corporation in effect immediately prior to a Change in Control of the Corporation;

(ii) a reduction by the Corporation in the annual rate of your base salary as in effect immediately prior to the date of a Change in Control of the Corporation or as the same may be increased from time to time thereafter;

(iii) the Corporation requiring you to be based outside of a fifteen (15) mile radius from where your office is located immediately prior to a Change in Control of the Corporation except for required travel on the Corporation's business to an extent substantially consistent with your business travel obligations immediately prior to a Change in Control of the Corporation;

2. CHANGE IN CONTROL.

a. EFFECT OF A CHANGE IN CONTROL. Notwithstanding anything contained herein to the contrary, if your employment is terminated within 12 months following a Change in Control by either you with Good Reason for Resignation or by the Corporation for any reason other than Cause, then you shall receive the following benefits:

(i) SEVERANCE. The Corporation shall pay to you an amount equal to three times your Cash Compensation (which shall mean your base salary plus your bonus at par as defined in the Standard Motor Products Corporation Bonus Plan), as in effect immediately prior to such termination of employment (or the Cash Compensation in effect immediately prior to the Change in Control, if greater). Such amount shall be paid to you on a pro-rata bases, semi-monthly, for a period of two years following your termination of employment.

(ii) WELFARE PLAN COVERAGES. You shall continue to participate for a period of thirty-six (36) months in any group medical, dental or life insurance plan that you participated in prior to the date of the Change in Control, under such terms and conditions as applied to you while you were an active employee. Notwithstanding the foregoing, you may not continue to participate in such plans on a pre-tax basis.

(iii) SUPPLEMENTAL COMPENSATION PLAN. You shall receive an immediate three years additional service credit for all purposes under the Corporation's Supplement Compensation Plan.

(iv) You shall be allowed the exclusive use of your company automobile for the duration of the lease then in effect on the date of your separation. No contribution shall be required from you towards the cost of the lease. You will however be responsible for the costs of fuel, maintenance and auto liability insurance. Proof of insurance must be furnished to the company.

(v) You will receive executive outplacement, arranged by the company, at the company's cost.

(vi) Any outstanding stock options which have been issued to you, and which are not yet vested as of the date of your separation, shall have their vesting accelerated so as to vest on the date of your separation. The life of all such options shall be the lesser of their remaining life or two years.

3. MISCELLANEOUS.

a. NOTICE. For the purposes of this Agreement, notices, demands and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or by facsimile or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:

If to you:                John Gethin
                          5217 Southern Hills
                          Frisco, TX  75034

If to the Corporation:    Standard Motor Products Corporation
                          37-18 Northern Boulevard
                          Long Island City, New York  11101
                          Attn:  Mr. Sanford Kay
                          Fax:  (718) 937-8219

With a copy to:           Bud G. Holman, Esq.
                          Kelley Drye & Warren LLP
                          101 Park Avenue
                          New York, New York  10178
                          Fax:  (212) 808-7897

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

b. MODIFICATION OR WAIVER; ENTIRE AGREEMENT. No provision of this Agreement may be modified or waived exempt in a document signed by you and the Corporation. This Agreement, along with any documents incorporated herein by reference, constitute the entire agreement between the parties regarding their employment relationship. To the extend that this Agreement is in any way inconsistent with any prior or contemporaneous stock option agreements between the parties, this Agreement shall control. No agreement or representations, oral or otherwise, with respect to the subject matter hereof have been made by either party that are not set forth expressly in the Agreement.

c. GOVERNING LAW. The validity, interpretation, construction, performance, and enforcement of this Agreement shall be governed by the laws of the State of New York without reference to New York's choice of law rules. In the event of any dispute, you agree to submit to the jurisdiction of any court sitting in New York State.

d. NO MITIGATION OR OFFSET. In the event your employment with the Corporation terminates for any reason, you shall not be obligated to seek other employment following such termination and there shall be no offset of the payments or benefits set forth herein.

e. WITHHOLDING. All payments required to be made by the Corporation hereunder to you or your estate or beneficiaries shall be subject to the withholding of such amounts as the Corporation may reasonably determine it should withhold pursuant to any applicable law.

f. NO CONFLICT. You represent and warrant that you are not party to any agreement, contract, understanding, covenant, judgement or decree or under any obligation, contractual or otherwise, in any way restricting or adversely affecting your ability to act for the Corporation in all of the respects contemplated hereby.

g. ENFORCEABILITY. Each of the covenants and agreements set forth in this Agreement are separate and independent covenants, each of which has been separately bargained for and the parties hereto intend that the provisions of each such covenant shall be enforced to the fullest extend permissible. Should the whole or any part or provision of any such separate covenant be held or declared invalid, such invalidity shall not in any way affect the validity of any other such covenant or of any part or provision of the same covenant not also held or declared invalid. If any covenant shall be found to be invalid but would be valid if some part thereof were deleted or the period or area of application reduced, then such covenant shall apply with such minimum modification as may be necessary to make it valid and effective. The failure of either party at any time to require performance by the other party of any provision hereunder will in no way affect the right of that party thereafter to enforce the same, nor will it affect any other party's right to enforce the same, or to enforce any of the other provisions in this Agreement; nor will the waiver by either party of the breach of any provisions hereof be taken or held to be a waiver of any prior or subsequent breach of such provision or as a waiver of the provision itself.

h. MISCELLANEOUS. No right or interest to, or in, any payments shall be assignable by you; PROVIDED, HOWEVER, that this provision shall not preclude you from designating in writing one or more beneficiaries to receive any amount that may be payable after your death and shall not preclude the legal representative of your estate from assigning any right hereunder to the person or persons entitled thereto. If you should die while any amounts would still be payable to you hereunder, all such amounts shall be paid in accordance with the terms of this Agreement to your written designee or, if there be no such designee, to your estate. This Agreement shall be binding upon and shall inure to the benefit of, and shall be enforceable by, you, your heirs and legal representatives and the Corporation and its successors. The section headings shall not be taken into account for purposes of the construction of any provision of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date and year first above written.

STANDARD MOTOR PRODUCTS
CORPORATION

-------------------------          --------------------------
By:                                                  John Gethin

Title:

EXHIBIT 10.28

STANDARD MOTOR PRODUCTS CORPORATION
SEVERANCE COMPENSATION AGREEMENT

December 12, 2001

James Burke
7 Holly Drive
Syosset, NY 11791

Dear Mr. Burke:

The Board of Directors (the "Board") of Standard Motor Products Corporation (the "Corporation") has authorized your participation in the arrangements set forth in this Severance Compensation Agreement (the "Agreement").

The Board recognizes that the possibility of a Change in Control of the Corporation exists, and the uncertainty and questions which it may raise among management may result in the departure or distraction of management personnel to the detriment of the Corporation and its stockholders.

The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Corporation's management, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from a possible Change in Control of the Corporation. The Board has also determined that it is in the best interests of the Corporation and its stockholders to ensure your continued availability to the Corporation in the event of a potential Change in Control of the Corporation.

In order to induce you to remain in the employ of the Corporation and in consideration of your continued service the Corporation, the Corporation agrees that you shall receive the severance benefits set forth in this Agreement in the event your employment with the Corporation is terminated subsequent to a Change in Control of the Corporation under the circumstances described below.

1. DEFINITIONS:

a. CAUSE shall mean:

(i) deliberate or intentional failure to substantially perform the material duties of your position (other than due to disability);

(ii) an intentional act of fraud, embezzlement, theft or any other material violation of law;

(iii) intentional wrongful damage to material assets of the Corporation;

(iv) intentional wrongful disclosure of material confidential information of the Corporation; or

(v) intentional breach of any material employment policy of the Corporation.

No act, or failure to act, on your part shall be deemed "intentional" if it was due primarily to an error in judgement or negligence, but shall be deemed "intentional" only if done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in, or not opposed to, the best interest of the Corporation. Failure to meet performance standards or objectives of the Corporation shall not constitute Cause for purposes hereof.

b) "CHANGE IN CONTROL OF THE CORPORATION" shall be deemed to occur if any of the following circumstances shall occur:

(i) the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Corporation to any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 ("Act")) other than the Permitted Holders;

(ii) any person or group, other than the Permitted Holders, is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Act, except that a person shall be deemed to have "beneficial ownership" of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50 percent of the total voting power of the voting stock of the Corporation, including by way of merger, consolidation or otherwise;

(iii) Larry Sills is no longer the Chairman of the Board of Directors of the Corporation or he is no longer the Chief Executive Officer of the Corporation.

For the purposes of this Section 1b, "Permitted Holders" shall mean, as of the date of determination: (A) any and all of Larry Sills, his spouse, his parents, his siblings and their spouses, and descendants of them (whether natural or adopted) (collectively, the "Sills Group"); and (B) any trust established and maintained primarily for the benefit of any member of the Sills Group and any entity controlled by any member of the Sills Group.

c. "GOOD REASON FOR RESIGNATION" shall mean, without your express written consent, any of the following:

(i) (A) a change in your status or position with the Corporation, which in your reasonable judgement does not represent a promotion from your status or position, immediately prior to a Change in Control of the Corporation; or

(B) a reduction in the level of your reporting responsibility as it existed immediately prior to a Change in Control of the Corporation; or

(C) the assignment to you of any duties or responsibilities or diminution of duties or responsibilities which in your reasonable judgment are inconsistent with your status or position with the Corporation in effect immediately prior to a Change in Control of the Corporation;

(ii) a reduction by the Corporation in the annual rate of your base salary as in effect immediately prior to the date of a Change in Control of the Corporation or as the same may be increased from time to time thereafter;

(iii) the Corporation requiring you to be based outside of a fifteen (15) mile radius from where your office is located immediately prior to a Change in Control of the Corporation except for required travel on the Corporation's business to an extent substantially consistent with your business travel obligations immediately prior to a Change in Control of the Corporation;

2. CHANGE IN CONTROL.

a. EFFECT OF A CHANGE IN CONTROL. Notwithstanding anything contained herein to the contrary, if your employment is terminated within 12 months following a Change in Control by either you with Good Reason for Resignation or by the Corporation for any reason other than Cause, then you shall receive the following benefits:

(i) SEVERANCE. The Corporation shall pay to you an amount equal to three times your Cash Compensation (which shall mean your base salary plus your bonus at par as defined in the Standard Motor Products Corporation Bonus Plan), as in effect immediately prior to such termination of employment (or the Cash Compensation in effect immediately prior to the Change in Control, if greater). Such amount shall be paid to you on a pro-rata bases, semi-monthly, for a period of two years following your termination of employment.

(ii) WELFARE PLAN COVERAGES. You shall continue to participate for a period of thirty-six (36) months in any group medical, dental or life insurance plan that you participated in prior to the date of the Change in Control, under such terms and conditions as applied to you while you were an active employee. Notwithstanding the foregoing, you may not continue to participate in such plans on a pre-tax basis.

(iii) SUPPLEMENTAL COMPENSATION PLAN AND ALL OTHER WELFARE PLANS. You shall receive an immediate three years additional service credit for all purposes under the Corporation's Supplement Compensation Plan and under any other Corporate Welfare Plans as well.

(iv) You shall be allowed the exclusive use of your company automobile for the duration of the lease then in effect on the date of your separation. No contribution shall be required from you towards the cost of the lease. You will however be responsible for the costs of fuel, maintenance and auto liability insurance. Proof of insurance must be furnished to the company.

(v) You will receive executive outplacement, arranged by the company, at the company's cost.

(vi) Any outstanding stock options which have been issued to you, and which are not yet vested as of the date of your separation, shall have their vesting accelerated so as to vest on the date of your separation. The life of all such options shall be the lesser of their remaining life or two years.

3. MISCELLANEOUS.

a. NOTICE. For the purposes of this Agreement, notices, demands and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or by facsimile or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:

If to you:                James Burke
                          7 Holly Drive
                          Syosset, NY  11791

If to the Corporation:    Standard Motor Products Corporation
                          37-18 Northern Boulevard
                          Long Island City, New York  11101
                          Attn:  Mr. Sanford Kay
                          Fax:  (718) 937-8219

With a copy to:           Bud G. Holman, Esq.
                          Kelley Drye & Warren LLP
                          101 Park Avenue
                          New York, New York  10178
                          Fax:  (212) 808-7897

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

b. MODIFICATION OR WAIVER; ENTIRE AGREEMENT. No provision of this Agreement may be modified or waived except in a document signed by you and the Corporation. If any change in the U.S. Tax laws renders any part of this agreement invalid, the parties shall agree on such modifications as are necessary to conform this Agreement to the requirements of the new law. This Agreement, along with any documents incorporated herein by reference, constitute the entire agreement between the parties regarding their employment relationship. To the extend that this Agreement is in any way inconsistent with any prior or contemporaneous stock option agreements between the parties, this Agreement shall control. No agreement or representations, oral or otherwise, with respect to the subject matter hereof have been made by either party that are not set forth expressly in the Agreement.

c. GOVERNING LAW. The validity, interpretation, construction, performance, and enforcement of this Agreement shall be governed by the laws of the State of New York without reference to New York's choice of law rules. In the event of any dispute, you agree to submit to binding arbitration under the auspices of the American Arbitration Association at the Company's expense.

d. NO MITIGATION OR OFFSET. In the event your employment with the Corporation terminates for any reason, you shall not be obligated to seek other employment following such termination and there shall be no offset of the payments or benefits set forth herein.

e. WITHHOLDING. All payments required to be made by the Corporation hereunder to you or your estate or beneficiaries shall be subject to the withholding of such amounts as the Corporation may reasonably determine it should withhold pursuant to any applicable law.

f. NO CONFLICT. You represent and warrant that you are not party to any agreement, contract, understanding, covenant, judgement or decree or under any obligation, contractual or otherwise, in any way restricting or adversely affecting your ability to act for the Corporation in all of the respects contemplated hereby.

g. ENFORCEABILITY. Each of the covenants and agreements set forth in this Agreement are separate and independent covenants, each of which has been separately bargained for and the parties hereto intend that the provisions of each such covenant shall be enforced to the fullest extend permissible. Should the whole or any part or provision of any such separate covenant be held or declared invalid, such invalidity shall not in any way affect the validity of any other such covenant or of any part or provision of the same covenant not also held or declared invalid. If any covenant shall be found to be invalid but would be valid if some part thereof were deleted or the period or area of application reduced, then such covenant shall apply with such minimum modification as may be necessary to make it valid and effective. The failure of either party at any time to require performance by the other party of any provision hereunder will in no way affect the right of that party thereafter to enforce the same, nor will it affect any other party's right to enforce the same, or to enforce any of the other provisions in this Agreement; nor will the waiver by either party of the breach of any provisions hereof be taken or held to be a waiver of any prior or subsequent breach of such provision or as a waiver of the provision itself.

h. MISCELLANEOUS. No right or interest to, or in, any payments shall be assignable by you; PROVIDED, HOWEVER, that this provision shall not preclude you from designating in writing one or more beneficiaries to receive any amount that may be payable after your death and shall not preclude the legal representative of your estate from assigning any right hereunder to the person or persons entitled thereto. If you should die while any amounts would still be payable to you hereunder, all such amounts shall be paid in accordance with the terms of this Agreement to your written designee or, if there be no such designee, to your estate. This Agreement shall be binding upon and shall inure to the benefit of, and shall be enforceable by, you, your heirs and legal representatives and the Corporation and its successors. The section headings shall not be taken into account for purposes of the construction of any provision of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date and year first above written.

STANDARD MOTOR PRODUCTS
CORPORATION

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By:                                      James Burke

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