STANDARD MOTOR PRODUCTS INC (Form: 10-K, Received: 03/09/2011 12:23:42)

EMPLOYEE STOCK

OWNERSHIP PLAN AND TRUST OF

STANDARD MOTOR PRODUCTS, INC.

Amended and Restated

Effective January 1, 2011

WHEREAS, the Standard Motor Products, Inc. (the “Company”) has established and maintained the Employee Stock Ownership Plan and Trust of Standard Motor Products, Inc. (the “Plan”); and

WHEREAS, the Company intends that the Plan meet the requirements of an employee stock ownership plan under Section 4975 of the Internal Revenue Code of 1986, as amended (“Code”) for its eligible employees; and

WHEREAS, Section 14.1 of the Plan permits the Employer to amend the Plan; and

WHEREAS, the Plan was most recently amended and restated effective January 1, 1997; and

WHEREAS, the Employer wishes to amend and restate the Plan, effective January 1, 2011, to comply with the requirements of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), the Pension Protection Act of 2006, the Worker, Retiree, and Employer Recovery Act of 2008, the Heroes Earnings Assistance and Relief Tax Act of 2008 (“HEART Act”), and other changes in the rules and regulations governing the Plan.

NOW, THEREFORE, the Plan is hereby amended and restated effective January 1, 2011 except where otherwise specifically stated in the document.

TABLE OF CONTENTS

		Page

ARTICLE ONE	DEFINITIONS	1

ARTICLE TWO	PURPOSE	12

ARTICLE THREE	PARTICIPANTS	13

ARTICLE FOUR	COMPANY CONTRIBUTIONS	14

ARTICLE FIVE	EMPLOYEE CONTRIBUTIONS	16

ARTICLE SIX	ALLOCATION OF CONTRIBUTIONS AND FORFEITURES	17

ARTICLE SEVEN	TERMINATION OF EMPLOYMENT	27

ARTICLE EIGHT	MANNER OF PAYMENT	31

ARTICLE NINE	ADMINISTRATION	44

ARTICLE TEN	CLAIM PROCEDURES	48

ARTICLE ELEVEN	TRUSTEES’ POWERS AND DUTIES	50

ARTICLE TWELVE	TOP HEAVY RULES	59

ARTICLE THIRTEEN	MISCELLANEOUS	68

ARTICLE FOURTEEN	AMENDMENT AND TERMINATION	70

ARTICLE FIFTEEN	REPURCHASE OF COMPANY SECURITIES	72

APPENDIX I	SPECIAL PROVISIONS APPLICABLE TO EMPLOYEES OF THE GUARANTEED PARTS/SORENSEN DIVISION OF WICKES MANUFACTURING COMPANY

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ARTICLE ONE

Definitions

For purposes of this Plan, the following words and phrases shall have the meanings indicated, unless a different meaning is plainly required by the context:

1.1 “Account” means the separate account which the Trustees shall maintain for a Participant under the Plan pursuant to Section 6.1 of the Plan.

1.2 “Accounting Date” means the last day of the Plan Year or such other interim valuation date as may be set by the Trustees.

1.3 “Beneficiary” means a person designated by a Participant, or otherwise, who is or may become entitled to a benefit under the Plan.

1.4 “Break in Service” means an eligibility or vesting computation period, as the case may be, during which a Participant has not completed more than 500 Hours of Service. Solely for purposes of determining whether the Employee incurs a Break in Service under any provision of this Plan, the Trustees shall credit Hours of Service during an Employee’ s unpaid absence period due to maternity or paternity leave. The Trustees shall consider an Employee on maternity or paternity leave if the Employee’s absence is due to the Employee’s pregnancy, the birth of the Employee’s child, the place with the Employee of an adopted child, or the care of the Employee’s child following the child’s birth or placement. The Trustees shall credit Hours of Service under this paragraph on the basis of the number of Hours of Service the Employee would receive, on the basis of 8 hours per day during the absence period. The Trustees shall credit only the number of Hours of Service (up to 501 Hours of Service) necessary to prevent an Employee’s Break in Service. The Trustees shall credit all Hours of Service described in this paragraph to the computation period in which the absence period begins or, if the Employee does not need these Hours of Service to prevent a Break in Service in the computation period in which his absence period begins, the Trustee shall credit these Hours of Service to the immediately following computation period.

1.5 “Code” means the Internal Revenue Code of 1986, as amended.

1.6 “Company” means Standard Motor Products, Inc., a New York corporation and any successor thereto.

1.7 “Company Securities” means shares of stock which constitute employer securities with respect to the Company as defined in Section 409(l) of the Code.

1.8 “Compensation” means the compensation as reported on Form W-2, excluding military differential pay as described in Section 3401(h) of the Code, and including any salary reduction contributions made by the Employee pursuant to a plan described in Section 125 of the Code or qualified under Section 401(k) of the Code, for services paid by an Employer to an Employee during the Plan Year. For purposes of Article IV and Section 6.2 of the Plan, Compensation shall not include any payments an individual receives while not an Employee, including, but not limited to, severance payments.

If for a Plan Year the average of the ratios of the Compensation for each Participant (as limited by the second paragraph of this Section) who is not a Highly Compensated Employee to his Compensation as determined under Section 6.4 for such year (including amounts deferred under a Section 401(k) plan or Section 125 plan maintained by an Employer but after application of the second and third paragraphs of this Section 1.8) is less than the corresponding average office ratios during such Plan Year for Participants who are Highly Compensated Employees, then for all purposes under the Plan, the Compensation of each Employee who is not a Highly Compensated Employee shall be his compensation as determined under Section 6.4 for such year (including amounts deferred under a Section 401(k) plan or Section 125 plan maintained by an Employer).

For the purposes of Section 6.4 and Article Twelve, Compensation shall include:

I) The Participant’s wages, salaries, fees for professional service and other amounts received for personal services actually rendered in the course of employment with the Employer maintaining the Plan (including, but not limited to, commissions paid salesman, compensation for services on the basis of a percentage of profits, commissions or insurance premiums, tips and bonuses).

II) In the case of a Participant who is an Employee within the meaning of Section 401(c)(l) and the regulations thereunder, the Participant’s earned income (as described in Section 40l(c)(2) and the regulations thereunder.)

III) For purposes of subdivisions (I) and (II) of this subparagraph, earned income from sources outside the United States (as defined in Section 911(b) of the Code), whether or not excludable from gross income under Section 911 or deductible under Section 913 of the Code.

IV) Amounts described in Sections 104(a)(3), 105(a), and 105(h) of the Code, but only to the extent that these amounts are includible in the gross income of the Employee.

V) Compensation shall also include elective contributions that are not includible in the gross income of the Employee by reason of Section 132(f) of the Code.

VI) Amounts paid or reimbursed by the Employer for moving expenses incurred by an Employee, but only to the extent that these amounts are not deductible by the Employee under Section 217 of the Code.

VII) The value of a non-qualified stock option granted to an Employee by the Employer, but only to the extent that the value of the option is includable in the gross income of the Employee for the taxable year in which granted.

VIII) The amount includable in the gross income of an Employee upon making the election described in Section 83(b) of the Code.

IX) Any elective deferral (as defined in Section 402(g)(3) of the Code), and any amount which is contributed by the Employer at the election of the Employee and which is not includible in the gross income of the Employee by reason of Section 125 of the Code.

For the purposes of Section 6.4 and Article Twelve, Compensation shall not include:

I) Contributions made by an Employer to a plan of deferred compensation to the extent that, before the application of the Section 415 of the Code limitations to that plan, the contributions are not includable in the gross income of the Employee for the taxable year in which contributed. In addition, Employer contributions made on behalf of an Employee to a simplified employee pension described in Section 408(k) of the Code are not considered as Compensation for the taxable year in which contributed to the extent such contributions are deductible by the Employee under Section 219(b)(7) of the Code. Additionally, any distributions from a funded plan of deferred compensation are not considered as Compensation for Section 415 purposes, regardless of whether such amounts are includible in the gross income of the Employee when distributed. However, any amounts received by an Employee pursuant to an unfunded nonqualified plan may be considered as compensation for Section 415 purposes in the year such amounts are includable in the gross income of the Employee.

II) Amounts realized from the exercise of a nonqualified stock option, or when restricted stock (or property) held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture.

III) Amounts realized from the sale, exchange, or other disposition of stock under a qualified stock option.

IV) Other amounts which have special tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums are not includible in the gross income of the Employee), or contributions made by an Employer (whether or not under a salary reduction agreement) towards the purchase of an annuity contract as described in Section 403(b) or under a Section 401(k) Plan (whether or not the contributions are excludable from the gross income of the Employee).

The annual Compensation of each Participant taken into account in determining allocations for any Plan Year shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with section 401(a)(17)(B) of the Code (the limit for the 2010 Plan Year is $245,000). Annual Compensation means Compensation during the Plan Year or such other consecutive 12-month period over which Compensation is otherwise determined under the Plan (the determination period). The cost-of-living adjustment in effect for a calendar year applies to annual Compensation for the determination period that begins with or within such calendar year.

1.9 “Disability” means that a Participant, because of a physical or mental disability, is unable to perform the duties of his customary position of employment for an indefinite period which the Trustee considers will be of long and continued duration.

1.10 “Disqualified Person” shall have the meaning ascribed to that term under Section 4975(e)(2).

1.11 “Eligible Spouse” shall mean a Participant’s spouse if the Participant and such spouse had been legally married throughout the 1-year period ending on the date of the Participant’s death. To the extent provided in any qualified domestic relations order, “Eligible Spouse” shall also mean a former spouse of the Participant, if such former spouse and Participant had been married for at least 1 year.

1.12 “Employee” means any individual employed by an Employer.

1.13 “Employer” means the Company, or any ERISA Affiliate that, with the consent of the Company, hereafter adopts the Plan, as provided in Section 13.4.

1.14 “ERISA” means the Employee Retirement Income Act of 1974, as amended.

1.15 “ERISA Affiliate” means any organization (whether or not incorporated) which, together with the Employer, is a member of a controlled group of corporations, is under “common control” or is a member of an “affiliated service group” within the meaning of Sections 414(b), 414(c) and 414(m) of the Code, respectively.

1.16 “Exempt Loan” means a loan (including an extension of credit) used by the Trust to finance the acquisition of Company Securities, which loan may be made or guaranteed by a Disqualified Person, provided the loan satisfies the requirements of Treasury Regulation 54.4975-7(b).

1.17 “Fair Market Value” means the fair market value as set by procedures established by the Trustee that comply with Section 3(18) of ERISA and Section 4975 of the Code.

1.18 “Highly Compensated Employee” means an Employee who (i) was a 5% owner during the current or preceding Plan Year; or (ii) earned more than $80,000 (or larger amount, as indexed) for the preceding Plan Year. The dollar amount referred to in the prior sentence shall be adjusted in accordance with regulations issued by the Secretary of the Treasury or his delegate pursuant to Section 415(d) of the Code, such adjustment to be effective for the Plan Year beginning in the calendar year for which such adjustment is announced; for 2011, such amount is $110,000.

For this purpose, a former employee shall be treated as a highly compensated employee if

A) such former employee was a highly compensated employee when he terminated his employment, or

B) such former employee was a highly compensated employee at any time after attaining age 55.

1.19 “Hour of Service” means:

(a) Each hour for which an Employee is paid, or entitled to payment, for the performance of duties for an Employer. These hours shall be credited to the Employee for the computation period or periods in which duties are performed;

(b) Each hour for which an Employee is paid, or entitled to payment, by an Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence. For purposes of this paragraph (b), a payment shall be deemed to be made by or due from an Employer regardless of whether such payment is made by or due from an Employer directly, or indirectly through, among others, a trust fund or insurer to which an Employer contributes or pays premiums, and regardless of whether contributions made or due to the trust fund, insurer or other entity are for the benefit of particular Employees or are on behalf of a group of Employees in the aggregate. In the case of a family and medical leave of absence a Participant shall be credited, to the extent required by the Family and Medical Leave Act of 1993, for purposes of eligibility for participation and vesting, with the total number of Hours of Service he or she would have worked has he or she not been on a family and medical leave of absence;

(c) Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Employer. The same Hours of Service shall not be credited under both paragraph (a) or paragraph (b), as the case may be, and under this paragraph (c). These hours shall be credited to the Employee for the computation period or periods to which the award or agreement pertains rather than the computation period or periods in which the award, agreement or payment is made. Crediting of Hours of Service for back pay awarded or agreed to with respect to periods described in paragraph (b) above shall be subject to the limitations set forth in that paragraph;

(d) No more than 501 Hours of Service shall be credited under paragraphs (b) and (c) for the nonperformance of duties for any single continuous period (whether or not such period occurs in a single computation period). Hours of Service hereunder shall be calculated and credited pursuant to Section 2530.200b-2(b) and (c) of the Department of Labor regulations which are incorporated herein by reference. In crediting Hours of Service hereunder, each Employee for whom the Employer does not maintain hourly work records and who completes at least one Hour of Service (pursuant to paragraphs (a), (b) or (c) above) during any week shall be credited with 45 Hours of Service for such week. For each other Employee, Hours of Service shall be credited based on the number of hours actually worked. For purposes of this Section 1.19, the term Employee shall include all persons employed by an Employer including employees covered by a collective bargaining agreement and the term Employer shall include all ER1SA Affiliates whether or not they have adopted the Plan;

(e) Notwithstanding any provision of the Plan to the contrary, in case of an absence from employment because of qualified military service, an Employee shall be credited, to the extent required by the Uniform Services Employment and Reemployment Rights Act of 1994 and Code Section 414(u), for purposes of eligibility and vesting, with the total number of Hours of Service he would have worked had he not been on a leave of absence due to military service.

1.20 “Normal Retirement Date” means the date on which a Participant attains 65 years of age.

1.21 “Participant” means any present or former Employee who is qualified to participate and does participate in the Plan and for whom there remains an account balance.

1.22 “Plan” means the tax-qualified stock bonus plan established by the Company hereunder, designed to invest primarily in Company Securities and known as the Employee Stock Ownership Plan and Trust of Standard Motor Products, Inc.

1.23 “Plan Administrator” shall be the person designated by the Company from time to time to have full responsibility for compliance with the reporting and disclosure rules under the Act with respect to the Plan, and such other duties as may be consistent therewith. lf no such person or committee is designated, the Company shall be the Plan Administrator.

1.24 “Plan Year” means the 12 consecutive month period beginning on January 1 and ending on December 31.

1.25 “Rollover Account” means the amount maintained by the Trustees for a Participant who has elected to make a rollover contribution as provided in Section 5.2 of the Plan.

1.26 “Trust” means the entity created under the provisions of this Plan.

1.27 “Trustees” means the party or parties, individual or corporate, who are signatories to this Plan as Trustees, and any duly appointed additional or successor Trustee or Trustees acting hereunder. The Trustees shall be the “named fiduciaries” referred to in Section 402(a) of ERISA with respect to the control management and disposition of the assets of the Trust.

1.28 “Trust Fund” means the total of the contributions made by the Employers to the Trust pursuant to the Plan, increased by profits, gains, income and recoveries received, and decreased by losses, depreciation, benefits paid and expenses incurred in the administration of the Trust. Trust Funds includes all assets acquired by investment and reinvestment which are held in the Trust by the Trustees.

1.29 “Year of Service” means a 12 consecutive month period during which an Employee is credited with at least 1,000 Hours of Service. For purposes of determining an Employee’s eligibility for participation in the Plan, the initial 12 month period shall begin on the first day on which such Employee shall be credited with an Hour of Service and the subsequent 12 consecutive month period shall be Plan Years (including Plan Years prior to the effective date of the Plan) beginning after the first day on which the Employee is credited with an Hour of Service. In the case of an Employee who incurs a Break in Service at a time when he is nonvested in any portion of his benefit, and whose Break in Service exceeds the greater of (i) 5, or (ii) his years of eligibility service prior to such Break in Service, his eligibility service prior to such Break in Service shall be disregarded for eligibility purposes and for the initial 12 consecutive month period for determining his eligibility for participation following such Breaks in Service.

1.30 “Year of Vesting Service” means any Plan Year, including Plan Years beginning prior to January 1, 1997, during which an Employee is credited with at least 1,000 Hours of Service.

ARTICLE TWO

Purpose

2.1 The Plan is established to provide for the participation of Employees in the growth of the Company by enabling them to acquire stock ownership interests in the Company, The Plan is intended as a stock bonus plan qualified under Section 401(a) of the Code and as an Employee Stock Ownership Plan under Section 4975(e)(7) of the Code and Section 407(d)(6) of ERISA.

2.2 The Trust hereunder is designed to invest primarily in Company Securities and is created for the exclusive benefit of Participants and their Beneficiaries and shall be interpreted and administered at all times in a manner consistent with the requirements of the Code and the Regulations thereunder relating to qualified stock bonus plans and trusts and employee stock ownership plans. Except as provided in Section 4.4 or Section 9.3(b), the principal or income of this Trust shall not be paid to or revert to the Company or be used for any purpose whatsoever other than the exclusive benefit of the Participants or their Beneficiaries.

ARTICLE THREE

Participants

3.1 Each Employee who is a Participant in the Standard Motor Products, Inc. Employees’ Profit Sharing Plan and Trust on December 31, 2010 shall continue to participate in this Plan on January 1, 2011.

For all other Employees, the following eligibility rules shall apply:

(a) Effective March 30, 1998, all former Cooper Industries, Inc. employees who join the Company shall be eligible to participate in the Plan immediately.

(b) Any Employee who completes 30 days of service with the Company shall become a Participant on the first day of the following calendar quarter. Thirty days of service shall mean the 30 day period beginning with the Employee’s date of hire.

(c) Effective July 1, 2003, all former employees of Dana Corporation who join the Company shall be eligible to participate in the Plan immediately.

3.2 If a former Employee who has incurred a termination of employment again becomes an Employee, then, unless his prior Years of Service are disregarded for eligibility purposes in accordance with Section 1.29, his prior service shall be recognized for eligibility purposes in accordance with Section 3.1 above had he not incurred a termination of employment.

3.3 Notwithstanding the foregoing, an Employee shall not be eligible to participate in the Plan if he is covered by a collective bargaining agreement between Employee representatives and an Employer if retirement benefits were the subject of good faith bargaining. Further, Employees who are nonresident aliens and who receive no earned income (within the meaning of Section 911(d)(2) of the Code) from the Employer which constitutes income from sources within the United States (within the meaning of Section 861(a)(3) of the Code) shall not be eligible to participate in the Plan.

ARTICLE FOUR

Company Contributions

4.1 Each Employer, or the Company acting on behalf of such Employer, shall contribute to the Trust under the Plan for each Plan Year it is in effect such an amount or amounts as it shall determine to be advisable.

4.2 The Trustees shall not be under any duty to inquire into the correctness of the amount contributed and paid over to the Trustees nor shall they have any duty to enforce payment of any contributions to be made hereunder. Employer contributions may be made in whole or in part in cash or in the form of Company Securities.

4.3 If more than one Employer maintains the Plan, the Trustees shall account separately for each Employer’s contribution(s) for a Plan Year to the Accounts of those Participants actually employed by that Employer during the Plan Year. For purposes of Section 6.2, Compensation shall include compensation paid or accrued during the Plan Year by an Employer during that Plan Year. For purposes of Section 6.2, Compensation shall only include compensation paid or accrued for the period that the Employee is a Participant in the Plan during the Plan Year.

4.4 The establishment of the Plan and Trust by the Company is contingent upon obtaining the approval of the Internal Revenue Service. In the event that the Internal Revenue Service fails to approve the Plan and Trust, the Trustees shall proceed to liquidate the Trust by paying all expenses and returning all remaining assets to the Employers to which they are attributable as promptly as practical, but in no event later than 1 year after the date of the resolution of any appeals before the Internal Revenue Service or the courts. The Trust shall thereupon terminate. In the event an Employer contribution is made under a mistake of fact, such contribution shall be returned to the Employer within 1 year after the payment of the contribution, and if a deduction under Section 404 of the Code for a contribution is disallowed, such contribution shall be returned to the Employer (to the extent disallowed) within 1 year after the disallowance of the deduction. The Trustees may require an Employer to furnish whatever evidence the Trustees deem necessary to enable the Trustees to confirm that the amount an Employer has requested be returned is properly returnable under ERISA.

4.5 Employer contributions may be paid in cash in such amounts and at such times as may be needed to provide the Trustees with cash sufficient to pay any currently maturing exempt loan obligations, provided, however, that to the extent provided in Section 11.12, such loan obligations (principal and interest) may be paid from cash dividends on Company Securities held by the Plan.

ARTICLE FIVE

Employee Contributions

5.1 The Plan does not require or permit contributions by Employees or Participants.

5.2 (a) Subject to such objective and reasonable terms and conditions as the Trustees may establish from time to time, an Employee may at any time make a rollover contribution to this Plan, which shall be held by the Trustees in a Rollover Account established on behalf of such Employee. Such Employee shall submit a written certification by the sponsor, administrator or other party maintaining the plan from which the rollover contribution is to be received, satisfactory to the Trustees, that the contributions qualifies as a rollover contribution. The Trustees shall be entitled to rely upon such certification.

(b) A contribution shall qualify as a rollover contribution if it satisfies the requirements of a rollover amount with respect to this Plan as an Eligible Retirement Plan as defined in Section 402(a) of the Code.

(c) A Participant’s Rollover Account shall be distributed at the same time, to the same party and in the same manner as the Participant’s Account pursuant to Article Eight.

ARTICLE SIX

Allocation of Contributions and Forfeitures

6.1 The Trustees shall establish and maintain an Account in the name of each Participant and shall determine the accrual of benefits on the basis of the Plan Year.

6.2 (a) 70% of the contributions for a Plan Year made by an Employer shall be allocated to the Accounts of those Participants (i) who are Employees or on maternity or paternity leave as of January 1 of the current year, or (ii) who retire on or after their Normal Retirement Date, die or incur a Disability during the Plan Year for which the contribution is made, in the ratio which the Compensation of each such Participant for the Plan Year for which the contribution is made bears to the total Compensation of all such Participants for such Plan Year.

(b) 30% of the contributions made by an Employer for a Plan Year shall be allocated to the Accounts of those Participants who (i) have completed at least 5 Years of Vesting Service by the last day of the Plan Year for which the contribution is made, and (II) who are Employees or on maternity or paternity leave as of January 1 of the current Plan Year, or who retire on or after their Normal Retirement Date, die or incur a Disability during the Plan Year for which the contribution is made, in the ratio of which the Compensation of each such Participant for the Plan Year for which the contribution is made bears to the total Compensation of such Participants for such Plan Year.

6.3 In no event shall the Trustees allocate to the Account of any Participant in any Plan Year an Annual Addition (as hereinafter defined) in excess of the Maximum Permissible Amount (as hereinafter defined). If, as a result of the allocation of forfeitures, a reasonable error in estimating a Participant’s annual Compensation, or under other limited facts and circumstances justify the availability of the rules set forth in this paragraph, the Annual Additions under the terms of this Plan for a particular Participant exceed the Maximum Permissible Amount applicable to that Participant for the limitation year, the excess amounts shall not be deemed Annual Additions in that limitation year, and the Trustees shall hold the excess in a suspense account (but only to the extent permitted under current Code regulations and other relevant guidance) and allocate such amount in the following Plan Year to the Account from which such excess arose. The Trustees shall not distribute any such excess to Participants or former Participants. The allocation shall be made as of January 1 of the current Plan Year.

6.4 For purposes of this Article:

(a) Annual Addition shall mean the sum of the following amounts allocated on behalf of a Participant for a Plan Year: (i) all Employer contributions allocated to such Accounts, (ii) all forfeitures (including income allocable thereto) and (iii) the amount of all nondeductible Participant contributions. For the purpose of this Article, Annual Addition shall also include excess amounts allocated to Accounts under Section 6.3. Notwithstanding the foregoing, any Company contributions applied by the Trustees for any Plan Year to pay interest on an exempt loan and any shares of Company Securities acquired by the Plan with the proceeds of an exempt loan which are allocated as forfeitures pursuant to Section 6.2(b) for any Plan Year shall not be included as Annual Additions, provided that not more than 1/3 of the Company contributions applied to pay principal and interest on an exempt loan for such Plan Year are allocated to Participants who are Highly Compensated Employees. The Trustees may reallocate such Company contributions in order to satisfy this special limitation.

Annual Additions shall also include amounts allocated to an individual medical account (as defined in Section 415(l) of the Code) included as part of a defined benefit plan maintained by the Company. Furthermore, Annual Additions include contributions paid or accrued attributable to post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)) under a welfare benefit fund maintained by the Company.

(b) Except to the extent permitted under Section 414(v) of the Code, the annual addition that may be contributed or allocated to a participant’s account under the Plan for any limitation year shall not exceed the lesser of: (i) $40,000, as adjusted by increases in the cost-of-living under Section 415(d) of the Code (the limit for the 2010 Plan Year is $49,000), or (ii) 100 percent of the Participant’s compensation, within the meaning of Section 415(c)(3) of the Code, for the limitation year. The compensation limit referred to in (ii) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Section 401(h) and Section 419A(f)(2) of the Code) which is otherwise treated as an annual addition.

(c) Company shall mean all members of a group which constitute a controlled group of corporations (as defined in Code Section 414(b) as modified by Code Section 415(h)), or which constitutes a trade or business (whether or not incorporated) which are under common control (as defined in Code Section 414(c) as modified by Code Section 415(h)), or which constitutes an affiliated service group as defined by Code Section 414(m).

(d) The Trustees shall treat all defined contribution plans (whether or not terminated) maintained by the Company or any ERISA Affiliate as a single plan.

6.5 Final Section 415 Regulations. (a) Effective date. The provisions of this Section 6.5 (subject to Section 1.8) shall apply to limitation years beginning on and after January 1, 2008.

(b) 415 Compensation paid after severance from employment. 415 Compensation (defined as the compensation that shall be considered for Section 415 of the Code purposes only and not for any other purposes under the Plan, including for purposes of Article IV) shall be adjusted, as set forth herein, for the following types of compensation paid after a Participant's severance from employment with the Employer maintaining the Plan (or any other entity that is treated as the Employer pursuant to Section 414(b), (c), (m) or (o)) of the Code. However, amounts described in subsections (i) and (ii) below may only be included in 415 Compensation to the extent such amounts are paid by the later of 2 1/2 months after severance from employment or by the end of the limitation year that includes the date of such severance from employment. Any other payment of compensation paid after severance of employment that is not described in the following types of compensation is not considered 415 Compensation within the meaning of Section 415(c)(3) of the Code, even if payment is made within the time period specified above.

(i) Regular pay. 415 Compensation shall include regular pay after severance of employment if:

(1) The payment is regular compensation for services during the participant's regular working hours, or compensation for services outside the participant's regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments; and

(2) The payment would have been paid to the participant prior to a severance from employment if the participant had continued in employment with the Employer.

(ii) Leave cashouts and deferred compensation. Leave cashouts shall be included in 415 Compensation if those amounts would have been included in the definition of 415 Compensation if they were paid prior to the participant's severance from employment, and the amounts are payment for unused accrued bona fide sick, vacation, or other leave, but only if the participant would have been able to use the leave if employment had continued. In addition, deferred compensation shall be included in 415 Compensation if the compensation would have been included in the definition of 415 Compensation if it had been paid prior to the participant's severance from employment and the compensation is received pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid at the same time if the participant had continued in employment with the Employer and only to the extent that the payment is includible in the participant's gross income.

(iii) Salary continuation payments for military service participants. 415 Compensation does not include payments to an individual who does not currently perform services for the Employer by reason of qualified military service (as that term is used in Section 414(u)(1) of the Code) to the extent those payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service.

(c) Administrative delay ("the first few weeks") rule. 415 Compensation for a limitation year shall not include amounts earned but not paid during the limitation year solely because of the timing of pay periods and pay dates. 415 Compensation for a limitation year may include amounts earned but not paid during the limitation year solely because of the timing of pay periods and pay dates, provided the amounts are paid during the first few weeks of the next limitation year, the amounts are included on a uniform and consistent basis with respect to all similarly situated participants, and no compensation is included in more than one limitation year.

(d) Definition of annual additions. The Plan's definition of "annual additions" is modified as follows:

(i) Restorative payments. Annual additions for purposes of Section 415 of the Code shall not include restorative payments. A restorative payment is a payment made to restore losses to a Plan resulting from actions by a fiduciary for which there is reasonable risk of liability for breach of a fiduciary duty under ERISA or under other applicable federal or state law, where participants who are similarly situated are treated similarly with respect to the payments. Generally, payments are restorative payments only if the payments are made in order to restore some or all of the plan's losses due to an action (or a failure to act) that creates a reasonable risk of liability for such a breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions to the Plan). This includes payments to a plan made pursuant to a Department of Labor order, the Department of Labor's Voluntary Fiduciary Correction Program, or a court approved settlement, to restore losses to a qualified defined contribution plan on account of the breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions to the Plan). Payments made to the Plan to make up for losses due merely to market fluctuations and other payments that are not made on account of a reasonable risk of liability for breach of a fiduciary duty under ERISA are not restorative payments and generally constitute contributions that are considered annual additions.

(ii) Other Amounts. Annual additions for purposes of Section 415 of the Code shall not include: (1) The direct transfer of a benefit or employee contributions from a qualified plan to this Plan; or (2) Rollover contributions (as described in Sections 401(a)(31), 402(c)(1), 403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16) of the Code).

(e) Change of limitation year. The limitation year may only be changed by a Plan amendment. Furthermore, if the Plan is terminated effective as of a date other than the last day of the Plan's limitation year, then the Plan is treated as if the Plan had been amended to change its limitation year.

(f) Excess Annual Additions. Notwithstanding any provision of the Plan to the contrary, if the annual additions (within the meaning of Section 415 of the Code) are exceeded for any participant, then the Plan may correct such excess in accordance with relevant IRS guidance, including, but not limited to, the preamble of the final Section 415 of the Code regulations.

(g) Aggregation and Disaggregation of Plans.

(i) For purposes of applying the limitations of Section 415 of the Code, all defined contribution plans (without regard to whether a plan has been terminated) ever maintained by the Employer (or a "predecessor employer") under which the participant receives annual additions are treated as one defined contribution plan. The "Employer" means the Employer that adopts this Plan and all members of a controlled group or an affiliated service group that includes the Employer (within the meaning of Section 414(b), (c), (m) or (o) of the Code), except that for purposes of this Section, the determination shall be made by applying Section 415(h) of the Code, and shall take into account tax exempt organizations under regulation Section 1.414(c)-5, as modified by regulation Section 1.415(a)-1(f)(1). For purposes of this Section:

(1) A former Employer is a "predecessor employer" with respect to a participant in a plan maintained by an Employer if the Employer maintains a plan under which the participant had accrued a benefit while performing services for the former Employer, but only if that benefit is provided under the plan maintained by the Employer. For this purpose, the formerly affiliated plan rules in regulation Section 1.415(f)-1(b)(2) apply as if the Employer and predecessor Employer constituted a single employer under the rules described in regulation Section 1.415(a)-1(f)(1) and (2) immediately prior to the cessation of affiliation (and as if they constituted two, unrelated employers under the rules described in regulation Section 1.415(a)-1(f)(1) and (2) immediately after the cessation of affiliation) and cessation of affiliation was the event that gives rise to the predecessor employer relationship, such as a transfer of benefits or plan sponsorship.

(2) With respect to an Employer of a participant, a former entity that antedates the Employer is a "predecessor employer" with respect to the participant if, under the facts and circumstances, the employer constitutes a continuation of all or a portion of the trade or business of the former entity.

(ii) Break up of an affiliate employer or an affiliated service group. For purposes of aggregating plans for Section 415 of the Code, a "formerly affiliated plan" of an employer is taken into account for purposes of applying the Section 415 of the Code limitations to the employer, but the formerly affiliated plan is treated as if it had terminated immediately prior to the "cessation of affiliation." For purposes of this paragraph, a "formerly affiliated plan" of an employer is a plan that, immediately prior to the cessation of affiliation, was actually maintained by one or more of the entities that constitute the employer (as determined under the employer affiliation rules described in regulation Section 1.415(a)-1(f)(1) and (2)), and immediately after the cessation of affiliation, is not actually maintained by any of the entities that constitute the employer (as determined under the employer affiliation rules described in regulation Section 1.415(a)-1(f)(1) and (2)). For purposes of this paragraph, a "cessation of affiliation" means the event that causes an entity to no longer be aggregated with one or more other entities as a single employer under the employer affiliation rules described in Regulation Section 1.415(a)-1(f)(1) and (2) (such as the sale of a subsidiary outside a controlled group), or that causes a plan to not actually be maintained by any of the entities that constitute the employer under the employer affiliation rules of regulation Section 1.415(a)-1(f)(1) and (2) (such as a transfer of plan sponsorship outside of a controlled group).

(iii) Midyear Aggregation. Two or more defined contribution plans that are not required to be aggregated pursuant to Section 415(f) of the Code and the regulations thereunder as of the first day of a limitation year do not fail to satisfy the requirements of Section 415 of the Code with respect to a participant for the limitation year merely because they are aggregated later in that limitation year, provided that no annual additions are credited to the participant's account after the date on which the plans are required to be aggregated.

6.6 Effective January 1, 2009, military differential wage payments, as described in Section 3401(h) of the Code, are considered compensation for purposes of Section 415(c)(3) of the Code, but are not considered compensation for any other purpose under the Plan.

ARTICLE SEVEN

Termination of Employment

7.1 All payments made by the Trustees pursuant to this Article shall be made in the manner provided in Article Eight.

7.2 A Participant’s Account shall be 100% non-forfeitable upon his attainment of his Normal Retirement Age (A) while employed by the Company or any ERISA Affiliate or (B) while on maternity or paternity leave. The Account of a Participant who remains in the employ of an Employer after attaining Normal Retirement Age shall continue to share in Employer contributions.

7.3 When a Participant terminates employment prior to attaining Normal Retirement Age because of death or Disability, the Trustees shall commence payment of the Participant’s non-forfeitable Account balance as determined under Section 7.6 to him (or to his Beneficiary if the Participant is deceased), in accordance with the provisions of Article Eight.

7.4 In no event shall the Trustees commence payment under Section 7.3 later than the time prescribed by Article Eight.

7.5 The non-vested portion of a Participant’s Account shall be forfeited at the time the Participant incurs 5 consecutive one-year Breaks in Service or, if earlier, at the time the Participant receives a lump-sum distribution of the non-forfeitable portion of his Account upon his termination of participation in the Plan. A distribution shall be deemed to be made upon termination of participation in this Plan if such distribution is made prior to the close of the second Plan Year following the Plan Year in which the termination occurs. For the purposes of this Section 7.5, if a Participant terminates employment without having any non-forfeitable interest in his Account, he shall be deemed to have received an immediate distribution of the non-forfeitable portion of such Account and thus the non-vested portion of the Account shall at that time he forfeited.

In making a forfeiture, to the extent possible, Company Securities held in an Account that have been acquired pursuant to an exempt loan shall be forfeited last. If a Participant’s Account reflects an interest in more than one class of Company Securities, the Trustees shall treat a Participant who incurs a forfeiture as forfeiting the same proportion of each such class.

Forfeitures arising under this Section 7.5 shall first be applied to the restoration of previously forfeited amounts to the extent required by Section 7.6. All or any portion of the remaining forfeitures shall be allocated among the Accounts of Participants in the same manner as provided in Section 6.2(a).

7.6 In the event that a former Participant (i) was not 100% vested in his Account, (ii) received a lump-sum distribution upon his termination of employment prior to the time he incurred 5 consecutive one-year Breaks in Service, (iii) who forfeited a portion of his Account upon such distribution, and (iv) is re-employed by the Company or an ERISA Affiliate prior to the time he incurs 5 consecutive one-year Breaks in Service, such Participant may elect on a form prescribed by the Trustees to repay to the Plan in cash, at any time prior to the earlier of (A) 5 years from his date of re-employment or (B) his incurring 5 consecutive one-year Breaks in Service, and the full amount distributed to him upon his prior termination of employment will be restored and credited to his Account as of such Accounting Date. Any forfeited amount shall be derived, to the extent necessary, from:

(a) The amount, if any, of Participant forfeitures that would otherwise be allocated under Section 7.6;

(b) The amount, if any, of the Trust Fund net income or gain for the Plan Year, and

(c) The amount, if any, of Employer contributions under Section 4.1 for the Plan Year, as the Trustees, in their discretion, direct. To the extent possible, such restoration of forfeitures shall be made in the form of Company Securities.

7.7 (a) A Participant’s Account balance shall be 100% non-forfeitable upon his death or Disability (A) while employed by the Company or an ERISA Affiliate or (B) while on maternity or paternity leave. Effective January 1, 2007, a Participant's Account balance shall be 100% non-forfeitable upon his death while performing qualifying military service as provided in Section 414(u) of the Code.

(b) A Participant shall receive for each Year of Vesting Service a non-forfeitable right to such Account balance according to the following schedule:

Years of Vesting Service			% of Non-forfeitable Account

Less than 2			0%

2			20%

3			40%

4			60%

5			80%

6			100%

(c) Effective March 30, 1998 all former employees of Cooper Industries, Inc. shall have their prior service with their former organization count in determining their Years of Vesting Service.

(d) Effective July 1, 2003, all former employees of Dana Corporation who join the Company shall have their prior service with their former organization count in determining their Years of Vesting Service.

(e) With respect to cash dividends paid on Company Securities held under the Plan, a Participant shall vest in such dividends at the same time vesting occurs with respect to the underlying Company Securities on which the dividends are paid.

7.8 The following rules shall apply to the determination of Years of Vesting Service:

(a) Years of Vesting Service before any Break in Service shall be disregarded if a Participant terminates employment without any non-forfeitable interest in his Account and the number of consecutive one-year Breaks in Service equals or exceeds the greater of:

i) the aggregate number of Years of Vesting Service prior to such consecutive Breaks in Service; or

ii) 5.

(b) Years of Vesting Service after any 5 consecutive one-year Breaks in Service shall not increase the non-forfeitable percentage of the Participant’s Account which accrued before such Break in Service.

7.9 Effective January 1, 2007, notwithstanding any provision of the Plan to the contrary, in the case of a Participant who dies while performing qualifying military service as provided in Section 414(u) of the Code, the survivors of the Participant are entitled to any additional benefits that would have been provided under the Plan (other than benefit accruals) had the Participant resumed employment and terminated employment on account of death pursuant to Section 401(a)(37) of the Code.

ARTICLE EIGHT

Manner of Payment

8.1 Except as otherwise provided herein, the Trustees shall direct that the distribution of the benefits payable to a Participant upon his retirement after attaining his Normal Retirement Date, or to his Beneficiary upon his death, commence as soon as practicable after such event, but in all cases prior to the close of the Plan Year following the Plan Year in which such retirement or death occurs. The balance in such Participant’s Account shall be for this purpose determined as of the Accounting Date coincident with or immediately preceding such distribution.

8.2 When a Participant incurs a termination of employment or a Disability, his benefits shall be distributed as soon as is practicable based upon the Accounting Date coincident with or immediately prior to such distribution; provided, however, that if the value of such benefit exceeds $5,000 then distribution of such benefit shall not commence until the earlier of (A) the later of his Normal Retirement Date or 62 nd birthday, or (B) his death, unless the Participant, at the time he incurs a termination of employment or Disability, consents to such earlier distribution of aforesaid.

Notwithstanding the foregoing, effective March 28, 2005 and prior to January 1, 2008, distributions greater than $1,000 made in accordance with the provisions of this Section 8.2 will not commence until the earlier of (A) the later of his Normal Retirement Date or 62 nd birthday, or (B) his death, unless the Participant, at the time he incurs a termination of employment or Disability, consents to such earlier distribution. Notwithstanding the preceding sentence, effective January 1, 2008, in the event a Participant incurs a termination of employment or Disability, and his benefit exceeds $1,000 but does not exceed $5,000, and the Participant does not elect to have such distribution paid to an eligible retirement plan specified by the Participant in a direct rollover or to receive the distribution directly in a lump sum payment, then the Plan Administrator shall pay the distribution in a direct rollover to an individual retirement plan designated by the Plan Administrator.

8.3 Benefits shall be distributed in accordance with the following methods:

(a) All benefits payable on account of a Participant retiring after reaching his Normal Retirement Date or on account of his termination of employment or Disability shall be paid in the form of a single lump sum.

(b) All benefits payable on account of a Participant’s death shall be distributed to his Beneficiary or Beneficiaries in a lump sum as soon as practicable after the Accounting Date coincident with or immediately following the date of such death.

Notwithstanding the foregoing, in the event a Participant dies before the distribution of his Account has begun, a Beneficiary may request in writing that the distribution be made in a lump sum at some later date within 5 years after the Participant’s death.

(c) In all events the present value of the portion of the benefit payable to the Participant shall be greater than 50% of the present value of the total benefit payable to the Participant and his Beneficiary unless the Participant’s Beneficiary is his Eligible Spouse, and the distribution of a Participant’s benefit (or the distribution of any benefit payable upon the death of a Participant) shall comply with the provisions of Section 401(a)(9) of the Code and regulations published thereunder. This paragraph shall be administered in accordance with the Minimum Distribution Incidental Benefit Requirements of Reg. Section 1.40l(a)(9)-2, and shall apply notwithstanding any other contrary provisions in this Plan. Any portion of a Participant’s interest that is payable to (or for the benefit of a Beneficiary) shall begin not later than one year after the date of the employee’s death or such later date as the Secretary of Treasury may prescribe by regulation.

8.4 All benefits payable under the Plan shall be paid or provided for solely by the Trust Fund. Neither the Company or any other Employer assumes any liability or responsibility therefor. Notwithstanding any provision hereof, and unless the Participant otherwise elects, in no event shall the payment of benefits commence later than 60 days after the close of the Plan Year in which occurs the latest of:

i) the Participant reaching his Normal Retirement Date;

ii) the 10th anniversary of the year in which the Participant commenced participation in the Plan; or,

iii) the Participant’s termination of employment.

8.5 A Participant, other than a 5% owner, shall have his benefits commence no later than April 1 of the calendar year following the later of (i) the calendar year in which he attains age 70-1/2, or (ii) the earlier of (A) the calendar year with or within which ends the Plan Year in which he becomes a “5% owner” or (B) the calendar year in which he retires.

8.6 Minimum Distribution Requirements .

(a) General Rules

i) Effective Date . The provisions of this Section 8.6 will apply for purposes of determining required minimum distributions. The requirements of this Section 8.6 will take precedence over any inconsistent provisions of the Plan.

ii) Requirements of Treasury Regulations Incorporated . All distributions required under this article will be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Internal Revenue Code.

iii) TEFRA Section 242(b)(2) Elections . Notwithstanding the other provisions of this article, distributions may be made under a designation made before January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (“TEFRA”) and the provisions of the plan that relate to section 242(b)(2) of TEFRA.

(b) Time and Manner of Distribution .

i) Required Beginning Date . The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s required beginning date.

ii) Death of Participant Before Distributions Begin . If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(1) If the Participant's surviving spouse is the Participant’s sole designated Beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70½, if later, or as a lump sum within 5 years of the year of the Participant’s death if so elected by the surviving spouse.

(2) If the Participant’s surviving spouse is not the Participant’s sole designated Beneficiary, then distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died or as a lump sum within 5 years of the year of the Participant’s death if so elected by the Beneficiary.

(3) If there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant's death.

(4) If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this subsection (b)(ii), other than subsection (b)(ii)(1), will apply as if the surviving spouse were the participant.

For purposes of this subsection (b)(ii) and subsection (d), unless subsection (b)(ii)(4) applies, distributions are considered to begin on the Participant’s required beginning date. If section (b)(ii)(4) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under subsection (b)(ii)(1).

iii) Forms of Distribution . Unless the Participant’s interest is distributed in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with subsections (c) and (d) of this article.

i) Amount of Required Minimum Distribution For Each Distribution Calendar Year . During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

(1) the quotient obtained by dividing the Participant's account balance by the distribution period in the Uniform Lifetime Table set forth in section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or

(2) if the Participant’s sole designated Beneficiary for the distribution calendar year is the Participant’s spouse, the quotient obtained by dividing the Participant’s account balance by the number in the Joint and Last Survivor Table set forth in section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the distribution calendar year.

ii) Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death . Required minimum distributions will be determined under this subsection (c) beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death.

(d) Required Minimum Distributions After Participant’s Death .

i) Death On or After Date Distributions Begin .

(1) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant's account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated Beneficiary, determined as follows:

(A) The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

New York	11-1362020
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

37-18 Northern Blvd., Long Island City, N.Y.	11101
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:	(718) 392-0200

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, par value $2.00 per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:	None

Large Accelerated Filer o	Accelerated Filer þ
Non-Accelerated Filer o (Do not check if a smaller reporting company)	Smaller reporting company o

		Page No.
PART I.

Item 1.	Business	3

Item 1A.	Risk Factors	13

Item 1B.	Unresolved Staff Comments	20

Item 2.	Properties	21

Item 3.	Legal Proceedings	22

Item 4.	{Reserved}	23

PART II.

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and
	Issuer Purchases of Equity Securities	23

Item 6.	Selected Financial Data	25

Item 7.	Management’s Discussion and Analysis of Financial Condition
	and Results of Operations	27

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	45

Item 8.	Financial Statements and Supplementary Data	46

Item 9.	Changes in and Disagreements with Accountants on Accounting
	and Financial Disclosure	95

Item 9A.	Controls and Procedures	95

Item 9B.	Other Information	96

PART III.

Item 10.	Directors, Executive Officers and Corporate Governance	96

Item 11.	Executive Compensation	96

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related
	Stockholder Matters	96

Item 13.	Certain Relationships and Related Transactions, and Director Independence	96

Item 14.	Principal Accounting Fees and Services	96

PART IV.

Item 15.	Exhibits, Financial Statement Schedules	97

	Signatures	98

	Year Ended December 31,
	2010					2009					2008
	Amount		% of Total			Amount		% of Total			Amount		% of Total
	(Dollars in thousands)
Engine Management:
Ignition, Emission and Fuel System Parts	$	478,578		59.0	%	$	420,083		57.2	%	$	447,194		57.7	%
Wires and Cables		98,755		12.2	%		86,352		11.7	%		90,464		11.6	%
Total Engine Management		577,333		71.2	%		506,435		68.9	%		537,658		69.3	%

Temperature Control:
Compressors		104,733		12.9	%		89,125		12.1	%		83,765		10.8	%
Other Climate Control Parts		117,353		14.5	%		107,604		14.7	%		110,406		14.3	%
Total Temperature Control		222,086		27.4	%		196,729		26.8	%		194,171		25.1	%

Europe:
Engine Management Parts		—		—	%		25,572		3.4	%		37,878		4.9	%
Temperature Control Parts		—		—	%		1,174		0.2	%		2,249		0.3	%
Total Europe		—		—	%		26,746		3.6	%		40,127		5.2	%

All Other		11,491		1.4	%		5,514		0.7	%		3,285		0.4	%

Total	$	810,910		100	%	$	735,424		100	%	$	775,241		100	%

	Year Ended December 31,
	2010					2009					2008
	Operating Profit (Loss)			Identifiable Assets		Operating Profit (Loss)			Identifiable Assets		Operating Profit (Loss)			Identifiable Assets
	(In thousands)
Engine Management	$	43,410		$	323,162	$	26,927		$	310,142	$	(26,925	)	$	346,888
Temperature Control		13,096			92,732		6,855			79,066		2,335			112,259
Europe		—			—		(7,016	)		—		2,101			20,462
All Other		(9,713	)		76,907		(9,135	)		95,251		5,652			95,418
Total	$	46,793		$	492,801	$	17,631		$	484,459	$	(16,837	)	$	575,027

Location	State or Country	Principal Business Activity	Approx. Square Feet	Owned or Expiration Date of Lease

		Engine Management

Orlando	FL	Manufacturing (Ignition)	50,640	2017
Mishawaka	IN	Manufacturing	153,070	Owned
Edwardsville	KS	Distribution (Wire)	363,450	Owned
Independence	KS	Manufacturing	337,400	Owned
Long Island City	NY	Administration	74,755	2018
Greenville	SC	Manufacturing (Ignition)	184,500	Owned
Disputanta	VA	Distribution (Ignition)	411,000	Owned
Reynosa	Mexico	Manufacturing (Wire)	100,000	2014
Reynosa	Mexico	Manufacturing (Ignition)	153,000	2013

		Temperature Control

Lewisville	TX	Administration and Distribution	415,000	2016
Grapevine	TX	Manufacturing	180,000	Owned
St. Thomas	Canada	Manufacturing	40,000	Owned
Reynosa	Mexico	Remanufacturing (Compressors)	81,967	2013

		Europe

Bialystok	Poland	Manufacturing (Ignition)	31,000	2014

		Other

Mississauga	Canada	Administration and Distribution (Ignition, Wire, Temperature Control)	128,400	2016
Irving	TX	Training Center	13,400	2013

		Available For Sale

Nottingham	England	Vacant Land		Owned

	High		Low		Dividend

Fiscal Year ended December 31, 2010
First Quarter	$	11.26	$	7.00	$	0.05
Second Quarter		11.70		7.03		0.05
Third Quarter		10.73		7.38		0.05
Fourth Quarter		14.25		10.06		0.05

Fiscal Year ended December 31, 2009
First Quarter	$	4.29	$	1.36	$	—
Second Quarter		8.62		2.50		—
Third Quarter		15.71		8.12		—
Fourth Quarter		15.70		8.33		—

	SMP		S&P 500		S&P 1500 Auto Parts & Equipment Index
2005		100		100		100
2006		168		116		105
2007		95		122		127
2008		43		77		60
2009		106		97		93
2010		174		112		146

Year Ended December 31,	Engine Management			Temperature Control			Europe			Other		Total
2010
Net sales	$	577,333		$	222,086		$	—		$	11,491	$	810,910
Gross margins		144,090			51,293			—			12,223		207,606
Gross margin percentage		25.0	%		23.1	%		—			—		25.6	%

2009
Net sales	$	506,435		$	196,729		$	26,746		$	5,514	$	735,424
Gross margins		122,838			38,677			6,997			8,712		177,224
Gross margin percentage		24.3	%		19.7	%		26.2	%		—		24.1	%

	Workforce Reduction			Other Exit Costs			Total
Exit activity liability at December 31, 2008	$	12,751		$	2,956		$	15,707
Restructuring and integration costs:
Amounts provided for during 2009		3,686			3,700			7,386
Non-cash usage, including asset write-downs		—			(3,003	)		(3,003	)
Liabilities related to assets sold		(12	)		—			(12	)
Cash payments		(7,651	)		(1,682	)		(9,333	)
Exit activity liability at December 31, 2009	$	8,774		$	1,971		$	10,745
Amounts provided for during 2010		1,824			1,678			3,502
Non-cash usage, including asset write-downs		—			(181	)		(181	)
Cash payments		(4,378	)		(1,033	)		(5,411	)
Exit activity liability at December 31, 2010	$	6,220		$	2,435		$	8,655

	Engine Management			Temperature Control			European			Other			Total
Exit activity liability at December 31, 2008	$	7,363		$	—		$	15		$	298		$	7,676
Integration costs:
Amounts provided for during 2009		5,622			474			1,165			—			7,261
Non-cash usage, including asset write-downs		(1,987	)		—			(1,016	)		—			(3,003	)
Liabilities related to assets sold		—			—			(12	)		—			(12	)
Cash payments		(3,981	)		(110	)		(152	)		(136	)		(4,379	)
Exit activity liability at December 31, 2009	$	7,017		$	364		$	—		$	162		$	7,543
Integration costs:
Amounts provided for during 2010		1,931			1,571			—			—			3,502
Non-cash usage, including asset write-downs		(99	)		(82	)		—			—			(181	)
Cash payments		(3,269	)		(984	)		—			(162	)		(4,415	)
Exit activity liability at December 31, 2010	$	5,580		$	869		$	—		$	—		$	6,449

(in thousands)	2011		2012		2013		2014		2015			2016- 2020	Total
Principal payments of long term debt	$	12,300	$	—	$	—	$	—	$	—	$	—	$	12,300
Lease obligations		7,567		7,404		6,448		5,333		4,938		5,738		37,428
Postretirement benefits		1,153		1,184		1,232		1,289		6,952		7,581		19,391
Severance payments related to restructuring and integration		2,219		811		704		514		316		3,592		8,156
Total commitments	$	23,239	$	9,399	$	8,384	$	7,136	$	12,206	$	16,911	$	77,275

	Page No.

Management’s Report on Internal Control Over Financial Reporting	47

Report of Independent Registered Public Accounting Firm—Internal Control Over Financial Reporting	48

Reports of Independent Registered Public Accounting Firms—Consolidated Financial Statements	49

Consolidated Statements of Operations for the years ended December 31, 2010, 2009, and 2008	51

Consolidated Balance Sheets as of December 31, 2010 and 2009	52

Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009, and 2008	53

Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive Income (Loss) for the years ended December 31, 2010, 2009, and 2008	54

Notes to Consolidated Financial Statements	55

	Year Ended December 31,
	2010			2009			2008
	(Dollars in thousands, except share and per share data)
Net sales	$	810,910		$	735,424		$	775,241
Cost of sales		603,304			558,200			591,085
Gross profit		207,606			177,224			184,156
Selling, general and administrative expenses		159,433			146,642			166,199
Goodwill and intangible asset impairment charge	—			—				39,387
Restructuring and integration expenses		3,502			7,386			16,858
Other income (expense), net		2,122			(5,565	)		21,451
Operating income (loss)		46,793			17,631			(16,837	)
Other non-operating income, net (Note 15)		425			3,584			1,219
Interest expense		7,127			9,215			13,585
Earnings (loss) from continuing operations before taxes		40,091			12,000			(29,203	)
Provision for (benefit from) income taxes		15,391			6,094			(8,105	)
Earnings (loss) from continuing operations		24,700			5,906			(21,098	)
Loss from discontinued operation, net of income tax benefit of $1,826, $1,615 and $1,198		(2,740	)		(2,423	)		(1,796	)
Net earnings (loss)	$	21,960		$	3,483		$	(22,894	)
Net earnings (loss) per common share – Basic:
Earnings (loss) from continuing operations	$	1.10		$	0.31		$	(1.14	)
Discontinued operation		(0.13	)		(0.13	)		(0.10	)
Net earnings (loss) per common share – Basic	$	0.97		$	0.18		$	(1.24	)
Net earnings (loss) per common share – Diluted:
Earnings (loss) from continuing operations	$	1.09		$	0.31		$	(1.14	)
Discontinued operation		(0.12	)		(0.13	)		(0.10	)
Net earnings (loss) per common share – Diluted	$	0.97		$	0.18		$	(1.24	)
Average number of common shares		22,556,858			19,340,672			18,500,229
Average number of common shares and dilutive common shares		22,634,062			19,388,771			18,531,148

	December 31,
	2010			2009
	(Dollars in thousands, except share data)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	12,135		$	10,618
Accounts receivable, less allowances for discounts and doubtful accounts of $6,779 and $6,962 in 2010 and 2009, respectively		104,986			124,823
Inventories, net		241,158			199,752
Deferred income taxes		18,135			18,129
Assets held for sale		216			1,405
Prepaid expenses and other current assets		8,076			9,487
Total current assets		384,706			364,214
Property, plant and equipment, net		60,666			61,478
Goodwill		1,437			1,437
Other intangibles, net		11,050			12,368
Deferred incomes taxes		21,347			29,542
Other assets		13,595			15,420
Total assets	$	492,801		$	484,459
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Notes payable	$	52,887		$	58,430
Current portion of long-term debt		12,402			67
Accounts payable		49,919			54,381
Sundry payables and accrued expenses		29,280			24,114
Accrued customer returns		23,207			20,442
Accrued rebates		23,668			25,276
Payroll and commissions		23,468			21,913
Total current liabilities		214,831			204,623
Long-term debt		307			12,569
Debt to related parties	─				5,339
Accrued postretirement benefits		21,044			19,355
Other accrued liabilities		21,944			23,821
Accrued asbestos liabilities		24,792			24,874
Total liabilities		282,918			290,581
Commitments and contingencies
Stockholders’ equity:
Common Stock - par value $2.00 per share:
Authorized 30,000,000 shares, issued 23,936,036 shares in 2010 and 2009		47,872			47,872
Capital in excess of par value		77,471			77,238
Retained earnings		97,535			80,083
Accumulated other comprehensive income		716			5,475
Treasury stock - at cost (1,276,044 and 1,562,649 shares in 2010 and 2009, respectively)		(13,711	)		(16,790	)
Total stockholders’ equity		209,883			193,878
Total liabilities and stockholders’ equity	$	492,801		$	484,459

	Year Ended December 31,
	2010		2009		2008
	(In thousands)
United States	$	81,485	$	85,083	$	89,528
Europe		2,314		2,102		5,714
Canada		1,782		1,892		3,540
Other International		1,168		1,626		605
Total	$	86,749	$	90,703	$	99,387

	Common Stock		Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total
(In thousands)
BALANCE AT DECEMBER 31, 2007	$	40,972	$	59,220		$	106,147		$	5,546		$	(23,521	)	$	188,364
Comprehensive Loss:
Net loss							(22,894	)								(22,894	)
Foreign currency translation adjustment										(8,973	)					(8,973	)
Pension and retiree medical Adjustment, net of tax										11,226						11,226
Total comprehensive loss																(20,641	)
Cash dividends paid ($0.36 per share)							(6,653	)								(6 ,653	)
Stock-based compensation				169									711			880
Employee Stock Ownership Plan				(548	)								2,143			1,595

BALANCE AT DECEMBER 31, 2008		40,972		58,841			76,600			7,799			(20,667	)		163,545
Comprehensive Income:
Net income							3,483									3,483
Foreign currency translation adjustment										1,209						1,209
Pension and retiree medical Adjustment, net of tax										(3,533	)					(3,533	)
Total comprehensive income																1,159
Issuance of common stock, net of offering costs		6,900		20,609												27,509
Stock-based compensation and related tax benefits				(615	)								1,464			849
Stock options and related tax benefits				87									388			475
Employee Stock Ownership Plan				(1,684	)								2,025			341

BALANCE AT DECEMBER 31, 2009		47,872		77,238			80,083			5,475			(16,790	)		193,878
Comprehensive Income:
Net income							21,960									21,960
Foreign currency translation adjustment										775						775
Pension and retiree medical Adjustment, net of tax										(5,534	)					(5,534	)
Total comprehensive income																17,201
Cash dividends paid ($0.20 per share)							(4,508	)								(4,508	)
Adjustment to costs related to issuance of common stock				36												36
Stock-based compensation and related tax benefits				440									1,149			1,589
Stock options and related tax benefits				6									48			54
Employee Stock Ownership Plan				(249	)								1,882			1,633

BALANCE AT DECEMBER 31, 2010	$	47,872	$	77,471		$	97,535		$	716		$	(13,711	)	$	209,883

	Estimated Life
Buildings and improvements	25 to 33-1/2 years
Building refurbishments	10 years
Machinery and equipment	7 to 12 years
Tools, dies and auxiliary equipment	3 to 8 years
Furniture and fixtures	3 to 12 years

	Engine Management
Balance as of December 31, 2008
Goodwill		39,588
Accumulated impairment losses		(38,488	)
		1,100
Activity in 2009
Acquisition of core sensor business		150
Acquisition of wire and cable business		187

Balance as of December 31, 2009
Goodwill		39,925
Accumulated impairment losses		(38,488	)
	$	1,437

No Activity in 2010

Balance as of December 31, 2010
Goodwill		39,925
Accumulated impairment losses		(38,488	)
	$	1,437

	Year Ended December 31,
Aggregated Financial Information	2010		2009		2008
			(In thousands)
Net sales	$	—	$	—	$	8,641
Costs and expenses		—		—		10,206
Net earnings (loss)	$	—	$	—	$	(1,565	)

	As of December 31,
Selected Financial Information	2010		2009
	(In thousands)
Current assets	$	750	$	2,206
Non-current assets		540		486
Current liabilities		420		1,581
Non-current liabilities		—		—

(Amounts in thousands)
2011	$	1,598
2012		1,477
2013		1,477
2014		370
2015 and beyond		—
Total amortization	$	4,922

				Weighted		Weighted Average
				Average		Remaining
				Exercise		Contractual
	Shares			Price		Term (Years)

Outstanding at December 31, 2008		515,823		$	13.40		4.1
Expired		(61,071	)	$	14.31		—
Exercised		(36,100	)	$	12.64		—
Forfeited, Other		(40,557	)	$	13.97		3.6
Outstanding at December 31, 2009		378,095		$	13.26		3.7
Expired		(52,671	)	$	14.33		—
Exercised		(4,500	)	$	11.43		—
Forfeited, Other		(8,900	)	$	12.75		5.5
Outstanding at December 31, 2010		312,024		$	13.12		3.2

Options exercisable at December 31, 2010		312,024		$	13.12		3.2

	Shares			Weighted Average Grant Date Fair Value Per Share
Balance at December 31, 2008		280,775		$	6.88
Granted		111,675		$	13.78
Vested		(55,950	)	$	7.26
Forfeited		(48,075	)	$	7.36
Balance at December 31, 2009		288,425		$	9.40
Granted		173,025		$	10.75
Vested		(64,375	)	$	6.78
Forfeited		(32,275	)	$	7.48
Balance at December 31, 2010		364,800		$	10.68

	U.S. Defined Contribution		European Defined Contribution
Year ended December 31,
2010	$	3,523	$	—
2009		3,444		311
2008		4,181		324

	Defined Benefit Retirement Plans
	U.S. Plans						European Plans
	2010			2009			2010		2009
Change in benefit obligation :
Benefit obligation at beginning of year	$	2,765		$	1,797		$	—	$	2,275
Service cost		79			89			—		—
Interest cost		133			146			—		154
Benefits paid		—			—			—		(85	)
Actuarial loss (gain)		(304	)		733			—		707
Translation adjustment		—			—			—		289
Liabilities related to assets sold		—			—			—		(3,340	)
Benefit obligation at end of year	$	2,673		$	2,765		$	—	$	—

Change in plan assets :
Fair value of plan assets at beginning of year		—			—		$	—	$	2,021
Employer contributions		—			—			—		86
Actual return on plan assets		—			—			—		319
Benefits paid		—			—			—		(85	)
Translation adjustment		—			—			—		268
Assets sold		—			—			—		(2,609	)
Fair value of plan assets at end of year	$	—		$	—		$	—	$	—

Funded (unfunded) status of the plans	$	(2,673	)	$	(2,765	)	$	—	$	—

Amounts recognized in the balance sheet
Accrued postretirement benefit liabilities	$	2,673		$	2,765		$	—	$	—
Accumulated other comprehensive loss (pre-tax) related to:
Unrecognized net actuarial losses		500			829			—		—
Unrecognized prior service cost (credit)		249			359			—		—

	Incurred but Not Recognized			Reclassification Adjustment for Prior Period Amounts Recognized
Actuarial gains (losses)
SERP defined benefit plan	$	(182	)	$	15

Prior service (cost) credit
SERP defined benefit plan		—			66
	$	(182	)	$	81

	U.S. Plan Benefits

2011	$	—
2012		—
2013		—
2014		—
2015		5,621
Years 2016 – 2020		—

	Defined Benefit Retirement Plans
	U.S. Plans						Canadian Plans
	2010			2009			2010			2009
Change in Benefit Obligation :
Benefit obligation at beginning of year	$	19,355		$	18,742		$	911		$	634
Service cost		179			196			13			8
Interest cost		1,156			1,068			50			50
Benefits paid		(795	)		(997	)		(26	)		(26	)
Actuarial loss (gain)		2,274			346			(219	)		144
Translation adjustment		—			—			45			101
Benefit obligation at end of year	$	22,169		$	19,355		$	774		$	911

Funded (unfunded) status of the plans	$	(22,169	)	$	(19,355	)	$	(774	)	$	(911	)
Amounts recognized in the balance sheet
Accrued postretirement benefit liabilities	$	22,169		$	19,355		$	774		$	911
Accumulated other comprehensive (income) loss (pre-tax) related to:
Unrecognized net actuarial losses (gains)		14,548			13,622			(461	)		(249	)
Unrecognized prior service cost (credit)		(8,064	)		(17,076	)		(177	)		(186	)
Unrecognized net transition obligation (asset)		—			—			17			20

	1-Percentage- Point Increase		1-Percentage- Point Decrease
Effect on total of service and interest cost components	$	11	$	(9	)
Effect on postretirement benefit obligation	$	155	$	(132	)

Balance at January 1, 2010	$	2,300
Increase based on tax positions taken in the current year		—
Decrease based on tax positions taken in the current year		(1,084	)
Balance at December 31, 2010	$	1,216

	Revenues
	Year Ended December 31,
	2010		2009		2008
	(In thousands)
United States	$	723,628	$	635,977	$	650,498
Canada		51,515		48,896		51,886
Europe		8,296		29,984		44,205
Other Foreign		27,471		20,567		28,652
Total	$	810,910	$	735,424	$	775,241

	Long Lived Assets
	December 31,
	2010		2009		2008
	(In thousands)
United States	$	81,485	$	85,083	$	89,528
Europe		2,314		2,102		5,714
Canada		1,782		1,892		3,540
Other Foreign		1,168		1,626		605
Total	$	86,749	$	90,703	$	99,387

	December 31, 2010				December 31, 2009
	Carrying Amount		Fair Value		Carrying Amount		Fair Value

Cash and cash equivalents	$	12,135	$	12,135	$	10,618	$	10,618
Deferred compensation		5,978		5,978		5,319		5,319
Short term borrowings		65,289		65,289		58,497		58,497
Long-term debt		307		307		17,908		17,908

	Total		Real Estate		Other
2010	$	10,038	$	7,949	$	2,089
2009		9,767		7,739		2,028
2008		9,835		7,344		2,491

	2010 Quarter Ended
	Dec. 31			Sept. 30			June 30			Mar. 31
	(In thousands, except per share amounts)
Net sales	$	172,971		$	227,540		$	231,048		$	179,351
Gross profit		45,385			60,014			58,389			43,818
Earnings from continuing operations		2,675			11,097			8,061			2,867
Loss from discontinued operation, net of taxes		(431	)		(1,441	)		(372	)		(496	)
Net earnings	$	2,244		$	9,656		$	7,689		$	2,371

Net earnings from continuing operations per common share:
Basic	$	0.12		$	0.49		$	0.36		$	0.13
Diluted	$	0.12		$	0.48		$	0.35		$	0.13
Net earnings per common share:
Basic	$	0.10		$	0.43		$	0.34		$	0.11
Diluted	$	0.10		$	0.42		$	0.34		$	0.11