COOPER-STANDARD AUTOMOTIVE INC. NONQUALIFIED SUPPLEMENTARY BENEFIT PLAN

1.1.

Purpose . The purpose of this Plan is, as contemplated by Section 3(36) of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and as contemplated in various Employment Agreements, to compensate for the loss of

a.

retirement benefits and certain death benefits under the Cooper-Standard Automotive Inc. Salaried Retirement Plan, and/or

b.

Company Contributions under the Cooper-Standard Automotive Inc. Investment Savings Plan,

2.1.

Definitions and Terms .

(a)

“Account” means the bookkeeping account maintained on the books of the Company pursuant to Article VI for the purpose of accounting for the allocations and distributions made under the Plan.

(b)

“Accounting Date” means each business day.

(c)

“Accounting Period” means the period beginning on the day immediately following an Accounting Date and ending on the next following Accounting Date.

(d)

“Administrator” means a committee consisting of one or more persons who shall be appointed by and serve at the pleasure of the Committee.

(e)

“Affiliate” means, with respect to an entity, any entity directly or indirectly controlled, controlled by, or under common control with, such first entity within the meaning of Code Section 414(b) or (c); provided that for purposes of determining if a Participant has incurred a Separation from Service, the phrase “at least 50 percent” shall be used in place of the phrase “at least 80 percent” each place it appears therein or in the regulations thereunder.

(f)

“Beneficiary” means the person or persons (natural or otherwise) designated or deemed to be designated by the Participant pursuant to Article VIII to receive benefits payable under the Plan in the event of Participant’s death.

(g)

“Board” means the Board of Directors of the Company.

(h)

“Change of Control” means the occurrence of any of the following events:

(1)

the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of CSA to any “person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than Permitted Holders; or

(2)

any person or group, other than Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of greater than or equal to 50% of the total voting power of the voting stock of CSA, including by way of merger, consolidation or otherwise, except where one or more of the Sponsors and/or their respective Affiliates, immediately following such merger, consolidation or other transaction, continue to have the ability to designate or elect a majority of the Board (or the board of directors of the resulting entity or its parent company).

(i)

“ Committee ” shall mean the Compensation Committee of the Board.

(j)

“Company” means the Cooper-Standard Automotive Inc., an Ohio corporation, and any subsidiary thereof which may be added to this Plan by action of the Board of Directors, and any successor or successors thereto.

(k)

“Cooper-Standard Automotive Inc. Salaried Retirement Plan” means the Cooper-Standard Automotive Inc. Salaried Retirement Plan, as amended or restated from time to time.

(l)

“Cooper-Standard Automotive Inc. Investment Savings Plan” means the Cooper-Standard Automotive Inc. Investment Savings Plan, as amended or restated from time to time.

(m)

“CSA” means Cooper-Standard Holdings Inc., formerly known as CSA Acquisition Corp.

(n)

“Employee” means any employee of the Company or an Affiliate who is, as determined by the Administrator, a member of a “select group of management or highly compensated employees” of the Company, within the meaning of ERISA, and who is designated by the Administrator as eligible to participate in the Plan.

(o)

“Participant” means any employee who is a participant in the Cooper-Standard Automotive Inc. Salaried Retirement Plan (or who would have met participation requirements under the Cooper-Standard Automotive Inc. Salaried Retirement Plan were it not for the amendment closing participation for employees hired on or after January 1, 2009) and/or is a participant in the Cooper-Standard Automotive Inc. Investment Savings Plan who has been designated as a member of a select group of management and highly compensated employees eligible to participate in this Plan, and whose aggregate benefits therefrom are limited by (i) Section 415, Section 401(a)(17), Section 401(k) or Section 401(m) of the Code or Section 2004(d) of ERISA or (ii) certain provisions in the qualified plans.

(p)

“Plan” means this Cooper-Standard Automotive Inc. Nonqualified Supplementary Benefit Plan, as amended or restated from time to time. This Plan was split-off from the Cooper Tire & Rubber Company Nonqualified Supplementary Benefit Plan, effective December 23, 2004.

(q)

“ Plan Year” means the 12-month period beginning January 1 and ending December 31, with a first short plan year from December 23, 2004 to December 31, 2004.

(r)

“Retirement” or “Retirement Date” means the later of (i) termination of employment with the Company and its Affiliates or (ii) attainment of the age and service necessary to qualify for early or normal retirement under the Cooper-Standard Automotive Inc. Salaried Retirement Plan.

(s)

“Retirement Committee” has the meaning set forth in Article XIV of the Cooper-Standard Automotive Inc. Investment Savings Plan.

(t)

“Separation from Service” means the date on which a Participant terminates employment from the Company and its Affiliates, or if the Participant continues to provide services, following his or her termination of employment, within the meaning of Code Section 409A, from the Company and its Affiliates. Specifically, if a Participant continues to provide services to the Company or an Affiliate in a capacity other than as an employee, such shift in status is not automatically a Separation from Service. A Participant will be treated as having terminated employment from the Company and its Affiliates in accordance with the following procedures:

(1)

If a Participant takes a leave of absence from the Company or an Affiliate for purposes of military leave, sick leave or other bona fide leave of absence, the Participant’s employment will be deemed to continue for the first six (6) months of the leave of absence, or if longer, for so long as the Participant’s right to reemployment is provided either by statute or by contract; provided that if the leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than six (6) months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the leave may be extended for up to twenty-nine (29) months without causing a termination of employment. If the period of the leave exceeds the applicable time period set forth above, and the Participant’s right to reemployment is not provided by either statute or contract, the Participant will be considered to have terminated employment on the first day after the end of the applicable period set forth above.

(2)

If a Participant’s level of bona fide services for the Company and its Affiliates permanently decreases to twenty percent (20%) or less of the average level of bona fide services performed by the Participant (whether as an employee or independent contractor) for the Company and its Affiliates over the immediately preceding thirty-six (36) month period (or such lesser period of services), the Participant will be presumed to have terminated employment.

(3)

If a Participant’s level of bona fide services for the Company and its Affiliates continues at fifty percent (50%) or greater of the average level of bona fide services performed by the Participant (whether as an employee or independent contractor) for the Company and its Affiliates over the immediately preceding thirty-six (36) month period (or such lesser period of services), the Participant will be presumed to have continued in employment.

(u)

“Specified Employee” means a Participant who, as of the date of his or her Separation from Service, is a key employee (as defined in Code Section 416(i), but without regard to Code Section 416(i)(5)) of the Company or an Affiliate any of the stock of which is publicly traded on an established securities market. A Participant is a key employee under Code Section 416(i) if the employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii), applied in accordance with the regulations under Code Section 416, but disregarding Code Section 416(i)(5), at any time during the 12-month period ending on an identification date. If a person is a key employee as of an identification date, the person is treated as a key employee for the 12-month period beginning on the first day of the fourth (4th) month following the identification date. The identification date for the Plan shall be September 30 of each year. Thus, an employee who satisfies the foregoing requirements for key employee status as of September 30 of a year shall be treated as a key employee for the following calendar year.

(v)

“Sponsors” means Cypress Merchant Banking Partners II L.P., Cypress Merchant Banking II C.V., 55th Street Partners II L.P., Cypress Side-By-Side LLC, GS Capital Partners 2000, L.P., GS Capital Partners 2000 Offshore, L.P., GS Capital Partners 2000 Gmbh & Co. Beteiligungs KG, GS Capital Partners 2000 Employee Fund, L.P. and Goldman Sachs Direct Investment Fund 2000, LP.

(w)

“Supplemental Retirement Benefit” means that benefit described in Section 4.1.

(x)

“ Supplemental Savings Plan Benefit” means that benefit described in Section 4.2.

(y)

“Unforeseeable Emergency” means a severe financial hardship of the Participant, resulting from any of the following:

(1)

an illness or accident of the Participant, his or her spouse or the Participant’s dependent or dependents (as defined in Code Section 152(a));

(2)

a loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to such home not otherwise covered by insurance, for example, as a result of a natural disaster); or

(3)

other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, as determined by the Administrator.

2.2

Construction . Wherever any words are used in the masculine, they shall be construed as if they were used in the feminine in all cases where they would so apply; and wherever any words are used in the singular or the plural, they shall be construed as through they were used in the plural or singular, as the case may be, in all cases where they would so apply. Titles of articles and sections are for general information only, and the Plan is not to be construed by reference to such items. The words “hereof,” herein,” and hereunder,” and other similar compounds of the word “here” shall mean and refer to the entire Plan, and not to any particular provision or Section.

3.1

Eligibility and Participation .

(a)

Eligibility . Eligibility to participate in the Plan for any Plan Year is limited to those management and/or highly compensated Employees who are designated, from time to time, by the Administrator.

(b)

Termination of Participation . Participation in the Plan shall continue as long as the Participant is eligible to receive benefits under the Plan.

3.2.

Ineligible Participant . Notwithstanding any other provisions of this Plan to the contrary, if the Administrator determines that any Participant may not qualify as a “management or highly compensated employee” within the meaning of ERISA or regulations thereunder or otherwise determines that the Participant is no longer eligible to participate, the Administrator may determine, in its sole discretion, that such Participant shall cease to be eligible to participate in this Plan.

4.1.

Amount of Supplemental Retirement Benefit .

(a)

Amount of Supplemental Retirement Benefit for Grandfathered Participants . If a Participant is considered to be a “Grandfathered Participant” under Section 1.02 in the Cooper-Standard Automotive Inc. Salaried Retirement Plan, then the amount of Supplemental Retirement Benefit that a Participant or beneficiary is to receive under this Plan is the amount of benefit which such Participant or beneficiary would be entitled to receive under the Cooper-Standard Automotive Inc. Salaried Retirement Plan as a Grandfathered Participant, as if such benefit were computed without giving effect to the limitations imposed by Section 415 and Section 401(a)(17) of the Code and Section 2004(d) of ERISA, less the amount of actual benefit to be paid from the Cooper-Standard Automotive Inc. Salaried Retirement Plan as a Grandfathered Participant.

(b)

Amount of Supplemental Retirement Benefit for Non-Grandfathered Participants . The amount of Supplemental Retirement Benefit payable under this Plan to a Non-Grandfathered Participant or beneficiary (who therefore accrues on a cash balance basis under this Plan) shall be equal to:

(i)

The amount of benefit which such Non-Grandfathered Participant or beneficiary would accrue on a cash balance basis under the Cooper-Standard Automotive Inc. Salaried Retirement Plan as if such benefit were computed without giving effect to the limitations imposed by Section 415 or Section 401(a)(17) of the Code and Section 2004(d) of ERISA, and for years beginning on or after January 1, 2006, based on twice the Participant’s Compensation, as such term is defined in Section 1.02 of the Cooper-Standard Automotive Inc. Salaried Retirement Plan, but without giving effect to the aforementioned limitations imposed by Section 415 or Section 401(a)(17) of the Code and ERISA Section 2004(d), less

(ii)

The amount of benefit which such Non-Grandfathered Participant or beneficiary actually accrues on a cash balance basis under the Cooper-Standard Automotive Inc. Salaried Retirement Plan.

(c)

Amount of Supplemental Retirement Benefit for Participants With Employment Contracts at December 31, 2001 . For those Participants with employment contracts as of December 31, 2001, the amount of Supplemental Retirement Benefit computed under the Plan shall be: (1) the Participant’s cash balance benefit as computed in Section 4.1(b) above, plus (2) [ (a) the final average pay

benefit determined under the Cooper Tire & Rubber Company Salaried Employees’ Retirement Plan (computed without giving effect to amendments to the Cooper Tire & Rubber Company Salaried Employees’ Retirement Plan effective on January 1, 2002 that changed the rate of future benefit accruals), minus (b) the monthly equivalent of the Participant’s cash balance benefit as computed in 4.1(b) above, minus (c) the monthly equivalent of the cash balance benefit under the Cooper-Standard Automotive Inc. Salaried Retirement Plan]. Service and compensation from such Participant’s immediately previous employer shall be considered for benefit computation purposes.

(d)

No Duplication of Benefits . Notwithstanding the foregoing, however, no retirement benefits shall be paid under this Plan to or with respect to any Participant who receives a payment, under an agreement with the Company (or any successor to the Company) or under any plan, program or arrangement of the Company (or any successor of the Company), the amount of which is calculated to be the actuarial equivalent of the retirement benefit that the Participant has accrued (prior to such payment) under this Plan.

4.2.

Amount of Supplemental Savings Plan Benefit .

a.

Six percent (6%) of the Participant’s Compensation, as that term is defined in Article I, Section 12 of the Cooper-Standard Automotive Inc. Investment Savings Plan, but without regard to the limitations imposed by Section 415 or Section 401(a)(l7) of the Code and Section 2004(d) of ERISA, less

b.

The amount of Company Contributions actually credited (or deemed to be credited on or after January 1, 2009) to the Participant’s account in such year under Article IV of the Cooper-Standard Automotive Inc. Investment Savings Plan.

4.3.

Investment Return on Supplemental Savings Plan Benefits . The investment return to be included in the calculation of benefits under Section 4.2 shall begin to accrue with respect to Supplemental Savings Plan Benefits determined for any year on the first business day in January in the following year and shall be deemed to be invested in the prevailing stable value fund or under any other method designated by the Employer.

4.4.

Limitation on Benefits . In applying Section 415, Section 401(a)(17), Section 401(k) and Section 401(m) of the Code and Section 2004(d) of ERISA, all contributions to all defined contribution plans are taken into account.

5.1.

Supplemental Benefits are Unfunded . Payment of supplemental benefits hereunder shall be accomplished by means of unfunded payments directly from the Company or from any grantor trust established by the Company to fund such payments.

5.2

Payment of Deferred Vested Supplemental Benefits which were Vested at December 31, 2004 . Supplemental Retirement Benefits and Supplemental Savings Plan Benefits that were vested at December 31, 2004 for participants who had terminated employment prior to December 31, 2004 (“Deferred Vested Supplemental Benefits” ), shall be considered “grandfathered” for Code Section 409A purposes and hence not subject to Code Section 409A. As such, the time and form of payment of such benefits do not need to be amended to comply with Code Section 409A and will continue as provided for in this Plan as of December 31, 2004.

5.3.

Paymen