AGREEMENT AND PLAN OF MERGER

Exhibit 10.1

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

BY AND BETWEEN

KEYSTONE AUTOMOTIVE DISTRIBUTORS, INC.

AND

KEYSTONE AUTOMOTIVE DISTRIBUTORS COMPANY, LLC

dated as of March 31, 2006

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made this 31st day of March, 2006 by and between Keystone Automotive Distributors, Inc., a Pennsylvania corporation (“Corporation”), and Keystone Automotive Distributors Company, LLC, a Delaware limited liability company (“LLC”).

RECITALS

WHEREAS, both Corporation and LLC are wholly owned subsidiaries of Keystone Automotive Operations, Inc., a Pennsylvania corporation;

WHEREAS, the board of directors of Corporation deems it advisable and in the best interests of Corporation and its sole shareholder that Corporation merge with and into LLC upon the terms and conditions set forth herein;

WHEREAS, the board of directors of Corporation and the sole member of LLC have approved this Agreement and the Merger; and

WHEREAS, the board of directors of Corporation has directed that this Agreement be submitted to its sole shareholder for consideration.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, the parties, intending to be legally bound, agree as follows:

1. Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with Section 1924 of the Pennsylvania Business Corporation Law (the “PBCL”) and Section 18-209 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”), Corporation shall be merged with and into LLC at the Effective Time (the “Merger”).

2. Effective Time. The Merger shall become effective at the time and on the date of the later of: (i) the filing of a certificate of merger with the Secretary of State of the State of Delaware in accordance with the provisions and requirements of the Delaware LLC Act (the “Certificate of Merger”), (ii) the filing of articles of merger with the Secretary of State of the Commonwealth of Pennsylvania in accordance with the provisions and requirements of the PBCL (the “Articles of Merger”), and (iii) such time and date as may be set forth in the Certificate of Merger and Articles of Merger (the “Effective Time”).

3. Effect of Merger. At the Effective Time, the separate legal existence of Corporation shall cease and LLC shall be the surviving entity (the “Surviving Company”). The consummation of the Merger shall have the effects set forth in this Agreement and the applicable provisions of Section 1929 of the PBCL and Section 18-209(g) of the Delaware LLC Act with respect to a merger of a non-Delaware corporation with and into a Delaware limited liability company such that, among other things, all of the property, rights, interests and other assets of Corporation shall be transferred to and vested in the Surviving Company and the Surviving Company shall assume all of the liabilities of Corporation.

-2-

4. Treatment of Shares and Interests. As of the Effective Time, by virtue of the Merger and without any action of the part of Corporation, LLC, or the sole shareholder or sole member, respectively, thereof:

(a) all shares of Corporation issued and outstanding immediately prior to the Effective Time shall be cancelled, extinguished and converted into the right to receive an aggregate amount of $1.00;