Amended and Restated Employment Agreement

A.

The Executive and United Aftermarket, Inc., a predecessor to the Company, previously entered into that certain Employment Agreement, dated April 18, 2003 (the “Old Agreement”).

B.

The Executive and Company desire to amend certain terms of the Old Agreement by entering into this Agreement.

C.

The Executive desires to provide services to the Company on the terms herein provided.

(a)

“ Affiliate ” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act. Affiliates of Carlyle Partners III, L.P., a Delaware limited partnership, shall include all Persons directly or indirectly controlled by TC Group, LLC, a Delaware limited liability company.

(b)

“ Annual Base Salary ” shall have the meaning set forth in Section 3(a) .

(c)

“ Board ” shall mean the Board of Directors of the Company or Parent.

(d)

The Company shall have “ Cause ” to terminate the Executive’s employment hereunder upon:

(iv)

Executive’s fraud or personal dishonesty involving the Company’s assets (but excluding expense reimbursement disputes as to which Executive had a reasonable good faith belief that his conduct was within the policies of the Company); or

(v)

the Executive’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing the Executive’s duties and responsibilities under this Agreement.

(j)

“ Exchange Act ” shall mean the Securities and Exchange Act of 1934, as amended.

(k)

“ Executive ” shall have the meaning set forth in the preamble hereto.

(l)

“ Executive Bonus Plan ” shall have the meaning set forth in Section 3(b) .

(m)

“ First Payment Date ” shall have the meaning set forth in Section 5(g) .

(n)

(i) The Executive shall have “ Good Reason ” to resign his employment upon the occurrence of any of the following:

(ii)

The Executive may not resign his employment for Good Reason unless:

(o)

“ Inventions ” shall have the meaning set forth in Section 8 .

(p)

“ Notice of Termination ” shall have the meaning set forth in Section 4(b) .

(q)

“ Parent ” shall mean UCI Holdco, Inc.

(r)

“ Person ” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

(s)

“ Principal Stockholders ” shall mean Carlyle Partners III, L.P., a Delaware limited partnership, or any of its Affiliates.

(t)

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

(u)

“ Term ” shall have the meaning set forth in Section 2(b) .

(v)

“ Termination of Employment ” shall mean the time when the engagement of the Executive as an employee of the Company terminates, but excluding terminations where there is simultaneous commencement by the Executive of a relationship with the Company or any of its affiliates as an employee. In no event shall a “Termination of Employment” occur under this Agreement until the Executive incurs a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h).

(a)

The Company shall employ the Executive and the Executive shall enter the employ of the Company, for the period set forth in Section 2(b) , in the position set forth in Section 2(c) , and upon the other terms and conditions herein provided.

(b)

The initial term of employment under this Agreement (the “ Initial Term ”) shall be for the period beginning on the Effective Date of this Agreement and ending on the first anniversary thereof, unless earlier terminated as provided in Section 4 . The employment term hereunder shall automatically be extended for successive one-year periods (“ Extension Terms ” and, collectively with the Initial Term, the “ Term ”) unless either party gives notice of non-extension to the other no later than 90 days prior to the expiration of the then-applicable Term.

(c)

Position and Duties .

(a)

Annual Base Salary . During the Term, the Executive shall receive a base salary at a rate of $465,000 per annum, which shall be paid in accordance with the customary payroll practices of the Company, subject to any increase as determined by the Compensation Committee in its sole discretion (the “ Annual Base Salary ”). Annual Base Salary may be increased, but not decreased, from time to time by the Board.

(b)

Annual Bonus . During the Term, the Executive will participate in an annual performance-based bonus plan (“ Executive Bonus Plan ”) established by the Compensation Committee at a target level of 80% of his Annual Base Salary (“ Target Level ”), and a maximum of 150% of Annual Base Salary. Such bonus shall be payable at such time as bonuses are paid to other senior executive officers who participate therein, provided however, that such bonus shall be paid in the Executive’s taxable year following the Company’s fiscal year to which such bonus applies. Notwithstanding the foregoing, with respect to each of the Company’s fiscal years that ends during the Term, the amount of the Executive’s annual bonus payable pursuant to such plan shall be determined as set forth on Exhibit A .

(c)

Equity Participation . During the Term, the Executive shall be entitled to participate in the Amended and Restated Equity Incentive Plan of Parent (the “Plan”), and shall be granted such awards under the Plan as determined in the discretion of the Board.

(d)

Benefits . The Executive shall be entitled to participate in employee benefit plans, programs and arrangements of the Company which are applicable to the senior officers of the Company at a level commensurate with the Executive’s position.

(e)

Relocation Expenses . If the Company requires the Executive to relocate his place of residence outside of the Greater Atlanta area during the Term, the Company shall reimburse Executive for any of the following expenses to the full extent reasonable: (i) real estate broker commissions and attorney fees associated with the sale of his former residence and purchase of a new residence, (ii) moving expenses (as defined in Section 217(b) of the Internal Revenue Code (the “ Code ”)), and (iii) to the extent approved by the Board, necessary temporary lodging for the Executive and his family, provided that the Executive shall properly account for such expenses in accordance with the Company’s policies and procedures.

(a)

Circumstances .

(b)

Notice of Termination . Any termination of the Executive’s employment by the Company or by the Executive under this Section 4 (other than termination pursuant to paragraph (a)(i)) shall be communicated by a written notice to the other party hereto indicating the specific termination provision in this Agreement relied upon, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and specifying a Date of Termination which, if submitted by the Executive, shall be at least 30 days following the date of such notice (a “ Notice of Termination ”) provided, however, that the Company may, in its sole discretion, change the Date of Termination to any date following the Company’s receipt of the Notice of Termination. A Notice of Termination submitted by the Company may provide for a Date of Termination on the date the Executive receives the Notice of Termination, or any date thereafter elected by the Company in its sole discretion. The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(c)

Company obligations upon Termination of Employment . Upon a Termination of Employment, the Executive (or the Executive’s estate) shall be entitled to receive a lump sum equal to the Executive’s Annual Base Salary through the Date of Termination not theretofore paid, any bonus if declared or earned but not yet paid for a completed fiscal year, any expenses owed to the Executive, any accrued vacation pay owed to the Executive, and any amount arising from the Executive’s participation in, or benefits under any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements.

(a)

Termination for Cause, Resignation without Good Reason or upon Non-extension by the Executive . If the Executive experiences a Termination of Employment pursuant to Sections 4(a)(iii) for Cause, Section 4(a)(vi) without Good Reason, or pursuant to Sections 4(a)(viii) due to Non-extension of the Agreement by the Executive, the Executive shall not be entitled to any Severance (other than as expressly provided for herein or under any benefit plan).

(b)

Termination of Employment upon death or Disability . If the Executive experiences a Termination of Employment pursuant to Section 4(a)(i) due to the Executive’s death, or pursuant to Section 4(a)(ii) due to the Executive’s Disability, the Company shall pay to the Executive (or the Executive’s estate):