2005 STOCK INCENTIVE PLAN

                                                                   EXHIBIT 10.16


                           AFFINIA GROUP HOLDINGS INC.
                            2005 STOCK INCENTIVE PLAN

1.       Purpose of the Plan
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                  The purpose of the Plan (as defined below) is to aid the
Company (as defined below) and its Affiliates (as defined below) in recruiting
and retaining key employees, directors or consultants of outstanding ability and
to motivate such employees, directors or consultants to exert their best efforts
on behalf of the Company and its Affiliates by providing incentives through the
granting of Awards (as defined below). The Company expects that it will benefit
from the added interest which such key employees, directors or consultants will
have in the welfare of the Company as a result of their proprietary interest in
the Company's success.

2.       Definitions
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                  The following capitalized terms used in the Plan have the
respective meanings set forth in this Section:

                  (a) Act: The Securities Exchange Act of 1934, as amended, or
any successor thereto.

                  (b) Affiliate: With respect to any Person, any other Person,
directly or indirectly, controlling, controlled by or under common control with
such Person or any other Person designated by the Committee in which any Person
has an interest.

                  (c) Award: Any Option, Stock Appreciation Right, or Other
Stock-Based Award granted pursuant to the Plan.

                  (d) Award Agreement: Any written agreement, contract, or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.

                  (e) Board: The Board of Directors of the Company.

                  (f) Change in Control: The occurrence of any of the following
events (i) the sale or disposition, in one or a series of related transactions,
of all or substantially all of the assets of the Company to any "person" or
"group" (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Act)
other than Cypress or its controlled affiliates, (ii) any person or group, other
than Cypress or its controlled affiliates, is or becomes the "beneficial owner"
(as defined in Rules 13d-3 and 13d-5 under the Act), directly or indirectly, of
more than 50% of the total voting power of the voting stock of the Company,
including by way of merger, consolidation or otherwise and Cypress does not have
the power (by contract or otherwise) to appoint a majority of the members of the
Board, or (iii) any person or group, other than Cypress or its controlled
affiliates, is or becomes the "beneficial owner", directly or indirectly, of
more than 20% of the total voting power of the voting stock of the Company
directly or indirectly, such person or group acquires more voting power in the
Company than Cypress or its controlled affiliates combined (including voting
power held by contract) and Cypress does not have the power (by contract or
otherwise) to appoint a majority of the members of the Board.



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                  (g) Code: The Internal Revenue Code of 1986, as amended, or
any successor thereto.

                  (h) Committee: A committee of the Board designated by the
Board.

                  (i) Company: Affinia Group Holdings Inc.

                  (j) Cypress: Cypress Merchant Banking Partners II L.P.,
Cypress Merchant Banking II C.V., 55th Street Partners II L.P. and Cypress
Side-By-Side LLC.

                  (k) Effective Date: The date the Board adopts the Plan.

                  (l) Employment: (i) a Participant's employment if the
Participant is an employee of the Company or any of its Affiliates, (ii) a
Participant's services as a consultant, if the Participant is a consultant to
the Company or any of its Affiliates and (iii) a Participant's services as an
non-employee director, if the Participant is a non-employee member of the Board
or the board of directors of an Affiliate; provided however that unless
otherwise determined by the Committee, a change in a Participant's status from
employee to non-employee (other than a director of the Company or an Affiliate)
shall constitute a termination of employment hereunder.

                  (m) Fair Market Value: On a given date, (a) if there is a
public market for the Shares on such date, the average of the high and low
closing bid prices of the Shares on such stock exchange on which the Shares are
principally trading on the date in question, or, if there were no sales on such
date, on the closest preceding date on which there were sales of Shares or (ii)
if there is no public market for the Shares on such date, the fair market value
of the Shares as determined in good faith by the Board.

                  (n) ISO: An Option that is also an incentive stock option
granted pursuant to Section 6(d) of the Plan.

                  (o) Operating Company. Affinia Group Inc.

                  (p) Option: A stock option granted pursuant to Section 6 of
the Plan.

                  (q) Option Price: The purchase price per Share of an Option,
as determined pursuant to Section 6(a) of the Plan.

                  (r) Other Stock-Based Award: Any award granted under Section 8
of the Plan.

                  (s) Participant: An employee, director or consultant of the
Company or its Affiliates who is selected by the Committee to participate in the
Plan.

                  (t) Person: Any individual, firm, corporation, partnership,
limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company, governmental body or other entity of any
kind.

                  (u) Plan: Affinia Group Holdings Inc. 2005 Stock Incentive
Plan.


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                  (v) Restrictive Covenant Agreement. A Confidentiality,
Non-Competition and Proprietary Information Agreement in form approved by the
Board which, unless otherwise determined by the Board, shall be entered into by
each Participant who is issued an Award hereunder.

                  (w) Shares: Shares of common stock of the Company.

                  (x) Stock Appreciation Right: Any right granted under Section
7 of the Plan.

                  (y) Stockholders Agreement. A Management Stockholder's
Agreement in form approved by the Board which, unless otherwise determined by
the Board, shall be entered into by each Participant who is issued an Award
hereunder.

                  (z) Subsidiary: A subsidiary corporation, as defined in
Section 424(f) of the Code (or any successor section thereto), of the Company.

3. Shares Subject to the Plan
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                  The total number of Shares which may be issued under the Plan
is 227,000. The Shares may consist, in whole or in part, of unissued Shares or
treasury Shares. The issuance of Shares or the payment of cash upon the exercise
of an Award shall reduce the total number of Shares available under the Plan, as
applicable. Shares which are (i) subject to Awards (or portion thereof) that
terminate or lapse or (ii) delivered by the Participant or withheld by the
Company to pay the minimum statutory withholding rate in accordance with Section
4(d), in each case, may be granted again under the Plan.

4. Administration
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                  (a) The Plan shall be administered by the Committee, which may
delegate its duties and powers in whole or in part as it determines; provided,
however, that the Board may, in its sole discretion, take any action designated
to the Committee under this Plan as it may deem necessary.

                  (b) The Committee shall have the full power and authority to
make, and establish the terms and conditions of, any Award to any person
eligible to be a Participant, consistent with the provisions of the Plan and to
waive any such terms and conditions at any time (including, without limitation,
accelerating or waiving any vesting conditions or payment dates). Awards may, in
the discretion of the Committee, be made under the Plan in assumption of, or in
substitution for, outstanding awards previously granted by the Company or its
Affiliates or a company acquired by the Company or with which the Company
combines. The number of Shares underlying such substitute awards shall be
counted against the aggregate number of Shares available for Awards under the
Plan.

                  (c) The Committee is authorized to interpret the Plan, to
establish, amend and rescind any rules and regulations relating to the Plan, and
to make any other determinations that it, in good faith, deems necessary or
desirable for the administration of the Plan, and may delegate such authority,
as it deems appropriate. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan in the manner and to the
extent




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the Committee deems necessary or desirable. Any decision of the Committee in the
interpretation and administration of the Plan, as described herein, shall lie
within its sole and absolute good faith discretion and shall be final,
conclusive and binding on all parties concerned (including, but not limited to,
Participants and their beneficiaries or successors).

                  (d) The Committee shall require payment of any amount it may
determine to be necessary to withhold for federal, state, local, or other taxes
as a result of the exercise, grant or vesting of an Award. Unless the Committee
specifies otherwise, the Participant may elect to pay a portion or all of such
withholding taxes by (i) delivery in Shares or (ii) having Shares withheld by
the Company with a Fair Market Value equal to the minimum statutory withholding
rate from any Shares that would have otherwise been received by the Participant.

5. Limitations
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                  No Awards may be granted under the Plan after the tenth
anniversary of the Effective Date, but Awards theretofore granted may extend
beyond that date.

6. Options
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                  Options granted under the Plan shall be, as determined by the
Committee, non-qualified stock options or ISOs for federal income tax purposes,
as evidenced by the related Award Agreements, and shall be subject to the
foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:

                  (a) Option Price. The Option Price shall be determined by the
Committee, but, with respect to ISOs, shall not be less than 100% of the Fair
Market Value of the Shares on the date an Option is granted.

                  (b) Exercisability. Options granted under the Plan shall be
exercisable at such time and upon such terms and conditions as may be determined
by the Committee, but in no event shall an Option be exercisable more than ten
years after the date it is granted.

                  (c) Exercise of Options. Except as otherwise provided in the
Plan or in an Award Agreement, an Option may be exercised for all, or from time
to time any part, of the Shares for which it is then exercisable. For purposes
of this Section 6, the exercise date of an Option shall be the date a notice of
exercise is received by the Company, together with payment (or to the extent
permitted by applic