Corporate Governance Guidelines

I. Purpose

The Board of Directors (the “Board”) of Affinia Group Inc. (together with its subsidiaries, the “Company”) has adopted these Corporate Governance Guidelines (these “Guidelines”), which reflect the Board’s commitment to monitor the effectiveness of policy and decision-making both at the Board and management level. The Board believes these Guidelines should be an evolving set of corporate governance principles, subject to amendment from time to time as circumstances warrant.

II. Duties of the Board

The primary responsibility of the Board is to oversee and monitor the Company's management for the benefit of the Company's stockholders.  To that end, some of the duties of the Board (acting through its committees in certain instances) are as follows:

· overseeing the conduct of the Company’s business to evaluate whether it is being properly managed;

· reviewing and, where appropriate, approving the Company’s major financial and business strategies,      objectives, plans and actions;

· reviewing and, where appropriate, approving major changes in auditing and accounting principles and practices to be used in the preparation of the Company’s financial statements;

· regularly evaluating the performance and approving the compensation of the Chief Executive Officer (the “CEO”) and, with the advice of the CEO, regularly evaluating the performance of other members of senior management; and

· planning for succession with respect to the position of the CEO and monitoring the Company’s succession plan for other members of senior management.

While not limiting their obligations under applicable law, directors, in their capacity as such, are expected to use their reasonable business judgment in overseeing the management of the Company.  However, the Board is not expected to manage the Company on a day-to-day basis nor guarantee in any way the management or operations of the Company.

III. Executive Selection and Succession Planning

The Board deems as one of its most critical functions the selection of a Chairman of the Board (the “Chairman”), CEO and senior management team consisting of talented and skilled people who fit in the Company's culture, understand its business strategy and inspire others to follow their lead. To that end, the Board periodically reviews with the CEO a senior executive succession plan tailored to reflect the Company’s business strategy and vision. The senior executive succession plan involves reviewing profiles of ideal candidates based on the Board’s understanding of the Company’s strategy and vision, and identifying successors for senior executive positions.  In implementing its executive succession plan, the Board believes that, at its core, succession planning (a) is a Board-driven, collaborative process; (b) is a continuous process; (c) should be driven by corporate strategy; and (d) involves building a talent-rich organization by attracting and developing talented and skilled people.

In the event of the death, resignation or incapacity of the Chairman and/or the CEO, the Board shall immediately call a meeting to address the selection of a temporary or permanent replacement for either or both positions.  The Board may delegate the responsibilities with respect to the foregoing process to the Nominating Committee or another committee established by the Board for such purpose.

When the CEO or the Chairman resigns or retires, the status of such individual as a continuing member of the Board (to the extent such individual is a member of the Board) will be addressed by the Board at the time of such resignation or retirement.

IV. Board Committees

Subject to applicable law, the Board has the authority to establish committees for any purpose it deems appropriate.  The Board currently has the following standing committees:  Audit, Compensation, and Nominating.

The Audit Committee is responsible for assisting the Board in monitoring the integrity of the financial statements; monitoring compliance with legal and regulatory financial accounting requirements; monitoring the independent auditor’s qualifications, performance and independence; and monitoring the performance of the Company’s internal audit function and internal auditors.  The Audit Committee shall also have any other responsibilities required to be performed by the Audit Committee pursuant to applicable law.  The Audit Committee will also provide an avenue of communication among the Board, independent auditors, senior management and internal auditors.

The Compensation Committee is responsible for discharging the Board’s responsibilities relating to compensation of the Company’s directors and executive officers.  The Compensation Committee has overall responsibility for approving and evaluating the Company’s director and executive officer compensation plans, policies and programs.    

Nominating Committee is responsible for identifying individuals qualified to become members of the Board; recommending to the Board director nominees for election at the next annual meeting of the stockholders of the Company; in the event of a vacancy on or increase in the size of the Board, recommending to the Board a director nominee to fill such vacancy or newly established Board seat; and recommending to the Board director nominees for each committee of the Board, in each case consistent with the terms and conditions of the Stockholders Agreement, dated as of November 30, 2004, by and among Affinia Group Holdings Inc., certain affiliates of Cypress, Ontario Municipal Employees Retirement Board, The Northwestern Mutual Life Insurance Company, California State Teachers’ Retirement System, and Stockwell Fund, L.P. (the “Stockholders Agreement”).  The Nominating Committee is also responsible for reviewing and recommending to the Board any proposed changes to these Guidelines and to the Company’s Code of Business Conduct and Ethics.

The Board shall approve committee assignments, including committee chairs. In so doing, the Board shall act in a manner consistent with the Stockholders Agreement and also consider the desires of individual directors and the recommendations of the Nominating Committee.

The committee chairs shall determine the frequency of meetings of their respective committees consistent with any requirements contained in each such committee’s charter, and, in consultation with management, shall set meeting times and develop committee agendas.

Committees of the Board shall have access to outside legal counsel, accountants, compensation consultants, investment bankers, or other independent consultants or advisors (at the Company’s expense), whose expertise is deemed essential to carrying out the committees’ respective missions.

V. Board Meetings

The Chairman shall establish the agenda for the Board’s meetings. Any member of the Board may, however, recommend the inclusion of specific agenda items. Such recommendations shall be accommodated unless it is not practicable to do so.

Materials important to the Board’s understanding of agenda items shall be distributed to the members of the Board, in a timely manner, before the Board meets. These materials shall be informative but concise. Each member of the Board shall review distributed materials prior to each meeting of the Board. Members of the Board are also encouraged to keep themselves informed of the Company’s affairs between Board meetings through review of the Company’s periodic reports.

Members of the Board are expected to attend each meeting of the Board, either in person or telephonically.

Members of senior management or other persons who are not members of the Board may attend and participate in the Board’s meetings at the invitation of the Chairman.

VI. Board Access to Senior Management and Independent Advisors

Members of the Board shall have complete access to senior management of the Company and, as appropriate, independent advisors. The Board’s contact with such individuals shall be handled in a manner that would not be disruptive to the Company’s business operations. It is encouraged that any non-routine written communications emanating from such contact should be copied to the CEO.  However, the Board recognizes that Board members may, and in some circumstances should, respect the privacy of the persons communicating with the Board and treat such communications confidentially.

The Board encourages the CEO to invite members of senior management or other key personnel of the Company to Board and committee meetings: (a) to provide additional insight on items being discussed because of their personal involvement in such areas; and/or (b) to provide Board exposure to individuals with outstanding management potential.

VII. Compensation For Directors

Any compensation of members of the Board shall be established in accordance with applicable legal and regulatory requirements.  Only directors who are independent directors shall receive remuneration for their service as directors on the Board and as members of any committee of the Board.  Non-management directors shall receive no additional remuneration from the Company beyond that provided to such individuals for their service as directors on the Board and as members of any committee of the Board.  All directors shall be entitled to receive reimbursement for expenses incurred to attend any meeting of the Board or any committee of the Board.

The Compensation Committee shall periodically review the Company’s principles for determining the form and amount of non-management director compensation, as appropriate.  Any changes to Board compensation shall arise from recommendations of the Compensation Committee, with full discussion and concurrence by the Board.

VIII. Board Composition and qualifications

The Board believes that it should generally have no less than the minimum and no more than the maximum number of directors provided for in the Company’s by-laws to allow for a diversity of experience without hindering effective discussion or diminishing individual accountability.

Directors should possess high personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the stockholders.  They must also have an inquisitive and objective perspective, practical wisdom and mature judgment.  Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed to serve on the Board for an extended period of time.  Directors shall offer their resignation in the event of a change in their principal employment responsibilities.

The Nominating Committee shall solicit and receive recommendations, and review qualifications of, potential candidates to serve on the Board.  The Nominating Committee shall recommend to the full Board candidates for election to the Board.

The Nominating Committee, after consultation with the Chairman and other members of the Board, shall review periodically the particular attributes that would be most beneficial to the Company in future Board nominees. This assessment shall include, but not be limited to, issues such as integrity, competence, experience, commitment, diversity and collegiality.

The Board recognizes that it is valuable to the Company that members of the Board have experience in the industry in which the Company operates.  Accordingly, subject to applicable law, a member of the Board may serve as a member of a board of directors, a board of managers, or an advisory committee of, or as an officer of, or other stakeholder in, another entity (other than a direct competitor of the Company) operating in the same industry as the Company and, absent an express determination by the Board to the contrary, be deemed an independent director of the Company.

Any officer of the Company who also serves as a director shall tender such officer’s resignation to the Board upon any termination of such officer’s employment by the Company.  The Board will decide at such time whether the resignation from the Board is accepted.

IX. Director Orientation and Continuing Education

In order to promote director effectiveness, senior management shall conduct an informal orientation process for new directors that includes information on the Board’s policies and procedures, written materials concerning the Company and its operations, meetings with senior management, and visits to the Company’s offices and facilities.  Recently appointed directors are encouraged to advise the Secretary of the Company as to the effectiveness of these materials and suggest any changes.

Senior management shall periodically distribute materials to the Board regarding developments of the Company and the industry in which the Company does business in order to continue each director’s education with respect to such director’s service on the Board.

Directors are encouraged to participate, at the Company’s expense, in continuing director education programs.

X. Termination of Board Membership

The Board does not believe limits on the number of terms that a director may serve are appropriate at the Company. While mandatory turnover would provide fresh viewpoints to the Board, term limits have the disadvantage of losing the contribution of directors who have a unique insight into the business of the Company and its operations.  The Board believes it would be unwise to discard such value through the automatic termination of a director’s Board membership.  However, the Board does believe that a mandatory retirement age for directors is appropriate and has adopted the policy that an individual may not stand for election or reelection to the Board if such individual has reached 75 years of age.

XI. Evaluation of the CEO

The CEO shall be expected to report annually to the Compensation Committee on the CEO’s goals and objectives for the ensuing year, and also to report annually on the level of achievement of the preceding year’s goals and objectives. The Chairman of the Compensation Committee may solicit input from the non-management members of the Board, through a written questionnaire or otherwise, in advance of such report.  All independent members of the Board shall be invited to those particular Compensation Committee meetings, and all shall have the opportunity to participate in any appropriate follow-up meetings or discussions.

The non- management members of the Board shall participate in the evaluation of the CEO.  Both objective and subjective criteria shall be used, including but not limited to: (a) the Company’s financial performance; (b) accomplishment of the Company’s long-term strategic objectives; (c) succession planning; (d) the development of senior management of the Company; and (e) other criteria as determined by the Board from time to time.

XII. Board Evaluation

The Board shall engage in a self-evaluation annually to determine whether it and its committees are functioning effectively.  This evaluation shall be of the Board as a collective body and not of directors on an individual basis. The evaluation of the Board shall be administered by the Nominating Committee and evaluation results shared with the full Board for their discussion and deliberation following the end of each fiscal year.

XIII. Executive Sessions

 In order to enable non-management directors of the Company to be a more effective check on management of the Company, the non-management directors of the Company shall meet regularly in executive session of the Board without management present (“Non-Management Sessions”).  Such Non-Management Sessions shall be conducted in accordance with any applicable laws then in effect, and the identification of non-management directors shall be made in accordance with any applicable laws.  The Chairman of the Board (so long as the Chairman is not the CEO of the Company) shall serve as the presiding director (the “Presiding Director”) at such Non-Management Sessions.  The non-management directors may meet without management present at such other times as determined by the Presiding Director.

XIV. Communications with the Board, Non-Management Directors and Audit Committee

The Board believes it would be useful to make these Guidelines available to stockholders and other constituents and requests that management do so in whatever manner is most feasible.

Interested parties may send communications to the Board by writing to the Board at Affinia Group Inc., 1101 Technology Drive, Suite 100, Ann Arbor, Michigan 48108, U.S.A., Attention:  General Counsel. 

If an interested party wishes to communicate directly with the Company's non-management directors or the chairman of the Audit Committee regarding any matter, including any accounting, internal accounting or auditing matter, such party can communicate his or her concerns confidentially to the Audit Committee or the Presiding Director.  Any submissions to the Audit Committee or the Presiding Director should be marked confidential and addressed to:  Chairman of the Audit Committee or the Presiding Director, as the case may be, c/o Affinia Group Inc., 1101 Technology Drive, Suite 100, Ann Arbor, Michigan 48108, U.S.A.  The submission should contain, to the extent possible, a full and complete description of the matter, the parties involved, the date of the occurrence or, if the matter is ongoing, the date the matter was initiated and any other information that the reporting party believes would assist the Audit Committee or the Presiding Director in the investigation of such matter.

XV. Review and Changes to the Guidelines

The Nominating Committee shall be responsible for reviewing these Guidelines not less than annually and recommending any proposed changes to the Board for approval.

Effective     March 12, 2007