THE EXECUTIVE NONQUALIFIED EXCESS PLAN SM ADOPTION AGREEMENT

2.6          Committee:  The duties of the Committee set forth in the Plan shall be satisfied by:

XX

(a)

The administrative committee of at least three individuals appointed by the Board to serve at the pleasure of the Board.

___

(b)

Employer.

___

(c)

Other (specify):                                                                      .

2.7          Compensation:  The “Compensation” of a Participant shall mean all of a Participant’s:

XX

(a)

Base salary.

XX

(b)

Service Bonus.

XX

(c)

Performance-Based Compensation earned in a period of 12 months or more.

XX

(d)

Commissions.

XX

(e)

Compensation received as an Independent Contractor reportable on Form 1099.

___

(f)

Other:                                                                      . 

2.8          Crediting Date:  The Deferred Compensation Account of a Participant shall be credited with the amount of any Salary Deferral Credits to such account at the time designated below:

___

(a)

The last business day of each Plan Year.

___

(b)

The last business day of each calendar quarter during the Plan Year.

___

(c)

The last business day of each month during the Plan Year.

___

(d)

The last business day of each payroll period during the Plan Year.

___

(e)

Each pay day as reported by the Employer.

XX

(f)

Any business day on which Salary Deferral Credits are received  by the Provider.

___

(g)

Other:                                                                      .

2.12

Effective Date:

XX

(a)

This is a newly-established Plan, and the Effective Date of the Plan is June 2, 2005.

___

(b)

This is an amendment and restatement of a plan named                                                   with an effective date of                    .
The Effective Date of this amended and restated Plan is                        .
This is amendment number                        .

2.18

Normal Retirement Age:  The Normal Retirement Age of a Participant shall be:

XX

(a)

Age 65.

___

(b)

The later of age           or the                           anniversary of the participation commencement date.  The participation commencement date is the first day of the first Plan Year in which the Participant commenced participation in the Plan.

___

(c)

Other:                                                                      .

2.20

Participating Employer(s):  As of the Effective Date, the following Participating Employer(s) are parties to the Plan:

Name of Employer

Address

Telephone No.

EIN

Aftermarket Technology Corp.

▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇

630-271-8100

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▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇  ▇▇▇▇▇

Aaron’s Automotive Products, Inc.

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▇▇-▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Autocraft Industries, Inc.

▇▇▇▇ ▇. ▇▇▇▇

▇▇-▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇  ▇▇▇▇▇

ATC Information Services, Inc.

▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇ ▇▇▇

▇▇-▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇  ▇▇▇▇▇

ATC Logistics & Electronics, L.P.

▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇

▇▇-▇▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇, ▇▇  ▇▇▇▇▇

PROFormance Powertrain
Products, Inc.

▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇

▇▇-▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇

2.22

Plan:  The name of the Plan as applied to the Employer is

The Executive Nonqualified Excess Plan of Aftermarket Technology Corp.

2.23

Plan Administrator: The Plan Administrator shall be:

XX

(a)

Committee.

___

(b)

Employer.

___

(c)

Other:                                                                      .

2.25

Plan Year:  The Plan Year shall end each year on the last day of the month of December.

2.34

Trust:

XX

(a)

The Employer does desire to establish a “rabbi” trust for the purpose of setting aside assets of the Employer contributed thereto for the payment of benefits under the Plan.

___

(b)

The Employer does not desire to establish a “rabbi” trust for the purpose of setting aside assets of the Employer contributed thereto for the payment of benefits under the Plan.

___

(c)

The Employer desires to establish a “rabbi” trust for the purpose of setting aside assets of the Employer contributed thereto for the payment of benefits under the Plan upon the occurrence of a Change in Control.

4.1          Salary Deferral Credits:  Subject to the limitations in Section 4.1 of the Plan, a Participant may elect to have his Compensation (as selected in Section 2.7 of this Adoption Agreement) deferred within the annual limits below by the following percentage or amount as designated in writing to the Committee:

XX

(a)

Base salary:

minimum deferral: $                 or 1%

maximum deferral: $                 or 75%

XX

(b)

Service Bonus:

minimum deferral: $                 or 1%

maximum deferral: $                 or 100%

XX

(c)

Performance-Based Compensation:

minimum deferral: $                 or 1%

maximum deferral: $                 or 100%

XX

(d)

Other: Employee 1099 Income or Commissions.

minimum deferral: $                 or 1%

maximum deferral: $                 or 100%

___

(e)

Salary deferral credits not allowed.

4.2

Employer Credits:  The Employer will make Employer Credits in the following manner:

XX

(a)

Employer Matching Credits:  The Employer may make matching credits to the Deferred Compensation Account of each Participant in an amount determined as follows:

XX

(i)

An amount determined each Plan Year by the Employer.

___

(ii)

Other:                                                                      .

XX

(b)

Employer Profit Sharing Credits:  The Employer may make profit sharing credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:

XX

(i)

An amount determined each Plan Year by the Employer.

___

(ii)

Other:                                                                      .

___

(c)

Other:                                                                                              .

___

(d)

Employer Credits not allowed.

5.3          Death of a Participant:  If the Participant dies while in Service, the Employer shall pay a benefit to the Beneficiary in an amount equal to the vested balance in the Deferred Compensation Account of the Participant determined as of the date payments to the Beneficiary commence, plus:

___

(a)

An amount to be determined by the Committee.

___

(b)

Other:                                                                      .

XX

(c)

No additional benefits.

5.4

In-Service Distributions:  In-service accounts are permitted under the Plan:

XX

(a)

Yes, with respect to:

XX

Salary Deferral Credits only.

___

Employer Credits only.

___

Salary Deferral and Employer Credits.

In-service distributions may be made in the following manner:

XX

Single lump sum payment.

XX

Annual installment payments over no more than 15 years.

Amounts not vested at the specified time of distribution will be:

___

Forfeited

___

Distributed annually when vested

___

(b)

No in-service distributions permitted.

5.5

Education Distributions: Education accounts are permitted under the Plan:

XX

(a)

Yes, with respect to:

XX

Salary Deferral Credits only.

___

Employer Credits only.

___

Salary Deferral and Employer Credits.

Education distributions may be made in the following manner:

XX

Single lump sum payment.

XX

Annual installment payments over no more than 15 years.

Amounts not vested at the specified time of distribution will be:

___

Forfeited

___

Distributed annually when vested

___

(b)

No education distributions permitted.

6.1            Payment Options:  Any benefit payable under the Plan upon a Qualifying Distribution Event may be made to the Participant or his Beneficiary (as applicable) in any of the following payment forms, as selected by the Participant in the Salary Deferral Agreement:

1.

Separation from Service

XX

(a)

A lump sum in cash as soon as practicable following the date of the Qualifying Distribution Event.

XX

(b)

Approximately equal annual installments over a term certain as elected by the Participant upon his entry into the Plan not to exceed 15 years.

___

(c)

Other:                                                                      .

2.

Death

XX

(a)

A lump sum in cash as soon as practicable following the date of the Qualifying Distribution Event.

XX

(b)

Approximately equal annual installments over a term certain as elected by the Participant upon his entry into the Plan not to exceed 15 years.

___

(c)

Other:                                                                      .

3.

Disability

XX

(a)

A lump sum in cash as soon as practicable following the date of the Qualifying Distribution Event.

XX

(b)

Approximately equal annual installments over a term certain as elected by the Participant upon his entry into the Plan not to exceed 15 years.

___

(c)

Other:                                                                      .

7.         Vesting:  An Active Participant shall be fully vested in the Employer Credits made to the Deferred Compensation Account upon first to occur of the following events:

XX

(a)

Normal Retirement Age.

XX

(b)

Death.

XX

(c)

Disability.

XX

(d)

Change in Control

___

(e)

Other:                                                                      .

XX

(f)

Satisfaction of the vesting requirement specified below:

XX

Employer Matching Credits:

___

(i)

Immediate 100% vesting.

___

(ii)

100% vesting after       Years of Service.

___

(iii)

100% vesting at age        .

XX

(iv)

Number of Years
of Service

Vested
Percentage

Less than

1

0

%

1

20

%

2

40

%

3

60

%

4

80

%

5

100

%

6

%

7

%

8

%

9

%

10 or more

%

For this purpose, Years of Service of a Participant shall be calculated from the date designated below:

XX

(1)

First Day of Service.

___

(2)

Effective Date of the Plan Participation.

___

(3)

Each Crediting Date.  Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Matching Credit is made to his or her Deferred Compensation Account.  Notwithstanding the vesting schedule elected above, all Employer Matching Credits to the Deferred Compensation Account shall be 100% vested upon the following event(s):                             .

XX

Employer Profit Sharing Credits:

___

(i)

Immediate 100% vesting.

___

(ii)

100% vesting after         Years of Service.

___

(iii)

100% vesting at age        .

XX

(iv)

Number of Years
of Service

Vested
Percentage

Less than

1

0

%

1

20

%

2

40

%

3

60

%

4

80

%

5

100

%

6

%

7

%

8

%

9

%

10 or more

%

For this purpose, Years of Service of a Participant shall be calculated from the date designated below:

XX

(1)

First Day of Service.

___

(2)

Effective Date of the Plan Participation.

___

(3)

Each Crediting Date.  Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Profit Sharing Credit is made to his or her Deferred Compensation Account.  Notwithstanding the vesting schedule elected above, all Employer Profit Sharing Credits to the Deferred Compensation Account shall be 100% vested upon the following event(s):                                      .

___

Other Employer Credits:

___

(i)

Immediate 100% vesting.

___

(ii)

100% vesting after         Years of Service.

___

(iii)

100% vesting at age         .

___

(iv)

Number of Years
of Service

Vested
Percentage

Less than

1

%

1

%

2

%

3

%

4

%

5

%

6

%

7

%

8

%

9

%

10 or more

%

For this purpose, Years of Service of a Participant shall be calculated from the date designated below:

___

(1)

First Day of Service.

___

(2)

Effective Date of the Plan Participation.

___

(3)

Each Crediting Date.  Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Credit is made to his or her Deferred Compensation Account.  Notwithstanding the vesting schedule elected above, all other Employer Credits to the Deferred Compensation Account shall be 100% vested upon the following event(s):                                      .

Aftermarket Technology Corp.

Name of Employer

By:

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇

Authorized Person

The Plan is adopted by the following Participating Employers:

Aaron’s Automotive Products, Inc.

Name of Employer

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇

Authorized Person

Autocraft Industries, Inc.

Name of Employer

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇

Authorized Person

ATC Information Services, Inc.

Name of Employer

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇

Authorized Person

ATC Logistics & Electronics, L.P.

Name of Employer

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇

Authorized Person

PROFormance Powertrain Products, Inc.

Name of Employer

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇

Authorized Person