8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 29, 2009

LEAR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-11311	13-3386776
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

21557 Telegraph Road, Southfield, MI	48033
(Address of principal executive offices)	(Zip Code)

(248) 447-1500
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-10.1

EX-10.2

EX-10.3

EX-10.4

EX-10.5

EX-99.1

EX-99.2

Section 8 — Other Events

Item 8.01 Other Events.

Agreement in Principle

On July 1, 2009, Lear Corporation (“Lear”) announced that it had reached an agreement in principle (the “Agreement in Principle”) regarding a consensual debt restructuring with a majority of the members of a steering committee of Lear’s secured lenders and a steering committee of bondholders acting on behalf of an ad hoc group of bondholders. Lear is seeking support for the proposed plan of reorganization (the “Plan”) from additional lenders and bondholders. If the requisite support is obtained, Lear expects to commence shortly the proposed restructuring under court supervision (the “Chapter 11 Cases”) pursuant to a voluntary bankruptcy filing (the “Chapter 11 Petitions”) under Chapter 11 of the United States Bankruptcy Code (the “Code”) by Lear and certain of its U.S. and Canadian subsidiaries (the “Debtors”). However, no assurance can be given as to the level of additional support for the Plan Lear ultimately will be able to obtain from its lenders and bondholders. A copy of the press release dated July 1, 2009 announcing the Agreement in Principle is attached as Exhibit 99.1 and is incorporated herein by reference.

The following is a summary of certain material terms of the Joint Plan of Reorganization Term Sheet (the “Term Sheet”) reflecting the Agreement in Principle. This summary does not include a description of all of the terms, conditions and other provisions of the Term Sheet or that would be contained in the Plan and the related definitive documentation governing the Plan, and is qualified, in all respects, by the provisions of the Term Sheet, which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

General. The Plan would provide for a restructuring of (i) approximately $2.3 billion of indebtedness outstanding under the Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006, among Lear, certain of its subsidiaries, the several lenders from time to time parties thereto (the “Lenders”), the several agents parties thereto and JPMorgan Chase Bank, N.A., as Agent for the Lenders (“JPMCB”) (as amended and supplemented, the “Senior Credit Facility”), including termination claims under certain hedging arrangements held by certain Lenders, and (ii) approximately $1.3 billion of indebtedness outstanding under Lear’s 8.50% senior notes due 2013 (the “8.50% Notes”), 5.75% senior notes due 2014 (the “5.75% Notes”), 8.75% senior notes due 2016 (the “8.75% Notes”), and Zero-coupon convertible senior notes due 2022 (the “Zero-Coupon Notes” and together with the 8.50% Notes, the 5.75% Notes and the 8.75% Notes, the “Senior Notes”).

Debtor-in-Possession Financing / Exit Facility. Lear has received commitments from a syndicate of secured lenders, led by J.P. Morgan and Citigroup, for $500 million in debtor-in-possession financing (the “DIP Facility”), consisting of a term loan that matures on the first anniversary of the closing date thereof (the “Closing Date”) and may be extended, at Lear’s option to the date that is fifteen (15) months after the Closing Date. The proceeds of the DIP Facility will be used for working capital and other general corporate needs of the Debtors and their subsidiaries and the payment of fees and expenses in accordance with the final order of the applicable bankruptcy court authorizing such borrowing and subject to the satisfaction of certain other customary conditions. Subject to certain conditions, the $500 million DIP Facility is convertible into an exit facility of up to $500 million (the “Exit Facility”), comprised of a term loan in an aggregate principal amount equal to the principal amount of the terms loans outstanding under the DIP Facility at the time of conversion. The DIP Facility is convertible into the Exit Facility upon the Debtors’ emergence from chapter 11 of the Code, subject to the satisfaction of various conditions, including, without limitation, the approval by the applicable bankruptcy court of any plan of reorganization to the extent such plan is consistent in all material respects with the Plan (any such Plan, a “Qualified Plan”) and that the Debtors are not then in default under the terms of the DIP Facility. The Exit Facility’s scheduled maturity date is three years after the effective date of a Qualified Plan (the “Effective Date”).

Restructuring of the Capital Structure. The Plan would provide for a restructuring of the Debtors’ capital structure which, after the Effective Date, would consist of the following:

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• up to a $500 million first lien term loan Exit Facility;

• a $600 million second lien term loan;

• $500 million of Series A Convertible Preferred Stock (which would not bear any mandatory dividends); and

• a single class of common stock, including sufficient shares to provide for: (i) the management equity grants discussed below, (ii) the issuance to the lenders of warrants to purchase common stock with a value of up to $25 million, to the extent the Exit Facility fee to the lenders is not paid in cash and (iii) the issuance to the holders of Senior Notes and certain other general unsecured claims (including the deficiency claims of the Lenders under the Senior Credit Facility) of warrants to purchase 15% of the new common stock of Lear, on a fully-diluted basis (excluding the management equity grants) as of the Effective Date.

Certain Claims and Interests.

• Senior Credit Facility Claims. Under a Qualified Plan, each Lender would receive its pro rata share of: (i) $600 million of new second lien term loans, (ii) $500 million of Series A Convertible Preferred Stock of Lear, which is convertible into approximately 26% of the new common stock of Lear on a fully-diluted basis (excluding the management equity grants) as of the Effective Date, and (iii) approximately 26% of the new common stock of Lear, on a fully-diluted basis (excluding the management equity grants) as of the Effective Date. To the extent the Debtors have minimum liquidity on the Effective Date in excess of $1.0 billion, subject to certain adjustments, the amount of such excess would be utilized to prepay, first, the Series A Convertible Preferred Stock in an aggregate stated value of up to $50 million, then, the second lien term loan in an aggregate principal amount of up to $50 million, and thereafter, the Exit Facility. To the extent unsecured, the unsecured deficiency claims of the Lenders under the Senior Credit Facility would be treated as described below in “Senior Notes and Other Unsecured Claims”.

• Unsecured Ongoing Operations Claims. Under a Qualified Plan, general unsecured claims relating to the provision of goods or services to certain of the Debtors arising with, or held by, persons or entities with whom the Debtors conducted business as of the filing of the Chapter 11 Petitions, subject to certain exceptions, which are due and payable on or before the Effective Date, would be paid in full in cash.

• Senior Notes and Other Unsecured Claims. Under a Qualified Plan, each holder of Senior Notes, the unsecured deficiency claims of the Lenders under the Senior Credit Facility and certain other general unsecured claims against the Debtors would receive its pro rata share of (i) approximately 46% of the new common stock of Lear, on a fully-diluted basis (excluding the management equity grants) as of the Effective Date and (ii) warrants to purchase 15% of the new common stock of Lear, on a fully-diluted basis (excluding the management equity grants) as of the Effective Date.

• Existing Equity Claims. Existing equity holders of Lear, including holders of its common stock and options, would have no recovery under a Qualified Plan. Lear would continue to hold all equity interests in its subsidiaries that it held prior to the filing of the Chapter 11 Petitions.

Solely for purposes of negotiation of the Term Sheet reflecting the Agreement in Principle, the parties thereto assumed distributable value of $3.054 billion, which value is not indicative of the actual or projected valuation of Lear as of the Effective Date.

Management Equity Plan and Employee Matters. Lear would implement a key management incentive plan based on the achievement by Lear of certain financial targets during the Chapter 11 Cases and certain milestones with respect to the progress of the Chapter 11 Cases. Under a Qualified Plan, Lear would implement a management equity plan for the benefit of certain continuing employees of Lear that would provide for the issuance up to 10% of the new common stock of Lear. The Plan also would provide for the adoption or assumption of employment agreements with Lear’s executive officers and certain other employee benefit plans. In addition, Lear would assume or reinstate all U.S.-based employee and retiree health, welfare and pension plans.

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Board of Directors. Lear’s board of directors following the Effective Date would consist of nine members, including Lear’s Chairman and Chief Executive Officer. The Agent under Lear’s senior credit facility, in consultation with the steering committee of the Lenders and with the assistance of a nationally recognized executive search firm, would appoint no fewer than five of the directors. The steering committee of bondholders acting on behalf of an ad hoc group of bondholders, in consultation with Lear’s bondholders and the creditors’ committee in the Chapter 11 Cases, would appoint three of the directors.

Registration. As soon as practicable following the Effective Date, Lear would be required to take such action as is necessary to register its new common stock under the Securities Exchange Act of 1934, as amended, and obtain a listing for such common stock on the New York Stock Exchange or Nasdaq.

No assurances can be given that Lear will file a Qualified Plan or that a Qualified Plan will be confirmed by the bankruptcy court on the terms described above or at all.

Defaults

Lear did not make required payments in an aggregate amount of approximately $7.15 million due and payable under the Senior Credit Facility on June 30, 2009. In addition, as of July 1, 2009, Lear is not in compliance with the leverage ratio and interest ratio covenants contained in the Senior Credit Facility and certain other provisions of the Senior Credit Facility. As a result of each of the foregoing, Lear is in default under the Senior Credit Facility and the Lenders thereunder have the right to accelerate the obligations under the Senior Credit Facility upon the vote of the Lenders holding a majority of outstanding commitments and borrowings thereunder and exercise all other remedies thereunder. Acceleration of Lear’s obligations under the Senior Credit Facility would constitute a default under the Senior Notes.

Lear did not make regularly scheduled interests payments in an aggregate amount of $38.4 million on the 8.50% Notes or the 8.75% Notes that were due and payable on June 1, 2009. As Lear did not make the interest payment on either such series of Senior Notes by the expiration of the 30-day cure period following the interest payment due date, Lear is in default under each such series of Senior Notes and the holders of at least twenty-five percent (25%) in aggregate principal amount of each such series of Senior Notes have the right to accelerate their respective obligations thereunder. The default under the 8.50% Notes and 8.75% Notes has resulted in a cross-default under the Senior Credit Facility.

Lear is party to foreign exchange and interest rate hedging transactions that are outstanding with various financial institution counterparties. Lear did not make approximately $4.5 million in aggregate, of payments that it was required to make on June 30, 2009 in respect of certain of these hedging transactions. If the counterparty to any transaction in respect of which a payment was not made notifies Lear of the failure to pay and Lear does not remedy such failure within an agreed cure period then an event of default will occur and the counterparty will have the right, upon notice, to terminate all outstanding hedging transactions between the counterparty and Lear. Separately, the defaults under the Senior Credit Facility described above have resulted in a cross default in respect of certain outstanding foreign exchange and interest rate hedging transactions. As a result, the counterparties to these transactions have the right, upon notice, to terminate all outstanding hedging transactions between the counterparties and Lear. Lear has received notices of termination from several counterparties to these hedging transactions. The termination payments in respect of these transactions have not yet been calculated. If all foreign exchange and interest rate hedging transactions to which Lear is a party were to terminate, Lear estimates that it would owe a net aggregate amount of approximately $36.0 million using market rates of July 3, 2009 (including the June 30 payments, noted above, that were not paid). The amount that Lear may owe or that may be owed to Lear upon early termination of the transactions with any particular counterparty will depend on market conditions on the date of early termination. Separately, the termination by Royal Bank of Scotland in March 2009 of certain hedging transaction is the subject of pending litigation. Royal Bank of Scotland alleges that Lear owes it $35.2 million (plus interest and expenses) in connection with such termination.

Section 1 — Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

Amendment of Senior Credit Facility and Release Agreement

On June 29, 2009, Lear entered into a Fourth Amendment and Release to the Senior Credit Facility (the “Fourth Amendment”) with the Lenders thereunder authorizing the release of Lear’s foreign subsidiaries, Lear Automotive (EEDS) Spain S.L. and Lear Corporation Mexico, S. de R.L. de C.V., from their respective obligations as guarantors under the Senior Credit Facility. Such subsidiaries were released as guarantors pursuant to a Release of Guarantors delivered on June 29, 2009 by the agent under the senior credit facility (the “Release Agreement”).

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In addition, the indentures governing the Senior Notes provide for the automatic release of any guarantor thereof upon the release of the guarantee of such guarantor under the Senior Credit Facility. As a result of the release of these foreign subsidiaries pursuant to the Release Agreement, such subsidiaries were automatically released and relieved of all of their obligations under the indentures governing the Senior Notes.

A copy of the Fourth Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Section 2 — Financial Information

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

The information provided in Item 8.01 with respect to the terminated hedging transactions is incorporated by reference into this Item 2.04.

Section 3 — Securities and Trading Markets

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 2, 2009, the New York Stock Exchange (the “NYSE”) announced suspension of trading of Lear’s common stock (LEA). This action was taken by the NYSE in light of the announcement by Lear on July 1, 2009 that it plans to commence shortly a proposed restructuring of its capital structure under court supervision pursuant to a voluntary bankruptcy filing under Chapter 11 of the Code. All securities of Lear listed on the NYSE will be delisted. At this time Lear does not intend to take any action to review or appeal this determination by the NYSE.

Item 3.03 Material Modification to Rights of Security Holders

The information provided in Item 1.01 of this Current Report on Form 8-K with respect to the Fourth Amendment, the Release Agreement and the resulting effect on such guarantors’ obligations under the indentures governing the Senior Notes is incorporated by reference into this Item 3.03.

Section 5 — Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 30, 2009, Lear entered into new agreements (the “Employment Agreements”) with its executive officers, including with Robert E. Rossiter — Chairman, Chief Executive Officer and President, Matthew J. Simoncini — Senior Vice President and Chief Financial Officer, Raymond E. Scott — Senior Vice President and President, Global Electrical and Electronic Systems, and Louis R. Salvatore — Senior Vice President and President, Global Seating Systems. The Employment Agreements replaced and superseded the existing employment agreements (the “Prior Employment Agreements”) with such executive officers. Other than any terms regarding existing equity awards, which have been removed, the terms of the Employment Agreements are substantially similar to those of the Prior Employment Agreements, with the executives receiving severance of two-times salary and bonus in the event of certain terminations of employment. The foregoing summary of the Employment Agreements is qualified in its entirety by reference to the full text of the Employment Agreements, which are attached as Exhibits 10.2, 10.3, 10.4 and 10.5 hereto and incorporated by reference herein.

Section 7 — Regulation FD

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Item 7.01 — Regulation FD Disclosure

During the course of the negotiation of the Agreement in Principle, Lear provided on a confidential basis certain of the Lenders and holders of Senior Notes with the following financial information relating to Lear, which has not been previously disclosed publicly: (i) projected 2009 and 2010 revenue of $9.07 billion and $11.38 billion, respectively, and (ii) projected 2009 and 2010 EBITDAR of $119.8 million and $440.9 million, respectively.

The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Non-GAAP Financial Information

Lear has provided information regarding projected “EBITDAR” (a non-GAAP financial measure) in this Item 7.01. EBITDAR represents earnings before interest, other expense, income taxes, depreciation, amortization and restructuring costs and other special items. Other expense includes, among other things, non-income related taxes, foreign exchange gains and losses, discounts and expenses associated with Lear’s factoring facilities, equity in net income of affiliates and gains and losses on the sale of assets.

Management believes the non-GAAP financial measures provided in this Current Report are useful to both management and investors in their analysis of Lear’s financial position and results of operations. EBITDAR is not a measurement of Lear’s financial performance under GAAP and should not be considered in isolation or as a substitute for net income or other statement of operations prepared in accordance with GAAP or as a measure of profitability or liquidity. Also, this non-GAAP financial measure, as determined and presented by Lear, may not be comparable to related or similarly titled measures reported by other companies. Given the inherent uncertainty regarding special items, other expense and the net change in sold accounts receivable in any future period, a reconciliation of forward-looking financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP is not feasible. The magnitude of these items, however, may be significant.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit Number	Exhibit Description
10.1	Fourth Amendment and Release to the Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006, among Lear, certain of its subsidiaries, the several Lenders from time to time parties thereto, the several agents parties thereto and JPMCB, as general administrative agent, as amended
10.2	Agreement between Lear and Robert F. Rossiter
10.3	Agreement between Lear and Matthew J. Simoncini
10.4	Agreement between Lear and Raymond E. Scott
10.5	Agreement between Lear and Louis R. Salvatore

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Exhibit Number	Exhibit Description
99.1	Press release, dated July 1, 2009
99.2	Joint Plan of Reorganization Term Sheet

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding anticipated financial results and liquidity. Actual results may differ materially from anticipated results as a result of certain risks and uncertainties, including but not limited to: the potential adverse impact of any chapter 11 bankruptcy filing on Lear’s business, financial condition or results of operations, including Lear’s ability to maintain contracts, trade credit and other customer and vendor relationships that are critical to its business and the actions and decisions of Lear’s creditors and other third parties with interests in any chapter 11 proceedings; the ability of Lear to secure additional support from its secured lenders and bondholders for its proposed restructuring plan; general economic conditions in the markets in which Lear operates, including changes in interest rates or currency exchange rates, the financial condition of Lear’s customers or suppliers; changes in actual industry vehicle production levels from Lear’s current estimates; fluctuations in the production of vehicles for which Lear is a supplier; the loss of business with respect to, or the lack of commercial success of, a vehicle model for which Lear is a significant supplier, including further declines in sales of full-size pickup trucks and large sport utility vehicles; disruptions in the relationships with Lear’s suppliers; labor disputes involving Lear or its significant customers or suppliers or that otherwise affect Lear; Lear’s ability to achieve cost reductions that offset or exceed customer-mandated selling price reductions; the outcome of customer negotiations; the impact and timing of program launch costs; the costs, timing and success of restructuring actions; increases in Lear’s warranty or product liability costs; risks associated with conducting business in foreign countries; competitive conditions impacting Lear’s key customers and suppliers; the cost and availability of raw materials and energy; Lear’s ability to mitigate increases in raw material, energy and commodity costs; the outcome of legal or regulatory proceedings to which Lear is or may become a party; unanticipated changes in cash flow, including Lear’s ability to align its vendor payment terms with those of its customers; further impairment charges initiated by adverse industry or market developments; and other risks described from time to time in Lear’s Securities and Exchange Commission filings. Future operating results will be based on various factors, including actual industry production volumes, commodity prices and Lear’s success in implementing its operating strategy. The forward-looking statements in this Current Report on Form 8-K are made as of the date hereof, and Lear does not assume any obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date hereof.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Lear Corporation
Date: July 6, 2009	By:	/s/ Matthew J. Simoncini
	Name:	Matthew J. Simoncini
	Title:	Senior Vice President and
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Exhibit Description
10.1	Fourth Amendment and Release to the Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006, among Lear, certain of its subsidiaries, the several Lenders from time to time parties thereto, the several agents parties thereto and JPMCB, as general administrative agent, as amended
10.2	Agreement between Lear and Robert F. Rossiter
10.3	Agreement between Lear and Matthew J. Simoncini
10.4	Agreement between Lear and Raymond E. Scott
10.5	Agreement between Lear and Louis R. Salvatore
99.1	Press release, dated July 1, 2009
99.2	Joint Plan of Reorganization Term Sheet

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EX-10.1

Exhibit 10.1

FOURTH AMENDMENT AND RELEASE

          FOURTH AMENDMENT AND RELEASE, dated as of June 22, 2009 (this “Amendment”), to the Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 (as amended prior to the date hereof, the “Credit Agreement”), among LEAR CORPORATION, a Delaware corporation (the “U.S. Borrower”), certain Subsidiaries of LEAR CORPORATION, the several lenders from time to time parties thereto (the “Lenders”), the several agents parties thereto and JPMORGAN CHASE BANK, N.A., as general administrative agent (the “General Administrative Agent”).

W I T N E S S E T H:

          WHEREAS, pursuant to the Amended and Restated Subsidiary Guarantee, dated as of April 25, 2006 (the “Subsidiary Guarantee”), among certain subsidiaries of the U.S. Borrower (collectively, the “Guarantors”) and the General Administrative Agent, the Guarantors have guaranteed the payment and performance of the Obligations;

          WHEREAS, the Majority Lenders have decided, upon the terms and subject to the conditions set forth herein, to grant authority to the General Administrative Agent to release certain Foreign Subsidiaries that are Guarantors from their obligations under the Subsidiary Guarantee;

          NOW, THEREFORE, the parties hereto hereby agree as follows:

          SECTION 1. Defined Terms. (a) Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

          (b) As used herein, the following terms shall have the following meanings:

          “Existing Bonds”: the collective reference to the 2013 Bonds, the 2014 Bonds and the 2016 Bonds.

          “Officers’ Certificate”: as defined in the 2013/2016 Indenture or the 2014 Indenture, as applicable.

          “2013 Bonds”: the 8¹/2% Senior Notes due 2013 issued pursuant to the 2013/2016 Indenture.

          “2013/2016 Indenture”: the Indenture dated as of November 24, 2006 among the U.S. Borrower, as issuer, certain of its Subsidiaries, as guarantors, and The Bank of New York Trust Company, N.A., as trustee, as amended and supplemented.

          “2016 Bonds”: the 8³/4% Senior Notes due 2016 issued pursuant to the 2013/2016 Indenture.

          SECTION 2. Release of Guarantees. The undersigned Lenders hereby agree and hereby authorize the General Administrative Agent to release each of Lear Automotive (EEDS) Spain S.L and Lear Corporation Mexico, S. de R.L. de C.V. (as successor to Lear Corporation Mexico, S.A. de C.V.) (collectively, the “Foreign Guarantors”) from its obligations under the Subsidiary Guarantee. The release of the Foreign Guarantors under the Subsidiary Guarantee shall not be effective unless and until the

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General Administrative Agent delivers to the U.S. Borrower a formal written release stating that such release is delivered pursuant to this Amendment..

          SECTION 3. Notice. The U.S. Borrower agrees to deliver promptly following request by the Administrative Agent to the trustees for the Existing Bonds Officers’ Certificates certifying that the Foreign Guarantors have ceased to be Guarantors of the Credit Agreement under the Subsidiary Guarantee (or will cease to be Guarantors concurrently with their ceasing to be guarantors of the Existing Bonds).

          SECTION 4. Senior Credit Facility. The Borrower represents and warrants that there are no Senior Credit Facilities (as defined in the 2014 Indenture and the 2013/2016 Indenture) other than the Credit Agreement.

          SECTION 5. Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which the following conditions shall have been satisfied or waived:

          (a) the General Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of the U.S. Borrower, the other Borrowers and the Majority Lenders; and

          (b) the General Administrative Agent shall have received an executed Acknowledgment and Consent, in the form set forth at the end of this Amendment, from each Loan Party signatory thereto.

          SECTION 6. Effect on the Loan Documents. (a) Except as specifically amended or waived herein, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Each Borrower hereby agrees, with respect to each Loan Document to which it is a party, that: (i) all of its obligations, liabilities and indebtedness under such Loan Document shall remain in full force and effect on a continuous basis after giving effect to this Amendment and (ii) all of the Liens and security interests created and arising under such Loan Document shall remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, after giving effect to this Amendment, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement.

          (b) Except as specifically provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the General Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

          (c) Each Borrower and the other parties hereto acknowledge and agree that this Amendment shall constitute a Loan Document.

          SECTION 7. Expenses. The U.S. Borrower agrees to pay or reimburse the General Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Amendment and any other documents prepared in connection herewith, including, without limitation, the reasonable fees and disbursements of counsel to the General Administrative Agent.

          SECTION 8. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS

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OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SUBSECTION 17.13 OF THE CREDIT AGREEMENT AS IF SUCH SUBSECTION WERE SET FORTH IN FULL HEREIN.

          SECTION 9. Execution in Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[Remainder of page intentionally left blank.]

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

LEAR CORPORATION
By:	/s/ Shari L. Burgess
	Name:	Shari L. Burgess
	Title:	VP & Treasurer
LEAR CANADA
By:	/s/ Richard Van Henkelom
	Name:	Richard Van Henkelom
	Title:	Corporate Representative
LEAR CORPORATION SWEDEN AB
By:	/s/ Martin Henningsen
	Name:	Martin Henningsen
	Title:	Director
By:	/s/ Robert Hooper
	Name:	Robert Hooper
	Title:	Director
LEAR FINANCIAL SERVICES (NETHERLANDS) B.V.
By:	/s/ Martin Henningsen
	Name:	Martin Henningsen
	Title:	Director
LEAR CORPORATION (UK) LIMITED
By:	/s/ Martin Henningsen
	Name:	Martin Henningsen
	Title:	Director
LEAR CORPORATION MEXICO, S. DE R.L. DE C.V.
By:	/s/ James M. Brackenbury
	Name:	James M. Brackenbury
	Title:	President
JPMORGAN CHASE BANK, N.A., as General Administrative Agent and as a Lender
By:	/s/ Ann Kurinskas
	Name:	Ann Kurinskas
	Title:	Managing Director

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
BNP Paribas
(Name of Lender)
By:	/s/ Andy Strait Name: Andy Strait
	Title: Managing Director
By:	/s/ Michael Pearce
	Name: Michael Pearce
	Title: Director
Platinum Grove Contingent Capital Master Fund Ltd.
(Name of Lender)
By:	/s/ Chi-Fu Huang Name: Chi-Fu Huang
	Title:
Carlyle High Yield Partners VIII, Ltd.
(Name of Lender)
By:	/s/ Linda Pace Name: Linda Pace
	Title: Managing Director
Carlyle High Yield Partners IX, Ltd.
(Name of Lender)
By:	/s/ Linda Pace Name: Linda Pace
	Title: Managing Director
Carlyle High Yield Partners 2008-1, Ltd.
(Name of Lender)
By:	/s/ Linda Pace Name: Linda Pace
	Title: Managing Director
Carlyle Credit Partners Financing I, Ltd.
(Name of Lender)
By:	/s/ Linda Pace Name: Linda Pace
	Title: Managing Director

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
Carlyle High Yield Partners X, Ltd.
(Name of Lender)
By:	/s/ Linda Pace Name: Linda Pace
	Title: Managing Director
Carlyle High Yield Partners VII, Ltd.
(Name of Lender)
By:	/s/ Linda Pace Name: Linda Pace
	Title: Managing Director
Carlyle High Yield Partners VI, Ltd.
(Name of Lender)
By:	/s/ Linda Pace Name: Linda Pace
	Title: Managing Director
Carlyle High Yield Partners IV, Ltd.
(Name of Lender)
By:	/s/ Linda Pace Name: Linda Pace
	Title: Managing Director
Lord Abbett Investment Trust-
Lord Abbett Floating Rate Fund
(Name of Lender)
By:	/s/ Elizatbeth Maclean Name: Elizatbeth Maclean
	Title: Portfolio Manager

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
Golden Knight II CLO, Ltd.
(Name of Lender)
By:	/s/ Elizatbeth Maclean Name: Elizatbeth Maclean
	Title: Portfolio Manager
LORD ABBETT & CO. LLC
AS COLLATERAL MANAGER
Black Diamond International Funding, Ltd.
By: BDCM Fund Adviser, L.L.C.
As Its Collateral Manager
(Name of Lender)
By:	/s/ Stephen H. Deckoff Name: Stephen H. Deckoff
	Title: Managing Principal
BLACK DIAMOND CLO 2006-1 (CAYMAN), Ltd.
By: Black Diamond CLO 2006-1 Adviser, L.L.C.
As Its Collateral Manager
(Name of Lender)
By:	/s/ Stephen H. Deckoff Name: Stephen H. Deckoff
	Title: Managing Principal
GULF STREAM COMPASS CLO 2005-II, LTD
By: Gulf Stream Asset Management LLC
As Collateral Manager
GULF STREAM-SEXTANT CLO 2006-I, LTD
By: Gulf Stream Asset Management LLC
As Collateral Manager
By:	/s/ Barry K. Love
Name: Barry K. Love
Title: Chief Credit Officer
Deutsche Bank AG London Branch
(Name of Lender)
By:	/s/ Edward Schaffer Name: Edward Schaffer
	Title: Vice President
By:	/s/ Deirdre D. Cesario            Deirdre D. Cesario
	Assistant Vice President

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
MERRILL LYNCH BANK USA
(Name of Lender)
By:	/s/ David Millett
Name: David Millett
Title: Vice President
The Bank of Nova Scotia
(Name of Lender)
By:	/s/ J. F. Todd Name: J. F. Todd
	Title: Managing Director
Bank of America, N.A.
(Name of Lender)
By:	/s/ Chas McDonell Name: Chas McDonell
	Title: SVP
Bayerische Hypo-Und Vereinsbank, AG
New York Branch
By:	/s/ Michael Novellino Michael Novellino
	Director
By:	/s/ LoriAnn Curnyn LoriAnn Curnyn
	Managing Director
ICAHN PARTNERS LP
(Name of Lender)
By:	/s/ Keith Cozza Name: Keith Cozza
	Title: CCO

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25,2006 Icahn Partners Master Fund L.P. (Name of Lender)
By:	/s/ Keith Cozza
	Name:	Keith Cozza
	Title:	CCO

Icahn Partners Master Fund II L.P. (Name of Lender)
By:	/s/ Keith Cozza
	Name:	Keith Cozza
	Title:	CCO

Icahn Partners Master Fund III L.P. (Name of Lender)
By:	/s/ Keith Cozza
	Name:	Keith Cozza
	Title:	CCO

Icahn Fund Sub 1 Ltd. (Name of Lender)
By:	/s/ Keith Cozza
	Name:	Keith Cozza
	Title:	CCO

Icahn Fund Sub 2 Ltd. (Name of Lender)
By:	/s/ Keith Cozza
	Name:	Keith Cozza
	Title:	CCO

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 Icahn Fund Sub 3 Ltd. (Name of Lender)
By:	/s/ Keith Cozza
	Name:	Keith Cozza
	Title:	CCO
Icahn Fund Sub 4 Ltd. (Name of Lender)
By:	/s/ Keith Cozza
	Name:	Keith Cozza
	Title:	CCO
NAVIGATOR CDO 2003, LTD., as a Lender
By:	GE Asset Management Inc., as Collateral Manager
	By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory
NAVIGATOR CDO 2004, LTD., as a Lender
By:	GE Asset Management Inc., as Collateral Manager
	By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory
NAVIGATOR CDO 2005, LTD,, as a Lender
By:	GE Asset Management Inc., as Collateral Manager
	By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory
GENERAL ELECTRIC PENSION TRUST, as a Lender
By:	GE Asset Management Inc., as Collateral Manager
	By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory
JP Morgan Chase Bank, N.A. Secondary Loan & Distressed Credit Trading (Name of Lender)
By:	/s/ Jason Leddy
	Name:	Jason Leddy
	Title:	Authorized Signatory
UBS Loan Finance LLC (Name of Lender)
By:	/s/ Marie A. Haddad
	Name:	Marie A. Haddad
	Title:	Associate Director Banking Products Services, US
By:	/s/ Irja R. Otsa
	Name: Title:	Irja R. Otsa Associate Director Banking Products Services, US

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
CONTINENTAL CASUALTY COMPANY (Name of Lender)
By:	/s/ Marilou R. McGirr
	Name:	Marilou R. McGirr
	Title:	Vice President and Assistant Treasurer

Approved by
Law Dept.
By:	MPL
Date: 6-24-09

Baltic Funding LLC (Name of Lender)
By:	/s/ Tara E. Kenny
	Name:	Tara E. Kenny
	Title:	Assistant Vice President

Ballantyne Funding LLC (Name of Lender)
By:	/s/ Tara E. Kenny
	Name:	Tara E. Kenny
	Title:	Assistant Vice President

(Name of Lender)
By:
	Name:
	Title:

OAK HILL CREDIT PARTNERS II, LIMITED, as a Lender		OAK HILL CREDIT PARTNERS III, LIMITED, as a Lender
By: Oak Hill CLO Management II, LLC As Investment Manager		By: Oak Hill CLO Management III, LLC As Investment Manager
By:	/s/ Scott D. Krase	By:	/s/ Scott D. Krase
Name: Scott D. Krase		Name: Scott D. Krase
Title: Authorized Person		Title: Authorized Person
OAK HILL CREDIT PARTNERS IV, LIMITED, as a Lender		OAK HILL CREDIT PARTNERS V, LIMITED, as a Lender
By: Oak Hill CLO Management IV, LLC As Investment Manager		By: Oak Hill Advisors, L.P. As Portfolio Manager
By:	/s/ Scott D. Krase	By:	/s/ Scott D. Krase
Name: Scott D. Krase		Name: Scott D. Krase
Title: Authorized Person		Title: Authorized Person
OAK HILL CREDIT OPPORTUNITIES FINANCING, LTD., as a Lender		OHA PARK AVENUE CLO I, LTD., as a Lender
		By: Oak Hill Advisors, L.P. As Investment Manager
By:	/s/ Scott D. Krase
Name: Scott D. Krase
Title: Authorized Person		By:	/s/ Scott D. Krase
		Name: Scott D. Krase
		Title: Authorized Person

Stichting Bedrijfstakpensioenfonds Voor de Metalektro, as a Lender		GMAM GROUP PENSION TRUST I, as a Lender
By: Oak Hill Advisors, L.P. As Investment Manager		By: STATE STREET BANK AND TRUST COMPANY, solely as Trustee
By:	/s/ Scott D. Krase	By:	/s/ Timothy Norten
Name: Scott D. Krase		Name: Timothy Norten
Title: Authorized Person		Title: Officer

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

COMERICA BANK

(Name of Lender)

By:	/s/ Dan Roman
	Name:	Dan Roman
	Title:	Senior Vice President

CFIP Master Fund, Ltd.

By: Chicago Fundamental Investment Partners, LLC,
its Investment Manager

(Name of Lender)

By:	/s/ Steven J. Novatney
	Name:	Steven J. Novatney
	Title:	General Counsel & CCO

CHGO Loan Funding Ltd.

By: Chicago Fundamental Investment Partners, LLC,
as Collateral Manager

(Name of Lender)

By:	/s/ Steven J. Novatney
	Name:	Steven J. Novatney
	Title:	General Counsel & CCO

NORTHWOODS CAPITAL IV, LIMITED
BY: ANGELO, GORDON & CO., L.P.,
AS COLLATERAL MANAGER

NORTHWOODS CAPITAL V, LIMITED
BY: ANGELO, GORDON & CO., L.P.
AS COLLATERAL MANAGER

NORTHWOODS CAPITAL VI, LIMITED
BY: ANGELO, GORDON & CO., L.P.
AS COLLATERAL MANAGER

NORTHWOODS CAPITAL VII, LIMITED
BY: ANGELO, GORDON & CO., L.P.
AS COLLATERAL MANAGER

NORTHWOODS CAPITAL VIII, LIMITED
BY: ANGELO, GORDON & CO., L.P.,
AS COLLATERAL MANAGER

JRG Reinsurance Company, Ltd.
By: Angelo, Gordon & Co., L.P.
As Investment Manager

(Name of Lender)

By:	/s/ Bradley Pattelli
	Name:	Bradley Pattelli
	Title:	Managing Director

ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD.

By:     ARES ENHANCED LOAN MANAGEMENT IR, L.P.,
as Portfolio Manager

By:     Ares Enhanced Loan IR GP, LLC, as its General Partner

By:     Ares Management LLC, as its Manager

By:	/s/ David A. Sachs
	Name:	David A. Sachs
	Title:	Authorized Signatory

ARES ENHANCED LOAN INVESTMENT STRATEGY IR-B LTD.

By:     ARES ENHANCED LOAN MANAGEMENT IR-B, L.P.,
as Portfolio Manager

By:     Ares Enhanced Loan IR-B GP, LLC, as its General Partner

By:     Ares Management LLC, as its Manager

By:	/s/ David A. Sachs
	Name:	David A. Sachs
	Title:	Authorized Signatory

ARES XI CLO Ltd.

By: ARES CLO MANAGEMENT XI, L.P.

By: ARES CLO GP XI, LLC, ITS GENERAL PARTNER

By: ARES MANAGEMENT LLC, ITS MANAGER

By:	/s/ David A. Sachs
	Name:	David A. Sachs
	Title:	Authorized Signatory

Ares X CLO Ltd.

By:     Ares CLO Management X, L.P.,

Investment Manager

By:     Ares CLO GP X, LLC,

Its General Partner

By:	/s/ David A. Sachs
	Name:	David A. Sachs
	Title:	Authorized Signatory

Ares VR CLO Ltd.

By:     Ares CLO Management VR, L.P.,

Investment Manager

By:     Ares CLO GP VR, LLC,

Its General Partner

By:	/s/ David A. Sachs
	Name:	David A. Sachs
	Title:	Authorized Signatory

Ares VIR CLO Ltd.

By:     Ares CLO Management VIR, L.P.,

Investment Manager

By:     Ares CLO GP VIR, LLC,

Its General Partner

By:	/s/ David A. Sachs
	Name:	David A. Sachs
	Title:	Authorized Signatory

Ares VII CLO Ltd.

By:     Ares CLO Management VII, L.P.,

Investment Manager

By:     Ares CLO GP VII, LLC,

Its General Partner

By:	/s/ David A. Sachs
	Name:	David A. Sachs
	Title:	Authorized Signatory

Ares VIII CLO Ltd.

By:     Ares CLO Management VIII, L.P.,

Investment Manager

By:     Ares CLO GP VIII, LLC,

Its General Partner

By:	/s/ David A. Sachs
	Name:	David A. Sachs
	Title:	Authorized Signatory

Ares IX CLO Ltd.

By:     Ares CLO Management IX, L.P.,

Investment Manager

By:     Ares CLO GP IX, LLC,

Its General Partner

By:     Ares Management LLC,

Its Managing Member

By:	/s/ David A. Sachs
	Name:	David A. Sachs
	Title:	Authorized Signatory

Global Loan Opportunity Fund B.V.

By: Ares Management Limited, its Portfolio Manager

By:	/s/ David A. Sachs
	Name:	David A. Sachs
	Title:	Authorized Signatory

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

Styx Partners, L.P.

(Name of Lender)

By: Styx Associates LLC,
       its General Partner

By:	/s/ Kevin Genda
	Name:	Kevin Genda
	Title:	Senior Managing Director

Hillmark Funding Ltd.
by: Hillmark Capital
Management, L.P. as Collateral Manager: as a Lender

(Name of Lender)

By:	/s/ Hillel Weinberger
	Name:	Hillel Weinberger
	Title:	Chairman

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

Waveland — INGOTS, LTD.

By:       Pacific Investment Management Company LLC,

as its Investment Advisor

By:	/s/ Arthur Y. D. Ong
	Arthur Y. D. Ong
	Executive Vice President

Loan Funding III (Delaware) LLC

By:       Pacific Investment Management Company LLC,

as its Investment Advisor

By:	/s/ Arthur Y. D. Ong
	Arthur Y. D. Ong
	Executive Vice President

Southport CLO, Limited

By:       Pacific Investment Management Company LLC,

as its Investment Advisor

By:	/s/ Arthur Y. D. Ong
	Arthur Y. D. Ong
	Executive Vice President

Fairway Loan Funding Company

By:       Pacific Investment Management Company LLC,

as its Investment Advisor

By:	/s/ Arthur Y. D. Ong
	Arthur Y. D. Ong
	Executive Vice President

Mayport CLO Ltd.

By:       Pacific Investment Management Company LLC,

as its Investment Advisor

By:	/s/ Arthur Y. D. Ong
	Arthur Y. D. Ong
	Executive Vice President

Oregon Public Employees Retirement Fund

(Name of Lender)

By:	/s/ Sarah E. Brucks
	Name:	Sarah E. Brucks
	Title:	Authorized Signatory

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
KKR Financial CLO 2007-1, Ltd.
(Name of Lender)
By:	/s/ Sarah E. Brucks
	Name: Sarah E. Brucks
	Title: Authorized Signatory

KKR Financial CLO 2009-1, Ltd.
(Name of Lender)
By:	/s/ Sarah E. Brucks
	Name: Sarah E. Brucks
	Title: Authorized Signatory

KKR Financial CLO 2007-A, Ltd.
(Name of Lender)
By:	/s/ Sarah E. Brucks
	Name: Sarah E. Brucks
	Title: Authorized Signatory

KKR Financial CLO 2005-1, Ltd.
(Name of Lender)
By:	/s/ Sarah E. Brucks
	Name: Sarah E. Brucks
	Title: Authorized Signatory

KKR Financial CLO 2006-1, Ltd.
(Name of Lender)
By:	/s/ Sarah E. Brucks
	Name: Sarah E. Brucks
	Title: Authorized Signatory

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
KKR Financial CLO 2005-2, Ltd.
(Name of Lender)
By:	/s/ Sarah E. Brucks
	Name: Sarah E. Brucks
	Title: Authorized Signatory

Sankaty Advisors, LLC as Collateral Manager for AVERY POINT CLO, LTD., as Term Lender
(Name of Lender)
By:	/s/ Alan K. Halfenger
	Name:	Alan K. Halfenger
	Title:	Chief Compliance Officer Assistant Secretary

Sankaty Advisors, LLC as Collateral Manager for Castle Hill I - INGOTS, Ltd., as Term Lender
(Name of Lender)
By:	/s/ Alan K. Halfenger
	Name:	Alan K. Halfenger
	Title:	Chief Compliance Officer Assistant Secretary

Sankaty Advisors, LLC as Collateral Manager for Loan Funding XI LLC, As Term Lender
(Name of Lender)
By:	/s/ Alan K. Halfenger
	Name:	Alan K. Halfenger
	Title:	Chief Compliance Officer Assistant Secretary

Chatham Light II CLO, Ltd By: Sankaty Advisors, LLC as Collateral Manager
(Name of Lender)
By:	/s/ Alan K. Halfenger
	Name:	Alan K. Halfenger
	Title:	Chief Compliance Officer Assistant Secretary

Katonah III, Ltd. by Sankaty Advisors LLC as Sub-Advisors
(Name of Lender)
By:	/s/ Alan K. Halfenger
	Name:	Alan K. Halfenger
	Title:	Chief Compliance Officer Assistant Secretary

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
Katonah IV, Ltd. by Sankaty Advisors, LLC as Sub-Advisors
(Name of Lender)
By:	/s/ Alan K. Halfenger
	Name:	Alan K. Halfenger
	Title:	Chief Compliance Officer Assistant Secretary

Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender
(Name of Lender)
By:	/s/ Alan K. Halfenger
	Name:	Alan K. Halfenger
	Title:	Chief Compliance Officer Assistant Secretary

Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender
(Name of Lender)
By:	/s/ Alan K. Halfenger
	Name:	Alan K. Halfenger
	Title:	Chief Compliance Officer Assistant Secretary

Sankaty Advisors, LLC as Collateral Manager for Race Point III CLO, Limited, as Term Lender
(Name of Lender)
By:	/s/ Alan K. Halfenger
	Name:	Alan K. Halfenger
	Title:	Chief Compliance Officer Assistant Secretary

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
Race Point IV CLO, Ltd
By: Sankaty Advisors, LLC as Collateral Manager
(Name of Lender)
By:	/s/ Alan K. Halfenger
	Name: Alan K. Halfenger
	Title: Chief Compliance Officer           Assistant Secretary
Sankaty High Yield Partners II, L.P.
(Name of Lender)
By:	/s/ Alan K. Halfenger
	Name: Alan K. Halfenger
	Title: Chief Compliance Officer           Assistant Secretary
Sankaty High Yield Partners III, L.P.
(Name of Lender)
By:	/s/ Alan K. Halfenger
	Name: Alan K. Halfenger
	Title: Chief Compliance Officer           Assistant Secretary
SSS Funding II
By: Sankaty Advisors, LLC as collateral Manager
(Name of Lender)
By:	/s/ Alan K. Halfenger
	Name: Alan K. Halfenger
	Title: Chief Compliance Officer           Assistant Secretary
KINGSLAND II, LTD.
By: Kingsland Capital Management, LLC as Manager
By:	/s/ Vincent Siino
	Name: Vincent Siino
	Title: Authorized Officer
KINGSLAND III, LTD.
By: Kingsland Capital Management, LLC as Manager
By:	/s/ Vincent Siino
	Name: Vincent Siino
	Title: Authorized Officer

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
KINGSLAND IV, LTD.
By: Kingsland Capital Management, LLC as Manager
By:	/s/ Vincent Siino
	Name: Vincent Siino
	Title: Authorized Officer
KINGSLAND V, LTD.
By: Kingsland Capital Management, LLC as Manager
By:	/s/ Vincent Siino
	Name: Vincent Siino
	Title: Authorized Officer
CITIBANK, N.A.
(Name of Lender)
By:	/s/ Wayne Beckmann
	Name: Wayne Beckmann
	Title: MANAGING DIRECTOR — CITIBANK, N.A.           GLOBAL AUTOS & IND DEPT           388 GREENWICH ST / 34th FL           Ph: 212-816-5566
THE ROYAL BANK OF SCOTLAND PLC
(Name of Lender)
By:	/s/ Jack Lonker
	Name: Jack Lonker
	Title: Senior Vice President
GOLDMAN SACHS LENDING PARTNERS, LLC
(Name of Lender)
By:	/s/ Andrew Caditz
	Name: Andrew Caditz
	Title: Authorized Signatory
VICTORIA FALLS CLO, LTD.
(Name of Lender)
By:	/s/ Bradley K. Bryan
	Name: Bradley K. Bryan
	Title: SVP

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
SUMMIT LAKE CLO, LTD. (Name of Lender)
By:	/s/ Bradley K. Bryan Name: Bradley K. Bryan
	Title: SVP
CLEAR LAKE CLO, LTD. (Name of Lender)
By:	/s/ Bradley K. Bryan Name: Bradley K. Bryan
	Title: SVP
DIAMOND LAKE CLO, LTD. (Name of Lender)
By:	/s/ Bradley K. Bryan Name: Bradley K. Bryan
	Title: SVP
ST. JAMES RIVER CLO, LTD. (Name of Lender)
By:	/s/ Bradley K. Bryan Name: Bradley K. Bryan
	Title: SVP
Taconic Capital Partners 1.5 L.P. By: Taconic Capital Advisors, LP, as Investment Advisor
By:	/s/ Jon Jachman
Name: Jon Jachman
Title: Principal
Taconic Opportunity Fund L.P. By: Taconic Capital Advisors, LP, as Investment Advisor
By:	/s/ Jon Jachman
Name: Jon Jachman
Title: Principal

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
	Zodiac Fund — Morgan Stanley US
	Senior Loan Fund
Name	By: Morgan Stanley Investment Management Inc. as
	Investment Manager
By:	/s/ William A. Housey JR.
	Name: William A. Housey JR.
	Title: Executive Director
LANDMARK II CDO Limited
By: Aladdin Capital Management, as a Lender
By:	/s/ James Bragg
	Name: James Bragg
	Title: Designated Signatory
LANDMARK VII CDO Limited
By: Aladdin Capital Management, as a Lender
By:	/s/ James Bragg
	Name: James Bragg
	Title: Designated Signatory
LANDMARK VIII CLO Limited
By: Aladdin Capital Management, as a Lender
By:	/s/ James Bragg
	Name: James Bragg
	Title: Designated Signatory
GREYROCK CDO Limited
By: Aladdin Capital Management, as a Lender
By:	/s/ James Bragg
	Name: James Bragg
	Title: Designated Signatory

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

State Board of Administration of Florida

By: Hartford Investment Management Company,
its Investment Manager

By:	/s/ Carlos Fegel
	Name:	Carlos Fegel
	Title:	SVP

Hartford Institutional Trust, on behalf of its Floating Rate Bank Loan Series

By: Hartford Investment Management Company,
its Investment Manager

By:	/s/ Carlos Fegel
	Name:	Carlos Fegel
	Title:	SVP

The Hartford Mutual Funds, Inc., on behalf of The Hartford Floating Rate Fund

By: Hartford Investment Management Company, its Sub-advisor

By:	/s/ Carlos Fegel
	Name:	Carlos Fegel
	Title:	SVP

Hartford Series Fund, Inc., on behalf of Hartford High Yield HLS Fund

By: Hartford Investment Management Company, its Sub-advisor

By:	/s/ Carlos Fegel
	Name:	Carlos Fegel
	Title:	SVP

The Hartford Mutual Funds, Inc., on behalf of The Hartford Strategic Income Fund

By: Hartford Investment Management Company its Investment Manager

By:	/s/ Carlos Fegel
	Name:	Carlos Fegel
	Title:	SVP

The Investment and Administrative Committee of The Walt Disney Company Sponsored Qualified Benefit Plans and Key Employees Deferred Compensation and Retirement Plan

By: Hartford Investment Management Company its Investment Manager

By:	/s/ Carlos Fegel
	Name:	Carlos Fegel
	Title:	SVP

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

The Hartford Mutual Funds, Inc., on behalf of The Hartford High Yield Fund

By: Hartford Investment Management Company, its Sub-advisor

By:	/s/ Carlos Fegel
	Name:	Carlos Fegel
	Title:	SVP

Hartford Life and Accident Insurance Company

By: Hartford Investment Management Company its Agent and Attorney-in-Fact

By:	/s/ Carlos Fegel
	Name:	Carlos Fegel
	Title:	SVP

The Hartford Mutual Funds, Inc., on behalf of
The Hartford Income Fund
By Hartford Investment Management Company,
its Subadvisor

By:	/s/ Carlos Fegel
	Name:	Carlos Fegel
	Title:	SVP

The Hartford Mutual Funds, Inc., on behalf of
The Hartford Total Return Bond Fund
By Hartford Investment Management Company,
its Subadvisor

By:	/s/ Carlos Fegel
	Name:	Carlos Fegel
	Title:	SVP

Hartford Series Fund, Inc., on behalf of
Hartford Total Return Bond HLS Fund
By Hartford Investment Management Company,
its Subadvisor

By:	/s/ Carlos Fegel
	Name:	Carlos Fegel
	Title:	SVP

Fraser Sullivan CLO II Ltd
(Name of Lender)

By: Fraser Sullivan Investment Management, LLC
as Collateral Manager

By:	/s/ John W. Fraser
	Name:	John W. Fraser
	Title:	Managing Partner

Fraser Sullivan CLO I Ltd
(Name of Lender)

By: Fraser Sullivan Investment Management LLC,
as Collateral Manager

By:	/s/ John W. Fraser
	Name:	John W. Fraser
	Title:	Managing Partner

ACKNOWLEDGMENT AND CONSENT

     Each of the parties hereto hereby acknowledges and consents to the Fourth Amendment and Release, dated as of June 22, 2009 (the “Amendment”; capitalized terms used herein, but not defined, shall have the meanings set forth in the Amendment), to the Credit Agreement, dated as of April 25, 2006 (the “Existing Credit Agreement”), among LEAR CORPORATION, a Delaware corporation, certain Subsidiaries of LEAR CORPORATION, the several lenders from time to time parties thereto, the several agents parties thereto and JPMORGAN CHASE BANK, N.A., as general administrative agent, and agrees with respect to each Loan Document to which it is a party:

     (a) all of its obligations, liabilities and indebtedness under such Loan Document shall remain in full force and effect on a continuous basis after giving effect to the Amendment and the release of guarantees described therein and its guarantee, if any, of the obligations, liabilities and indebtedness of the Loan Parties under the Existing Credit Agreement shall extend to and cover all Extensions of Credit and interest thereon and fees and expenses and other obligations in respect thereof and in respect of commitments related thereto; and

     (b) all of the Liens and security interests created and arising under such Loan Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continue in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, after giving effect to the Amendment, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees, if any, in the Loan Documents.

[Remainder of page intentionally left blank.]

LEAR CORPORATION
By:	/s/ Shari L. Burgess
	Name:	Shari L. Burgess
	Title:	VP & Treasurer
LEAR OPERATIONS CORPORATION
By:	/s/ Shari L. Burgess
	Name:	Shari L. Burgess
	Title:	VP & Treasurer
LEAR SEATING HOLDINGS CORP. #50
By:	/s/ Shari L. Burgess
	Name:	Shari L. Burgess
	Title:	VP & Treasurer
LEAR CORPORATION EEDS AND INTERIORS
By:	/s/ Shari L. Burgess
	Name:	Shari L. Burgess
	Title:	VP & Treasurer
LEAR CORPORATION (GERMANY) LTD.
By:	/s/ Shari L. Burgess
	Name:	Shari L. Burgess
	Title:	VP & Treasurer
LEAR AUTOMOTIVE DEARBORN, INC.
By:	/s/ Shari L. Burgess
	Name:	Shari L. Burgess
	Title:	VP & Treasurer

EX-10.2

Exhibit 10.2

AGREEMENT

     THIS AGREEMENT (this “Agreement”) is dated as of June 30, 2009 (the “Effective Date”), between Lear Corporation, a Delaware corporation (the “Company”) and Robert E. Rossiter (“Executive”).

     WHEREAS, the Company and Executive are parties to an employment agreement (the “Existing Agreement”);

     WHEREAS, the Company is contemplating a filing under Chapter 11 of the United States Bankruptcy Code;

     WHEREAS, the Existing Agreement would need to conform to the provisions of the United States Bankruptcy Code as a result of a potential Chapter 11 filing;

     WHEREAS, the Company desires to continue to have the benefit of the Executive’s continued service and the restrictive covenants contained herein.

     NOW, THEREFORE, the parties hereto agree as follows:

1. Term of Agreement. This Agreement shall commence on and as of the Effective Date and continue until Executive’s employment has terminated and the obligations of the parties hereunder have terminated or expired or have been satisfied in accordance with their terms, or if earlier, upon the execution of a new employment agreement by the parties hereto. Notwithstanding anything contained herein to the contrary, the provisions of the Existing Agreement will continue to apply until a filing by the Company for bankruptcy. Upon a filing for bankruptcy by the Company, the terms of the Agreement will apply and supersede the terms of the Existing Agreement in their entirety. As of the Effective Date, the title, responsibilities, salary and benefits of Executive shall be the same as those that are currently in effect.

2. Termination of Employment.

(a) Notice. The employment relationship may be terminated by the Company with or without Cause or for Incapacity, or by Executive with or without Good Reason, all as defined below, by giving a Notice of Termination. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon, if any, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated. All notices under this Section 2(a) shall be given in accordance with the requirements of Section 6.

(b) Incapacity. If the Company reasonably determines that Executive is unable at any time to perform the duties of Executive’s position because of a serious illness, injury, impairment, or physical or mental condition and Executive is not eligible for or has exhausted all leave to which Executive may be entitled under the Family and Medical Leave Act (“FMLA”) or, if more generous, other applicable state or local law, the Company may terminate Executive’s employment for “Incapacity”. In addition, at any time that Executive is on a leave of absence, the Company may temporarily reassign the duties of Executive’s position to one or more other executives without creating a basis for Executive’s Good Reason resignation, provided that the Company restores such duties to Executive upon Executive’s return to work.

(c) Cause. Termination of Executive’s employment for “Cause” shall mean termination upon:

(i) an act of fraud, embezzlement or theft by Executive in connection with Executive’s duties or in the course of Executive’s employment with the Company;

(ii) Executive’s material breach of any provision of this Agreement, provided that in those instances in which Executive’s material breach is capable of being cured, Executive has failed to cure within a thirty (30) day period after notice from the Company;

(iii) an act or omission, which is (x) willful or grossly negligent, (y) contrary to established policies or practices of the Company, and (z) materially harmful to the business or reputation of the Company, or to the business of the Company’s customers or suppliers as such relate to the Company; or

(iv) a plea of nolo contendere to, or conviction for, a felony.

(d) Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following circumstances or events:

(i) any reduction by the Company in Executive’s base salary or adverse change in the manner of computing Executive’s incentive compensation opportunity, as in effect from time to time;

(ii) the failure by the Company to pay or provide to Executive any amounts of base salary or earned incentive compensation or any benefits which are due, owing and payable to Executive, or to pay to Executive any portion of an installment of deferred compensation due under any deferred compensation program of the Company;

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(iii) the failure by the Company to continue to provide Executive with benefits substantially similar in the aggregate to the Company’s life insurance, medical, dental, health, accident or disability plans in which Executive is participating at the date of this Agreement;

(iv) except on a temporary basis as described in Section 2(b), a material adverse change in Executive’s responsibilities, position, reporting relationships, authority or duties. For purposes of clarification, Executive agrees that it will not be a material adverse change for the Company to reassign Executive to a position with at least substantially similar responsibilities and authority;

(v) the transfer of Executive’s principal place of employment to a location fifty (50) or more miles from its location immediately preceding the transfer; or

(vi) without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company.

Notwithstanding anything else herein, Good Reason shall not exist if, with regard to the circumstances or events relied upon in Executive’s Notice of Termination: (x) Executive failed to provide a Notice of Termination to the Company within sixty (60) days of the date Executive knew or should have known of such circumstances or events, (y) the circumstances or events are fully corrected by the Company prior to the Date of Termination, or (z) Executive gives Executive’s express written consent to the circumstances or events.

(e) Date of Termination. “Date of Termination” shall mean:

(i) if Executive’s employment is terminated by reason of Executive’s death, the date of Executive’s death;

(ii) if Executive’s employment is terminated by the Company for any reason other than because of Executive’s death, the date specified in the Notice of Termination (which shall not be prior to the date of the notice);

(iii) if Executive’s employment is terminated by Executive for any reason, the Date of Termination shall be not less than thirty (30) nor more than sixty (60) days from the date such Notice of Termination is given, or such earlier date after the date such Notice of Termination is given as may be identified by the Company.

Unless the Company instructs Executive not to do so, Executive shall continue to perform services as provided in this Agreement through the Date of Termination.

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(f) Employee Benefits. A termination by the Company pursuant to Section 2(c) hereof or by Executive pursuant to Section 2(d) hereof shall not affect any rights which Executive may have pursuant to any other agreement, policy, plan, program or arrangement of the Company providing employee benefits, which rights shall be governed by the terms thereof and by Section 3; provided, however, that if Executive shall have received or shall be receiving benefits under Section 3(b) hereof and, if applicable, Section 4 hereof, Executive shall not be entitled to receive benefits under any other policy, plan, program or arrangement of the Company providing severance compensation to which Executive would otherwise be entitled.

3. Compensation Upon Termination. Upon Executive’s termination of employment, Executive shall receive:

(a) If Executive’s employment shall be terminated by the Company for Incapacity or for Cause, by Executive without Good Reason, or upon Executive’s death, the Company shall pay to Executive (or, in the event of Executive’s death, to Executive’s beneficiary or estate), when the same would otherwise have been due, the base salary and any other accrued amounts then payable through the Date of Termination and shall have no further obligations under this Agreement, other than as set forth in Section 3(c) hereof, as applicable.

(b) If Executive’s employment shall be terminated (a) by the Company, except for a termination by the Company for Cause or Incapacity (or due to Executive’s death), or (b) by Executive for Good Reason, then Executive shall be entitled to the benefits provided below, in addition to the benefits provided in Section 3(c) hereof, as applicable:

(i) The Company shall pay Executive Executive’s full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given (or, if greater, at the rate in effect at any time within 90 days prior to the time Notice of Termination is given), plus all other amounts to which Executive is entitled under any compensation or benefit plans of the Company, including, without limitation, any accrued amounts under any retention or incentive plan (including, but not limited to, the Key Management Incentive Plan or successor program), and including incentive compensation prorated for any applicable measurement period occurring prior to the Date of Termination, at the time such payments are due, except as otherwise provided below.

(ii) an amount (the “Severance Payment”) equal to two (2) times the sum of:

(A) the greater of (I) Executive’s annual base salary rate in effect as of the Effective Date or (II) Executive’s annual base salary rate in effect as of the Termination Date; and

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(B) the greater of (I) Executive’s annual incentive bonus target amount in effect as of the Effective Date or (II) Executive’s annual incentive bonus target amount in effect as of the Termination Date.

In the event that the Date of Termination precedes the Emergence Date (as defined below), the Severance Payment will be paid in a lump sum as soon as practicable following the Emergence Date. In the event the Date of Termination is after the Emergence Date, the Severance Payment will be paid over the two-year period beginning on the Date of Termination (the “Severance Period”) in twenty-four (24) equal semi-monthly installments. “Emergence Date” shall mean the effective date of a Chapter 11 plan of reorganization.

(iii) The Company shall arrange to provide to Executive, Executive’s dependents, and beneficiaries, for the Severance Period, benefits provided under any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) (“Welfare Benefits”). If and to the extent that any such Welfare Benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company (A) solely due to the fact that Executive is no longer an officer or employee of the Company or (B) as a result of the amendment or termination of any plan providing for Welfare Benefits, the Company shall then itself pay or provide for the payment of such Welfare Benefits to Executive, Executive’s dependents and beneficiaries. Without otherwise limiting the purposes or effect of the no mitigation obligation in Section 3(h) hereof, Welfare Benefits payable to Executive (including Executive’s dependents and beneficiaries) pursuant to this Section 3(b)(iii) shall be reduced to the extent comparable welfare benefits are actually received by Executive (including Executive’s dependents and beneficiaries) from another employer during such period, and any such benefits actually received by Executive shall be reported by Executive to the Company.

(c) If, after the Emergence Date, Executive’s employment shall be terminated by the Company for Incapacity or for any reason other than Cause, by Executive for Good Reason, or upon Executive’s death, (i) any unvested portion of Executive’s award under the Key Management Incentive Plan shall immediately vest and be payable upon such termination (in the event of death, to the Executive’s beneficiary or estate) and (ii) any unvested shares of restricted stock of the Company held by Executive that were granted under the Management Equity Plan shall immediately vest in their entirety upon such termination.

(d) The Company may not set-off or counterclaim losses, fines or damages in respect of any claim, debt or obligation against any payment to or benefit for Executive provided for in this Agreement.

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(e) Without limiting Executive’s rights at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder within thirty (30) days of the date it is due, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the “prime rate” as quoted from time to time during the relevant period in The Wall Street Journal, plus three percent. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change.

(f) The Company acknowledges that its severance pay plans and policies applicable in general to its salaried employees do not provide for mitigation, offset or reduction of any severance payment received thereunder. Accordingly, the parties hereto expressly agree that the payment of the severance compensation by the Company to Executive in accordance with the terms of this Agreement shall be liquidated damages and that Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall any profits, income, earnings or other benefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on the part of Executive hereunder or otherwise, except as expressly provided in this Section 3.

4. Certain Additional Payments by the Company.

(a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined (as hereafter provided) that any payment (or benefit provided) by the Company to or for Executive’s benefit, whether paid or payable pursuant to the terms of this Agreement or otherwise (a “Payment”), would be subject to the excise tax imposed by Section 4999 (or any successor thereto) of the Code, and any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment or payments (collectively, a “Gross-Up Payment”), including without limitation any Gross-Up Payment made with respect to the Excise Tax, if any, attributable to (i) any incentive stock option, as defined by Section 422 of the Code (“ISO”), or (ii) any stock appreciation or similar right, whether or not limited, granted in tandem with any ISO. The Gross-Up Payment shall be in an amount such that, after payment by Executive of the Excise Tax, plus any additional taxes, penalties and interest, and any further Excise Taxes imposed upon the Gross-Up Payment, Executive retain, after payment of all such taxes and Excise Taxes, an amount of the Gross-Up Payment equal to the Payment that Executive would have received if no Excise Taxes had been imposed upon the Payment and no additional taxes, penalties, and interest or further Excise Taxes had been imposed upon the Gross-Up Payment.

(b) Subject to the provisions of Section 4(e) hereof, all determinations required to be made under this Section 4, including whether an Excise Tax is payable by Executive and the amount of such Excise Tax and whether a Gross-Up Payment is required and the

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amount of such Gross-Up Payment, shall be made by a nationally recognized firm of certified public accountants (the “Accounting Firm”) selected by Executive in Executive’s sole discretion, other than the Company’s independent auditing firm, to the extent prohibited by applicable Public Company Accounting Oversight Board rules. Executive shall direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and Executive within thirty (30) calendar days after the later of the Date of Termination or the Emergence Date. If the Accounting Firm determines that any Excise Tax is payable by Executive, the Company shall pay the required Gross-Up Payment to Executive within five (5) business days after receipt of the aforesaid determination and calculations. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish Executive with an opinion that Executive does not owe any Excise Tax on Executive’s Federal income tax return. Any determination by the Accounting Firm as to the amount of the Gross-Up Payment to be paid by the Company within such thirty (30) calendar day period shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 (or any successor thereto) of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(e) hereof and Executive thereafter are required to make a payment of any Excise Tax, Executive shall direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both the Company and Executive as promptly as possible. Any such Underpayment shall be promptly paid by the Company to or for Executive’s benefit within three calendar days after receipt of such determination and calculations.

(c) The Company and Executive shall each cooperate with the Accounting Firm in connection with the preparation and issuance of the determination provided for in Section 4(b) hereof. Such cooperation shall include without limitation providing the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or Executive, as the case may be, that are reasonably requested by the Accounting Firm.

(d) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations provided for in Section 6(b) hereof shall initially be paid by Executive. The Company shall reimburse Executive for Executive’s payment of such costs and expenses within five (5) business days after receipt from Executive of a statement therefor and evidence of Executive’s payment thereof.

(e) Executive shall notify the Company in writing, of any claim by the Internal Revenue Service (the “IRS”) that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive receives notice of such claim and

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shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the earlier of (x) the expiration of the thirty (30) calendar day period following the date on which Executive gives such notice to the Company or (y) the date that any payment of taxes with respect to such claim is due. If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:

(i) give the Company any information reasonably requested by the Company relating, to such claim;

(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing, from time to time, including without limitation accepting legal representation with respect to such claim by an attorney reasonably selected by the Company;

(iii) cooperate with the Company in good faith in order effectively to contest such claim; and

(iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(e), the Company shall, provided that such control does not have a material adverse affect on Executive’s individual income tax with respect to matters unrelated to the contest of the Excise Tax, control all proceedings taken in connection with such contest and, at its sole option, may, provided that such pursuit or foregoing does not have a material adverse affect on Executive’s individual income tax with respect to matters unrelated to the contest of the Excise Tax, pursue or forego any and all administrative appeals, proceedings, hearings and conference with the IRS in respect of such claim (but, Executive may participate therein at Executive’s own cost and expense) and may, at its sole option, provided that such payment, suit, contest or prosecution does not have a material adverse affect on Executive’s individual income tax with respect to matters unrelated to the contest of the Excise Tax, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay the tax claimed and sue for a refund, the Company shall advance the amount of such payment to Executive on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax,

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including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for Executive’s taxable year with respect to which the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of such contest shall be limited to issues with respect to which a Gross Up Payment would be payable hereunder, and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS.

(f) If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 4(e) hereof, Executive receives any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 4(e) hereof) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 4(e) hereof, a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial or refund prior to the expiration of thirty (30) calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

5. Successors; Binding Agreement. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all the business and/or assets of the Company, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place, and will assign its rights and obligations hereunder to such successor. Failure of the Company to make such an assignment and to obtain such assumption and agreement prior to the effectiveness of any such succession, unless Executive agrees otherwise in writing with the Company or the successor, shall entitle Executive to compensation from the Company in the same amount and on the same terms as Executive would be entitled to hereunder if Executive terminates Executive’s employment for Good Reason and the date on which any such succession becomes effective shall be deemed Executive’s Date of Termination. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in this Section 5. Without limiting the generality of the foregoing, Executive’s right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by Executive’s will or by the laws of descent and distribution

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and, in the event of any attempted assignment or transfer contrary to this Section 5, the Company shall have no liability to pay to the purported assignee or transferee any amount so attempted to be assigned or transferred. The Company and Executive recognize that each party will have no adequate remedy at law for any material breach by the other of any of the agreements contained herein and, in the event of any such breach, the Company and Executive hereby agree and consent that the other shall be entitled to a decree of specific performance, mandamus or other appropriate remedy to enforce performance of this Agreement.

6. Notices. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing, and shall be deemed to have been duly given when delivered by hand, or mailed by United States certified mail, return receipt requested, postage prepaid, or sent by Federal Express or similar overnight courier service, addressed to the respective addresses set forth on the signature page of this Agreement, or sent by facsimile with confirmation of receipt to the respective facsimile numbers set forth on the signature page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Secretary of the Company (or, if Executive is the Secretary at the time such notice is to be given, to the Chairman of the Company’s Board of Directors), or to such other address or facsimile number as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address or facsimile number shall be effective only upon receipt.

7. Noncompetition.

(a) From the Effective Date until the Date of Termination, Executive agrees not to engage in any Competitive Activity. For purposes of this Agreement, the term “Competitive Activity” shall mean Executive’s participation as an employee or consultant, without the written consent of the CEO or the Board or any authorized committee thereof, in the management of any business enterprise anywhere in the world if such enterprise is a “Significant Customer” of any product or service of the Company or engages in competition with any product or service of the Company (including without limitation any enterprise that is a supplier to an original equipment automotive vehicle manufacturer) or is planning to engage in such competition. For purposes of this Agreement, the term “Significant Customer” shall mean any customer who represents in excess of 5% of the Company’s sales in any of the three calendar years prior to the date of determination. “Competitive Activity” shall not include the mere ownership of, and exercise of rights appurtenant to, securities of a publicly-traded company representing 5% or less of the total voting power and 5% or less of the total value of such an enterprise. Executive agrees that the Company is a global business and that it is appropriate for this Section 7 to apply to Competitive Activity conducted anywhere in the world.

(b) Executive agrees not to engage directly or indirectly in any Competitive Activity (i) until one (1) year after the Date of Termination if Executive is terminated by the Company for Cause, or Executive terminates Executive’s employment for other than Good Reason, or (ii) until two (2) years after the Date of Termination in all other circumstances.

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(c) Executive shall not directly or indirectly, either on Executive’s own account or with or for anyone else, solicit or attempt to solicit any of the Company’s customers, solicit or attempt to solicit for any business endeavor or hire or attempt to hire any employee of the Company, or otherwise divert or attempt to divert from the Company any business whatsoever or interfere with any business relationship between the Company and any other person, (i) until one (1) year after the Date of Termination if Executive is terminated by the Company for Cause, or Executive terminates Executive’s employment for other than Good Reason, or (ii) until two (2) years after the Date of Termination in all other circumstances.

(d) Executive acknowledges and agrees that damages in the event of a breach or threatened breach of the covenants in this Section 7 will be difficult to determine and will not afford a full and adequate remedy, and therefore agree that the Company, in addition to seeking actual damages pursuant to Section 7 hereof, may seek specific enforcement of the covenant not to compete in any court of competent jurisdiction, including, without limitation, by the issuance of a temporary or permanent injunction, without the necessity of a bond. Executive and the Company agree that the provisions of this covenant not to compete are reasonable. However, should any court or arbitrator determine that any provision of this covenant not to compete is unreasonable, either in period of time, geographical area, or otherwise, the parties agree that this covenant not to compete should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable.

(e) In consideration of the payment by the Company of the amounts pursuant to Sections 3(b)(ii) and 3(b)(iii) hereto, Executive shall execute a general release in form and substance reasonably acceptable to the Company acknowledging, among other things, Executive’s obligations under this Agreement.

8. Confidentiality and Cooperation.

(a) Executive shall not knowingly use, disclose or reveal to any unauthorized person, at any time after the Effective Date, any trade secret or other confidential information relating to the Company or any of its affiliates, or any of their respective businesses or principals, such as, without limitation, dealers’ or distributor’s lists, information regarding personnel and manufacturing processes, marketing and sales plans, pricing or cost information, and all other such information; and Executive confirms that such information is the exclusive property of the Company and its affiliates. Upon termination of Executive’s employment, Executive agrees to return to the Company on demand by the Company all memoranda, books, papers, letters and other data, and all copies thereof or therefrom, in any way relating to the business of the Company and its affiliates, whether made by Executive or otherwise in Executive’s possession.

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(b) Any design, engineering methods, techniques, discoveries, inventions (whether patentable or not), formulae, formulations, technical and product specifications, bill of materials, equipment descriptions, plans, layouts, drawings, computer programs, assembly, quality control, installation and operating procedures, operating manuals, strategic, technical or marketing information, designs, data, secret knowledge, know-how and all other information of a confidential nature prepared or produced during the period of Executive’s employment and which ideas, processes, and other materials or information relate to any of the businesses of the Company, shall be owned by the Company and its affiliates whether or not Executive should in fact execute an assignment thereof or other instrument or document which may be reasonably necessary to protect and secure such rights to the Company.

(c) Following the termination of Executive’s employment, Executive agrees to make himself or herself reasonably available to the Company to respond to periodic requests for information relating to the Company or Executive’s employment which may be within Executive’s knowledge. Executive further agrees to cooperate fully with the Company in connection with any and all existing or future depositions, litigation, or investigations brought by or against the Company, any entity related to the Company, or any of its (their) agents, officers, directors or employees, whether administrative, civil or criminal in nature, in which and to the extent the Company deems Executive’s cooperation necessary. In the event that Executive is subpoenaed in connection with any litigation or investigation, Executive will immediately notify the Company. Executive shall not receive any additional compensation, other than reimbursement for reasonable costs and expenses incurred by Executive, in complying with the terms of this Section 8(c).

9. Arbitration.

(a) Except as contemplated by Section 7(d) or Section 9(c) hereof, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the Company and an individual to be selected by Executive, or if such two individuals cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect.

(b) The parties agree to use their best efforts to cause (i) the two individuals set forth in the preceding Section 9(a), or, if applicable, the American Arbitration Association, to appoint the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) any arbitration hearing to be held within thirty (30) days of the date of

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selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time.

(c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 9 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

10. Modifications. No provision of this Agreement may be modified, amended, waived or discharged unless such modification, amendment, waiver or discharge is agreed to in writing and signed by both Executive and such officer of the Company as may be specifically designated by the Board.

11. No Implied Waivers. Failure of either party at any time to require performance by the other party of any provision hereof shall in no way affect the full right to require such performance at any time thereafter. Waiver by either party of a breach of any obligation hereunder shall not constitute a waiver of any succeeding breach of the same obligation. Failure of either party to exercise any of its rights provided herein shall not constitute a waiver of such right.

12. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Michigan without giving effect to any conflicts of laws rules.

13. Payments Net of Taxes. Except as otherwise provided in Section 4 herein, any payments provided for herein which are subject to Federal, State, local or other governmental tax or other withholding requirements or obligations, shall have such amounts withheld prior to payment, and the Company shall be considered to have fully satisfied its obligation hereunder by making such payments to Executive net of and after deduction for all applicable withholding obligations.

14. Capacity of Parties. The parties hereto warrant that they have the capacity and authority to execute this Agreement.

15. Validity. The invalidity or unenforceability of any provision of this Agreement shall not, at the option of the party for whose benefit such provision was intended, affect the validity or

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enforceability of any other provision of the Agreement, which shall remain in full force and effect.

16. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

17. Entire Agreement. Upon a filing for bankruptcy by the Company, this Agreement will contain the entire agreement by the parties with respect to the matters covered herein and supersedes any prior agreement (including, but not limited to, prior employment agreement(s)), condition, practice, custom, usage and obligation with respect to such matters insofar as any such prior agreement, condition, practice, custom, usage or obligation might have given rise to any enforceable right. No agreements, understandings or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

18. Legal Fees and Expenses. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, the Company shall pay or cause to be paid and be solely responsible for any and all reasonable attorneys’ and related fees and expenses incurred by Executive (i) as a result of the Company’s failure to perform this Agreement or any provision hereof or (ii) as a result of the Company unreasonably or maliciously contesting the validity or enforceability of this Agreement or any provision hereof as aforesaid.

19. Code Section 409A. Notwithstanding anything to the contrary in Section 3(b) hereof, to the extent necessary to comply with the requirements of Section 409A of the Internal Revenue Code the following provisions shall apply to the portion of the Severance Payment that does not qualify for exemption from Section 409A of the Internal Revenue Code:

(a) “Emergence Date” shall mean the date of a “change in control event” (as defined for purposes of Section 409A of the Code and the regulations thereunder) that coincides with the effective date of a Chapter 11 plan of reorganization.

(b) Distribution of the Severance Payment shall commence within thirty (30) days after the later of the Date of Termination or the Emergence Date.

(c) The form of such distribution shall be as provided in Section 3(b) hereof; provided, however, that if the Termination Date is later than the end of the two-year

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period beginning on the Emergence Date, distributions of the Severance Payment shall be made in the same manner as for a Termination Date prior to the Emergence Date.

The “Lear Corporation Code Section 409A Policies and Procedures” as in effect on the Effective Date are hereby incorporated by reference in this Agreement as if set forth herein, and shall supersede any conflicting provisions of this Agreement.

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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

LEAR CORPORATION
By:	/s/ Terrence B. Larkin
Name:	Terrence B. Larkin
Title:	Senior Vice President, General Counsel and Corporate Secretary
EXECUTIVE:
/s/ Robert E. Rossiter
Robert E. Rossiter
Address:
Fax:

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EX-10.3

Exhibit 10.3

AGREEMENT

     THIS AGREEMENT (this “Agreement”) is dated as of June 30, 2009 (the “Effective Date”), between Lear Corporation, a Delaware corporation (the “Company”) and Matthew J. Simoncini (“Executive”).

     WHEREAS, the Company and Executive are parties to an employment agreement (the “Existing Agreement”);

     WHEREAS, the Company is contemplating a filing under Chapter 11 of the United States Bankruptcy Code;

     WHEREAS, the Existing Agreement would need to conform to the provisions of the United States Bankruptcy Code as a result of a potential Chapter 11 filing;

     WHEREAS, the Company desires to continue to have the benefit of the Executive’s continued service and the restrictive covenants contained herein.

     NOW, THEREFORE, the parties hereto agree as follows:

1. Term of Agreement. This Agreement shall commence on and as of the Effective Date and continue until Executive’s employment has terminated and the obligations of the parties hereunder have terminated or expired or have been satisfied in accordance with their terms, or if earlier, upon the execution of a new employment agreement by the parties hereto. Notwithstanding anything contained herein to the contrary, the provisions of the Existing Agreement will continue to apply until a filing by the Company for bankruptcy. Upon a filing for bankruptcy by the Company, the terms of the Agreement will apply and supersede the terms of the Existing Agreement in their entirety. As of the Effective Date, the title, responsibilities, salary and benefits of Executive shall be the same as those that are currently in effect.

2. Termination of Employment.

(a) Notice. The employment relationship may be terminated by the Company with or without Cause or for Incapacity, or by Executive with or without Good Reason, all as defined below, by giving a Notice of Termination. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon, if any, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated. All notices under this Section 2(a) shall be given in accordance with the requirements of Section 6.

(b) Incapacity. If the Company reasonably determines that Executive is unable at any time to perform the duties of Executive’s position because of a serious illness, injury, impairment, or physical or mental condition and Executive is not eligible for or has exhausted all leave to which Executive may be entitled under the Family and Medical Leave Act (“FMLA”) or, if more generous, other applicable state or local law, the Company may terminate Executive’s employment for “Incapacity”. In addition, at any time that Executive is on a leave of absence, the Company may temporarily reassign the duties of Executive’s position to one or more other executives without creating a basis for Executive’s Good Reason resignation, provided that the Company restores such duties to Executive upon Executive’s return to work.

(c) Cause. Termination of Executive’s employment for “Cause” shall mean termination upon:

(i) an act of fraud, embezzlement or theft by Executive in connection with Executive’s duties or in the course of Executive’s employment with the Company;

(ii) Executive’s material breach of any provision of this Agreement, provided that in those instances in which Executive’s material breach is capable of being cured, Executive has failed to cure within a thirty (30) day period after notice from the Company;

(iii) an act or omission, which is (x) willful or grossly negligent, (y) contrary to established policies or practices of the Company, and (z) materially harmful to the business or reputation of the Company, or to the business of the Company’s customers or suppliers as such relate to the Company; or

(iv) a plea of nolo contendere to, or conviction for, a felony.

(d) Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following circumstances or events:

(i) any reduction by the Company in Executive’s base salary or adverse change in the manner of computing Executive’s incentive compensation opportunity, as in effect from time to time;

(ii) the failure by the Company to pay or provide to Executive any amounts of base salary or earned incentive compensation or any benefits which are due, owing and payable to Executive, or to pay to Executive any portion of an installment of deferred compensation due under any deferred compensation program of the Company;

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(iii) the failure by the Company to continue to provide Executive with benefits substantially similar in the aggregate to the Company’s life insurance, medical, dental, health, accident or disability plans in which Executive is participating at the date of this Agreement;

(iv) except on a temporary basis as described in Section 2(b), a material adverse change in Executive’s responsibilities, position, reporting relationships, authority or duties. For purposes of clarification, Executive agrees that it will not be a material adverse change for the Company to reassign Executive to a position with at least substantially similar responsibilities and authority;

(v) the transfer of Executive’s principal place of employment to a location fifty (50) or more miles from its location immediately preceding the transfer; or

(vi) without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company.

Notwithstanding anything else herein, Good Reason shall not exist if, with regard to the circumstances or events relied upon in Executive’s Notice of Termination: (x) Executive failed to provide a Notice of Termination to the Company within sixty (60) days of the date Executive knew or should have known of such circumstances or events, (y) the circumstances or events are fully corrected by the Company prior to the Date of Termination, or (z) Executive gives Executive’s express written consent to the circumstances or events.

(e) Date of Termination. “Date of Termination” shall mean:

(i) if Executive’s employment is terminated by reason of Executive’s death, the date of Executive’s death;

(ii) if Executive’s employment is terminated by the Company for any reason other than because of Executive’s death, the date specified in the Notice of Termination (which shall not be prior to the date of the notice);

(iii) if Executive’s employment is terminated by Executive for any reason, the Date of Termination shall be not less than thirty (30) nor more than sixty (60) days from the date such Notice of Termination is given, or such earlier date after the date such Notice of Termination is given as may be identified by the Company.

Unless the Company instructs Executive not to do so, Executive shall continue to perform services as provided in this Agreement through the Date of Termination.

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(f) Employee Benefits. A termination by the Company pursuant to Section 2(c) hereof or by Executive pursuant to Section 2(d) hereof shall not affect any rights which Executive may have pursuant to any other agreement, policy, plan, program or arrangement of the Company providing employee benefits, which rights shall be governed by the terms thereof and by Section 3; provided, however, that if Executive shall have received or shall be receiving benefits under Section 3(b) hereof and, if applicable, Section 4 hereof, Executive shall not be entitled to receive benefits under any other policy, plan, program or arrangement of the Company providing severance compensation to which Executive would otherwise be entitled.

3. Compensation Upon Termination. Upon Executive’s termination of employment, Executive shall receive:

(a) If Executive’s employment shall be terminated by the Company for Incapacity or for Cause, by Executive without Good Reason, or upon Executive’s death, the Company shall pay to Executive (or, in the event of Executive’s death, to Executive’s beneficiary or estate), when the same would otherwise have been due, the base salary and any other accrued amounts then payable through the Date of Termination and shall have no further obligations under this Agreement, other than as set forth in Section 3(c) hereof, as applicable.

(b) If Executive’s employment shall be terminated (a) by the Company, except for a termination by the Company for Cause or Incapacity (or due to Executive’s death), or (b) by Executive for Good Reason, then Executive shall be entitled to the benefits provided below, in addition to the benefits provided in Section 3(c) hereof, as applicable:

(i) The Company shall pay Executive Executive’s full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given (or, if greater, at the rate in effect at any time within 90 days prior to the time Notice of Termination is given), plus all other amounts to which Executive is entitled under any compensation or benefit plans of the Company, including, without limitation, any accrued amounts under any retention or incentive plan (including, but not limited to, the Key Management Incentive Plan or successor program), and including incentive compensation prorated for any applicable measurement period occurring prior to the Date of Termination, at the time such payments are due, except as otherwise provided below.

(ii) an amount (the “Severance Payment”) equal to two (2) times the sum of:

(A) the greater of (I) Executive’s annual base salary rate in effect as of the Effective Date or (II) Executive’s annual base salary rate in effect as of the Termination Date; and

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(B) the greater of (I) Executive’s annual incentive bonus target amount in effect as of the Effective Date or (II) Executive’s annual incentive bonus target amount in effect as of the Termination Date.

In the event that the Date of Termination precedes the Emergence Date (as defined below), the Severance Payment will be paid in a lump sum as soon as practicable following the Emergence Date. In the event the Date of Termination is after the Emergence Date, the Severance Payment will be paid over the two-year period beginning on the Date of Termination (the “Severance Period”) in twenty-four (24) equal semi-monthly installments. “Emergence Date” shall mean the effective date of a Chapter 11 plan of reorganization.

(iii) The Company shall arrange to provide to Executive, Executive’s dependents, and beneficiaries, for the Severance Period, benefits provided under any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) (“Welfare Benefits”). If and to the extent that any such Welfare Benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company (A) solely due to the fact that Executive is no longer an officer or employee of the Company or (B) as a result of the amendment or termination of any plan providing for Welfare Benefits, the Company shall then itself pay or provide for the payment of such Welfare Benefits to Executive, Executive’s dependents and beneficiaries. Without otherwise limiting the purposes or effect of the no mitigation obligation in Section 3(h) hereof, Welfare Benefits payable to Executive (including Executive’s dependents and beneficiaries) pursuant to this Section 3(b)(iii) shall be reduced to the extent comparable welfare benefits are actually received by Executive (including Executive’s dependents and beneficiaries) from another employer during such period, and any such benefits actually received by Executive shall be reported by Executive to the Company.

(c) If, after the Emergence Date, Executive’s employment shall be terminated by the Company for Incapacity or for any reason other than Cause, by Executive for Good Reason, or upon Executive’s death, any unvested shares of restricted stock of the Company held by Executive that were granted under the Management Equity Plan shall immediately vest in their entirety upon such termination.

(d) The Company may not set-off or counterclaim losses, fines or damages in respect of any claim, debt or obligation against any payment to or benefit for Executive provided for in this Agreement.

(e) Without limiting Executive’s rights at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder

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within thirty (30) days of the date it is due, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the “prime rate” as quoted from time to time during the relevant period in The Wall Street Journal, plus three percent. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change.

(f) The Company acknowledges that its severance pay plans and policies applicable in general to its salaried employees do not provide for mitigation, offset or reduction of any severance payment received thereunder. Accordingly, the parties hereto expressly agree that the payment of the severance compensation by the Company to Executive in accordance with the terms of this Agreement shall be liquidated damages and that Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall any profits, income, earnings or other benefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on the part of Executive hereunder or otherwise, except as expressly provided in this Section 3.

4. Certain Additional Payments by the Company.

(a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined (as hereafter provided) that any payment (or benefit provided) by the Company to or for Executive’s benefit, whether paid or payable pursuant to the terms of this Agreement or otherwise (a “Payment”), would be subject to the excise tax imposed by Section 4999 (or any successor thereto) of the Code, and any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment or payments (collectively, a “Gross-Up Payment”), including without limitation any Gross-Up Payment made with respect to the Excise Tax, if any, attributable to (i) any incentive stock option, as defined by Section 422 of the Code (“ISO”), or (ii) any stock appreciation or similar right, whether or not limited, granted in tandem with any ISO. The Gross-Up Payment shall be in an amount such that, after payment by Executive of the Excise Tax, plus any additional taxes, penalties and interest, and any further Excise Taxes imposed upon the Gross-Up Payment, Executive retain, after payment of all such taxes and Excise Taxes, an amount of the Gross-Up Payment equal to the Payment that Executive would have received if no Excise Taxes had been imposed upon the Payment and no additional taxes, penalties, and interest or further Excise Taxes had been imposed upon the Gross-Up Payment.

(b) Subject to the provisions of Section 4(e) hereof, all determinations required to be made under this Section 4, including whether an Excise Tax is payable by Executive and the amount of such Excise Tax and whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by a nationally recognized firm of certified public accountants (the “Accounting Firm”) selected by Executive in Executive’s sole discretion, other than the Company’s independent auditing firm, to the

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extent prohibited by applicable Public Company Accounting Oversight Board rules. Executive shall direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and Executive within thirty (30) calendar days after the later of the Date of Termination or the Emergence Date. If the Accounting Firm determines that any Excise Tax is payable by Executive, the Company shall pay the required Gross-Up Payment to Executive within five (5) business days after receipt of the aforesaid determination and calculations. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish Executive with an opinion that Executive does not owe any Excise Tax on Executive’s Federal income tax return. Any determination by the Accounting Firm as to the amount of the Gross-Up Payment to be paid by the Company within such thirty (30) calendar day period shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 (or any successor thereto) of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(e) hereof and Executive thereafter are required to make a payment of any Excise Tax, Executive shall direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both the Company and Executive as promptly as possible. Any such Underpayment shall be promptly paid by the Company to or for Executive’s benefit within three calendar days after receipt of such determination and calculations.

(c) The Company and Executive shall each cooperate with the Accounting Firm in connection with the preparation and issuance of the determination provided for in Section 4(b) hereof. Such cooperation shall include without limitation providing the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or Executive, as the case may be, that are reasonably requested by the Accounting Firm.

(d) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations provided for in Section 6(b) hereof shall initially be paid by Executive. The Company shall reimburse Executive for Executive’s payment of such costs and expenses within five (5) business days after receipt from Executive of a statement therefor and evidence of Executive’s payment thereof.

(e) Executive shall notify the Company in writing, of any claim by the Internal Revenue Service (the “IRS”) that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive receives notice of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the earlier of (x) the expiration of the thirty (30) calendar day period following the date on which Executive

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gives such notice to the Company or (y) the date that any payment of taxes with respect to such claim is due. If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:

(i) give the Company any information reasonably requested by the Company relating, to such claim;

(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing, from time to time, including without limitation accepting legal representation with respect to such claim by an attorney reasonably selected by the Company;

(iii) cooperate with the Company in good faith in order effectively to contest such claim; and

(iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(e), the Company shall, provided that such control does not have a material adverse affect on Executive’s individual income tax with respect to matters unrelated to the contest of the Excise Tax, control all proceedings taken in connection with such contest and, at its sole option, may, provided that such pursuit or foregoing does not have a material adverse affect on Executive’s individual income tax with respect to matters unrelated to the contest of the Excise Tax, pursue or forego any and all administrative appeals, proceedings, hearings and conference with the IRS in respect of such claim (but, Executive may participate therein at Executive’s own cost and expense) and may, at its sole option, provided that such payment, suit, contest or prosecution does not have a material adverse affect on Executive’s individual income tax with respect to matters unrelated to the contest of the Excise Tax, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay the tax claimed and sue for a refund, the Company shall advance the amount of such payment to Executive on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to

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payment of taxes for Executive’s taxable year with respect to which the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of such contest shall be limited to issues with respect to which a Gross Up Payment would be payable hereunder, and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS.

(f) If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 4(e) hereof, Executive receives any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 4(e) hereof) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 4(e) hereof, a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial or refund prior to the expiration of thirty (30) calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

5. Successors; Binding Agreement. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all the business and/or assets of the Company, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place, and will assign its rights and obligations hereunder to such successor. Failure of the Company to make such an assignment and to obtain such assumption and agreement prior to the effectiveness of any such succession, unless Executive agrees otherwise in writing with the Company or the successor, shall entitle Executive to compensation from the Company in the same amount and on the same terms as Executive would be entitled to hereunder if Executive terminates Executive’s employment for Good Reason and the date on which any such succession becomes effective shall be deemed Executive’s Date of Termination. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in this Section 5. Without limiting the generality of the foregoing, Executive’s right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by Executive’s will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 5, the Company shall have no liability to pay to the purported assignee or transferee any amount so attempted to be assigned or transferred. The Company and Executive recognize that each party will have no

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adequate remedy at law for any material breach by the other of any of the agreements contained herein and, in the event of any such breach, the Company and Executive hereby agree and consent that the other shall be entitled to a decree of specific performance, mandamus or other appropriate remedy to enforce performance of this Agreement.

6. Notices. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing, and shall be deemed to have been duly given when delivered by hand, or mailed by United States certified mail, return receipt requested, postage prepaid, or sent by Federal Express or similar overnight courier service, addressed to the respective addresses set forth on the signature page of this Agreement, or sent by facsimile with confirmation of receipt to the respective facsimile numbers set forth on the signature page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Secretary of the Company (or, if Executive is the Secretary at the time such notice is to be given, to the Chairman of the Company’s Board of Directors), or to such other address or facsimile number as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address or facsimile number shall be effective only upon receipt.

7. Noncompetition.

(a) From the Effective Date until the Date of Termination, Executive agrees not to engage in any Competitive Activity. For purposes of this Agreement, the term “Competitive Activity” shall mean Executive’s participation as an employee or consultant, without the written consent of the CEO or the Board or any authorized committee thereof, in the management of any business enterprise anywhere in the world if such enterprise is a “Significant Customer” of any product or service of the Company or engages in competition with any product or service of the Company (including without limitation any enterprise that is a supplier to an original equipment automotive vehicle manufacturer) or is planning to engage in such competition. For purposes of this Agreement, the term “Significant Customer” shall mean any customer who represents in excess of 5% of the Company’s sales in any of the three calendar years prior to the date of determination. “Competitive Activity” shall not include the mere ownership of, and exercise of rights appurtenant to, securities of a publicly-traded company representing 5% or less of the total voting power and 5% or less of the total value of such an enterprise. Executive agrees that the Company is a global business and that it is appropriate for this Section 7 to apply to Competitive Activity conducted anywhere in the world.

(b) Executive agrees not to engage directly or indirectly in any Competitive Activity (i) until one (1) year after the Date of Termination if Executive is terminated by the Company for Cause, or Executive terminates Executive’s employment for other than Good Reason, or (ii) until two (2) years after the Date of Termination in all other circumstances.

(c) Executive shall not directly or indirectly, either on Executive’s own account or with or for anyone else, solicit or attempt to solicit any of the Company’s customers,

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solicit or attempt to solicit for any business endeavor or hire or attempt to hire any employee of the Company, or otherwise divert or attempt to divert from the Company any business whatsoever or interfere with any business relationship between the Company and any other person, (i) until one (1) year after the Date of Termination if Executive is terminated by the Company for Cause, or Executive terminates Executive’s employment for other than Good Reason, or (ii) until two (2) years after the Date of Termination in all other circumstances.

(d) Executive acknowledges and agrees that damages in the event of a breach or threatened breach of the covenants in this Section 7 will be difficult to determine and will not afford a full and adequate remedy, and therefore agree that the Company, in addition to seeking actual damages pursuant to Section 7 hereof, may seek specific enforcement of the covenant not to compete in any court of competent jurisdiction, including, without limitation, by the issuance of a temporary or permanent injunction, without the necessity of a bond. Executive and the Company agree that the provisions of this covenant not to compete are reasonable. However, should any court or arbitrator determine that any provision of this covenant not to compete is unreasonable, either in period of time, geographical area, or otherwise, the parties agree that this covenant not to compete should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable.

(e) In consideration of the payment by the Company of the amounts pursuant to Sections 3(b)(ii) and 3(b)(iii) hereto, Executive shall execute a general release in form and substance reasonably acceptable to the Company acknowledging, among other things, Executive’s obligations under this Agreement.

8. Confidentiality and Cooperation.

(a) Executive shall not knowingly use, disclose or reveal to any unauthorized person, at any time after the Effective Date, any trade secret or other confidential information relating to the Company or any of its affiliates, or any of their respective businesses or principals, such as, without limitation, dealers’ or distributor’s lists, information regarding personnel and manufacturing processes, marketing and sales plans, pricing or cost information, and all other such information; and Executive confirms that such information is the exclusive property of the Company and its affiliates. Upon termination of Executive’s employment, Executive agrees to return to the Company on demand by the Company all memoranda, books, papers, letters and other data, and all copies thereof or therefrom, in any way relating to the business of the Company and its affiliates, whether made by Executive or otherwise in Executive’s possession.

(b) Any design, engineering methods, techniques, discoveries, inventions (whether patentable or not), formulae, formulations, technical and product specifications, bill of materials, equipment descriptions, plans, layouts, drawings, computer programs, assembly, quality control, installation and operating procedures, operating manuals,

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strategic, technical or marketing information, designs, data, secret knowledge, know-how and all other information of a confidential nature prepared or produced during the period of Executive’s employment and which ideas, processes, and other materials or information relate to any of the businesses of the Company, shall be owned by the Company and its affiliates whether or not Executive should in fact execute an assignment thereof or other instrument or document which may be reasonably necessary to protect and secure such rights to the Company.

(c) Following the termination of Executive’s employment, Executive agrees to make himself or herself reasonably available to the Company to respond to periodic requests for information relating to the Company or Executive’s employment which may be within Executive’s knowledge. Executive further agrees to cooperate fully with the Company in connection with any and all existing or future depositions, litigation, or investigations brought by or against the Company, any entity related to the Company, or any of its (their) agents, officers, directors or employees, whether administrative, civil or criminal in nature, in which and to the extent the Company deems Executive’s cooperation necessary. In the event that Executive is subpoenaed in connection with any litigation or investigation, Executive will immediately notify the Company. Executive shall not receive any additional compensation, other than reimbursement for reasonable costs and expenses incurred by Executive, in complying with the terms of this Section 8(c).

9. Arbitration.

(a) Except as contemplated by Section 7(d) or Section 9(c) hereof, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the Company and an individual to be selected by Executive, or if such two individuals cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect.

(b) The parties agree to use their best efforts to cause (i) the two individuals set forth in the preceding Section 9(a), or, if applicable, the American Arbitration Association, to appoint the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time.

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(c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 9 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

10. Modifications. No provision of this Agreement may be modified, amended, waived or discharged unless such modification, amendment, waiver or discharge is agreed to in writing and signed by both Executive and such officer of the Company as may be specifically designated by the Board.

11. No Implied Waivers. Failure of either party at any time to require performance by the other party of any provision hereof shall in no way affect the full right to require such performance at any time thereafter. Waiver by either party of a breach of any obligation hereunder shall not constitute a waiver of any succeeding breach of the same obligation. Failure of either party to exercise any of its rights provided herein shall not constitute a waiver of such right.

12. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Michigan without giving effect to any conflicts of laws rules.

13. Payments Net of Taxes. Except as otherwise provided in Section 4 herein, any payments provided for herein which are subject to Federal, State, local or other governmental tax or other withholding requirements or obligations, shall have such amounts withheld prior to payment, and the Company shall be considered to have fully satisfied its obligation hereunder by making such payments to Executive net of and after deduction for all applicable withholding obligations.

14. Capacity of Parties. The parties hereto warrant that they have the capacity and authority to execute this Agreement.

15. Validity. The invalidity or unenforceability of any provision of this Agreement shall not, at the option of the party for whose benefit such provision was intended, affect the validity or enforceability of any other provision of the Agreement, which shall remain in full force and effect.

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16. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

17. Entire Agreement. Upon a filing for bankruptcy by the Company, this Agreement will contain the entire agreement by the parties with respect to the matters covered herein and supersedes any prior agreement (including, but not limited to, prior employment agreement(s)), condition, practice, custom, usage and obligation with respect to such matters insofar as any such prior agreement, condition, practice, custom, usage or obligation might have given rise to any enforceable right. No agreements, understandings or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

18. Legal Fees and Expenses. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, the Company shall pay or cause to be paid and be solely responsible for any and all reasonable attorneys’ and related fees and expenses incurred by Executive (i) as a result of the Company’s failure to perform this Agreement or any provision hereof or (ii) as a result of the Company unreasonably or maliciously contesting the validity or enforceability of this Agreement or any provision hereof as aforesaid.

19.       Code Section 409A.  Notwithstanding anything to the contrary in Section 3(b) hereof, to the extent necessary to comply with the requirements of Section 409A of the Internal Revenue Code the following provisions shall apply to the portion of the Severance Payment that does not qualify for exemption from Section 409A of the Internal Revenue Code:

(a) “Emergence Date” shall mean the date of a “change in control event” (as defined for purposes of Section 409A of the Code and the regulations thereunder) that coincides with the effective date of a Chapter 11 plan of reorganization.

(b) Distribution of the Severance Payment shall commence within thirty (30) days after the later of the Date of Termination or the Emergence Date.

(c) The form of such distribution shall be as provided in Section 3(b) hereof; provided, however, that if the Termination Date is later than the end of the two-year period beginning on the Emergence Date, distributions of the Severance Payment shall be made in the same manner as for a Termination Date prior to the Emergence Date.

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The “Lear Corporation Code Section 409A Policies and Procedures” as in effect on the Effective Date are hereby incorporated by reference in this Agreement as if set forth herein, and shall supersede any conflicting provisions of this Agreement.

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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

LEAR CORPORATION
By:	/s/ Terrence B. Larkin
Name:	Terrence B. Larkin
Title:	Senior Vice President, General Counsel and Corporate Secretary
EXECUTIVE:
/s/ Matthew J. Simoncini
Matthew J. Simoncini
Address:
Fax:

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EX-10.4

Exhibit 10.4

AGREEMENT

     THIS AGREEMENT (this “Agreement”) is dated as of June 30, 2009 (the “Effective Date”), between Lear Corporation, a Delaware corporation (the “Company”) and Raymond E. Scott (“Executive”).

     WHEREAS, the Company and Executive are parties to an employment agreement (the “Existing Agreement”);

     WHEREAS, the Company is contemplating a filing under Chapter 11 of the United States Bankruptcy Code;

     WHEREAS, the Existing Agreement would need to conform to the provisions of the United States Bankruptcy Code as a result of a potential Chapter 11 filing;

     WHEREAS, the Company desires to continue to have the benefit of the Executive’s continued service and the restrictive covenants contained herein.

     NOW, THEREFORE, the parties hereto agree as follows:

1. Term of Agreement. This Agreement shall commence on and as of the Effective Date and continue until Executive’s employment has terminated and the obligations of the parties hereunder have terminated or expired or have been satisfied in accordance with their terms, or if earlier, upon the execution of a new employment agreement by the parties hereto. Notwithstanding anything contained herein to the contrary, the provisions of the Existing Agreement will continue to apply until a filing by the Company for bankruptcy. Upon a filing for bankruptcy by the Company, the terms of the Agreement will apply and supersede the terms of the Existing Agreement in their entirety. As of the Effective Date, the title, responsibilities, salary and benefits of Executive shall be the same as those that are currently in effect.

2. Termination of Employment.

(a) Notice. The employment relationship may be terminated by the Company with or without Cause or for Incapacity, or by Executive with or without Good Reason, all as defined below, by giving a Notice of Termination. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon, if any, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated. All notices under this Section 2(a) shall be given in accordance with the requirements of Section 6.

(b) Incapacity. If the Company reasonably determines that Executive is unable at any time to perform the duties of Executive’s position because of a serious illness, injury, impairment, or physical or mental condition and Executive is not eligible for or has exhausted all leave to which Executive may be entitled under the Family and Medical Leave Act (“FMLA”) or, if more generous, other applicable state or local law, the Company may terminate Executive’s employment for “Incapacity”. In addition, at any time that Executive is on a leave of absence, the Company may temporarily reassign the duties of Executive’s position to one or more other executives without creating a basis for Executive’s Good Reason resignation, provided that the Company restores such duties to Executive upon Executive’s return to work.

(c) Cause. Termination of Executive’s employment for “Cause” shall mean termination upon:

(i) an act of fraud, embezzlement or theft by Executive in connection with Executive’s duties or in the course of Executive’s employment with the Company;

(ii) Executive’s material breach of any provision of this Agreement, provided that in those instances in which Executive’s material breach is capable of being cured, Executive has failed to cure within a thirty (30) day period after notice from the Company;

(iii) an act or omission, which is (x) willful or grossly negligent, (y) contrary to established policies or practices of the Company, and (z) materially harmful to the business or reputation of the Company, or to the business of the Company’s customers or suppliers as such relate to the Company; or

(iv) a plea of nolo contendere to, or conviction for, a felony.

(d) Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following circumstances or events:

(i) any reduction by the Company in Executive’s base salary or adverse change in the manner of computing Executive’s incentive compensation opportunity, as in effect from time to time;

(ii) the failure by the Company to pay or provide to Executive any amounts of base salary or earned incentive compensation or any benefits which are due, owing and payable to Executive, or to pay to Executive any portion of an installment of deferred compensation due under any deferred compensation program of the Company;

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(iii) the failure by the Company to continue to provide Executive with benefits substantially similar in the aggregate to the Company’s life insurance, medical, dental, health, accident or disability plans in which Executive is participating at the date of this Agreement;

(iv) except on a temporary basis as described in Section 2(b), a material adverse change in Executive’s responsibilities, position, reporting relationships, authority or duties. For purposes of clarification, Executive agrees that it will not be a material adverse change for the Company to reassign Executive to a position with at least substantially similar responsibilities and authority;

(v) the transfer of Executive’s principal place of employment to a location fifty (50) or more miles from its location immediately preceding the transfer; or

(vi) without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company.

Notwithstanding anything else herein, Good Reason shall not exist if, with regard to the circumstances or events relied upon in Executive’s Notice of Termination: (x) Executive failed to provide a Notice of Termination to the Company within sixty (60) days of the date Executive knew or should have known of such circumstances or events, (y) the circumstances or events are fully corrected by the Company prior to the Date of Termination, or (z) Executive gives Executive’s express written consent to the circumstances or events.

(e) Date of Termination. “Date of Termination” shall mean:

(i) if Executive’s employment is terminated by reason of Executive’s death, the date of Executive’s death;

(ii) if Executive’s employment is terminated by the Company for any reason other than because of Executive’s death, the date specified in the Notice of Termination (which shall not be prior to the date of the notice);

(iii) if Executive’s employment is terminated by Executive for any reason, the Date of Termination shall be not less than thirty (30) nor more than sixty (60) days from the date such Notice of Termination is given, or such earlier date after the date such Notice of Termination is given as may be identified by the Company.

Unless the Company instructs Executive not to do so, Executive shall continue to perform services as provided in this Agreement through the Date of Termination.

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(f) Employee Benefits. A termination by the Company pursuant to Section 2(c) hereof or by Executive pursuant to Section 2(d) hereof shall not affect any rights which Executive may have pursuant to any other agreement, policy, plan, program or arrangement of the Company providing employee benefits, which rights shall be governed by the terms thereof and by Section 3; provided, however, that if Executive shall have received or shall be receiving benefits under Section 3(b) hereof and, if applicable, Section 4 hereof, Executive shall not be entitled to receive benefits under any other policy, plan, program or arrangement of the Company providing severance compensation to which Executive would otherwise be entitled.

3. Compensation Upon Termination. Upon Executive’s termination of employment, Executive shall receive:

(a) If Executive’s employment shall be terminated by the Company for Incapacity or for Cause, by Executive without Good Reason, or upon Executive’s death, the Company shall pay to Executive (or, in the event of Executive’s death, to Executive’s beneficiary or estate), when the same would otherwise have been due, the base salary and any other accrued amounts then payable through the Date of Termination and shall have no further obligations under this Agreement, other than as set forth in Section 3(c) hereof, as applicable.

(b) If Executive’s employment shall be terminated (a) by the Company, except for a termination by the Company for Cause or Incapacity (or due to Executive’s death), or (b) by Executive for Good Reason, then Executive shall be entitled to the benefits provided below, in addition to the benefits provided in Section 3(c) hereof, as applicable:

(i) The Company shall pay Executive Executive’s full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given (or, if greater, at the rate in effect at any time within 90 days prior to the time Notice of Termination is given), plus all other amounts to which Executive is entitled under any compensation or benefit plans of the Company, including, without limitation, any accrued amounts under any retention or incentive plan (including, but not limited to, the Key Management Incentive Plan or successor program), and including incentive compensation prorated for any applicable measurement period occurring prior to the Date of Termination, at the time such payments are due, except as otherwise provided below.

(ii) an amount (the “Severance Payment”) equal to two (2) times the sum of:

(A) the greater of (I) Executive’s annual base salary rate in effect as of the Effective Date or (II) Executive’s annual base salary rate in effect as of the Termination Date; and

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(B) the greater of (I) Executive’s annual incentive bonus target amount in effect as of the Effective Date or (II) Executive’s annual incentive bonus target amount in effect as of the Termination Date.

In the event that the Date of Termination precedes the Emergence Date (as defined below), the Severance Payment will be paid in a lump sum as soon as practicable following the Emergence Date. In the event the Date of Termination is after the Emergence Date, the Severance Payment will be paid over the two-year period beginning on the Date of Termination (the “Severance Period”) in twenty-four (24) equal semi-monthly installments. “Emergence Date” shall mean the effective date of a Chapter 11 plan of reorganization.

(iii) The Company shall arrange to provide to Executive, Executive’s dependents, and beneficiaries, for the Severance Period, benefits provided under any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) (“Welfare Benefits”). If and to the extent that any such Welfare Benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company (A) solely due to the fact that Executive is no longer an officer or employee of the Company or (B) as a result of the amendment or termination of any plan providing for Welfare Benefits, the Company shall then itself pay or provide for the payment of such Welfare Benefits to Executive, Executive’s dependents and beneficiaries. Without otherwise limiting the purposes or effect of the no mitigation obligation in Section 3(h) hereof, Welfare Benefits payable to Executive (including Executive’s dependents and beneficiaries) pursuant to this Section 3(b)(iii) shall be reduced to the extent comparable welfare benefits are actually received by Executive (including Executive’s dependents and beneficiaries) from another employer during such period, and any such benefits actually received by Executive shall be reported by Executive to the Company.

(c) If, after the Emergence Date, Executive’s employment shall be terminated by the Company for Incapacity or for any reason other than Cause, by Executive for Good Reason, or upon Executive’s death, any unvested shares of restricted stock of the Company held by Executive that were granted under the Management Equity Plan shall immediately vest in their entirety upon such termination.

(d) The Company may not set-off or counterclaim losses, fines or damages in respect of any claim, debt or obligation against any payment to or benefit for Executive provided for in this Agreement.

(e) Without limiting Executive’s rights at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder

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within thirty (30) days of the date it is due, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the “prime rate” as quoted from time to time during the relevant period in The Wall Street Journal, plus three percent. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change.

(f) The Company acknowledges that its severance pay plans and policies applicable in general to its salaried employees do not provide for mitigation, offset or reduction of any severance payment received thereunder. Accordingly, the parties hereto expressly agree that the payment of the severance compensation by the Company to Executive in accordance with the terms of this Agreement shall be liquidated damages and that Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall any profits, income, earnings or other benefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on the part of Executive hereunder or otherwise, except as expressly provided in this Section 3.

4. Certain Additional Payments by the Company.

(a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined (as hereafter provided) that any payment (or benefit provided) by the Company to or for Executive’s benefit, whether paid or payable pursuant to the terms of this Agreement or otherwise (a “Payment”), would be subject to the excise tax imposed by Section 4999 (or any successor thereto) of the Code, and any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment or payments (collectively, a “Gross-Up Payment”), including without limitation any Gross-Up Payment made with respect to the Excise Tax, if any, attributable to (i) any incentive stock option, as defined by Section 422 of the Code (“ISO”), or (ii) any stock appreciation or similar right, whether or not limited, granted in tandem with any ISO. The Gross-Up Payment shall be in an amount such that, after payment by Executive of the Excise Tax, plus any additional taxes, penalties and interest, and any further Excise Taxes imposed upon the Gross-Up Payment, Executive retain, after payment of all such taxes and Excise Taxes, an amount of the Gross-Up Payment equal to the Payment that Executive would have received if no Excise Taxes had been imposed upon the Payment and no additional taxes, penalties, and interest or further Excise Taxes had been imposed upon the Gross-Up Payment.

(b) Subject to the provisions of Section 4(e) hereof, all determinations required to be made under this Section 4, including whether an Excise Tax is payable by Executive and the amount of such Excise Tax and whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by a nationally recognized firm of certified public accountants (the “Accounting Firm”) selected by Executive in Executive’s sole discretion, other than the Company’s independent auditing firm, to the

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extent prohibited by applicable Public Company Accounting Oversight Board rules. Executive shall direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and Executive within thirty (30) calendar days after the later of the Date of Termination or the Emergence Date. If the Accounting Firm determines that any Excise Tax is payable by Executive, the Company shall pay the required Gross-Up Payment to Executive within five (5) business days after receipt of the aforesaid determination and calculations. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish Executive with an opinion that Executive does not owe any Excise Tax on Executive’s Federal income tax return. Any determination by the Accounting Firm as to the amount of the Gross-Up Payment to be paid by the Company within such thirty (30) calendar day period shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 (or any successor thereto) of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(e) hereof and Executive thereafter are required to make a payment of any Excise Tax, Executive shall direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both the Company and Executive as promptly as possible. Any such Underpayment shall be promptly paid by the Company to or for Executive’s benefit within three calendar days after receipt of such determination and calculations.

(c) The Company and Executive shall each cooperate with the Accounting Firm in connection with the preparation and issuance of the determination provided for in Section 4(b) hereof. Such cooperation shall include without limitation providing the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or Executive, as the case may be, that are reasonably requested by the Accounting Firm.

(d) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations provided for in Section 6(b) hereof shall initially be paid by Executive. The Company shall reimburse Executive for Executive’s payment of such costs and expenses within five (5) business days after receipt from Executive of a statement therefor and evidence of Executive’s payment thereof.

(e) Executive shall notify the Company in writing, of any claim by the Internal Revenue Service (the “IRS”) that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive receives notice of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the earlier of (x) the expiration of the thirty (30) calendar day period following the date on which Executive

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gives such notice to the Company or (y) the date that any payment of taxes with respect to such claim is due. If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:

(i) give the Company any information reasonably requested by the Company relating, to such claim;

(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing, from time to time, including without limitation accepting legal representation with respect to such claim by an attorney reasonably selected by the Company;

(iii) cooperate with the Company in good faith in order effectively to contest such claim; and

(iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(e), the Company shall, provided that such control does not have a material adverse affect on Executive’s individual income tax with respect to matters unrelated to the contest of the Excise Tax, control all proceedings taken in connection with such contest and, at its sole option, may, provided that such pursuit or foregoing does not have a material adverse affect on Executive’s individual income tax with respect to matters unrelated to the contest of the Excise Tax, pursue or forego any and all administrative appeals, proceedings, hearings and conference with the IRS in respect of such claim (but, Executive may participate therein at Executive’s own cost and expense) and may, at its sole option, provided that such payment, suit, contest or prosecution does not have a material adverse affect on Executive’s individual income tax with respect to matters unrelated to the contest of the Excise Tax, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay the tax claimed and sue for a refund, the Company shall advance the amount of such payment to Executive on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to

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payment of taxes for Executive’s taxable year with respect to which the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of such contest shall be limited to issues with respect to which a Gross Up Payment would be payable hereunder, and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS.

(f) If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 4(e) hereof, Executive receives any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 4(e) hereof) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 4(e) hereof, a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial or refund prior to the expiration of thirty (30) calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

5. Successors; Binding Agreement. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all the business and/or assets of the Company, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place, and will assign its rights and obligations hereunder to such successor. Failure of the Company to make such an assignment and to obtain such assumption and agreement prior to the effectiveness of any such succession, unless Executive agrees otherwise in writing with the Company or the successor, shall entitle Executive to compensation from the Company in the same amount and on the same terms as Executive would be entitled to hereunder if Executive terminates Executive’s employment for Good Reason and the date on which any such succession becomes effective shall be deemed Executive’s Date of Termination. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in this Section 5. Without limiting the generality of the foregoing, Executive’s right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by Executive’s will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 5, the Company shall have no liability to pay to the purported assignee or transferee any amount so attempted to be assigned or transferred. The Company and Executive recognize that each party will have no

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adequate remedy at law for any material breach by the other of any of the agreements contained herein and, in the event of any such breach, the Company and Executive hereby agree and consent that the other shall be entitled to a decree of specific performance, mandamus or other appropriate remedy to enforce performance of this Agreement.

6. Notices. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing, and shall be deemed to have been duly given when delivered by hand, or mailed by United States certified mail, return receipt requested, postage prepaid, or sent by Federal Express or similar overnight courier service, addressed to the respective addresses set forth on the signature page of this Agreement, or sent by facsimile with confirmation of receipt to the respective facsimile numbers set forth on the signature page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Secretary of the Company (or, if Executive is the Secretary at the time such notice is to be given, to the Chairman of the Company’s Board of Directors), or to such other address or facsimile number as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address or facsimile number shall be effective only upon receipt.

7. Noncompetition.

(a) From the Effective Date until the Date of Termination, Executive agrees not to engage in any Competitive Activity. For purposes of this Agreement, the term “Competitive Activity” shall mean Executive’s participation as an employee or consultant, without the written consent of the CEO or the Board or any authorized committee thereof, in the management of any business enterprise anywhere in the world if such enterprise is a “Significant Customer” of any product or service of the Company or engages in competition with any product or service of the Company (including without limitation any enterprise that is a supplier to an original equipment automotive vehicle manufacturer) or is planning to engage in such competition. For purposes of this Agreement, the term “Significant Customer” shall mean any customer who represents in excess of 5% of the Company’s sales in any of the three calendar years prior to the date of determination. “Competitive Activity” shall not include the mere ownership of, and exercise of rights appurtenant to, securities of a publicly-traded company representing 5% or less of the total voting power and 5% or less of the total value of such an enterprise. Executive agrees that the Company is a global business and that it is appropriate for this Section 7 to apply to Competitive Activity conducted anywhere in the world.

(b) Executive agrees not to engage directly or indirectly in any Competitive Activity (i) until one (1) year after the Date of Termination if Executive is terminated by the Company for Cause, or Executive terminates Executive’s employment for other than Good Reason, or (ii) until two (2) years after the Date of Termination in all other circumstances.

(c) Executive shall not directly or indirectly, either on Executive’s own account or with or for anyone else, solicit or attempt to solicit any of the Company’s customers,

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solicit or attempt to solicit for any business endeavor or hire or attempt to hire any employee of the Company, or otherwise divert or attempt to divert from the Company any business whatsoever or interfere with any business relationship between the Company and any other person, (i) until one (1) year after the Date of Termination if Executive is terminated by the Company for Cause, or Executive terminates Executive’s employment for other than Good Reason, or (ii) until two (2) years after the Date of Termination in all other circumstances.

(d) Executive acknowledges and agrees that damages in the event of a breach or threatened breach of the covenants in this Section 7 will be difficult to determine and will not afford a full and adequate remedy, and therefore agree that the Company, in addition to seeking actual damages pursuant to Section 7 hereof, may seek specific enforcement of the covenant not to compete in any court of competent jurisdiction, including, without limitation, by the issuance of a temporary or permanent injunction, without the necessity of a bond. Executive and the Company agree that the provisions of this covenant not to compete are reasonable. However, should any court or arbitrator determine that any provision of this covenant not to compete is unreasonable, either in period of time, geographical area, or otherwise, the parties agree that this covenant not to compete should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable.

(e) In consideration of the payment by the Company of the amounts pursuant to Sections 3(b)(ii) and 3(b)(iii) hereto, Executive shall execute a general release in form and substance reasonably acceptable to the Company acknowledging, among other things, Executive’s obligations under this Agreement.

8. Confidentiality and Cooperation.

(a) Executive shall not knowingly use, disclose or reveal to any unauthorized person, at any time after the Effective Date, any trade secret or other confidential information relating to the Company or any of its affiliates, or any of their respective businesses or principals, such as, without limitation, dealers’ or distributor’s lists, information regarding personnel and manufacturing processes, marketing and sales plans, pricing or cost information, and all other such information; and Executive confirms that such information is the exclusive property of the Company and its affiliates. Upon termination of Executive’s employment, Executive agrees to return to the Company on demand by the Company all memoranda, books, papers, letters and other data, and all copies thereof or therefrom, in any way relating to the business of the Company and its affiliates, whether made by Executive or otherwise in Executive’s possession.

(b) Any design, engineering methods, techniques, discoveries, inventions (whether patentable or not), formulae, formulations, technical and product specifications, bill of materials, equipment descriptions, plans, layouts, drawings, computer programs, assembly, quality control, installation and operating procedures, operating manuals,

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strategic, technical or marketing information, designs, data, secret knowledge, know-how and all other information of a confidential nature prepared or produced during the period of Executive’s employment and which ideas, processes, and other materials or information relate to any of the businesses of the Company, shall be owned by the Company and its affiliates whether or not Executive should in fact execute an assignment thereof or other instrument or document which may be reasonably necessary to protect and secure such rights to the Company.

(c) Following the termination of Executive’s employment, Executive agrees to make himself or herself reasonably available to the Company to respond to periodic requests for information relating to the Company or Executive’s employment which may be within Executive’s knowledge. Executive further agrees to cooperate fully with the Company in connection with any and all existing or future depositions, litigation, or investigations brought by or against the Company, any entity related to the Company, or any of its (their) agents, officers, directors or employees, whether administrative, civil or criminal in nature, in which and to the extent the Company deems Executive’s cooperation necessary. In the event that Executive is subpoenaed in connection with any litigation or investigation, Executive will immediately notify the Company. Executive shall not receive any additional compensation, other than reimbursement for reasonable costs and expenses incurred by Executive, in complying with the terms of this Section 8(c).

9. Arbitration.

(a) Except as contemplated by Section 7(d) or Section 9(c) hereof, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the Company and an individual to be selected by Executive, or if such two individuals cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect.

(b) The parties agree to use their best efforts to cause (i) the two individuals set forth in the preceding Section 9(a), or, if applicable, the American Arbitration Association, to appoint the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time.

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(c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 9 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

10. Modifications. No provision of this Agreement may be modified, amended, waived or discharged unless such modification, amendment, waiver or discharge is agreed to in writing and signed by both Executive and such officer of the Company as may be specifically designated by the Board.

11. No Implied Waivers. Failure of either party at any time to require performance by the other party of any provision hereof shall in no way affect the full right to require such performance at any time thereafter. Waiver by either party of a breach of any obligation hereunder shall not constitute a waiver of any succeeding breach of the same obligation. Failure of either party to exercise any of its rights provided herein shall not constitute a waiver of such right.

12. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Michigan without giving effect to any conflicts of laws rules.

13. Payments Net of Taxes. Except as otherwise provided in Section 4 herein, any payments provided for herein which are subject to Federal, State, local or other governmental tax or other withholding requirements or obligations, shall have such amounts withheld prior to payment, and the Company shall be considered to have fully satisfied its obligation hereunder by making such payments to Executive net of and after deduction for all applicable withholding obligations.

14. Capacity of Parties. The parties hereto warrant that they have the capacity and authority to execute this Agreement.

15. Validity. The invalidity or unenforceability of any provision of this Agreement shall not, at the option of the party for whose benefit such provision was intended, affect the validity or enforceability of any other provision of the Agreement, which shall remain in full force and effect.

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16. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

17. Entire Agreement. Upon a filing for bankruptcy by the Company, this Agreement will contain the entire agreement by the parties with respect to the matters covered herein and supersedes any prior agreement (including, but not limited to, prior employment agreement(s)), condition, practice, custom, usage and obligation with respect to such matters insofar as any such prior agreement, condition, practice, custom, usage or obligation might have given rise to any enforceable right. No agreements, understandings or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

18. Legal Fees and Expenses. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, the Company shall pay or cause to be paid and be solely responsible for any and all reasonable attorneys’ and related fees and expenses incurred by Executive (i) as a result of the Company’s failure to perform this Agreement or any provision hereof or (ii) as a result of the Company unreasonably or maliciously contesting the validity or enforceability of this Agreement or any provision hereof as aforesaid.

19. Code Section 409A. Notwithstanding anything to the contrary in Section 3(b) hereof, to the extent necessary to comply with the requirements of Section 409A of the Internal Revenue Code the following provisions shall apply to the portion of the Severance Payment that does not qualify for exemption from Section 409A of the Internal Revenue Code:

(a) “Emergence Date” shall mean the date of a “change in control event” (as defined for purposes of Section 409A of the Code and the regulations thereunder) that coincides with the effective date of a Chapter 11 plan of reorganization.

(b) Distribution of the Severance Payment shall commence within thirty (30) days after the later of the Date of Termination or the Emergence Date.

(c) The form of such distribution shall be as provided in Section 3(b) hereof; provided, however, that if the Termination Date is later than the end of the two-year period beginning on the Emergence Date, distributions of the Severance Payment shall be made in the same manner as for a Termination Date prior to the Emergence Date.

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The “Lear Corporation Code Section 409A Policies and Procedures” as in effect on the Effective Date are hereby incorporated by reference in this Agreement as if set forth herein, and shall supersede any conflicting provisions of this Agreement.

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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

LEAR CORPORATION
By:	/s/ Terrence B. Larkin
Name:	Terrence B. Larkin
Title:	Senior Vice President, General Counsel and Corporate Secretary
EXECUTIVE:
/s/ Raymond E. Scott
Raymond E. Scott
Address:
Fax:

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EX-10.5

Exhibit 10.5

AGREEMENT

     THIS AGREEMENT (this “Agreement”) is dated as of June 30, 2009 (the “Effective Date”), between Lear Corporation, a Delaware corporation (the “Company”) and Louis R. Salvatore (“Executive”).

     WHEREAS, the Company and Executive are parties to an employment agreement (the “Existing Agreement”);

     WHEREAS, the Company is contemplating a filing under Chapter 11 of the United States Bankruptcy Code;

     WHEREAS, the Existing Agreement would need to conform to the provisions of the United States Bankruptcy Code as a result of a potential Chapter 11 filing;

     WHEREAS, the Company desires to continue to have the benefit of the Executive’s continued service and the restrictive covenants contained herein.

     NOW, THEREFORE, the parties hereto agree as follows:

1. Term of Agreement. This Agreement shall commence on and as of the Effective Date and continue until Executive’s employment has terminated and the obligations of the parties hereunder have terminated or expired or have been satisfied in accordance with their terms, or if earlier, upon the execution of a new employment agreement by the parties hereto. Notwithstanding anything contained herein to the contrary, the provisions of the Existing Agreement will continue to apply until a filing by the Company for bankruptcy. Upon a filing for bankruptcy by the Company, the terms of the Agreement will apply and supersede the terms of the Existing Agreement in their entirety. As of the Effective Date, the title, responsibilities, salary and benefits of Executive shall be the same as those that are currently in effect.

2. Termination of Employment.

(a) Notice. The employment relationship may be terminated by the Company with or without Cause or for Incapacity, or by Executive with or without Good Reason, all as defined below, by giving a Notice of Termination. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon, if any, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated. All notices under this Section 2(a) shall be given in accordance with the requirements of Section 6.

(b) Incapacity. If the Company reasonably determines that Executive is unable at any time to perform the duties of Executive’s position because of a serious illness, injury, impairment, or physical or mental condition and Executive is not eligible for or has exhausted all leave to which Executive may be entitled under the Family and Medical Leave Act (“FMLA”) or, if more generous, other applicable state or local law, the Company may terminate Executive’s employment for “Incapacity”. In addition, at any time that Executive is on a leave of absence, the Company may temporarily reassign the duties of Executive’s position to one or more other executives without creating a basis for Executive’s Good Reason resignation, provided that the Company restores such duties to Executive upon Executive’s return to work.

(c) Cause. Termination of Executive’s employment for “Cause” shall mean termination upon:

(i) an act of fraud, embezzlement or theft by Executive in connection with Executive’s duties or in the course of Executive’s employment with the Company;

(ii) Executive’s material breach of any provision of this Agreement, provided that in those instances in which Executive’s material breach is capable of being cured, Executive has failed to cure within a thirty (30) day period after notice from the Company;

(iii) an act or omission, which is (x) willful or grossly negligent, (y) contrary to established policies or practices of the Company, and (z) materially harmful to the business or reputation of the Company, or to the business of the Company’s customers or suppliers as such relate to the Company; or

(iv) a plea of nolo contendere to, or conviction for, a felony.

(d) Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following circumstances or events:

(i) any reduction by the Company in Executive’s base salary or adverse change in the manner of computing Executive’s incentive compensation opportunity, as in effect from time to time;

(ii) the failure by the Company to pay or provide to Executive any amounts of base salary or earned incentive compensation or any benefits which are due, owing and payable to Executive, or to pay to Executive any portion of an installment of deferred compensation due under any deferred compensation program of the Company;

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(iii) the failure by the Company to continue to provide Executive with benefits substantially similar in the aggregate to the Company’s life insurance, medical, dental, health, accident or disability plans in which Executive is participating at the date of this Agreement;

(iv) except on a temporary basis as described in Section 2(b), a material adverse change in Executive’s responsibilities, position, reporting relationships, authority or duties. For purposes of clarification, Executive agrees that it will not be a material adverse change for the Company to reassign Executive to a position with at least substantially similar responsibilities and authority;

(v) the transfer of Executive’s principal place of employment to a location fifty (50) or more miles from its location immediately preceding the transfer; or

(vi) without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company.

Notwithstanding anything else herein, Good Reason shall not exist if, with regard to the circumstances or events relied upon in Executive’s Notice of Termination: (x) Executive failed to provide a Notice of Termination to the Company within sixty (60) days of the date Executive knew or should have known of such circumstances or events, (y) the circumstances or events are fully corrected by the Company prior to the Date of Termination, or (z) Executive gives Executive’s express written consent to the circumstances or events.

(e) Date of Termination. “Date of Termination” shall mean:

(i) if Executive’s employment is terminated by reason of Executive’s death, the date of Executive’s death;

(ii) if Executive’s employment is terminated by the Company for any reason other than because of Executive’s death, the date specified in the Notice of Termination (which shall not be prior to the date of the notice);

(iii) if Executive’s employment is terminated by Executive for any reason, the Date of Termination shall be not less than thirty (30) nor more than sixty (60) days from the date such Notice of Termination is given, or such earlier date after the date such Notice of Termination is given as may be identified by the Company.

Unless the Company instructs Executive not to do so, Executive shall continue to perform services as provided in this Agreement through the Date of Termination.

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(f) Employee Benefits. A termination by the Company pursuant to Section 2(c) hereof or by Executive pursuant to Section 2(d) hereof shall not affect any rights which Executive may have pursuant to any other agreement, policy, plan, program or arrangement of the Company providing employee benefits, which rights shall be governed by the terms thereof and by Section 3; provided, however, that if Executive shall have received or shall be receiving benefits under Section 3(b) hereof and, if applicable, Section 4 hereof, Executive shall not be entitled to receive benefits under any other policy, plan, program or arrangement of the Company providing severance compensation to which Executive would otherwise be entitled.

3. Compensation Upon Termination. Upon Executive’s termination of employment, Executive shall receive:

(a) If Executive’s employment shall be terminated by the Company for Incapacity or for Cause, by Executive without Good Reason, or upon Executive’s death, the Company shall pay to Executive (or, in the event of Executive’s death, to Executive’s beneficiary or estate), when the same would otherwise have been due, the base salary and any other accrued amounts then payable through the Date of Termination and shall have no further obligations under this Agreement, other than as set forth in Section 3(c) hereof, as applicable.

(b) If Executive’s employment shall be terminated (a) by the Company, except for a termination by the Company for Cause or Incapacity (or due to Executive’s death), or (b) by Executive for Good Reason, then Executive shall be entitled to the benefits provided below, in addition to the benefits provided in Section 3(c) hereof, as applicable:

(i) The Company shall pay Executive Executive’s full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given (or, if greater, at the rate in effect at any time within 90 days prior to the time Notice of Termination is given), plus all other amounts to which Executive is entitled under any compensation or benefit plans of the Company, including, without limitation, any accrued amounts under any retention or incentive plan (including, but not limited to, the Key Management Incentive Plan or successor program), and including incentive compensation prorated for any applicable measurement period occurring prior to the Date of Termination, at the time such payments are due, except as otherwise provided below.

(ii) an amount (the “Severance Payment”) equal to two (2) times the sum of:

(A) the greater of (I) Executive’s annual base salary rate in effect as of the Effective Date or (II) Executive’s annual base salary rate in effect as of the Termination Date; and

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(B) the greater of (I) Executive’s annual incentive bonus target amount in effect as of the Effective Date or (II) Executive’s annual incentive bonus target amount in effect as of the Termination Date.

In the event that the Date of Termination precedes the Emergence Date (as defined below), the Severance Payment will be paid in a lump sum as soon as practicable following the Emergence Date. In the event the Date of Termination is after the Emergence Date, the Severance Payment will be paid over the two-year period beginning on the Date of Termination (the “Severance Period”) in twenty-four (24) equal semi-monthly installments. “Emergence Date” shall mean the effective date of a Chapter 11 plan of reorganization.

(iii) The Company shall arrange to provide to Executive, Executive’s dependents, and beneficiaries, for the Severance Period, benefits provided under any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) (“Welfare Benefits”). If and to the extent that any such Welfare Benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company (A) solely due to the fact that Executive is no longer an officer or employee of the Company or (B) as a result of the amendment or termination of any plan providing for Welfare Benefits, the Company shall then itself pay or provide for the payment of such Welfare Benefits to Executive, Executive’s dependents and beneficiaries. Without otherwise limiting the purposes or effect of the no mitigation obligation in Section 3(h) hereof, Welfare Benefits payable to Executive (including Executive’s dependents and beneficiaries) pursuant to this Section 3(b)(iii) shall be reduced to the extent comparable welfare benefits are actually received by Executive (including Executive’s dependents and beneficiaries) from another employer during such period, and any such benefits actually received by Executive shall be reported by Executive to the Company.

(c) If, after the Emergence Date, Executive’s employment shall be terminated by the Company for Incapacity or for any reason other than Cause, by Executive for Good Reason, or upon Executive’s death, any unvested shares of restricted stock of the Company held by Executive that were granted under the Management Equity Plan shall immediately vest in their entirety upon such termination.

(d) The Company may not set-off or counterclaim losses, fines or damages in respect of any claim, debt or obligation against any payment to or benefit for Executive provided for in this Agreement.

(e) Without limiting Executive’s rights at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder

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within thirty (30) days of the date it is due, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the “prime rate” as quoted from time to time during the relevant period in The Wall Street Journal, plus three percent. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change.

(f) The Company acknowledges that its severance pay plans and policies applicable in general to its salaried employees do not provide for mitigation, offset or reduction of any severance payment received thereunder. Accordingly, the parties hereto expressly agree that the payment of the severance compensation by the Company to Executive in accordance with the terms of this Agreement shall be liquidated damages and that Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall any profits, income, earnings or other benefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on the part of Executive hereunder or otherwise, except as expressly provided in this Section 3.

4. Certain Additional Payments by the Company.

(a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined (as hereafter provided) that any payment (or benefit provided) by the Company to or for Executive’s benefit, whether paid or payable pursuant to the terms of this Agreement or otherwise (a “Payment”), would be subject to the excise tax imposed by Section 4999 (or any successor thereto) of the Code, and any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment or payments (collectively, a “Gross-Up Payment”), including without limitation any Gross-Up Payment made with respect to the Excise Tax, if any, attributable to (i) any incentive stock option, as defined by Section 422 of the Code (“ISO”), or (ii) any stock appreciation or similar right, whether or not limited, granted in tandem with any ISO. The Gross-Up Payment shall be in an amount such that, after payment by Executive of the Excise Tax, plus any additional taxes, penalties and interest, and any further Excise Taxes imposed upon the Gross-Up Payment, Executive retain, after payment of all such taxes and Excise Taxes, an amount of the Gross-Up Payment equal to the Payment that Executive would have received if no Excise Taxes had been imposed upon the Payment and no additional taxes, penalties, and interest or further Excise Taxes had been imposed upon the Gross-Up Payment.

(b) Subject to the provisions of Section 4(e) hereof, all determinations required to be made under this Section 4, including whether an Excise Tax is payable by Executive and the amount of such Excise Tax and whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by a nationally recognized firm of certified public accountants (the “Accounting Firm”) selected by Executive in Executive’s sole discretion, other than the Company’s independent auditing firm, to the

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extent prohibited by applicable Public Company Accounting Oversight Board rules. Executive shall direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and Executive within thirty (30) calendar days after the later of the Date of Termination or the Emergence Date. If the Accounting Firm determines that any Excise Tax is payable by Executive, the Company shall pay the required Gross-Up Payment to Executive within five (5) business days after receipt of the aforesaid determination and calculations. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish Executive with an opinion that Executive does not owe any Excise Tax on Executive’s Federal income tax return. Any determination by the Accounting Firm as to the amount of the Gross-Up Payment to be paid by the Company within such thirty (30) calendar day period shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 (or any successor thereto) of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(e) hereof and Executive thereafter are required to make a payment of any Excise Tax, Executive shall direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both the Company and Executive as promptly as possible. Any such Underpayment shall be promptly paid by the Company to or for Executive’s benefit within three calendar days after receipt of such determination and calculations.

(c) The Company and Executive shall each cooperate with the Accounting Firm in connection with the preparation and issuance of the determination provided for in Section 4(b) hereof. Such cooperation shall include without limitation providing the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or Executive, as the case may be, that are reasonably requested by the Accounting Firm.

(d) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations provided for in Section 6(b) hereof shall initially be paid by Executive. The Company shall reimburse Executive for Executive’s payment of such costs and expenses within five (5) business days after receipt from Executive of a statement therefor and evidence of Executive’s payment thereof.

(e) Executive shall notify the Company in writing, of any claim by the Internal Revenue Service (the “IRS”) that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive receives notice of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the earlier of (x) the expiration of the thirty (30) calendar day period following the date on which Executive

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gives such notice to the Company or (y) the date that any payment of taxes with respect to such claim is due. If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:

(i) give the Company any information reasonably requested by the Company relating, to such claim;

(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing, from time to time, including without limitation accepting legal representation with respect to such claim by an attorney reasonably selected by the Company;

(iii) cooperate with the Company in good faith in order effectively to contest such claim; and

(iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(e), the Company shall, provided that such control does not have a material adverse affect on Executive’s individual income tax with respect to matters unrelated to the contest of the Excise Tax, control all proceedings taken in connection with such contest and, at its sole option, may, provided that such pursuit or foregoing does not have a material adverse affect on Executive’s individual income tax with respect to matters unrelated to the contest of the Excise Tax, pursue or forego any and all administrative appeals, proceedings, hearings and conference with the IRS in respect of such claim (but, Executive may participate therein at Executive’s own cost and expense) and may, at its sole option, provided that such payment, suit, contest or prosecution does not have a material adverse affect on Executive’s individual income tax with respect to matters unrelated to the contest of the Excise Tax, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay the tax claimed and sue for a refund, the Company shall advance the amount of such payment to Executive on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to

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payment of taxes for Executive’s taxable year with respect to which the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of such contest shall be limited to issues with respect to which a Gross Up Payment would be payable hereunder, and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS.

(f) If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 4(e) hereof, Executive receives any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 4(e) hereof) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 4(e) hereof, a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial or refund prior to the expiration of thirty (30) calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

5. Successors; Binding Agreement. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all the business and/or assets of the Company, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place, and will assign its rights and obligations hereunder to such successor. Failure of the Company to make such an assignment and to obtain such assumption and agreement prior to the effectiveness of any such succession, unless Executive agrees otherwise in writing with the Company or the successor, shall entitle Executive to compensation from the Company in the same amount and on the same terms as Executive would be entitled to hereunder if Executive terminates Executive’s employment for Good Reason and the date on which any such succession becomes effective shall be deemed Executive’s Date of Termination. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in this Section 5. Without limiting the generality of the foregoing, Executive’s right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by Executive’s will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 5, the Company shall have no liability to pay to the purported assignee or transferee any amount so attempted to be assigned or transferred. The Company and Executive recognize that each party will have no

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adequate remedy at law for any material breach by the other of any of the agreements contained herein and, in the event of any such breach, the Company and Executive hereby agree and consent that the other shall be entitled to a decree of specific performance, mandamus or other appropriate remedy to enforce performance of this Agreement.

6. Notices. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing, and shall be deemed to have been duly given when delivered by hand, or mailed by United States certified mail, return receipt requested, postage prepaid, or sent by Federal Express or similar overnight courier service, addressed to the respective addresses set forth on the signature page of this Agreement, or sent by facsimile with confirmation of receipt to the respective facsimile numbers set forth on the signature page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Secretary of the Company (or, if Executive is the Secretary at the time such notice is to be given, to the Chairman of the Company’s Board of Directors), or to such other address or facsimile number as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address or facsimile number shall be effective only upon receipt.

7. Noncompetition.

(a) From the Effective Date until the Date of Termination, Executive agrees not to engage in any Competitive Activity. For purposes of this Agreement, the term “Competitive Activity” shall mean Executive’s participation as an employee or consultant, without the written consent of the CEO or the Board or any authorized committee thereof, in the management of any business enterprise anywhere in the world if such enterprise is a “Significant Customer” of any product or service of the Company or engages in competition with any product or service of the Company (including without limitation any enterprise that is a supplier to an original equipment automotive vehicle manufacturer) or is planning to engage in such competition. For purposes of this Agreement, the term “Significant Customer” shall mean any customer who represents in excess of 5% of the Company’s sales in any of the three calendar years prior to the date of determination. “Competitive Activity” shall not include the mere ownership of, and exercise of rights appurtenant to, securities of a publicly-traded company representing 5% or less of the total voting power and 5% or less of the total value of such an enterprise. Executive agrees that the Company is a global business and that it is appropriate for this Section 7 to apply to Competitive Activity conducted anywhere in the world.

(b) Executive agrees not to engage directly or indirectly in any Competitive Activity (i) until one (1) year after the Date of Termination if Executive is terminated by the Company for Cause, or Executive terminates Executive’s employment for other than Good Reason, or (ii) until two (2) years after the Date of Termination in all other circumstances.

(c) Executive shall not directly or indirectly, either on Executive’s own account or with or for anyone else, solicit or attempt to solicit any of the Company’s customers,

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solicit or attempt to solicit for any business endeavor or hire or attempt to hire any employee of the Company, or otherwise divert or attempt to divert from the Company any business whatsoever or interfere with any business relationship between the Company and any other person, (i) until one (1) year after the Date of Termination if Executive is terminated by the Company for Cause, or Executive terminates Executive’s employment for other than Good Reason, or (ii) until two (2) years after the Date of Termination in all other circumstances.

(d) Executive acknowledges and agrees that damages in the event of a breach or threatened breach of the covenants in this Section 7 will be difficult to determine and will not afford a full and adequate remedy, and therefore agree that the Company, in addition to seeking actual damages pursuant to Section 7 hereof, may seek specific enforcement of the covenant not to compete in any court of competent jurisdiction, including, without limitation, by the issuance of a temporary or permanent injunction, without the necessity of a bond. Executive and the Company agree that the provisions of this covenant not to compete are reasonable. However, should any court or arbitrator determine that any provision of this covenant not to compete is unreasonable, either in period of time, geographical area, or otherwise, the parties agree that this covenant not to compete should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable.

(e) In consideration of the payment by the Company of the amounts pursuant to Sections 3(b)(ii) and 3(b)(iii) hereto, Executive shall execute a general release in form and substance reasonably acceptable to the Company acknowledging, among other things, Executive’s obligations under this Agreement.

8. Confidentiality and Cooperation.

(a) Executive shall not knowingly use, disclose or reveal to any unauthorized person, at any time after the Effective Date, any trade secret or other confidential information relating to the Company or any of its affiliates, or any of their respective businesses or principals, such as, without limitation, dealers’ or distributor’s lists, information regarding personnel and manufacturing processes, marketing and sales plans, pricing or cost information, and all other such information; and Executive confirms that such information is the exclusive property of the Company and its affiliates. Upon termination of Executive’s employment, Executive agrees to return to the Company on demand by the Company all memoranda, books, papers, letters and other data, and all copies thereof or therefrom, in any way relating to the business of the Company and its affiliates, whether made by Executive or otherwise in Executive’s possession.

(b) Any design, engineering methods, techniques, discoveries, inventions (whether patentable or not), formulae, formulations, technical and product specifications, bill of materials, equipment descriptions, plans, layouts, drawings, computer programs, assembly, quality control, installation and operating procedures, operating manuals,

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strategic, technical or marketing information, designs, data, secret knowledge, know-how and all other information of a confidential nature prepared or produced during the period of Executive’s employment and which ideas, processes, and other materials or information relate to any of the businesses of the Company, shall be owned by the Company and its affiliates whether or not Executive should in fact execute an assignment thereof or other instrument or document which may be reasonably necessary to protect and secure such rights to the Company.

(c) Following the termination of Executive’s employment, Executive agrees to make himself or herself reasonably available to the Company to respond to periodic requests for information relating to the Company or Executive’s employment which may be within Executive’s knowledge. Executive further agrees to cooperate fully with the Company in connection with any and all existing or future depositions, litigation, or investigations brought by or against the Company, any entity related to the Company, or any of its (their) agents, officers, directors or employees, whether administrative, civil or criminal in nature, in which and to the extent the Company deems Executive’s cooperation necessary. In the event that Executive is subpoenaed in connection with any litigation or investigation, Executive will immediately notify the Company. Executive shall not receive any additional compensation, other than reimbursement for reasonable costs and expenses incurred by Executive, in complying with the terms of this Section 8(c).

9. Arbitration.

(a) Except as contemplated by Section 7(d) or Section 9(c) hereof, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in Southfield, Michigan, before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the Company and an individual to be selected by Executive, or if such two individuals cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect.

(b) The parties agree to use their best efforts to cause (i) the two individuals set forth in the preceding Section 9(a), or, if applicable, the American Arbitration Association, to appoint the arbitrator within thirty (30) days of the date that a party hereto notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time.

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(c) Judgment may be entered on the arbitrator’s award in any court having jurisdiction, provided that Executive shall be entitled to seek specific performance of Executive’s right to be paid and to participate in benefit programs during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company and Executive hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific performance of the terms of this Agreement. If any dispute under this Section 9 shall be pending, Executive shall continue to receive at a minimum the base salary which Executive was receiving immediately prior to the act or omission which forms the basis for the dispute. At the close of the arbitration, such continued base salary payments may be offset against any damages awarded to Executive or may be recovered from Executive if it is determined that Executive was not entitled to the continued payment of base salary under the other provisions of this Agreement.

10. Modifications. No provision of this Agreement may be modified, amended, waived or discharged unless such modification, amendment, waiver or discharge is agreed to in writing and signed by both Executive and such officer of the Company as may be specifically designated by the Board.

11. No Implied Waivers. Failure of either party at any time to require performance by the other party of any provision hereof shall in no way affect the full right to require such performance at any time thereafter. Waiver by either party of a breach of any obligation hereunder shall not constitute a waiver of any succeeding breach of the same obligation. Failure of either party to exercise any of its rights provided herein shall not constitute a waiver of such right.

12. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Michigan without giving effect to any conflicts of laws rules.

13. Payments Net of Taxes. Except as otherwise provided in Section 4 herein, any payments provided for herein which are subject to Federal, State, local or other governmental tax or other withholding requirements or obligations, shall have such amounts withheld prior to payment, and the Company shall be considered to have fully satisfied its obligation hereunder by making such payments to Executive net of and after deduction for all applicable withholding obligations.

14. Capacity of Parties. The parties hereto warrant that they have the capacity and authority to execute this Agreement.

15. Validity. The invalidity or unenforceability of any provision of this Agreement shall not, at the option of the party for whose benefit such provision was intended, affect the validity or enforceability of any other provision of the Agreement, which shall remain in full force and effect.

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16. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

17. Entire Agreement. Upon a filing for bankruptcy by the Company, this Agreement will contain the entire agreement by the parties with respect to the matters covered herein and supersedes any prior agreement (including, but not limited to, prior employment agreement(s)), condition, practice, custom, usage and obligation with respect to such matters insofar as any such prior agreement, condition, practice, custom, usage or obligation might have given rise to any enforceable right. No agreements, understandings or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

18. Legal Fees and Expenses. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, the Company shall pay or cause to be paid and be solely responsible for any and all reasonable attorneys’ and related fees and expenses incurred by Executive (i) as a result of the Company’s failure to perform this Agreement or any provision hereof or (ii) as a result of the Company unreasonably or maliciously contesting the validity or enforceability of this Agreement or any provision hereof as aforesaid.

19. Code Section 409A.  Notwithstanding anything to the contrary in Section 3(b) hereof, to the extent necessary to comply with the requirements of Section 409A of the Internal Revenue Code the following provisions shall apply to the portion of the Severance Payment that does not qualify for exemption from Section 409A of the Internal Revenue Code:

(a) “Emergence Date” shall mean the date of a “change in control event” (as defined for purposes of Section 409A of the Code and the regulations thereunder) that coincides with the effective date of a Chapter 11 plan of reorganization.

(b) Distribution of the Severance Payment shall commence within thirty (30) days after the later of the Date of Termination or the Emergence Date.

(c) The form of such distribution shall be as provided in Section 3(b) hereof; provided, however, that if the Termination Date is later than the end of the two-year period beginning on the Emergence Date, distributions of the Severance Payment shall be made in the same manner as for a Termination Date prior to the Emergence Date.

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The “Lear Corporation Code Section 409A Policies and Procedures” as in effect on the Effective Date are hereby incorporated by reference in this Agreement as if set forth herein, and shall supersede any conflicting provisions of this Agreement.

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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

LEAR CORPORATION
By:	/s/ Terrence B. Larkin
Name:	Terrence B. Larkin
Title:	Senior Vice President, General Counsel and Corporate Secretary
EXECUTIVE:
/s/ Louis R. Salvatore
Louis R. Salvatore
Address:
Fax:

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Lear Contact:
Mel Stephens
(248) 447-1624

LEAR REACHES AGREEMENT IN PRINCIPLE
ON CONSENSUAL DEBT RESTRUCTURING

Debt Restructuring Agreement Supported by Steering Committees of Secured
Lenders and Bondholders

Lear Anticipates Implementing Restructuring Through an Expedited Chapter 11
Plan Process Involving the Company and Certain of its U.S. and Canadian
Subsidiaries

Company Obtains $500 Million in New Money Debtor-In-Possession Financing That Will
Convert to Exit Financing Upon Lear’s Exit From Chapter 11

Restructuring Provides Protection for Customers and Suppliers, Including Paying Vast
Majority of Trade Creditors In Full

Global Operations to Continue Without Disruption

Deleveraged Capital Structure Will Strengthen Long-Term Competitiveness

     SOUTHFIELD, Mich., July 1, 2009 — Lear Corporation [NYSE: LEA], a leading global supplier of automotive seating systems, electrical distribution systems and electronic products, announced today that the Company has reached an agreement in principle regarding a consensual debt restructuring with steering committees representing its secured lenders and its bondholders. The Company plans to commence shortly the proposed restructuring under court supervision pursuant to a voluntary bankruptcy filing under Chapter 11 of the United States Bankruptcy Code by the Company and certain of its U.S. and Canadian subsidiaries. The agreement in principle provides that, subject to certain limited exceptions, Lear’s trade creditors will be paid in full.

     Lear’s subsidiaries outside the U.S. and Canada would not be part of the bankruptcy filing. The Company’s operations outside the United States and Canada are well-capitalized, well-positioned and have a strong backlog of new business.

     Given the unprecedented economic downturn and corresponding decline in global automobile production volumes, as well as continued difficult conditions in credit markets

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generally, Lear’s Board of Directors concluded that in order to protect the long-term business interests of the Company, this protective action was the fastest and most effective way to delever its capital structure. During the reorganization process, Lear is committed to continuing to deliver to its customers the superior quality, service and innovation they expect.

     The Company’s restructuring plan has the support of a majority of the members of a steering committee of the Company’s secured lenders and a steering committee of bondholders acting on behalf of an ad hoc group of bondholders The Company is seeking support for its restructuring plan from additional lenders and bondholders. However, no assurance can be given as to the level of additional support for the restructuring the Company ultimately will be able to obtain from its lenders and bondholders.

     The Company has received commitments from a syndicate of secured lenders, led by J.P. Morgan and Citigroup, for $500 million in new money debtor-in-possession (DIP) financing. The proposed DIP financing, subject to customary conditions, provides additional financial flexibility that supplements Lear’s significant existing cash balances. Additionally, the DIP agreement provides that, subject to certain conditions, the DIP financing will convert into exit financing with a three-year term upon Lear’s emergence from Chapter 11.

     Bob Rossiter, Lear’s Chairman, Chief Executive Officer and President, said, “This restructuring is being undertaken to maximize the long-term value of the Company. Lear is a leading global Tier 1 automotive supplier with excellent technical capabilities in critical product lines – seating systems, power distribution and electronics, as well as a competitive, low-cost footprint, a diverse customer base, a solid backlog of new business and a strong cash position. With these strengths and the additional flexibility we will have as a result of the proposed DIP facility, we intend to complete the restructuring as quickly as possible, and emerge as an even stronger and more competitive partner to our customers.”

     Bob Rossiter continued, “We want to assure everyone – customers, suppliers, employees, and the communities of which we are a part – that Lear is committed to positioning our business for sustainable success. We believe that the agreement in principle with the steering committees of our secured lenders and bondholders to support our plan of reorganization will enable us to emerge expeditiously.”

     The Company anticipates being in default under its 8.50% Senior Notes due in 2013 and 8.75% Senior Notes due in 2016, as the 30-day grace period applicable to the semi-annual interest payment due on such notes will expire on July 2, 2009. In addition, in light of the pending reorganization plan, the Company has not made principal and interest payments due under its senior credit facility on June 30^th.

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Forward-Looking Statements

     This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding anticipated financial results and liquidity. Actual results may differ materially from anticipated results as a result of certain risks and uncertainties, including but not limited to: the potential adverse impact of any chapter 11 bankruptcy filing on the Company’s business, financial condition or results of operations, including the Company’s ability to maintain contracts, trade credit and other customer and vendor relationships that are critical to its business and the actions and decisions of the Company’s creditors and other third parties with interests in any chapter 11 proceedings; the ability of the Company to secure additional support from its secured lenders and bondholders for its proposed restructuring plan; general economic conditions in the markets in which the Company operates, including changes in interest rates or currency exchange rates, the financial condition of the Company’s customers or suppliers; changes in actual industry vehicle production levels from the Company’s current estimates; fluctuations in the production of vehicles for which the Company is a supplier; the loss of business with respect to, or the lack of commercial success of, a vehicle model for which the Company is a significant supplier, including further declines in sales of full-size pickup trucks and large sport utility vehicles; disruptions in the relationships with the Company’s suppliers; labor disputes involving the Company or its significant customers or suppliers or that otherwise affect the Company; the Company’s ability to achieve cost reductions that offset or exceed customer-mandated selling price reductions; the outcome of customer negotiations; the impact and timing of program launch costs; the costs, timing and success of restructuring actions; increases in the Company’s warranty or product liability costs; risks associated with conducting business in foreign countries; competitive conditions impacting the Company’s key customers and suppliers; the cost and availability of raw materials and energy; the Company’s ability to mitigate increases in raw material, energy and commodity costs; the outcome of legal or regulatory proceedings to which the Company is or may become a party; unanticipated changes in cash flow, including the Company’s ability to align its vendor payment terms with those of its customers; further impairment charges initiated by adverse industry or market developments; and other risks described from time to time in the Company’s Securities and Exchange Commission filings. Future operating results will be based on various factors, including actual industry production volumes, commodity prices and the Company’s success in implementing its operating strategy. The forward-looking statements in this press release are made as of the date hereof, and the Company does not assume any obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date hereof.

     Lear Corporation is one of the world’s leading suppliers of automotive seating systems, electrical distribution systems and electronic products. The Company’s world-class products are designed, engineered and manufactured by a diverse team of 80,000 employees at 210 facilities in 36 countries. Lear’s headquarters are in Southfield, Michigan, and Lear is traded on the New York Stock Exchange under the symbol [LEA]. Further information about Lear is available on the Internet at http://www.Lear.com.

#   #   #

EX-99.2

Exhibit 99.2

Confidential Settlement Communication
Subject to FRE 408

LEAR CORPORATION

JOINT PLAN OF REORGANIZATION TERM SHEET

THIS TERM SHEET DESCRIBES A PROPOSED RESTRUCTURING (THE “RESTRUCTURING”) FOR LEAR CORPORATION (“LEAR”) AND CERTAIN OF ITS DOMESTIC AND CANADIAN SUBSIDIARIES PURSUANT TO A JOINT PLAN OF REORGANIZATION (THE “PLAN OF REORGANIZATION”) WHICH WOULD BE FILED BY THE DEBTORS (AS DEFINED BELOW) IN CONNECTION WITH A CONTEMPLATED CHAPTER 11 FILING IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (THE “BANKRUPTCY COURT”).

THIS TERM SHEET IS NOT AN OFFER OR A SOLICITATION WITH RESPECT TO ANY SECURITIES OF LEAR OR ITS SUBSIDIARIES. ANY SUCH OFFER OR SOLICITATION SHALL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE.

OVERVIEW
Restructuring Summary	Prior to the commencement of the Debtors’ chapter 11 cases, (a) certain of the Prepetition Credit Agreement Lenders listed therein and the Debtors will have executed a Plan Support Agreement (the “Lender Plan Support Agreement”) pursuant to which the Debtors agree to pursue and implement a Plan of Reorganization consistent in form and substance in all material respects with this Term Sheet and (b) certain of the holders of the Unsecured Note Claims (as defined herein) listed therein, including those noteholders constituting a steering committee of noteholders (the “Noteholder Steering Committee”), and the Debtors will have executed a Plan Support Agreement (the “Noteholder Plan Support Agreement,” and together with the Lender Plan Support Agreement, the “Plan Support Agreements”) pursuant to which the Debtors agree to pursue and implement a Plan of Reorganization consistent in form and substance in all material respects with this Term Sheet. This Term Sheet does not include a description of all of the terms, conditions and other provisions that are to be contained in the Plan of Reorganization and the related definitive documentation governing the Restructuring.
	In conjunction with the Restructuring, a group of Prepetition Credit Agreement Lenders has agreed to provide a debtor-in-possession financing facility (such facility, the “DIP Facility”) which, upon satisfaction of certain conditions, will convert into the Exit Facility (as defined below) upon the Debtors’ exit from chapter 11. A detailed description of the DIP Facility, including pricing terms, conditions and covenants, is set forth in the debtor in possession financing credit agreement agreed to by the Debtors and the Prepetition Credit Agreement Lenders party thereto

Confidential Settlement Communication
Subject to FRE 408

	attached hereto as Annex 1 (the “DIP Credit Agreement”).
Debt to be Repaid/Restructured	Indebtedness to be treated under the Plan of Reorganization will include:
	(i) approximately $2.3 billion outstanding (together with the Swap Claims referred to below, the “Prepetition Credit Agreement Obligations”) under that certain Amended and Restated Credit Agreement dated as of April 25, 2006 (the “Prepetition Credit Agreement”) among Lear, certain of its subsidiaries, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacity, the “Prepetition Administrative Agent”) and the lenders party thereto (including as holders of termination claims under certain hedging arrangements (the “Swap Claims”), the “Prepetition Credit Agreement Lenders”); and
	(ii) approximately $1.3 billion aggregate principal amount of senior unsecured notes (plus accrued and unpaid interest) (the “Unsecured Note Claims”), comprised of (a) the unsecured 8.50% senior notes due 2013 and the unsecured 8.75% senior notes due 2016 issued pursuant to that certain Indenture dated as of November 24, 2006, among Lear, certain subsidiary guarantors and The Bank of New York Trust Company, N.A. as Trustee, (b) the unsecured 5.75% senior notes due 2014 issued pursuant to that certain Indenture dated as of August 3, 2004 among Lear, certain subsidiary guarantors and BNY Midwest Trust Company as Trustee, and (c) the unsecured zero-coupon convertible senior notes due 2022 issued pursuant to that certain Indenture dated as of February 20, 2002, among Lear, certain subsidiary guarantors and The Bank of New York Trust Company, N.A. as Trustee.
Securities to be Issued under the Plan of Reorganization	Debt. The (i) $500 million first lien term loan Exit Facility described in the exit credit agreement attached hereto as Annex 2 (the “Exit Facility”) and (ii) $600 million second lien term loan with the terms and conditions set forth on Exhibit 1 (the “New Term Loans”).
	Preferred Stock. Reorganized Lear shall issue up to $500 million in Series A Preferred Stock (the “Series A Preferred Stock”) with the terms and conditions set forth on Exhibit 2.
	New Common Stock. Subject to the right of the stockholders to amend the certificate of incorporation, reorganized Lear (“Reorganized Lear”) shall issue a single class of common stock (the “New Common Stock”) on the effective date of the Plan of Reorganization (the “Effective Date”), which stock shall be deemed fully paid and non-assessable.
	Management Equity Plan. There shall be allocated sufficient shares of New Common Stock to provide a Management Equity Plan (as defined below) with a reserve for equity awards of New Common Stock, as provided in Exhibit 4 hereto.
	Warrants: (A). To the extent the Exit Facility fee is not paid in cash, Reorganized

2

Confidential Settlement Communication
Subject to FRE 408

	Lear will issue warrants to purchase shares of New Common Stock with an Effective Date value of up to $25 million, all as set forth in the DIP Facility, and representing a percentage of the New Common Stock, as reflected on Exhibit 7 hereto.
	(B). Reorganized Lear shall issue warrants to holders of Class 5A Claims, with such warrants to have the terms and conditions set forth in Exhibit 3 hereto.
Proposed Filing Entities	Lear expects that voluntary chapter 11 cases will be commenced by Lear and certain of its domestic and Canadian subsidiaries (the “Debtors”). For purposes of the Plan of Reorganization, the Debtors will be further classified into Group A Debtors, consisting of those Debtors liable for Prepetition Credit Agreement Obligations, the Swap Claims and the Unsecured Note Claims (the “Group A Debtors”) and the Group B Debtors1, consisting of all Debtors who are not Group A Debtors (the “Group B Debtors”).
CLASSIFICATION AND TREATMENT OF CLAIMS
Unclassified Claims
DIP Facility Claims	The DIP Facility shall, on the Effective Date, be repaid by the Exit Facility or paid in full in cash. In addition, Reorganized Lear will issue Warrants to the lenders under the DIP Facility on the Effective Date to the extent required under the terms of the DIP Facility. Not classified; non-voting.
Administrative Claims	Each holder of an allowed administrative claim, including claims of the type described in section 503(b)(9) (to the extent not already paid during the chapter 11 cases), of the Bankruptcy Code, shall receive payment in full (in cash) of the unpaid portion of its allowed administrative claim on the Effective Date or as soon thereafter as practicable (or, if payment is not then due, shall be paid in accordance with its terms) or pursuant to such other terms as may be agreed to by the holder of such claim and the Debtors.
	Not classified; non-voting.
Priority Tax Claims	Priority tax claims shall be treated in accordance with section 1129(a)(9)(C) of the Bankruptcy Code. Not classified; non-voting.
Intercompany Claims	There shall be no distributions on account of Intercompany Claims. Notwithstanding the foregoing, Lear, in its sole discretion, may (or may cause each applicable Debtor to), reinstate or compromise, as the case may

¹ To the extent required, the Plan of Reorganization could be structured to incorporate separate plans of reorganization for each Debtor, with each such plan reflecting substantive treatment of claims consistent with the terms hereof.

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Confidential Settlement Communication
Subject to FRE 408

	be, intercompany claims between and among the Debtors and their subsidiaries.
Classified Claims and Interests
Group A Debtors
Class 1A—Other Priority Claims	All claims accorded priority in right of payment under section 507(a) of the Bankruptcy Code, other than Priority Tax Claims against the Group A Debtors, shall be paid in full in cash on the later of the Effective Date or the allowance of the claim; provided, that, subject to Bankruptcy Court approval, priority wage claims against the Group A Debtors may be paid in full in the ordinary course of business.
	Unimpaired; not entitled to vote – deemed to accept.
Class 2A—Other Secured Claims	Each holder of an Other Secured Claim against the Group A Debtors shall receive the following treatment, at the option of the Group A Debtors: (a) payment in full (in cash) on the Effective Date or as soon thereafter as practicable to the extent secured; (b) delivery of collateral securing any such claim and payment of any interest required under section 506(b) of the Bankruptcy Code; or (c) other treatment rendering such claim unimpaired.
	Unimpaired; not entitled to vote – deemed to accept.
Class 3A—Prepetition Credit Agreement Secured Claims	For purposes of the Plan of Reorganization and in settlement and compromise of all issues relating to the amount of the secured portion of the Prepetition Credit Agreement Obligations, the Prepetition Credit Agreement Lenders will have allowed secured claims against the Group A Debtors in an aggregate amount equal to $1.6 billion2 (the “Prepetition Credit Agreement Secured Claims”). Each holder of a Prepetition Credit Agreement Secured Claim shall receive its pro rata share of: (i) $600 million of New Term Loans; (ii) $500 million in Series A Preferred Stock to be convertible into a percentage of the New Common Stock, as provided in Exhibit 7 hereto; and (iii) a percentage of the New Common Stock, as provided in Exhibit 7 hereto. To the extent Reorganized Lear has Minimum Liquidity (as defined below) determined on a normalized basis consistent with the financial analysis provided to the Prepetition Administrative Agent and the advisors to the Noteholder Steering Committee by Lear, in excess of $1.0 billion on the Effective Date, the amount of such excess shall be utilized to prepay, without premium or penalty, first, the Series A Preferred Stock, in an aggregate stated value of up to $50 million, then the New Term Loans, in an aggregate principal amount of up to $50 million, and thereafter, the Exit Facility; provided further that any payments of the New Term Loans made with the Debtors’ excess cash within the first 30 days after the Effective Date shall not be subject to any prepayment penalty or premium.
	“Minimum Liquidity” shall mean cash and cash equivalents, plus availability under working capital facilities, if any, plus a working capital

² Inclusive of the Swap Claims.

4

Confidential Settlement Communication
Subject to FRE 408

	adjustment to be agreed upon the Debtors, the Prepetition Administrative Agent and the Noteholder Steering Committee, less any accrued but unpaid professional fees and other chapter 11 costs not paid prior to the Effective Date, and cash financing costs to the extent not previously paid; provided, that at least $800 million of such aggregate amount consists of cash and cash equivalents; and provided, further that Minimum Liquidity shall be determined on or prior to the date that is 30 days after the Effective Date.
	Impaired — entitled to vote.
Class 4A—Unsecured Ongoing Operations Claims	“Unsecured Ongoing Operations Claims” shall consist of all general unsecured claims relating to the provision of goods or services to the Group A Debtors arising with, or held by, persons or entities with whom the Debtors are conducting business as of the date of commencement of the Debtors’ chapter 11 cases, but excluding any claims arising from the rejection by the Debtors of any contracts and leases and all other Class 5A or 6A Claims. Each holder of an Unsecured Ongoing Operations Claim that is due and payable on or before the Effective Date shall be paid in full (in cash) on the Effective Date on account of such claim or otherwise receive such treatment as to render such holder unimpaired. An allowed Unsecured Ongoing Operations Claim that is not due and payable on or before the Effective Date shall be paid thereafter (i) in the ordinary course of business in accordance with the terms of any agreement that governs such allowed Unsecured Ongoing Operations Claim or (ii) in accordance with the course of practice between the Group A Debtors and such holder with respect to such allowed Unsecured Ongoing Operations Claim. Holders of Unsecured Ongoing Operations Claims who received payment(s) from the Group A Debtors during the chapter 11 cases pursuant to any Bankruptcy Court order shall not be excluded from receiving distributions under the Plan of Reorganization on account of such claims unless such claims were fully satisfied by any prior payments from the Group A Debtors. The Group A Debtors shall reserve all rights to challenge the legal basis and amount of any Unsecured Ongoing Operations Claim.
	Unimpaired; not entitled to vote – deemed to accept.
Class 5A—Other Unsecured Claims3	“Other General Unsecured Claims” against the Group A Debtors shall consist of all general unsecured claims against the Group A Debtors that are not otherwise classified in Class 4A or 6A, including without limitation, (i) the Unsecured Note Claims, (ii) the Prepetition Credit Agreement Lenders’ unsecured deficiency claim in the amount of approximately $737 million (the “Prepetition Credit Agreement Deficiency Claims”), (iii) claims arising upon rejection of leases and executory contracts to which a Group A Debtor is party; (iv) claims relating to the provision of goods or

³ Includes Unsecured Note Claims, the Prepetition Credit Agreement Deficiency Claims and all other claims against the Group A Debtors that are not a/an (a) Administrative Claim, (b) Priority Tax Claim, (c) Convenience Claim, (d) Other Secured Claim, (e) Prepetition Credit Agreement Secured Claim, (f) Priority Wage Claim, (g) Intercompany Claim, (h) Unsecured Ongoing Operations Claim or (i) Convenience Claim, but excludes Class 1A Claims and other employee-related claims otherwise provided for in this Term Sheet.

5

Confidential Settlement Communication
Subject to FRE 408

	services to the Group A Debtors that are not classified as Administrative Claims or Class 4A or 6A Claims and (v) claims arising from litigation damages entered against the Group A Debtors (collectively, the “Other General Unsecured Claims”).
	Each holder of an allowed General Unsecured Claim against a Group A Debtor shall receive its pro rata share of (i) a percentage of the New Common Stock, as provided in Exhibit 7 hereto, that remains after giving effect to the distribution of New Common Stock to holders of Class 3A Claims and subject to dilution from the Series A Preferred Stock, the Warrants and the Management Equity Plan; and (ii) Warrants representing 15% of Reorganized Lear’s outstanding New Common Stock, with the terms and conditions set forth in Exhibit 3 hereto.
	Impaired – entitled to vote.
Class 6A—Convenience Claims	Subject to Bankruptcy Court approval, claims below a threshold to be agreed between the Debtors, the Noteholder Steering Committee and the Prepetition Administrative Agent against the Group A Debtors shall be paid an amount equal to 25% of such claim in cash on the later of the Effective Date or the allowance of the claim. Impaired – entitled to vote.
Class 7A—Existing Equity and 510(b) Claims	Class 7A-1—Equity interest in Lear Holders of the existing equity in Lear shall receive no recovery. Class 7A-1 interests include the common stock of Lear and options, warrants or other agreements to acquire the same (whether or not arising under or in connection with any employment agreement), including without limitation, any claim against the Debtors that is subordinated pursuant to section 510(b) of the Bankruptcy Code, which shall include any claim arising from the recission of a purchase or sale of any equity interest, any claim for damages arising from the purchase or sale of any equity interest, or any claim for reimbursement, contribution or indemnification for such claim.
	Impaired; not entitled to vote — deemed to reject.
	Class 7A-2—Existing equity interest in Debtor subsidiaries of Lear All equity interests of Lear’s Group A Debtor subsidiaries shall continue to be held by Lear and the subsidiaries of Lear holding such equity interests prior to the commencement of the Cases.
	Unimpaired; not entitled to vote – deemed to accept.
Classified Claims and Interests
Group B Debtors
Class 1B—Other Priority Claims	All claims accorded priority in right of payment under section 507(a) of the Bankruptcy Code, other than Priority Tax Claims against the Group B Debtors, shall be paid in full in cash on the later of the Effective Date or the allowance of the claim; provided, that, subject to Bankruptcy Court

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	approval, priority wage claims against the Group B Debtors may be paid in full in the ordinary course of business. Unimpaired; not entitled to vote – deemed to accept
Class 2B—Other Secured Claims	Each holder of an Other Secured Claim against the Group B Debtors shall receive the following treatment, at the option of the Group B Debtors: (a) payment in full (in cash) on the Effective Date or as soon thereafter as practicable to the extent secured; (b) delivery of collateral securing any such claim and payment of any interest required under section 506(b) of the Bankruptcy Code; or (c) other treatment rendering such claim unimpaired.
	Unimpaired; not entitled to vote – deemed to accept.
Class 3B—Unsecured Claims4	All general unsecured claims of the Group B Debtors’ creditors set forth or otherwise described in the disclosure statement, including claims under contracts and unexpired leases assumed by the Group B Debtors under the Plan of Reorganization and trade payables owed by any Group B Debtor or non-debtor subsidiary of Lear to any third party creditor, but excluding the Intercompany Claims, will be paid in the ordinary course as such claims become due. The Group B Debtors shall reserve all rights to challenge the legal basis and amount of any general unsecured claims. Unimpaired; not entitled to vote – deemed to accept.
Class 4B—Existing Equity	All equity interests of Lear’s Group B Debtor subsidiaries shall continue to be held by Lear and the subsidiaries of Lear holding such equity interests prior to the commencement of the Cases.
	Unimpaired; not entitled to vote – deemed to accept.
GENERAL PROVISIONS
Management Equity Plan	On the Effective Date, Lear shall implement the Management Equity Plan (the “Management Equity Plan”) for the benefit of certain continuing employees of the Debtors and non-management members of the Board (as defined below). The Management Equity Plan shall have the terms set forth on Exhibit 4 hereto.
Employment Agreements/Other Incentive Plans	The Plan of Reorganization shall provide for the adoption or assumption, as applicable, of the agreements between the Debtors and those executive officers of the Debtors who are parties to employment agreements with the Debtors as of the Petition Date (as defined below), which agreements shall (i) provide severance benefits to such executive officers equal to the severance benefits such executive officers are entitled to receive under their prepetition employment agreements with the Debtors and (ii) be in the form provided to the Prepetition Administrative Agent and the Noteholder Steering Committee by Lear. To the extent assumed, and as applicable, any such prepetition agreement shall be amended to eliminate provisions therein providing for the issuance of equity interests in Lear, with such

⁴ Includes all other claims against the Group B Debtors that are not a/an (a) Administrative Claim, (b) Priority Tax Claim, (c) Other Secured Claim, (d) Priority Wage Claim, or (e) Intercompany Claim.

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	interests being treated as Class 7A-1 equity interest as set forth above.
	The Plan of Reorganization shall provide for the adoption or assumption of the key management incentive plan, the valued employees plan and the remaining non-equity obligations under the outside director compensation plan, the long term stock incentive plan, and the management stock purchase plan, substantially consistent with the summaries provided to the Prepetition Administrative Agent and the Noteholder Steering Committee prior to the Petition Date (as defined below); provided that all incentive plan provisions covering insiders are approved by the Bankruptcy Court. Unless otherwise rejected or terminated by the Debtors in their sole discretion on or before confirmation of the Plan of Reorganization, the Plan of Reorganization shall provide that the reorganized Debtors shall assume or reinstate all employee and retiree health, welfare and qualified and non-qualified pension plans. The restructuring contemplated by this Term Sheet will not constitute a “change in control” or “change of control” (as those terms are defined in the respective plans to be assumed). The key management incentive plan shall have the terms set forth in Exhibit 5 hereto.
	After the Effective Date, Reorganized Lear shall continue or enter into any benefit, compensation, incentive or similar plans and agreements as approved by the Board.
	For purposes of clarity, a list of the U.S. plans and their treatment under the Plan of Reorganization is attached as Exhibit 6 hereto.
Cancellation of Instruments, Certificates and Other Documents	On the Effective Date, except to the extent otherwise provided above, all instruments, certificates and other documents evidencing debt or equity interests in Lear or the other Debtors shall be cancelled, and the obligations of the Debtors thereunder, or in any way related thereto, shall be discharged.
Executory Contracts and Unexpired Leases	Executory contracts and unexpired leases shall be assumed or rejected, as the case may be, in the Debtors’ discretion, in the Plan of Reorganization to the extent that any such executory contracts and unexpired leases have not been assumed or rejected by the Debtors in their discretion during the pendency of the chapter 11 reorganization.
Ad Hoc Committee Advisor Fees	The Debtors shall pay the reasonable fees and expenses of the Ad Hoc Committee Advisors (as defined in the Noteholder Support Agreement) as set forth in the Noteholder Plan Support Agreement, incurred in connection with the Debtors’ chapter 11 cases without the need for any application to the Bankruptcy Court unless other required by applicable bankruptcy law or any order of the Bankruptcy Court.
Retention of Jurisdiction	The Bankruptcy Court shall retain jurisdiction for customary matters.

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CORPORATE GOVERNANCE/CHARTER PROVISIONS/CAPITAL STOCK/REPORTING
COMPANY/1145 EXEMPTION

Board of Directors of Lear	Reorganized Lear shall have a nine-person board of directors (the “Board”), which shall consist of eight directors and Reorganized Lear’s Chairman & Chief Executive Officer. Of the eight directors: (a) no fewer than five shall be appointed by the Prepetition Administrative Agent in consultation with the Prepetition Credit Agreement Lenders party to the Plan Support Agreement and with the assistance of a nationally recognized executive search firm to be retained by the Prepetition Administrative Agent (at the expense of the Debtors); and (b) three members shall be appointed by the Noteholder Steering Committee in consultation with the other holders of Unsecured Note Claims who are parties to the Noteholder Plan Support Agreement and the creditors’ committee in the Debtors’ chapter 11 cases. Current directors will be included among the candidates to be considered for the new Board.
	All directors of the Board shall meet the criteria set forth in the NYSE or Nasdaq, as applicable, listing requirements.
Charter; Bylaws	The charter and bylaws of each of the Debtors shall have been restated in a manner reasonably satisfactory to the Prepetition Administrative Agent and the Noteholder Steering Committee and consistent with section 1123(a)(6) of the Bankruptcy Code.
Company as a Public Reporting Company	For certain purposes, including requiring Lear to become a public reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Plan of Reorganization shall require Lear as promptly as practicable following the Effective Date to file with the SEC a registration statement on Form 10 under the Exchange Act registering all securities issued under the Plan of Reorganization under the Exchange Act (the “Form 10”), and Lear shall use reasonable best efforts to have such registration statement declared effective by the SEC as promptly as reasonably practicable.
	The Plan of Reorganization shall provide for Lear to use its reasonable best efforts to obtain a listing for the New Common Stock on NYSE or Nasdaq as soon as reasonably practicable following the effectiveness of the Form 10 (e.g., after listing requirements are satisfied).
	Demand registration rights with respect to the Series A Preferred Stock and the New Common Stock to be discussed based upon the anticipated composition of holders of Series A Preferred Stock and New Common Stock on and after the Effective Date.
Exemption from SEC Registration	The issuance of all securities under the Plan of Reorganization will be exempt from SEC registration under section 1145 of the Bankruptcy Code.
Debtor Releases	Full release, to the maximum extent permitted by law, by Debtors and their estates in favor of lenders under the DIP Facilities, the Prepetition Administrative Agent, the Prepetition Credit Agreement Lenders, holders

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	of Unsecured Note Claims and current and former officers, directors, employees, advisors, attorneys, professionals, accountants, investment bankers, consultants, agents and other representatives (including their respective officers, directors, employees, members and professionals) of the Debtors and such lenders, noteholders and investors from any claims and causes of action based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the chapter 11 cases, the Plan of Reorganization and the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan of Reorganization (other than claims based on gross negligence or willful misconduct) arising on or prior to the Effective Date.
Releases Among Released Parties	Plan shall provide that each of the parties released by the Debtors shall release each other and the Debtors for pre-Effective Date matters based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the chapter 11 cases, the Plan of Reorganization and the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan of Reorganization.
Indemnification/Exculpation	Customary indemnification and exculpation provisions.
Discharge	Customary discharge provisions.
Injunction	Customary injunction provisions.
Indemnification of Prepetition Officers and Directors	Under the Plan of Reorganization, all indemnification provisions currently in place (whether in the by-laws, certificates of incorporation, board resolutions, indemnification agreements or employment contracts) for the current and former directors, officers, employees, attorneys, accountants, investment bankers and other professionals of the Debtors shall be assumed and irrevocable and shall survive the effectiveness of the Plan of Reorganization.
Tax Issues	The terms of the Plan of Reorganization and the restructuring contemplated by this Term Sheet shall be structured to preserve favorable tax attributes of the Debtors to the extent practicable. The Debtors shall consult with the advisors to the Prepetition Administrative Agent and the advisors to the Noteholder Steering Committee on tax issues and matters of tax structure relating to the Plan of Reorganization and the restructuring contemplated by this Term Sheet.

PLAN IMPLEMENTATION AND PROPOSED REORGANIZATION SCHEDULE

Plan Support Agreement Prior to the commencement of the Debtors’ chapter 11 cases, the Prepetition Credit Agreement Lenders and the Debtors shall execute and deliver the Lender Plan Support Agreement, and certain holders of the Unsecured Notes and the Debtors shall execute and deliver the Noteholder Plan Support Agreement.

Timeline	(i)	The Plan of Reorganization and related disclosure statement shall be filed within 60 days of the filing date of these chapter 11 cases (the “Petition Date”);
	(ii)	The Debtors shall obtain an order, in form and substance reasonably satisfactory to the Requisite Participating Lenders (as

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		defined in the Lender Plan Support Agreement) and the Requisite Participating Noteholders (as defined in the Noteholder Plan Support Agreement), approving the adequacy of the disclosure statement no later than 150 days after the Petition Date;
	(iii)	The Debtors shall obtain entry by the Bankruptcy Court of an order, in form and substance reasonably satisfactory to the Requisite Participating Lenders and the Requisite Participating Noteholders, confirming the Plan of Reorganization no later than 270 days after the Petition Date; and
	(iv)	The Debtors shall cause the Effective Date of the Plan of Reorganization to occur no later than 300 days after the Petition Date.
Conditions Precedent to Plan Confirmation	(i)	The Plan Support Agreements shall be in full force and effect and shall not have been terminated;
	(ii)	The disclosure statement shall have been approved;
	(iii)	The Prepetition Administrative Agent and the Noteholder Steering Committee shall be reasonably satisfied with all material tax matters and positions relating to the Debtors and the reorganized Debtors;
	(iv)	Except as provided in this Term Sheet, including Exhibit 5 and Exhibit 6 hereof, all employment arrangements of senior management for the post-Effective Date period shall be reasonably satisfactory to the Prepetition Administrative Agent and the Noteholder Steering Committee;
	(v)	The Plan of Reorganization, including any amendments, modifications or supplements thereto, and all documentation contemplated by this Term Sheet or the Plan of Reorganization, shall be in form and substance reasonably satisfactory to the Requisite Participating Lenders and the Requisite Participating Noteholders;
	(vi)	There shall not have occurred a force majeure event (to be defined as a significant global disruption in the financial markets caused by outbreak of war, terrorism, or other incidents, but not adverse changes in the financial, banking or capital markets generally); and
	(vii)	The Bankruptcy Court shall have entered an order confirming the Plan of Reorganization, which order shall be in form and substance reasonably satisfactory to the Debtors and the Requisite Participating Lenders and the Requisite Participating Noteholders.
Conditions Precedent to Plan Consummation	(i)	Contemporaneous effectiveness of the Exit Facility or an alternative exit financing facility provided that with respect to such alternative exit financing facility the DIP Facility shall be repaid in cash in full on the Effective Date; and
	(ii)	No modification or stay of confirmation order or entry of other court order prohibiting Plan of Reorganization transactions from being consummated.

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Exhibit 1

TERMS OF NEW TERM LOANS

Borrower:	Reorganized Lear.
Guarantors:	Reorganized Lear’s domestic subsidiaries which guarantee the Exit Facility.
Principal:	$600 million.
Maturity:	3 years from the Effective Date
Interest Rate:	For the first 18-month period commencing with the consummation of the Plan of Reorganization (the “Initial Period”), L+550 bps with a LIBOR floor of 3.5%; for the 12-month period commencing after the Initial Period, L+650 bps with a LIBOR floor of 3.5%; and thereafter through maturity, L+750 bps with a LIBOR floor of 3.5%.
	Interest rate margin will be further increased by 1.00% per annum on interest paid in PIK.
Call Premium:	Call premium of 2% of the principal amount of any voluntary prepayment under, or refinancing of, the New Term Loans after the second anniversary of the Effective Date, payable at the time of prepayment/ refinancing.
Financial Covenants:	Financial covenants to piggyback off of covenants in the Exit Facility, but to be set off of wider cushions; debt-incurrence covenant TBD.
Collateral:	The obligations under the New Term Loans will be secured on a silent second priority basis by a perfected security interest in the Collateral under the Exit Facility. Silent second priority security interest in the Collateral, payment subordination, lien priority, relative rights and other creditors’ rights issues in respect of the New Term Loans and the Exit Facility (and any debt refinancing or replacing such debt) to be set forth in a customary intercreditor agreement, in a form reasonably satisfactory to the parties.

Exhibit 2

TERMS OF SERIES A PARTICIPATING PREFERRED STOCK

Issuer:	Reorganized Lear.
Initial Face Amount:	Up to $500 million (the “Stated Value”), which shall be distributed pro rata to the holders of the Prepetition Credit Agreement Secured Claim in satisfaction and discharge of claims thereunder on a dollar for dollar basis.
Liquidation Preference:	The greater of (i) the initial Stated Value plus any accrued but unpaid dividends as of the relevant determination date (such aggregate amount, as of such date, the “Accrued Value”), and (ii) the amount that would then be received upon the liquidation, dissolution, or winding up of Reorganized Lear by a holder of the number of shares of New Common Stock issuable upon conversion of the Series A Preferred Stock (and assuming all of the Series A Preferred Stock were so converted) held by such holder (the “Liquidation Value”).
Dividends:	The Series A Preferred Stock shall not bear any mandatory dividends. No dividend shall be declared on the Series A Preferred Stock unless so authorized by a vote of at least six out of the eight non-management directors of Reorganized Lear.
	The holders of Series A Preferred Stock will participate in any dividends or distributions declared on New Common Stock (other than a dividend payable solely in additional shares of New Common Stock, which is addressed under the anti-dilution protections below) based on the number of shares of New Common Stock into which Series A Preferred Stock is convertible as of the applicable record date for such New Common Stock dividend or distribution.
	Reorganized Lear may not declare dividends on or repurchase any junior securities (including New Common Stock) unless dividends on Series A Preferred Stock, if any, have been paid in full in cash through the most recent dividend payment date.
Mandatory Redemption:	Upon liquidation of Reorganized Lear.
	If Reorganized Lear enters into a transaction constituting a consolidation or merger, a reclassification of its New Common Stock into securities other than New Common Stock or any statutory exchange of the outstanding shares of New Common Stock for securities of another entity (each, a “Reorganization Event”), each share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event will remain outstanding but will become

	convertible, at the option of the holder, into the kind of securities, cash and other property receivable in such Reorganization Event by a holder of the number of shares of New Common Stock into which each share of Series A Preferred Stock would then be convertible. In the event of a sale of all or substantially all of the assets of Reorganized Lear, proper provision shall be made such that the holders of the Series A Preferred Stock shall receive an equivalent security in the entity acquiring such assets.
Optional Redemption:	Subject to any applicable contractual restrictions, at the option of Reorganized Lear, at any time or from time to time, in whole or in part, at a redemption price, payable in cash, equal to the greater of (i) the Accrued Value and (ii) the Liquidation Value.
Mandatory Conversion Date:	Three (3) years following the Effective Date, provided that the Mandatory Conversion Date shall also mean any earlier date after the first anniversary of the Effective Date, if for 20 trading days within any period of 30 consecutive trading days, the closing price of the New Common Stock exceeds 135% of the then-applicable conversion price for the Series A Preferred Stock. The initial conversion price shall be equal to the per share Plan of Reorganization value of New Common Stock as of the Effective Date.
Optional Conversion:	Each share of Series A Preferred Stock may be converted at the option of the holder at any time into a number of shares of New Common Stock equal to the Accrued Value as of the conversion date (including any increase in Stated Value as a result of dividend payments that are paid in-kind) divided by the then applicable conversion price. The initial conversion price shall be equal to the per share Plan of Reorganization value of New Common Stock as of the Effective Date.
Anti-Dilution:	The conversion price will be subject to proportional adjustment for any stock split, stock recombination, or stock dividend (other than the pay in-kind dividends to holders of the Series A Preferred Stock) or any distribution of rights, options, warrants or any distribution of shares of capital stock, evidences of indebtedness or other property or assets by Reorganized Lear or any of its subsidiaries in which the holders of Series A Preferred Stock do not participate on a pro rata as converted basis.
Ranking:	Senior to all other capital stock of Reorganized Lear with respect to dividends and liquidation.
Voting:	Series A Preferred Stock will vote together with the New Common Stock on all matters and not as a separate class, on an as-converted basis. Notwithstanding the foregoing, the consent of the holders of a majority of the outstanding shares of Series A Preferred Stock, voting

	as a separate class, is required to:
	(a) amend Reorganized Lear’s certificate of incorporation in a way that would alter, modify or change the rights, designations or preferences of the holders of Series A Preferred Stock;
	(b) authorize or issue any other capital stock that will be senior to Series A Preferred Stock; and
	(c) increase or decrease the authorized number of shares of Series A Preferred Stock.
Registration Rights:	Registration rights for the Series A Preferred Stock to be discussed based on size of issue and composition of holders of Series A Preferred Stock.
Transferability:	Freely transferable.

Exhibit 3

TERMS OF WARRANTS FOR CLASS 5A CLAIMS

Warrants	The Warrants will entitle the holders thereof to acquire shares of New Common Stock representing 15% of the New Common Stock, on a fully-diluted basis, as of the Effective Date (but subject to dilution for awards under the Management Equity Plan).
Exercise Price per Warrant:	Exercisable at any time during the Exercise Period at a price equal to $.01 per Warrant.
	“Exercise Period” means the period (a) commencing on the business day following a period of 30 consecutive trading days during which the closing price of the New Common Stock on at least 20 of the trading days within such period implies a total distributable value of the Company equal to or greater than $3.3 billion and (b) ending on the Expiration Date.
Expiration:	The fifth anniversary of the Effective Date (the “Expiration Date”).
Exercise Date:	Exercisable at any time, during the Exercise Period.
Voting Rights:	None.
Anti-Dilution Provisions:	The Exercise Price per Warrant and the number of shares of common stock issuable upon exercise of the Warrants shall be subject to customary adjustment upon the occurrence of common stock splits and reverse common stock splits.
Reorganization Event:	Except as provided in the next sentence, upon a Reorganization Event that is consummated during the Exercise Period, each Warrant will be exercisable into the right to receive the kind and amount of consideration to which such holder would have been entitled as a result of such Reorganization Event had the Warrant been exercised immediately prior thereto. In the event of a Reorganization Event consummated during the Exercise Period in which the only consideration payable to holders of New Common Stock is cash, each Warrant shall be entitled to receive the cash consideration to which such holder would have been entitled as a result of such Reorganization Event, less the Exercise Price, had the Warrant been exercised immediately prior thereto. The Warrants shall expire and be cancelled following a Reorganization Event, subject to receipt of any consideration to which holders thereof are entitled as provided above. A “Reorganization Event” shall mean any transaction in which Reorganized Lear enters into a transaction constituting (i) a consolidation or merger in which its New Common Stock is exchanged for securities of another entity, (ii) a reclassification of its New Common Stock into securities other than New Common Stock or (iii) any statutory exchange of the outstanding shares of New Common Stock for securities of another entity.
Transferability:	The Warrants will not be subject to any contractual restrictions on transfer other than such as are necessary to ensure compliance with U.S. federal and state securities laws. Reorganized Lear will undertake to file a registration statement covering the Warrants and the New Common Stock underlying the Warrants and to maintain the effectiveness of the registration statement.

Exhibit 4

TERMS OF MANAGEMENT EQUITY PLAN

Number of Shares	Equivalent to up to 10% of the New Common Stock.
Types of Awards	Initial awards of restricted stock granted as set forth in the section entitled “Grants” herein. Future awards, excluding the awards described herein, to be determined by the Board of Reorganized Lear, and may include, without limitation, restricted stock, restricted stock units, performance shares, performance units, stock appreciation rights, stock options, etc.
Pricing	Awards (other than restricted stock and restricted stock units) will have an exercise price per share equal to the fair market value on the date of grant.
Grants	Upon emergence, restricted stock grants equal to 2.7% of the New Common Stock, on a fully-diluted basis after giving effect to all securities exercisable or convertible into New Common Stock. Future awards will be granted at such time(s) as the Board of Reorganized Lear shall determine.
Participants	Participation in the determination of the Board, provided that participation for emergence grants limited to 150 to 200 employees determined as follows:
	(a) E3 and higher (approximately 100 participants), including the participants listed on Schedule A hereto in the percentage of the total award on emergence, as set forth next to such participant’s title therein; and
	(b) 50-100 additional participants based on performance, position criticality and other relevant factors.
Vesting	Emergence grants shall vest in three equal annual installments on each of the first three anniversaries of the Effective Date. Vesting of emergence grants for a particular employee shall be accelerated, in full, in the event of termination of employment of such employee by Lear without Cause or by such employee with Good Reason.
	Future awards, excluding the emergence awards described herein, shall be subject to such vesting schedules and in such form as determined by the Board.
Expiration of Awards	Earlier of (i) ten years after grant, (ii) 30 days after termination of employment other than for death, disability or cause, (iii) one year after termination of employment by death or disability or (iv) immediately upon termination for cause.

Schedule A

Top 29 Executives

				% of Total
				Emergence Grant Per
Band ($000)	Title	# of EEs		Individual EE
Insider	CEO		1		18.25	%
Insider	Division President		1		4.73	%
Insider	Division President		1		4.73	%
Insider	CFO		1		4.73	%
Insider	SVP, General Counsel		1		4.73	%
E1			2		1.69	%
E2			22		0.92	%

Other 171 Participants

				% of Total
				Emergence Grant Per
Band ($000)	Title	# of EEs		Individual EE
E2			2		0.92	%
E3			67		0.38	%
6			102		0.11	%

Exhibit 5

TERMS OF KEY MANAGEMENT INCENTIVE PLAN

Participants	29 senior executives
Performance measures and weightings	Filing a Plan of Reorganization conforming to the Term Sheet or any other plan that the Board determines, in the exercise of its fiduciary duties, is in the best interests of the Debtors (such plans, a “Satisfactory Plan”), within 60 days after filing the petition: 25% of award opportunity
	Emergence within 300 days from filing the petition: 50% of award opportunity
	Quarterly opportunity for Adjusted Operating Earnings results: 25% of award opportunity (6.25% per quarter)
Award opportunity	Market competitive award opportunities set based on position responsibilities, criticality, business impact and other factors
	Specified as a dollar amount which is equal to the market-based multiple of salary times an executive’s current base salary
	Award opportunity for filing a Satisfactory Plan and Emergence are binary. For the Adjusted Operating Earnings award opportunity, payouts can range up to 140% of target for the particular quarter based on actual results (8.75% per quarter)
Payout timing	Within 10 days following the occurrence of the event or, for the Adjusted Operating Earnings award opportunity, within 30 days of completion of the quarter
	If emergence is during a quarter, the Adjusted Operating Earnings opportunity will be prorated assuming target performance
	For the CEO, payout of all earned amounts will be as follows:
	o    Upon emergence: 50%
	o    1 year anniversary from emergence: 50%

Exhibit 6

TREATMENT OF U.S. BENEFIT PLANS

1. Plans to be Assumed/Adopted

• Outside Directors Compensation Plan (interest accounts totaling approximately $346,000)

• Valued Employee Plan

• Key Management Incentive Plan

• Long-Term Stock Incentive Plan (cash dividend portion totaling approximately $375,000)

• Management Stock Purchase Plan (notional cash accounts totaling approximately $160,000)

• Qualified Plans (including 401(k) and pension plans)

• Welfare Plans (including Estate Preservation Plan)

• Executive Supplemental Savings Plan

• PSP Excess Plan

• Supplemental Employee Retirement Program (Pension Equalization Program and pension portion of Executive Supplemental Savings Plan)

• Severance Policy

2. Plans Not to be Assumed

• Annual Incentive Compensation Plan

• Key Employee Recognition Plan

• Long-Term Incentive Plan (equity portion and performance awards)

• Management Stock Purchase Plan (equity portion)

• Outside Directors Compensation Plan (equity portion)

Exhibit 7

	% of Fully Diluted
	Common Equity
Series A Preferred Stock for Prepetition Credit Agreement Secured Claims(1)		26.2	%
New Common Stock for Prepetition Credit Agreement Secured Claims(1)		26.2	%
DIP Facility Warrants(1)		1.3	%
Prepetition Credit Agreement Deficiency Claims(2)		16.4	%
Unsecured Notes Claim(2)		29.9	%
TOTAL		100.0	%

(1)	Subject to dilution from warrants representing 15% of Reorganized Lear’s outstanding New Common Stock as set forth in Exhibit 3 and Management Equity Plan.
(2)	Subject to dilution from warrants representing 15% of Reorganized Lear’s outstanding New Common Stock as set forth in Exhibit 3, Management Equity Plan, and Other General Unsecured Claims not included above.