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                  AS FILED WITH THE COMMISSION ON SEPTEMBER 1, 1998
                                                   REGISTRATION NO. 333-________

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                                LEAR CORPORATION
             (Exact name of registrant as specified in its charter)



              Delaware                                 13-3386776
     ------------------------------        ------------------------------------ 
    (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)
          
                 
         21557 Telegraph Road                                     
         Southfield, Michigan                                     48034
         --------------------                                     ----- 
(Address of principal executive offices)                        (zip code)


     Lear Corporation Personal Savings Plan For Delphi Hourly-Rate Employees


                            (Full title of the Plan)
   --------------------------------------------------------------------------

                               Joseph F. McCarthy
                  Vice President, Secretary and General Counsel
                                Lear Corporation
                              21557 Telegraph Road
                           Southfield, Michigan 48034
                           --------------------------
                     (Name and address of agent for service)

                                 (810) 746-1500
          ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
to participants in the 401(k) plan listed above will be effected pursuant to
purchases in the open market.

                         CALCULATION OF REGISTRATION FEE
      -------------------------------------------------------------------

==================================================================================================================================== TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF TO BE REGISTERED (1) REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, $.01 par value 65,000 shares $45.50 $2,957,500 $872.47 ====================================================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) on the basis of the average high and low prices reported for shares of the Common Stock on the New York Stock Exchange Composite Tape on August 28, 1998 which was $45.00. 2 PART I. INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participating employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE Lear Corporation (the "Company") and the Lear Corporation Personal Savings Plan For Delphi Hourly-Rate Employees (the "Plan") hereby incorporate the following documents herein by reference: (a) The Company's Annual Report on Form 10-K for year ended December 31, 1997; (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 28, 1998; (c) The Company's Quarterly Report on Form 10-Q for the quarter ended June 27, 1998; (d) The Company's Current Report on Form 8-K dated June 30, 1998; (e) The Company's Current Report on Form 8-K dated August 26, 1998; (f) All other reports filed by the Company and the Plan pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or after December 31, 1995; and (g) The description of the Company's Common Stock, $.01 par value, contained in the Company's registration statement on Form 8-A, as amended by Amendment No. 1 on Form 8-A/A filed on April 5, 1994, including any subsequent amendment or any report or other filing with the Securities and Exchange Commission (the "SEC") updating such description. In addition, all documents subsequently filed by the Company and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL None. 3 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company is a Delaware corporation. Reference is made to Section 145 of the Delaware General Corporation Law, as amended (the "GCL"), which provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at its request in such capacity of another corporation or business organization against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such person's conduct was unlawful. A Delaware corporation may indemnify officers and directors in any action by or in the right of a corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses (including attorneys' fees) that such officer or director actually and reasonably incurred. Reference is also made to Section 102(b)(7) of the GCL, which permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the GCL or (iv) for any transaction from which the director derived an improper personal benefit. The certificate of incorporation of the Company provides for the elimination of personal liability of a director for breach of fiduciary duty as permitted by Section 102(b)(7) of the GCL and the by-laws of the Company provide that the Company shall indemnify its directors and officers to the full extent permitted by Section 145 of the GCL. The Company has directors and officers liability insurance that insures the directors and officers of the Company against certain liabilities. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. ITEM 8. EXHIBITS A list of exhibits is set forth on the Index to Exhibits. The Company hereby undertakes that it will submit or has submitted the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as amended. 4 ITEM 9. UNDERTAKINGS (a) The undersigned Company hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Company hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of the annual report of the employee benefit plan pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Southfield, Michigan on the 31st day of August, 1998. LEAR CORPORATION By: /s/ Kenneth L. Way -------------------------------- Kenneth L. Way Chairman of the Board and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth L. Way, Robert E. Rossiter and James H. Vandenberghe and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Kenneth L. Way Chairman of the Board and August 31, 1998 - ---------------------------- Chief Executive Officer Kenneth L. Way (Principal Executive Officer) /s/ Robert E. Rossiter Director, President and Chief August 31, 1998 - ---------------------------- Operating Officer -- Robert E. Rossiter International Operations /s/ James H. Vandenberghe Director, President and Chief August 31, 1998 - ---------------------------- Operating Officer -- North James H. Vandenberghe American Operations /s/ Donald J. Stebbins Senior Vice President and August 31, 1998 - ---------------------------- Chief Financial Officer Donald J. Stebbins (Principal Financial and Principal Accounting Officer) /s/ Gian Andrea Botta Director August 31, 1998 - ---------------------------- Gian Andrea Botta /s/ Irma B. Elder Director August 31, 1998 - ---------------------------- Irma B. Elder /s/ Larry W. McCurdy Director August 31, 1998 - ---------------------------- Larry W. McCurdy /s/ Roy E. Parrott Director August 31, 1998 - ---------------------------- Roy E. Parrott 6 /s/ Robert W. Shower Director August 31, 1998 - ---------------------------- Robert W. Shower /s/ David P. Spalding Director August 31, 1998 - ---------------------------- David P. Spalding /s/ James A. Stern Director August 31, 1998 - ---------------------------- James A. Stern Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned (or other persons who administer the Plan) have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized in the City of Southfield, Michigan on August , 1998. LEAR CORPORATION PERSONAL SAVINGS PLAN FOR DELPHI HOURLY-RATE EMPLOYEES By: Lear Corporation as Plan Administrator By: /s/ Michael Miller ----------------------------------------- Name: Michael Miller Title: Secretary, Employee Benefits Committee 7 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.1 Form of certificate for the Company's Common Stock, par value $.01 per share (filed as Exhibit 4.5 to the Company's Registration Statement on Form S-8 (No. 33-55783) and incorporated herein by reference) 4.2 Lear Corporation Personal Savings Plan For Delphi Hourly-Rate Employees 23.1 Consent of Arthur Andersen LLP 24.1 Powers of Attorney (included on the signature page hereof)
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                                                                     EXHIBIT 4.2
                                                                       











                              THE LEAR CORPORATION

                            PERSONAL SAVINGS PLAN FOR

                          DELPHI HOURLY-RATE EMPLOYEES

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                                TABLE OF CONTENTS

ARTICLE I
ESTABLISHMENT OF PERSONAL SAVINGS PLAN....................................... 5
         1.01     Establishment of Plan...................................... 5
         1.02     Effective Date of Plan..................................... 5
         1.03     Governmental Rulings....................................... 5

ARTICLE II
DEFINITION OF TERMS.......................................................... 6
         2.01     "Account".................................................. 6
         2.02     "Administrator"............................................ 6
         2.03     "After-Tax Assets"......................................... 6
         2.04     "After-Tax Savings"........................................ 6
         2.05     "Business Day"............................................. 6
         2.06     "Code"..................................................... 7
         2.07     "Committee"................................................ 7
         2.08     "Compensation"............................................. 7
         2.09     "Corporation".............................................. 7
         2.10     "Current Market Value"..................................... 7
         2.11     "Date of Valuation"........................................ 8
         2.12     "Deferred Assets".......................................... 8
         2.13     "Deferred Savings"......................................... 8
         2.14     "Delphi Operations"........................................ 8
         2.15     "Distributee".............................................. 8
         2.16     "Effective Date of Investment Option Election"............. 9
         2.17     "Effective Date of Loan"................................... 9
         2.18     "Effective Date of Termination"............................ 9
         2.19     "Effective Date of Transfer of Assets"..................... 9
         2.20     "Effective Date of Withdrawal"............................. 9
         2.21     "Eligible Rollover Distribution".......................... 10
         2.22     "Eligible Weekly Earnings"................................ 10
         2.23     "Employee"................................................ 11
         2.24     "Financial Hardship"...................................... 11
         2.25     "Fund".................................................... 13
         2.26     "GM"...................................................... 13
         2.27     "GM Plan"................................................. 13
         2.28     "Highly Compensated Employees"............................ 13
         2.29     "Leased Employees"........................................ 14
         2.30     "Named Fiduciary"......................................... 15
         2.31     "Normal Retirement Age"................................... 15
         2.32     "Participant"............................................. 15
         2.33     "Plan".................................................... 15
         2.34     "Plan Year"............................................... 15
         2.35     "Prime Rate".............................................. 16
         2.36     "Seniority"............................................... 16
         2.37     "Total and Permanent Disability".......................... 16
         2.38     "Transferred Employee".................................... 16
         2.39     "Trustee"................................................. 16

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ARTICLE III
         ELIGIBILITY........................................................ 17
         3.01     Eligibility............................................... 17

ARTICLE IV
         CASH OR DEFERRED ARRANGEMENT....................................... 17
         4.01     Cash or Deferred Arrangement.............................. 17
         4.02     Transfer of Assets to or Receipt of Assets from
                  Other Qualified Plans  ................................... 19
         4.03     Rollovers................................................. 20
         4.04     CASH OR DEFERRED ARRANGEMENT LIMITATION................... 21

ARTICLE V
         AFTER-TAX SAVINGS.................................................. 24
         5.01     AFTER-TAX SAVINGS......................................... 24
         5.02     Transfer of Assets to or Receipt of Assets from Other
                  Qualified Plans........................................... 25
         5.03     AFTER-TAX CONTRIBUTION LIMITATION......................... 25
         5.04     SPECIAL RULES............................................. 27
         5.05     LIMITATION ON MULTIPLE USE................................ 28

ARTICLE VI
         INVESTMENT OF PARTICIPANT'S SAVINGS................................ 29
         6.01     Investment Options........................................ 30
         6.02     Vesting................................................... 32
         6.03     Withdrawals............................................... 32
         6.04     Distribution of Assets.................................... 34
         6.05     Form of Distribution...................................... 37
         6.06     Loans..................................................... 38

ARTICLE VII
         TRUST FUND......................................................... 42
         7.01     Contributions to the Trustee.............................. 42
         7.02     Investment Options........................................ 42

ARTICLE VIII
         OTHER PROVISIONS................................................... 43
         8.01     Non-Assignability......................................... 43
         8.02     Designation of Beneficiaries in Event of Death............ 43
         8.03     Merger or Consolidation................................... 45
         8.04     Limitations on Contributions and Benefits................. 45
         8.05     Deferred Savings Limitation............................... 47
         8.06     Provisions to Comply With Section 416 of the Code......... 48
         8.07     Investment Decisions...................................... 48
         8.08     Special Provisions Regarding Veterans..................... 49
         8.09     Prohibition on Reversion.................................. 50


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ARTICLE IX
         ADMINISTRATION..................................................... 51
         9.01     Administrative Responsibility............................. 51
         9.02     Records................................................... 51
         9.03     Administrative Expenses................................... 52
         9.04     Participant Statements.................................... 52
         9.05     Incapacity................................................ 52
         9.06     Notice of Claim Denial.................................... 53
         9.07     Confidential Information.................................. 53

ARTICLE X
         AMENDMENT, MODIFICATION,
         SUSPENSION, OR TERMINATION......................................... 54
         10.01    Amendment, Modification, Suspension, or Termination....... 54
         10.02    Distribution Upon Plan Termination........................ 54
         10.03    Distribution Upon Sale of Subsidiary or Corporation
                  Assets ................................................... 55





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                   THE LEAR CORPORATION PERSONAL SAVINGS PLAN
                        FOR DELPHI HOURLY-RATE EMPLOYEES



                                    ARTICLE I

                     ESTABLISHMENT OF PERSONAL SAVINGS PLAN


1.01     Establishment of Plan
         Lear Corporation hereby establishes The Lear Corporation Personal
         Savings Plan for Delphi Hourly-Rate Employees (hereinafter referred to
         as the Plan), as set forth herein.

1.02     Effective Date of Plan
         The Plan shall become effective on the "Closing Date" (as defined in
         the General Motors Corporation and Lear Corporation Master Agreement
         relating to the sale and purchase of the worldwide seating business
         operated by The Delphi Interior & Lighting Systems Division of General
         Motors Corporation's Delphi Automotive Systems Business Sector (the
         "GM/Lear Agreement") (hereinafter referred to as the Effective Date).

1.03     Governmental Rulings
         This Plan is conditioned upon approval by the Internal Revenue Service
         in accordance with Sections 401 and 501(a) of the Code, or any section
         of the Code which amends, supersedes, or supplements said sections.

                                   ARTICLE II
                               DEFINITION OF TERMS

The following definitions will apply to all words and phrases capitalized in the
text which follows.


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2.01     "Account"
         Account means the assets credited to a Participant in the trust fund
         established under the Plan.

2.02     "Administrator"
         Administrator means Lear Corporation or its delegate.

2.03     "After-Tax Assets"
         After-Tax Assets means the units and/or shares of the Funds purchased
         with After-Tax Savings and dividends and earnings thereon.

2.04     "After-Tax Savings"
         After-Tax Savings means amounts contributed to the trust fund by the
         Corporation as elected by a Participant in accordance with Section
         5.01.

2.05     "Business Day"
         Business Day means a day the New York Stock Exchange is open for
         business. If the New York Stock Exchange is closed as a result of a
         holiday, weekend, or at the end of a Business Day, normally 4:00 p.m.
         Eastern Time, then the Effective Date will be the next following
         Business Day.

2.06     "Code"
         The term "Code" means the Internal Revenue Code of 1986, as amended.

2.07     "Committee"
         Committee means the Lear Corporation Employee Benefits
         Committee.



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2.08     "Compensation"
         Compensation means the total amount paid by the Corporation to the
         Employee with respect to hourly-rate employment during any Plan Year as
         evidenced by Internal Revenue Service Form W-2 or its equivalent, plus
         amounts not currently includable in income by reason of Sections 125
         and/or 402(e)(3) of the Code.

2.09     "Corporation"
         Corporation means Lear Corporation.

2.10     "Current Market Value"
         Current Market Value means

         (a)      for Income Fund, Equity Index Fund, and the Balanced Fund, the
                  fair market value of the units reported by the Trustee, and
         (b)      for assets attributable to the Mutual Funds, the fair market
                  value of the units reported by the Mutual Fund company.

2.11     "Date of Valuation"
         Date of Valuation means the end of a Business Day, normally 4:00 p.m.
         Eastern Time, that a Participant initiates an investment option
         election, withdrawal, transfer of assets, settlement upon termination
         of employment, or loan, and such date shall be the Effective Date of
         Investment Option Election, Effective Date of Withdrawal, Effective
         Date of Transfer of Assets, Effective Date of Termination, or Effective
         Date of Loan, whichever applies.

2.12     "Deferred Assets"

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         Deferred Assets means the units and/or shares of the Funds purchased
         with Deferred Savings and dividends and earnings thereon.

2.13     "Deferred Savings"
         Deferred Savings means amounts contributed to the trust fund by the
         Corporation as elected by a Participant in accordance with Sections
         4.01 and 4.02.

2.14     "Delphi Operations"
         Delphi Operations means the operations of the Corporation acquired from
         GM pursuant to the GM/Lear Agreement.

2.15     "Distributee"
         Distributee means an Employee or former Employee of the Corporation to
         whom assets are to be distributed. Additionally, the surviving spouse
         of the Employee or former Employee or alternate payee to whom assets
         are to be distributed under a Qualified Domestic Relations Order, as
         defined in Section 414(p) of the Code, are Distributees with regard to
         their interest.

2.16     "Effective Date of Investment Option Election" 
         Effective Date of Investment Option Election means the Business Day on
         which appropriate direction to the Trustee is received by the party 
         designated by the Administrator for an investment option change.

2.17     "Effective Date of Loan"
         Effective Date of Loan means the Business Day on which appropriate
         direction to the Trustee is received by the party designated by the
         Administrator for a loan.


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2.18     "Effective Date of Termination"
         Effective Date of Termination means the Business Day on which
         termination of employment with the Corporation occurs.

2.19     "Effective Date of Transfer of Assets"
         Effective Date of Transfer of Assets means the Business Day on which
         appropriate direction to the Trustee is received by the party
         designated by the Administrator for a transfer of assets.

2.20     "Effective Date of Withdrawal"
         Effective Date of Withdrawal means the Business Day on which
         appropriate direction to the Trustee is received by the party
         designated by the Administrator for a withdrawal.

2.21     "Eligible Rollover Distribution"
         Eligible Rollover Distribution means any distribution consisting of all
         or any portion of the Account of the Distributee, except that an
         Eligible Rollover Distribution does not include:

         (i)      any distribution to the extent such distribution is
                  required under Section 401(a)(9) of the Code;

         (ii)     the portion of any distribution that is not includable
                  in gross income; and

         (iii)    substantially equal installment payments that are payable
                  for ten or more years.

2.22     "Eligible Weekly Earnings"
         Eligible Weekly Earnings means base pay plus any Cost-of-Living
         Allowance received by a Participant from the

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         Corporation with respect to hourly-rate employment during a calendar
         week and any Performance Bonus Payment (as defined in the Collective
         Bargaining Agreement) made to a Participant during the Plan Year. The
         term Eligible Weekly Earnings shall include any pay received for
         overtime hours, night shift, seven-day premiums, and suggestion awards.
         Eligible Weekly Earnings shall not include any other special payments,
         fees, or allowances, and in no event may exceed $150,000 per year (or
         as may be adjusted by the Secretary of the Treasury of the United
         States).

2.23     "Employee"
         Employee means
         (a)      any person regularly employed in the United States at the
                  Delphi Operations on an hourly-rate basis, including:

                  (1)      hourly-rate persons employed on a full-time basis;
                           and

                  (2)      part-time hourly-rate employees.

         (b)      the term Employee shall not include employees of any directly
                  or indirectly wholly-owned or substantially wholly-owned
                  subsidiary of the Corporation acquired or formed by the
                  Corporation, except as approved by the Committee.

         (c)      the term "Employee" shall not include employees represented by
                  a labor organization which has not signed an agreement making
                  the Plan applicable to such employees.


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         (d)      the term "Employee" shall not include Leased Employees as
                  defined under Article II, Section 2.27.

2.24     "Financial Hardship"
         Financial Hardship means a reason given by a Participant when applying
         for a withdrawal before age 59-1/2 which indicates the withdrawal is
         (1) necessary to meet immediate and heavy financial needs of the
         Participant, (2) for an amount required to meet the immediate financial
         need created by the hardship, and (3) for an amount that is not
         reasonably available from other resources of the Participant. The
         amount of such withdrawal may be increased to include any amounts
         necessary to pay reasonably anticipated income taxes and penalties
         resulting from the early withdrawal. The reason must be permitted under
         existing Internal Revenue Service regulations and rulings and must be
         acceptable to the Named Fiduciary or its delegate for one of the
         following reasons:

         (a)      purchase or construction of the Participant's principal
                  residence;

         (b)      payment of expenses to prevent foreclosure on the
                  Participant's principal residence or to prevent eviction from
                  the Participant's principal residence;

         (c)      payment of tuition for the next 12 months of post-secondary
                  education for a Participant, a Participant's spouse, or a
                  Participant's dependent;

         (d)      payment of medical expenses previously incurred or necessary
                  to obtain medical care for a Participant, a Participant's
                  spouse, or a Participant's dependent; or


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         (e)      any other reason acceptable under published Internal Revenue
                  Service regulations and rulings.


2.25     "Fund"
         Fund shall mean any investment fund or mutual fund offered as an
         investment option under the Plan.

2.26     "GM"
         GM means General Motors Corporation.

2.27     "GM Plan"
         GM Plan means the General Motors Personal Savings Plan for Hourly Rate
         Employees in the United States.

2.28     "Highly Compensated Employees"
         For purposes of this Plan, the term Highly Compensated Employees means
         Highly Compensated active Employees and Highly Compensated former
         Employees. For purposes of this Section, the determination year shall
         be the calendar year, and the look-back year shall be the 12-month
         period immediately preceding the determination year. A Highly
         Compensated active Employee includes any Employee who performs service
         for the Corporation during the determination year and who, during the
         look-back year:

         (a) (1)           received compensation from the Corporation in
                           excess of $80,000.00 (as adjusted under the Code)
                           and, if the Corporation elects, was a member of the
                           top-paid group (top 20% ranked on the basis of
                           compensation) for such year, or


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                  (2)      was a 5% owner of the Corporation at any time during
                           the year or the preceding year.

         (b)      A Highly Compensated former Employee includes any Employee who
                  separated from service prior to the determination year,
                  performs no service for the Corporation during the
                  determination year, and was a Highly Compensated active
                  Employee for either the separation year or any determination
                  year ending on or after the Employee's 55th birthday.

         (c)      The determination of who is a Highly Compensated Employee,
                  including the determinations of the number and identity of
                  Employees in the top-paid group, will be made in accordance
                  with Section 414(q) of the Code and regulations thereunder.

2.29     "Leased Employees"
         Leased Employee means any person who, pursuant to an agreement between
         the Corporation and any leasing organization, has performed services
         for the Corporation on a substantially full-time basis for a period of
         at least one year, and such services are performed under the primary
         direction or control of the Corporation. Contributions or benefits
         provided a Leased Employee by the leasing organization which are
         attributable to services performed for the Corporation shall be treated
         as provided by the Corporation. Leased Employee shall also include a
         "leased employee" as defined under Section 414(n) of the Code. A Leased
         Employee shall not be considered an employee of the Corporation if such
         employee is covered by the safe harbor requirements of Section
         414(n)(5) of the Code.


                                     - 13 -

   14



2.30     "Named Fiduciary"
         Named Fiduciary means the Committee except as set forth in Sections
         8.07 and 9.01.

2.31     "Normal Retirement Age"
         Normal Retirement Age means the attainment of age 65 by the
         Participant.

2.32     "Participant"
         Participant means an Employee, or former Employee, who has an Account
         under this Plan.

2.33     "Plan"
         Plan means The Lear Corporation Personal Savings Plan for
         Delphi Hourly-Rate Employees.

2.34     "Plan Year"
         Plan Year means the 12-month period beginning on January 1 and ending
         on December 31. For 1998, there shall be a short Plan Year beginning on
         the Effective Date and ending on December 31, 1998.

2.35     "Prime Rate"
         Prime Rate means the interest rate reported as the "Prime Rate" in the
         Eastern Edition of the Wall Street Journal in its general guide to
         money rates.

2.36     "Seniority"
         Seniority as used in the Plan means the Employee must complete
         90 days of employment with the Corporation.  In the case of a

                                     - 14 -

   15



         Transferred Employee, employment with GM as of the day before the day
         the Employee becomes a Transferred Employee will count when determining
         such Employee's Seniority.

2.37     "Total and Permanent Disability"
         Total and Permanent Disability means the Employee is currently eligible
         for a benefit under The Lear Corporation Delphi Hourly-Rate Employees
         Pension Plan because of total and permanent disability or would be
         eligible for such a benefit except the Employee does not have ten years
         of service.

2.38     "Transferred Employee"
         Transferred Employee means an individual who is a "Transferred
         Employee" with the meaning of the GM/Lear Agreement.

2.39     "Trustee"
         Trustee means the outside organization or organizations appointed by
         the Named Fiduciary, or its delegate, to hold, invest, and distribute
         the assets of the Plan.


                                   ARTICLE III
                                   ELIGIBILITY

3.01     Eligibility
         An Employee is eligible to participate and accumulate savings under the
         Plan on the first day of the first pay period next following the
         attainment of Seniority.

         A previously eligible Employee who resumes active employment following
         a termination of employment will be eligible to participate
         immediately.


                                     - 15 -

   16



                                   ARTICLE IV
                          CASH OR DEFERRED ARRANGEMENT

4.01     Cash or Deferred Arrangement
         (a)      In lieu of receipt of Eligible Weekly Earnings to which
                  an Employee is entitled, such Employee may elect, by
                  providing appropriate direction to the party designated
                  by the Administrator, to have the Corporation contribute
                  to the Plan, on a weekly basis, an equivalent amount in
                  accordance with this qualified cash or deferred
                  arrangement as provided for under Section 401(k) of the
                  Code. Such contributions must be whole percentages of the
                  Employee's Eligible Weekly Earnings and may not be at a
                  rate of less than 1% nor more than 25% of the Employee's
                  Eligible Weekly Earnings.  Such contributions shall be
                  allocated to the Employee's Account and shall be vested
                  immediately.  The Employee's Compensation shall be
                  reduced by the full amount of any such Corporation
                  contribution.  The Employee may elect, by providing
                  appropriate direction to the party designated by the
                  Administrator, to change the amount of such Corporation
                  contributions or to have such contributions suspended at
                  any time.

         (b)      Any change in the rate of payroll deduction authorized by an
                  Employee in accordance with subsection (a) of this Section
                  4.01 will become effective not later than the first day of the
                  second pay period next following the date on which such
                  authorization is received by the party designated by the
                  Administrator.

         (c)      In addition to the contributions as provided for in subsection
                  (a) of this Section 4.01, an Employee eligible

                                     - 16 -

   17



                  to receive a payment from The Lear Corporation Profit Sharing
                  Plan for Delphi Hourly-Rate Employees may elect to have the
                  Corporation contribute to the Employee's Account as Deferred
                  Savings an amount up to 100%, in multiples of 1%, of the
                  amount of such payment, provided such Employee has not
                  terminated employment prior to such contribution. Such
                  election shall be made at such time and in such manner as the
                  Administrator shall determine and will remain continuously in
                  effect until changed by the Employee. If appropriate direction
                  is not received by the party designated by the Administrator
                  from an Employee on or before the date established by the
                  Administrator for submission of such election with respect to
                  a payment, such amount shall be paid to the Employee.

         (d)      The Corporation may limit the amount of contributions to the
                  trust pursuant to subsections (a) and (c) of this Section 4.01
                  if necessary to comply with Sections 4.04, 8.04, and 8.05 of
                  the Plan.

4.02     Transfer of Assets to or Receipt of
         Assets from Other Qualified Plans

         The Administrator may direct the Trustee to accept all of an Employee's
         funds transferred from a similar qualified plan, and may direct the
         Trustee to transfer all of a Participant's funds to a similar qualified
         plan, provided such other qualified plan (1) is maintained by an
         employer which is a member of a controlled group of corporations of
         which the Employee's current employer is a member, and (2) permits such
         transfers. Any funds so transferred shall be in cash, accompanied by
         written instructions from the Trustee setting forth the Employee for
         whose benefit such assets are being

                                     - 17 -

   18



         transferred, and identifying the source of such accumulated funds.
         Funds transferred from other plans which otherwise would be subject to
         federal income taxation will be designated as Deferred Savings. No such
         transfer may be executed until all outstanding loan amounts have been
         repaid.

         Notwithstanding the foregoing, the Plan may not receive a transfer from
         another qualified plan if such other plan provides, or at any time had
         provided, benefits through alternative forms of distribution, including
         annuities, which are not available under this Plan.

4.03     Rollovers
         (a)      An Employee may make a rollover contribution, as
                  permitted under Section 402(c) of the Code, into an
                  option or options selected by such Employee in an amount
                  not exceeding the total amount of taxable proceeds
                  distributed by a similar qualified plan maintained by a
                  former employer.  The rollover contribution must be made
                  by the Employee (a) within 60 days following the receipt
                  of such distribution from the former employer's plan, or
                  (b) as a direct trustee-to-trustee transfer from the
                  former employer's plan as permitted under
                  Section 401(a)(31) of the Code.

                  Notwithstanding the foregoing, the Plan may not receive a
                  transfer from another qualified plan if such other plan
                  provides, or at any time had provided, benefits through
                  alternative forms of distribution, including annuities, which
                  are not available under this Plan.

         (b)      An Employee who receives an Eligible Rollover Distribution may
                  elect to have the Trustee transfer

                                     - 18 -

   19



                  directly to an IRA of the Employee, or to another employer's
                  plan in which the Employee is a participant, all or part of
                  the assets included in the distribution. The Employee shall
                  designate the IRA or other employer's plan to which assets are
                  to be transferred, and the transfer shall be made subject to
                  acceptance by the transferee plan or IRA. Any such direct
                  transfer shall be subject to Section 401(a)(31) of the Code.

4.04     CASH OR DEFERRED ARRANGEMENT LIMITATION
         (a)      The Deferred Savings percentage by the eligible Highly
                  Compensated Employees under the Plan for a Plan Year must meet
                  one of the following tests:

                  (i)      The actual Deferred Savings percentage of the
                           eligible Highly Compensated Employees is not more
                           than 1.25 times the actual Deferred Savings
                           percentage of all other eligible Employees; or

                  (ii)     The actual Deferred Savings percentage of the
                           eligible Highly Compensated Employees is not more
                           than two percentage points more than the actual
                           Deferred Savings percentage for all other eligible
                           Employees and is not more than 2.0 times (or, such
                           lesser amount as the Secretary of the Treasury
                           shall prescribe) the actual Deferred Savings
                           percentage of all other eligible Employees.

         (b)      The actual Deferred Savings percentage for the eligible Highly
                  Compensated Employees and all other eligible Employees for a
                  Plan Year is the average of the ratios (calculated separately
                  for each eligible Employee) of the:

                                     - 19 -

   20



                  (i)      Amount of Deferred Savings actually paid over to the
                           Plan trust not later than two and one-half months
                           after the Plan Year on behalf of such eligible
                           Employee for the Plan Year to:
                  (ii)     The eligible Employee's Compensation for such Plan
                           Year.

         (c)      The amount of Deferred Savings for a Highly Compensated
                  Employee that exceeds the percentage limitations of
                  subsection (a) of this Section 4.04 shall be distributed
                  to the Participant no later than two and one-half months
                  following the end of the Plan Year.  The amount of any
                  such distribution shall be determined under a reasonable
                  method selected by the Administrator under applicable tax
                  regulations and will include any earnings attributable to
                  the excess Deferred Savings.

         (d)      Special Rules
                  (i)      in the event that this Plan satisfies the
                           requirements of Sections 401(k), 401(a)(4), or
                           410(b) of the Code only if aggregated with one or
                           more other plans, or if one or more other plans
                           satisfy the requirements of such sections of the
                           Code only if aggregated with this Plan, then this
                           Section 4.04 shall be applied by determining the
                           actual Deferred Savings percentage of eligible
                           Employees as if all such plans were a single plan.

                  (ii)     The actual Deferred Savings percentage for any
                           Participant who is a Highly Compensated Employee
                           for the Plan Year, and who is eligible to
                           participate in two or more arrangements described
                           in Section 401(k) of the Code that are maintained

                                     - 20 -

   21



                           by the Corporation, shall be determined by treating
                           all such plans as a single plan. Notwithstanding
                           the foregoing, certain plans shall be treated as
                           separate if mandatorily disaggregated under
                           regulations under Section 401(k) of the Code.

                  (iii)    In the event the limits of Section 4.04 are
                           exceeded, then the actual Deferral Savings
                           percentage of Highly Compensated Employees will be
                           reduced (beginning with such Highly Compensated
                           Employee whose contributions are the highest)
                           until the limits are not exceeded. The amount by
                           which each Highly Compensated Employee's Deferred
                           Savings is reduced shall be treated as an excess
                           contribution.  The actual Deferred Savings
                           percentage of the Highly Compensated Employees is
                           determined after any corrections are made. Excess
                           contributions shall be treated as Annual
                           Additions.



                                     - 21 -

   22



                                    ARTICLE V
                                AFTER-TAX SAVINGS

5.01     AFTER-TAX SAVINGS
         (a)      In lieu of all or part of the contributions an Employee may
                  authorize in accordance with Section 4.01, an Employee may
                  elect to contribute an equivalent amount to the Plan on an
                  after-tax basis. Such contributions shall be allocated to the
                  Employee's Account and shall be vested immediately.

                  The Employee may elect, by providing appropriate direction to
                  the party designated by the Administrator, to change the
                  amount of such contributions or to have such contributions
                  suspended at any time.

         (b)      Any change in the rate of payroll deduction authorized by an
                  Employee in accordance with subsection (a) of this Section
                  5.01 will become effective not later than the first day of the
                  second pay period next following the date on which such
                  authorization is received by the party designated by the
                  Administrator.

         (c)      The Corporation may limit the amount of contributions to the
                  trust pursuant to subsection (a) of this Section 5.01 if
                  necessary to comply with Sections 5.03, 5.05, and 8.04 of the
                  Plan.

5.02     Transfer of Assets to or Receipt
         of Assets from Other Qualified Plans

         The Administrator may direct the Trustee to accept all of an Employee's
         funds transferred from a similar qualified plan,

                                     - 22 -

   23



         and may direct the Trustee to transfer all of a Participant's funds to
         a similar qualified plan, provided such other qualified plan (1) is
         maintained by an employer which is a member of a controlled group of
         corporations of which the Employee's current employer is a member, and
         (2) permits such transfers. Any funds so transferred shall be in cash,
         accompanied by written instructions from the Trustee setting forth the
         Employee for whose benefit such assets are being transferred, and
         identifying the source of such accumulated funds. Funds transferred
         from other plans which otherwise would not be subject to federal income
         taxation will be designated as After-Tax Savings. No such transfer may
         be executed until all outstanding loan amounts have been repaid.

         Notwithstanding the foregoing, the Plan may not receive a transfer from
         another qualified plan if such other plan provides, or at any time had
         provided, benefits through alternative forms of distribution, including
         annuities, which are not available under this Plan.

5.03     AFTER-TAX CONTRIBUTION LIMITATION
         (a)      The After-Tax Savings percentage by the eligible Highly
                  Compensated Employees under the Plan for a Plan Year must meet
                  one of the following tests:

                  (i)      The actual After-Tax Savings percentage of the
                           eligible Highly Compensated Employees is not more
                           than 1.25 times the actual After-Tax Savings
                           percentage of all other eligible Employees; or

                  (ii)     The actual After-Tax Savings percentage of the
                           eligible Highly Compensated Employees is not more
                           than two percentage points more than the actual

                                     - 23 -

   24



                           After-Tax Savings percentage for all other eligible
                           Employees and is not more than 2.0 times (or, such
                           lesser amount as the Secretary of the Treasury
                           shall prescribe) the actual After-Tax Savings
                           percentage of all other eligible Employees.

         (b)      The actual After-Tax Savings percentage for the eligible
                  Highly Compensated Employees and all other eligible Employees
                  for a Plan Year is the average of the ratios (calculated
                  separately for each eligible Employee) of the:

                  (i)      Amount of After-Tax Savings actually paid over to
                           the Plan trust on behalf of such eligible Employee
                           for the Plan Year to:

                  (ii)     The eligible Employee's Compensation for
                           such Plan Year.

         (c)      The amount of After-Tax Savings for a Highly Compensated
                  Employee that exceeds the percentage limitations of
                  subsection (a) of this Section 5.03 shall be distributed
                  to the Participant no later than two and one-half months
                  following the end of the Plan Year.  The amount of any
                  such distribution shall be determined under a reasonable
                  method selected by the Administrator under applicable tax
                  regulations and will include any earnings attributable to
                  the excess After-Tax Savings.

5.04     SPECIAL RULES
         (a)      In the event that this after-tax portion of the Plan
                  satisfies the requirements of Sections 401(m), 401(a)(4),

                                     - 24 -

   25



                  or 410(b) of the Code only if aggregated with one or more
                  other plans, or if one or more other plans satisfy the
                  requirements of such sections of the Code only if aggregated
                  with this after-tax portion of the Plan, then Section 5.02
                  shall be applied by determining the actual After-Tax Savings
                  percentage of eligible Employees as if all such plans were a
                  single plan.

         (b)      The actual After-Tax Savings percentage for any
                  Participant who is a Highly Compensated Employee for the
                  Plan Year, and who is eligible to participate in two or
                  more arrangements described in Section 401(m) of the Code
                  that are maintained by the Corporation, shall be
                  determined by treating all such plans as a single plan.
                  Notwithstanding the foregoing, certain plans shall be
                  treated as separate if mandatorily disaggregated under
                  regulations under Section 401(m) of the Code.

         (c)      In the event the limits of Section 5.03 are exceeded,
                  then the actual After-Tax Savings percentage of Highly
                  Compensated Employees will be reduced (beginning with
                  such Highly Compensated Employee whose contributions are
                  the highest) until the limits are not exceeded.  The
                  amount by which each Highly Compensated Employee's After-
                  Tax Savings is reduced shall be treated as an excess
                  aggregate contribution.  The actual After-Tax Savings
                  percentage of the Highly Compensated Employees is
                  determined after any corrections are made.  Excess
                  aggregate contributions shall be treated as Annual
                  Additions.

5.05     LIMITATION ON MULTIPLE USE

                                     - 25 -

   26



         The following provisions apply to prevent the multiple use of the
         limits set forth in subsections 4.04(a)(ii) and 5.03(a)(ii). To
         determine if multiple use exists, the Administrator shall calculate the
         greater of:

         (a)      125% of the greater of the actual Deferred Savings percentage
                  or the actual After-Tax Savings percentage for the non-Highly
                  Compensated Employee (non-HCE) group; plus

         (b)      the lesser of:

                  (i)      Two percentage points plus the lesser of the actual
                           Deferred Savings percentage or the actual After-Tax
                           Savings percentage of the non-HCE group; or

                  (ii)     200% of the lesser of the actual Deferred Savings
                           percentage or the actual After-Tax Savings
                           percentage of the non-HCE group.

                                            or

         (c)      Subparagraphs (a) and (b) above where "lesser" is substituted
                  for "greater" and "greater" is substituted for "lesser."

                  If this amount is less than the sum of the Actual Deferred
                  Savings percentage plus the Actual After-Tax Savings
                  percentage of the Highly Compensated Employee group, then
                  multiple use exists. If multiple use exists, then the actual
                  After-Tax Savings percentage will be reduced by refunding and
                  then the actual Deferred Savings percentage will be reduced by
                  refunding (each beginning

                                     - 26 -

   27



                  with such Employees with the highest amount of contributions)
                  so that multiple use does not exist.


                                   ARTICLE VI
                       INVESTMENT OF PARTICIPANT'S SAVINGS

6.01     Investment Options
         (a)      Amounts contributed to the trust fund on behalf of
                  Participants pursuant to subsections (a) and (c) of Section
                  4.01 and subsection (a) of Section 5.01 shall be invested in
                  the Funds, in increments of 10%, as may be elected by the
                  Participant.

         (b)      A Participant's initial investment election shall remain in
                  effect until changed by the Participant.

                  A Participant's investment election may be changed on any
                  Business Day by providing appropriate direction to the party
                  designated by the Administrator. Any change in the
                  Participant's investment election shall be effective as of the
                  Effective Date of Investment Option Election.

         (c)      Amounts contributed to the trust fund on behalf of a
                  Participant as provided in subsection (c) of Section 4.01
                  and Sections 4.02 and 5.02 shall be invested in the same
                  investment option(s) as elected by the Participant
                  pursuant to subsection (a) of this Section 6.01;
                  provided, however, that if contributions are not being
                  made to the trust fund on behalf of such Participant
                  pursuant to subsections (a) of Sections 4.01 and 5.01,
                  the Participant will be required, prior to the
                  contribution or transfer of amounts pursuant to

                                     - 27 -

   28



                  subsection (c) of Section 4.01 and Sections 4.02 and
                  5.02, to make an election regarding the investment of
                  such amount.

         (d)      A Participant may, by giving appropriate direction to the
                  party designated by the Administrator, transfer assets being
                  held in such Participant's Account from one investment option
                  to another investment option, as follows:

                  (i)      A transfer of assets may include all or any part of
                           such assets in an investment option.

                  (ii)     A Participant may elect a transfer of assets on any
                           Business Day.

                  (iii)    Any election to transfer assets shall be
                           irrevocable, normally as of 4:00 p.m. Eastern Time,
                           on the Business Day such election is received by
                           the party designated by the Administrator.

                  (iv)     Any appropriate election to transfer assets shall
                           be processed as of the Effective Date of Transfer
                           of Assets.

                  (v)      Where excessive trading can undermine any of the
                           Funds or exceed the available liquidity for any
                           such Fund, the Corporation reserves the right to
                           modify or suspend transfer and withdrawal
                           privileges on any of the Funds, at any time, upon
                           notice to Participants.


                                     - 28 -

   29



6.02     Vesting
         Each Participant shall be fully vested in the assets credited to the
         Participant's Account, and no portion of such Account shall be subject
         to forfeiture.

6.03     Withdrawals
         (a)      A Participant may, by providing appropriate direction to the
                  party designated by the Administrator, withdraw assets in such
                  Participant's Account subject to the following provisions:

                  (1)      Prior to receiving a withdrawal of Deferred Assets, a
                           Participant must withdraw all available After-Tax
                           Assets including any earnings thereon.

                  (2)      Deferred Assets may be withdrawn from the
                           Participant's Account, subject to the provisions
                           outlined in subsection (a) of this Section 6.03, at
                           any time after attaining age 59-1/2, or prior to age
                           59-1/2 because of termination of employment, death,
                           Total and Permanent Disability, or Financial
                           Hardship. Prior to receiving a withdrawal for
                           Financial Hardship, a Participant previously must
                           have taken all available asset distributions,
                           withdrawals, and loans under all applicable plans
                           maintained by the Corporation. The amount that may be
                           withdrawn for a Financial Hardship shall be limited
                           to the lesser of:

                           (i)      the total amount of Deferred Savings in the
                                    Participant's Account as of the Effective 
                                    Date of Withdrawal; or


                                     - 29 -

   30



                           (ii)     the amount required to meet the Financial
                                    Hardship, including any amounts necessary to
                                    pay reasonably anticipated income taxes and
                                    penalties resulting from the early
                                    withdrawal.

         (b)      A Participant who has an outstanding loan(s) in accordance
                  with Section 6.06 shall be permitted to make a withdrawal in
                  accordance with subsection (a) of this Section 6.03.

         (c)      A Participant who withdraws any Deferred Assets for
                  Financial Hardship in accordance with subsection (a) of
                  this Section 6.03 (1) will be suspended from accumulating
                  further savings under this Plan, and all applicable plans
                  maintained by the Corporation, for a period of 12 months
                  immediately following such withdrawal, and (2) shall have
                  such Participant's annual Deferred Savings limited, for
                  the Plan Year next following the year in which the
                  hardship withdrawal was made, to $9,500 (or as may be
                  adjusted by the Secretary of the Treasury of the United
                  States) minus the amount of any Deferred Savings made
                  during the year in which the hardship occurred.

                  A Transferred Employee who had a withdrawal of Deferred Assets
                  for Financial Hardship under the GM Plan in the 12 month or
                  period preceeding the day on which such Employee becomes a
                  Transferred Employee will be suspended from accumulating
                  savings under this Plan for a period immediately following the
                  date such Employee becomes a Transferred Employee equal to 12
                  months reduced by the period savings were suspended under the
                  GM Plan as of the day before the Effective Date.


                                     - 30 -

   31



         (d)      Any election to withdraw assets shall be irrevocable, normally
                  as of 4:00 p.m. Eastern Time, on the Business Day such
                  election is received by the party designated by the
                  Administrator.

         (e)      The Date of Valuation on any appropriate election to withdraw
                  assets, pursuant to this Section 6.03, shall be the Effective
                  Date of Withdrawal.

6.04     Distribution of Assets
         (a)      Settlement Upon Termination of Employment
                  (i)      If a Participant terminates employment and (1) on
                           the Effective Date of Termination the value of the
                           Participant's assets is not, and was not at the time
                           of any prior distribution, greater than $3,500, or
                           (2) the Participant has not made an election to
                           defer continuously the distribution of assets
                           pursuant to subsection (a)(ii) of this Section 6.04,
                           settlement of all of the assets in the Participant's
                           Account will be made and distributed upon the
                           earlier of (1) the Participant's request for a
                           settlement, or (2) the later of 60 days following
                           the month in which (A) the Participant's termination
                           of employment with the Corporation occurs, or (B)
                           the Participant attains age 65. The Date of
                           Valuation shall be the Effective Date of Withdrawal.

                  (ii)     If a Participant terminates employment and on the
                           Effective Date of Termination the value of the
                           Participant's assets exceeds (or at the time of any
                           prior distribution exceeded) $3,500, such
                           Participant may elect, by providing appropriate

                                     - 31 -

   32



                           direction to the party designated by the
                           Administrator, to (1) receive installment payments,
                           (2) receive partial withdrawals, (3) receive a total
                           settlement, or (4) defer continuously the
                           distribution of assets in such Participant's
                           Account. The Date of Valuation for any such
                           installment payment, partial withdrawal, or total
                           settlement shall be the Date of Withdrawal.

                  With regard to installment payments, a Participant may elect
                  to receive such payments each calendar month, calendar
                  quarter, semi-annual, or on an annual basis.

                  Installment payments must be in whole dollar amounts with $100
                  established as the monthly minimum amount. A Participant may
                  change or discontinue installment payments at any time by
                  providing appropriate direction to the party designated by the
                  Administrator.

                  If a terminated Participant does not request a total
                  settlement prior to attaining age 70-1/2, distribution of
                  assets in the Participant's Account will begin not later than
                  April 1 of the calendar year following the calendar year in
                  which the Participant attains age 70-1/2 and shall be made
                  annually thereafter in accordance with Section 401(a)(9) of
                  the Code and the regulations thereunder, including the minimum
                  distribution incidental benefit requirement of Section
                  1.401(a)(9)-2 of the Proposed Income Tax Regulations.

         (b)      Attainment of Age 70-1/2
                  (i)      If a Participant attains age 70-1/2, and such
                           Participant has not terminated employment, a

                                     - 32 -

   33



                           distribution of the Participant's assets will be
                           made upon termination of employment pursuant to
                           Section 6.04(a).

                  (ii)     All distributions required under this subsection
                           shall be determined and made in accordance with
                           Section 401 (a)(9) of the Code and the regulations
                           thereunder, including the minimum distribution
                           incidental benefit requirement of Section
                           1.401(a)(9)-2 of the Proposed Income Tax
                           Regulations.

         (c)      Undeliverable Assets
                  In the event a distribution to a Participant or the
                  Participant's beneficiary cannot be made pursuant to
                  subsections (a) and (b) of this Section 6.04 and Section 8.02
                  because the identity or location of such Participant or
                  beneficiary cannot be determined after reasonable efforts, and
                  if the Participant's settlement remains undistributed for a
                  period of one year from the Date of Valuation, the
                  Administrator may direct that the settlement assets and
                  earnings on such assets be returned to the trust fund and
                  liquidated. All liability for payment thereof shall thereupon
                  terminate; provided, however, in the event the identity or
                  location of the Participant or beneficiary is determined
                  subsequently, the value of the assets at the Date of Valuation
                  shall be paid from the Plan to such person in a single sum.
                  Any assets so liquidated shall be (1) paid to the Participant
                  or beneficiary when the identity or location is determined, or
                  (2) applied to reduce reasonable expenses of administering the
                  Plan.


                                     - 33 -

   34



6.05     Form of Distribution
         All distributions from the Plan will be paid out in cash. In the event
         of the death of a Participant and upon receipt of all information
         necessary to determine the beneficiary or beneficiaries, a settlement
         of all assets in the deceased Participant's account shall be made to
         the beneficiary or beneficiaries designated pursuant to Section 8.02.

6.06     Loans
         (a)      Subject to such rules as the Administrator may prescribe, a
                  Participant, including a former Employee, may borrow from
                  assets in such Participant's Account one time each calendar
                  year, for any reason, an amount (when added to the outstanding
                  balance of all other Plan loans) not more than the lesser of:

                  (1)      $50,000 less the highest aggregate outstanding loan
                           balance over the 12-month period preceding the
                           Participant's application for loan; or

                  (2)      one-half of the Current Market Value of all assets
                           in the Participant's Account.

                      For purposes of the above limitation, all loans from all
                      plans maintained by the Corporation [or its subsidiaries
                      in accordance with Section 414(b), (c), or (m) of the
                      Code] shall be aggregated.

         (b)      Loans shall be granted in whole dollar amounts with one
                  thousand dollars ($1,000) established as the minimum amount of
                  any loan.


                                     - 34 -

   35



         (c)      Loans shall be granted for a minimum period of 12 months, with
                  additional increments of 12 months as the Participant may
                  elect, to a maximum of five years (ten years in the event the
                  loan is for the purchase or construction of the Participant's
                  principal residence), provided a Participant may not elect a
                  term which will result in repayments of less than $10 per pay
                  period.

         (d)      Loans shall bear a rate of interest equal to the Prime Rate
                  prevailing as of the last Business Day of the quarter
                  immediately preceding the date the Participant gives
                  appropriate direction for a loan to the party designated by
                  the Administrator.

                  The interest rate shall remain the same throughout the term of
                  the loan.

         (e)      For purposes of this Section 6.06, the Current Market Value of
                  a Participant's assets shall be determined on the Effective
                  Date of Loan.

         (f)      Each loan shall be evidenced by a written Participant Loan
                  Agreement that specifies:

                  (1)      the amount of the loan;

                  (2)      the term of the loan; and

                  (3)      the repayment schedule, showing payments to be made
                           in a level amount which will fully amortize the loan
                           over its duration.


                                     - 35 -

   36



                      By endorsing and either cashing or depositing the check
                      representing the loan, a Participant shall acknowledge
                      receipt of the Participant Loan Agreement and agree to the
                      terms and conditions contained therein.

         (g)      Cash equal to the value of any loan granted shall be obtained
                  by liquidating assets in the Participant's Account from
                  investment options in which the Participant has assets, as the
                  Participant may elect.

         (h)      Repayment of a loan shall be through weekly payroll
                  deductions, except that if the Participant is not an
                  active Employee, such repayments shall be made through
                  monthly installment payments.  Payments of principal and
                  interest shall be applied to reduce the outstanding
                  balance of a loan.  Loan repayment amounts shall be
                  allocated to the Participant's Account in the same
                  investment option(s) as elected by the Participant
                  pursuant to subsection (a) of Section 6.01.  A
                  Participant shall be entitled to prepay the total
                  outstanding loan balance or make partial prepayment at
                  any time without penalty.

         (i)      A Participant with an outstanding loan who is placed on layoff
                  shall be entitled to:

                  (1)      make installment payments equivalent in value to
                           the payments deducted previously from the
                           Participant's paycheck; or

                  (2)      suspend loan payments for a period of up to 12
                           months while on layoff, provided such period does
                           not extend beyond the maximum loan term,

                                     - 36 -

   37



         (j)      A Participant with an outstanding loan who is placed on a
                  disability leave of absence must make installment payments
                  substantially equal to the payments deducted previously from
                  the Participant's paycheck.

         (k)      No earnings shall accrue to the Participant's Account with
                  respect to the outstanding balance of any loan.

         (l)      In the event a Participant fails to make a required loan
                  payment and such failure continues beyond the last day of
                  the calendar quarter following the calendar  quarter in
                  which the required payment was due, then the Participant
                  shall be irrevocably deemed to have received a
                  distribution of assets in an amount equal to the
                  remaining outstanding principal amount of and accrued
                  interest on the loan, calculated to the date of such
                  deemed distribution.

         (m)      A Participant (or beneficiary) who, prior to such
                  Participant's repayment of the total principal amount of and
                  accrued interest on a loan, requests or receives a settlement
                  of assets, shall be deemed to have elected a withdrawal,
                  pursuant to Section 6.03, equal to the principal amount of and
                  accrued interest on the loan as of the Effective Date of
                  Withdrawal.

         (n)      Any appropriate direction given to borrow assets shall be
                  irrevocable, normally as of 4:00 p.m. Eastern Time, on the
                  Business Day such election is received by the party designated
                  by the Administrator.

         (o)      A Participant may have no more than five loans outstanding at
                  any one time.

                                     - 37 -

   38




                                   ARTICLE VII
                                   TRUST FUND

7.01     Contributions to the Trustee
         (a)      All Deferred and After-Tax Savings under this Plan will be
                  paid to the Trustee who shall invest all such amounts and
                  earnings thereon.

         (b)      Once the Deferred and After-Tax Savings are contributed to the
                  Trustee by the Corporation, the Corporation shall be relieved
                  of any further liability except as otherwise may be provided
                  by The Employee Retirement Income Security Act of 1974.

7.02     Investment Options
         The Trustee is to invest in the Funds.




                                  ARTICLE VIII
                                OTHER PROVISIONS

8.01     Non-Assignability
         Except as otherwise may be provided by Section 6.06, no right or
         interest of any Participant under this Plan or in the Participant's
         Account shall be assignable or transferable, in whole or in part,
         either directly or by operation of law or otherwise, including, without
         limitation, by execution, levy, garnishment, attachment, pledge,
         bankruptcy, or in any other manner, except (1) in accord with
         provisions of a qualified domestic relations order as defined in IRC
         Section 414(p),

                                     - 38 -

   39



         (2) a Participant's voluntary assignment of an amount not in excess of
         10% of a distribution from the Plan, and (3) further excluding
         devolution by death or mental incompetency; no attempted assignment or
         transfer thereof shall be effective; and no right or interest of any
         Participant under this Plan shall be liable for, or subject to, any
         obligation or liability of such Participant.

8.02     Designation of Beneficiaries in Event of Death
         (a)      A Participant may file with the party designated by the
                  Administrator a written designation of a beneficiary or
                  beneficiaries with respect to all or part of the assets in the
                  Account of the Participant.

                  For a married Participant who dies, the entire balance of the
                  Account shall be paid to the surviving spouse unless the
                  written designation of beneficiary designating a person(s)
                  other than the spouse with respect to part or all of the
                  assets in the Account of the Participant includes the written
                  consent of the spouse, witnessed by the Plan representative or
                  a notary public. The written designation of beneficiary filed
                  with the party designated by the Administrator may be changed
                  or revoked at any time by the action of the Participant and,
                  if necessary, the spouse. No designation or change of
                  beneficiary will be effective until it is determined to be in
                  order by the party designated by the Administrator, but when
                  so determined it will be effective retroactively to the date
                  of the instrument making the designation or change.

         (b)      In the event an unmarried Participant does not file a
                  written designation of beneficiaries, such a Participant

                                     - 39 -

   40



                  shall be deemed to have designated as beneficiary or
                  beneficiaries under this Plan the person or persons who
                  receive the Participant's life insurance proceeds under the
                  Corporation's Life and Disability Benefits Program for Delphi
                  Hourly Employees, unless such Participant shall have assigned
                  such life insurance, in which case the assets in the account
                  shall be paid to the assignee.

         (c)      A beneficiary or beneficiaries will receive, subject to
                  the provisions of Section 6.05, in the event of the
                  Participant's death, the assets in the Participant's
                  Account in accordance with the applicable designation. If
                  the Corporation shall be in doubt as to the right of any
                  beneficiary to receive any such assets, the Corporation
                  may deliver such assets to the estate of the Participant,
                  in which case the Corporation shall not have any further
                  liability to anyone.

8.03     Merger or Consolidation
         In the event of any merger or consolidation with, or transfer of assets
         or liabilities to, any other plan or program, each Participant in the
         Plan would, if the Plan then terminated, receive the assets in each
         such Participant's Account immediately after the merger, consolidation,
         or transfer which are at least equal in value to the assets each such
         Participant would have been entitled to receive immediately before the
         merger, consolidation, or transfer, if the Plan had then terminated.

8.04     Limitations on Contributions and Benefits
         (a)      General Provisions
                  For purposes of this Section:

                                     - 40 -

   41



                  (i)      The term "Limitation Year" shall mean the Plan
                           Year.

                  (ii)     All defined benefit plans or programs of the
                           Corporation will be treated as one defined benefit
                           plan or program, and all defined contribution plans
                           or programs will be treated as one defined
                           contribution plan or program.

                  (iii)    No contribution to this Plan may exceed the limits
                           provided under Section 404 of the Code for current
                           deductibility for income tax purposes.

                  (iv)     Contributions made to the trust by the Corporation
                           pursuant to subsection (c) of Section 4.01 shall be
                           allocated to a Participant's Account within the
                           current Limitation Year.

                  (v)      For purposes of this Section, the term
                           "Compensation" shall mean compensation as defined
                           under Section 415(c)(3) of the Code and the
                           regulations thereunder.

                  (vi)     The term "Annual Additions" shall mean the sum, for
                           any Limitation Year, of Employee contributions,
                           Corporation contributions, and forfeitures allocated
                           to an Employee's account under all defined
                           contribution plans.

         (b)      In no event shall contributions or benefits under this Plan
                  exceed the limits of Section 415 of the Code and the
                  regulations thereunder.


                                     - 41 -

   42



         (c)      For any Employee who participates under this Plan and any
                  defined contribution plan or defined benefit plan of the
                  Corporation, the sum of such Employee's Annual Additions shall
                  not exceed the lesser of $30,000 (or such other amount
                  prescribed by the Secretary of the Treasury applicable to the
                  Limitation Year) or 25% of such Employee's Compensation for
                  any Limitation Year.

         (d)      Any amounts elected to be contributed by an Employee
                  pursuant to Section 5.01 of Article V which cannot be
                  contributed as a result of the application of subsection
                  (c) of this Article VIII shall be returned to the
                  Employee and, if necessary, any amounts elected to be
                  contributed by an Employee pursuant to subsections (a) or
                  (c) of Section 4.01 of Article IV which cannot be
                  contributed as a result of the application of subsection
                  (c) of this Article VIII shall be returned to the
                  Employee.

8.05     Deferred Savings Limitation
         A Participant's annual Deferred Savings under this Plan and all similar
         contributions to other plans maintained by the Corporation or any other
         employer may not exceed $9,500 (as adjusted by the Secretary of the
         Treasury). In the event a Participant identifies, in writing, before
         March 2 following the end of the Plan Year an amount of Deferred
         Savings as exceeding this limitation, as applied to this Plan and all
         other plans in which such Employee participated, such amounts will be
         refunded to the Participant no later than April 15 following the
         receipt of such written notice from the Participant. In the event the
         Administrator identifies an amount in excess of the limitation, the
         Participant will be

                                     - 42 -

   43



         deemed to have notified the Administrator, and such amount
         will be refunded to the Participant.

8.06     Provisions to Comply With Section 416 of the Code
         (a)      In any Plan Year in which the Plan is considered a "Top-
                  Heavy Plan," as defined in Section 416 of the Code, the
                  requirements of Section 416 of the Code, and the regulations
                  thereunder, are applicable and must be satisfied.

         (b)      The definition of a "Top-Heavy Plan" set forth in Section
                  416(g) of the Code and the additional definitions set forth in
                  Section 416(i) of the Code are herein incorporated by
                  reference.

         (c)      If the Plan is determined to be a "Top-Heavy Plan" for a Plan
                  Year, the Corporation shall make contributions equal to three
                  percent of Compensation on behalf of each Participant who is
                  not a "key employee" under Section 416 of the Code.

8.07     Investment Decisions
         Any Participant or beneficiary, who makes an investment election
         permitted under the Plan or otherwise exercises control permitted under
         the Plan over the assets in the account, shall be deemed the named
         fiduciary under the Employee Retirement Income Security Act of 1974
         (hereinafter referred to as ERISA), as amended, responsible for such
         decisions to the extent that such designation is permissible under
         applicable law and that the investment election or other exercise of
         control is not protected by Section 404(c) of ERISA.


                                     - 43 -

   44



8.08     Special Provisions Regarding Veterans
         (a)      In the event an Employee is rehired following qualified
                  military service, as defined in the Uniformed Services
                  Employment and Re-Employment Rights Act, such Employee
                  will be entitled to have the Corporation make
                  contributions to the Plan from such Employee's current
                  earnings that shall be attributable to the period of time
                  contributions were not otherwise allowable due to
                  military service.  Such contributions shall be in
                  addition to contributions otherwise permitted under
                  Sections 4.01 and 5.01, and shall be made as permitted
                  under this Section and Section 414(u) of the Code.

         (b)      Additional contributions permitted under this Section
                  shall be based on the amount of Eligible Weekly Earnings
                  and Profit Sharing Amount that the Employee would have
                  received from the Corporation (or, for a Transferred
                  Employee, from GM or the Corporation) but for the
                  military service, and such contributions shall be subject
                  to the Plan's (and, for a Transferred Employee, the GM
                  Plan's) terms and conditions in effect during the
                  applicable period of military service.

         (c)      Additional contributions made under this Section shall
                  not be taken into account in the current year, or the
                  year to which they are attributable to, for purposes of
                  calculating and applying any limitation or requirement
                  identified in Section 414(u)(1) of the Code.  However, in
                  no event may such contributions, when added to actual
                  contributions previously made, exceed the amount of
                  contributions allowable under the applicable limits in
                  effect during the year of military service if the
                  Employee had continued to be employed by the Corporation.

                                     - 44 -

   45



         (d)      If an Employee covered by this Section has an outstanding
                  loan(s) during the period of qualified military service
                  covered by this Section, loan payments shall be suspended
                  during such period, and the time for repayment of such loan(s)
                  shall be extended for a period of time equal to the period of
                  qualified military service.

8.09     Prohibition on Reversion

         The Plan shall be maintained and administered for the exclusive purpose
         of providing benefits to Participants and beneficiaries and defraying
         reasonable expenses. Except as provided herein, Plan funds may not
         revert to the Corporation. All contributions to the Plan are
         conditioned on their deductibility under Section 404 of the Code at the
         time made. All or any part of a contribution for which a deduction is
         not allowed may be returned to the Corporation within one year of the
         date of disallowance. Further, in the event contributions are made due
         to a mistake or an administration error, such contributions may be
         returned to the Corporation within one year of the date of discovery of
         such mistake or error.

                                   ARTICLE IX
                                 ADMINISTRATION

9.01     Administrative Responsibility
         The Committee shall be the Named Fiduciary with respect to the Plan
         except as set forth below and in Section 8.07. The Committee may
         delegate authority to carry out such of its responsibilities as it
         deems proper to the extent permitted by ERISA. Except as set forth in
         Section 8.07, the Committee is the Named Fiduciary of this Plan for
         purposes of investment of Plan assets. The Committee may delegate
         authority to carry

                                     - 45 -

   46



         out such of its responsibilities as it deems proper to the
         extent permitted by ERISA.

         Pursuant to authority delegated to it by the Named Fiduciary, the
         Committee, or its delegate, shall have responsibility for the
         day-to-day operation, management, and administration of the Plan,
         including full power and authority to construe, interpret, and
         administer this Plan and to pass upon and decide cases presenting
         unusual circumstances in conformity with the objectives of the Plan and
         under such rules as the Committee, or its delegate, may establish.
         Decisions of the Committee, or its delegate, shall be final and binding
         upon the Corporation and its employees.


9.02     Records
         The Administrator shall provide for the maintenance of suitable records
         to reflect the separate Account balance of each Participant's
         contributions and any earnings thereon.

         The Administrator shall make, or cause to be made, valuations of the
         trust fund or market value at least annually.

9.03     Administrative Expenses
         Administrative expenses of the Plan shall be paid from assets
         liquidated pursuant to subsection (c) of Section 6.04. To the extent
         such expenses are not thereby paid in full, such expenses will be paid
         by the Corporation.

9.04     Participant Statements
         Each Participant will be furnished a statement four times per year
         showing the Current Market Value of the assets, including earnings,
         credited to the Participant's Account.

                                     - 46 -

   47



9.05     Incapacity
         If the Administrator deems any person incapable of receiving any
         distribution to which such person is entitled under this Plan because
         such person has not yet reached the age of majority, or because of
         illness, infirmity, mental incompetency or other incapacity, it may
         make payment, for the benefit or the account of such incapacitated
         person, to any person selected by the Administrator, whose receipt
         thereof shall be a complete settlement thereof. Such payments shall, to
         the extent thereof, discharge all liability of the Corporation and each
         other fiduciary with respect to this Plan.

9.06     Notice of Claim Denial
         The Administrator will provide adequate notice, in writing, to any
         Participant or beneficiary whose claim for benefits under the Plan has
         been denied, setting forth the specific reasons for such denial.

         The Participant or beneficiary will be given an opportunity for a full
         and fair review by the Named Fiduciary, or its delegate, of the
         decision denying the claim. The Participant or beneficiary will be
         given 60 days from the date of the notice denying such claim within
         which to request such review.

9.07     Confidential Information
         The Administrator, or its delegate, shall be responsible for ensuring
         that sufficient procedures are in place and followed to safeguard the
         confidentiality (except to the extent necessary to comply with federal
         laws or state laws not preempted by ERISA) of information relating to
         the purchase, holding, and sale of securities, and the exercise of
         voting, tender, and similar rights with respect to such securities by

                                     - 47 -

   48



         Participants and beneficiaries. If deemed necessary by the
         Administrator, due to potential for undue employer influence with
         regard to exercise of shareholder rights, an independent party will be
         appointed by the Administrator to carry out instructions of
         Participants or beneficiaries relating to such rights.


                                    ARTICLE X
                            AMENDMENT, MODIFICATION,
                           SUSPENSION, OR TERMINATION


10.01    Amendment, Modification,
         Suspension, or Termination

         The Corporation reserves the right, by and through its Board of
         Directors, the Committee, or a delegate of either, to amend, modify,
         suspend, or terminate the Plan, but any such action shall have no
         retroactive effect which would prejudice the interests of the
         Participants.

10.02    Distribution Upon Plan Termination
         In the event of termination or partial termination of the Plan without
         establishment of a successor plan, the Administrator may direct the
         Trustee to:

         (a)      continue to administer the trust fund and pay Account balances
                  in accordance with Section 6.04 to Participants affected by
                  the termination of the Plan upon their termination of
                  employment, or to beneficiaries upon such a Participant's
                  death, until the trust fund has been liquidated; or


                                     - 48 -

   49



         (b)      distribute as soon as administratively feasible the assets
                  remaining in the trust fund in a lump sum to Participants and
                  beneficiaries in proportion to their respective Account
                  balances.

         (c)      In the event of termination, or partial termination, or a
                  complete discontinuance of contributions under the Plan, the
                  account balance of each affected Participant will be
                  non-forfeitable.

10.03    Distribution Upon Sale of
         Subsidiary or Corporation Assets

         Upon termination of employment of a Participant with the Corporation as
         a result of the sale or disposition of (i) a Corporation subsidiary
         which is the employer of such Participant or (ii) substantially all of
         the assets used by the Corporation at the location where such
         Participant is employed; and provided that immediately after the sale
         or disposition the Corporation maintains an ownership interest in the
         acquiring company, if any, of less than 15%; and further provided that
         such Participant continues employment with the acquiring company; then
         such Participant may elect to receive a settlement of all assets in the
         Participant's Account at any time prior to attaining age 59-1/2,
         subject to Article VI, Section 6.04, but only if the distribution is
         made by the end of the second calendar year after the calendar year in
         which the sale or disposition occurred.




                                     - 49 -

   50


Adopted on the _____ day of July, 1998.

LEAR CORPORATION

By_______________________________________
     Michael Miller
     Secretary, Employee Benefits Committee


                                     - 50 -

   1
                                                                EXHIBT 23.1


                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 30, 1998
included in Lear Corporation's Form 10-K for the year ended December 31, 1997,
and to all references to our firm included in this registration statement.

                
                                            /s/ Arthur Andersen LLP

                                                
Detroit, Michigan                               Arthur Andersen LLP
  August 27, 1998