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Table of Contents

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Table of Contents

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Table of Contents

 

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                                                                    EXHIBIT 10.1











                                LEAR CORPORATION
                       OUTSIDE DIRECTORS COMPENSATION PLAN





















                                LEAR CORPORATION
                       OUTSIDE DIRECTORS COMPENSATION PLAN


ARTICLE 1. ESTABLISHMENT, OBJECTIVES AND DURATION

         1.1 ESTABLISHMENT OF THE PLAN. Lear Corporation, a Delaware
corporation, hereby amends and restates the compensation plan for non-employee
directors known as the "Lear Corporation Outside Directors Compensation Plan"
(hereinafter referred to as the "Plan"), as set forth in this document. This
amended and restated Plan will become effective as of January 1, 2005 (the
"Effective Date") and will remain in effect as provided in Section 1.3 hereof.

         1.2 PLAN OBJECTIVES. The objectives of the Plan are to give the Company
an advantage in attracting and retaining Outside Directors and to link the
interests of Outside Directors to those of the Company's stockholders.

         1.3 DURATION OF THE PLAN. The Plan commenced on January 1, 2004 and
will remain in effect until the Board of Directors terminates it pursuant to
Section 7.1.

ARTICLE 2. DEFINITIONS

         Whenever used in the Plan, the following terms will have the meanings
set forth below, and when the meaning is intended, the initial letter of the
word will be capitalized:

         "ACCOUNTS" means an Outside Director's Stock Account and Interest
Account.

         "AFFILIATES" means, with respect to any person, any other person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, the first person.

         "ANNUAL RETAINER" means the retainer fee established by the Board in
accordance with Section 5.1 and paid to an Outside Director for services
performed as a member of the Board of Directors for a Plan Year.

         "BENEFICIARY" means the person entitled under Section 6.6 to receive
payment of the balances remaining in an Outside Director's Accounts in case the
Outside Director dies before the entire balances in those Accounts have been
paid.

         "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the
Company.

         "CHANGE IN CONTROL" of the Company will be deemed to have occurred (as
of a particular day, as specified by the Board) as of the first day any one or
more of the following paragraphs is satisfied:




         (a)      any person (other than the Company or a trustee or other
                  fiduciary holding securities under an employee benefit plan of
                  the Company, or a corporation owned directly or indirectly by
                  the stockholders of the Company in substantially the same
                  proportions as their ownership of stock of the Company)
                  becomes the beneficial owner, directly or indirectly, of
                  securities of the Company, representing more than twenty
                  percent of the combined voting power of the Company's then
                  outstanding securities;

         (b)      during any period of twenty-six consecutive months (not
                  including any period prior to the Effective Date), individuals
                  who at the beginning of that period constitute the Board (and
                  any new Directors whose election by the Board or nomination
                  for election by the Company's stockholders was approved by a
                  vote of at least two-thirds of the Directors then still in
                  office who either were Directors at the beginning of the
                  period or whose election or nomination for election was so
                  approved) cease for any reason (except for death, disability
                  or voluntary retirement) to constitute a majority of the
                  Board; or

         (c)      the stockholders of the Company approve: (i) a plan of
                  complete liquidation or dissolution of the Company; (ii) an
                  agreement for the sale or disposition of all or substantially
                  all the Company's assets; or (iii) a merger, consolidation or
                  reorganization of the Company with or involving any other
                  corporation, other than a merger, consolidation or
                  reorganization that would result in the voting securities of
                  the Company outstanding immediately prior thereto continuing
                  to represent (either by remaining outstanding or by being
                  converted into voting securities of the surviving entity) at
                  least eighty percent of the combined voting power of the
                  voting securities of the Company (or the surviving entity)
                  outstanding immediately after the merger, consolidation, or
                  reorganization.

         "CODE" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor to it.

         "COMMITTEE MEETING FEE" means the fee established by the Board in
accordance with Section 5.1 and paid to an Outside Director for each attendance
at a meeting of a Board committee (including telephonic meetings but excluding
execution of unanimous written consents).

         "COMMON STOCK FAIR MARKET VALUE" means the average of the high and low
prices of publicly traded Shares on the national exchange on which the Shares
are listed as of a particular date.

         "COMPANY" means Lear Corporation, a Delaware corporation, and any
successor thereto as provided in Section 7.3.

         "DEFERRAL ELECTION" has the meaning ascribed to it in Section 6.1.



                                      -2-


         "DEFERRAL FAIR MARKET VALUE" means the average of the high and low
prices of publicly traded Shares on the national exchange on which the Shares
are listed.

         "DIRECTOR" means any individual who is a member of the Board of
Directors.

         "DISABILITY" means the individual is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months.

         "EFFECTIVE DATE" has the meaning ascribed to it in Section 1.1.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor to it.

         "GRANT DATE" means has the meaning ascribed to it in Section 5.2.

         "GRANT DATE FAIR MARKET VALUE" means the average of the high and low
prices of publicly traded Shares on the national exchange on which the Shares
are listed on the date on which the Restricted Units are granted.

         "INSTALLMENT PAYMENT" has the meaning ascribed to it in Section 5.1.

         "INTEREST ACCOUNT" has the meaning ascribed to it in Section 6.4.

         "MEETING FEE" means the fee established by the Board in accordance with
Section 5.1 and paid to an Outside Director for each attendance at a meeting of
the Board of Directors (including telephonic meetings but excluding execution of
unanimous written consents).

          "OUTSIDE DIRECTOR" means a Director who, at the time in question, is
not an employee of the Company or any of its Affiliates.

         "PLAN" has the meaning ascribed to it in Section 1.1.

         "PLAN YEAR" means the 12 month period beginning on January 1 and ending
on the next following December 31.

         "PRESIDING DIRECTOR" means the Outside Director selected by the other
Outside Directors as the presiding Director at meetings of the Outside Directors
held in accordance with applicable rules of any securities exchange on which the
Company's securities are listed.

         "RESTRICTED UNITS" means a notional account established pursuant to an
award granted to an Outside Director under Article 6A, that is identical to a
Stock Unit, except that it is subject to vesting and such other restrictions as
are set forth in Article 6A.

         "RETIREMENT" means an Outside Director ceasing to be a Director (a)
upon or after attaining 70 years of age, or (b) upon or after serving six or
more years as a Director, or (c) upon




                                      -3-



such other circumstances that the Board, in its sole discretion, affirmatively
determines not to be adverse to the best interests of the Company.

         "SHARES" means the shares of common stock, $.01 par value, of the
Company, including their associated preferred share purchase rights.

         "STOCK ACCOUNT" has the meaning ascribed to it in Section 6.3.

         "STOCK UNIT" means a notional account established under Section 6.3 for
an Outside Director which is credited with amounts equal to Shares and payable
in cash.

         "TERMINATION DATE" means the date on which an Outside Director ceases
to be a Director.

ARTICLE 3. ADMINISTRATION

         3.1 THE BOARD OF DIRECTORS. The Plan will be administered by the Board
of Directors. The Board of Directors will act by a majority of its members at
the time in office and eligible to vote on any particular matter, and may act
either by a vote at a meeting or in writing without a meeting.

         3.2 AUTHORITY OF THE BOARD OF DIRECTORS. Except as limited by law and
subject to the provisions herein, the Board of Directors has full power to:
construe and interpret the Plan and any agreement or instrument entered into
under the Plan; establish, amend or waive rules and regulations for the Plan's
administration; and amend the terms and conditions of the Plan. Further, the
Board of Directors will make all other determinations which may be necessary or
advisable for the administration of the Plan. As permitted by law and consistent
with Section 3.1, the Board of Directors may delegate some or all of its
authority under this Plan.

         3.3 DECISIONS BINDING. All determinations and decisions made by the
Board of Directors pursuant to the provisions of the Plan will be final,
conclusive and binding on all persons, including the Company, its stockholders,
all Affiliates, Outside Directors and their estates and beneficiaries.

ARTICLE 4. ELIGIBILITY

         Each Outside Director of the Board during a Plan Year will participate
in the Plan for that year.

ARTICLE 5. ANNUAL RETAINER AND RESTRICTED UNITS

         5.1 AMOUNT PAYABLE IN CASH. Each Outside Director will be entitled to
receive an Annual Retainer in the amount determined from time to time by the
Board. Until changed by resolution of the Board of Directors, the Annual
Retainer will be $45,000 for each Outside Director, provided that the Annual
Retainer for the Presiding Director will be increased by $10,000. In addition,
the Annual Retainer for the chair of the Audit Committee will be increased by
$20,000 and the Annual Retainer for the chair of each of the following
committees will be




                                      -4-


increased by $10,000: Compensation Committee and Nominating and Corporate
Governance Committee.

         Unless the Outside Director has made a Deferral Election with respect
to them, the Annual Retainer will be paid in four equal cash installments (the
"Installment Payments") as of the last business day of each January, April, July
and October to each individual who is an Outside Director on that date. Each
Installment Payment to an Outside Director will equal the quotient of the
Outside Director's Annual Retainer divided by four. Any Outside Director who
first becomes an Outside Director during a calendar quarter will be entitled to
an Installment Payment for that calendar quarter unless, immediately before
becoming an Outside Director, he or she was a Director who was an employee of
the Company or any of its Affiliates.

         Each Outside Director will be entitled to receive a Meeting Fee, in the
amount determined from time to time by the Board, for each meeting he or she
attends (including telephonic meetings but excluding execution of unanimous
written consents) of the Board of Directors. In addition, each Outside Director
will be entitled to receive a Committee Meeting Fee, in the amount determined
from time to time by the Board, for each meeting he or she attends (including
telephonic meetings but excluding execution of unanimous written consents) of a
Board committee. Until changed by resolution of the Board of Directors, the
Meeting Fee will be $1,500 and the Committee Meeting Fee will be $1,500. Unless
the Outside Director has made a Deferral Election with respect to them, Meeting
Fees and Committee Meeting Fees will be paid at the same time as Installment
Payments for the meetings, if any, attended during the previous quarter.

         5.2 RESTRICTED UNITS. Each Outside Director who is an Outside Director
on any day of the Plan Year on or prior to May 1 will be entitled to receive a
grant, on the last business day of January of such Plan Year or, if later, on
the first day on which such individual becomes an Outside Director (the "Grant
Date"), of Restricted Units pursuant to Article 6A. Until changed by resolution
of the Board of Directors, the number of Restricted Units so granted will be
equal to $90,000 divided by the Grant Date Fair Market Value of a Share.




                                      -5-


ARTICLE 6. DEFERRAL

         6.1 DEFERRAL ELECTION. Any Outside Director may elect to defer all or a
portion of the compensation payable to him or her under Section 5.1 for the Plan
Year by filing with the Secretary of the Company a written notice to that effect
on the Deferral Election Form attached hereto as Exhibit A (a "Deferral
Election"). An Outside Director without a Deferral Election in effect may elect
to defer all or a portion of the compensation payable under Section 5.1: (a)
with respect to any compensation payable under Section 5.1 for any Plan Year by
filing a Deferral Election on or before the December 31st preceding the Plan
Year; and (b) with respect to any compensation payable under Section 5.1 for any
portion of a Plan Year following the date on which the Director becomes an
Outside Director by filing a Deferral Election within thirty days following that
date. A Deferral Election may not be revoked or modified with respect to
compensation payable for any Plan Year for which it is effective and the
Deferral Election, unless terminated or modified as described below, will apply
to compensation payable under Section 5.1 with respect to each subsequent Plan
Year. An Outside Director may terminate or modify his or her current Deferral
Election for any subsequent Plan Year by filing a new Deferral Election on or
before December 31 of the then-current Plan Year. An effective Deferral Election
will also terminate on the date a Director ceases to be an Outside Director.

         6.2 ACCOUNTS. At the time an Outside Director makes a Deferral Election
under Section 6.1 he or she must also designate the portion of the deferred
compensation to be credited to a Stock Account and/or an Interest Account.

         6.3 STOCK ACCOUNT. The amounts the Outside Director elects to defer to
a Stock Account will be credited to that account as of the date the compensation
would otherwise have been payable under Section 5.1 as Stock Units. The number
of Stock Units so credited will equal the amount of compensation deferred
divided by the Deferral Fair Market Value of a Share on the day the compensation
would otherwise have been paid if the Outside Director had not made a deferral
election.

         If the Company declares a cash dividend on its common stock, then, on
the payment date of the dividend, the Outside Director will be credited with
dividend equivalents equal to the amount of cash dividend per Share multiplied
by the number of Stock Units credited to the Outside Director's Stock Account
through the record date. The dollar amount credited to the Outside Director
under the preceding sentence will be credited to the Outside Director's Interest
Account.

         6.4 INTEREST ACCOUNT. The amounts the Outside Director elects to defer
to an Interest Account under Section 6.2 will be credited to that account as of
the date the compensation would otherwise have been payable under Section 5.1.
The amounts credited to the Interest Account will be credited as of the date the
compensation would otherwise have been payable under Section 5.1 with interest,
compounded monthly, until the amount credited to the Interest Account is paid to
the Outside Director. The rate of interest credited under the previous sentence
will be the prime rate of interest as reported by the Midwest edition of the
Wall Street Journal for the second business day of each quarter on an annual
basis.




                                      -6-


         6.5 DISTRIBUTIONS. The value of an Outside Director's Accounts will be
distributed, or will begin to be distributed, to him or her or, in the event of
his or her death, to his or her Beneficiary, following the earliest of:

         (a)      the date specified by the Outside Director in his or her
                  Deferral Election;

         (b)      the date the Outside Director ceases to be a Director, whether
                  or not through termination due to retirement, death or
                  disability; and

         (c)      the date on which a Change of Control occurs.

         The amount payable to an Outside Director will equal the sum of: (a)
the dollar amount credited to the Outside Director's Interest Account; and (b)
the number of Stock Units credited to the Outside Director's Stock Account
multiplied by the Deferral Fair Market Value on the applicable payout date.

         An Outside Director's Accounts will be paid to him or her in accordance
with his or her Deferral Election. An Outside Director may change the payout
form by filing an irrevocable election of a new payout form with the Secretary
of the Company at least one year and one day before the due date of the first
payment under this Article 6. If an Outside Director fails to elect a payout
form, his or her Accounts shall be paid in a single lump sum payment.

           If an Outside Director elects to receive payment of his or her
Accounts in installments, the payment period for the installments will not
exceed ten years. The amount of each installment payment will equal the product
of (a) the balance in the Outside Director's Accounts on the date the payment is
made multiplied by (b) a fraction, the numerator of which is one and the
denominator of which is the number of unpaid remaining installments. The balance
of the Accounts will be appropriately reduced to reflect any installment
payments already made hereunder. Notwithstanding the foregoing, in the event of
a Change of Control, the balance remaining in an Outside Director's Accounts
will be paid in a single lump sum payment following the Change of Control.

           If an Outside Director dies before he or she has received payment of
all amounts due hereunder, the balances remaining in the Outside Director's
Accounts shall be distributed to his or her Beneficiary in a single lump sum
payment following the Outside Director's death.




                                      -7-


         All single sum payments shall be made, and all installment payments
shall commence, as soon as administratively feasible following the date that
triggers distribution under this section; provided that, to the extent necessary
to avoid liability under Section 16(b) of the Exchange Act, the amount
attributable to any Stock Units that shall have been credited to the Outside
Director's Stock Account for a period of less than six months shall be
distributed, or commence to be distributed, as soon as administratively feasible
following the expiration of such six month period. To the extent necessary to
comply with Code section 409A, the Board or its Compensation Committee may
specify such additional rules regarding distributions and elections as it deems
appropriate.

         6.6 BENEFICIARY. An Outside Director may designate, on the Beneficiary
Designation form attached hereto as Exhibit B, any person to whom payments are
to be made if the Outside Director dies before receiving payment of all amounts
due hereunder. A Beneficiary Designation form becomes effective only after the
signed form is filed with the Secretary of the Company while the Outside
Director is alive, and will cancel any prior Beneficiary Designation form. If
the Outside Director fails to designate a beneficiary or if all designated
beneficiaries predecease the Outside Director, the Outside Director's
Beneficiary will be his or her estate.

ARTICLE 6A. RESTRICTED UNITS

         6A.1 AWARD AGREEMENT. Each grant of Restricted Units will be evidenced
by an award agreement substantially in the form of Exhibit C attached hereto
that specifies the vesting periods, the number of share equivalent units
granted, and such other provisions as the Board of Directors determines. The
Board will establish rules and procedures for the Restricted Units, as it deems
appropriate.

         6A.2 PAYMENT OF AWARDS. Share equivalent units underlying a Restricted
Unit will be paid out in cash to the Outside Director as soon as
administratively feasible after the Restricted Unit vests, or on a later date
provided in the award agreement. In addition, an Outside Director may defer the
receipt of the cash payment via a deferral election, pursuant to such procedures
as may be set forth in an award agreement or as otherwise set forth by the Board
of Directors in compliance with the requirements of Code section 409A.

         6A.3 DIVIDENDS AND OTHER DISTRIBUTIONS. During the vesting period,
Outside Directors awarded Restricted Units hereunder will be credited with
dividend equivalents with respect to those share equivalent units. Such dividend
equivalents will be accrued as contingent cash obligations in the manner set
forth in the award agreement. The Board of Directors may apply any restrictions
it deems advisable to the crediting and payment of dividends and other
distributions.

         6A.4 TERMINATION AND CHANGE IN CONTROL. Each Restricted Unit award
agreement will set forth the extent to which the Outside Director has the right
to retain unvested Restricted Units after he or she ceases to be an Outside
Director. These terms will be determined by the Board of Directors in its sole
discretion, need not be uniform among all awards of Restricted Units, and may
reflect, among other things, distinctions based on the reasons the award
recipient ceases to be an Outside Director. Unless a Restricted Unit award
agreement provides otherwise,




                                      -8-


upon a Change in Control prior to or concurrent with the Termination Date of an
Outside Director, all unvested Restricted Units will be vested. If the Outside
Director ceases to be a Director before the date that all of the Restricted
Units vest, his or her right to receive a payment with respect to the share
equivalent units underlying unvested Restricted Units will be forfeited, except
as otherwise provided in the Restricted Unit award agreement.

ARTICLE 7. MISCELLANEOUS

         7.1 MODIFICATION AND TERMINATION. The Board may at any time and from
time to time, alter, amend, modify or terminate the Plan in whole or in part.

         7.2 INDEMNIFICATION. Each person who is or has been a member of the
Board will be indemnified and held harmless by the Company against and from any
loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by that person in connection with or resulting from any claim, action,
suit, or proceeding to which that person may be a party or in which that person
may be involved by reason of any action taken or failure to act under the Plan
and against and from any and all amounts paid by that person in a settlement
approved by the Company, or paid by that person in satisfaction of any judgment
in any such action, suit, or proceeding against that person, provided he or she
gives the Company an opportunity, at its own expense, to handle and defend the
action, suit or proceeding before that person undertakes to handle and defend
it. The foregoing right of indemnification will not be exclusive of any other
rights of indemnification to which an individual may be entitled under the
Company's Certificate of Incorporation or By-Laws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify him or her or
hold him or her harmless.

         7.3 SUCCESSORS. All obligations of the Company under the Plan with
respect to a given Plan Year will be binding on any successor to the Company,
whether the existence of the successor is the result of a direct or indirect
purchase of all or substantially all of the business and/or assets of the
Company, or a merger, consolidation, or otherwise.

         7.4 RESERVATION OF RIGHTS. Nothing in this Plan or in any award
agreement granted hereunder will be construed to limit in any way the Board's
right to remove an Outside Director from the Board of Directors.

ARTICLE 8. LEGAL CONSTRUCTION

         8.1 GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein will also include the feminine; the plural will
include the singular and the singular will include the plural.

         8.2 SEVERABILITY. If any provision of the Plan is held illegal or
invalid for any reason, the illegality or invalidity will not affect the
remaining parts of the Plan, and the Plan will be construed and enforced as if
the illegal or invalid provision had not been included.




                                      -9-


         8.3 REQUIREMENTS OF LAW. The issuance of payments under the Plan will
be subject to all applicable laws, rules, and regulations, and to any approvals
required by any governmental agencies or national securities exchanges.

         8.4 SECURITIES LAW AND TAX LAW COMPLIANCE. To the extent any provision
of the Plan or action by the Board would subject any Outside Director to
liability under Section 16(b) of the Exchange Act, it will be deemed null and
void, to the extent permitted by law and deemed advisable by the Board. Amounts
deferred prior to January 1, 2005 will be subject to the terms of the Plan as in
effect prior to the Effective Date.

         8.5 UNFUNDED STATUS OF THE PLAN. The Plan is intended to constitute an
"unfunded" plan. With respect to any payments not yet made to an Outside
Director by the Company, nothing contained herein will give any rights to an
Outside Director that are greater than those of a general creditor of the
Company.

         8.6 GOVERNING LAW. The Plan will be construed in accordance with and
governed by the laws of the State of Delaware, determined without regard to its
conflict of law rules.

         8.7 NONTRANSFERABILITY. An Outside Director's Accounts and any
Restricted Units granted hereunder may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution, or pursuant to a domestic relations order (as
defined in Code section 414(p)). All rights with respect to Accounts and
Restricted Units will be available during the Outside Director's lifetime only
to the Outside Director or the Outside Director's guardian or legal
representative. The Board of Directors may, in its discretion, require an
Outside Director's guardian or legal representative to supply it with evidence
the Board of Directors deems necessary to establish the authority of the
guardian or legal representative to act on behalf of the Outside Director.



                                    * * * * *



                                      -10-







                                                                       EXHIBIT A



                                LEAR CORPORATION
                       OUTSIDE DIRECTORS COMPENSATION PLAN

                                DEFERRAL ELECTION

                  As of __________________, 20__, the individual whose name
appears below, who is an Outside Director of the Company, hereby elects to defer
all or a portion of the compensation payable to him or her under the terms of
the Lear Corporation Outside Directors Compensation Plan (the "Plan"). This
Deferral Election will remain in full force and effect until the earlier of the
date the Outside Director modifies or terminates it and the date the Director
ceases to be an Outside Director. Any term capitalized herein but not defined
will have the meaning set forth in the Plan.

         1. Deferral Election. In accordance with the terms of the Plan, the
Outside Director hereby elects to defer:

                  ____% of the Annual Retainer

                  ____% of the Meeting Fee(s)

                  ____% of the Committee Meeting Fee(s)

payable to the Outside Director for calendar years beginning after the date this
election is filed with the Secretary of Lear Corporation. (Enter in each blank
any whole percentage less than or equal to 100%.).

         2. Accounts. The Outside Director hereby elects to have the amounts
deferred under item number 1 above credited to the Accounts in the percentages
indicated below:

                  Interest Account  _____%

                  Stock Account     _____%

(Enter in each blank any whole percentage less than or equal to 100%. The
percentages indicated in both blanks should total 100%. If the Outside Director
fails to designate the account to which some or all of the deferral should be
credited, that portion of the deferral will be credited to the Interest
Account).

         3. Timing of Payout. Subject to the terms of the Plan, the Outside
Director hereby elects to have his or her Accounts distributed as soon as
administratively feasible following _______________________ (insert N/A if
Outside Director wishes to receive Accounts only after the earlier of (a) the
date he or she ceases to be a Director and (b) the date on which a Change of
Control occurs).



                                      -11-


         4. Form of Payout. In accordance with the terms of the Plan, the
Outside Director hereby elects the following payout form for his or her Accounts
(elect one):

                  _____     single lump sum payment, or

                  _____     installments over ___ years (not to exceed 10
                            years) payable (elect one):

                                    ____    quarterly,

                                    ____    semi-annually, or

                                    ____    annually


         IN WITNESS WHEREOF, the Outside Director has duly executed this
Deferral Election as of the date first written above.



         --------------------------------------
         Outside Director's Signature


         --------------------------------------
         Outside Director's Name (please print)









                                                                       EXHIBIT B

                                LEAR CORPORATION
                       OUTSIDE DIRECTORS COMPENSATION PLAN

                             BENEFICIARY DESIGNATION

         In accordance with the terms of the Lear Corporation Outside Directors
Compensation Plan (the "Plan"), the individual whose name appears below, who is
an Outside Director of the Lear Corporation (the "Company") hereby designates a
beneficiary or beneficiaries, with respect to his or her Accounts (and any other
amounts due to him or her) under the Plan.

         1. Primary Beneficiary. The following person, or persons, are hereby
designated as primary Beneficiary with respect to the percentage of the Outside
Director's unpaid Accounts (and any other amounts due to him or her) indicated
for each person:

                  Name:
                                    --------------------------------------
                  Relationship:
                                    --------------------------------------
                  Address:
                                    --------------------------------------

                                    --------------------------------------

                                    --------------------------------------
                  Percent:
                                    --------------------------------------

                  Name:
                                    --------------------------------------
                  Relationship:
                                    --------------------------------------
                  Address:
                                    --------------------------------------

                                    --------------------------------------

                                    --------------------------------------
                  Percent:
                                    --------------------------------------


                  Name:
                                    --------------------------------------
                  Relationship:
                                    --------------------------------------
                  Address:
                                    --------------------------------------

                                    --------------------------------------

                                    --------------------------------------
                  Percent:
                                    --------------------------------------






         2. Secondary Beneficiary. The following person, or persons, are hereby
designated as secondary Beneficiary with respect to the percentage of the
Outside Director's unpaid Accounts (and any other amounts due to him or her)
indicated for each person:

                  Name:
                                    --------------------------------------
                  Relationship:
                                    --------------------------------------
                  Address:
                                    --------------------------------------

                                    --------------------------------------

                                    --------------------------------------

                  Percent:
                                    --------------------------------------

                  Name:
                                    --------------------------------------
                  Relationship:
                                    --------------------------------------
                  Address:
                                    --------------------------------------

                                    --------------------------------------

                                    --------------------------------------

                  Percent:
                                    --------------------------------------

                  Name:
                                    --------------------------------------
                  Relationship:
                                    --------------------------------------
                  Address:
                                    --------------------------------------

                                    --------------------------------------

                                    --------------------------------------

                  Percent:
                                    --------------------------------------



         IN WITNESS WHEREOF, the Outside Director has duly executed this
Beneficiary Designation as of ________________, 20__ .



                                         --------------------------------------
                                         Outside Director's Signature


                                         --------------------------------------
                                         Outside Director's Name (please print)







                                                                       EXHIBIT C

                                LEAR CORPORATION
                       OUTSIDE DIRECTORS COMPENSATION PLAN

                         RESTRICTED UNIT AWARD AGREEMENT

Name:
     ---------------------------------------------------------------------------

Number of Restricted Units:
                            ----------------------------------------------------

                      RESTRICTED UNIT TERMS AND CONDITIONS

                  1. Definitions. Any term capitalized herein but not defined
will have the meaning set forth in the Lear Corporation Outside Directors
Compensation Plan (the "Plan").


                  2. Grant and Vesting of Restricted Units.

                  (a) As of _______________, (the "Grant Date"). the Outside
Director will be credited with the number of Restricted Units determined
pursuant to Section 5.2 of the Plan and set forth above (an "Award"). Each
Restricted Unit is a notional amount that represents one unvested share of
common stock, $0.01 par value, of the Company. Each Restricted Unit constitutes
the right, subject to the terms and conditions of the Plan and this document, to
a distribution of cash equal to the Common Stock Fair Market Value of a share
equivalent unit if and when the Restricted Unit vests.

                  (b) One-third of the Award will vest on each of the first,
second and third anniversaries of the Grant Date. Notwithstanding the foregoing,
if prior to the date that the Award has fully vested pursuant to the preceding
sentence, the Outside Director ceases to be a Director by reason of death,
Disability or Retirement, then the portion of the Award which had not previously
vested will vest on the Termination Date. Except as provided in the preceding
two sentences, if the Outside Director ceases to be a Director before the date
that all of the Restricted Units vest, his or her right to receive a payment
with respect to the share equivalent units underlying unvested Restricted Units
will be forfeited. Notwithstanding the foregoing, upon a Change in Control prior
to or concurrent with the Termination Date of an Outside Director, the unvested
portion of the Award will vest.

                  3. Rights as a Stockholder.

                  (a) The Outside Director will not be entitled to vote with
respect to either the Restricted Units or share equivalent units underlying
them.

                  (b) If the Company declares a cash dividend on its common
stock following the Grant Date, then, on the payment date of the dividend, the
Outside Director will be credited with dividend equivalents equal to the amount
of the cash dividend per Share multiplied by the number of Restricted Units
credited to the Outside Director through the record date. The dollar







amount credited to an Outside Director under the preceding sentence will be
credited to an account ("Dividend Equivalent Account") established for the
Outside Director for bookkeeping purposes only on the books of the Company. The
amounts credited to the Dividend Equivalent Account will be credited as of the
last day of each month with interest, compounded monthly, until the amount
credited to the Dividend Equivalent Account is paid to the Outside Director or
deferred into the Outside Director's Interest Account pursuant to Section 6. The
rate of interest credited under the previous sentence will be the prime rate of
interest as reported by the Midwest edition of the Wall Street Journal for the
second business day of each quarter on an annual basis. The balance in the
Dividend Equivalent Account will be subject to the same terms regarding vesting
and forfeiture as the Outside Director's Restricted Units awarded hereunder, and
will be paid in cash in a single sum at the time that a payment with respect to
Share equivalent units underlying the Outside Director's Restricted Units is
made (or forfeited at the time that the Outside Director's Restricted Units are
forfeited).

                  4. Forfeiture. On his or her Termination Date, the Outside
Director will forfeit the right to receive a payment with respect to share
equivalent units underlying any Restricted Units that have not yet vested, but
will be entitled to receive a payment with respect to share equivalent units
underlying any Restricted Units that have vested.

                  5. Timing and Form of Payment. Once a Restricted Unit vests,
the Outside Director will be entitled to receive a cash distribution (the "Unit
Vesting Payment") equal to the Common Stock Fair Market Value of each share
equivalent unit underlying such Restricted Unit as of the applicable vesting
date. The Unit Vesting Payment will be made as soon as administratively feasible
after its associated Restricted Unit vests (or at the later date elected by the
Outside Director under Section 6).

                  6. Election to Defer.

                  (a) Subject to the requirements of this Section 6 and of
Section 409A of the Code, the Outside Director may elect to defer payment of any
or all of his or her Unit Vesting Payment and any balance in his or her Dividend
Equivalent Account, by making a timely deferral election. Such an election shall
be made by filing with the Secretary of the Company a written notice to that
effect on the Unit Payment Deferral Election Form set forth as Attachment 1 (a
"Unit Payment Deferral Election"). A Unit Payment Deferral Election may not be
revoked or modified after the Grant Date of the Award to which it applies.

                  (b) Any amounts deferred pursuant to a Unit Payment Deferral
Election shall be treated in the same manner, and subject to the same rules, as
set forth in Sections 6.2 through 6.6 of the Plan for compensation payable under
Section 5.1 of the Plan. Notwithstanding the foregoing, amounts credited to the
Outside Director's Dividend Equivalent Account may not be deferred into the
Outside Director's Stock Account.

                  7. Assignment and Transfers. The Outside Director may not
assign, encumber or transfer any of his or her rights and interests under the
Award described in this document, except, in the event of his or her death, by
will or the laws of descent and distribution.






                  8. Withholding Tax. The Company and any Affiliate will have
the right to retain amounts that are payable to the Outside Director hereunder
to the extent necessary to satisfy any withholding taxes, whether federal or
state, triggered by the granting or vesting of an Award reflected in this
document or by the payment of cash.

                  9. Securities Law Requirements. With respect to individuals
subject to Section 16 of the Exchange Act, transactions under this Award are
intended to comply with all applicable conditions of Rule 16b-3, or its
successors under the Exchange Act. To the extent any provision of the Award or
action by the Board fails to so comply, the Board may determine, to the extent
permitted by law, that the provision or action will be null and void.

                  10. No Limitation on Rights of the Company. The grant of the
Award described in this document will not in any way affect the right or power
of the Company to make adjustments, reclassification or changes in its capital
or business structure, or to merge, consolidate, dissolve, liquidate, sell or
transfer all or any part of its business or assets.

                  11. Notice. Any notice or other communication required or
permitted hereunder must be in writing and must be delivered personally, or sent
by certified, registered or express mail, postage prepaid. Any such notice will
be deemed given when so delivered personally or, if mailed, three days after the
date of deposit in the United States mail, in the case of the Company to 21557
Telegraph Road, P. O. Box 5008, Southfield, Michigan, 48086-5008, Attention:
General Counsel and, in the case of the Outside Director, to the last known
address of the Outside Director in the Company's records.

                  12. Governing Law. This document and the Award will be
construed and enforced in accordance with, and governed by, the laws of the
State of Delaware, determined without regard to its conflict of law rules.

                  13. Plan Document Controls. The rights granted under this
Restricted Unit document are in all respects subject to the provisions of the
Plan to the same extent and with the same effect as if they were set forth fully
therein. If the terms of this document or the Award conflict with the terms of
the Plan document, the Plan document will control.






                                                                       EXHIBIT C
                                                                    ATTACHMENT 1
                                                      FORM A (AMOUNTS VESTING ON
                                                FIRST ANNIVERSARY OF GRANT DATE)


                                LEAR CORPORATION
                       OUTSIDE DIRECTORS COMPENSATION PLAN

                         UNIT PAYMENT DEFERRAL ELECTION

                  As of ________________, 20__, the individual whose name
appears below, who is an Outside Director of the Company, hereby elects to defer
all or a portion of the amount payable to him or her under the terms of the
Award with a Grant Date of _______________, and which is scheduled to vest on
the first anniversary of such Grant Date. This Deferral Election will remain in
full force and effect until the earlier of the date the Outside Director
modifies or terminates it and the date the Director ceases to be an Outside
Director. Any term capitalized herein but not defined will have the meaning set
forth in the Lear Corporation Outside Directors Compensation Plan (the "Plan").

                  1. Deferral Election. In accordance with the terms of the Plan
and the Award, the Outside Director hereby elects to defer:

                  ____% of the Unit Vesting Payment

                  ____% of the Dividend Equivalent Account

                  payable to the Outside Director upon the vesting of this
portion of the Award. (Enter in the blanks any whole percentage less than or
equal to 100%.)

                  2. Accounts. The Outside Director hereby elects to have the
amounts deferred under item number 1 with respect to the Unit Vesting Payment
above credited to the Accounts in the percentages indicated below:

                  Interest Account  _____%

                  Stock Account     _____%

(Enter in each blank any whole percentage less than or equal to 100%. The
percentages indicated in both blanks should total 100%. If the Outside Director
fails to designate the Account to which some or all of the deferral should be
credited, that portion of the deferral will be credited to the Interest Account.
All amounts payable with respect to the Dividend Equivalent Account will be
deferred, if at all, into the Interest Account.)

                  3. Timing of Payout. Subject to the terms of the Plan, the
Outside Director hereby elects to have his or her Accounts distributed as soon
as administratively feasible following _______________________ (insert N/A if
Outside Director wishes to receive







Accounts only after the earlier of (a) the date he or she ceases to be a
Director and (b) the date on which a Change of Control occurs).

                  4. Form of Payout. In accordance with the terms of the Plan,
the Outside Director hereby elects the following payout form for his or her
Account (elect one):

                  _____     single lump sum payment, or

                  _____     installments over ___ years (not to exceed 10
                            years) payable (elect one):

                                    ____    quarterly,

                                    ____    semi-annually, or

                                    ____    annually



                  IN WITNESS WHEREOF, the Outside Director has duly executed
this Unit Payment Deferral Election as of the date first written above.



         --------------------------------------
         Outside Director's Signature



         --------------------------------------
         Outside Director's Name (please print)






                                                                       EXHIBIT C
                                                                    ATTACHMENT 1
                                                      FORM B (AMOUNTS VESTING ON
                                               SECOND ANNIVERSARY OF GRANT DATE)

                                LEAR CORPORATION
                       OUTSIDE DIRECTORS COMPENSATION PLAN

                         UNIT PAYMENT DEFERRAL ELECTION

                  As of ________________, 20__, the individual whose name
appears below, who is an Outside Director of the Company, hereby elects to defer
all or a portion of the amount payable to him or her under the terms of the
Award with a Grant Date of _______________, and which is scheduled to vest on
the second anniversary of such Grant Date. This Deferral Election will remain in
full force and effect until the earlier of the date the Outside Director
modifies or terminates it and the date the Director ceases to be an Outside
Director. Any term capitalized herein but not defined will have the meaning set
forth in the Lear Corporation Outside Directors Compensation Plan (the "Plan").

                  1. Deferral Election. In accordance with the terms of the Plan
and the Award, the Outside Director hereby elects to defer:

                  ____% of the Unit Vesting Payment

                  ____% of the Dividend Equivalent Account

                  payable to the Outside Director upon the vesting of this
portion of the Award. (Enter in the blanks any whole percentage less than or
equal to 100%.)

                  2. Accounts. The Outside Director hereby elects to have the
amounts deferred under item number 1 with respect to the Unit Vesting Payment
above credited to the Accounts in the percentages indicated below:

                  Interest Account  _____%

                  Stock Account     _____%

(Enter in each blank any whole percentage less than or equal to 100%. The
percentages indicated in both blanks should total 100%. If the Outside Director
fails to designate the Account to which some or all of the deferral should be
credited, that portion of the deferral will be credited to the Interest Account.
All amounts payable with respect to the Dividend Equivalent Account will be
deferred, if at all, into the Interest Account.)

                  3. Timing of Payout. Subject to the terms of the Plan, the
Outside Director hereby elects to have his or her Accounts distributed as soon
as administratively feasible following _______________________ (insert N/A if
Outside Director wishes to receive







Accounts only after the earlier of (a) the date he or she ceases to be a
Director and (b) the date on which a Change of Control occurs).

                  4. Form of Payout. In accordance with the terms of the Plan,
the Outside Director hereby elects the following payout form for his or her
Account (elect one):

                  _____     single lump sum payment, or

                  _____     installments over ___ years (not to exceed 10
                            years) payable (elect one):

                                    ____    quarterly,

                                    ____    semi-annually, or

                                    ____    annually



                  IN WITNESS WHEREOF, the Outside Director has duly executed
this Unit Payment Deferral Election as of the date first written above.



         --------------------------------------
         Outside Director's Signature



         --------------------------------------
         Outside Director's Name (please print)







                                                                       EXHIBIT C
                                                                    ATTACHMENT 1
                                                      FORM C (AMOUNTS VESTING ON
                                                THIRD ANNIVERSARY OF GRANT DATE)

                                LEAR CORPORATION
                       OUTSIDE DIRECTORS COMPENSATION PLAN

                         UNIT PAYMENT DEFERRAL ELECTION

                  As of _______________, 20__, the individual whose name appears
below, who is an Outside Director of the Company, hereby elects to defer all or
a portion of the amount payable to him or her under the terms of the Award with
a Grant Date of _______________, and which is scheduled to vest on the third
anniversary of such Grant Date. This Deferral Election will remain in full force
and effect until the earlier of the date the Outside Director modifies or
terminates it and the date the Director ceases to be an Outside Director. Any
term capitalized herein but not defined will have the meaning set forth in the
Lear Corporation Outside Directors Compensation Plan (the "Plan").

                  1. Deferral Election. In accordance with the terms of the Plan
and the Award, the Outside Director hereby elects to defer:

                  ____% of the Unit Vesting Payment

                  ____% of the Dividend Equivalent Account

                  payable to the Outside Director upon the vesting of this
portion of the Award. (Enter in the blanks any whole percentage less than or
equal to 100%.)

                  2. Accounts. The Outside Director hereby elects to have the
amounts deferred under item number 1 with respect to the Unit Vesting Payment
above credited to the Accounts in the percentages indicated below:

                  Interest Account  _____%

                  Stock Account     _____%

(Enter in each blank any whole percentage less than or equal to 100%. The
percentages indicated in both blanks should total 100%. If the Outside Director
fails to designate the Account to which some or all of the deferral should be
credited, that portion of the deferral will be credited to the Interest Account.
All amounts payable with respect to the Dividend Equivalent Account will be
deferred, if at all, into the Interest Account.)

                  3. Timing of Payout. Subject to the terms of the Plan, the
Outside Director hereby elects to have his or her Accounts distributed as soon
as administratively feasible following _______________________ (insert N/A if
Outside Director wishes to receive







Accounts only after the earlier of (a) the date he or she ceases to be a
Director and (b) the date on which a Change of Control occurs).

                  4. Form of Payout. In accordance with the terms of the Plan,
the Outside Director hereby elects the following payout form for his or her
Account (elect one):

                  _____     single lump sum payment, or

                  _____     installments over ___ years (not to exceed
                            10 years) payable (elect one):

                                    ____    quarterly,

                                    ____    semi-annually, or

                                    ____    annually



                  IN WITNESS WHEREOF, the Outside Director has duly executed
this Unit Payment Deferral Election as of the date first written above.



         --------------------------------------
         Outside Director's Signature



         --------------------------------------
         Outside Director's Name (please print)