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(1)	Certain information is incorporated by reference, as indicated below, to the registrant’s Notice of Annual Meeting of Stockholders and Definitive Proxy Statement on Schedule 14A for its Annual Meeting of Stockholders to be held in May 2018 (the "Proxy Statement").

(2)	A portion of the information required is incorporated by reference to the Proxy Statement sections entitled "Election of Directors" and "Directors and Corporate Governance."

(3)	Incorporated by reference to the Proxy Statement sections entitled "Directors and Corporate Governance — Director Compensation," "Compensation Discussion and Analysis," "Executive Compensation," "Compensation Committee Interlocks and Insider Participation" and "Compensation Committee Report."

(4)	A portion of the information required is incorporated by reference to the Proxy Statement section entitled "Directors and Corporate Governance — Security Ownership of Certain Beneficial Owners, Directors and Management."

(5)	Incorporated by reference to the Proxy Statement sections entitled "Certain Relationships and Related Party Transactions" and "Directors and Corporate Governance — Independence of Directors."

(6)	Incorporated by reference to the Proxy Statement section entitled "Fees of Independent Accountants."

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•	Continue to deliver profitable growth, balancing risks and returns;

•	Maintain a strong balance sheet with investment grade credit metrics; and

•	Consistently return excess cash to our stockholders.

•

Seating — Our Seating segment consists of the design, development, engineering, just-in-time assembly and delivery of complete seat systems, as well as the design, development, engineering and manufacture of all major seat components, including seat covers and surface materials such as leather and fabric, seat structures and mechanisms, seat foam and headrests. Further, we have capabilities in active sensing and comfort for seats, utilizing electronically controlled sensor and adjustment systems and internally developed algorithms. We also offer seat heating and cooling capabilities through technology partnerships and design-integrated supplier solutions.

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•	In May 2012, we acquired Guilford Mills, a leading supplier of automotive seat and interior fabric, from Cerberus Capital Management, L.P., for approximately $243 million.

•	In January 2015, we acquired Everett Smith Group, Ltd., the parent company of Eagle Ottawa, LLC ("Eagle Ottawa"), the world's leading provider of leather for the automotive industry, for approximately $844 million.

•	In August 2015, we acquired intellectual property and technology from Autonet Mobile, a developer of wireless communication software and devices for automotive applications.

•	In November 2015, we completed the acquisition of Arada Systems Inc., an automotive technology company that specializes in vehicle-to-vehicle ("V2V") and vehicle-to-infrastructure ("V2I" and together with V2V, "V2X") communications.

•	In December 2016, we acquired AccuMED Holdings Corp. ("AccuMED"), a privately-held developer and manufacturer of specialty fabrics, for approximately $149 million. AccuMED provides innovative fabric processing technology that will benefit our automotive fabric operations and adds scale to our existing non-automotive fabric products.

•

In April 2017, we acquired Grupo Antolin's automotive seating business ("Antolin Seating") for approximately $292 million. Antolin Seating is headquartered in France with operations in five countries in Europe and North Africa. The Antolin Seating business is comprised of just-in-time seat assembly, as well as seat structures, mechanisms and seat covers. Antolin Seating has modern facilities and a reputation for lean manufacturing, superior quality and innovation, including high-functionality and light-weight seat designs.

•	In January 2018, we acquired Israel-based EXO Technologies, a leading developer of differentiated GPS technology providing high-accuracy positioning solutions for autonomous and connected vehicle applications.

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(1)	Production data based on IHS Automotive.

(2)	Production data for 2016 has been updated to reflect actual production levels.

(1)	Production data based on IHS Automotive.

(2)	Production data for 2016 has been updated to reflect actual production levels.

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•

Electrification - Demand for more energy efficient vehicles is increasing, both from customers to meet stricter fuel economy and emissions standards and from a growing segment of consumers to reduce the environmental impact of automobiles. This requires further use of electronically controlled and assisted powertrains and related components to improve fuel efficiency and the adoption of alternative energy powertrains, such as 48-volt mild hybrid, full hybrid, hybrid electric and high power battery electric, that facilitate electrification of the vehicle, as well as the use of lighter weight materials throughout the vehicle.

•

Connectivity - Customer and consumer demands for constant communication and information exchange with the vehicle continue to increase. What began with consumer demand to extend and integrate mobile connectivity into the vehicle by connecting mobile devices with vehicle infotainment systems is evolving such that the vehicle itself will have an embedded, direct line of wireless communication connecting the vehicle with various networks (e.g., cellular, infrastructure, satellite, etc.) and other vehicles. We expect these trends to continue, making the vehicle a constantly connected device, receiving and transmitting data through a variety of signals, which communicate directly with on-board vehicle systems.

•

Autonomy/Advanced Driver Assistance - Customer and consumer demands are evolving from safety features and systems that protect vehicle occupants when a crash occurs to advanced driver assistance systems (ADAS) that help prevent crashes by assisting in the vehicle’s operation under certain conditions. The development of automated intervention uses many of the same core technologies that will enable vehicles to drive autonomously under an increasing variety of driving conditions.

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(1)	As discussed in Note 2, "Summary of Significant Accounting Policies — Segment Reporting," segment earnings represents pretax income before equity in net income of affiliates, interest expense and other expense.

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(1)	As discussed in Note 2, "Summary of Significant Accounting Policies — Segment Reporting," segment earnings represents pretax income before equity in net income of affiliates, interest expense and other expense.

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•	Our industry is cyclical and a decline in the production levels of our major customers, particularly with respect to models for which we are a significant supplier, could adversely affect our financial performance.

•	The loss of business with respect to, or the lack of commercial success of, a vehicle model for which we are a significant supplier could adversely affect our financial performance.

•	Our inability to achieve product cost reductions which offset customer-imposed price reductions could adversely affect our financial performance.

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•	Increases in the costs and restrictions on the availability of raw materials, energy, commodities and product components could adversely affect our financial performance.

•	Adverse developments affecting or the financial distress of one or more of our suppliers could adversely affect our financial performance.

•	Our substantial international operations make us vulnerable to risks associated with doing business in foreign countries.

•	exposure to local economic conditions;

•	political, economic and civil instability and uncertainty (including acts of terrorism, civil unrest, drug-cartel related and other forms of violence and outbreaks of war);

•	labor unrest;

•	expropriation and nationalization;

•	currency exchange rate fluctuations, currency controls and the ability to economically hedge currencies;

•	withholding and other taxes on remittances and other payments by subsidiaries;

•	investment restrictions or requirements;

•	repatriation restrictions or requirements;

•	export and import restrictions and increases in duties and tariffs;

•	increases in working capital requirements related to long supply chains; and

•	global sovereign fiscal matters and creditworthiness, including potential defaults and the related impacts on economic activity, including the possible effects on credit markets, currency values, monetary unions, international treaties and fiscal policies.

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•	Certain of our operations are conducted through joint ventures which have unique risks.

•	We operate in a highly competitive industry and efforts by our competitors, as well as new non-traditional entrants to the industry, to gain market share could adversely affect our financial performance.

•	Our inability to effectively manage the timing, quality and costs of new program launches could adversely affect our financial performance.

•	A significant labor dispute involving us or one or more of our customers or suppliers or that could otherwise affect our operations could adversely affect our financial performance.

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•	Our existing indebtedness and the inability to access capital markets could restrict our business activities or our ability to execute our strategic objectives or adversely affect our financial performance.

•	Significant changes in discount rates, the actual return on pension assets and other factors could adversely affect our financial performance.

•	Impairment charges relating to our goodwill and long-lived assets could adversely affect our financial performance.

•	Our failure to execute our strategic objectives could adversely affect our financial performance.

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•	A disruption in our information technology systems, including a disruption related to cybersecurity, could adversely affect our financial performance.

•	A significant product liability lawsuit, warranty claim or product recall involving us or one of our major customers could adversely affect our financial performance.

•	We are involved from time to time in various legal and regulatory proceedings and claims, which could adversely affect our financial performance.

•	New laws or regulations or changes in existing laws or regulations could adversely affect our financial performance.

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•	We are subject to regulation of our international operations that could adversely affect our financial performance.

•	We are required to comply with environmental laws and regulations that could cause us to incur significant costs.

•	Developments or assertions by or against us relating to intellectual property rights could adversely affect our financial performance.

•	The United States recently passed a comprehensive tax reform bill that could adversely affect our financial performance.

•	Significant changes in the North American Free Trade Agreement ("NAFTA") could adversely affect our financial performance.

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•	Changes in the United Kingdom's economic and other relationships with the European Union could adversely affect us.

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*	Mr. Simoncini has elected to retire as President and Chief Executive Officer and as a member of the Board of Directors of the Company, effective February 28, 2018. The Board of Directors has elected Raymond E. Scott to serve as President and Chief Executive Officer of the Company, effective February 28, 2018.

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(1)	Remaining authorization as of December 31, 2017.

(1)	We do not believe that there is a single published industry or line of business index that is appropriate for comparing stockholder returns. As a result, we have selected a peer group comprised of representative independent automotive suppliers whose common stock is publicly traded.

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(1)

2017 results include $74.5 million of restructuring and related manufacturing inefficiency charges (including $1.3 million of fixed asset impairment charges), $3.8 million of transaction costs, $5.0 million charge due to an acquisition-related inventory fair value adjustment, $15.4 million litigation charge, $21.2 million loss on the extinguishment of debt, $54.2 million gain related to obtaining control of an affiliate and $214.8 million of net tax benefits related to U.S. corporate tax reform and its associated transition tax, foreign tax credits on repatriated earnings, the reversal of valuation allowances on the deferred tax assets of certain foreign subsidiaries, a change in the accounting for share-based compensation, an incentive tax credit in a foreign subsidiary, the redemption of the 2023 Notes, restructuring charges and various other items.

(2)

2016 results include $69.6 million of restructuring and related manufacturing inefficiency charges (including $4.7 million of fixed asset impairment charges), $34.2 million non-cash pension settlement charge, $1.3 million of transaction costs, $30.3 million gain related to obtaining control of an affiliate and $23.6 million of net tax benefits related to restructuring charges, a non-cash pension settlement charge and various other items.

(3)

2015 results include $97.2 million of restructuring and related manufacturing inefficiency charges (including $3.9 million of fixed asset impairment charges), $10.9 million of transaction and other related costs, $15.8 million charge due to an acquisition-related inventory fair value adjustment, $14.3 million loss on the extinguishment of debt, $1.8 million loss related to an affiliate and $43.1 million of net tax benefits related to restructuring charges, debt redemption costs, acquisition costs and various other items.

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(4)

2014 results include $115.3 million of restructuring and related manufacturing inefficiency charges (including $0.5 million of fixed asset impairment charges), $5.3 million of transaction costs, $17.9 million loss on the extinguishment of debt, $0.8 million of losses related to affiliates and $149.1 million of net tax benefits related to net reductions in valuation allowances with respect to the deferred tax assets of certain foreign subsidiaries, reductions in tax reserves due to audit settlements, debt redemption costs, restructuring charges and various other items.

(5)

2013 results include $83.8 million of restructuring and related manufacturing inefficiency charges (including $9.2 million of fixed asset impairment charges), $3.0 million of costs related to a proxy contest, $7.3 million of losses and incremental costs related to the destruction of assets caused by a fire at one of our European production facilities, $3.6 million loss on the partial extinguishment of debt and $27.8 million of net tax benefits related to restructuring, net changes in valuation allowances with respect to the deferred tax assets of certain foreign subsidiaries, the retroactive reinstatement of the U.S. research and development tax credit by the American Taxpayer Relief Act of 2012, which was signed into law on January 2, 2013, and various other items.

(6)	Includes non-income related taxes, foreign exchange gains and losses, gains and losses related to certain derivative instruments and hedging activities, gains and losses on the extinguishment of debt, gains and losses on the disposal of fixed assets and other miscellaneous income and expense.

(7)	"Fixed charges" consist of interest on debt, amortization of deferred financing fees and that portion of rental expenses representative of interest. "Earnings" consist of consolidated income before provision (benefit) for income taxes and equity in the undistributed net income of affiliates and fixed charges.

(8)

The balance sheet data for 2014 and 2013 has been restated to reflect the presentation of debt issuance costs as a reduction of current portion of long-term debt and long-term debt in conjunction with the 2015 adoption of Accounting Standards Update ("ASU") 2015-03, "Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs," and ASU 2015-15, "Interest — Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements — Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting." In addition, the balance sheet data for 2014 and 2013 has been restated to reflect the presentation of all deferred tax assets and liabilities, as well as related valuation allowances, as non-current in conjunction with the 2015 adoption of ASU 2015-17, "Balance Sheet Classification of Deferred Taxes."

(9)	"North American content per vehicle" is our net sales in North America divided by total North American vehicle production. Content per vehicle data excludes business conducted through non-consolidated joint ventures. Content per vehicle data for 2016 has been updated to reflect actual production levels.

(10)	"North American vehicle production" includes car and light truck production in the United States, Canada and Mexico based on IHS Automotive. Production data for 2016 has been updated to reflect actual production levels.

(11)	"European content per vehicle" is our net sales in Europe and Africa divided by total European and African vehicle production. Content per vehicle data excludes business conducted through non-consolidated joint ventures. Content per vehicle data for 2016 has been updated to reflect actual production levels.

(12)

"European vehicle production" includes car and light truck production in Austria, Belarus, Belgium, Bosnia, Bulgaria, Czech Republic, Finland, France, Germany, Hungary, Italy, Morocco, Netherlands, Norway, Poland, Portugal, Romania, Russia, Serbia, Slovakia, Slovenia, South Africa, Spain, Sweden, Turkey, Ukraine and the United Kingdom based on IHS Automotive. Production data for 2016 has been updated to reflect actual production levels.

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(1)	See definition above.

(1)	See definition above.

(1)	See definition above.

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(1)	See definition above.

(1)	See definition above.

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(1)	See definition above.

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(1)	Relative to all other currencies to which it is exposed for a twelve-month period

(2)	Relative to all other currencies to which it is exposed

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•	general economic conditions in the markets in which we operate, including changes in interest rates or currency exchange rates;

•	currency controls and the ability to economically hedge currencies;

•	the financial condition and restructuring actions of our customers and suppliers;

•	changes in actual industry vehicle production levels from our current estimates;

•	fluctuations in the production of vehicles or the loss of business with respect to, or the lack of commercial success of, a vehicle model for which we are a significant supplier;

•	disruptions in the relationships with our suppliers;

•	labor disputes involving us or our significant customers or suppliers or that otherwise affect us;

•	the outcome of customer negotiations and the impact of customer-imposed price reductions;

•	the impact and timing of program launch costs and our management of new program launches;

•	the costs, timing and success of restructuring actions;

•	increases in our warranty, product liability or recall costs;

•	risks associated with conducting business in foreign countries;

•	the impact of regulations on our foreign operations;

•	the operational and financial success of our joint ventures;

•	competitive conditions impacting us and our key customers and suppliers;

•	disruptions to our information technology systems, including those related to cybersecurity;

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•	the cost and availability of raw materials, energy, commodities and product components and our ability to mitigate such costs;

•	the outcome of legal or regulatory proceedings to which we are or may become a party;

•	the impact of pending legislation and regulations or changes in existing federal, state, local or foreign laws or regulations;

•	unanticipated changes in cash flow, including our ability to align our vendor payment terms with those of our customers;

•	limitations imposed by our existing indebtedness and our ability to access capital markets on commercially reasonable terms;

•	impairment charges initiated by adverse industry or market developments;

•	our ability to execute our strategic objectives;

•	changes in discount rates and the actual return on pension assets;

•	costs associated with compliance with environmental laws and regulations;

•	developments or assertions by or against us relating to intellectual property rights;

•	our ability to utilize our net operating loss, capital loss and tax credit carryforwards;

•	global sovereign fiscal matters and creditworthiness, including potential defaults and the related impacts on economic activity, including the possible effects on credit markets, currency values, monetary unions, international treaties and fiscal policies;

•	the impact of potential changes in tax and trade policies in the United States and related actions by countries in which we do business;

•	the anticipated changes in economic and other relationships between the United Kingdom and the European Union; and

•	other risks, described in Part I — Item 1A, "Risk Factors," as well as the risks and information provided from time to time in our filings with the Securities and Exchange Commission.

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(1)	Net of unamortized discount of $5.1 million

(2)	Unamortized portion

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(1)	See Lump-Sum Payout below for further discussion

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•	Voting Rights – All shares of the Company’s common stock have identical rights and privileges. With limited exceptions, holders of common stock are entitled to one vote for each outstanding share of common stock held of record by each stockholder on all matters properly submitted for the vote of the Company’s stockholders.

•	Dividend Rights – Subject to applicable law, any contractual restrictions and the rights of the holders of outstanding preferred stock, if any, holders of common stock are entitled to receive ratably such dividends and other distributions that the Company’s Board of Directors, in its discretion, declares from time to time.

•	Liquidation Rights – Upon the dissolution, liquidation or winding up of the Company, subject to the rights of the holders of outstanding preferred stock, if any, holders of common stock are entitled to receive ratably the assets of the Company available for distribution to the Company’s stockholders in proportion to the number of shares of common stock held by each stockholder.

•	Conversion, Redemption and Preemptive Rights – Holders of common stock have no conversion, redemption, sinking fund, preemptive, subscription or similar rights.

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(1)	Outstanding performance shares are reflected at the maximum possible payout that may be earned during the relevant performance periods.

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(1)	For a definition of segment earnings, see Note 2, "Summary of Significant Accounting Policies — Segment Reporting."

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(1)	Credit agreement and senior notes (excludes "other" debt)

(2)	Carrying value excludes the impact of unamortized original issue discount and debt issuance costs

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(a)	Disclosure Controls and Procedures

(b)	Management’s Annual Report on Internal Control over Financial Reporting

(c)	Attestation Report of the Registered Public Accounting Firm

(d)	Changes in Internal Control over Financial Reporting

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(1)	Includes 572,213 of outstanding restricted stock units and 1,199,570 of outstanding performance shares. Outstanding performance shares are reflected at the maximum possible payout that may be earned during the relevant performance periods.

(2)	Reflects outstanding restricted stock units and performance shares at a weighted average price of zero.

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(a)	1.    Consolidated Financial Statements:

3.	The exhibits listed on the "Index to Exhibits" on pages 106 through 108 are filed with this Form 10-K or incorporated by reference as set forth below.

(b)	The exhibits listed on the "Index to Exhibits" on pages 106 through 108 are filed with this Form 10-K or incorporated by reference as set forth below.

(c)	Additional Financial Statement Schedules

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Title:	___________________________

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2.1

Account. Account means a bookkeeping account maintained by the Committee to record the payment obligation of a Participating Employer to a Participant as determined under the terms of the Program. The Committee may maintain an Account to record the total obligation to a Participant and component Accounts to reflect amounts payable at different times and in different forms. Unless the Committee provides otherwise for one (1) or more Participants, a Participant shall have a Retirement Account and may establish up to five (5) additional Flex Accounts. Reference to an Account means any such Account established by the Committee, as the context requires. Accounts are intended to constitute unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

2.2	Account Balance. Account Balance means, with respect to any Account, the total payment obligation owed to a Participant from such Account as of the most recent Valuation Date.

2.3	Affiliate. Affiliate means a corporation, trade or business that, together with the Company, is treated as a single employer under Code Sections 414(b) or (c).

2.4	Beneficiary. Beneficiary means a natural person, estate, or trust designated by a Participant in accordance with Article XII hereof to receive payments to which a Beneficiary is entitled in accordance with provisions of the Program.

2.5	Business Day. Business Day means each day on which the New York Stock Exchange is open for business.

2.6	Claimant. Claimant means a Participant or Beneficiary filing a claim under Article XI of this Program.

2.7	Code. Code means the Internal Revenue Code of 1986, as amended from time to time.

2.8	Code Section 409A. Code Section 409A means Section 409A of the Code, and regulations and other guidance issued by the Treasury Department and Internal Revenue Service thereunder.

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2.9	Committee. Committee means the Lear Corporation Employee Benefits Committee.

2.10	Company. Company means Lear Corporation and any successor thereto.

2.11	Company Contribution. Company Contribution means a credit by a Participating Employer to a Participant’s Account(s) in accordance with the provisions of Article V of the Program. Unless the context clearly indicates otherwise, a reference to Company Contribution shall include Earnings attributable to such contributions.

2.12	Compensation. Compensation means a Participant’s Salary or Bonus that may be deferred under Section 4.2 of this Program, excluding any compensation that has been previously deferred under this Program or any other arrangement subject to Code Section 409A and excluding any compensation that is not U.S. source income.

2.13	Compensation Deferral Agreement. Compensation Deferral Agreement means an agreement between a Participant and a Participating Employer that specifies: (i) the amount of each component of Compensation that the Participant has elected to defer to the Program in accordance with the provisions of Article IV, and (ii) the Payment Schedule applicable to one (1) or more Accounts.

2.14	Deferral. Deferral means a credit to a Participant’s Account(s) that records that portion of the Participant’s Compensation that the Participant has elected to defer to the Program in accordance with the provisions of Article IV. Unless the context of the Program clearly indicates otherwise, a reference to Deferrals includes Earnings attributable to such Deferrals.

2.15	Disability. Disability means a Participant is eligible to receive long-term disability benefits under the applicable long-term disability plan of the Company.

2.16	Earnings. Earnings means an adjustment to the value of an Account in accordance with Article VII.

2.17

Eligible Employee. Eligible Employee means an Employee who receives U.S. source income, who is a member of a select group of management or highly compensated employees and who meets one or more of the following eligibility conditions: (i) the Employee has an annual base salary that meets or exceeds five-sixths (5/6) of the limit established under Code Section 401(a)(17) (determined based on his or her annual base salary as of the November 1 of the year preceding the applicable Plan Year; provided, that the compensation of a newly-hired Employee shall be determined, with respect to the calendar year in which such employee is hired, by annualizing such Employee’s salary as of his or her commencement of employment); (ii) the Employee has a title that is at or above that of a Vice President of the Company; or (iii) the Employee met the following two (2) conditions with respect to the year preceding the applicable Plan Year: (1) satisfied the eligibility conditions set forth in this Section 2.17 and (2) earned compensation that meets or exceeds the limit established under Code Section 401(a)(17) (for this purpose, it will be assumed that such Employee continues to earn the same base salary from the date of determination through the end of the year preceding the applicable Plan Year). An Employee becomes an Eligible Employee on the date set forth in Section 3.1.

2.18	Employee. Employee means a common-law employee of an Employer.

2.19	Employer. Employer means the Company and each Affiliate.

2.20	ERISA. ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.

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2.21	Flex Account. Flex Account means a Specified Date Account or a Separation Account established by the Committee in accordance with a Participant’s Compensation Deferral Agreement. Unless otherwise specified by the Committee, no more than five (5) Flex Accounts shall be maintained for a Participant at any time.

2.22	Participant. Participant means an individual who has an Account Balance greater than zero.

2.23	Participating Employer. Participating Employer means each Employer that has adopted the Program with the consent of the Company. Each Participating Employer shall be identified on Schedule A attached hereto.

2.24	Payment Schedule. Payment Schedule means the date as of which payment of an Account under the Program will commence and the form in which payment of such Account will be made.

2.25	Plan Year. Plan Year means January 1 through December 31.

2.26

Program. Program means the “Lear Corporation Salaried Retirement Restoration Program” as documented herein and as may be amended from time to time hereafter. However, to the extent permitted or required under Code Section 409A, the term Program may in the appropriate context also mean a portion of the Program that is treated as a single plan under Treas. Reg. Section 1.409A-1(c), or the Program or portion of the Program and any other nonqualified deferred compensation plan or portion thereof that is treated as a single plan under such section.

2.27	Retirement Account. Retirement Account means an Account established by the Committee to record Company Contributions and any Deferrals allocated to such Account under a Participant’s Compensation Deferral Agreement and which are payable upon a Participant’s Separation from Service.

2.28	Savings Program. Savings Program means the Lear Corporation Salaried Retirement Program.

2.29	Separation Account. Separation Account means a Flex Account established by the Committee to record amounts payable to a Participant upon Separation from Service as specified in the Participant’s Compensation Deferral Agreement.

2.30	Separation from Service. Separation from Service, Separated from Service and similar terms mean the termination of a Participant’s continuous employment or service with a Participating Employer, which shall be interpreted in a manner consistent with a “separation from service” as defined for purposes of Code Section 409A and Treas. Reg. Section 1.409A-1(h).

2.31	Specified Date Account. Specified Date Account means a Flex Account established by the Committee to record the amounts payable in a future year as specified in the Participant’s Compensation Deferral Agreement.

2.32	Substantial Risk of Forfeiture. Substantial Risk of Forfeiture has the meaning specified in Treas. Reg. Section 1.409A-1(d).

2.33	Unforeseeable Emergency. Unforeseeable Emergency means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s dependent (as defined in Code Section 152, without regard to Sections 152(b)(1), (b)(2), and (d)(1)(B)), or a Beneficiary; loss of the Participant’s property due to casualty (including the

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2.34	Valuation Date. Valuation Date means each Business Day.

3.1	Eligibility and Participation. An Employee is eligible to participate in the Program on the same date on which he or she is initially eligible to participate in the Savings Program. Eligibility under this Program is not conditioned on a Participant making or not making a deferral election under the Savings Program.

(a)	submission of a Compensation Deferral Agreement in accordance with Article IV and the subsequent crediting of Deferrals to his or her Account; or

3.2

Duration. A Participant shall be eligible to defer Compensation and receive allocations of Company Contributions, subject to the terms of the Program, for as long as such Participant remains an Eligible Employee. A Participant who is no longer an Eligible Employee but has not Separated from Service will not be allowed to submit future Compensation Deferral Agreements but may otherwise exercise all of the rights of a Participant under the Program with respect to his or her Account(s). On and after a Separation from Service, a Participant shall remain a Participant as long as his or her Account Balance is greater than zero (0). All Participants, regardless of employment status, will continue to be credited with Earnings and may continue to make allocation elections as provided in Section 7.4. An individual shall cease being a Participant in the Program when his Account has been reduced to zero (0).

3.3

Rehires. An Eligible Employee who Separates from Service and who subsequently resumes performing services for the Employer in the same calendar year (regardless of eligibility) will have his or her Compensation Deferral Agreement for such year, if any, reinstated, but his or her eligibility to participate in the Program in years subsequent to the year of rehire shall be governed by the provisions of Section 3.1.

(a)	A Participant may make an initial election to defer Compensation by submitting a Compensation Deferral Agreement during the enrollment periods established by the Committee and in the manner specified by the Committee, but in any event, in accordance

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(b)

A Compensation Deferral Agreement that is not timely filed with respect to the service period in which an item of Compensation is earned, or that is submitted by a Participant who Separates from Service prior to the latest date such agreement would become irrevocable under Code Section 409A, shall be considered null and void and shall not take effect with respect to such item of Compensation. Notwithstanding anything in this Program or any Compensation Deferral Agreement to the contrary, the Committee may modify or revoke any Compensation Deferral Agreement prior to the date the election becomes irrevocable under the rules of Section 4.2.

(c)

The Committee may permit different deferral amounts for each component of Compensation and may establish a minimum or maximum deferral amount for each such component. Unless otherwise specified by the Committee in the Compensation Deferral Agreement, a Participant may defer up to seventy-five percent (75%) of his or her Salary and up to ninety percent (90%) of his or her Bonus earned during a Plan Year.

(d)

Deferrals of Compensation shall be calculated with respect to the gross cash Compensation payable to the Participant prior to any deductions or withholdings, but shall be reduced by the Committee as necessary so as not to exceed one-hundred percent (100%) of the Compensation of the Participant remaining after deduction of all required income and employment taxes, required employee benefit deductions, and other deductions required by law. Changes to payroll withholdings that affect the amount of Compensation being deferred to the Program shall be allowed only to the extent permissible under Code Section 409A.

(e)	The Participant shall specify on his or her Compensation Deferral Agreement the amount of Deferrals and whether to allocate Deferrals to the Retirement Account or to one (1) or more Flex Accounts. If no designation is made, Deferrals shall be allocated to the Retirement Account.

(a)

Initial Eligibility. The Committee may permit an Employee who meets the criteria of an Eligible Employee on his or her date of hire (other than the entry date requirement under Section 3.1) to defer Compensation upon initial eligibility. The Compensation Deferral Agreement must be filed within thirty (30) days of attaining Eligible Employee status and becomes irrevocable not later than the thirtieth (30th) day.

(a)

Prior Year Election. Except as otherwise provided in this Section 4.2, the Committee may permit an Eligible Employee to defer Compensation by filing a Compensation Deferral Agreement no later than December 31 of the year prior to the year in which the Compensation to be deferred is earned. A Compensation Deferral Agreement filed under this paragraph shall become irrevocable with respect to such Compensation not later than the December 31 filing deadline.

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(b)

Short-Term Deferrals. The Committee may permit Compensation that meets the definition of a “short-term deferral” described in Treas. Reg. Section 1.409A-1(b)(4) to be deferred in accordance with the rules of Section 6.9, applied as if the date the Substantial Risk of Forfeiture lapses is the date payments were originally scheduled to commence. A Compensation Deferral Agreement submitted in accordance with this paragraph becomes irrevocable not later than the latest date it could be submitted under Section 6.9.

4.3

Allocation of Deferrals. A Compensation Deferral Agreement may allocate Deferrals to the Retirement Account or to one (1) or more Flex Accounts. The Committee may, in its discretion, establish in a written communication during enrollment a minimum deferral period for the establishment of a Specified Date Account (for example, the third Plan Year following the year Compensation is first allocated to such Accounts.). In the event a Participant’s Compensation Deferral Agreement allocates Compensation to a Specified Date Account that does not satisfy the minimum deferral period established by the Committee (if any), the Compensation Deferral Agreement shall be deemed to establish a new Specified Date Account commencing payment in the earliest Plan Year that satisfies the minimum deferral requirement. If such Account cannot be established (for example, if the Participant has exhausted his or her allotment of Flex Accounts) the Committee will allocate such Deferrals to the Specified Date Account with a commencement date next following the minimum deferral period and if no such Account is available, to the Retirement Account.

4.4	Deductions from Pay. The Committee has the authority to determine the payroll practices under which any component of Compensation subject to a Compensation Deferral Agreement will be deducted from a Participant’s Compensation.

4.5	Vesting. Participant Deferrals of Compensation shall be one-hundred percent (100%) vested at all times.

4.6

Cancellation of Deferrals. The Committee may cancel a Participant’s Deferrals: (i) for the balance of the Plan Year in which an Unforeseeable Emergency occurs, (ii) if the Participant receives a hardship distribution under the Savings Program, through the end of the Plan Year containing the last day on which deferrals must be suspended in accordance with regulations issued under Code Section 401(k), and (iii) during periods in which the Participant incurs a Disability, provided cancellation occurs no later than by the end of the taxable year of the Participant or the fifteenth (15th) day of the third (3rd) month following the date the Participant incurs the Disability.

5.1

Matching Contributions. Each Participating Employer may credit a Participant’s Retirement Account with a matching Company Contribution. The amount of matching Company Contribution is the excess, if any, of (A) the amount of company matching contributions (including both basic matching contributions and discretionary matching contributions) that would have been made on behalf of the Participant had the Participant’s Deferrals been contributed to the Savings Program (without regard to any refunds of participant contributions required under the Code, or the effects of Code Sections 401(a)(17), 402(g) or 415), over (B) the company matching contributions (including both basic matching contributions and discretionary matching contributions) that would have been made to the Participant’s account under the Savings Program on the basis of an assumed six percent (6%) deferral election under the Savings Program.

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5.2

Non-Elective Contributions.    Each Participating Employer may credit a Participant’s Retirement Account with the excess, if any, of (A) the amount of non-elective Savings Program contributions that would have been made on behalf of the Participant, but without regard to the compensation and contribution limits under the Savings Program, over (B) actual non-elective contributions made to the Participant’s account under the Savings Program.

5.3	Discretionary Company Contributions. A Participating Employer may, from time to time in its sole and absolute discretion, credit discretionary Company Contributions to any Participant’s Retirement Account in any amount determined by the Participating Employer.

5.4	Vesting. Company Contributions described in Sections 5.1 and 5.2 vest after three (3) years of vesting service (as determined under the Savings Program), measured from a Participant’s commencement of employment with the Company.

6.1	General Rules. A Participant’s Retirement Account and any Separation Accounts become payable upon the first to occur of the payment events applicable to each such Account under Sections 6.3 through 6.5. A Participant’s Specified Date Accounts become payable upon the first to occur of the payment events applicable to each such Account under Sections 6.2 through 6.5.

6.2	Specified Date Accounts.

(a)	Commencement. Payment is made or begins in the calendar year designated by the Participant, not later than December 31 of the designated year.

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(b)	Form of Payment. Payment will be made in a lump sum, unless the Participant elected to receive annual installments up to five (5) years.

6.3	Separation from Service. Upon a Participant’s Separation from Service other than death, a Participant’s Retirement Account, Separation Accounts and Specified Date Accounts (regardless of whether payments have commenced) will be payable in accordance with this Section 6.3.

(a)

Payment Commencement. Unless the Participant designates a later year, payment of the Retirement Account and Separation Accounts commences in the calendar year next following the Participant’s Separation from Service, not later than December 31 of such year. Notwithstanding the foregoing, in no event will payment to a Participant who is a “specified employee” as defined in Code Section 409A(a)(2)(B) commence earlier than six (6) months following his or her Separation from Service.

(b)	Form of Payment-Retirement and Separation Accounts. The Retirement Account and each Separation Account will pay in a single lump sum unless the Participant elected, for each such Account, to receive annual installments up to ten (10) years.

(c)

(d)	Form of Payment-Specified Date Accounts. Payment is made in a lump sum only in the calendar year next following the Participant’s Separation from Service, not later than December 31 of such year. The Payment Schedule under this Section 6.3(c) may not be modified under Section 6.9.

6.4	Death. Notwithstanding anything to the contrary in this Article VI, upon the death of the Participant (regardless of whether such Participant is an Employee at the time of death), all remaining vested Account Balances shall be paid to his or her Beneficiary in a single lump sum in the calendar year following the year of the Participant’s death but no later than December 31 of such year.

(a)

Designation of Beneficiary in General. The Participant shall designate a Beneficiary in the manner and on such terms and conditions as the Committee may prescribe. No such designation shall become effective unless filed with the Committee during the Participant’s lifetime. Any designation shall remain in effect until a new designation is filed with the Committee; provided, however, that in the event a Participant designates his or her spouse as a Beneficiary, such designation shall be automatically revoked upon the dissolution of the marriage unless, following such dissolution, the Participant submits a new designation naming the former spouse as a Beneficiary. A Participant may from time to time change his or her designated Beneficiary without the consent of a previously-designated Beneficiary by filing a new designation with the Committee.

(b)

No Beneficiary. If a designated Beneficiary does not survive the Participant amounts payable under the Program upon the death of the Participant shall be paid to the Participant’s spouse, or if there is no surviving spouse, then to the duly appointed and currently acting personal representative of the Participant’s estate. If there is no valid Beneficiary designated under the Program, the Participant’s Beneficiary shall be such Participant’s beneficiary under the Savings Program.

6.5	Unforeseeable Emergency. A Participant who experiences an Unforeseeable Emergency may submit a written request to the Committee to receive payment of all or any portion of his or her vested Accounts. If the emergency need cannot be relieved by cessation of Deferrals to the Program, the Committee may approve an emergency payment therefrom not to exceed the amount reasonably

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6.6

Administrative Cash-Out of Small Balances. Notwithstanding anything to the contrary in this Article VI, the Committee may at any time and without regard to whether a payment event has occurred, direct in writing an immediate lump sum payment of the Participant’s Accounts if the balance of such Accounts, combined with any other amounts required to be treated as deferred under a single plan pursuant to Code Section 409A, does not exceed the applicable dollar amount under Code Section 402(g)(1)(B), provided any other such aggregated amounts are also distributed in a lump sum at the same time. Such lump sum payment shall automatically be made if the balance of such Accounts does not exceed the applicable dollar amount under Code Section 402(g)(1)(B) at the time the Participant Separates from Service.

6.7

Acceleration of or Delay in Payments. Notwithstanding anything to the contrary in this Article VI, the Committee, in its sole and absolute discretion, may elect to accelerate the time or form of payment of an Account, provided such acceleration is permitted under Treas. Reg. Section 1.409A-3(j)(4). The Committee may also, in its sole and absolute discretion, delay the time for payment of an Account, to the extent permitted under Treas. Reg. Section 1.409A-2(b)(7).

6.8

Rules Applicable to Installment Payments. If a Payment Schedule specifies installment payments, payments will be made beginning as of the payment commencement date for such installments and shall continue to be made in each subsequent payment period until the number of installment payments specified in the Payment Schedule has been paid. The amount of each installment payment shall be determined by dividing (a) by (b), where (a) equals the Account Balance as of the last Valuation Date immediately preceding the date of payment and (b) equals the remaining number of installment payments. For purposes of Section 6.9, installment payments will be treated as a single form of payment. If an Account is payable in installments, the Account will continue to be credited with Earnings in accordance with Article VII hereof until the Account is completely distributed.

6.9	Modifications to Payment Schedules. A Participant may modify the Payment Schedule elected by him or her with respect to an Account, consistent with the permissible Payment Schedules available under the Program for the applicable payment event, provided such modification complies with the requirements of this Section 6.9.

(a)	Time of Election. The modification election must be submitted to the Committee not less than twelve (12) months prior to the date payments would have commenced under the Payment Schedule in effect prior to modification (the “Prior Election”).

(b)

Date of Payment under Modified Payment Schedule. The date payments are to commence under the modified Payment Schedule must be no earlier than five (5) years after the date payment would have commenced under the Prior Election. Under no circumstances may a modification election result in an acceleration of payments in violation of Code Section 409A. If the Participant modifies only the form, and not the commencement date for payment,

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(c)	Irrevocability; Effective Date. A modification election is irrevocable when filed and becomes effective twelve (12) months after the filing date.

(f)	Effect on Accounts. An election to modify a Payment Schedule is specific to the Account or payment event to which it applies, and shall not be construed to affect the Payment Schedules or payment events of any other Accounts.

7.1	Valuation. Deferrals shall be credited to appropriate Accounts on the date such Compensation would have been paid to the Participant absent the Compensation Deferral Agreement. Company contributions shall be credited to the Retirement Account at the times determined by the Committee. Valuation of Accounts shall be performed under procedures approved by the Committee.

7.2	Earnings Credit. Each Account will be credited with Earnings on each Business Day, based upon the Participant’s investment allocation among a menu of investment options selected in advance by the Committee, in accordance with the provisions of this Article VII (“investment allocation”).

7.3	Investment Options. Investment options will be determined by the Committee. The Committee, in its sole discretion, shall be permitted to add or remove investment options from the Program menu from time to time, provided that any such additions or removals of investment options shall not be effective with respect to any period prior to the effective date of such change.

7.4

Investment Allocations. A Participant’s investment allocation constitutes a deemed, not actual, investment among the investment options comprising the investment menu. At no time shall a Participant have any real or beneficial ownership in any investment option included in the investment menu, nor shall the Participating Employer or any trustee acting on its behalf have any obligation to purchase actual securities as a result of a Participant’s investment allocation. A Participant’s investment allocation shall be used solely for purposes of adjusting the value of a Participant’s Account Balances.

7.5	Unallocated Deferrals and Accounts. If the Participant fails to make an investment allocation with respect to an Account, such Account shall be invested in an investment option, as determined by the Committee.

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7.6	Valuations Final After 180 Days. The Participant shall have one-hundred and eighty (180) days following the Valuation Date on which the Participant failed to receive the full amount of Earnings and to file a claim under Article XI for the correction of such error.

8.1

Administration. This Program shall be administered by the Committee which shall have discretionary authority to make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Program and to utilize its discretion to decide or resolve any and all questions, including but not limited to eligibility for benefits and interpretations of this Program and its terms, as may arise in connection with the Program. Claims for benefits shall be filed with the Committee and resolved in accordance with the claims procedures in Article XI.

8.2	Withholding. The Participating Employer shall have the right to withhold from any payment due under the Program (or with respect to any amounts credited to the Program) any taxes required by law to be withheld in respect of such payment (or credit). Withholdings with respect to amounts credited to the Program shall be deducted from Compensation that has not been deferred to the Program.

8.3

Indemnification. The Participating Employers shall indemnify and hold harmless each employee, officer, director, agent or organization, to whom or to which are delegated duties, responsibilities, and authority under the Program or otherwise with respect to administration of the Program, including, without limitation, the Committee, its delegatees and its agents, against all claims, liabilities, fines and penalties, and all expenses reasonably incurred by or imposed upon him or it (including but not limited to reasonable attorney fees) which arise as a result of his or its actions or failure to act in connection with the operation and administration of the Program to the extent lawfully allowable and to the extent that such claim, liability, fine, penalty, or expense is not paid for by liability insurance purchased or paid for by the Participating Employer. Notwithstanding the foregoing, the Participating Employer shall not indemnify any person or organization if his or its actions or failure to act are due to gross negligence or willful misconduct or for any such amount incurred through any settlement or compromise of any action unless the Participating Employer consents in writing to such settlement or compromise.

8.4	Delegation of Authority. In the administration of this Program, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with legal counsel who shall be legal counsel to the Company.

8.5	Binding Decisions or Actions. The decision or action of the Committee in respect of any question arising out of or in connection with the administration, interpretation and application of the Program and the rules and regulations thereunder shall be final and conclusive and binding upon all persons having any interest in the Program.

9.1	Amendment and Termination. The Company may at any time and from time to time amend the Program or may terminate the Program as provided in this Article IX. Each Participating Employer may also terminate its participation in the Program.

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9.2

Amendments. The Company, by action taken by the Compensation Committee of its Board of Directors, may amend the Program at any time and for any reason, provided that any such amendment shall not reduce the vested Account Balances of any Participant accrued as of the date of any such amendment or restatement (as if the Participant had incurred a voluntary Separation from Service on such date). No amendment is needed to revise the list of Participating Employers set forth on Schedule A attached hereto.

9.3	Termination. The Company, by action taken by its Board of Directors, may terminate the Program and pay Participants and Beneficiaries their Account Balances in a single lump sum at any time, to the extent and in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix).

9.4

Accounts Taxable Under Code Section 409A. The Program is intended to constitute a plan of deferred compensation that meets the requirements for deferral of income taxation under Code Section 409A. The Committee, pursuant to its authority to interpret the Program, may sever from the Program or any Compensation Deferral Agreement any provision or exercise of a right that otherwise would result in a violation of Code Section 409A.

10.1

General Assets. Obligations established under the terms of the Program may be satisfied from the general funds of the Participating Employers, or a trust described in this Article X. No Participant, spouse or Beneficiary shall have any right, title or interest whatever in assets of the Participating Employers. Nothing contained in this Program, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Participating Employers and any Employee, spouse, or Beneficiary. To the extent that any person acquires a right to receive payments hereunder, such rights are no greater than the right of an unsecured general creditor of the Participating Employer.

10.2

Rabbi Trust. A Participating Employer may, in its sole discretion, establish a grantor trust, commonly known as a rabbi trust, as a vehicle for accumulating assets to pay benefits under the Program. Payments under the Program may be paid from the general assets of the Participating Employer or from the assets of any such rabbi trust. Payment from any such source shall reduce the obligation owed to the Participant or Beneficiary under the Program.

11.1

Filing a Claim. Any controversy or claim arising out of or relating to the Program shall be filed in writing with the Committee, which shall make all determinations concerning such claim. Any claim filed with the Committee and any decision by the Committee denying such claim shall be in writing and shall be delivered to the Claimant. Notice of a claim for payments shall be delivered to the Committee within ninety (90) days of the latest date upon which the payment could have been timely made in accordance with the terms of the Program and Code Section 409A, and if not paid, the Claimant must file a claim under this Article XI not later than one-hundred and eighty (180) days after such latest date. If the Claimant fails to file a timely claim, the Claimant forfeits any amounts to which he or she may have been entitled to receive under the claim.

(a)	In General. Notice of a denial of benefits (other than claims based on disability) will be provided within ninety (90) days of the Committee’s receipt of the Claimant’s claim for benefits. If the Committee determines that it needs additional time to review the claim, the

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(b)

Disability Benefits. Notice of denial of claims based on disability will be provided within forty-five (45) days of the Committee’s receipt of the Claimant’s claim for disability benefits. If the Committee determines that it needs additional time to review the disability claim, the Committee will provide the Claimant with a notice of the extension before the end of the initial forty-five (45)-day period. The first extension period will not be more than thirty (30) days from the end of the initial forty-five (45)-day period. If the Committee determines that a decision cannot be made within the first extension period due to matters beyond the control of the Committee, the time period for making a determination may be further extended for an additional thirty (30) days. If such an additional extension is necessary, the Committee shall notify the Claimant prior to the expiration of the initial thirty (30)-day extension.

(a)

Contents of Notice. If a claim for benefits is completely or partially denied, notice of such denial shall be in writing. Any electronic notification shall comply with the standards imposed by Department of Labor Regulation 29 CFR 2520.104b-1(c)(1)(i), (iii), and (iv). The notice of denial shall set forth the specific reasons for denial in plain language. The notice shall: (i) cite the pertinent provisions of the Program document, and (ii) explain, where appropriate, how the Claimant can perfect the claim, including a description of any additional material or information necessary to complete the claim and why such material or information is necessary. The claim denial also shall include an explanation of the claims review procedures, the time limits applicable to such procedures, including the right to appeal the decision, the deadline by which such appeal must be filed and a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse decision on appeal, and the specific date by which such a civil action must commence under Section 11.3.

11.2

Appeal of Denied Claims. A Claimant whose claim has been completely or partially denied shall be entitled to appeal the claim denial by filing a written appeal with a committee designated to hear such appeals (the “Appeals Committee”). A Claimant who timely requests a review of the denied claim (or his or her authorized representative) may review, upon request and free of charge, copies of all documents, records and other information relevant to the denial and may submit written comments,

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(a)

In General. Appeal of a denied benefits claim (other than a disability benefits claim) must be filed in writing with the Appeals Committee no later than sixty (60) days after receipt of the written notification of such claim denial. The Appeals Committee shall make its decision regarding the merits of the denied claim within sixty (60) days following receipt of the appeal (or within one-hundred and twenty (120) days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). If an extension of time for reviewing the appeal is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. The notice will indicate the special circumstances requiring the extension of time and the date by which the Appeals Committee expects to render the determination on review. The review will take into account comments, documents, records and other information submitted by the Claimant relating to the claim without regard to whether such information was submitted or considered in the initial benefit determination.

(b)	Disability Benefits. Appeal of a denied disability benefits claim must be filed in writing with the Appeals Committee no later than one-hundred and eighty (180) days after receipt of the written notification of such claim denial. The review shall be conducted in accordance with applicable Department of Labor regulations.

(c)

(d)

The Appeals Committee shall make its decision regarding the merits of the denied claim within forty-five (45) days following receipt of the appeal (or within ninety (90) days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). If an extension of time for reviewing the appeal is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. The notice will indicate the special circumstances requiring the extension of time and the date by which the Appeals Committee expects to render the determination on review. Following its review of any additional information submitted by the Claimant, the Appeals Committee shall render a decision on its review of the denied claim.

(e)	Contents of Notice. If a benefits claim is completely or partially denied on review, notice of such denial shall be in writing. Any electronic notification shall comply with the standards imposed by Department of Labor Regulation 29 CFR 2520.104b-1(c)(1)(i), (iii), and (iv). Such notice shall set forth the reasons for denial in plain language.

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11.3

Legal Action. A Claimant may not bring any legal action, including commencement of any arbitration, relating to a claim for benefits under the Program unless and until the Claimant has followed the claims procedures under the Program and has exhausted his or administrative remedies under Sections 11.1 and 11.2. No such legal action may be brought more than twelve (12) months following the notice of denial of benefits under Section 11.2, or if no appeal is filed by the applicable appeals deadline, twelve (12) months following the appeals deadline.

11.4	Discretion of Appeals Committee. All interpretations, determinations and decisions of the Appeals Committee with respect to any claim shall be made in its sole discretion, and shall be final and conclusive.

(a)

If any claim or controversy between a Participating Employer and a Claimant is not resolved through the claims procedure set forth in Article XI, such claim shall be settled exclusively by arbitration in Southfield, Michigan, before one (1) arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the Participating Employer and an individual to be selected by the Claimant, or if such individuals cannot agree on the selection of the arbitrator, who shall be selected pursuant to the procedures of the American Arbitration Association, and such arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect.

(b)

The Participating Employer and the Claimant agree to use their best efforts to cause (i) the two (2) individuals set forth in the preceding Section 11.5(a), or, if applicable, the American Arbitration Association, to appoint the arbitrator within thirty (30) days of the date that the Participating Employer or the Claimant notifies the other party that a dispute or controversy exists that necessitates the appointment of an arbitrator, and (ii) any arbitration hearing to be held within thirty (30) days of the date of selection of the arbitrator, and, as a condition to his or her selection, such arbitrator must consent to be available for a hearing, at such time.

(c)

Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The arbitrator shall have no authority to add to or to modify this Program, shall apply all applicable law, and shall have no lesser and no greater remedial authority than would a court of law resolving the same claim or controversy. The arbitrator shall, upon an appropriate motion, dismiss any claim without an evidentiary hearing if the party bringing the motion establishes that it would be entitled to summary judgment if the matter had been pursued in court litigation.

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(d)	The decision of the arbitrator shall be final, binding, and non-appealable, and may be enforced as a final judgment in any court of competent jurisdiction.

(e)

This arbitration provision of the Program shall extend to claims against any parent, subsidiary, or affiliate of each party, and, when acting within such capacity, any officer, director, shareholder, Participant, Beneficiary, or agent of any party, or of any of the above, and shall apply as well to claims arising out of state and federal statutes and local ordinances as well as to claims arising under the common law or under this Program.

(f)	The parties do not agree to arbitrate any putative class action or any other representative action. The parties agree to arbitrate only the claim(s) of a single Claimant.

(g)	In no event shall a demand for arbitration be made after the date when the applicable statute of limitations would bar the institution of a legal or equitable proceeding based on such claim, dispute or other matter in question.

12.1

Assignment. No interest of any Participant, spouse or Beneficiary under this Program and no benefit payable hereunder shall be assigned as security for a loan, and any such purported assignment shall be null, void and of no effect, nor shall any such interest or any such benefit be subject in any manner, either voluntarily or involuntarily, to anticipation, sale, transfer, assignment or encumbrance by or through any Participant, spouse or Beneficiary. Notwithstanding anything to the contrary herein, however, the Committee has the discretion to make payments to an alternate payee in accordance with the terms of a domestic relations order (as defined in Code Section 414(p)(1)(B)).

12.2

No Legal or Equitable Rights or Interest. No Participant or other person shall have any legal or equitable rights or interest in this Program that are not expressly granted in this Program. Participation in this Program does not give any person any right to be retained in the service of the Participating Employer. The right and power of a Participating Employer to dismiss or discharge an Employee is expressly reserved. The Participating Employers make no representations or warranties as to the tax consequences to a Participant or a Participant’s beneficiaries resulting from a deferral of income pursuant to the Program.

12.3	No Employment Contract. Nothing contained herein shall be construed to constitute a contract of employment between an Employee and a Participating Employer.

12.4

Notice. Any notice or filing required or permitted to be delivered to the Committee under this Program shall be delivered in writing, in person, or through such electronic means as is established by the Committee. Notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Written transmission shall be sent by certified mail to:

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12.5	Headings. The headings of Sections are included solely for convenience of reference, and if there is any conflict between such headings and the text of this Program, the text shall control.

12.6

Invalid or Unenforceable Provisions. If any provision of this Program shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof and the Committee may elect in its sole discretion to construe such invalid or unenforceable provisions in a manner that conforms to applicable law or as if such provisions, to the extent invalid or unenforceable, had not been included.

12.7

Lost Participants or Beneficiaries. Any Participant or Beneficiary who is entitled to a benefit from the Program has the duty to keep the Committee advised of his or her current mailing address. If benefit payments are returned to the Program or are not presented for payment after a reasonable amount of time, the Committee shall presume that the payee is missing. The Committee, after making such efforts as in its discretion it deems reasonable and appropriate to locate the payee, shall stop payment on any uncashed checks and may discontinue making future payments until contact with the payee is restored.

12.8

Facility of Payment to a Minor. If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the Committee may, in its discretion, make such distribution: (i) to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence, or (ii) to the conservator or committee or, if none, to the person having custody of an incompetent payee. Any such distribution shall fully discharge the Committee, the Company, and the Program from further liability on account thereof.

12.9	Governing Law. To the extent not preempted by ERISA, the laws of the State of Michigan shall govern the construction and administration of the Program.

12.10

Compliance with Code Section 409A; No Guarantee. This Program is intended to be administered in compliance with Code Section 409A and each provision of the Program shall be interpreted consistent with Code Section 409A. Although intended to comply with Code Section 409A, this Program shall not constitute a guarantee to any Participant or Beneficiary that the Program in form or in operation will result in the deferral of federal or state income tax liabilities or that the Participant or Beneficiary will not be subject to the additional taxes imposed under Code Section 409A. To the extent an amount deferred under this Program is included in the income of a Participant as a result of a failure to comply with Code Section 409A or change in applicable tax law or regulation, the Committee may distribute to the Participant in the year of inclusion an amount equal to the lesser of the amount included in his or her income and the amount of the Participant’s vested Account Balance. Notwithstanding anything herein to the contrary, no Participating Employer shall have any legal obligation to a Participant with respect to a failure to comply with Code Section 409A or other applicable tax law or regulation.

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

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Title:	Senior Vice President, Human Resources

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(1)	All subsidiaries are wholly owned unless otherwise indicated.

1.	I have reviewed this annual report on Form 10-K of Lear Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.	I have reviewed this annual report on Form 10-K of Lear Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	1.    The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

	2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	1.    The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

	2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.