LEAR CORPORATION LONG-TERM STOCK INCENTIVE PLAN MANAGEMENT STOCK PURCHASE PLAN

(a)

“ Deferral Election Amount ” means the amount of bonus and salary covered by a Participant’s deferral election.

(b)

“ Deferred Cash ” means an amount credited to a Participant’s Deferred Cash Account.

(c)

“ Deferred Cash Account ” means the bookkeeping account to which Deferred Cash is credited.

(d)

“ Deferred Cash Election Percentage ” means the percentage (0%, 25%, or 50%) of the RSU Account that the Participant elects to convert into Deferred Cash pursuant to a Reallocation Election.

(e)

“ Earned Portion ” of the Deferred Cash Account of a Participant who separates from service during 2008 means:

(f)

“ Paid-Up Amount ” of a Participant who separates from service during 2008 means the cumulative amount actually withheld to date from the Participant’s bonus and salary pursuant to the Participant’s Deferral Election. (This term is used for the 2008 Tranche only.)

(g)

“ Paid-Up Ratio ” of a Participant who separates from service during 2008 means the ratio of the Paid-Up Amount to the Deferral Election Amount. (This term is used for the 2008 Tranche only.)

(h)

“ Reallocation Date ” means [first business day after expiration of the offer to exchange].

(i)

“ Reallocation Date Account Value ” means the Reallocation Date RSU Balance multiplied by the Reallocation Date Share Value.

(j)

“ Reallocation Date RSU Balance ” means the Restricted Stock Units credited to the Participant’s Account as of the Reallocation Date (immediately prior to any reallocation).

(k)

“ Reallocation Date Share Value ” means the Fair Market Value of a Share on the Reallocation Date.

(l)

“ Reallocation Election ” means an election pursuant to Section 2 to convert a portion of the RSU Account into Deferred Cash and/or a SAR.

(m)

“ Reallocation Period ” means the period beginning [commencement date of offer to exchange] and ending [expiration date of offer to exchange].

(n)

“ RSU Account ” means Restricted Stock Units credited to the Participant immediately prior to the Reallocation Date.

(o)

“ SAR ” means a Stock Appreciation Right having the terms and conditions set forth in Exhibit A hereto.

(p)

“ SAR Election Percentage ” means the percentage (0%, 25%, or 50%) of the RSU Account that the Participant elects to convert into a SAR pursuant to a Reallocation Election.

(q)

“ Term Date ” means:

(r)

“ Tranche ” or “ MSPP ” means the 2006 Tranche, the 2007 Tranche, or the 2008 Tranche.

2.

Reallocation Election

3.

SAR . The terms of a Participant’s SAR are set forth in Exhibit A hereto.

4.

Interest Credits to Deferred Cash Account . Interest, compounded monthly, shall be credited to the Participant’s Deferred Cash Account from the Reallocation Date until payment of such account to the Participant. The rate of such interest shall be the average of the 10-year Treasury note rates, as reported by the Midwest edition of The Wall Street Journal, as of the first business day of each of the four calendar quarters preceding the year for which the interest is credited.

5.

Deferred Cash Payout .

(i)

During 2008 . If the Participant’s termination of employment occurs during 2008, he or she shall be paid in cash within 10 days after such termination the Earned Portion of his or her Deferred Cash Account.

(a)

“ Accelerated Vesting Date ” means the date prior to the Scheduled Vesting Date that is the later of (i) the end of the first 10-consecutive trading day period beginning after the Grant Date throughout which the Fair Market Value of a Share has equaled or exceeded 150% of the Grant Price, or (ii) the six-month anniversary of the Grant Date.

(b)

“ Earned Portion ” of the SAR Shares of a Participant who separates from service during 2008 means the number of SAR Shares multiplied by Paid-Up Ratio.

(c)

“ Grant Date ” means the Reallocation Date.

(d)

“ Grant Price ” means the Fair Market Value of a Share on the Grant Date.

(e)

“ SAR Shares ” means the Shares that are subject to the SAR.

(f)

“ Scheduled Vesting Date ” means:

(g)

“ Vesting Date ” means the earlier of the Scheduled Vesting Date or the Accelerated Vesting Date.

2.

SAR Term . The term of the SAR (the “ Term ”) shall be the period commencing on the Grant Date and ending on the second anniversary of the Scheduled Vesting Date.

3.

Vesting and Exercisability .