LEAR CORPORATION LONG-TERM STOCK INCENTIVE PLAN FORM OF PERFORMANCE SHARE AWARD AGREEMENT

Exhibit 10.2

LEAR CORPORATION
LONG-TERM STOCK INCENTIVE PLAN

FORM OF PERFORMANCE SHARE AWARD AGREEMENT

     PERFORMANCE SHARE AWARD AGREEMENT (the “Agreement”) dated as of                               , 2005, between Lear Corporation (the “Company”) and the individual whose name appears on the signature page hereof (the “Participant”), who is a key employee of the Company or an Affiliate. Any term capitalized herein, but not defined, shall have the meaning set forth in the Lear Corporation Long-Term Stock Incentive Plan (the “Plan”).

     1. GRANT. In accordance with the terms of the Plan, the Company hereby grants to the Participant a Performance Share Award subject to the terms and conditions set forth herein.

     2. PERFORMANCE PERIOD. The Performance Period for this Award shall be the three-year period commencing on January 1, 2005 and ending on December 31, 2007.

     3. PERFORMANCE MEASURES. There shall be two performance measures, Relative Return to Shareholders and Return on Invested Capital, as both are defined below.

        a. Relative Return to Shareholders: This performance measure ranks the “Return to Shareholders” (as defined below) for the Company over the Performance Period in relation to the Return to Shareholders for the “Peer Group” (as defined below).

           i. “Return to Shareholders” for each respective company shall mean the quotient of (I) the sum of (a) the average closing price, as reported on the exchange where the stock of the relevant company is traded, for the five consecutive trading days preceding January 1, 2008 and (b) the dividends declared during the period commencing on January 1, 2005 and ending on December 31, 2007, divided by (II) the average closing price, as reported on the exchange where the stock of the relevant company is traded, for the five consecutive trading days preceding January 1, 2005.

           ii. “Peer Group” shall mean ArvinMeritor, Dana Corp., Delphi, Eaton Corp., Johnson Controls, Inc., Magna International, Inc., and Visteon.

        b. Return on Invested Capital: This performance measure is the compounded improvement on the Company’s return on Invested Capital as reported to its shareholders for 2005, 2006, 2007 fiscal years or as otherwise approved by the Compensation Committee.

     4. PERFORMANCE GOALS.

        a. Relative Return to Shareholders:

           i. Threshold: The Company is ranked above the 42nd percentile.

           ii. Target: The Company is ranked above the 57th percentile.

           iii. Superior: The Company is ranked above the 85th percentile.

        b. Return on Invested Capital:

           i. Threshold: 3%* per year average improvement

           ii. Target: 5% per year average improvement

           iii. Superior: 7% per year average improvement

     * If threshold payout is not achieved by meeting the 3% compounded annual growth, an opportunity exists to earn threshold payout if the percentage change in ROIC when compared to the Peer Group is above the 57th percentile.

     5. PERFORMANCE SHARES.

        a. The number of Performance Shares earned by a Participant with respect to each performance measure during the Performance Period shall be determined under the following chart:

        b. In the event that the Company’s actual performance does not meet threshold for that performance measure, Performance Shares shall not be earned with respect to that performance measure.

        c. If the Company’s actual performance for a performance measure is between “threshold” and “target,” the Performance Shares earned shall equal the Performance Shares for threshold plus the number of Performance Shares determined under the following formula:

     TAS = The Performance Shares for target.

     TS = The Performance Shares for threshold.

     AP = The Company’s actual performance.

     TP = The threshold performance goal.

     TAP = The target performance goal.

        d. If the Company’s actual performance for a performance measure is between “target” and “superior,” the Performance Shares earned shall equal the Performance Shares for target plus the number of Performance Shares determined under the following formula:

     SS = The Performance Shares for superior.

     TAS = The Performance Shares for target.

     AP = The Company’s actual performance.

     TAP = The target performance goal.

     SP = The superior performance goal.

        e. If the Company’s actual performance for performance measure exceeds “superior,” the Performance Shares earned shall equal the Performance Shares for superior.

     6. TIMING AND FORM OF PAYOUT. Except as hereinafter provided, a