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

Exhibit 10.1

LEAR CORPORATION
LONG-TERM STOCK INCENTIVE PLAN

FORM OF PERFORMANCE UNIT AWARD AGREEMENT

          PERFORMANCE UNIT AWARD AGREEMENT (the “Agreement”) dated as of ___, 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 Unit Award subject to the terms and conditions set forth herein. Each Performance Unit shall have a notional value of $30.00, provided, however, that no amounts will be paid or payable hereunder unless the Participant earns Performance Units pursuant to Section 5 hereof.

          2. PERFORMANCE PERIOD. The Performance Period for this Award shall be the three-year period commencing on January 1, 2007 and ending on December 31, 2009.

          3. PERFORMANCE MEASURE. There shall be one performance measure, Earnings Growth, as defined below.

          “Earnings Growth” shall mean the compounded annual growth rate of the Company’s annual operating income during the 3-year Performance Period. Operating income shall mean the Company’s pretax income excluding the North American Interior business, interest expense, impairments, restructurings and other special items such as, among others: investment gains and losses; extraordinary, unusual or non-recurring items; gains or losses on the sale of assets; effects of changes in accounting principles or the application thereof; asset impairment charges; acquisitions, divestitures, or financing activities; recapitalizations, including stock splits and dividends; expenses for restructuring or productivity initiatives; and other non-operating items.

          4. PERFORMANCE GOALS.

     Earnings Growth:

          5. PERFORMANCE UNITS.

               a. The number of Performance Units earned by a Participant with respect to the 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 Units 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 Units earned shall equal the Performance Units for threshold plus the number of Performance Units determined under the following formula:

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

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

          6. TIMING AND FORM OF PAYOUT. Except as hereinafter provided, after the end of the Performance Period, the Participant shall be entitled to receive a dollar amount equal to the product of (i) the value per Performance Unit of $30 multiplied by (ii) his or her total number of Performance Units determined under Section