EXHIBIT 10.32

     SUMMARY OF CERTAIN RETIREMENT BENEFIT ARRANGEMENTS WITH KENNETH L. WAY

Mr. Way retired as the Chairman of the Board of Lear Corporation in December
2002. Mr. Way led Lear since it became an independent company in 1988, and he
contributed significantly to Lear's success. In recognition of Mr. Way's
contributions, Lear's Compensation Committee approved a special recognition
award in the amount of $1,500,000. The special recognition award was issued to
Mr. Way in the form of 55,514.43 phantom stock units which will be paid in cash
or shares of Lear common stock, at the discretion of Lear, on the earlier of
January 1, 2006 or the date on which Mr. Way no longer serves as a director or
has any other associations with Lear. A cash payment would be determined by the
current trading price of Lear's common stock at the time of payment multiplied
by the number of phantom stock units. Lear has also agreed to provide Mr. Way
with the following retirement provisions: (a) medical and dental coverage under
COBRA until June 2004 (at which time Mr. Way will be covered by Lear's retiree
medical plan), (b) use of a company vehicle and gas card until June 2004, (c)
dues for existing country club memberships until June 2004, and (d) financial
counseling and tax preparation services through the end of 2004. Mr. Way also
received a payment in the amount of $79,482.81 in March 2003 in connection with
the payout of performance shares to Lear's senior management under the Long-Term
Stock Incentive Plan. In connection with his retirement, Mr. Way is also
entitled to a pension under Lear's Qualified and Non-Qualified plans as well as
payments under Lear's Executive Supplemental Savings Plan and Retirement Savings
Plan based on the terms and conditions of such plans and the respective
elections made by Mr. Way under such plans.