EXHIBIT 10.38

LEAR CORPORATION
LONG-TERM STOCK INCENTIVE PLAN

2008 MANAGEMENT STOCK PURCHASE PLAN (NON-U.S.)
TERMS AND CONDITIONS

1. Deferral Election.

Any Eligible Employee selected by the Committee may irrevocably elect to
defer any whole percentage up to 100% of the bonus payable to him or her under
the Company's Senior Executive Incentive Compensation Plan or Management
Incentive Compensation Plan in the first quarter of 2008 by electronically
submitting an online election to that effect (a "Deferral Election") on the
appropriate screen following these Terms and Conditions. An Eligible Employee
who makes a Deferral Election shall be a "Participant."

2. Restricted Stock Units.

(a) In consideration for the Participant's Deferral Election, the
Participant shall be credited as of March 15, 2008, with Restricted
Stock Units at a discounted price (the "Discount Rate") as provided
in the following table:

Total dollar amount of Participant's Deferral Election, expressed as a
percentage of the Participant's base salary as of January 1, 2008: Applicable Discount Rate:
- ---------------------------------------------------------------------- -------------------------

15% or less 20%
Over 15% and up to 100% 30%
Over 100% 20%

(b) The total number of Restricted Stock Units credited to a Participant
under the Plan will be determined according to the following
calculation:

(i) the dollar amount of the Participant's Deferral Election that
does not exceed 15% of the Participant's base salary, divided
by the product of (A) the average closing Fair Market Value
over the last five trading days in 2007 (December 24, 26, 27,
28 and 31) (the "Average FMV") multiplied by (B) 80%; plus

(ii) the dollar amount of the Participant's Deferral Election over
15% and up to 100% of the Participant's base salary, divided
by the product of (A) the Average FMV multiplied by (B) 70%;
plus

(iii) the dollar amount of the Participant's Deferral Election over
100% of the Participant's base salary, divided by the product
of (A) the Average FMV multiplied by (B) 80%.

3. Restriction Period.

The Restriction Period under this Agreement shall be the three-year period
commencing on March 15, 2008, and ending on March 14, 2011.

4. Dividend Equivalents.

If the Company declares a cash dividend on Shares, the Participant shall
be credited with dividend equivalents as of the payment date for the dividend
equal to the amount of the cash dividend per Share multiplied by the Restricted
Stock Units credited to the Participant under Section 2(b) as of the record
date. Dividend equivalents shall be credited to a notional account established
for the Participant (the "Dividend Equivalent Account"). Interest shall be
credited to the Participant's Dividend Equivalent Account, compounded monthly,
until payment of such account to the Participant. The rate of such interest
shall be the Prime Rate of interest as reported by the Midwest edition of The
Wall Street Journal on the second business day of each calendar quarter.

5. Timing and Form of Payout.

Except as provided in Sections 6, 7 or 8, after the end of the Restriction
Period, the Participant shall be entitled to receive a number of Shares equal to
the number of Restricted Stock Units credited to the Participant under Section
2(b) and a cash payment equal to the amount credited to the Participant's
Dividend Equivalent Account under Section 4. Delivery of such Shares shall be
made as soon as administratively feasible after the end of the Restriction
Period. Delivery of the cash payment of any amount credited to the Participant's
Dividend Equivalent Account shall be made on or about the date the Restricted
Stock Units are distributed to the Participant.

6. Termination of Employment Due to Death, End of Service or Disability.

(a) Before March 15, 2008.

A Participant who ceases to be an employee prior to March 15, 2008,
by reason of death, End of Service or Disability shall be terminated
from the Plan, and his or her Deferral Election shall be cancelled.
Any bonus earned but not paid due to the Participant's Deferral
Election shall be paid to the Participant (or in the case of the
Participant's death, the Participant's beneficiary) in cash as soon
as administratively feasible after his or her termination of
employment.

(b) After March 14, 2008 but Before January 1, 2009.

If the Participant ceases to be an employee after March 14, 2008,
but prior to January 1, 2009, by reason of death, End of Service or
Disability, the Participant (or in the case of the Participant's
death, the Participant's beneficiary) shall be

entitled to receive a number of Shares equal to the number of
Restricted Stock Units credited to the Participant under Section
2(b).

If the Participant ceases to be an employee after December 31, 2008,
but prior to the end of the Restriction Period by reason of death,
End of Service, or Disability, the Participant (or in the case of
the Participant's death, the Participant's beneficiary) shall be
entitled to receive a number of Shares equal to the number of
Restricted Stock Units credited to the Participant under Section
2(b) and a cash payment equal to the Participant's Dividend
Equivalent Account under Section 4.

(d) Beneficiary.

Any distribution made with respect to a Participant who has died
shall be paid to the beneficiary designated by the Participant
pursuant to Article 11 of the Plan to receive the Participant's
Shares and any cash payment under this Agreement. If the
Participant's beneficiary predeceases the Participant or no
beneficiary has been designated, distribution of the Participant's
Shares and any cash payment shall be made to the Participant's
surviving spouse or, if none, to the Participant's estate.

(e) End of Service.

An employee's "End of Service" means his or her retirement after
attaining age 55 and completing ten years of service (as defined in
the Lear Corporation Pension Plan, regardless of whether the
employee participates in such plan).

7. Involuntary Termination Other Than For Cause.

(a) Before March 15, 2008.

A Participant whose employment involuntarily terminates other than
for Cause or for any reason described in Section 6 prior to March
15, 2008, shall be terminated from the Plan, and his or her Deferral
Election shall be cancelled. Any bonus earned but not paid due to
the Participant's Deferral Election shall be paid to the Participant
in cash as soon as administratively feasible after his or her
termination of employment.

(b) After March 14, 2008 but Before January 1, 2009.

A Participant whose employment involuntarily terminates other than
for Cause or for any reason described in Section 6 after March 14,
2008, but prior to January 1, 2009, shall be entitled to receive a
number of Shares equal to the sum of (i) and (ii):

(i) the number of Restricted Stock Units credited to the
Participant under Section 2(b) multiplied by a fraction, the
numerator of which is the Elapsed Months, and the denominator
of which is 36; and

(ii) the lesser of:

(A) the quotient of (i) the amount of bonus deferred in the
Participant's Deferral Election multiplied by a
fraction, the numerator of which is 36 minus the Elapsed
Months, and the denominator of which is 36, divided by
(ii) the Fair Market Value of a Share on the date the
Participant ceases to be an employee, or

(B) the number of Restricted Stock Units determined under
Section 2(b) multiplied by a fraction, the numerator of
which is 36 minus the Elapsed Months, and the
denominator of which is 36.

A Participant whose employment involuntarily terminates other than
for Cause or for any reason described in Section 6 after December
31, 2008, but prior to the end of the Restriction Period shall be
entitled to receive a number of Shares equal to the sum of (i) and
(ii):

(i) the number of the Restricted Stock Units credited to the
Participant under Section 2(b) multiplied by a fraction, the
numerator of which is the Elapsed Months, and the denominator
of which is 36, and

(ii) the lesser of:

(A) the quotient of (i) the total amount deferred in the
Participant's Deferral Election multiplied by a
fraction, the numerator of which is 36 minus the Elapsed
Months, and the denominator of which is 36, divided by
(ii) the Fair Market Value of a Share on the date the
Participant ceases to be an employee, or

(B) the number of Restricted Stock Units determined under
Section 2(b) multiplied by a fraction, the numerator of
which is 36 minus the Elapsed Months, and the
denominator of which is 36.

8. Termination of Employment for Any Other Reason.

(a) Before March 15, 2008.

A Participant whose employment terminates for any reason other than
those described in Sections 6 and 7 prior to March 15, 2008, shall
be terminated from the Plan, and his or her Deferral Election shall
be cancelled. Any bonus earned but not paid due to the Participant's
Deferral Election shall be paid to the Participant in cash as soon
as administratively feasible after his or her termination of
employment.

(b) After March 14, 2008 But Before January 1, 2009.

A Participant whose employment terminates for any reason other than
those described in Sections 6 and 7 after March 14, 2008, but prior
to January 1, 2009, shall be entitled to receive a number of Shares
equal to:

(i) the lesser of:

(A) the amount of bonus deferred in the Participant's
Deferral Election divided by the Fair Market Value of a
Share on the date the Participant ceases to be an
employee, or

(B) the number of Restricted Stock Units credited to the
Participant under Section 2(b).

A Participant whose employment terminates for any reason other than
those described in Sections 6 and 7 after December 31, 2008, but
prior to the end of the Restriction Period shall be entitled to
receive a number of Shares equal to the lesser of: the total amount
deferred in the Participant's Deferral Election divided by the Fair
Market Value of a Share on the date the Participant ceases to be an
employee; or (ii) the number of Restricted Stock Units credited to
the Participant under Section 2(b).

9. Employment After a Change in Control.

In accordance with the terms of the Plan, upon the occurrence of a Change
in Control (as defined in the Plan), a Participant shall receive a distribution
of a number of Shares equal to the number of Restricted Stock Units credited to
him or her under Section 2(b) and a cash payment equal to the amount, if any,
credited to the Participant's Dividend Equivalent Account under Section 4, as
soon as practicable thereafter.

10. Assignment and Transfers.

The rights and interests of the Participant hereunder may not be assigned,
encumbered or transferred except, in the event of the death of the Participant,
by will or the laws of descent and distribution.

11. Withholding Tax.

The Company and any Affiliate shall have the right to retain Shares that
are distributable to the Participant hereunder to the extent necessary to
satisfy any withholding taxes, whether federal, state or local, triggered by the
distribution of Shares under this Agreement.

12. No Limitation on Rights of the Company.

The grant hereunder shall not in any way affect the right or power of the
Company to make adjustments, reclassification, or changes in its capital or
business structure, or to merge, consolidate, dissolve, liquidate, sell or
transfer all or any part of its business or assets.

13. Plan, Terms and Conditions, and Deferral Election Not a Contract of
Employment.

Neither the Plan, the Terms and Conditions, nor the Deferral Election is a
contract of employment, and no terms of employment of the Participant shall be
affected in any way by the Plan, the Terms and Conditions, the Deferral Election
or related instruments, except as specifically provided therein. Neither the
establishment of the Plan, the Terms and Conditions, nor the Deferral Election
shall be construed as conferring any legal rights upon the Participant for a
continuation of employment, nor shall they interfere with the right of the
Company or any Affiliate to discharge the Participant and to treat the
Participant without regard to the effect that such treatment might have upon the
Participant as a Participant.

14. Participant to Not Have Rights as a Stockholder.

The Participant shall not have rights as a stockholder with respect to any
Shares subject to the Deferral Election prior to the date on which he or she is
recorded as the holder of such Shares on the records of the Company.

15. Notice.

Any notice or other communication required or permitted hereunder shall be
in writing and shall be delivered personally, or sent by certified, registered
or express mail, postage prepaid. Any such notice shall be deemed given when so
delivered personally or, if mailed, three days after the date of deposit in the
United States mail, in the case of the Company to 21557 Telegraph Road,
Southfield, Michigan, 48034, Attention: General Counsel and, in the case of the
Participant, to his or her address set forth in the Deferral Election or, in
each case, to such other address as may be designated in a notice given in
accordance with this Section.

16. Governing Law.

This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of Michigan, determined without regard to its
conflict of law rules.

17. Plan Document Controls.

Any term capitalized herein but not defined shall have the meaning set
forth in the Lear Corporation Long-Term Stock Incentive Plan (the "Plan").
Participants may obtain a copy of the Plan document upon request. These Terms
and Conditions are intended to generally summarize the provisions of the MSPP.
They do not alter the terms of the Plan document. The rights herein granted are
in all respects subject to the provisions set forth in the Plan to the same
extent and with the same effect as if set forth fully herein. In the event that
the terms set forth herein conflict with the terms of the Plan document, the
Plan document shall control.