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                                                            EXHIBIT 10.32
           
                                   EXHIBIT C

                             THIRD AMENDMENT TO THE
                                LEAR CORPORATION
                             1992 STOCK OPTION PLAN


     The Lear Corporation 1992 Stock Option Plan shall be amended effective as
of March 14, 1997 as follows:

     1. Section 6 is amended by inserting the following new paragraph at the
end thereof:

                 "Notwithstanding the foregoing, the option holder may elect in
            his or her exercise notice to pay any withholding tax, up to the
            minimum withholding requirements for supplemental wages, with
            either (y) shares of the Company's common stock issuable to the
            option holder upon exercise of the option or (z) shares of common
            stock already owned by, and in the possession of, the option
            holder, with a fair market value equal to the minimum required
            withholding tax.  Shares of common stock used to satisfy the
            minimum required withholding tax pursuant to this paragraph shall
            be valued at their fair market value as determined by the Committee
            on the date of exercise.  The fair market value of the common stock
            shall be:

                       (i) the closing price of publicly traded common stock on
                  the national securities exchange on which the common stock is
                  listed (if the common stock is so listed) or the NASDAQ
                  National Market System (if the common stock is regularly
                  quoted on the NASDAQ National Market System);

                       (ii) if not listed or regularly quoted as described in
                  paragraph (i), the mean between the closing bid and asked
                  prices of publicly traded common stock in the
                  over-the-counter market; or

                       (iii) if not listed or regularly quoted as described in
                  paragraph (i) and if the bid and asked prices described in
                  paragraph (ii) are not available, as reported by any
                  nationally recognized quotation service selected by the
                  Committee or as determined by the Committee in a manner
                  consistent with the provisions of the Code."

     2. Section 4 of each Stock Option Agreement granted under the Plan and
dated as of December 31, 1993 shall be amended by inserting the following at
the end thereof:

                       "Notwithstanding the foregoing, the Grantee may elect
                  in his or her exercise notice to pay any withholding tax, up
                  to the minimum withholding requirement for supplemental
                  wages, with shares of common stock in accordance with Section
                  6 of the Plan."