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                                                                   EXHIBIT 10.31




                                LEAR CORPORATION
                       EXECUTIVE SUPPLEMENTAL SAVINGS PLAN


                     AMENDED AND RESTATED DECEMBER 31, 2002


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FOREWORD

Effective as of January 1, 1997, Lear Corporation adopted the Lear Corporation
Executive Supplemental Savings Plan (the "Plan") for the benefit of certain of
its key executives. Effective as of January 1, 2002 and January 1, 2003, except
as otherwise provided, Lear Corporation has again amended and restated the Plan
to reflect permitted changes that may be made to deferred compensation elections
and certain other changes.

The purposes of the Plan are (a) to permit certain key executives to elect to
defer payment of a portion of current compensation until a later year, and (b)
to provide participants and their beneficiaries under the Lear Corporation
Salaried Pension Plan (the "Pension Plan"), the Lear Corporation Salaried
Retirement Savings Plan (the "Savings Plan") and the Lear Corporation Pension
Equalization Program (the "SERP") with the amount of retirement income that is
not provided under the Pension Plan, Savings Plan or SERP by reason of the
participant having elected to defer compensation under this Plan or under
Section 8.2 of the Lear Corporation Long Term Stock Incentive Plan.

It is intended that the Plan be an unfunded deferred compensation plan for "a
select group of management or highly compensated employees," as that term is
used in the Employee Retirement Income Security Act of 1974, as amended.

SECTION ONE

Definitions

1.1      Except to the extent otherwise indicated herein, and except to the
         extent otherwise inappropriate in the context, the definitions
         contained in the Pension Plan and Savings Plan are applicable under the
         Plan.

1.2      "Actuarial Equivalent" means, with respect to any specified annuity or
         benefit, another annuity or benefit, commencing at a different date
         and/or payable in a different form than the specified annuity or
         benefit, but which has the same present value as the specified annuity
         or benefit, when measured using the Applicable Interest Rate and
         Applicable Mortality Table as specified in the Pension Plan.

1.3      "Benefits Committee" means the Benefits Committee of the Corporation,
         as appointed by the Board of Directors.

1.4      "Board of Directors" means the Board of Directors of the Corporation.

1.5      "Code" means the Internal Revenue Code of 1986, as amended. Any
         reference to any Code Section shall also mean any successor provision
         thereto.

1.6      "Corporation" means Lear Corporation and any successor to such
         corporation by merger, purchase or otherwise.

1.7      "Deferred Account" means the bookkeeping account established under
         Section 3.1 established on behalf of a participant, and includes any
         deemed earnings credited thereon.

1.8      "Deferred Compensation" means the amount of a Key Executive's
         compensation that such Key Executive has deferred until a later year
         pursuant to an election under Section 2.2 of this Plan.

1.9      "Key Executive" means an executive employed by the Corporation who is
         entitled to participate in the Plan under Section 2.1.

1.10     "Long Term Stock Incentive Plan" means the Lear Corporation Long Term
         Stock Incentive Plan.

1.11     "Management Stock Purchase Program" or "MSPP" means the election to
         defer compensation for purposes of purchase of Company stock in
         accordance with Section 8.2 of the Lear Corporation Long Term Stock
         Incentive Plan.


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1.12     "Pension Plan" means the Lear Corporation Pension Plan.

1.13     "Pension Make-up Amount" means the pension benefits established under
         Section 3.2 on behalf of a participant.

1.14     "Plan" means the Lear Corporation Executive Supplemental Savings Plan
         as from time to time in effect.

1.15     "Savings Plan" means the Lear Corporation Salaried Retirement Savings
         Plan. For 1997, Savings Plan shall also include the Masland Associates
         Security Plan.

1.16     "Savings Make-up Account" means the bookkeeping account established
         under Section 3.3 established on behalf of a participant, and includes
         any deemed earnings credited thereon.

1.17     "SERP" means the Lear Corporation Pension Equalization Program.

SECTION TWO

Participation and Deferral Election

2.1      Eligibility

         Participation in the Plan shall be limited to employees of the
         Corporation, and any affiliated company participating in the Lear
         Corporation Pension Plan and/or the Lear Corporation Salaried
         Retirement Savings Plan, who are designated by the Senior Vice
         President of Human Resources of the Corporation and approved for
         participation in the Plan by the Benefits Committee ("Key Executives").
         For purposes of participation as of January 1, 1997, this includes all
         Vice Presidents of the Corporation and its domestic subsidiaries, as
         well as all employees earning base pay of at least the "Base Salary
         Threshhold" as of November 15, 1996. As of November 15, 1996, the Base
         Salary Threshhold is $125,000.

         If first employed after November 15, 1996, an employee shall be
         eligible to participate as of the first of the month following one full
         calendar month of employment if he or she is a Vice President of the
         Corporation and its domestic subsidiaries, or his or her base salary as
         of date of employment is at least five sixths of the annual limit (as
         of such date of employment) under Code Section 401(a)(17), rounded to
         the nearest dollar, subject to approval of the Senior Vice President of
         Human Resources of the Corporation.

         For years beginning January 1, 2001 and thereafter, an employee shall
         be eligible to participate as of the first of the month following one
         full calendar month of employment if he or she is a Vice President of
         the Corporation and its domestic subsidiaries, and any affiliated
         company participating in the Lear Corporation Pension Plan and/or the
         Lear Corporation Salaried Retirement Savings Plan, or his or her base
         salary as of date of employment is at least five sixths of the annual
         limit (as of such date of employment) under Code Section 401(a)(17),
         rounded to the nearest dollar, subject to approval of the Senior Vice
         President of Human Resources of the Corporation. An employee will
         automatically be eligible to participate if he or she is designated as
         an Eligible Employee for the MSPP for the coinciding Plan Year, even if
         that person is not otherwise eligible for this Plan in accordance with
         this paragraph.

         As of each November 15, the Base Salary Threshhold shall be
         redetermined as five sixths of the annual limit (as of such November
         15) under Code Section 401(a)(17), rounded to the nearest dollar.
         Employees who have never participated under the Plan but who are Vice
         Presidents of the Corporation and its domestic subsidiaries, and any
         affiliated company participating in the Lear Corporation Pension Plan
         and/or the Lear Corporation Salaried Retirement Savings Plan, or
         earning base pay of at least the "Base Salary Threshhold" shall be
         eligible to participate as of the following January 1.

         Employees who elect to participate in the Plan shall continue to be
         eligible to participate in the Plan in future years, notwithstanding
         their base salary as of a November 15 falling below the Base Salary
         Threshhold for employees who have never participated in the Plan.


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2.2      Deferral Election

         Elections of Deferred Compensation shall be made only by Key Executives
         and shall be on forms furnished by the Benefits Committee. A Deferred
         Compensation election shall apply only to compensation (as defined
         below) for the particular year specified in the election. Key
         Executives shall specify the percentage of such compensation to be
         deferred under the election, which percentage may not exceed the
         maximum rate of Employee Tax-deferred Contributions permitted under the
         Savings Plan for the year. For purposes of the preceding sentence, the
         term "compensation" means base pay plus short-term incentive bonuses as
         paid prior to reduction for (a) his or her Deferred Compensation
         election under this Plan, (b) pre-tax contributions under the Savings
         Plan and (c) any pre-tax contributions toward health care under Code
         Section 125, which is in excess of Limited Compensation. "Limited
         Compensation" is the smaller of (A) the limit on pensionable
         compensation specified by Code Section 401(a)(17) (including
         adjustments for changes in the cost of living as prescribed by the
         Code), or (B) compensation earned prior to the time the employee
         reaches the limit on Employee Tax-deferred Contributions specified by
         Code Section 402(g) (including adjustments for changes in the cost of
         living as prescribed by the Code).

         Except as provided in the following paragraph, a Deferred Compensation
         election with respect to compensation for a particular calendar year
         (i) must be made before January 1 of such calendar year (or prior to
         participation in the Plan if the Key Executive becomes eligible to
         participate during the calendar year), (ii) must specify (from the
         available alternatives) the date such Deferred Compensation is to be
         paid (or commence to be paid) and, if such date is at termination of
         employment, the number of installments (not to exceed 10 years) in
         which such Deferred Compensation is to be paid, and (iii) once made,
         cannot be changed or revoked.

         Effective with elections with respect to deferrals of compensation for
         calendar years beginning with 2003, Key Executives may change their
         elections made in prior years with regard to the payment date and
         number of installments, under the following conditions:

         a.       such re-election shall be made on forms furnished by the
                  Benefit Committee;

         b.       such re-election shall be made from the available alternate
                  dates and forms in effect at the time of such re-election; and

         c.       such re-election shall only take effect if the Key Executive
                  terminates employment on or after the second January 1
                  following such re-election, with the latest effective election
                  or re-election on file determining the date and form of
                  distribution if the Key Executive terminates employment prior
                  to such second January 1 following the re-election.

         In the case of an employee who is eligible under Section 2.1 as of one
         month following his or her date of employment, any Deferred
         Compensation election must be made within 30 days of employment, and it
         will apply to compensation earned from date of eligibility for the
         Savings Plan through the end of that calendar year.

2.3      Deferral Suspension

         If a Key Executive makes a withdrawal of his or her 401(k)
         contributions under the Savings Plan and thereby becomes subject to a
         suspension of contributions under the Savings Plan, his or her Deferred
         Compensation under this Plan shall also be suspended for the same
         period required under the Savings Plan.

SECTION THREE

Accounts

3.1      Deferred Account


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         The aggregate of the amounts of Deferred Compensation and deemed
         earnings on such amounts shall be paid to the participant or his or her
         beneficiary, as applicable, from the general assets of the Corporation
         in accordance with this Plan and related election forms. Deemed
         earnings with respect to Deferred Compensation shall be credited
         monthly at the monthly compound equivalent of the Prime Rate plus 1% in
         effect at the beginning of each calendar quarter. Effective January 1,
         1998, the interest rate will be credited at the Prime Rate in effect at
         the beginning of each calendar quarter. The Prime Rate shall be the
         prime rate as published in the Wall Street Journal Midwest edition
         showing such rate in effect as of the first business day of each
         calendar quarter. A bookkeeping account shall be maintained for each
         affected participant to record the amount of such Deferred Compensation
         and deemed earnings thereon. Participants are always 100 percent vested
         in their Deferred Accounts.

         The Plan Administrator may also maintain separate bookkeeping accounts
         for Deferred Compensation for each participant for each calendar year
         plus deemed earnings with respect to such Deferred Compensation, to
         facilitate calculation upon distribution.

3.2      Pension Make-up Amount

         A bookkeeping account shall be established on behalf of each
         participant in the Plan which, at any time, shall yield a benefit equal
         to the benefit as of such date that would have accrued under the
         Pension Plan and/or the SERP had the participant not elected to defer
         compensation under Section 2.2 of this Plan and not elected to defer
         compensation under the MSPP.

         A participant shall be vested in his or her Pension Make-up Amount
         after three years of Service (as defined in the Pension Plan).

3.3      Savings Make-up Account

         A bookkeeping account shall be established on behalf of each
         participant in the Plan, which shall be credited with the excess, if
         any, of (i) the amount of employer matching contributions which would
         have been made on behalf of a participant had the participant's
         Deferred Compensation been contributed to the Savings Plan (without
         regard to any refunds of participant contributions required under the
         Code, or the effects of Code Sections 401(a)(17), 402(g) or 415), over
         (ii) actual employer matching contributions under the Savings Plan. The
         Savings Make-up Account shall be credited monthly with deemed
         investment earnings at the monthly compound equivalent of the Prime
         Rate plus 1% in effect at the beginning of each calendar quarter.
         Effective January 1, 1998, the interest rate will be credited at the
         Prime Rate in effect at the beginning of each calendar quarter. The
         Prime Rate shall be the prime rate as published in the Wall Street
         Journal Midwest edition showing such rate in effect as of the first
         business day of each calendar quarter. A participant is vested in his
         or her Savings Make-up Account after three years of Service (as defined
         in the Pension Plan).

3.4      MSPP Make-up Account

         A bookkeeping account shall be established on behalf of each
         participant in the Plan, which shall be credited with the excess, if
         any, of (i) the amount of employer matching contributions which would
         have been made on behalf of a participant had the participant's
         deferred compensation under the MSPP been contributed to the Savings
         Plan (without regard to any refunds of participant contributions
         required under the Code, or the effects of Code Sections 401(a)(17),
         402(g) or 415), up to, but not exceeding the rate at which the
         participant contributed to the Savings Plan for such year, over (ii)
         actual employer matching contributions under the Savings Plan. The MSPP
         Make-up Account shall be credited monthly with deemed investment
         earnings at the monthly compound equivalent of the Prime Rate plus 1%
         in effect at the beginning of each calendar quarter. Effective January
         1, 1998, the interest rate will be credited at the Prime Rate in effect
         at the beginning of each calendar quarter. The Prime Rate shall be the
         prime rate as published in the Wall Street Journal Midwest edition
         showing such rate in effect as of the first business day of each
         calendar quarter. A participant is vested in his or her MSPP Make-up
         Account after three years of Service (as defined in the Pension Plan).


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SECTION FOUR

Payment of Benefits

4.1      Event of Payment

         The vested account balances of all of a participant's Accounts are
         payable as hereinafter provided. No withdrawals, including loans, may
         be allowed from the Plan for any reason while the participant is still
         employed by the Corporation; however, reemployment of a participant
         shall not suspend the payment of any benefits hereunder.

4.2      Payment of Deferred Account

         Payment of benefits from a participant's Deferred Account shall be made
         in accordance with deferred compensation agreements made at the time
         the participant elected to defer compensation. A separate deferred
         compensation agreement shall govern each year's Deferred Compensation
         and deemed earnings on such Deferred Compensation attributable to any
         year. The terms of these deferred compensation agreements dealing with
         the timing and form of payment may be changed from year to year by the
         Benefits Committee, but once an election is made by a participant as to
         the timing and form of a distribution from the Deferred Account with
         respect to a particular year, such election is irrevocable, except as
         provided in Section 2.2.

4.3      Payment of Savings Make-up Account

         Distributions from the Savings Make-up Account shall be made in the
         same form and at the same time as benefit payments made under the
         Savings Plan.

         Effective for terminations of employment on and after January 1, 2001,
         distributions from the Savings Make-up Account shall be made in the
         same form and at the same time as payments made in accordance with a
         participant's latest effective deferral election; however in no event
         shall payment of benefits in the form of a single lump sum be made
         prior to the January 1 following the date of the participant's
         termination of employment. A participant's latest deferral election
         becomes effective as of the January 1 following the date of such
         election, or such later date as may apply to newly-hired participants.

4.4      Payment of MSPP Make-up Account

         Distributions from the MSPP Make-up Account shall be made in the same
         form and at the same time as benefit payments made under the Savings
         Plan.

         Effective for terminations of employment on and after January 1, 2001,
         distributions from the MSPP Make-up Account shall be made in the same
         form and at the same time as payments made in accordance with a
         participant's latest effective deferral election; however in no event
         shall payment of benefits in the form of a single lump sum be made
         prior to the January 1 following the date of the participant's
         termination of employment. A participant's latest deferral election
         becomes effective as of the January 1 following the date of such
         election, or such later date as may apply to newly-hired participants.

4.5      Payment of Pension Make-up Amount

         Except as provided in Section 4.6 below, distributions of the Pension
         Make-up Amount shall be made in the same form and at the same time as
         benefit payments made under the Pension Plan. To the extent a lump sum
         is payable from this Plan in accordance with this Section 4.5, the
         Actuarial Equivalence for such lump sum shall be determined in
         accordance with Exhibit A, item (c) of the Pension Plan.

4.6      Other Distributions of Pension Make-up Amount


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         (a)      If the aggregate value of a participant's Pension Make-up
                  Amount (determined in accordance with Actuarial Equivalence as
                  determined under the Pension Plan) is less than $10,000, the
                  participant or his or her beneficiary shall receive benefits
                  under this Plan in the form of a single lump sum as soon as
                  practicable after termination of employment, without regard to
                  distribution elections made under the Pension Plan.

         (b)      Notwithstanding Section 4.5 or subparagraph (a) of this
                  Section, if an active participant is eligible to elect and so
                  elects, the participant may receive the present value (as
                  hereinafter defined) of the Pension Make-up Amount paid in a
                  lump sum upon termination of employment.

                  (i)      Such election shall not be effective if termination
                           of employment occurs before the end of the first full
                           calendar year beginning after the election is made,
                           except if termination occurs by reason of death.

                  (ii)     Eligibility to elect this form of benefit shall be
                           limited to employees who will be at least age 62 and
                           have 10 years of Service (as defined in the Pension
                           Plan) when benefits are to be paid, and (A) if the
                           employee is restricted in stock ownership trades
                           under Section 16b of the Security Exchange Commission
                           Regulations, have approval of the Compensation
                           Committee of the Board of Directors, or (B) if the
                           employee is not restricted in stock ownership trades
                           under Section 16b of the Security Exchange Commission
                           Regulations, have approval of the Chief Executive
                           Officer of the Corporation.

                  (iii)    Present value shall mean the lump sum Actuarial
                           Equivalent as defined under Exhibit A, item (c) of
                           the Pension Plan.

                  (iv)     The benefit calculation shall be made based on the
                           immediate benefit, reduced as in accordance with the
                           terms of the Pension Plan.

                  (v)      If a participant becomes disabled, as defined in the
                           Pension Plan, termination of employment shall be
                           deemed to occur upon cessation of benefit accruals
                           under the Pension Plan.

         (c)      Notwithstanding Section 4.5 or subparagraph (a) of this
                  Section, if an active participant is eligible to elect and so
                  elects, the participant may receive the Pension Make-up Amount
                  paid in a series of annual installments, as elected by the
                  participant and not to exceed 20 years, commencing as of the
                  first of the month coincident with or next following
                  termination of employment and payable as of each anniversary
                  thereafter.

                  (i)      Such election shall not be effective if termination
                           of employment occurs before the end of the first full
                           calendar year beginning after the election is made,
                           except if termination occurs by reason of death.

                  (ii)     Eligibility to elect this form of benefit shall be
                           limited to employees who will be at least age 62 and
                           have 10 years of Service (as defined in the Pension
                           Plan) when benefits are to be paid, and (A) if the
                           employee is restricted in stock ownership trades
                           under Section 16b of the Security Exchange Commission
                           Regulations, have approval of the Compensation
                           Committee of the Board of Directors, or (B) if the
                           employee is not restricted in stock ownership trades
                           under Section 16b of the Security Exchange Commission
                           Regulations, have approval of the Chief Executive
                           Officer of the Corporation.

                  (iii)    The amount of each annual installment shall mean the
                           Actuarial Equivalent, using interest only, of the
                           lump sum as defined under subsection 4.6(b). The
                           interest rate for purposes of converting the lump sum
                           into the level installments shall be the interest
                           rate used to determine the lump sum. Interest on the
                           unpaid portion shall be credited monthly with deemed
                           investment earnings at the monthly compound
                           equivalent of the Prime Rate plus


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                           1% in effect at the beginning of each calendar
                           quarter. Effective January 1, 1998, the interest rate
                           will be credited at the Prime Rate in effect at the
                           beginning of each calendar quarter. The Prime Rate
                           shall be the prime rate as published in the Wall
                           Street Journal Midwest edition showing such rate in
                           effect as of the first business day of each calendar
                           quarter. To the extent that the remaining unpaid
                           balance as of each anniversary date is different from
                           the scheduled amount based on the previous
                           anniversary date calculation, the annual installment
                           for that year shall be adjusted to reflect such
                           difference.

                  (iv)     If a participant becomes disabled, as defined in the
                           Pension Plan, termination of employment shall be
                           deemed to occur upon cessation of benefit accruals
                           under the Pension Plan.

                  (v)      If a participant in receipt of such annual
                           installments dies, the unpaid balance in the
                           participant's account shall be paid in a lump sum to
                           the participant's beneficiary for purposes of the
                           Pension Make-up Amount.

4.7      Beneficiaries

         The participant's beneficiary under this Plan with respect to his or
         her participant Deferred Account shall be the person or persons
         designated as beneficiary by the participant by filing with the
         Benefits Committee a written beneficiary designation on a form provided
         by, and acceptable to, such Benefits Committee. In the event the
         participant does not make an effective designation of a beneficiary
         with respect to his or her participant deferred account, the
         participant's beneficiary with respect to his or her participant
         deferred account shall be the beneficiary of such participant's
         beneficiary under the Savings Plan.

         The participant's beneficiary under this Plan with respect to his or
         her Pension Make-up Amount shall be the person who is entitled to
         benefit payments under the Pension Plan because of the death of the
         participant.

         The participant's beneficiary under this Plan with respect to his or
         her Savings Make-up Account shall be the person who is entitled to
         benefit payments under the Savings because of the death of the
         participant.

         The participant's beneficiary under this Plan with respect to his or
         her participant MSPP Make-up Account shall be the person or persons
         designated as beneficiary by the participant by filing with the
         Benefits Committee a written beneficiary designation on a form provided
         by, and acceptable to, such Benefits Committee. In the event the
         participant does not make an effective designation of a beneficiary
         with respect to his or her participant deferred account, the
         participant's beneficiary with respect to his or her MSPP Make-up
         Account shall be the beneficiary of such participant's beneficiary
         under the Savings Plan.

4.8      Termination of the Pension Plan or Savings Plan

         In the event that the Pension Plan is terminated, payments of the
         Pension Make-up Amount which have not previously been paid shall
         continue to be paid directly by the Corporation but only to the same
         extent and for the same duration as that part of the payee's benefit
         from the Pension Plan, which is directly related to such Pension
         Make-up Amount, is continued to be provided by the assets of the
         Pension Plan.

         In the event that the Savings Plan is terminated, Savings Make-up
         Accounts and MSPP Make-up Accounts shall be paid directly by the
         Corporation in the same manner as the distribution of the participant's
         accounts under the Savings Plan.

SECTION FIVE

Administration and General Provisions


5.1      Plan Administrator


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         The Benefits Committee shall be the "administrator" of the Plan within
         the meaning of the Employee Retirement Income Security Act of 1974, as
         amended.

5.2      Benefits Committee

         The Benefits Committee shall be vested with the general administration
         of the Plan. The Benefits Committee shall have the exclusive right to
         interpret the Plan provisions and to exercise discretion where
         necessary or appropriate in the interpretation and administration of
         the Plan and to decide any and all matters arising thereunder or in
         connection with the administration of the Plan. The decisions, actions
         and records of the Benefits Committee shall be conclusive and binding
         upon the Corporation and all persons having or claiming to have any
         right or interest in or under the Plan.

         The Benefits Committee may delegate to such officers, employees or
         departments of the Corporation such authority, duties, and
         responsibilities of the Benefits Committee as it, in its sole
         discretion, considers necessary or appropriate for the proper and
         efficient operation of the Plan, including, without limitation, (i)
         interpretation of the plan, (ii) approval and payment of claims, and
         (iii) establishment of procedures for administration of the Plan.

5.3      General Provisions

         (a)      The Corporation shall make no provision for the funding of any
                  benefits payable hereunder that (i) would cause the Plan to be
                  a funded plan for purposes of Code Section 404(a)(5), or Title
                  I of the Employee Retirement Income Security Act of 1974, as
                  amended, or (ii) would cause the Plan to be other than an
                  "unfunded and unsecured promise to pay money or other property
                  in the future" under Treasury Regulations section 1.83-3(e);
                  and shall have no obligation to make any arrangement for the
                  accumulation of funds to pay any amounts under this Plan.
                  Subject to the restrictions of the preceding sentence, the
                  Corporation may establish a grantor trust described in
                  Treasury Regulations sections 1.677(a)(-1(d) and accumulate
                  funds therein to pay amounts under the Plan, provided that the
                  assets of the trust shall be required to satisfy the claims of
                  the Corporation's general creditors in the event of the
                  Corporation's bankruptcy or insolvency.

         (b)      In the event that the Corporation shall decide to establish an
                  advance accrual reserve on its books against the future
                  expense of the Plan, or to establish a grantor trust (which
                  trust will conform to the terms of the model trust described
                  in Rev. Proc. 92-64) with assets subject to the claims of
                  creditors, such reserve or trust shall not under any
                  circumstances be deemed to be an asset of this Plan but, at
                  all times, shall remain a general asset of the Corporation,
                  subject to the claims of the Corporation's creditors.

         (c)      A person entitled to any amount under this Plan shall be a
                  general unsecured creditor of the Corporation with respect to
                  such amount.

SECTION SIX

Amendment and Termination

6.1      Amendment of the Plan

         Subject to the provisions of Section 6.3, the Plan may be wholly or
         partially amended or otherwise modified at any time by the Compensation
         Committee of the Board of Directors.

6.2      Termination of the Plan

         Subject to the provisions of Section 6.3, the Plan may be terminated at
         any time by the Compensation Committee of the Board of Directors.


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6.3      No Impairment of Benefits

         Notwithstanding the provisions of Sections 6.1 and 6.2, no amendment to
         or termination of the Plan shall impair any rights to benefits which
         have accrued hereunder.



Adopted:

By: /s/ Michael P. Miller
   -----------------------------
Name: Michael P. Miller
     ---------------------------
Title: Vice President Global
       Compensation and Benefits
      --------------------------
Date: December 31, 2002
     ---------------------------


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