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Both seats recline, but only one (the seat not on the driver side) has the legrest and reclines to a greater pitch. The 'regular' seat has power headrest and back recline.
yup, on exec package the rear passenger reclines more (to 45 degrees) and have leg rest, etc... but in normal case (with the right upgrades), both seats recline and the seat bottom can be moved forward / headrests up/down