LEAR CORPORATION OUTSIDE DIRECTORS COMPENSATION PLAN

Exhibit 10.56

LEAR CORPORATION
OUTSIDE DIRECTORS COMPENSATION PLAN

As Amended and Restated Effective January 1, 2009

LEAR CORPORATION
OUTSIDE DIRECTORS COMPENSATION PLAN

Article 1. Establishment, Objectives and Duration

      1.1 Amendment and Restatement of Plan. Lear Corporation, a Delaware corporation, hereby amends and restates the compensation plan for non-employee directors known as the “Lear Corporation Outside Directors Compensation Plan” (hereinafter referred to as the “ Plan ”), as set forth in this document.

      1.2 Plan Objectives. The objectives of the Plan are to give the Company an advantage in attracting and retaining Outside Directors and to link the interests of Outside Directors to those of the Company’s stockholders.

      1.3 Duration of the Plan. The Plan commenced on January 1, 2004 and will remain in effect until the Board of Directors terminates it pursuant to Section 9.1.

Article 2. Definitions

     The following defined terms have the meanings set forth below:

      “Accounts” means an Outside Director’s Stock Account and Interest Account.

      “Affiliate” means any person that, directly or indirectly, is in control of, is controlled by, or is under common control with, the Company.

      “Annual Retainer” means the retainer fee established by the Board in accordance with Section 5.1 and paid to an Outside Director for services performed as a member of the Board of Directors for a Plan Year.

      “Beneficiary” means the person entitled under Section 6.6 to receive payment of the balances remaining in an Outside Director’s Accounts in case the Outside Director dies before the entire balances in those Accounts have been paid.

      “Board” or “Board of Directors” means the Board of Directors of the Company.

      “Change in Control” of the Company will be deemed to have occurred (as of a particular day, as specified by the Board) as of the first day any one or more of the following paragraphs is satisfied:

     Notwithstanding the foregoing, to the extent necessary to avoid subjecting Outside Directors to interest and additional tax under Section 409A of the Code, no “Change in Control” will be deemed to occur unless and until paragraph (a), (b) or (c), above, is satisfied and Section 409A(a)(2)(A)(v) of the Code is satisfied.

      “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor to it.

      “Committee Meeting Fee” means the fee established by the Board in accordance with Section 5.1 and paid to an Outside Director for each attendance at a meeting of a Board committee (including telephonic meetings but excluding execution of unanimous written consents).

      “Common Stock Fair Market Value” means the average of the high and low prices of publicly traded Shares on the national exchange on which the Shares are listed as of a particular date.

      “Company” means Lear Corporation, a Delaware corporation, and any successor thereto as provided in Section 9.3.

      “Deferral Election” has the meaning ascribed to it in Section 6.1.

      “Deferral Fair Market Value” means the average of the high and low prices of publicly traded Shares on the national exchange on which the Shares are listed.

      “Director” means any individual who is a member of the Board of Directors.

      “Disability” means the individual is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

      “Effective Date” has the meaning ascribed to it in Section 8.1.

      “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor to it.

      “Grandfathered Account” means the portion of an Account attributable to compensation that was deferred and vested as of December 31, 2004.

      “Grant Date” means has the meaning ascribed to it in Section 5.2.

      “Grant Date Fair Market Value” means the average of the high and low prices of publicly traded Shares on the national exchange on which the Shares are listed on the date on which the Restricted Units are granted.

      “Installment Payment” has the meaning ascribed to it in Section 5.1.

      “Interest Account” means the portion of an Outside Director’s Account to which credits are made under Section 6.4.

      “Meeting Fee” means the fee established by the Board in accordance with Section 5.1 and paid to an Outside Director for each attendance at a meeting of the Board of Directors (including telephonic meetings but excluding execution of unanimous written consents).

      “Nongrandfathered Account” means the portion of an Account that is not a Grandfathered Account.

      “Outside Director” means a Director who, at the time in question, is not an employee of the Company or any of its Affiliates.

      “Plan” has the meaning ascribed to it in Section 1.1.

      “Plan Year” means the 12 month period beginning on January 1 and ending on the next following December 31.

      “Plan Year Accounts” for a given Plan Year means the portion of a Participant’s Accounts attributable to compensation deferred for such Plan Year.

      “Plan Year Interest Account” for a given Plan Year means the portion of a Participant’s Interest Account attributable to compensation deferred for such Plan Year.

      “Plan Year Stock Account” for a given Plan Year means the portion of a Participant’s Stock Account attributable to compensation deferred for such Plan Year.

      “Presiding Director” means the Outside Director selected by the other Outside Directors as the presiding Director at meetings of the Outside Directors held in accordance with applicable rules of any securities exchange on which the Company’s securities are listed.

      “Restricted Unit” means a Stock Unit that is subject to vesting and other restrictions as set forth in Article 7.

      “Retirement” means a Separation from Service (a) upon or after attaining 70 years of age, or (b) upon or after serving six years as a Director, or (c) upon such other circumstances that the Board, in its sole discretion, affirmatively determines not to be adverse to the best interests of the Company.

      “Separation from Service” or “Separate from Service” means ceasing to be a Director of the Company for any reason. Notwithstanding anything to the contrary, the determination of whether an individual has had a Separation from Service will be made in accordance with Code Section 409A and the regulations thereunder.

      “Shares” means the shares of common stock, $.01 par value, of the Company, including their associated preferred share purchase rights.

      “Stock Account” means the portion of an Outside Director’s Account to which Stock Units are credited.

      “Stock Unit” means a notional Share credited under Section 6.3 to the account of an Outside Director and payable in cash.

      “Termination Date” means the date on which an Outside Director has a Separation from Service.

      “Vesting Date” means the original date on which the value of a Restricted Unit is scheduled to be distributed.

Article 3. Administration

      3.1 The Board of Directors. The Plan will be administered by the Board of Directors. The Board of Directors will act by a majority of its members at the time in office and eligible to vote on any particular matter, and may act either by a vote at a meeting or in writing without a meeting.

      3.2 Authority of the Board of Directors. Except as limited by law and subject to the provisions herein, the Board of Directors has full power to: construe and interpret the Plan and any agreement or instrument entered into under the Plan; establish, amend or waive rules and regulations for the Plan’s administration; and amend the terms and conditions of the Plan. Further, the Board of Directors will make all other determinations which may be necessary or advisable for the administration of the Plan. As permitted by law and consistent with Section 3.1, the Board of Directors may delegate some or all of its authority under this Plan.

      3.3 Decisions Binding. All determinations and decisions made by the Board of Directors pursuant to the provisions of the Plan will be final, conclusive and binding on all persons, including the Company, its stockholders, all Affiliates, Outside Directors and their estates and beneficiaries.

Article 4. Eligibility

     Each Outside Director of the Board during a Plan Year will participate in the Plan for that year.

Article 5. Annual Retainer and Restricted Units

      5.1 Amount Payable in Cash. Each Outside Director will be entitled to receive an Annual Retainer in the amount determined from time to time by the Board. Until changed by resolution of the Board of Directors, the Annual Retainer will be $45,000 for each Outside Director, provided that the Annual Retainer for the Presiding Director will be increased by $10,000. In addition, the Annual Retainer for the chair of the Audit Committee will be increased by $20,000 and the Annual Retainer for the chair of each of the following committees will be increased by $10,000: Compensation Committee and Nominating and Corporate Governance Committee.

     Unless the Outside Director has made a Deferral Election with respect to them, the Annual Retainer will be paid in four equal cash installments (the “ Installment Payments ”) as of the last business day of each January, April, July and October to each individual who is an Outside Director on that date. Each Installment Payment to an Outside Director will equal the quotient of the Outside Director’s Annual Retainer divided by four. Any Outside Director who first becomes an Outside Director during a calendar quarter will be entitled to an Installment Payment for that calendar quarter unless, immediately before becoming an Outside Director, he or she was a Director who was an employee of the Company or any of its Affiliates.

     Each Outside Director will be entitled to receive a Meeting Fee, in the amount determined from time to time by the Board, for each meeting he or she attends (including telephonic meetings but excluding execution of unanimous written consents) of the Board of Directors. In addition, each Outside Director will be entitled to receive a Committee Meeting Fee, in the amount determined from time to time by the Board, for each meeting he or she attends (including telephonic meetings but excluding execution of unanimous written consents) of a Board committee. Until changed by resolution of the Board of Directors, the Meeting Fee will be $1,500 and the Committee Meeting Fee will be $1,500. Unless the Outside Director has made a Deferral Election with respect to them, Meeting Fees and Committee Meeting Fees will be paid at the same time as Installment Payments for the meetings, if any, attended during the previous quarter.

      5.2 Restricted Units. Each Outside Director who is an Outside Director on any day of the Plan Year on or prior to May 1 will be entitled to receive a grant, on the last business day of January of such Plan Year or, if later, on the first day on which such individual becomes an Outside Director (the “ Grant Date ”), of Restricted Units pursuant to Article 7. Until changed by resolution of the Board of Directors, the number of Restricted Units so granted will be equal to $90,000 divided by the Grant Date Fair Market Value of a Share.

Article 6. Deferral

      6.1 Deferral Election. Any Outside Director may elect to defer all or a portion of the compensation payable to him or her under Section 5.1 for the Plan Year by filing with the Secretary of the Company a written notice to that effect on the Deferral Election Form attached hereto as Exhibit A (a “ Deferral Election ”). Such election will be filed before the first day of the Plan Year to which it relates. Notwithstanding the foregoing, an election may be filed within 30 days after a Director first becomes an Outside Director; provided, however, the amount of compensation deferred pursuant to such election will not exceed the portion of the Outside Director’s compensation earned after the date the election is made. A Deferral Election may not be revoked or modified with respect to compensation payable for any Plan Year for which it is effective. Unless either the Deferral Election is terminated or modified as described below or the Director Separates from Service, the Deferral Election will apply to compensation payable under Section 5.1 with respect to each subsequent Plan Year. An Outside Director may terminate or modify his or her current Deferral Election by filing a new Deferral Election before the first day of the Plan Year to which such termination or modification applies.

      6.2 Accounts. At the time an Outside Director makes a Deferral Election under Section 6.1 he or she must also designate the portion of the deferred compensation to be credited to a Stock Account and/or an Interest Account.

      6.3 Stock Account. The amounts the Outside Director elects to defer to a Stock Account will be credited to that account as of the date the compensation would otherwise have been payable under Section 5.1 as Stock Units. The number of Stock Units so credited will equal the amount of compensation deferred divided by the Deferral Fair Market Value of a Share

on the day the compensation would otherwise have been paid if the Outside Director had not made a Deferral Election.

     If the Company declares a cash dividend on its common stock, then, on the payment date of the dividend, the Outside Director will be credited with dividend equivalents equal to the amount of cash dividend per Share multiplied by the number of Stock Units credited to the Outside Director’s Stock Account through the record date. The dollar amount credited to the Outside Director under the preceding sentence will be credited to the Outside Director’s Plan Year Interest Account.

      6.4 Interest Account. The amounts the Outside Director elects to defer to an Interest Account under Section 6.2 will be credited to that account as of the date the compensation would otherwise have been payable under Section 5.1. The amounts credited to the Interest Account will be credited with interest, compounded monthly, from the date the compensation would otherwise have been payable under Section 5.1 until the amount credited to the Interest Account is paid to the Outside Director. The rate of interest credited under the previous sentence will be the prime rate of interest as reported by the Midwest edition of the Wall Street Journal for the second business day of each quarter on an annual basis.

      6.5 Distributions. The value of an Outside Director’s Plan Year Accounts with respect to a Plan Year will be distributed, or will begin to be distributed, to him or her or, in the event of his or her death, to his or her Beneficiary, within 10 days following the earliest of:

     The amount payable to an Outside Director with respect to his or her Plan Year Accounts for a given Plan Year will equal the sum of: (a) the dollar amount credited to the Outside Director’s Plan Year Interest Account for such Plan Year; and (b) the number of Stock Units credited to the Outside Director’s Plan Year Stock Account for such Plan Year multiplied by the Deferral Fair Market Value on the applicable payout date.

     Each Plan Year Account will be paid to the Outside Director in a lump sum or in installments in accordance with his or her Deferral Election for such Plan Year Account. If an Outside Director fails to elect a payout form (and has not elected a payout form for any prior Plan Year that, in accordance with Section 6.1, would be deemed to remain in effect until changed), his or her Plan Year Account will be paid in a single lump sum.

     If an Outside Director elects to receive payment of his or her Plan Year Account in installments, the payment period for the installments will not exceed ten years. The amount of

each installment payment will equal the product of (a) the balance in the Outside Director’s Plan Year Account on the date the payment is made multiplied by (b) a fraction, the numerator of which is one and the denominator of which is the number of unpaid remaining installments. The balance of the Plan Year Account will be appropriately reduced to reflect any Installment Payments already made hereunder. Notwithstanding the foregoing, in the event of a Change in Control, the balance remaining in an Outside Director’s Accounts will be paid in a single lump sum payment within 10 days following the Change in Control.

     If an Outside Director dies before he or she has received payment of all amounts due hereunder, the balances remaining in the Outside Director’s Accounts will be distributed to his or her Beneficiary in a single lump sum payment within 90 days following the Outside Director’s death.

     Notwithstanding anything to the contrary in this Section 6.5:

      6.6 Beneficiary. An