LEAR CORPORATION OUTSIDE DIRECTORS COMPENSATION PLAN

Exhibit 10.3

LEAR CORPORATION
OUTSIDE DIRECTORS COMPENSATION PLAN

As Amended and Restated Effective January 1, 2009

(Conformed Copy through First Amendment)

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 Grant” means a grant made pursuant to Section 5.2 that is subject to vesting and other restrictions as set forth in Article 7.

      “Restricted Unit” means a Stock Unit that is subject to vesting and other restrictions as set forth in Article 7, as in effect prior to March 24, 2009.

      “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. Notwithstanding the foregoing, effective January 1, 2009, and until changed by resolution of the Board of Directors, each of the amounts set forth above shall be reduced by twenty percent (20%) so that the Annual Retainer will be $36,000 for each Outside Director, which will be increased by $8,000 for the Presiding Director, by $16,0