exv10w2






Exhibit 10.2




SEVENTH AMENDMENT TO THE

LEAR CORPORATION

EXECUTIVE SUPPLEMENTAL SAVINGS PLAN




     THIS SEVENTH AMENDMENT (this “Amendment”) to the Lear Corporation Executive Supplemental
Savings Plan (the “Plan”) made by the undersigned pursuant to authority delegated by the
Compensation Committee of the Board of Directors of Lear Corporation, a Delaware corporation (the
“Corporation”), shall be effective as of November 5, 2008.



     WHEREAS, the Corporation has determined that it is in its best interest to cease contributions
to certain, but not all, accounts under the Plan; and



     WHEREAS, the Internal Revenue Service has provided transition rules under Section 409A of the
Internal Revenue Code (the “Code”) that permit sponsors of deferred compensation plans to
designate, on or before December 31, 2008, a new time and form of payment for deferred compensation
payable in 2009 or later, subject to certain restrictions; and



     WHEREAS, the Corporation has determined that it is in its best interest to designate a new
time and form of payment of certain accounts under the Plan, pursuant to the Code Section 409A
transition rules described above; and



     WHEREAS, the Corporation has determined that it is in its best interest to rename the Plan to
reflect the amendments to the Plan described above; and



     NOW THEREFORE, by virtue and in exercise of the amendment power reserved to the Compensation
Committee of the Board of Directors of the Corporation under Section 6.1 of the Plan, the Plan is
hereby amended as follows:




	 	1.	 	The Plan shall be renamed the “Lear Corporation PSP Excess Plan.”
	 
	 	2.	 	Section 2.1 shall be deleted in its entirety and replaced with the following:






	 	 	 	“Participation in the Plan shall be limited to employees of the Corporation
or any affiliated company participating in the Pension Plan and/or the
Savings Plan, who are participants as of November 5, 2008 (the ‘Amendment
Date’) or whose compensation meets or exceeds the limit established by the
Internal Revenue Service under Code Section 401(a)(17) in a particular year.
Notwithstanding the foregoing, eligibility shall be limited to individuals
who constitute a select group of management or highly compensated
employees.”






	 	3.	 	Section 2.2 shall be deleted in its entirety and replaced with the following:






	 	 	 	“No Deferred Compensation election shall be made after the Amendment Date.
Deferred Compensation elections made before such date shall be honored
through December 31, 2008. Any compensation subject to a Deferred
Compensation election that would be deferred after December 31, 2008, shall
be deemed to be subject to a new payment election under




 









 






	 	 	 	the Code Section 409A transition rules provided by the Internal Revenue
Service and shall be paid at the time and in the form it would have been
paid if the Deferred Compensation election had not been filed.”






	4.	 	Section 2.3 shall be deleted in its entirety.
	 
	5.	 	The following shall be added at the end of Section 3.3(a)(i):






	 	 	 	“Notwithstanding the foregoing, no company matching contributions shall be
credited to any Savings Make-up Account after the Amendment Date.”






	6.	 	Section 3.3(a)(ii) shall be amended to read in its entirety as follows:






	 	 	 	“The excess, if any, of (A) the amount of pension savings plan contributions
that would have been made on behalf of a participant (1) if the
participant’s deferred compensation under the MSPP had been included as
Compensation under the Savings Plan and (2) if Code Sections 401(a)(17)
and/or 415 did not apply to the Savings Plan, over (B) actual pension
savings plan contributions made to the participant’s account under the
Savings Plan, plus such additional amounts with respect to any participant
as deemed necessary or advisable by the Corporation in its sole discretion.
Notwithstanding anything contained in Section 4 to the contrary, such
amounts, plus any earnings credited thereon, shall be distributed in a lump
sum in the calendar year following the year of the participant’s termination
of employment.”






	7.	 	Section 3.3(c) shall be amended to read in its entirety as follows:






	 	 	 	“Every participant shall become fully vested in the portion of his or her
Savings Make-up Account attributable to contributions pursuant to Section
3.3(a)(i) upon the Amendment Date. A participant is generally vested in
amounts contributed to his or her Savings Make-up Account pursuant to
Section 3.3(a)(ii) or (a)(iii) after three years of Service (as defined in
the Savings Plan), but may become vested in such amounts according to an
individual vesting schedule agreed upon by the participant and the
Corporation.”






	8.	 	The second paragraph of Section 3.4 shall be amended to read in its entirety as
follows:






	 	 	 	“Every participant shall become fully vested in his or her MSPP Make-up
Account upon the Amendment Date.”






	9.	 	The last paragraph of Section 3.4 shall be amended to read in its entirety as follows:






	 	 	 	“Notwithstanding the foregoing, no amount, other than the deemed investment
earnings described above, shall be credited to any MSPP Make-up Account
after the Amendment Date.”






	10.	 	Section 4.2 shall be deleted in its entirety and replaced with the following:




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	 	 	 	“Distribution of the Deferred Account shall be made in a lump sum on the
Transition Distribution Date, as defined in Section 4.7.”






	11.	 	Section 4.3 shall be deleted in its entirety and replaced with the following:






	 	 	“(a) 	 Distribution of the portion of a participant’s Savings
Make-up Account attributable to contributions pursuant to Section
3.3(a)(i) shall be made in a single lump sum on the Transition
Distribution Date.






	 	 	“(b) 	 Distribution of the portion of a participant’s Savings
Make-up Account attributable to contributions pursuant to Section
3.3(a)(ii) or (a)(iii) shall be made in a single lump sum during the
month of January in the year following the date of the participant’s
termination of employment. Notwithstanding the foregoing, if the
participant is deemed to be a ‘Specified Employee’ within the meaning
of that term under Code Section 409A(a)(2)(B) on the date of his or her
termination of employment, then no distribution under this Section
4.3(b) shall be made before the earlier of (i) the expiration of the
six-month period measured from the date of the participant’s
termination of employment, and (ii) the date of the participant’s
death.”






	12.	 	Section 4.4 shall be deleted in its entirety and replaced with the following:






	 	 	 	“Distribution of the MSPP Make-up Account shall be made in a lump sum on the
Transition Distribution Date.”






	13.	 	Sections 4.7 shall be deleted in its entirety and replaced with the following:






	 	 	 	“The ‘Transition Distribution Date’ shall be as set forth in this Section
4.7. If the sum of (a) the balance of the participant’s Deferred Account,
(b) the portion of the participant’s Savings Make-up Account attributable to
contributions pursuant to Section 3.3(a)(i), and (c) the balance of the
participant’s MSPP Make-up Account, is equal to or less than $50,000 on the
Amendment Date, then the Transition Distribution Date shall be January 15,
2009. If the sum of such amounts exceeds $50,000 on the Amendment Date,
then the Transition Distribution Date shall be January 15, 2010, unless the
participant agrees (in such time and manner as is established by the
Committee, and in no event later than December 31, 2008) to permanently and
irrevocably reduce the amounts described in (a), (b) and (c), above, by ten
percent (10%), in which case the Transition Distribution Date shall be
January 15, 2009.”






	14.	 	Section 4.8 shall be deleted in its entirety.






	15.	 	Section 5.3(a) shall be amended to read in its entirety as follows:






	 	 	 	“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




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	 	 	 	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 and to the restrictions of Section 409A of the Code, the
Corporation may establish a grantor trust described in Treasury Regulations
section 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.”






	16.	 	Section 6.1 shall be amended to read in its entirety as follows:






	 	 	 	“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, to the extent permitted under Section
409A of the Code.”






	17.	 	Section 6.2 shall be amended to read in its entirety as follows:






	 	 	 	“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, to the extent
permitted under Section 409A of the Code.”






	18.	 	Except to the extent hereby amended, this Plan shall remain in full force and effect.




IN WITNESS WHEREOF, this Amendment to the Plan is adopted on the 5th day of November, 2008.




LEAR CORPORATION




	 	 	 	 	 
	By:

	 	/s/ Thomas J. Polera
 

     Thomas J. Polera
	 	 
	 

	 	     Vice President, Global Compensation and Benefits	 	 







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