Exhibit 10.49

                             SECOND AMENDMENT TO THE
                                LEAR CORPORATION
                          PENSION EQUALIZATION PROGRAM
               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1997)

THIS AMENDMENT to the Lear Corporation Pension Equalization Program (the "Plan")
is made by the undersigned pursuant to authority delegated by the Compensation
Committee of the Board of Directors of Lear Corporation, effective as of the IAC
Closing Date (as defined herein);

                                WITNESSETH THAT:

1.    Section 26 of the Plan shall be amended by inserting the following four
      new subsections and by renumbering existing subsections (a) through (d)
      accordingly:

            "(a) IAC - International Automotive Components Group North America,
            Inc., a Delaware corporation.

            (b) IAC AGREEMENT - the Asset Purchase Agreement dated as of
            November 30, 2006 by and among the Corporation, IAC, International
            Automotive Components Group North America, LLC, a Delaware limited
            liability company, WL Ross & Co. LLC, a Delaware limited liability
            company, and Franklin Mutual Advisers, LLC, as amended.

            (c) IAC CLOSING DATE - the closing date of the transactions
            contemplated by the IAC Agreement.

            (d) IAC PARTICIPANT - an employee who was employed by the
            Corporation immediately prior to the IAC Closing Date and who
            becomes employed by IAC immediately after the IAC Closing Date."

2.    Section 5 is amended by adding at the end thereof the following new
      Subsection (d), to read in its entirety as follows:

            "(d) IAC TRANSACTION Solely for purposes of vesting under Sections
            5(a) and 5(b), above, each IAC Participant shall be treated as if
            his age is five years greater than his actual age and as if he has
            an additional five years of service (as defined in the Qualified
            Pension Plan)."

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


      IN WITNESS WHEREOF, this Amendment to the Plan is adopted on the 9th day
of May, 2007.

LEAR CORPORATION

By: /s/ Roger Alan Jackson
    --------------------------------------------
        Roger Alan Jackson
        Senior Vice President - Human Resources

Second Amendment to Pension Equalization Program - Page 2