SOUTHFIELD- Tier 1 auto supplier Lear Corporation on Tuesday announced that it has entered into a definitive agreement to issue $200 million of common stock in a private placement to affiliates of and funds managed by Carl C. Icahn, giving the financier a seat on Lear’s board and a 16 percent equity stake.

The offering includes 8,695,653 shares of Lear common stock issued at $23.00 per share. The transaction is subject to receipt of applicable antitrust clearance and is expected to close within forty-five days.

The good financial news came with a dash of bad news as Lear also announced preliminary results for its third quarter ? a pretax loss in the range of $60 to $70 million, including costs related to restructuring actions of approximately $17 million and a loss on sale of approximately $29 million.

The purchase agreement with Icahn provides Icahn with the right to a representative on Lear’s board of directors and contains certain other corporate governance terms and conditions with respect to Icahn’s ownership position. Those details were not immediately available.

“Our increased investment reflects our confidence in Lear’s management

team and our optimism about the future value of the Company,” said Icahn. “We look forward to the opportunity to work actively with management

and the other members of the Lear board to help increase value for all

shareholders.”

The proceeds of the offering are expected to be used for strategic

investments and to provide Lear with increased financial and operating

flexibility.

“This transaction provides Lear with additional flexibility and allows

the Company to pursue value enhancing initiatives at a time when market

conditions are very dynamic,” said Bob Rossiter, Lear Chairman and Chief

Executive Officer. “We look forward to working with Carl Icahn and his

colleagues and appreciate the continued support of our shareholders.”

For the third quarter of 2006, Lear expects to post net sales of $4.1

billion and a pretax loss in the range of $60 to $70 million, including

costs related to restructuring actions of approximately $17 million and a

loss on sale of approximately $29 million.

The loss on sale relates to the contribution of substantially all of the Company’s European Interiors Systems Division to International Automotive Components Group, LLC, Lear’s joint venture with WL Ross & Co. LLC and Franklin Mutual Advisers, LLC.

Income before interest, other expense, income taxes and restructuring costs

(core operating earnings) is expected to be in the range of $44 to $48

million. Free cash flow was approximately negative $50 million, including

capital expenditures of approximately $85 million. The Company will provide

a full report of its third quarter 2006 financial results on October 26,

2006.

Lear is one of the world’s largest suppliers of automotive

interior systems and components. Lear provides complete seat systems,

electronic products and electrical distribution systems and other interior

products. With annual net sales of $17.1 billion in 2005, Lear ranks #127

among the Fortune 500.