The share repurchase authorization, which extends for a 24-month period, allows the discretionary repurchase of up to 6.7 million shares.The Company said it plans to purchase shares from time to time in the open market or through privately negotiated transactions. The extent to which the Company repurchases its shares and the timing of such purchases will depend upon prevailing market conditions, alternative uses of capital and other factors. The Company anticipates that it will fund the program primarily through the sale of non-core assets.

The Preferred Share Purchase Rights are intended to enable all Lear stockholders to realize the long-term value of their investment in the Company. The Preferred Share Purchase Rights will not prevent a takeover, but should encourage anyone seeking to acquire the Company to negotiate with the Board prior to attempting a takeover.

The Preferred Share Purchase Rights will be exercisable only if a person or group acquires 20% or more of Lear Corporation's common stock or announces a tender offer the consummation of which would result in ownership by a person or group of 20% or more of the common stock. Each Preferred Share Purchase Right will entitle stockholders to buy one one-thousandth of a share of a new series of junior participating preferred stock at an exercise price of $125.

If a person or group acquires 20% or more of Lear Corporation's outstanding common stock, each Preferred Share Purchase Right will entitle its holder (other than such person or group) to purchase, at the Preferred Share Purchase Right's then-current exercise price, a number of Lear Corporation's common shares having a market value of twice such price. In addition, if Lear Corporation is acquired in a merger or other business combination transaction after a person has acquired 20% or more of the Company's outstanding common stock, each Preferred Share Purchase Right will entitle its holder to purchase, at the Preferred Share Purchase Right's then-current exercise price, a number of the acquiring company's common shares having a market value of twice such price. The acquiring person or group will not be entitled to exercise these Rights.

Prior to the acquisition by a person or group of beneficial ownership of 20% or more of the Company's common stock, the Preferred Share Purchase Rights are redeemable for one cent per right at the option of the Board of Directors. The Board of Directors is also authorized to reduce the 20% thresholds referred to above to not less than 10%.

The dividend distribution will be made on March 17, 2000, payable to stockholders of record on that date, and is not taxable to stockholders. The Preferred Share Purchase Rights will expire on March 1, 2010.

(March 02, 2000)