We are writing to express our alarm about the possible sale of Lear Corporation to Carl Icahn’s American Real Estate Partners LP at a price which we believe to be far below the fair value of the company. As you know, we are one of Lear’s largest shareholders and we have long believed in Lear’s business and its plan for recovery. Our view is that the company’s earnings are well below their normal level and that Lear is being valued by the market as if there is little chance of an earnings recovery. Our analysis suggests that earnings are likely to recover to more than $4.00 per share over the next few years from consensus analyst estimates of $2.00 per share for 2007. Consequently, we believe the company’s value to be closer to $60 per share.

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Source: Lincoln Minor