LEAR SEATING CORP, DEF 14A, 1995-03-28

LEAR SEATING CORP
DEF 14A, 1995-03-28
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<PAGE> 1

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement

/X/ Definitive Proxy Statement

/ / Definitive Additional Materials

/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12

LEAR SEATING CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

LEAR SEATING CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(2).

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------

Set forth the amount on which the filing fee is calculated and state how it
was determined.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:

------------------------------------------------------------------------
3) Filing Party:

------------------------------------------------------------------------
4) Date Filed:

------------------------------------------------------------------------
<PAGE> 2

LEAR SEATING CORPORATION
------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 5, 1995
------------------

The Annual Meeting of Stockholders of Lear Seating Corporation ("Lear" or
the "Company") will be held at The Management Education Center, Michigan State
University, 811 West Square Lake Road, Troy, Michigan 48098 on Friday, May 5,
1995, at 10:00 a.m., Eastern Time, for the following purposes:

1. To elect three directors to hold office until the 1998 Annual
Meeting of Stockholders;

2. To ratify the appointment of independent auditors for the Company;
and

3. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.

The foregoing items are fully discussed in the Proxy Statement accompanying
this Notice. A copy of the Company's Annual Report is also enclosed.

The close of business on March 13, 1995 has been fixed as the record date
for the meeting. Only stockholders of record at that time are entitled to notice
of and to vote at the meeting and any adjournment or postponement thereof.

In accordance with Delaware law, a list of Lear stockholders entitled to
vote at the Annual Meeting of Stockholders will be available for examination at
the offices of the Company, 21557 Telegraph Road, Southfield, Michigan for ten
days prior to the meeting, between the hours of 9:00 a.m. and 5:00 p.m., and at
the meeting.

All stockholders are cordially invited to attend the meeting. However, to
assure your representation at the meeting, the Board of Directors of Lear urge
you to date, execute and return promptly the enclosed proxy to give voting
instructions with respect to your shares of Common Stock. The return of the
proxy will not affect your right to vote in person if you do attend the meeting.

Joseph F. McCarthy
Secretary

March 30, 1995
<PAGE> 3

LEAR SEATING CORPORATION

21557 TELEGRAPH ROAD
SOUTHFIELD, MICHIGAN 48034

------------------

PROXY STATEMENT
------------------

This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Lear Seating Corporation ("Lear" or the
"Company") for use in voting at the Annual Meeting of Stockholders (the
"Meeting") to be held at The Management Education Center, Michigan State
University, 811 West Square Lake Road, Troy, Michigan 48098 on Friday, May 5,
1995, at 10:00 a.m. Eastern Time, and at any postponement or adjournment
thereof, for the purposes set forth in the attached notice. This proxy
statement, the attached notice and the enclosed proxy are being sent to
stockholders on or about March 30, 1995.

The Board of Directors does not intend to bring any matters before the
Meeting except those indicated in the Notice of the Meeting and does not know of
any matter which anyone else proposes to present for action at the Meeting. If
any other matters properly come before the Meeting, however, the persons named
in the enclosed proxy, or their duly constituted substitutes acting at the
Meeting, will be authorized to vote or otherwise act thereon in accordance with
their judgment on such matters.

If proxies are properly dated, executed and returned, the shares they
represent will be voted at the Meeting in accordance with the instructions of
the stockholder. If no specific instructions are given, the shares will be voted
FOR the election of the nominees for director set forth herein and FOR the
ratification of the appointment of Arthur Andersen LLP as independent auditors
for the Company in 1995.

A stockholder giving a proxy has the power to revoke it at any time prior
to its exercise by voting in person at the Meeting, by giving written notice to
the Secretary of the Company prior to the Meeting, or by giving a later dated
proxy. Attendance at the Meeting will not automatically revoke a proxy, but a
stockholder in attendance may request a ballot and vote in person, thereby
revoking a previously granted proxy.

The solicitation of proxies from the stockholders is being made by the
Board of Directors and management of the Company, and the cost of solicitation,
including the cost of preparing and mailing the Proxy Statement, Proxy, Notice
of Annual Meeting and Annual Report, is being paid for by the Company. In
addition to solicitation by mail, the Company will request banks, brokers and
other custodian nominees and fiduciaries to supply proxy material to the
beneficial owners of Common Stock of whom they have knowledge, and may reimburse
them for their expenses in so doing.
<PAGE> 4

RECORD DATE, OUTSTANDING SHARES, REQUIRED VOTE AND
HOLDINGS OF CERTAIN STOCKHOLDERS

RECORD DATE AND OUTSTANDING SHARES

At the close of business on March 13, 1995, the record date fixed for the
determination of stockholders entitled to notice of and to vote at the Meeting,
there were outstanding 46,078,048 shares of the Company's common stock, par
value $0.01 per share ("Common Stock"), the only class of voting securities
outstanding. Only the record holders of Common Stock as of the close of business
on March 13, 1995 will be entitled to vote. The presence at the Meeting, in
person or by proxy, of stockholders entitled to cast a majority of the votes
which all stockholders are entitled to cast will constitute a quorum. Each share
of Common Stock is entitled to one vote, without cumulation, on each matter to
be voted upon at the Meeting. See "Election of Directors" and "Ratification of
Appointment of Independent Auditors."

REQUIRED VOTE

Only votes cast in person at the Meeting or by proxy received by the
Company before commencement of the Meeting will be counted at the Meeting. The
three directors to be elected at the Meeting will be elected by a plurality of
the votes cast by the stockholders present at the Meeting in person or by proxy
and entitled to vote. The ratification of the appointment of the Company's
independent auditors will become effective only upon the affirmative vote of
stockholders owning in the aggregate at least a majority of the Company's
outstanding shares of Common Stock present at the Meeting in person or by proxy
and entitled to vote.

With regard to the election of directors, votes may be cast for or withheld
from each nominee. Votes that are withheld will have no effect on the outcome of
the election because directors will be elected by a plurality of votes cast. An
abstention may be specified on the proposal to ratify the appointment of
independent auditors. An abstention will be counted as present for purposes of
determining the existence of a quorum on such proposal and, therefore, have the
effect of a negative vote.

Under the rules of the New York Stock Exchange, brokers who hold shares in
street name have the authority to vote on certain routine matters on which they
have not received instructions from beneficial owners. Brokers holding shares of
Common Stock in street name who do not receive instructions are entitled to vote
on the election of directors and the ratification of the appointment of
independent auditors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the close of business on March 13,
1995, certain information with respect to the beneficial ownership of Common
Stock by (i) each director of the Company, (ii) the Chief Executive Officer and
the other four most highly compensated executive officers of Lear whose
compensation exceeded $100,000 in the Company's last completed fiscal year
(collectively, the "named executive officers"), (iii) all executive officers and
directors as a group and (iv) each stockholder who is known to the Company to be
the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), of more than 5% of the outstanding
Common Stock. Each of the persons listed below has sole voting and investment
power with respect to such shares, unless otherwise indicated.

<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE
OF COMMON STOCK OF
OWNED BENEFICIALLY COMMON STOCK
------------------ ------------
<S> <C> <C>
Lehman Funds(1).............................................. 25,958,724 56.3%
FIMA Finance Management Inc.(2).............................. 5,510,044 12.0
Goldman, Sachs & Co.......................................... 3,428,500(3) 7.4
Kenneth L. Way(4)(5)......................................... 573,969(6) 1.2
Robert E. Rossiter(4)(5)..................................... 338,877(7) *
James H. Vandenberghe(5)..................................... 219,906(8) *
James A. Hollars(5).......................................... 210,243(9) *
Barthold H. Hoemann(5)....................................... 15,310 *
Robert W. Shower(4).......................................... 5,000 *
Larry W. McCurdy(4).......................................... 2,000 *
Total Executive Officers and Directors as a group (12
individuals)............................................... 1,689,143(10) 3.6
</TABLE>

- -------------------------
* Less than 1%

2
<PAGE> 5

(1) The number of shares beneficially owned by the Lehman Funds includes
9,324,051 shares of Common Stock owned by Lehman Brothers Merchant Banking
Portfolio Partnership L.P. and 6,337,584 shares of Common Stock owned by
Lehman Brothers Capital Partners II, L.P. (each located at Three World
Financial Center, New York, New York 10285); and 2,563,440 shares of Common
Stock owned by Lehman Brothers Offshore Investment Partnership L.P. and
7,733,649 shares of Common Stock owned by Lehman Brothers Offshore
Investment Partnership -- Japan L.P. (each located at Clarendon House,
Church Street, Hamilton HMCX, Bermuda). Lehman Brothers Merchant Banking
Partners Inc. and Lehman Brothers II Investment Inc. are the general
partners of Lehman Brothers Merchant Banking Portfolio Partnership L.P. and
Lehman Brothers Capital Partners II, L.P., respectively, and Lehman
Brothers Offshore Partners Ltd. is the general partner of Lehman Brothers
Offshore Investment Partnership -- Japan L.P. and Lehman Brothers Offshore
Investment Partnership L.P. Each such general partner may be deemed to own
beneficially the shares directly owned by the entity of which it is the
general partner. Each such general partner is an indirect wholly-owned
subsidiary of Lehman Brothers Group Inc., which is a wholly-owned
subsidiary of Lehman Brothers Holdings Inc. Each of the partnerships may be
deemed to share with Lehman Brothers Merchant Banking Partners Inc. the
power to vote and the power to dispose of shares owned by such partnership.
The address of Lehman Brothers Merchant Banking Partners Inc. is Three
World Financial Center, New York, New York 10285.

(2) FIMA Finance Management, Inc. ("FIMA") is a wholly-owned subsidiary of EXOR
Group S.A. ("EXOR Group") (formerly IFINT S.A.). EXOR Group, a Luxembourg
corporation, is the international investment holding company of IFI S.p.A.,
the parent company of the Agnelli Group. The address of FIMA is Wickam's
Cay, Road Town, Tortola, British Virgin Islands.

(3) The Company has been informed that, except for 1,000 shares, these shares
are held by Goldman, Sachs & Co. ("Goldman Sachs") for the benefit of
investment advisory accounts. Goldman Sachs and The Goldman Sachs Group,
L.P. ("GS Group"), the parent holding company for Goldman Sachs, have
shared voting power with respect to 2,963,200 shares of Common Stock and
shared dispositive power with respect to 3,428,500 shares of Common Stock.
Goldman Sachs and GS Group and their affiliates disclaim beneficial
ownership of shares held for the benefit of investment advisory accounts.
The address of Goldman Sachs and GS Group is 85 Broad Street, New York, New
York 10004.

(4) The individual is a director of the Company.

(5) The individual is a named executive officer of the Company.

(6) Includes 388,245 shares of Common Stock issuable under currently
exercisable options.

(7) Includes 232,947 shares of Common Stock issuable under currently
exercisable options.

(8) Includes 147,543 shares of Common Stock issuable under currently
exercisable options.

(9) Includes 147,543 shares of Common Stock issuable under currently
exercisable options.

(10) The number of shares includes 1,129,821 shares of Common Stock issuable
under currently exercisable options, but excludes 799,557 shares of Common
Stock issuable upon exercise of options granted pursuant to the 1992 Stock
Option Plan and 175,000 shares of Common Stock issuable upon exercise of
options granted pursuant to the 1994 Stock Option Plan. See "Certain
Transactions -- Management Equity Participation" below.
- ------------------------

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and directors and persons who own more than ten
percent of a registered class of the Company's equity securities (collectively,
the "reporting persons") to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and to furnish the Company with
copies of these reports. Based on the Company's review of the copies of these
reports received by it, and written representations received from reporting
persons with respect to the filing of Form 5, the Company believes that all
filings required to be made by the reporting persons for the period April 6,
1994 to December 31, 1994 were made on a timely basis, except all the executive
officers and directors at the time of the initial public offering of the
Company's Common Stock on April 6, 1994, excluding Mr. Botta, filed their
Initial Statement of Beneficial Ownership of Securities on Form 3 after, but
within two days of, the required date of filing. Mr. Botta filed his Form 3 six
days after the required date of filing.

3
<PAGE> 6

ELECTION OF DIRECTORS

The Company has a classified Board of Directors consisting of three
classes. At each annual meeting of stockholders, directors are elected for a
full term of three years to succeed those directors whose terms are expiring.

At the Meeting, the stockholders will elect three directors to hold office,
subject to the provisions of the Company's By-laws, until the Annual Meeting of
Stockholders in 1998 and until their successors shall have been duly elected and
qualified. Unless contrary instructions are given, the shares represented by the
enclosed proxy will be voted FOR the election of Messrs. Way, McCurdy, and
Fried, the nominees set forth below. Proxies cannot be voted for a greater
number of directors than the number of nominees named.

Messrs. Way, McCurdy, and Fried have consented to being named in this proxy
statement and to serve if elected. However, if any nominee at the time of his
election is unable or unwilling to serve or is otherwise unavailable for
election and, as a result, another nominee is designated by the Board of
Directors, the persons named in the enclosed proxy, or their substitutes, will
have discretion and authority to vote or refrain from voting for such nominee in
accordance with their judgment.

The nominees for election as director, together with certain information
about them, are contained below.

<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE POSITION
------------------------------- --- -------- --------------------------
<S> <C> <C> <C>
Kenneth L. Way................. 55 1988 Chairman of the Board and
Chief Executive Officer
Larry W. McCurdy............... 59 1988 Director
Eliot M. Fried................. 62 1993 Director
</TABLE>

Kenneth L. Way. Mr. Way was elected to and has held the position of
Chairman of the Board and Chief Executive Officer of the Company since 1988.
Prior to this time he served as Corporate Vice President, Automotive Group for
Lear Siegler, Inc. ("LSI") since October 1984. During the previous six years,
Mr. Way was President of LSI's General Seating Division. Before this position,
he was President of LSI's Metal Products Division in Detroit for three years.
Other positions held by Mr. Way during his 29 years with LSI include
Manufacturing Manager of the Metal Products Division and Manager of Production
Control for the Automotive Division in Detroit. Mr. Way also serves as a
director of Hayes Wheels International Incorporated.

Larry W. McCurdy. Mr. McCurdy became a Director of the Company in 1988. Mr.
McCurdy was named Executive Vice President, Operations of Cooper Industries in
April 1994. Prior to this time, Mr. McCurdy was the President and Chief
Executive Officer of Moog Automotive, Inc. since November 1985, and prior
thereto President and Chief Operating Officer of Echlin, Inc. ("Echlin"), since
August 1983, after serving as Vice President of Finance from February 1983.
Prior to joining Echlin, he served in various managerial positions with Tenneco,
Inc. He was formerly Chairman of the Board of Directors of the Motor and
Equipment Manufacturing Association (MEMA). Mr. McCurdy also serves as a
director of Mohawk Industries, Inc., Breed Technologies, Inc. and as a trustee
of Millikin University.

Eliot M. Fried. Mr. Fried became a Director of the Company on December 31,
1993, upon consummation of the merger of Lear Holdings Corporation ("Holdings")
into Lear Seating Corporation (the "Merger"). From September 1991 until the
Merger, Mr. Fried was a Director of Holdings. He has been a Managing Director of
Lehman Brothers Inc., an affiliate of the Lehman Funds, for more than five
years. Mr. Fried is a director of Bridgeport Machines, Inc., Energy Ventures
Corporation, Sun Distributors, L.P., Vernitron, Inc., American Marketing
Industries Holdings Inc. and Walter Industries, Inc.

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF
ITS NOMINEES TO SERVE ON THE COMPANY'S BOARD OF DIRECTORS.

4
<PAGE> 7

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names, ages and positions with the
Company of the Company's directors and executive officers, other than Messrs.
Way, McCurdy and Fried who are identified in the section entitled "Election of
Directors."

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------------------ --- ----------------------------------
<S> <C> <C>
Robert E. Rossiter(a)........................... 49 President, Chief Operating Officer
and Director
James H. Vandenberghe........................... 45 Executive Vice President and Chief
Financial Officer
James A. Hollars................................ 50 President -- International
Operations
Barthold H. Hoemann............................. 56 President -- Ford Division
Donald J. Stebbins.............................. 37 Vice President, Treasurer and
Assistant Secretary
Joseph F. McCarthy.............................. 51 Vice President, Secretary and
General Counsel
Gerald G. Harris................................ 61 President -- GM Division
Terrence E. O'Rourke............................ 48 President -- Chrysler Division
Randal T. Murphy................................ 60 President -- BMW Division
Richard N. Hodgson.............................. 47 President -- Components Division
Jeffrey P. Hughes(b)............................ 54 Director
David P. Spalding(b)............................ 40 Director
James A. Stern(b)............................... 44 Director
Robert W. Shower(a)............................. 57 Director
Gian Andrea Botta(b)............................ 41 Director
Alan H. Washkowitz(a)........................... 54 Director
</TABLE>

- -------------------------
(a) Messrs. Rossiter, Shower and Washkowitz terms as directors expire in 1996.

(b) Messrs. Botta, Spalding, Hughes and Stern terms as directors expire in 1997.

Robert E. Rossiter. Mr. Rossiter became President of the Company in 1984
and a Director and the Chief Operating Officer of the Company in 1988. He joined
LSI in 1971 in the Material Control Department of the Automotive Division, then
joined the Metal Products Division of LSI as Production Control Manager, and
subsequently moved into sales and sales management. In 1979, he joined the
General Seating Division as Vice President of Sales and worked in that position,
as well as Vice President of Operations, until 1984.

James H. Vandenberghe. Mr. Vandenberghe is currently Executive Vice
President and Chief Financial Officer of the Company. Mr. Vandenberghe
previously served as Senior Vice President -- Finance, Secretary and Chief
Financial Officer of the Company since 1988. He was appointed Executive Vice
President of the Company in 1993. He joined LSI's Automotive Division in 1973 as
a financial analyst and was promoted to positions at the Metal Products Division
and the Automotive Group office, and in 1978 was named the Vice President --
Finance for the Plastics Division. In 1983, Mr. Vandenberghe was appointed Vice
President -- Finance for the General Seating Division. Prior to 1988, Mr.
Vandenberghe had been responsible for project management, United States
operations, and international operations of the Company.

James A. Hollars. Mr. Hollars is currently President -- International
Operations of the Company. He was promoted to this position in 1994. Prior to
serving in this position, he was Senior Vice President -- International
Operations of the Company since 1993. He was previously promoted to Vice
President -- International upon the sale of LSI's Power Equipment Division to
Lucas Industries in 1988. Mr. Hollars joined LSI's Metal Products Division in
1973 as the Manufacturing Manager and later served as Vice President --
Manufacturing for its No-Sag Spring Division. In 1979, he was named President of
the Foam Products Division and was subsequently promoted to President at the
Anchorlok Division in 1985 and the Power Equipment Division in 1986.

5
<PAGE> 8

Barthold H. Hoemann. Mr. Hoemann is President -- Ford Division of the
Company. He was promoted to this position in 1994. Prior to serving in this
position he was Senior Vice President -- North American JIT Operations since
1993. Previously he served as Vice President -- Component Operations for the
Company in 1992 and 1993 and as Vice President and General Manager for Lear's
subsidiary, Lear Plastics Corporation, in 1991 and 1992. From 1988 until 1991,
Mr. Hoemann was the Chief Executive Officer of Peerless Corporation. Mr. Hoemann
has over 30 years experience as a senior manager and officer in manufacturing
companies such as the AC Spark Plug Division of General Motors and the Plastics
and Peerless Divisions of LSI.

Donald J. Stebbins. Mr. Stebbins is currently Vice President, Treasurer and
Assistant Secretary of the Company. He joined the Company in June 1992 from
Bankers Trust Company, New York, where he was Vice President for four years.
Prior to his tenure at Bankers Trust Company, Mr. Stebbins held positions at
Citibank, N.A. and The First National Bank of Chicago.

Joseph F. McCarthy. Mr. McCarthy was elected Vice President, Secretary and
General Counsel of Lear in April 1994. Prior to joining Lear, Mr. McCarthy
served as Vice President -- Legal and Secretary for both Hayes Wheels
International, Inc. and Kelsey-Hayes Company. Prior to joining Hayes Wheels
International, Inc. and Kelsey-Hayes Company, Mr. McCarthy was a partner in the
law firm of Kreckman & McCarthy from 1973 to 1983.

Gerald G. Harris. Mr. Harris is President -- GM Division of the Company. He
was promoted to this position in November 1994. Prior to serving in this
position, he was Vice President and General Manager -- GM Operations since March
1994. Previously, Mr. Harris served as Director -- Ford Business Unit from March
1992 to March 1994, Director of Sales from August 1990 to March 1992 and Sales
Manager from January 1989 to August 1990.

Terrence E. O'Rourke. Mr. O'Rourke is President -- Chrysler Division of the
Company. He was promoted to this position in November 1994. Prior to serving in
this position, he was Director -- Strategic Planning since October 1994. Prior
to joining Lear, Mr. O'Rourke was employed by Ford Motor Company as Supply
Manager -- Climate Control Department from 1992 and Procurement Operations
Manager from 1988.

Randal T. Murphy. Mr. Murphy is President -- BMW Division of the Company.
He was promoted to this position in November 1994. Prior to serving in this
Position, he was Vice President and General Manager -- Chrysler/BMW Operations
since March 1994. Previously he served as Director -- JIT Operations from 1993
and Vice President -- Product Engineering from 1980.

Richard N. Hodgson. Mr. Hodgson is President -- Components Division of the
Company. He was promoted to this position in November 1994. Prior to serving in
this position, he was Vice President -- Component Operations since April 1993.
Previously he served as Plant Manager for Lear's subsidiary, Lear Seating Canada
Ltd., from 1982.

Jeffrey P. Hughes. Mr. Hughes became a Director of the Company in September
1991. Mr. Hughes left Lehman Brothers Inc. to become Vice Chairman of The
Cypress Group Inc. in 1994. Prior to this time, he was a Managing Director of
Lehman Brothers Inc. for more than five years, and is a director of Sun
Distributors, L.P. and Parisian, Inc.

David P. Spalding. Mr. Spalding became a Director of the Company in
September 1991. Mr. Spalding left Lehman Brothers Inc. to become Vice Chairman
of The Cypress Group Inc. in 1994. Prior to this time, he was a Managing
Director of Lehman Brothers Inc. from February 1991. Previously, he held the
position of Senior Vice President of Lehman Brothers Inc. from September 1988 to
February 1991. From April 1987 to September 1988, he was Senior Vice President
of General Electric Capital Corporation Corporate Finance Group, Inc. Prior to
1987 he was Vice President of The First National Bank of Chicago. Mr. Spalding
is a director of Parisian, Inc., American Marketing Industries Holdings Inc. and
SLB/GP Inc.

James A. Stern. Mr. Stern became a Director of the Company on December 31,
1993, upon consummation of the Merger. From September 1991 until the Merger, Mr.
Stern was a Director of Holdings. Mr. Stern left Lehman Brothers Inc. to become
Chairman of The Cypress Group Inc. in 1994. Prior to this

6
<PAGE> 9

time, he was a Managing Director of Lehman Brothers Inc. for more than five
years. He is also a director of K&F Industries Inc., American Marketing
Industries Holdings Inc., Infinity Broadcasting Corporation, R.P. Scherer
Corporation and Noel Group, Inc.

Robert W. Shower. Mr. Shower became a Director of the Company on December
31, 1993, upon consummation of the Merger. From November 1991 until the Merger,
Mr. Shower was a Director of Holdings. Mr. Shower was appointed Senior Vice
President and Chief Financial Officer of Seagull Energy Corporation in March
1992, elected a director in May 1992 and named Executive Vice President in 1994.
Prior thereto, he served as Senior Vice President of Finance and CFO at
AmeriServ in 1990 and 1991 and as a Managing Director of Corporate Finance with
Lehman Brothers Inc. from 1986 to 1990. From 1964 to 1986, Mr. Shower served in
a variety of financial executive positions with The Williams Companies where he
was a member of the Board of Directors and Executive Vice President of Finance
and Administration from 1977 to 1986. Mr. Shower is a member of the Board of
Directors of Seagull Energy Corporation.

Gian Andrea Botta. Mr. Botta became a Director of the Company on December
31, 1993, upon consummation of the Merger. Prior to the Merger, Mr. Botta was a
Director of Holdings since 1993. Mr. Botta has been President of EXOR America
Inc., an affiliate of FIMA, since February 1994 and previously was President of
IFINT-USA Inc., an affiliate of FIMA, since 1993 and was Vice President of
Acquisitions of IFINT-USA Inc. for more than five years prior thereto. Mr. Botta
is a member of the Board of Directors of ICF International and Chartwell Re
Corporation, and a Trustee of Corporate Property Investors.

Alan H. Washkowitz. Mr. Washkowitz became a director of the Company in
1994. Mr. Washkowitz has been a Managing Director of Lehman Brothers Inc. or its
predecessors since 1978. Mr. Washkowitz also serves as a director of K & F
Industries, Inc., Illinois Central Corporation and McBrides, Ltd.

Directors who are not employees of the Company, Lehman Brothers Inc. or The
Cypress Group Inc. receive a fee of $20,000 per annum plus $1,000 for each
meeting of the Board of Directors or any committee thereof that they attend.
Directors are also reimbursed for their expenses incurred in attending meetings.
In addition, directors of the Company are eligible to receive grants of stock
options under the 1994 Stock Option Plan. In 1994, Messrs. Shower and McCurdy
were each awarded options to purchase 10,000 shares of Common Stock under the
1994 Stock Option Plan. These options generally vest and become exercisable in
April 1997 and have an exercise price of $15.50 per share.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors has established permanent Audit, Compensation and
Executive committees. The membership of each of these committees is determined
from time to time by the Board of Directors and, to date, only outside directors
have served on the Audit Committee and the Compensation Committee. The Audit
Committee, which held two meetings during 1994, consists of Messrs. Shower and
McCurdy, with Mr. Shower serving as Chairman. The Compensation Committee, which
held no meetings during 1994, consists of Messrs. Spalding, Hughes and McCurdy,
with Mr. Spalding serving as Chairman. The Executive Committee, which held three
meetings during 1994, consists of Messrs. Stern, Spalding, Hughes, Way and
Rossiter, with Mr. Stern serving as Chairman.

The responsibilities of the Audit Committee are: (i) to participate with
management of the Company in selecting and recommending to the Board of
Directors the independent accounting firm to be retained to conduct the annual
audit of the Company; (ii) to review with management and auditors annually the
proposed scope of the independent audit; (iii) to review the non-audit services
performed by the independent auditors to ensure that performance of such
services does not impair the independence of the auditors; (iv) to review with
management the periodic examinations made by regulatory authorities and any
replies required in connection with such examinations; (v) to review with
management at least annually the role and scope of the work performed by the
Company's internal auditors; (vi) to review the periodic summary reports of
audits performed by the internal auditors; and (vii) and to advise the Board of
Directors on any developments which the Audit Committee believes should be
considered by the Board of Directors.

7
<PAGE> 10

The Compensation Committee reviews and approves salaries and other
entitlements relating to compensation of the executive officers of the Company
and administers the Company's stock option plans. The Compensation Committee
also approves the Company's compensation policies and compensation programs.
Prior to the Company's initial public offering of Common Stock, the Compensation
Committee approved bonuses and option grants for the previous fiscal year by
unanimous written consent. For the current fiscal year, the Compensation
Committee has already held a meeting to discuss bonuses for the last fiscal year
as well as option grants and certain nonfinancial criteria upon which the
bonuses for the current fiscal year will be based.

The Executive Committee may exercise certain powers of the Board of
Directors in the general supervision and control of the business and affairs of
the Company.

The Company's Board of Directors met five times during fiscal 1994. Four
members of the Board of Directors participated in fewer than 75% in the
aggregate of the total number of meetings of the Board of Directors and the
total number of meetings held by all committees on which such director served.
Mr. McCurdy attended 71% in the aggregate of the meetings of the Board of
Directors and the Audit Committee. Messrs. Hughes and Stern attended 62.5% in
the aggregate of the meetings of the Board of Directors and the Executive
Committee, although both attended 100% of the meetings of the Board of
Directors. Mr. Botta attended 60% of the meetings of the Board of Directors.

8
<PAGE> 11

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth annual and long-term compensation for the
Company's Chief Executive Officer and the Company's four other most highly
compensated officers whose salary and bonus exceeded $100,000 in the fiscal year
ended December 31, 1994 (collectively, the "named executive officers"), as well
as certain other compensation information for the named executive officers
during the fiscal periods indicated.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION(4)
------------------------------------------------
AWARDS
-----------------------
ANNUAL COMPENSATION SECURITIES PAYOUTS
---------------------------------------------- UNDERLYING ----------------------
OTHER ANNUAL RESTRICTED OPTIONS/ LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION STOCK SARS PAYOUTS COMPENSATION
PRINCIPAL POSITIONS PERIOD(1) ($) ($)(2) ($)(3) AWARDS (#) (#) ($) ($)
- -------------------------- --------- -------- -------- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kenneth L. Way............ 1994 $502,000 $830,000 830,000 46,000 $ 18,128(5)
Chairman of the Board 6 months 237,000 237,500 $ 5,000(5)
and Chief Executive FY1993 462,000 450,000 181,500 9,000(5)
Officer FY1992 452,000 315,000
Robert E. Rossiter........ 1994 365,000 585,000 27,000 21,163(6)
President, Chief 6 months 173,000 172,500 830,000 3,000(6)
Operating Officer and FY1993 335,000 325,000 115,500 5,000(6)
Director FY1992 325,000 220,000
James H. Vandenberghe..... 1994 261,000 375,000 18,000 10,865(7)
Executive Vice President 6 months 123,000 127,500 277,000 3,000(7)
and Chief Financial FY1993 223,000 175,000 85,800 5,000(7)
Officer FY1992 218,000 120,000
James A. Hollars.......... 1994 230,000 150,000 14,000 10,726(8)
President -- 6 months 127,000 68,000 277,000 3,000(8)
International Operations FY1993 230,000 125,000 66,000 3,000(8)
FY1992 208,000 100,000
Barthold H. Hoemann....... 1994 200,000 176,000 14,000 20,225(9)
President -- Ford 6 months 95,000 76,000 49,500 2,000(9)
Division FY1993 171,000 105,000 72,600 4,000(9)
FY1992 148,000 75,000
</TABLE>

- -------------------------
(1) The Company changed its fiscal year end from June 30 to December 31,
effective December 31, 1994. The six-month period listed is the six months
ended December 31, 1993 and the fiscal years are the fiscal years ended
December 31, 1994, June 30, 1993 and 1992.

(2) Pursuant to the Company's Senior Executive Incentive Compensation Plan, the
Company awards annual bonuses to its executive officers based on the
attainment of financial and nonfinancial objectives. All bonuses set forth
in this column were awarded pursuant to the Senior Executive Incentive
Compensation Plan, except that Messrs. Way, Rossiter and Vandenberghe
received additional bonuses for 1994 of $300,000, $200,000 and $103,000
respectively. Such additional bonuses were based on criteria similar to that
considered under the Senior Executive Incentive Compensation Plan. For a
description of the Senior Executive Incentive Compensation Plan and the
criteria used for the determination of awards thereunder, see "Compensation
Committee Report -- Annual Incentives."

(3) Consists of one-time payments for past services.

(4) The Company does not have restricted stock award plans or long-term
incentive plans and has not granted stock appreciation rights ("SARs").

(5) Represents 401(k) plan matching contributions of $1,150, $575 and $1,150,
for 1994, the six months ended December 31, 1993, and the fiscal year ended
June 30, 1993, respectively; life insurance premiums paid by the Company of
$8,798, $4,425 and $7,850, for 1994, the six months ended December 31, 1993
and the fiscal year ended June 30, 1993, respectively; and a payment of
$8,180 for expenses related to financial planning in 1994.

(6) Represents 401(k) plan matching contributions of $1,150, $575 and $1,150,
for 1994, the six months ended December 31, 1993, and the fiscal year ended
June 30, 1993, respectively; life insurance premiums paid by the Company of
$3,653, $2,425 and $3,850, for 1994, the six months ended December 31, 1993
and the fiscal year ended June 30, 1993, respectively; and a payment of
$16,360 for expenses related to financial planning in 1994.

(7) Represents 401(k) plan matching contributions of $1,150, $575 and $1,150,
for 1994, the six months ended December 31, 1993, and the fiscal year ended
June 30, 1993, respectively; life insurance premiums paid by the Company of
$1,535, $2,425 and $3,850, for 1994, the six months ended December 31, 1993
and the fiscal year ended June 30, 1993, respectively; and a payment of
$8,180 for expenses related to financial planning in 1994.

(8) Represents 401(k) plan matching contributions of $1,150, $575 and $1,150,
for 1994, the six months ended December 31, 1993, and the fiscal year ended
June 30, 1993, respectively; life insurance premiums paid by the Company of
$2,306, $2,425 and $1,850, for 1994, the six months ended December 31, 1993
and the fiscal year ended June 30, 1993, respectively; and a payment of
$7,270 for expenses related to financial planning in 1994.

(9) Represents 401(k) plan matching contributions of $1,150, $575 and $1,150,
for 1994, the six months ended December 31, 1993, and the fiscal year ended
June 30, 1993, respectively; life insurance premiums paid by the Company of
$4,535, $1,425 and $2,850, for 1994, the six months ended December 31, 1993
and the fiscal year ended June 30, 1993, respectively; and a payment of
$14,540 for expenses related to financial planning in 1994.

9
<PAGE> 12

OPTION GRANTS IN LAST FISCAL YEAR

The following table provides information, with respect to the named
executive officers of the Company, concerning the grants of options during the
fiscal year ended December 31, 1994, and the potential value of unexercised
options on an aggregated basis.

OPTION GRANTS IN THE LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
AT ASSUMED ANNUAL
NUMBER OF RATES
SECURITIES % OF TOTAL OF STOCK PRICE
UNDERLYING OPTIONS APPRECIATION
OPTIONS GRANTED TO EXERCISE FOR OPTION TERM
GRANTED EMPLOYEES IN PRICE EXPIRATION ----------------------
NAME (#)(1) FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
- ----------------------------- ---------- ------------ --------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Kenneth L. Way............... 46,000 9.2% $ 15.50 4-6-2004 $448,402 $1,136,338
Robert E. Rossiter........... 27,000 5.4 15.50 4-6-2004 263,192 666,981
James H. Vandenberghe........ 18,000 3.6 15.50 4-6-2004 175,462 444,654
James A. Hollars............. 14,000 2.8 15.50 4-6-2004 136,470 345,842
Barthold H. Hoemann.......... 14,000 2.8 15.50 4-6-2004 136,470 345,842
</TABLE>

- -------------------------
(1) For a discussion of the terms of the options granted, see "Executive
Compensation -- 1994 Stock Option Plan" below.

The following table provides information, with respect to the named
executive officers, concerning the exercise or settlement of stock options
during the fiscal year ended December 31, 1994, and unexercised stock options
held as of December 31, 1994.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
VALUE DECEMBER 31, 1994 AT DECEMBER 31, 1994(1)
SHARES ACQUIRED REALIZED ------------------------- -------------------------
NAME ON EXERCISE (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- --------------------------------- --------------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Kenneth L. Way................... -- -- 388,245/227,500 $ 7,167,003/2,872,625
Robert E. Rossiter............... -- -- 232,947/142,500 4,300,202/1,818,375
James H. Vandenberghe............ -- -- 147,543/103,800 2,723,644/1,342,050
James A. Hollars................. -- -- 147,543/80,000 2,723,644/1,033,000
Barthold H. Hoemann.............. -- -- 0/136,100 0/2,007,975
</TABLE>

- -------------------------
(1) Based on a closing price of $19.75 per share on December 31, 1994 as
reported by the New York Stock Exchange.

PENSION PLAN AND BENEFITS

The executive officers (as well as other employees of Lear) participate in
the Lear Seating Corporation (LSC) Pension Plan (the "Pension Plan"). The
Pension Plan is a qualified pension plan under the Internal Revenue Code, which
is integrated with Social Security benefits. Any active employee of Lear who was
a participant in the Lear Siegler Diversified Holding Corp. Pension Plan on
September 29, 1988, is eligible to participate, and each other eligible employee
(non-union employees not covered by another pension plan or hourly 401(k) plan
and certain union employees) becomes a participant on the July 1st or January
1st following completion of one year of service. The benefits are funded by
employer contributions that are determined under accepted actuarial principals
and applicable Federal tax law.

The Pension Plan contains three sets of benefit provisions: the Lear
provisions, the Fabricated Products Operations ("FPO") provisions, and the
Progress Pattern provisions. The Lear provisions are the principal provisions of
the Pension Plan (see below). The FPO and Progress Pattern provisions are
grandfathering

10
<PAGE> 13

provisions carried forward from the Lear Siegler Diversified Holdings Corp.
Pension Plan, and apply to those participants who were covered by such
provisions of that plan.

Under the Lear formula, pension benefits are based on a participant's
"final average earnings," which is the average compensation for the highest five
consecutive calendar year earnings of the last 15 years of employment.
Compensation includes all cash compensation reported for federal income tax
purposes excluding sales incentive bonuses. Assuming retirement at age 65, the
annual retirement benefit (based on a life annuity) is equal to the greater of:

a. 1.10% times final average earnings times years of credited service
(to a maximum of 30 years) plus 0.65% times final average earnings in
excess of covered compensation times credited service (to a maximum of 30
years), or

b. $177.00 times years of credited service.

Covered compensation is a 35 year average of the Social Security Taxable
Wage Base as defined in I.R.S. Notice 89-70.

Participants who are former FPO employees (as of December 31, 1985), or are
former employees of Progress Pattern Corporation (as of November 30, 1984), are
eligible to have their pension determined through the application of a floor
provision, which guarantees a minimum pension benefit. Pension benefits will be
calculated in two ways, using first the new Pension Plan formula, and then using
the floor provision. If the pension benefits are greater by applying the floor
provision, then the participants will receive benefits under the floor
provision.

Assuming retirement at age 65, by applying the floor provision the benefit
will be:

a. 0.8% times final average earnings times years of credited service
plus

b. 0.65% times final average earnings in excess of $10,000 times years
of credited service (to a maximum of 35 years).

Participants formerly covered by the Progress Pattern provisions were
covered by the FPO provisions on and after October 1, 1989.

The benefits under the Pension Plan become vested if a participant was
fully vested in the Lear Siegler Diversified Holdings Corp. Pension Plan, or
upon the attainment of five years of combined vesting service under the Lear
Siegler Diversified Holdings Corp. Pension Plan, and the Pension Plan, or upon
completion of five years of service.

The following table indicates estimated annual benefits payable upon normal
retirement at age 65, based on a life annuity for various compensation levels
and years of service classification, under the Lear provisions.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE*
COVERED ---------------------------------------------------
ANNUAL SALARY COMPENSATION 10 15 20 25 30
- ----------------------------------- ------------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
$200,000........................... $ 60,600 $22,311 $33,467 $44,622 $55,778 $66,933
250,000........................... 60,600 22,311 33,467 44,622 55,778 66,933
300,000........................... 60,600 22,311 33,467 44,622 55,778 66,933
350,000........................... 60,600 22,311 33,467 44,622 55,778 66,933
400,000........................... 60,600 22,311 33,467 44,622 55,778 66,933
450,000........................... 60,600 22,311 33,467 44,622 55,778 66,933
500,000........................... 60,600 22,311 33,467 44,622 55,778 66,933
</TABLE>

- -------------------------
* The maximum annual retirement benefit under the Pension Plan for 1994 is
$118,800 and the maximum annual compensation which can be considered in the
determination of average compensation for 1994 is $150,000.

11
<PAGE> 14

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE*
---------------------------------------------------------------
ANNUAL SALARY 10 15 20 25 30
- --------------------------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$200,000......................... $21,100 $31,650 $42,200 $52,750 $63,300
250,000......................... 21,100 31,650 42,200 52,750 63,300
300,000......................... 21,100 31,650 42,200 52,750 63,300
350,000......................... 21,100 31,650 42,200 52,750 63,300
400,000......................... 21,100 31,650 42,200 52,750 63,300
450,000......................... 21,100 31,650 42,200 52,750 63,300
500,000......................... 21,100 31,650 42,200 52,750 63,300
</TABLE>

Kenneth L. Way, James A. Hollars and Barthold H. Hoemann are covered by the
Lear provisions, and Robert E. Rossiter and James H. Vandenberghe are covered by
the FPO provisions. At age 65, it is estimated that Kenneth L. Way will have 15
years of service with Lear; Robert E. Rossiter will have 21 years; James H.
Vandenberghe will have 25 years; James A. Hollars will have 20 years; and
Barthold H. Hoemann will have 23 years. The average annual compensation for
participants covered by the Lear provisions is substantially similar to the
compensation reported in the Summary Compensation Table. The compensation
covered under the Pension Plan for the fiscal year ended December 31, 1994 was
$150,000 for Robert E. Rossiter and James H. Vandenberghe, both of whom are
covered under the FPO provisions.

The Pension Plan grants credit for all years of pension service with Lear
Siegler Diversified Holdings Corp. and with Lear, and offsets the retirement
benefit payable by the Lear Siegler Diversified Holdings Corp. Pension Plan
against the benefit payable by the Pension Plan.

SUPPLEMENTAL PENSION PLAN

Lear has maintained a supplemental pension plan (the "Supplemental Pension
Plan") originally established for officers of Lear Siegler, Inc. The
Supplemental Pension Plan provides supplemental retirement benefits in excess of
those provided by the Lear and FPO plans previously discussed pursuant to a
formula based on final average compensation and credited years of service.
Employees of Lear who were participants in the Supplemental Pension Plan for
officers of Lear Siegler, Inc. at September 30, 1988 are eligible to participate
in the Supplemental Pension Plan. Mr. Way is the only officer of Lear who is a
participant in the Supplemental Pension Plan. At age 65, Mr. Way will have 30
credited years of service under the Supplemental Pension Plan.

12
<PAGE> 15

The following table indicates estimated supplemental annual benefits
payable upon normal retirement at age 65 based on a life annuity for various
compensation levels and years of service classifications under the Supplemental
Pension Plan provisions:

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE*
--------------------------------------------------------------------
ANNUAL SALARY 10 15 20 25 30
- ------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 300,000..................... $ 29,031 $ 47,876 $ 66,720 $ 85,565 $ 74,409
400,000..................... 49,031 77,876 106,720 135,565 124,409
500,000..................... 69,031 107,876 146,720 185,565 174,409
600,000..................... 89,031 137,876 186,720 235,565 224,409
700,000..................... 109,031 167,876 226,720 285,565 274,409
800,000..................... 129,031 197,876 266,720 335,565 324,409
900,000..................... 149,031 227,876 306,720 385,565 374,409
1,000,000..................... 169,031 257,876 346,720 435,565 424,409
</TABLE>

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Lear established a Supplemental Executive Retirement Plan (the
"Supplemental Executive Retirement Plan") on January 1, 1995 as part of a
Pension Equalization Program. Lear's Pension Plan is subject to rules in the
Internal Revenue Code that restrict the level of retirement income that can be
provided to highly paid executives under the Pension Plan. The purpose of the
Supplemental Executive Retirement Plan is to supplement the pensions of highly
paid executives under the Pension Plan in order to provide them with a level of
retirement income comparable to that of other employees. The benefits under the
Supplemental Executive Retirement Plan are equal to the difference between the
executive's actual vested accrued pension benefit under the Pension Plan and the
benefit under the Pension Plan the executive would have accrued under the
Pension Plan if pension limits on qualified pension plans were disregarded.
Highly compensated executives, whose pensions under the Pension Plan have been
reduced due to limitations on tax qualified pension plans, are eligible to
participate in the Supplemental Executive Retirement Plan.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE
------------------------------------------------------------------------
COVERED
SALARY COMPENSATION 10 15 20 25 30
- ------------------------------ ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 300,000..................... $ 60,600 $ 26,250 $ 39,375 $ 52,500 $ 65,625 $ 78,750
400,000.................... 60,600 43,750 65,625 87,500 109,375 131,250
500,000.................... 60,600 61,250 91,875 122,500 153,125 183,750
600,000.................... 60,600 78,750 118,125 157,500 196,875 236,250
700,000.................... 60,600 96,250 144,375 192,500 240,625 288,750
800,000.................... 60,600 113,750 170,625 227,500 284,375 341,250
900,000.................... 60,600 131,250 196,875 262,500 328,125 393,750
1,000,000.................... 60,600 148,750 223,125 297,500 371,875 446,250
</TABLE>

401(K) SAVINGS PLAN

Lear adopted a plan effective February 1, 1989 pursuant to Section 401(k)
of the Internal Revenue Code (the "401(k) Plan") for non-union employees who
have completed a three month period of service and attained the age of
twenty-one. Under the 401(k) Plan, each eligible employee may elect to defer a
portion of his or her salary each year. The portion deferred will be paid by the
Company to the trustee under the

13
<PAGE> 16

401(k) Plan. Lear makes a matching contribution to the plan each month on behalf
of each participant in an amount equal to 50% of such participant's salary
deferral contributions which are not in excess of 4% of such participant's
compensation, provided however, that the matching contribution for a participant
in any year may not exceed $1,150. Matching contributions become vested under
the 401(k) Plan at a rate of 20% for each full year of service. For the year
ended December 31, 1994, each of the named executive officers of the Company
received the maximum matching contribution under the plan of $1,150.

1988 STOCK OPTION PLAN

Under a stock option plan dated September 29, 1988 (the "1988 Stock Option
Plan"), the Company had outstanding, as of March 1, 1995, options to purchase
2,013,018 shares of Common Stock, which are held by certain management
investors. All of these outstanding options are fully vested and are exercisable
at $1.29 per share.

1992 STOCK OPTION PLAN

The Company has adopted the 1992 Stock Option Plan (the "1992 Stock Option
Plan"), pursuant to which management employees are eligible to receive awards of
stock options. The 1992 Stock Option Plan is administered by the Compensation
Committee of the Company's Board of Directors. Subject to the terms of the 1992
Stock Option Plan, the Committee selects the management employees eligible to
receive awards under the 1992 Stock Option Plan, determines the size of the
awards granted thereunder, and administers and interprets the plan.

Under the 1992 Stock Option Plan, the Company has outstanding options to
purchase 1,914,000 shares of Common Stock, which are held by certain management
personnel. All of these outstanding options are fully vested and generally
become exercisable at $5.00 per share as of September 28, 1996. However, if an
option holder's employment with the Company terminates prior to September 28,
1996, other than by reason of retirement, death or disability, such holder's
options will not become exercisable until September 1, 2001. Options held by a
holder retiring prior to September 28, 1996 will become exercisable on the
earlier of two years from the date of retirement or September 28, 1996. If an
option holder's employment terminates due to death or disability prior to
September 28, 1996, such holder's options will become exercisable on September
28, 1996 and remain so for 90 days thereafter.

1994 STOCK OPTION PLAN

The Company has adopted the 1994 Stock Option Plan (the "1994 Stock Option
Plan"), pursuant to which directors, officers and employees of the Company and
other individuals who are primarily responsible for the management and success
of the Company are entitled to receive awards of options. Each option granted
pursuant to the 1994 Stock Option Plan is designated at the time of grant as
either an "incentive stock option" or as a "non-qualified stock option."

The 1994 Stock Option Plan is administered by the Compensation Committee of
the Company's Board of Directors. Subject to the terms of the 1994 Stock Option
Plan, the Compensation Committee determines who among those eligible will be
granted options, the time or times at which options will be granted, the number
of shares to be subject to options, the duration of options, any conditions to
the exercise of options, and the manner in and price at which options may be
exercised.

Under the 1994 Stock Option Plan, the Company may grant options with
respect to a total of 625,000 shares of Common Stock. In connection with the
Company's initial public offering of the Common Stock in April 1994 (the "IPO"),
the Compensation Committee awarded options to purchase 498,750 shares of Common
Stock pursuant to the 1994 Stock Option Plan, each having an exercise price
equal to $15.50 per share, the public offering price in the IPO. These options
generally vest and become exercisable in April 1997.

Any key employee shall be eligible to receive incentive stock options or
non-qualified stock options granted under the 1994 Stock Option Plan. Any
employee, any director of the Company, whether or not an

14
<PAGE> 17

employee, and any other individual who in the judgment of the Compensation
Committee performs valuable and important services for the Company shall be
eligible to receive non-qualified stock options.

The exercise price of each option issued under the 1994 Stock Option Plan
is determined by the Compensation Committee of the Company's Board of Directors,
provided that in the case of incentive stock options, the exercise price may not
be less than 100% of the grant date fair market value of the shares of Common
Stock covered by such options. If an incentive stock option is granted to an
employee who owns more than 10% of the total combined voting power of all
classes of the Company's outstanding capital stock, then the exercise price
thereof may not be less than 110% of the grant date fair market value of the
Common Stock covered by such option.

Options granted under the 1994 Stock Option Plan may not be transferred
other than by will or the laws of descent and distribution and, during the
lifetime of the option holder, may be exercised solely by him. The aggregate
fair market value (determined at the time the option is granted) of the shares
as to which an employee may first exercise incentive stock options in any one
calendar year may not exceed $100,000. The Compensation Committee may impose any
other conditions to exercise it deems appropriate.

EMPLOYMENT AND OTHER AGREEMENTS

Lear has entered into employment agreements with the named executive
officers listed in the Summary Compensation Table. Messrs. Way, Rossiter and
Vandenberghe have entered into four-year employment agreements dated March 20,
1995. Each is renewable for one additional year on the second anniversary of the
agreement and each anniversary thereafter. Messrs. Hollars and Hoemann have
entered into two-year employment agreements dated March 20, 1995. Each is
renewable for one additional year on the first anniversary of the agreement and
each anniversary thereafter. Each of Messrs. Way's, Rossiter's and
Vandenberghe's employment agreement provides for an annual base salary of
$530,000, $385,000, and $272,000, respectively. Messrs. Hollars' and Hoemann's
employment agreements provide for an annual base salary of $230,000 and
$220,000, respectively. Increases in these salaries, as well as the amount of
bonuses, are at the sole discretion of the Board of Directors of the Company.

Each employment agreement provides that (i) upon the death of the employee,
Lear will pay to his estate or designated beneficiary his full base salary for
an additional 12 months; (ii) upon termination for disability, the employee will
receive all compensation payable under Lear's disability and medical plans and
programs plus an additional payment from Lear so that the aggregate amount of
salary continuation from all sources equals his base salary through the
remaining term of the agreement; and (iii) upon termination by the employee for
good reason or by the Company without cause, the employee will receive his full
base salary to the end of the term of the agreement. If the employment agreement
is terminated for cause, the employee is only entitled to receive unpaid salary
and benefits, if any, accrued through the effective date of the employee's
termination.

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

The Company's compensation policies are determined and executive officer
compensation decisions are made by the Compensation Committee of the Board of
Directors (the "Compensation Committee"). The Compensation Committee is
comprised of three non-employee directors: Messrs. Hughes, McCurdy and Spalding.
Messrs. Hughes and Spalding are principals of The Cypress Group Inc., which is a
party to a three-year consulting agreement with Lehman Brothers Inc., an
affiliate of the Lehman Funds, pursuant to which it consults with Lehman
Brothers Inc. with respect to the management of the Lehman Funds' equity
investment in Lear. The Lehman Funds beneficially own approximately 56.3% of the
Common Stock of the Company (assuming no outstanding options are exercised).

During the fiscal year ended December 31, 1994, the Compensation Committee
authorized the remuneration plans for senior management. In addition, the
Compensation Committee exercised administrative power

15
<PAGE> 18

with respect to the Company's remuneration plans. The Board of Directors has not
rejected or modified any action taken by the Compensation Committee.

No member of the Compensation Committee was, during the fiscal year ended
December 31, 1994, an officer, former officer or employee of the Company or any
of its subsidiaries. No executive officer of the Company served as a member of
(i) the compensation committee of another entity in which one of the executive
officers of such entity served on the Compensation Committee, (ii) the Board of
Directors of another entity, one of whose executive officers served on the
Compensation Committee or (iii) the compensation committee of another entity in
which one of the executive officers of such entity served as a member of the
Company's Board of Directors.

Lehman Brothers Inc., an affiliate of the Lehman Funds, acted as an
underwriter in connection with the Company's public offering of the its 8 1/4%
Subordinated Notes, which was consummated on February 3, 1994, and the Company's
IPO, which was consummated on April 13, 1994. In addition, Lehman Commercial
Paper Inc., an affiliate of the Lehman Funds, is a managing agent and a lender
under the Company's Second Amended and Restated Credit Agreement dated as of
November 29, 1994.

REPORT OF COMPENSATION COMMITTEE

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS OR FUTURE FILINGS UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
EXCHANGE ACT OF 1934 THAT MIGHT INCORPORATE THIS PROXY STATEMENT OR FUTURE
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, IN WHOLE OR IN PART, THE
FOLLOWING REPORT AND THE PERFORMANCE GRAPH WHICH FOLLOWS SHALL NOT BE DEEMED TO
BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.

EXECUTIVE COMPENSATION POLICY

The Compensation Committee is responsible for the determination of salaries
and other entitlements for the executive officers of the Company as well as all
of the Company's compensation programs and policies. The Compensation Committee
endeavors to ensure that the compensation programs for executive officers of the
Company are effective in attracting and retaining key executives responsible for
the success of the Company and are administered in an appropriate fashion for
the long term interests of the Company and its shareholders. To this end, the
Compensation Committee relies on a three-pronged approach to executive
compensation: base salary, annual incentives and long-term incentives. A
discussion of each of these aspects of executive compensation follows.

BASE SALARY

Base salaries for the Company's executive officers are established at
levels considered appropriate in light of the duties and scope of
responsibilities of each officer's position. In this regard, the Compensation
Committee considers the compensation practices and corporate financial
performance of similarly situated companies based on research provided by
independent consultants, although it does not target a specific percentile range
within such group. The Compensation Committee focuses primarily on total annual
compensation, including incentive awards, rather than base salary alone as the
appropriate measure of executive officer performance and contribution. The base
salaries of each of the named executive officers for the Company's last
completed fiscal year were initially set pursuant to employment agreements
entered into in 1988 and amended in 1991, except for Mr. Hoemann, whose
employment agreement was entered into in 1992. However, pursuant to such
agreements, the Compensation Committee reviewed such base salaries and made
adjustments in 1994 as warranted to reflect sustained individual officer
performance.

ANNUAL INCENTIVES

The Company's executive officers participate in the Company's Senior
Executive Incentive Compensation Plan or Management Incentive Compensation Plan.
Pursuant to such plans, the Company makes annual incentive awards designed to
reward past financial performance and the achievement of non-financial goals

16
<PAGE> 19

considered important to the Company's future. Awards are made in March or April
of each year for performance in the previous year.

The Senior Executive Incentive Compensation Plan provides for the
assignment of target annual awards expressed as a percentage of a participant's
annual salary, and the actual award, unless modified by the Compensation
Committee, varies from 0% to 160% of the target award opportunity based on
attainment of financial and nonfinancial objectives. The financial criteria,
representing 60% of the bonus potential, are based on achievement of a targeted
level of operating income and cash flow for the overall Company based on an
approved operating budget. An overall average threshold is calculated, based on
the ratio that the actual operating income and actual cash flow bear to the
budget operating income and the budget cash flow. No payments are made unless
85% of that threshold is attained, and a maximum attainment is set at 120% of
that threshold. The nonfinancial criteria, representing 40% of the bonus
potential, are based on the achievement of specific individual objectives. Among
the objectives considered by the Compensation Committee in 1994 were: the
successful IPO, the restructuring of the Company's debt, the expansion and
integration of the Company's operations, the development of a long-term global
marketing strategy, the implementation of cost reduction programs, the continued
improvement in the quality of the Company's products and the further
strengthening of customer relationships. Participants in the Senior Executive
Incentive Compensation Plan were selected from executives who were in positions
to materially influence the annual financial results of Lear in the targeted
areas.

The Management Incentive Compensation Plan provides for the assignment of
target annual awards expressed as a percentage of a participant's annual salary,
and the actual award will vary from 0% to 140% of the target award opportunity
based on attainment of financial and nonfinancial objectives. The financial
criteria, representing 50% of the bonus potential, are based on achievement of a
targeted level of operating income and cash flow for the overall Company based
on an approved operating budget. An overall average threshold is calculated,
based on the ratio that the actual operating income and actual cash flow bear to
the budget operating income and the budget cash flow. No payments are made
unless 85% of that threshold is attained, and a maximum attainment is set at
120% of that threshold. The nonfinancial criteria, representing 50% of the bonus
potential, are based on the achievement of specific individual objectives. The
objectives considered by the Compensation Committee in 1994 were similar to
those under the Senior Executive Incentive Compensation Plan, although specific
objectives were more narrowly tailored to reflect each participant's particular
corporate responsibilities. Participants in the Management Incentive Plan were
selected from managers who were in positions to materially influence the annual
financial results of Lear in the targeted areas.

In addition to awards under the Senior Executive Incentive Compensation
Plan and the Management Incentive Compensation Plan, the Compensation Committee
awarded additional bonuses to certain senior executives based upon the financial
and nonfinancial criteria considered under the Senior Executive Incentive
Compensation Plan as well as in consideration of the roles played by those
individuals in the integration of Ford Motor Company's North American seat cover
and seat systems business, which was acquired in November 1993, and the
acquisition of the seat systems business of Fiat S.p.A., which was acquired in
December 1994.

LONG-TERM INCENTIVES

Long-term incentives are primarily provided through the grant of stock
options. The Company has no long-term incentive plan and has granted no stock
appreciation rights. The primary objective of the stock option grants is to
align the interests of the executive officers with those of the shareholders. In
addition, the stock option grants give Lear a significant advantage in
attracting and retaining talented employees, officers and directors, and provide
an incentive to selected key employees, officers and directors of Lear and its
subsidiaries who, in the judgment of the Compensation Committee, have
substantial responsibility in the continued success of the Company. The number
of options previously awarded to and held by executive officers is reviewed but
generally not an important factor in determining the size of current grants.

In 1994, each executive officer was awarded stock options pursuant to the
1994 Stock Option Plan. These options generally vest and become exercisable in
April 1997 and have an exercise price of $15.50 per share, the

17
<PAGE> 20

offering price in the Company's IPO. Under the 1994 Stock Option Plan, options
may be designated as incentive stock options or non-qualified stock options. The
Compensation Committee has the authority to determine the individuals to whom
the stock options are awarded and the terms of the award.

Executive officers are also eligible to participate in the Company's 401(k)
Plan. Under the 401(k) Plan, the Company makes a matching contribution for each
participant equal to 50% of the participant's contribution, up to $1,150 for
each participant. The Company's matching contributions vest over a five-year
period.

CHIEF EXECUTIVE OFFICER COMPENSATION

During the fiscal year ended December 31, 1994, the compensation of Kenneth
L. Way, Chairman and Chief Executive Officer of the Company, was established
pursuant to an employment agreement entered into in 1988 and amended in 1991.
Under the terms of this agreement, Mr. Way received salary compensation of
$502,000 in the last fiscal year and was eligible to participate in the
Company's Senior Executive Incentive Compensation Plan, pursuant to which he was
awarded $530,000 for services performed in 1994. In addition, the Compensation
Committee awarded Mr. Way an additional bonus of $300,000 and options with
respect to 46,000 shares of Common Stock under the 1994 Stock Option Plan. Mr.
Way's award under the Senior Executive Incentive Compensation Plan, his
additional bonus and his option award were based in large part on the financial
and non-financial criteria considered under the Senior Executive Incentive
Compensation Plan. In addition, the Compensation Committee considered Mr. Way's
efforts in guiding and developing the rapid and continued expansion of the
Company, overseeing the successful integration of Ford Motor Company's North
American seat cover and seat systems business, which the Company acquired in
November 1993, and the implementation of a more decentralized management
structure.

TAX TREATMENT OF EXECUTIVE COMPENSATION

To the extent readily determinable and as one of the factors in its
consideration of compensation matters, the Compensation Committee considers the
anticipated tax treatment to the Company and to the executives of various
payments and benefits. Some types of compensation payments and their
deductibility depend on the time of vesting or exercise of previously granted
rights (for example, the amount of compensation attributable to the exercise of
non-qualified stock options generally will depend upon the spread between the
fair market value of the shares purchased on the date of exercise and the
exercise price). In addition, for taxable years beginning on or after January 1,
1994, Section 162(m) of the Internal Revenue Code of 1986 generally limits to $1
million per person the Company's federal income tax deduction for compensation
paid in any year to its Chief Executive Officer and each of its four other
highest paid executive officers to the extent such compensation is not
"performance-based" compensation. Under certain circumstances, compensation paid
to an executive officer of the Company could exceed the qualifying compensation
limit for deductibility under Section 162(m). The Compensation Committee will
consider ways to preserve the deductibility of compensation payments and
benefits in light of the limitation on deductibility under Section 162(m), while
retaining the discretion necessary to ensure executive officers are compensated
in a manner consistent with its compensation objectives.

This report is submitted by David P. Spalding, Jeffrey P. Hughes and Larry
W. McCurdy, being all of the members of the Compensation Committee.

David P. Spalding, Chairman
Jeffrey P. Hughes
Larry W. McCurdy

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<PAGE> 21

PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return from
April 6, 1994 through December 31, 1994 of the Company, the S&P Industrials and
a peer group of companies selected by the Company for purposes of the comparison
and more fully described below (the "Peer Group"). Dividend reinvestment has
been assumed and, with respect to the companies in the Peer Group, the returns
of each such company have been weighted to reflect relative stock market
capitalization. The graph assumes an investment of $100 on April 6, 1994 in each
of the Common Stock, the stocks comprising the S&P Industrials and the stocks
comprising the Peer Group.

<TABLE>
<CAPTION>
Measurement Period LEAR SEATING S&P IN-
(Fiscal Year Covered) CORP DUSTRIALS PEER GROUP*
<S> <C> <C> <C>
April 6, 1994 100.00 100.00 100.00
June 30, 1994 118.58 99.61 89.80
September 30, 1994 118.58 106.36 87.03
December 31, 1994 127.45 106.88 84.92
</TABLE>

- -------------------------
* The Company does not believe that there is a single published industry or line
of business index that is appropriate for comparing stockholder return. The
Peer Group selected by the Company is made up of representative independent
automobile component suppliers whose common stock is traded on domestic stock
exchanges. The Peer Group includes Arvin Industries, Inc., Automotive
Industries Hldg-A, Borg-Warner Automotive, Inc., Breed Technologies, Inc.,
Dana Corp., Donnelly Corp., Douglas & Lomason Co., Eaton Corp., Excel
Industries, Inc., Hayes Wheels International, Inc., Johnson Controls, Inc.,
Magna International, Inc.-ClA, Mascotech, Inc., Masland Corp., Simpson
Industries, Standard Products Co., and Superior Industries International.

19
<PAGE> 22

CERTAIN TRANSACTIONS

11 1/4% SENIOR SUBORDINATED NOTE OFFERING AND EQUITY INVESTMENT

In order to support the Company's expansion in North America and Europe, in
July 1992, the Company entered into an agreement to sell $20.0 million of Common
Stock to its major stockholders, the Lehman Funds and FIMA (the "Equity
Investment"). Simultaneously with the Equity Investment, the Company effected a
public offering of $125.0 million of the Company's 11 3/4% Senior Subordinated
Notes. Lehman Brothers Inc., an affiliate of the Lehman Funds, acted as an
underwriter in connection with the offering and received underwriting fees of
approximately $2.2 million. Lehman Brothers Inc. and IFINT received fees of
approximately $450,000 and $150,000, respectively, for advisory services
rendered to the Company in connection with the Equity Investment and the public
offering of the 11 1/4% Senior Subordinated Notes. Mr. Botta is an officer of an
affiliate of FIMA and serves as a director of the Company. Messrs. Hughes,
Spalding, Stern, Fried and Washkowitz are each a current or former Managing
Director of Lehman Brothers Inc., an affiliate of the Lehman Funds, and serve as
directors of the Company.

8 1/4% SUBORDINATED NOTE OFFERING

On February 3, 1994, the Company effected a public offering of $145.0
million of its 8 1/4% Subordinated Notes due 2002 and applied the net proceeds
therefrom to redeem $135.0 million of its 14% Subordinated Debentures due 2000,
together with premiums and accrued interest thereon. Lehman Brothers Inc., acted
as an underwriter in connection with the offering and received underwriting fees
of approximately $2.4 million.

INITIAL PUBLIC OFFERING

The Company consummated its initial public offering of Common Stock on
April 13, 1994. Lehman Brothers Inc. served as managing underwriter for the
offering and received underwriting fees of approximately $870,000 in such
capacity.

CREDIT AGREEMENT

On November 29, 1994, the Company amended and restated its existing credit
facility (the "Restated Credit Agreement"). Lehman Commercial Paper, Inc., an
affiliate of the Lehman Funds, is a managing agent and a lender under the
Restated Credit Agreement for which it received and will continue to receive its
proportionate share of payments made by the Company under the Restated Credit
Agreement.

STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT

The Company is a party to the Amended and Restated Stockholders and
Registration Rights Agreement, dated as of September 27, 1991, as amended on
March 31, 1994 (the "Stockholders and Registration Rights Agreement"), among the
Company, the Lehman Funds, FIMA and certain management investors (the
"Management Investors"). The Stockholders and Registration Rights Agreement
contains certain restrictions upon transfers of common stock owned by parties
thereto and provides, among other things, that (i) if FIMA desires to sell more
than 5% of the fully diluted shares of Common Stock of the Company in a
transaction or series of related transactions to a single third party (a
"Substantial Sale") prior to September 27, 1995 or such later date prior to
September 27, 2001 to which the right of the Lehman Funds to compel the transfer
of the Company (described in clause (iii) below) is extended, FIMA must offer
such shares to the Lehman Funds prior to offering them to such third party; (ii)
the Lehman Funds, FIMA and, to a limited extent after September 27, 1996, the
Management Investors will have the right to include their shares of Common Stock
in Substantial Sales by the Lehman Funds and FIMA until September 27, 2001; and
(iii) the Lehman Funds may compel all stockholders party to the Stockholders and
Registration Rights Agreement to sell their shares of Common Stock, or otherwise
cause the transfer thereof, in a sale of the Company prior to September 27, 1995
or such later date prior to September 27, 2001 selected by the Lehman Funds. In
addition, the Stockholders and Registration Rights Agreement places significant
restrictions on the Management Investors'

20
<PAGE> 23

rights to transfer their shares to a third party prior to September 27, 1996 and
includes certain registration rights.

MANAGEMENT EQUITY PARTICIPATION

Each of the Management Investors entered into a Management Subscription
Agreement with the Company dated as of September 29, 1988 (collectively, the
"Management Equity Agreement") pursuant to which each of the Management
Investors purchased Common Stock at $3.03 per share for consideration consisting
of cash and/or recourse or non-recourse promissory notes (the "Management
Notes"). As of December 31, 1994, the outstanding balance of the Management
Notes of each of Messrs. Way and Rossiter was approximately $521,500 and the
outstanding balance of the Management Notes of each of Messrs. Vandenberghe,
Hollars and Murphy was approximately $174,800. Each of the Management Notes,
including accrued interest, matures on January 25, 1997 and bears interest at a
rate of 4.46% per annum.

In addition, pursuant to the 1988 Stock Option Plan, as of March 1, 1995,
the Company had outstanding options to purchase 2,013,018 shares of Common
Stock. All of these outstanding options are fully vested and are exercisable for
$1.29 per share.

Under the 1992 Stock Option Plan, the Company has outstanding options to
purchase 1,914,000 shares of Common Stock. All of these options are fully vested
and generally become exercisable at $5.00 per share as of September 28, 1996.

Under the 1994 Stock Option Plan, the Company may grant options with
respect to 625,000 shares of common stock. Options with respect to 498,750
shares of common stock were awarded in 1994, of which 175,000 were granted to
executive officers and directors of the Company.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors, upon recommendation of the Audit Committee, has
appointed Arthur Andersen LLP as the Company's independent auditors for the
current year ending December 31, 1995. A proposal will be presented at the
Meeting to ratify the appointment of Arthur Andersen LLP as the Company's
independent auditors. If the shareholders fail to ratify such selection by the
affirmative vote of a majority of the shares present in person or represented by
proxy at the Meeting, other independent auditors will be considered by the Board
of Directors upon recommendation of the Audit Committee. The Company has been
advised that a representative of Arthur Andersen LLP will be present at the
Annual Meeting, will be available to respond to appropriate questions, and will
be given an opportunity to make a statement if he or she so desires.

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE APPOINTMENT
OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS FOR THE COMPANY.

STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING

Stockholder's proposals intended to be presented at the 1996 Annual Meeting
of Stockholders of the Company must be received by the Company no later than
December 1, 1995 for inclusion in the Company's proxy statement relating to the
1996 Annual Meeting.

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<PAGE> 24

OTHER MATTERS

The Company knows of no other matters to be submitted to the stockholders
at the Annual Meeting. If any other matters properly come before the Annual
Meeting, it is the intention of the persons named in the enclosed proxy to vote
the shares they represent in accordance with the judgments of the persons voting
the proxies.

The Annual Report of the Company for the year ending December 31, 1994, was
mailed to stockholders together with this Proxy Statement.

UPON WRITTEN REQUEST BY ANY STOCKHOLDER ENTITLED TO VOTE AT THE 1995 ANNUAL
MEETING, THE COMPANY WILL FURNISH THAT PERSON WITHOUT CHARGE A COPY OF THE FORM
10-K ANNUAL REPORT FOR 1994 WHICH IT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES. IF THE PERSON
REQUESTING THE REPORT WAS NOT A STOCKHOLDER OF RECORD ON MARCH 13, 1995, THE
REQUEST MUST CONTAIN A GOOD FAITH REPRESENTATION THAT THE PERSON MAKING THE
REQUEST WAS A BENEFICIAL OWNER OF COMPANY'S COMMON STOCK AT THE CLOSE OF
BUSINESS ON THAT DATE. REQUESTS SHOULD BE ADDRESSED TO JOSEPH F. MCCARTHY, LEAR
SEATING CORPORATION, 21557 TELEGRAPH ROAD, SOUTHFIELD, MICHIGAN 48034.

BY ORDER OF THE BOARD OF DIRECTORS

Joseph F. McCarthy
Secretary

22
<PAGE> 25
APPENDIX
FORM OF PROXY
LEAR SEATING CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS, MAY 5, 1995

The undersigned hereby appoints James H. Vandenberghe and Joseph F.
McCarthy, and each of them, attorneys and proxies, with power of substitution
in each of them, to vote for and on behalf of the undersigned at the Annual
Meeting of Shareholders of the Company to be held on May 5, 1995 and at any
adjournment thereof, upon matters properly coming before the meeting, as set
forth in the related Notice of Meeting and Proxy Statement, both of which have
been received by the undersigned. Without otherwise limiting the general
authorization given hereby, said attorneys and proxies are instructed to vote
as indicated on the reverse side.

UNLESS OTHERWISE SPECIFIED IN THE SQUARE OR SPACE PROVIDED IN THIS
PROXY, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF DIRECTORS AND "FOR"
PROPOSAL 2.

(Continued and to be dated and signed on other side)

LEAR SEATING CORPORATION
P.O. BOX 11520
NEW YORK, N.Y. 10203-0520

- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
1. Election of three FOR all nominees / / WITHHOLD AUTHORITY to vote / / *EXCEPTIONS / /
Class 1 Directors: listed below for all nominees listed below

Nominees: Kenneth L. Way, Larry W. McCurdy, and Eliot M. Fried.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S
NAME IN THE SPACE PROVIDED BELOW.)
*EXCEPTIONS ____________________________________________________________________________________________________________________

2. Ratify the appointment of Arthur Andersen LLP as independent auditors 3. To take action upon any other business
for the Company for 1995. as may properly come before the meeting.

FOR / / AGAINST / / ABSTAIN / / DO YOU INTEND TO
ATTEND THE MEETING? YES / / NO / /

Change of Address or
Comments Mark Here / /

Please sign this proxy and return it promptly
whether or not you expect to attend the
meeting. You may nevertheless vote in person
if you attend. Please sign exactly as your
name appears herein. Give full title if an
Attorney, Executor, Administrator, Trustee,
Guardian, etc. For an account in the name of
two or more persons, each should sign, or if
one signs, he should attach evidence of his
authority.

Dated:_________________________________ 1995

____________________________________________
Signature

Votes must be indicated
(X) in Black or Blue ink. /X/
(Please sign, date and return this proxy in the enclosed postage prepaid envelope.)

</TABLE>