Lear Corporation, a global supplier of automotive seating, electronics and electrical distribution systems and American Real Estate Partners, L.P., “AREP”, a diversified holding company engaged in a variety of businesses and an affiliate of Carl C. Icahn, today announced that they have entered into an agreement for Lear to be acquired by AREP, in a transaction valued at approximately US$5.3 billion, including the assumption of debt. Under the terms of the agreement, Lear shareholders would receive $36.00 per share in cash. Closing is expected to occur by the end of the second quarter of 2007. Under the terms of the agreement, Lear may solicit alternative proposals from third parties for a period of 45 days from the execution of the agreement and intends to consider any such proposals with the assistance of its independent advisors. In addition, Lear may, at any time, subject to the terms of the merger agreement, respond to unsolicited proposals. If Lear accepts a superior proposal, a break-up fee would be payable to AREP. “Following a very thorough review of the proposed transaction, our Board unanimously concluded that the AREP offer was in the best interests of Lear’s shareholders,” commented Bob Rossiter, Lear’s chairman and chief executive officer. “We believe that the transaction price, which represents a multiple of about 9x our forecasted 2007 core operating earnings – excluding the interior business, provides shareholders with significant value. Furthermore, we intend to solicit other offers to ensure that value is maximized for all of our shareholders,” Rossiter added. “Lear is an excellent company with a strong management team in place,” said Carl Icahn. “We look forward to working with Lear’s team to improve its long-term competitiveness, capitalize on growth opportunities globally and to build an even stronger and more valuable company in the future.” In connection with the transaction, J.P. Morgan Securities Inc. served as a financial advisor and Winston & Strawn, LLP served as legal counsel to a Special Committee of Lear’s Board of Directors. Bank of America provided American Real Estate Partners, L.P. with debt financing commitments for this transaction. Lear Corporation 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 $17.8 billion in 2006, Lear ranks #127 among the Fortune 500.