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SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

      Filed by the registrant

      Filed by a party other than the registrant

      Check the appropriate box:

        Preliminary proxy statement

        Definitive proxy statement

        Definitive additional materials

        Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

Payment of filing fee (Check the appropriate box):

        No fee required.

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

      (4)  Proposed maximum aggregate value of transaction:

      (5)  Total fee paid:

        Fee paid previously with preliminary materials.

        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:

Lear Corporation

March 30, 2001

Fellow Stockholder:

      On behalf of the Board of Directors, you are cordially invited to attend the 2001 Annual Meeting of Stockholders. The purpose of the meeting is to:

      Attendance and voting are limited to stockholders of record at the close of business on March 16, 2001. A list of stockholders entitled to vote at the meeting will be available for examination between the hours of 9:00 a.m. and 5:00 p.m. at our offices during the ten days prior to the meeting and also at the meeting.

      Your vote is important. Whether you plan to attend or not, please complete, sign and date the enclosed proxy card and return it in the envelope provided. If you attend the meeting and prefer to vote in person, you may do so.

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LEAR CORPORATION

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(PROPOSAL NO. 1)

      Our Board consists of three classes. One class of directors is elected at each annual meeting of stockholders to serve a three year term. Directors elected at the 2001 Annual Meeting of Stockholders will hold office until their successors are elected at the 2004 Annual Meeting of Stockholders. Directors not up for election this year will continue in office for the remainder of their terms.

      The Nominating Committee has nominated Larry W. McCurdy, Roy E. Parrott and Kenneth L. Way to stand for election to our Board. Unless contrary instructions are given, the shares represented by the enclosed proxy will be voted FOR the election of all nominees.

      All nominees have consented to being named in this proxy statement and to serve if elected. However, if any nominee becomes unable to serve, proxy holders will have discretion and authority to vote for another nominee proposed by our Board. Alternatively, our Board may reduce the number of directors to be elected at the meeting.

Nominees For Terms Expiring at the 2004 Annual Meeting

YOUR BOARD RECOMMENDS A VOTE “FOR”

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Directors

      Set forth below is a description of the business experience of each of our directors other than Messrs. McCurdy, Parrott and Way, whose biographies are set out in the section entitled “Election of Directors.” The terms of directors Mr. Bing, Mr. Rossiter, Mr. Shower and Mr. Vandenberghe expire at the annual meeting in 2002 and the terms of directors Mrs. Elder, Mr. Spalding and Mr. Stern expire at the annual meeting in 2003.

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Board Information

Board Meetings

      In 2000, our full Board met seven times. In addition to our full Board meetings, our directors attend meetings of permanent committees established by our Board. Each director participated in at least 75% of the total number of meetings of our Board and the committees on which he or she serves.

Executive Committee

      The Executive Committee, which held one meeting during 2000, consists of Mr. Way, Mr. Rossiter, Mr. Stern and Mr. Spalding, with Mr. Stern serving as Chairman. The Executive Committee, during intervals between meetings of our Board, may exercise certain powers of our Board in the general supervision and control of the business and affairs of our company.

Audit Committee

      The Audit Committee, which met eight times during 2000, consists of Robert W. Shower, who serves as chairman, Irma B. Elder, and Larry W. McCurdy. For a description of the Audit Committee’s responsibilities and findings, see “Audit Committee Report.”

Compensation Committee

      The Compensation Committee, which held six meetings during 2000, currently consists of Mr. McCurdy and Mr. Parrott, with Mr. McCurdy serving as Chairman. Mr. McCurdy and Mr. Parrott are both outside directors. The responsibilities of the Compensation Committee are:

Nominating Committee

      The Nominating Committee, which held no meetings during 2000, consists of Mr. Bing, Mr. Stern and Mr. Rossiter, with Mr. Stern serving as Chairman. The Nominating Committee has responsibility and authority to recommend to our Board:

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      The Nominating Committee will consider recommendations for director nominees made by our stockholders. Recommendations for nominations to be voted on at the 2002 annual meeting must be made in writing to Joseph F. McCarthy, Vice President, Secretary and General Counsel, prior to November 30, 2001, and must state the name, age, address, principal occupation, background and qualifications of the person recommended.

Compensation of Directors

      In 2000, we increased the annual fee paid to directors who are not employees of Lear from $24,000 to $36,000. During 2000, our non-employee directors received an annual fee of $33,000. One-half of the annual retainer is payable in shares of common stock and the remaining one-half, at the election of each non-employee director, in either cash or shares of common stock. Each non-employee director received a fee of $1,000 for each meeting of our Board that they attended and for each committee meeting they attended. Each non-employee director who chaired a committee of our Board received an additional fee of $1,000 for each such committee meeting attended. Non-employee directors were also reimbursed for their expenses incurred in attending meetings.

      A non-employee director may elect to defer receipt of all or part of his or her annual retainer. At the non-employee director’s election, amounts deferred will be:

      Amounts deferred are paid to the non-employee director as of the earliest of:

      In addition, each non-employee director received an option to purchase 1,250 shares at a price equal to the fair market value of the common stock on the date of grant. In 2000, option grants to non-employee directors were made on February 23rd at an exercise price of $22.12. The options granted to non-employee directors expire in ten years and generally become exercisable in three years regardless of a non-employee director’s continued service. Non-employee directors will be eligible to receive option grants in the future as partial compensation for their services.

      In February 1997, we implemented stock ownership guidelines for non-employee directors. These ownership guidelines require each non-employee director to own stock equal in value to three times the annual retainer. Non-employee directors who have not made substantial progress towards this goal within five years of becoming a director will have all of their annual retainer delivered in shares of common stock.

      Directors who are also our employees receive no additional compensation for their services as directors except reimbursement of expenses incurred in attending meetings of our Board or committee meetings of our Board.

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Security Ownership of Certain Beneficial Owners and Management

      The following table sets forth, as of March 16, 2001 (except as indicated below), beneficial ownership, as defined by Securities and Exchange Commission rules, of our common stock and ownership of our restricted stock units/phantom stock units by the persons or groups specified. Each of the persons listed below has sole voting and investment power with respect to the beneficially owned shares listed unless otherwise indicated.

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Section 16(a) Beneficial Ownership Reporting Compliance

      Based on our review of reports filed with the Securities and Exchange Commission by our directors and executive officers and by beneficial owners of 10% or more of our shares, and based on written representations received from these same persons, we believe that all reports required under Section 16(a) of the Securities and Exchange Act were timely made except that: (a) James A. Stern inadvertently did not report, on his Form 4 filed on March 6, 2000, his purchase of 3,000 shares of our common stock on February 22, 2000; and (b) the following individuals inadvertently did not report the following shares of our common stock paid to them in April 2000 upon conversion of restricted stock units earned by them in 1996 and deferred until 2000 under the Management Stock Purchase Plan: (1) Kenneth L. Way — 2,673 shares, (2) Robert E. Rossiter — 1,643 shares, (3) James H. Vandenberghe — 1,112 shares, (4) Donald J. Stebbins — 1,005 shares, (5) Douglas G. DelGrosso — 869 shares, (6) Charles E. Fisher — 768 shares, (7) Roger A. Jackson — 695 shares, and (8) Louis R. Salvatore — 156 shares.

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Summary Compensation Table

      The following table sets forth annual and long-term compensation for our named executive officers in the fiscal years ended December 31, 2000, 1999 and 1998.

Summary Compensation Table

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Option Grants and Exercises and Long-Term Incentive Awards in Last Fiscal Year

      We have three stock option plans and a Long-Term Stock Incentive Plan, all of which are administered by the Compensation Committee. The following table indicates the options granted to each of our named executive officers during the fiscal year ended December 31, 2000 and the potential value of those options on an aggregated basis. All the options reported below were granted pursuant to the Long-Term Stock Incentive Plan and 1996 Stock Option Plan.

Option Grants in Fiscal Year 2000

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      The following table indicates the value of stock options exercised during the fiscal year ended December 31, 2000 and the value of unexercised stock options held as of December 31, 2000 by each of our named executive officers.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

      The following table provides information, with respect to our named executive officers, concerning the grants of performance share awards under the Long-Term Stock Incentive Plan.

Long-Term Incentive Plan — Performance Share Awards in Last Fiscal Year

Pension Plan and Benefits

Qualified Pension Plan

      The named executive officers (as well as other employees) participate in the Lear Corporation Pension Plan. The pension plan is intended to be a qualified pension plan under the Internal Revenue Code and its benefits are integrated with Social Security benefits. In general, an eligible employee becomes a participant on the July 1st or January 1st after completing one year of service (as defined within the plan). Benefits are funded by employer contributions that are determined under accepted actuarial principles and the Internal Revenue Code.

      The pension plan contains multiple benefit formulas but the Lear Corporation benefit formula is the principal formula and all named executive officers are covered by it. Under the Lear Corporation formula, pension benefits are based on a participant’s “final average earnings,” which is the average of the participant’s

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      Any employee who on January 1, 1997 was an active employee and age 50 or older will earn benefits under the 1.10% formula for years of credited service through 2001.

      The benefits under the pension plan become vested once the participant accrues five years of vesting service under the plan.

Pension Equalization Plan

      In addition to the pension plan, we have established the Lear Corporation Pension Equalization Plan (PEP). Lear Corporation’s pension plan is subject to rules in the Internal Revenue Code that restrict the level of retirement income that can be provided to, and the amount of compensation that can be considered for, highly paid executives under the pension plan. The Pension Equalization Plan is intended to supplement the benefits under the pension plan for certain highly paid executives whose pension plan benefits are limited by those Internal Revenue Code limits. A participant’s Pension Equalization Plan benefit equals the difference between the executive’s actual vested accrued pension plan benefit and the pension plan benefit the executive would have accrued under the Lear Corporation formula if the Internal Revenue Code limits on considered compensation and total benefits were disregarded. Highly compensated executives and other employees whose compensation exceeds the Internal Revenue Code limits for at least three years are eligible to participate in the Pension Equalization Plan. Each of Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins participates in the Pension Equalization Plan.

Executive Supplemental Savings Plan

      In addition to the pension plan and the pension equalization plan, we have established the Lear Corporation Executive Supplemental Savings Plan. The purpose of the plan is to provide participants and their beneficiaries with retirement benefits that could not be earned under the Retirement Savings Plan due to limits imposed by the Internal Revenue Code on the amount of pre-tax contributions a participant can make to the Retirement Savings Plan and/or the amount of compensation that can be recognized under the Retirement Savings Plan. In addition, the Executive Supplemental Savings Plan also provides retirement benefits that would have been earned under the Retirement Savings Plan, the Pension Plan and/or the Pension Equalization Plan if the participant had not elected to defer compensation under this plan or the Management Stock Purchase Plan (as described above). The benefits under the Executive Supplemental Savings Plan become vested once the participant accrues three years of vesting service under the plan. Certain senior officers are eligible to participate in the Executive Supplemental Savings Plan.

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      The following table indicates estimated total annual benefits payable as a single life annuity beginning at age 65 for various compensation levels and years of service under the pension plan, the pension equalization plan and the supplemental savings plan. Generally, annual compensation used for pension formula purposes includes salary, annual bonus and 80% of the Restricted Stock Awards for the particular year as reported in the Summary Compensation Table.

Pension Table

      The pension plan, the Pension Equalization Plan and the Executive Supplemental Savings Plan grant credit for all years of pension service with Lear Siegler Diversified Holdings Corp. and with Lear Corporation, and offset the retirement benefit payable by the Lear Siegler Diversified Holdings Corp. Pension Plan against the benefit payable by the plans. At age 65, it is estimated that under the plans Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins will each have 30 years of credited service.

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Retirement Savings Plan

      We have established a retirement savings plan pursuant to Section 401(k) of the Internal Revenue Code for non-union salaried employees who have completed one month of service. Under the retirement savings plan, each eligible employee may elect to defer, on a pre-tax basis, a portion of his or her salary each year and Lear Corporation makes a matching contribution on a participant’s contribution of up to five percent of base salary and annual bonus. Lear’s matching contribution is invested in shares of Lear’s common stock. Matching contributions become vested under the retirement savings plan at a rate of 20% for each full year of service. For the year ended December 31, 2000, the matching contribution for each named executive officer was: Mr. Way, $8,500; Mr. Rossiter, $3,500; Mr. Vandenberghe, $8,500; Mr. DelGrosso, $6,563 and Mr. Stebbins, $2,316.

      Our match percentage for each participant under the Lear Corporation Retirement Savings Plan is determined under the following chart and will apply to the participant’s contributions up to five percent of base salary and annual bonus:

      Our matching contribution for each participant is invested in shares of our common stock. Each participant who is at least age 57, however, may elect to diversify the employer matching contributions.

Employment Agreements

      We have entered into employment agreements effective as of July 1, 2000 with each of our named executive officers listed in the Summary Compensation Table. Each employment agreement continually has an unexpired term of three years and is in effect until the date three years after written notice is provided by either party that the agreement is not to be further extended or until the date the executive reaches his or her normal retirement date under our retirement plan for salaried employees then in effect, whichever shall occur first. As of March 16, 2001, Mr. Way’s salary is $1,000,000, Mr. Rossiter’s salary is $1,000,000, Mr. Vandenberghe’s salary is $765,000, Mr. DelGrosso’s salary is $480,000 and Mr. Stebbins’ salary is $440,000. The salaries of each of our named executive officers may be increased at the discretion of the Compensation Committee. In addition, each of Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins are eligible for an annual incentive compensation bonus at the discretion of the Compensation Committee.

      Each employment agreement provides that:

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      No member of the Compensation Committee was, during the fiscal year ended December 31, 2000, an officer, former officer or employee of our company or any of our subsidiaries. None of our executive officers served as a member of:

      Regardless of anything indicating the contrary set forth in any of our previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate this proxy statement, in whole or in part, the following report and the performance graph which follows shall not be deemed to be incorporated by reference.

Introduction

      Our Compensation Committee determines the salaries and other entitlements of the executive officers and designs all of our compensation programs and policies. The Compensation Committee is currently composed of two non-employee directors: Mr. McCurdy and Mr. Parrott. Our Board has not rejected or modified any action taken by the Compensation Committee.

Executive Compensation Policy

      The objectives of our compensation policies are to:

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      The Compensation Committee targets total remuneration (i.e., base salary, annual incentives and long-term incentives) of our senior executives at the 75th percentile of our peer group in return for comparable performance. A discussion of each component of executive compensation follows.

Base Salary

      Base salaries for our 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. The Compensation Committee focuses primarily on total compensation, including incentive awards, rather than base salary alone, as the appropriate measure of executive officer remuneration. As of December 31, 2000 Mr. Way’s base salary was $1,000,000, Mr. Rossiter’s base salary was $1,000,000, Mr. Vandenberghe’s base salary was $765,000, Mr. DelGrosso’s base salary was $480,000 and Mr. Stebbins’ base salary was $440,000. Mr. DelGrosso elected to defer 10% of his 2000 salary pursuant to elections made under the Management Stock Purchase Plan.

Annual Incentives

      Our executive officers participate in the Senior Executive Incentive Compensation Plan. Pursuant to this plan, the Compensation Committee makes annual incentive awards designed to reward past financial performance and the achievement of goals considered important to our future. Awards are made in February or March of each year based on our performance achieved in the previous year.

      Each named executive officer is assigned an annual target opportunity under the Senior Executive Incentive Plan. The target opportunity for a given year’s performance is based 50% upon whether our earnings per share reaches a goal established by the Compensation Committee and 50% upon whether our increase in earnings per share reach a goal set by the Compensation Committee. For the year ended December 31, 2000, Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins earned annual gross bonuses in the amount of $1,050,008, $924,002, $579,595, $285,602, and $260,397, respectively. Mr. Way elected to defer a portion of his 2000 annual cash bonus under the Management Stock Purchase Plan. Each of Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins elected to defer his entire 2000 annual cash bonus under the Management Stock Purchase Plan.

Long-Term Incentives

      The long-term incentive component of our executive compensation program is designed to provide our senior officers with substantial at-risk components and to align the interests of our senior officers with those of our stockholders. To achieve these goals, the Compensation Committee has:

Management Stock Ownership Requirements

      The Compensation Committee has implemented stock ownership guidelines that require certain of our officers to achieve, within five years of reaching senior officer status, stock ownership levels ranging from one to five times base salary. Shares of common stock owned, restricted stock units and sixty percent of the value

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Stock Options

      Stock options granted under our stock option plans, which become exercisable three years from the date of grant, provide incentive for officers by giving them a strong economic interest in remaining with us and maximizing price appreciation of our common stock. On February 23, 2000, each of the named executive officers received stock options which vest and become exercisable on February 23, 2003 and have an exercise price of $22.12 per share. In addition, on October 2, 2000, Mr. Way and Mr. Rossiter received stock options which vest and become exercisable on October 2, 2003 and have an exercise price of $20.25 per share.

Performance Share Awards

      Performance share awards ensure that a significant component of certain employees’ compensation depends upon the achievement of specified financial performance goals over a three year period. The Compensation Committee chooses from among eight commonly used measures of corporate performance to determine the level of payout of performance share awards.

      In February 2000, the Compensation Committee granted performance share awards effective January 1, 2000 to selected employees under the Long-Term Incentive Plan with target performance shares equal on the date of the award to 25% of such employee’s base salary on January 1, 2000. The 2000 performance criteria over a three year period for these performance share awards are our cumulative net income and our relative return to stockholders compared to a peer group of representative independent automotive suppliers which at the time of the grant consisted of Arvin Industries, Inc., Borg-Warner Automotive, Inc., Dana Corporation, Delphi, The Goodyear Tire & Rubber Company, Federal-Mogul Corporation, Meritor Automotive, Inc., Autoliv, Inc., Eaton Corporation, Johnson Controls, Inc., Magna International, Inc., and Tower Automotive, Inc. For a senior officer to receive shares of common stock or cash for their performance shares, cumulative net income and/or relative return to stockholders over three years must equal or exceed the threshold goals. Our officers may earn additional shares of common stock or cash for their performance share awards if we exceed the target goals for cumulative net income and/or relative return to stockholders.

Management Stock Purchase Plan

      In furtherance of its goal of aligning the interests of officers with those of our stockholders, the Compensation Committee to date permits 100 senior officers and key executives to participate in the Management Stock Purchase Plan. The program is part of the Long-Term Stock Incentive Plan. Under this program, a selected officer or key executive can elect to defer a portion of his or her base salary for the year and annual incentive bonuses based upon the officer’s or key executive’s performance for the prior year and paid under the Senior Executive Incentive Plan or the Management Incentive Plan during the first quarter of the year. In consideration for deferring their salary and/or incentive bonus, participants receive a number of restricted stock units under the Long-Term Stock Incentive Plan equal to 125% of the amount deferred divided by the fair market value of a share of common stock on the date determined by the Compensation Committee. For restricted stock units granted in February of 2001, the value was based on the average high/low price of our common stock during the last five trading days of 2000 which was $23.79. Generally, a participant must hold restricted stock units and remain employed for at least three years, at which time the participant receives a number of shares of common stock equal to the restricted stock units held and a cash payment equal to the amount of dividends, if any, the participant would have earned if he or she had held shares of common stock rather than restricted stock units. Pursuant to deferral elections made under the Management Stock Purchase Plan for compensation and annual incentive bonuses earned in the year ending December 31, 2000, Mr. Way, Mr. Rossiter, Mr. Vandenberghe, Mr. DelGrosso and Mr. Stebbins received restricted stock units of 32,843; 48,555; 30,457; 17,400 and 13,684, respectively.

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      In addition, the Compensation Committee amended the Management Stock Purchase Plan so that, as a result of each eligible officer’s or key executive’s deferral of a portion of year 2000 bonus and year 2001 salary under the plan, each officer or key executive will also receive options in 2001 to purchase a number of shares of our common stock equal to approximately four times the number of restricted stock units he or she is expected to be granted in connection with such deferral subject to limitations based on the prior year’s option grants to and the responsibilities of such individual. These options are to be granted at an exercise price equal to the market price on the date of grant and will vest on the first to occur of (i) the third anniversary of the grant date and (ii) the first trading day after (a) our common stock trades at a target price per share equal to 135% of the exercise price of the option and (b) thereafter our common stock has averaged this target price per share or higher for twenty consecutive trading days. The options will otherwise have the same terms as other options granted under our Long-Term Stock Incentive Plan. Of the 100 officers and key executives entitled to receive these options, 100 deferred an aggregate of $10,182,309 of salary and bonus. Pursuant to the amendment of the plan, we granted 806,000 options on January 10, 2001 and, if our stockholders approve the proposed Amended and Restated Long-Term Stock Incentive Plan, we will grant an additional 806,000 options later in 2001. For the options granted and to be granted to our named executive officers in connection with deferrals of a portion of year 2000 bonus and year 2001 salary see footnote 3 to the Summary Compensation Table in “Executive Compensation.”

Retirement Benefits

      For a description of the retirement benefits we provide, see “Executive Compensation — Pension Plan and Benefits.”

Estate Preservation Plan

      The Compensation Committee has established the Estate Preservation Plan for certain of our senior executives, each of whom has a significant portion of his net worth invested in our common stock. The Estate Preservation Plan provides the beneficiaries of a participant with funds to pay estate taxes on inherited common stock. Under the Estate Preservation Plan, we purchase a life insurance policy on the joint lives of the participant and his spouse. We own the life insurance policy but endorse a portion of the policy’s proceeds to the participant’s designated beneficiaries. Each participant pays a portion of the policy’s annual premium (until he reaches age 65) and we pay the remainder of the annual premium. After the executive reaches age 65, we pay the entire annual premium and the participant pays income taxes on the imputed income from the policy. Upon the later death of a participant or his spouse, we recover the present value of our premium payments from the tax-free insurance proceeds and the participant’s beneficiaries receive the remaining tax-free insurance proceeds, which they can use to pay the estate taxes on inherited common stock.

Chief Executive Officer Compensation

      Pursuant to each of their employment agreements, Mr. Way and Mr. Rossiter received salaries of $1,000,000 and $880,000, respectively, during the fiscal year ending December 31, 2000. On October 1, 2000, Mr. Rossiter was appointed our Chief Executive Officer at which time his base salary was increased from $840,000 to $1,000,000. Mr. Way and Mr. Rossiter were also eligible to participate in the Senior Executive Incentive Plan, the Long-Term Stock Incentive Plan, the stock option plans, the Executive Supplemental Savings Plan and the Estate Preservation Plan. The Compensation Committee awarded Mr. Way an annual bonus of $1,050,008 and Mr. Rossiter an annual bonus of $924,002, each for services performed in 2000, which were based upon the attainment of targeted earnings per share and targeted return on net assets pursuant to the Senior Executive Incentive Plan. In 2000, the Compensation Committee granted to Mr. Way and Mr. Rossiter the following compensation to provide substantial at-risk components and to align the interests of Mr. Way and Mr. Rossiter with those of our stockholders: (i) options to purchase 125,000 and 200,000 shares of common stock, respectively, and (ii) performance share awards, the ultimate value of which will be determined by our cumulative net income and relative return to our stockholders over a three year period. See “Executive Compensation — Option Grants and Long-Term Incentive Awards in Last Fiscal Year.”

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Tax Treatment of Executive Compensation

      One of the factors the Compensation Committee considers when determining compensation is the anticipated tax treatment to Lear and to the executives of the various payments and benefits. Generally, the Compensation Committee intends to comply with the requirements of Section 162(m) of the Internal Revenue Code with respect to annual and long-term incentives in order to avoid losing the tax deduction for non-performance based compensation in excess of $1,000,000 paid to any named executive officer appearing in the Summary Compensation Table. The Compensation Committee may, however, determine that it is necessary to exceed the limitation on deductibility under Section 162(m) to insure executive officers are compensated in a manner consistent with our best interests and those of our stockholders.

      This report is submitted by Larry W. McCurdy and Roy E. Parrott, being all of the members of the Compensation Committee.

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      The following graph compares the cumulative total stockholder return from December 31, 1995 through December 31, 2000, the S&P 500 and a peer group (1) of companies we selected for purposes of the comparison and more fully described below. Dividend reinvestment has been assumed and the returns of each company has been weighted to reflect relative stock market capitalization. The graph assumes an investment of $100 on December 31, 1995 in each of the common stock, the stocks comprising the S&P 500 Index and the stocks comprising the peer group.

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      The following is the report of the Audit Committee with respect to the Company’s audited financial statements for the fiscal year ended December 31, 2000, which include the consolidated balance sheets of the Company as of December 31, 2000 and 1999, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2000, and the notes thereto. The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the 1934 Securities Exchange Act, as amended, except to the extent that we specifically incorporate it by reference in such filing.

      The Audit Committee recommends engagement of our independent auditors and is primarily responsible for reviewing (i) the scope of the independent auditors’ annual audit and their compensation, (ii) our general policies and procedures with respect to accounting and financial controls and (iii) any change in accounting principles, significant audit adjustments proposed by the auditors and any recommendations that the auditors may have with respect to policies and procedures. Our Board adopted and approved a charter for the Audit Committee in May, 2000 and amended the charter in February 2001. A copy of the charter, as amended, is attached as Appendix A to this proxy statement. Our Board has determined that all members of the Audit Committee are “independent” for purposes of the New York Stock Exchange listing standards.

Review with Management

      The Audit Committee has reviewed and discussed the Company’s audited financial statements with management.

Review and Discussions with Independent Accountants

      The Audit Committee has discussed with Arthur Andersen LLP, the Company’s independent accountants, the matters required to be discussed by SAS 61 (Codification of Statements on Accounting Standards) which includes, among other items, matters related to the conduct of the audit of the Company’s financial statements.

      The Audit Committee has also received written disclosures and the letter from Arthur Andersen LLP required by Independence Standards Board Standard No. 1 (which relates to the accountant’s independence from the Company and its related entities) and has discussed with Arthur Andersen LLP their independence from the Company.

      During fiscal year 2000, we retained our principal auditor, Arthur Andersen LLP, to provide services in the following categories and amounts (in 000’s):

The Audit Committee has considered whether the provision of non-audit services by our principal auditor is compatible with maintaining auditor independence, and believes that the provision of such services is compatible.

Conclusion

      Based on the review and discussions referred to above, the committee recommended to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000 and be filed with the United States Securities and Exchange Commission.

      This report is submitted by Robert W. Shower, Larry W. McCurdy and Irma B. Elder, being all of the members of the Audit Committee.

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Joint Venture with Bing Manufacturing

      In June 1997, we agreed to form a joint venture named Bing-Lear, L.L.C. (formerly known as Detroit Automotive Interiors, L.L.C.) with Bing Manufacturing, Inc. to manufacture, market, sell and service automobile and light duty truck seating, seating components and seating modules. David Bing, who is one of our directors, is Chairman and the majority shareholder of Bing Manufacturing and Chairman of the Board of Bing-Lear, L.L.C. In 2000 we sold $32,300,000 worth of seating components to Bing-Lear, L.L.C. and Bing-Lear, L.L.C. made equity distributions to us in the amount of $101,000. In addition, in June 2000 we sold our mirrors business to Bing-Lear, L.L.C. (formerly known as Detroit Automotive Interiors, L.L.C.) for a total consideration of $18,172,000 consisting of cash and preferred stock. The purchase price is subject to a post-closing adjustment.

(PROPOSAL NO. 2)

      On November 12, 1996, our Compensation Committee adopted, subject to stockholder approval, the Long-Term Stock Incentive Plan. In 1997 our stockholders approved the Long-Term Stock Incentive Plan. We have adopted subsequent amendments to the plan including, with stockholder approval, an amendment to increase the number of shares reserved thereunder by 3,300,000.

      On February 14, 2001, our Compensation Committee adopted, subject to stockholder approval, an amendment and restatement of the Long-Term Stock Incentive Plan which, among other things, increases the number of shares of common stock available for awards thereunder from 5,500,000 to 8,690,000. As of December 31, 2000, without taking into account any increase in the number of shares available under the plan, there were approximately 1,500,000 shares not subject to outstanding awards. Our Compensation Committee believes the addition of 3,190,000 shares to the reserve under the Long-Term Stock Incentive Plan is necessary to continue our policy of emphasizing equity compensation and to remain competitive with industry equity grant practice. By making a significant portion of the compensation of certain employees whose efforts can affect the value of our company depend upon the long-term performance of our common stock, we encourage those employees to work in a way that maximizes stockholder value. With this increase, the total number of shares reserved for issuance under all of our stock plans, including the Long-Term Stock Incentive Plan, will equal approximately 15% of the total number of our shares currently outstanding, a figure comparable to the total share reserves maintained by the other companies in our peer group.

      At the same time, our Compensation Committee has amended and restated the Long-Term Stock Incentive Plan to revise the definitions of “cause,” “disability,” and “share” under the plan, to increase the limitation on individual participant awards and the number of particular types of plan awards and to change the law governing the plan from Delaware to Michigan. The amendment and restatement of the plan also allows for shares subject to lapsed awards to be returned to the share reserve for future awards and requires that all future stock compensation awards made by our company be made under the Long-Term Stock Incentive Plan. The plan was also amended to state specifically that our Compensation Committee is prohibited from increasing the number of shares available for grants of awards under the plan without stockholder approval. Finally, the amendment and restatement of the plan limits option reload features by requiring that any reload feature must be part of the option as originally granted, must be automatic, must have an exercise price at least equal to the fair market value of a share at the time of the reload, may be granted with respect only to previously-owned shares used to pay the exercise price of the original option and only if the participant has owned the shares used to pay the exercise price for at least six months, must not permit reload options to be granted on reload options, must apply a minimum vesting period of six months to the option granted on reload, and must require that the option granted on reload expire no later than the original option expiration date.

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      Approval of our Amended and Restated Long-Term Stock Incentive Plan requires the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote.

Summary of the Amended and Restated Long-Term Stock Incentive Plan

      The following is only a summary of the Long-Term Stock Incentive Plan, As Amended and Restated Effective May 3, 2001, and is qualified in its entirety by reference to its full text, a copy of which is attached as Appendix B to this proxy statement.

      General. The purposes of the Long-Term Stock Incentive Plan are to optimize the profitability and growth of our company through long-term incentives that are consistent with our objectives and that link the interests of plan participants to those of our stockholders; to provide plan participants with an incentive for excellence in individual performance; to promote teamwork among plan participants; and to give us an advantage in attracting and retaining officers, key employees and directors.

      The plan permits awards of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted units, restricted stock units, performance shares and performance units. In addition, the plan provides an opportunity for the deferral of payment of salary, bonuses and other forms of incentive compensation.

      Term of Plan. If approved by our stockholders, the amendment and restatement of the Long-Term Stock Incentive Plan will become effective May 3, 2001. Awards may be made under the restated plan until the earliest of:

      Shares Subject to the Plan. The number of shares that may be issued or transferred to participants under the plan is 8,690,000, plus any shares that are or become available for grants of awards under any of our other existing stock plans on or after May 3, 2001. On and after May 3, 2001, any shares that are or become available for awards under our other existing stock plans will be subject to awards under the Long-Term Stock Incentive Plan only, and no further awards will be made under any of our other existing plans.

      If any award terminates or lapses for any reason, the shares subject to that award will again be available for grant under the plan. If there is a change in our capitalization, our Compensation Committee may make appropriate adjustments to the number and class of shares that may be delivered under the plan, to the number, class or price of shares subject to outstanding awards, and to the annual individual award limit to prevent dilution or enlargement of rights.

      Administration.  The Long-Term Stock Incentive Plan is administered by the Compensation Committee of our Board of Directors.

      Eligibility. Our employees and employees of our affiliates are eligible to participate in the plan. Our non-employee directors and non-employee directors of our affiliates may receive only nonqualified stock options under the plan. An “affiliate” is defined as a corporation, partnership, joint venture or other enterprise of which we own or control, directly or indirectly, at least one half of the voting rights. An employee actually becomes a plan participant when he or she is chosen by our Compensation Committee to receive an award.

      Limitations. Section 162(m) of the Internal Revenue Code places limits on the deductibility for federal income tax purposes of compensation paid to certain executive officers. To ensure that we can deduct the compensation income associated with stock compensation awards granted to our officers, the Long-Term Stock Incentive Plan provides that the maximum number of shares and share equivalent units that may be granted during any calendar year to any one participant under all types of plan awards is 300,000. In addition, the maximum number of shares that may be issued through options intended to be incentive stock options during the entire life of the plan is 2,000,000.

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      Terms and Conditions of Options. Each option will be evidenced by a stock option agreement between us and the optionee. Our Compensation Committee determines the exercise price of an option at the time such option is granted but that exercise price must equal at least 100% of the fair market value of our common stock at the time the option is granted. “Fair market value” is generally the average of the high and low trading prices of a share of our common stock on the New York Stock Exchange. An option award may not be modified to specify a lower exercise price without the approval of our stockholders.

      Exercise of Options. An option vests and becomes exercisable according to the terms specified in the stock option award agreement that covers the option. Whether and under what circumstances an option may be exercised after the plan participant’s death, retirement, disability or other termination of employment are specified in the stock option award agreement. Notwithstanding the foregoing, no option may be exercised more than ten years after the date of grant. The stock option award agreement also specifies the means of payment that will be permitted. Among the forms of payment that may be permitted under the plan are cash, cashier’s check, surrender of shares the optionee has held for at least six months, any combination of the foregoing or any other type of exercise permitted by applicable law. Broker-assisted “cashless” exercise is possible so long as it meets the requirements of the Federal Reserve Board’s Regulation T.

      Stock Appreciation Rights (“SARs”). Our Compensation Committee may grant freestanding SARs, tandem SARs, and/or any combination of these forms of SARs under the plan. The grant price of a freestanding SAR will equal the fair market value of our common stock on the date of grant. The grant price of a tandem SAR will equal the exercise price of the related option. A tandem SAR may be exercised for all or some of the shares subject to the related option upon the surrender of the right to exercise the equivalent portion of the related option. A tandem SAR may be exercised only as to the shares for which its related option is then exercisable. The term of a SAR may not exceed ten years. To date, our Compensation Committee has not awarded any SARs.

      Restricted Stock, Restricted Stock Units and Restricted Units. Our Compensation Committee may grant restricted stock, restricted units or restricted stock units under the plan. Except as provided in the plan, these types of awards may not be sold, transferred, pledged, assigned, or otherwise alienated until the end of a restriction period or upon earlier satisfaction of other conditions governing the award. Restricted units may be settled in cash or shares as determined by our Compensation Committee. Restricted stock units are restricted units that must be settled in shares, except to the extent of fractional shares.

      Selected participants may elect to defer a portion of their annual bonus under the Senior Executive Incentive Compensation Plan and/or their base salary in exchange for restricted stock units. Each participant who elects to make a deferral will be credited under the plan with a number of restricted stock units equal to the amount deferred increased by up to twenty-five percent, as determined by our Compensation Committee, divided by the fair market value of the common stock on the date designated by our Compensation Committee. This compensation deferral program is known as the Management Stock Purchase Plan.

      During the restriction period, participants holding restricted stock may exercise full voting rights with respect to the underlying common stock. In addition, if the award agreement governing the restricted stock or restricted units permits it, a participant may receive regular cash dividends or dividend equivalents that are paid with respect to the underlying shares or share equivalent units during the restriction period.

      Performance Units and Performance Shares. Our Compensation Committee may grant performance units or performance shares under the plan. Each performance unit has an initial value that is established by our Compensation Committee at the time of grant. Each performance share must have an initial value equal to the fair market value of our common stock on the date of grant.

Our Compensation Committee will set performance periods and performance objectives that, depending on the extent to which they are met, will determine the number or value (or both) of performance units or performance shares that will be paid out to the participant. Our Compensation Committee may pay earned performance units or performance shares in cash, shares or a combination of cash and shares. Shares may be issued subject to any restrictions deemed appropriate by our Compensation Committee.

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      For a description of the performance measures available under the Long-Term Stock Incentive Plan, see “Compensation Committee Report — Long-Term Incentives — Performance Share Awards.”

      Transferability of Plan Awards. Plan awards are not transferable other than by the laws of descent and distribution, or pursuant to a domestic relations order (as defined in Section 414(p) of the Internal Revenue Code). During his or her lifetime, only the participant may exercise an option or a stock appreciation right that has been granted to him or her.

      Notwithstanding the foregoing, at the discretion of our Compensation Committee, options and other awards granted pursuant to the Long-Term Stock Incentive Plan may be transferred or assigned to:

There must, however, be no consideration paid for such a transfer.

      Amendment, Modification and Termination. Our Compensation Committee may amend the plan at any time without stockholder approval, except as to certain enumerated matters. Our Compensation Committee may also terminate the plan without stockholder approval. No termination, amendment, or modification of the plan may adversely affect in any material way any award previously granted under the plan, without the written consent of the participant holding the affected award.

      Our Compensation Committee may make adjustments in the terms and conditions of, and the criteria included in, awards in recognition of unusual or nonrecurring events affecting our company or of changes in applicable laws, regulations or accounting principles, if our Compensation Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the plan. Stockholder approval is required for our Compensation Committee to increase the number of shares available for plan awards, to lower the exercise price of any outstanding option or to grant new awards in exchange for the surrender of outstanding awards.

      Change in Control. If a change in control, as defined in the plan, occurs, then unless otherwise specifically prohibited under the applicable laws or by the rules and regulations of any governing governmental agencies or national securities exchanges:

Federal Income Tax Consequences of Awards Granted under the Long-Term Stock Incentive Plan

      The following is a general description of federal income tax consequences to participants and our company relating to options and other awards that may be granted under the Long-Term Stock Incentive Plan. The plan is not qualified under the Internal Revenue Code Section 401(a). This discussion does not purport to cover all tax consequences relating to options and other awards.

      Nonqualified Stock Options. A participant will not recognize income, and we will not be entitled to a deduction from income, at the time of grant of a nonqualified stock option. When the option is exercised, the participant will recognize ordinary income equal to the difference, if any, between the aggregate exercise price paid and the fair market value, as of the date the option is exercised, of the shares received. The participant’s

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      Incentive Stock Options. A participant will not recognize income, and we will not be entitled to a deduction from income, at the time of grant of an incentive stock option. If the option is exercised during employment, or within three months thereafter (or one year in the case of a permanently and totally disabled employee), the participant will not recognize any income and we will not be entitled to a deduction. However, the excess of the fair market value of the shares on the date of exercise over the option price is included in computing the participant’s alternative minimum taxable income.

      Generally, if the participant disposes of shares acquired by exercise of an incentive stock option within either two years after the date of grant or one year after the date of exercise, the participant will recognize ordinary income, and we will be entitled to a deduction, equal to the excess of the fair market value of the shares on the date of exercise over the option price (limited generally to the gain on the sale). The balance of any gain or loss will be treated as a capital gain or loss to the participant. If shares are disposed of after the two year and one year periods described above expire, we will not be entitled to any deduction, and the entire gain or loss for the participant will be treated as a long-term capital gain or loss.

      Other Awards. The current federal income tax consequences of other awards authorized under the plan are generally in accordance with the following:

      In each of the foregoing cases, we will generally have (at the time the participant recognizes income) a corresponding deduction.

Outstanding Options

      The following chart sets forth the options granted under the plan during 2000 to each named executive officer and to certain specified groups of individuals. Except as described in the following sentence, all options granted pursuant to the plan have an exercise price of $22.12, first become exercisable in February 2003 and expire in February 2010. Mr. Way and Mr. Rossiter were also granted 18,000 and 100,000 options, respectively, pursuant to the plan which have an exercise price of $20.25, first become exercisable in October 2003 and expire in October 2010. Any future awards will be made at the discretion of our Compensation Committee. On March 16, 2001, the New York Stock Exchange reported a closing price of $30.31 for our common stock. The following chart does not reflect 44,000, 41,000 and 11,000 options granted in 2000 to Mr. Way, Mr. Rossiter and Mr. Vandenberghe, respectively, under the 1996 Stock Option Plan. For total options granted to named executive officers in 2000 under our option plans see “Executive Compensation — Options Grants in Fiscal Year 2000.” In addition, the following chart does not reflect options granted in 2001 to each named executive officer pursuant to deferral elections under our Management Stock Purchase

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YOUR BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF THE AMENDED AND RESTATED LONG-TERM STOCK INCENTIVE PLAN.

(PROPOSAL NO. 3)

      Our Board, upon recommendation of our Audit Committee, has appointed Arthur Andersen LLP as our independent auditors for the current year ending December 31, 2001. A proposal will be presented at the meeting to approve the appointment of Arthur Andersen LLP as our independent auditors for the 2001 fiscal year. Approval of the appointment of our independent auditors requires the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote. If the stockholders 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 our Board upon recommendation of the Audit Committee. We have been advised that a representative of Arthur Andersen LLP will be present at the 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.

YOUR BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS FOR 2001.

      Stockholders who intend to present proposals at the 2002 Annual Meeting of Stockholders pursuant to Securities and Exchange Commission Rule 14a-8 must send notice of their proposal to us so that we receive it no later than November 30, 2001. Stockholders who intend to present proposals at an annual meeting other than pursuant to Rule 14a-8 must comply with the notice provisions in our by-laws. These notice provisions require that, for a proposal to be properly brought before the 2002 Annual Meeting of Stockholders, proper notice of the proposal be received by us no sooner than October 31, 2001 and no later than November 30, 2001. Stockholder proposals should be addressed to Joseph F. McCarthy, Lear Corporation, 21557 Telegraph Road, P.O. Box 5008, Southfield, Michigan 48086-5008.

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      We know of no other matters to be submitted to the stockholders at the meeting. If any other matters properly come before the meeting, persons named in the enclosed proxy intend to vote the shares they represent in accordance with their own judgments.

      Upon written request by any stockholder entitled to vote at the meeting, we will furnish, without charge, a copy of the Form 10-K Annual Report for 2000 which we 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 16, 2001, the request must contain a good faith representation that he or she was a beneficial owner of our common stock at the close of business on that date. Requests should be addressed to Joseph F. McCarthy, Lear Corporation, 21557 Telegraph Road, P.O. Box 5008, Southfield, Michigan 48086-5008.

	By Order of the Board of Directors
	Joseph F. McCarthy
	Vice President, Secretary
	and General Counsel

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LEAR CORPORATION

I.  Audit Committee Purpose

      The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities. The Audit Committee’s primary duties and responsibilities are to:

      The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent auditors as well as anyone in the organization. The Audit Committee has the ability to retain, at the Company’s expense, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.

II.  Audit Committee Composition and Meetings

      Audit Committee members shall meet the requirements of the New York Stock Exchange (NYSE). The Audit Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be independent non-executive directors, free from any relationship that would interfere with the exercise of his or her judgment. All members of the Committee shall have a basic understanding of finance and accounting and be able to read and understand fundamental financial statements, and at least one member of the Committee shall have an accounting or related financial management expertise.

      Audit Committee members shall be appointed by the Board on the recommendation of the Nominating Committee. If an Audit Committee Chair is not designated or present, the members of the Committee may designate a Chair by majority vote of the Committee membership.

      The Committee shall meet at least three times per year or more frequently as circumstances require. The Audit Committee Chair shall prepare and/or approve an agenda in advance of each meeting. The Committee should meet privately in executive session at least annually with management, the director of internal audit, the independent auditors, and as a committee to discuss matters that the Committee or each of these groups believe should be discussed. The Committee may ask members of management or others to attend the meeting and provide pertinent information as necessary.

      The Committee should communicate with management and the independent auditors quarterly to review the Company’s financial statements and significant findings based upon the auditors limited review procedures.

III.  Audit Committee Responsibilities and Duties

Review Procedures

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Independent Auditors

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Internal Audit Department

Other Audit Committee Responsibilities

      The Audit Committee shall also undertake such additional activities within the scope of its primary function as the Committee may from time to time determine or as may otherwise be required by law, the Company’s bylaws or charter or Board of Directors. The duties and responsibilities of a member of the Audit Committee are in addition to those duties set out for a member of the Board of Directors of the Company. While the Audit Committee has the responsibilities and powers set forth by this charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditor. Nor is it the duty of the Audit Committee to conduct

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      The material in this charter is not soliciting material, is not deemed filed with the Securities and Exchange Commission and is not incorporated by reference in any filing of the Company under the Securities Exchange Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this charter is first included in the Company’s annual proxy statement filed with the Securities and Exchange Commission and irrespective of any general incorporation language in such filing.

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LEAR CORPORATION

(AS AMENDED AND RESTATED EFFECTIVE MAY 3, 2001)

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