DEPARTMENT OF THE TREASURY
WASHINGTON, D.C. 20220

December 23, 2009

Ms. Nancy Rae

Executive Vice President, Human Resources
Chrysler Group LLC

1000 Chrysler Drive

CIMS 485-08-96

Auburn Hills, MI 48326-2766

Re: — Supplemental Determination Regarding 2009 Compensation
Payments for the Chief Executive Officer (the “CEO”)

Dear Ms. Rae:

This letter addresses certain matters related to determinations of the Special
Master for TARP Executive Compensation under the Department of the Treasury’s
Interim Final Rule on TARP Standards for Compensation and Corporate Governance (the
“Rule”), regarding the compensation of the senior executive officers and certain most
highly compensated employees of Chrysler Group LLC (“Chrysler”).

Pursuant to the Rule, on October 22, 2009, the Special Master issued an initial
determination (the “Initial Determination”) with respect to compensation structures and
payments for the senior executive officers and the next 20 most highly compensated
employees of Chrysler. In the Initial Determination, no compensation structure or
payments were approved by the Special Master for Chrysler’s chief executive officer,
because the CEO’s compensation is entirely paid by Fiat S.p.A, a minority shareholder of
the Company, where he also serves as chief executive officer.

Following the Initial Determination, Chrysler representatives notified the Office
of the Special Master that the Company’s independent compensation committee had
determined that to best align the CEO’s interests with the Company’s shareholders, the
CEO should earn Chrysler stock on the same terms as other directors. (The CEO also
serves as a director.) Accordingly, Chrysler proposed that the CEO receive a grant of
restricted units vesting in equal installments on the first three anniversaries of the grant
date. Under the Rule, the compensation of directors generally is not subject to review by
the Special Master, but all payments to an exceptional assistance recipient’s principal
executive officer—even for service as a director—require approval.

The Special Master reviewed the Company’s proposal to grant stock to the CEO
in light of the principle in the Rule that a portion of compensation provided to senior
executives should be “long-term compensation that aligns the interest of the employee
with the interests of shareholders and taxpayers.” 31 C.F.R § 30.16(b)(1)(ii).. The


Special Master has determined that Chrysler’s proposal generally is consistent with that
principle; however, due to legal restrictions on the types of payments that may be
delivered to senior executive officers such as the CEO, see id. at § 30.10, the structure of
the stock grant proposed by Chrysler would violate the Rule. In the alternative, the
Special Master has determined that the stock salary structure set forth on Exhibit I, which
is intended to both meet the requirements of the Rule and provide the same level of stock
ownership and long-term incentives proposed by Chrysler, will not result “in payments
that are inconsistent with the purposes of Section 111 of EESA or TARP, or are
otherwise contrary to the public interest.” /d. at § 30.16(a)(3)(ii).

The conclusions reached herein are limited to the authority vested in me by
Section 30.16(a)(3) of the Rule, and shall not constitute, or be construed to constitute, the
judgment of the Office of the Special Master or the Department of the Treasury with
respect to the compliance of the proposed compensation structure or any other
compensation structure for the subject employee with any other provision of the Rule.
Moreover, my evaluation and conclusion have relied upon, and are qualified in their
entirety by, the accuracy of the materials submitted by Chrysler to the Office of the
Special Master, and the absence of any material misstatement or omission in such
materials.

Very t yours,

Kepneth R. Feinberg
Office of the Special Master
for TARP Executive Compensation

ce: Holly E. Leese, Esquire
Lawrence Cagney, Esquire


EXHIBIT I
ADDITIONAL DETERMINATION

Chief Executive Officer stock salary arrangement for 2009 service as a director:

Amount. ..$600,000

Delivery 00.0... cecseeeeteeeeseereseessreeseeeee-QFanted on a nunc pro tunc basis, effective the first
date of the CEQ’s service as a director of Chrysler

Settlement ............cceccsessseesessseeeethe later of (i) the third anniversary of the date any
portion of the stock salary was earned, or (ii) the
date on which Chrysler has no remaining
“obligations” (as defined in the Rule) under TARP

Other terms............ccecseeeseeesseeee- Consistent with Exhibit II of the Special Master’s

Initial Determination