Patricia Geoghegan, Esq.
April 19, 2011
Page 2

that is not an affiliate, and Section 30.14(a) of the Rule will apply. Fiat will not be an affiliate of
Chrysler for purposes of Section 30.14(a) because it was not an affiliate when the Contemplated
Acquisition began in June 2009. The Contemplated Acquisition was clearly anticipated in June
2009, as evidenced by the LLC Agreement, which set forth a path that Fiat could follow to
acquire 51 percent of the ownership interest in Chrysler. Therefore, the incremental increases in
Fiat's ownership interest in Chrysler over time since June 2009 constitute a series of Steps ina
single acquisition transaction. As such, Fiat’s status as an affiliate of Chrysler for purposes of
Section 30.14(a) of the Rule should be tested on June 10, 2009, when Fiat acquired its initial
interest in Chrysler. Because Fiat was not an affiliate of Chrysler immediately prior to that first
step, Section 30.14(a) applies to the Contemplated Acquisition. As a result of the application of
Section 30.14(a) of the Rule, neither Fiat nor the employees of Fiat or Chrysler will be subject to
the Rule upon the consummation of the Contemplated Acquisition when Fiat acquires 51 percent
of Chrysler.

We respectfully request your advisory opinion confirming our analysis of the
consequences of the transaction under the Rule.

Very truly yours,

FIAT NORTH AMERICA LLC

By: Meuolh

Chairman of the Board

CHRYSLER GROUP LLC)

i y
yy: CCl

Richard Palme;
Senior Vice President and
Chief Financial Officer

SCL3034511


DEPARTMENT OF THE TREASURY
WASHINGTON, D.C. 20220

April 22, 2011

Mr. Richard Palmer

Senior Vice President and Chief Financial Officer
Chrysler Group LLC

1000 Chrysler Drive

Auburn Hills, MI 48326

Mr. Silvia Vernetti
Chairman of the Board
Fiat North America LLC
via Nizza n. 250

10125 Torino, Italy

Re: _ Fiat’s acquisition of Chrysler Group LLC

Dear Messrs. Palmer and Vernetti:

I am in receipt of your letter dated April 19, 2011, requesting an advisory opinion
confirming your analysis of the treatment of a transaction under the U.S. Department of the
Treasury’s (“Treasury”) Interim Final Rule on TARP Standards for Compensation and Corporate
Governance (the “Rule”). Under the Rule, the Office of the Special Master for TARP Executive
Compensation has the responsibility for determining how the requirements of Section 111 of the
Emergency Economic Stabilization Act of 2008, as amended, and the Rule apply to particular
facts and circumstances, and may issue advisory opinions with respect to those requirements.
See 31 C.F.R. § 30.16(a)(1).

The Office of the Special Master has reviewed the description of the transaction in your
letter, which is attached as Exhibit I, and the relevant provisions of the Rule. It should be noted
that a shareholder of or owner of membership interests in a TARP recipient (as such term is
defined in the Rule) will not normally be considered, for purposes of Section 30.14(a) of the
Rule, to have initiated an acquisition when the shareholder or owner acquires a minority interest
in the TARP recipient. The specific facts and circumstances of the transaction described in your
letter are exceptional, however, in establishing that Fiat's contemplated acquisition of Chrysler
started in June 2009. Accordingly, I concur with your analysis of the consequences of the
transaction under Section 30.14(a) of the Rule.


In addition, we understand that Chrysler Group LLC (including its subsidiaries,
“Chrysler”) has contractually agreed with Treasury to remain subject to and comply with the
Rule (including the provisions of Section 30.16 thereof, but without regard to the provisions of
Section 30.14(a) thereof) as though Chrysler remained a TARP recipient receiving “exceptional
financial assistance”, as such term is defined in the Rule, until the date on which Treasury has
sold or transferred all of the 98,461 Class A membership units issued to it in June 2009, pursuant
to the Master Transaction Agreement, dated as of April 30, 2009, and Chrysler’s LLC Operating
Agreement, dated as of June 10, 2009 (it being understood that, for this purpose, any
membership units acquired by Treasury will be deemed to be sold or transferred on a first-in,
first-out basis).

This letter is being issued pursuant to the authority granted to the Office of the Special
Master under the Rule. Jd. The opinion expressed herein is limited to the facts described in
Exhibit I, and shall not be relied upon by anyone with respect to any other facts or
circumstances. The opinion has relied upon, and is qualified in its entirety by, the accuracy of
those facts and the absence of any material misstatement or omission in Exhibit I.

truly yours,

Patricia Geoghegan

Office of the Special ter
for TARP Executive Compensation



EXHIBIT I

Chrysler Group LLC Fiat North America LLC
1000 Chrysler Drive via Nizza n. 250
Auburn Hills, Michigan 48326 10125 Torino, Italy
April 19, 2011

Patricia Geoghegan, Esq.

Office of the Special Master for TARP Executive Compensation
U.S. Department of the Treasury

1500 Pennsylvania Avenue, NW

Washington, DC 20220

Re: Fiat's Acquisition of Chrysler Group LLC
Dear Ms. Geoghegan:

Fiat North America LLC (“Fiat”) owns 30 percent of the ownership interest in Chrysler
Group LLC (“Chrysler”) and plans to increase its ownership interest in Chrysler. Fiat initially
acquired a 20 percent ownership interest in Chrysler pursuant to Chrysler's Amended and
Restated Limited Liability Company Operating Agreement dated as of June 10, 2009 (the “LLC
Agreement”). As contemplated by the LLC Agreement, Fiat’s ownership interest in Chrysler
increased to 25 percent in January 2011, and to 30 percent earlier this month, and may increase
to 51 percent if certain additional steps are taken (the “Contemplated Acquisition”).

Chrysler has received financial assistance under the Troubled Asset Relief Program
(“TARP”) established under the Emergency Economic Stabilization Act of 2008, as amended
(“EESA”). Accordingly, Chrysler is subject to Section 111 of EESA as implemented by the
Interim Final Rule on TARP Standards for Compensation and Corporate Governance (the
“RuleTM), and is a “TARP recipient” as defined in the Rulc.

Section 30.14(a) of the Rule generally provides that, in the event a TARP recipient is
acquired by an entity that is not an affiliate (as defined in Section 30.1 of the Rule) in an
acquisition of any form, the acquirer will not become subject to the Rule and the acquirer's
employees, including employees of the acquired entity, will not be subject to the Rule.

Fiat is not itself TARP recipient and was not an affiliate (as defined in the Rule) of
Chrysler immediately prior to the time it acquired its initial 20 percent ownership interest in
Chrysler.

Pursuant to our analysis of the Contemplated Acquisition under the Rule, when Fiat's
ownership interest in Chrysler exceeds 50 percent, Chrysler will have been acquired by an entity