DEPARTMENT OF THE TREASURY

WASHINGTON, D.C. 20220

April 16, 2010

Tracy Hackman, Esquire

Vice President, General Counsel and Secretary
Chrysler Financial

27777 Inkster Road

CIMS 405-27-16

Farmington Hills, MI 48334

Re: — Proposed Compensation Structures for Certain Executive Officers and Most
Highly Compensated Employees (“Covered Employees 26 — 100”)

Dear Ms. Hackman:

Pursuant to the Department of the Treasury’s Interim Final Rule on TARP
Standards for Compensation and Corporate Governance, the Office of the Special Master
has completed its review of your 2010 compensation submission on behalf of employees
who are either executive officers of Chrysler Financial or one of the company’s 100 most
highly compensated employees, excluding those employees subject to Section 30.10 of
the Interim Final Rule (“Covered Employees 26 — 100” or “Covered Employees”).

According to the materials you have submitted, the proposed compensation
structures for Covered Employees 26 — 100, with the exception of a single Covered
Employee, fit within the exemption set forth in Section 30.16(a)(3)(ii) of the Interim
Final Rule for employees receiving total annual compensation (other than long-term
restricted stock) not exceeding $500,000. The proposed compensation structures
therefore are automatically deemed to meet the requirements of the Interim Final Rule,
and Chrysler Financial is not required to seek the prior approval of the Special Master to
implement these structures. To the extent the 2010 compensation structure for any
Covered Employee, including the amounts that are or may be payable thereunder, is
modified such that the exemption is no longer applicable, Chrysler Financial is required
to notify the Office of the Special Master and seek approval for further action consistent
with the Interim Final Rule. 31 C.F.R. § 30.16(a)(3)(ii).

The proposal for the Covered Employee with total annual compensation
exceeding $500,000 is, according to the submission, based on the compensation
structures previously approved by the Special Master on March 23, 2010, for Chrysler
Financial’s “Top 25” employees. In light of the foregoing, Chrysler Financial has


demonstrated that the compensation structure for such Covered Employee will not result
in payments that are inconsistent with the purposes of Section 111 of EESA or TARP, or
would otherwise be contrary to the public interest, and such compensation structure is
therefore approved.’ See id.

The foregoing is limited to the proposed compensation structures for Covered
Employees 26 ~ 100, and may not be relied upon with respect to any other employee of
Chrysler Financial. Moreover, the Office of the Special Master has relied upon, and this
letter is qualified in its entirety by, the accuracy of the materials submitted by Chrysler
Financial to the Office of the Special Master, and the absence of any material
misstatement or omission in such materials.

Very truly yours,

ne £5

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

cc: Mr. Thomas F. Gilman

' The Covered Employee is subject to certain expatriate arrangements that provide for the payment of
“other” compensation. Chrysler Financial anticipates that these payments, when combined with all
perquisites and other compensation paid to the Covered Employee in 2010, will exceed the $25,000 annual
limit on perquisites and other compensation set forth in the March 23, 2010 determinations for “Top 25”
employees. Because the Covered Employee's total compensation for 2010 is not expected to exceed
$570,000, the Special Master has concluded that these expatriate payments are consistent with the public
interest standard.