MAFA Term Sheet

1

Term of Agreement

Four year agreement; automatically renewed for successive 1 year terms unless Chrysler or GMAC provide 12 months notice of nonrenewal prior to the end of the current term. In consideration of the wholesale and retail financing support being provided to Chrysler customers and dealers, particularly in light of the efforts to support the Chrysler dealer network, the agreement will have the exclusivity provisions provided herein. In the event of a termination of this agreement, GMAC will reasonably cooperate in good faith to assist Chrysler in facilitating the qualification of another financial services provider during an appropriate transition period to be agreed.

2

Territories

The financial services to be rendered by GMAC will be offered for all brands distributed through the Chrysler dealer network in the following countries for the duration of the MAFA:

•        USA (including Puerto Rico on a reasonable best efforts basis)

•        Canada

•        Mexico

•        Other International markets as the parties may mutually agree from time to time

3

Transition

GMAC will use commercially reasonable efforts to facilitate a smooth transition from Chrysler’s current agreements with Chrysler Financial. The parties will develop separate transition plans for wholesale, and retail financing and ancillary services (e.g., insurance and remarketing services).

As part of transition planning, GMAC will use commercially reasonable efforts to (i) put in place new interim dealer funding for new and used inventory as promptly as practicable with a target completion date of May 15, 2009, (ii) promptly conduct a dealer credit assessment to determine whether to establish longer-term credit lines of adequate amount and consistent with GMAC credit policies (as determined by GMAC in good faith) for each Chrysler dealer within 180 days from the date of this Term Sheet, GMAC and Chrysler will collaborate to establish, and GMAC will use commercially reasonable efforts to satisfy, interim targets to be established by May 15, 2009 for the completion of such process and (iii) begin to offer new retail financing accommodations to Chrysler dealers as soon as reasonably practicable with an expected target date of May 15, 2009 for standard retail financing and June 1, 2009 for subvention programs. GMAC will provide Chrysler with regular reporting as to the

progress of the foregoing. All decisions to establish credit lines or to decline to provide credit or to provide other products or services to a dealer or consumer will be at GMAC’s sole discretion. To the extent that after the dealer credit assessment GMAC determines not to establish longer-term credit lines for dealers, GMAC will use commercially reasonable efforts to provide sufficient advance notice to such dealers to enable them to determine whether financing will be available.

As part of the transition plan, GMAC will provide new dealer funding in accordance with this Term Sheet and (i) in the U.S. and Canada, the interim program parameters attached as Annex A hereto and the program parameters attached as Annex B hereto following the completion of the interim period and (ii) in Mexico, the program parameters attached as Annex C hereto, in each case absent a dealer default.

4

Financial Products

GMAC shall provide the following financial services and products to Chrysler dealers and customers, as GMAC deems appropriate from a credit and risk management perspective in its sole discretion.

Dealer Financing and Services:

•        Vehicle Inventory Financing (New and Used);

•        Capital Loans;

•        Equipment Loans;

•        Real Estate Loans;

•        Dealer insurance products and services, subject to [***];

•        Remarketing (including GMAC SmartAuction and other auction services); and

•        Electronic cash and drafting settlement systems

Retail Financing:

•        Consumer Retail Financing;

•        Commercial Retail Financing; and

•        Fleet Financing (Commercial Finance).

Currently GMAC does not offer any leasing products other than standard rate products, but GMAC may offer such products in the future subject to market conditions and risk management policies and if offered by GMAC, will be available to the Chrysler network on a non-discriminatory basis taking into account that OEMs offer different products and programs and those products have different residual values.

5

Risks

Subject to GMAC’s credit policies and the terms below, GMAC shall provide all financing and funding for the financial services offered and shall bear all risks in connection with financing services including, but not limited to credit risk; and residual value risk

Unless otherwise mutually agreed (e.g. in connection with a specific subvention program), all such financing and funding will be on a non-recourse basis with respect to Chrysler and pursuant to which Chrysler shall not bear the credit risk.

[***]:

•     [***].

•     [***].

[***].

In the event that all or substantially all of the assets of Chrysler are sold in a transaction that, in the judgment of GMAC, is likely to result in the successful stabilization of Chrysler’s automobile manufacturing business (i.e., if Chrysler emerges from bankruptcy), [***].

In any event, the parties agree to negotiate in good faith on an annual basis [***].

For the avoidance of doubt, each of Chrysler’s subsidiaries that are debtors in Chrysler’s bankruptcy case will guarantee Chrysler’s obligations under this agreement unless explicitly prevented by any preexisting agreement or applicable law or to the extent that such guarantees would result in a material adverse tax consequence to Chrysler.

Formal approval of dealership credit lines will be contingent upon having a Vehicle Repurchase Agreement from Chrysler, in form and substance mutually agreed between the parties, including the minimum terms outlined in Annex D of this Term Sheet (the “Vehicle Repurchase Agreement”).

6

Retail Exclusivity for Subvention Programs

Chrysler will, (i) beginning six months after the date of this Term Sheet, use GMAC for at least [***] of Chrysler subvented volume and (ii) beginning twelve months after the date of this Term Sheet, use GMAC for at least [***] of Chrysler subvented volume (the “Volume Thresholds”).

Prior to the period during which the Volume Thresholds are in effect, Chrysler will continue to offer subvented volume through GMAC on a non-exclusive, side-by-side basis with any third party finance provider.

If there is no Capital Markets Disruption and [***], Chrysler may provide such specific subvention program through third parties (without such volume being counted in the Volume Threshold calculation). In such cases, Chrysler will consult in good faith with GMAC as to the terms and conditions of the individual situations in order to facilitate GMAC’s ability to service Chrysler’s retail financing needs.

7

Capital Markets Disruption

Capital markets disruption (“ Capital Markets Disruption ”) is defined as a period of time in which global credit markets are such that credit is either “not available” or “not available on any commercially reasonable terms” to borrowers with credit rating and business prospec