MEMORANDUM To: Association Board of Directors Automotive Distribution Board of Directors Regional Directors Standing Committee Chairs State

Presidents State/Branch Finance Officers Branch Presidents Jolani Foster, Director of Chrysler Financial Services

Cc:

From: Terrence James, Vice President of Mergers and Acquisitions Emery McClendon, General Council Peter Jewel, Director, UAW Information Technology Department Date: January 23, 2012 1. GENERAL COMMENTS Due to the command from the Board of Directors to acquire an automotive entity, either as a supplier or manufacturer, that will grow Chryslers business, this memorandum sets forth the objectives and methods of operation of the Acquisition, the principal terms of the potential deal and certain other pertinent information. 2. BUSINESS AQUIRED Checker Motors Corporation (Checker) is a manufacturer of automobiles built mainly for use as taxicabs. It also has a large sheet metal stamping operation that it utilizes for stamping the sheet metal used in its cars and for stamping sheet metal for other companies, including Chrysler, as a supplier company. Checkers headquarters and only factory are located in Kalamazoo, Michigan. It has 1 million shares of common stock issued and outstanding that is 100% owned by one person, David Markin, who is the president of Checker and will be responsible for the day-to-day operations once acquired. Checker manufactures approximately 5,000 taxicabs per year and is a supplier of stamped sheet metal to five other companies in addition to Chrysler, none of which are related to the automotive business except, of course, itself for the manufacture of taxicabs. Checkers is registered in The State of Michigan. Its office is located at 2016 N Pitcher St Kalamazoo, MI 49007, its telephone number is 269-343-6121 and its fax number is 269-3435651.

3. THE OPPORTUNITY Terrance James, Vice President of Mergers and Acquisitions, believes that Checker has a unique opportunity to both add another automotive-related line of business and decrease the current cost of purchasing materials for our vehicles, since Checker is an existing supplier to Chrysler with a product mark-up price of 42%. 4. THE OFFERING/ PRICE Chrysler will be offering not less than $26,500,000 and not more than $35,000,000 to acquire Checker. The purchase will guarantee the transfer of the 1 million shares of stock in Checker, currently held solely by David Markin its current President, to Chrysler. This document does not solicit any votes to act, but is used to explain the Transaction. 5. ILLIQUIDITY OF INVESTMENT IN THE TRANSACTION Because of the limitation on withdrawal rights and the fact that Checkers interests are privately held, our investment in the Transaction is a relatively illiquid investment and involves a low degree of risk. 6. TAX AND OTHER RELATED CONSIDERATIONS Tax results will depend upon the business type chosen for Federal income tax purposes. Existing income tax laws and regulations and interpretations thereof but the courts may be changed or repealed in the future and the effect of such modifications cannot be predicted. In addition, we may be subject to federal and state laws, rules and regulations which may regulate our participation in the Transaction, in investment strategies of the type which the investment managers may utilize from time to time. 7. MANAGEMENT There are various ways of structuring this Transaction that we are exploring now, but we intend to ask David Markin to stay on in some capacity to continue running the company. 8. PRE-DEAL DOCUMENTS We have already prepared and submitted both a Letter of Intent and Confidentiality Agreement to Checker. The Letter of Intent is a document outlining the Transaction, before an agreement is finalized. The purpose of this document is: (1) to clarify the key points of the transaction, (2) to declare officially that we are currently negotiating, and (3) to provide safeguards in case a deal collapses during negotiation.

The Confidentiality Agreement is a contract through which parties agree not to disclose information covered by the agreement. It is a legal contract between us and Checker that outlines confidential material, knowledge, and information that we wish to share with and obtain from them, for the purposes of the transaction, but wish to restrict access to or by any third parties. 9. RISK FACTORS Purchase of Checker will be comprehensive and will involve a relatively low risk. However, the risks associated with the Transaction include but are not limited to: Checker has declined in sales 2% for the last two quarters One company that Checkers currently does business with may be going out of business soon. Checkers fixed-cost contract with one of its steel suppliers will end at the end of this year

10. CONFLICT OF INTEREST The interests of Checkers at times may conflict in some respects with our current operation. However, the Transaction will require that Checker exercise good faith and integrity in resolving any conflicts of interest. 11. PROJECTIONS Attached hereto are certain projections concerning the Transaction. Projections are hypothetical and based upon present factors influencing the business of Checker. Assumptions regarding future changes in sales and revenues are necessarily speculative in nature. In addition, projections do not and cannot take into account such factors as general economic conditions, unforeseen changes and developments in available technologies and products, the entry into Checkers market of significant additional competitors, natural disasters, and other risks inherent to the business of Checker. While our accounting department believes that the projections reflect the possible future results of the Transaction, such results cannot be guaranteed and we must be prepared for the substantial economic risks involved in the purchase of Checkers, including the total loss of our investment. 12. EXHIBITS This document contains the following exhibits: Projections Product Brochures The Divisional Business Plan Newspaper Articles
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Please consider the information provided herein, along with our express recommendation of the Acquisition of Checker Motor Corporation. Regards, Terrence James, Vice President of Mergers and Acquisitions Emery McClendon, General Council Peter Jewel, Director, UAW Information Technology Department