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■The undersigned, Sergio Marchionne (as Chief Executive Officer), and Alessandro Baldi and Maurizio Francescatti, (as the

Managers responsible for preparing Fiat S.p.A.’s financial reports), hereby certify, having also taken into consideration the

provisions of Article 154-bis, paragraphs 3 and 4, of Italian Legislative Decree no. 58 of February 24 1998, that:

the administrative and accounting procedures for the preparation of the Statutory Financial Statements for the 2007 fiscal year:

– are adequate with respect to the company structure and

– have been effectively applied.

■The assessment of the adequacy of the administrative and accounting procedures used for the preparation of the Statutory

Financial Statements at December 31, 2007 was based on a process defined by Fiat in accordance with the

Internal Control –

Integrated Framework

model issued by the

Committee of Sponsoring Organizations of the Treadway Commission

, an internationally

– accepted reference framework.

■The undersigned also certify that the Statutory Financial Statements at December 31, 2007:

– correspond to the results documented in the books, accounting and other records and

– have been prepared in accordance with International Financial Reporting Standards adopted by the European Union (as well as

with the provisions issued in implementation of Article 9 of Italian Legislative Decree no. 38/2005) and based on their knowledge,

fairly and correctly present the financial condition, results of operations and cash flows of the issuer.

February 15, 2008

/s/ ALESSANDRO BALDI

/s/ SERGIO MARCHIONNE /s/ MAURIZIO FRANCESCATTI

Sergio Marchionne Alessandro Baldi

Chief Executive Officer Maurizio Francescatti

Managers responsible for preparing

Fiat S.p.A.’s financial reports

Certification of the Statutory Financial Statements pursuant to Art. 81-ter of Consob Regulation no. 11971/99, as amended 319

Certification of the Statutory Financial Statements

pursuant to Article 81-ter of Consob Regulation

no. 11971 of May 14, 1999, as amended