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Changes during the period are as follows:

rights on GM $1 2/3 shares rights on Fiat S.p.A. shares

Outstanding at the beginning of the year 176,747 397,820

Granted during the year ––

Forfeited during the year ––

Exercised during the year ––

Expired during the year ––

Outstanding at 31 December 2008 176,747 397,820

Exercisable at 31 December 2008 176,747 397,820

Exercisable at 31 December 2007 176,747 397,820

In accordance with IFRS 2, the Group measures the liability arising from cash-settled share-based payment transactions at fair

value at each reporting date and at the date of settlement; the changes in the fair value of these liabilities are recognised in the

income statement for the period. At 31 December 2008 and 2007, the Group measured the fair value of the liabilities generated by

these plans using the binomial method based on the following assumptions:

At 31 December 2008 At 31 December 2007

GM $1 2/3 Fiat S.p.A. GM $1 2/3 Fiat S.p.A.

share ordinary share share ordinary share

Closing price $3.36 €4.59 $24.89 €17.69

Expected volatility (%) 109.81 74.17 51.90 36.27

Expected dividend yield (%) –(a) 4.07 (a)

(a) The dividends expected to be paid on the ordinary shares of Fiat S.p.A. and used in the binomial model to calculate the fair value of these stock appreciation rights at 31 December 2007 and 2008 are

those declared by the Group in 2006.

The

fair value

of the above mentioned rights at 31 December 2008 and at 31 December 2007 amounts to:

Fair value at 31 December 2008 Fair value at 31 December 2007

GM $1 2/3 Fiat S.p.A. GM $1 2/3 Fiat S.p.A.

(€) share ordinary share share ordinary share

2001 Plan 0.00 0.00 0.61 3.85

2002 Plan 0.03 0.11 1.57 4.60

2003 Plan 0.31 0.78 3.65 9.81

2004 Plan 0.51 1.23 3.17 11.67

The liability arising on this plan at 31 December 2008 amounted to €0.2 million (€3 million at 31 December 2007). The intrinsic

value of these plans at 31 December 2008, amounted to zero (€2 million at 31 December 2007).

Treasury Shares

Treasury shares consists of 38,568,458 Fiat S.p.A. ordinary shares for an amount of €657 million (21,851,458 ordinary shares for an

amount of €419 million at 31 December 2007).

Fiat Group Consolidated Financial Statements at 31 December 2008 175