The Chrysler Corporation says former chairman Lee Iacocca, while still on the company payroll, gave company secrets to Kirk Kerkorian. This lawsuit, filed December 4, 1995, was the latest salvo in the escalating tensions between the car maker and its former chairman. The dispute began when Iacocca supported Kerkorian's unsuccessful attempt to take over Chrysler earlier this year.

 
STATE OF MICHIGAN IN THE CIRCUIT COURT FOR 
OAKLAND COUNTY    CHRYSLER CORPORATION, a 
Delaware corporation,    
Plaintiff,    

v.    

LEE A. IACOCCA,    
Defendant.     

THOMAS G. KIENBAUM (P15945) Dickinson, Wright, 
Moon, Van  Dusen & Freeman Attorneys for Plaintiff 525 
North Woodward  Avenue, Suite 2000 Bloomfield Hills, 
MI 48304-2970 (810) 646- 4300    
FREDERICK P. FURTH DANIEL S. MASON Furth, 
Fahrner &  Mason Co-Counsel for Plaintiff Pending 
Admission Pro Hac Vice  Furth Building, Suite l000 201 
Sansome Street San Francisco, CA  94104 (415) 433-2070           
A civil action between these parties arising out of certain of 
the  transactions and occurrences alleged in the complaint 
has been  previously filed in California Superior Court for 
the County of Los  Angeles, where it was given docket 
number BC138523 and was  assigned to Judge Janavs. The 
action is pending.    

CHRYSLER CORPORATION'S COMPLAINT 
AGAINST LEE A.  IACOCCA FOR BREACH OF 
CONTRACT, BREACH OF  FIDUCIARY DUTY, 
ACCOUNTING FOR Prof, AND  DECLARATORY 
RELIEF    
JURY TRIAL DEMANDED         
Chrysler Corporation ("Chrysler"), a Delaware corporation, 
for its  complaint against defendant Lee A. Iacocca 
("Iacocca"), alleges, with  knowledge as to its own acts and 
upon information and belief as to  the acts of others, as 
follows:        
NATURE OF THE CASE       
1. This action arises from the wrongful conduct of Iacocca, 
a former  Chairman and Chief Executive Officer, director, 
and consultant of  Chrysler. During his time at Chrysler, 
Iacocca obtained a vast amount  of confidential business 
and financial information about Chrysler,  including 
material, nonpublic information (the "confidential  
information"). Iacocca owed Chrysler a legal and 
contractual duty not  to disclose that confidential 
information. Iacocca has breached and is  continuing to 
breach those obligations.       

2. Iacocca has breached his fiduciary duties owed to 
Chrysler by  disclosing confidential information about 
Chrysler to Kirk Kerkorian  ("Kerkorian"), a notorious 
corporate raider whose wholly-owned  Tracinda 
Corporation ("Tracinda") is a major Chrysler stockholder.  
These disclosures began while Iacocca was a highly paid 
consultant to  Chrysler and a director of Chrysler, if not 
earlier, and continue today.  The disclosures, for which 
Iacocca has received substantial past  payments and the 
promise of millions of dollars of future  compensation, 
have had the improper aim of providing Kerkorian  with 
confidential information that was not available to other  
shareholders.     

3. Iacocca has also breached the consulting  agreement 
dated June 11, 1992 (the "Consulting Agreement"), in  
which Iacocca agreed to provide consultation services to 
Chrysler at  the request of Chrysler's Board of Directors 
(the "Board") or the  Chairman and CEO of Chrysler, in 
return for substantial  compensation from Chrysler. The 
Consulting Agreement is attached  as Exhibit A and 
incorporated by reference. In the Consulting  Agreement, 
Iacocca agreed that he would: 

(a) act exclusively "in close  association with the Chairman 
and CEO and under the general  auspices of the Board" in 
all matters involving Chrysler; 
(b) not  disclose any material, nonpublic information or 
other confidential  information about Chrysler; 
(c) not associate with others in a manner  that made him a 
member of a shareholding "group" having a reporting  
obligation under Section 13(d) of the Securities Exchange 
Act  ("Exchange Act"); and 
(d) not conduct himself in any way that, in the  good faith 
judgment of Chrysler's Board, would adversely affect or  
conflict with the interests of Chrysler. Iacocca satisfied 
none of these  obligations.       

4. Iacocca has unjustifiably made efforts to increase his 
ownership  of Chrysler stock through exercise of certain 
stock options granted to  him by Chrysler, despite his 
noncompliance with the express  contractual preconditions 
to exercise of the options. Iacocca's option  agreements 
made his entitlement to exercise stock options after his  
retirement subject to the conditions that he neither (a) take 
other  employment or render services to others without the 
written consent  of Chrysler nor (b) conduct himself in a 
manner adversely affecting  Chrysler. Iacocca violated 
these preconditions through such actions as  providing 
services to Kerkorian and Tracinda without prior  
authorization, assisting Kerkorian in developing and 
launching an  unsolicited takeover bid for Chrysler, 
persisting in his support of  Kerkorian's takeover effort 
even after Chrysler's Board had formally  declared that the 
proposed takeover was not in the best interests of the  
company or its shareholders, and making public statements  
disparaging Chrysler and its products. In response to 
Iacocca's attempt  to exercise certain options subject to 
these preconditions, Chrysler's  Board properly declared 
that the options were not exercisable, for  failure to comply 
with these preconditions. Iacocca nevertheless  continues 
wrongly to assert that he is entitled to exercise these  
options.       

5. As a result of Iacocca's wrongful acts, Chrysler has 
suffered and  continues to suffer substantial economic and 
other losses, and  Chrysler is entitled to:       
a. compensatory and exemplary damages;       
b. the return of compensation and perquisites that Chrysler  
conveyed to Iacocca through 1994, while he was in breach 
of the  Consulting Agreement and/or Chrysler policies 
conceding  confidential information;       
c. preliminary and permanent injunctive relief against 
Iacocca's  continuing use and disclosure of Chrysler's 
nonpublic information;       
d. an accounting for all profits and other compensation that 
Iacocca  has unjustly obtained from Kerkorian and Tracinda 
in return for  wrongfully disclosing Chrysler's confidential 
information; and       
e. a declaration that the Board was legally justified in 
refusing to  permit Iacocca to exercise option rights to 
purchase Chrysler's stock.        

JURISDICTION AND VENUE       
6. This Court has jurisdiction over these claims under Art. 
VI,  13 of  the Michigan Constitution and MSA  27A.601, 
27A.605; MCL   600.601, 600.605.       

7.    Venue is proper in this judicial circuit under MSA 
27A.1621,  27A.1629; MCL  600.1621, 600.1629, because 
defendant Iacocca  resides in Oakland County.        

THE PARTIES       

8. Plaintiff Chrysler is a corporation organized and existing 
under  the laws of the State of Delaware, with executive 
offices at 800  Chrysler Drive East, Auburn Hills, Oakland 
County, Michigan. Other  executive offices are presently 
located at 12000 Chrysler Drive,  Highland Park, Michigan. 
In 1996, all of Chrysler's executive offices  will be located 
at the Oakland County address. Chrysler's  headquarters 
have been located in Michigan since 1927, and it  employs 
approximately 44,000 people in the State of Michigan.  
Chrysler and its consolidated subsidiaries operate in two 
principal  industry segments: automotive operations and 
financial services.  Chrysler's automotive operations 
include the research, design,  manufacture, assembly and 
sale of cars, trucks, and related parts and  accessories. 
Through its wholly-owned subsidiary, Chrysler Financial  
Corporation, Chrysler is engaged in wholesale and retail 
financing for  Chrysler vehicles, and in property, casualty 
and other insurance  businesses.       

9. Defendant Iacocca has been a resident of Michigan since 
1947,  and is presently a resident of Bloomfield Hills, in 
Oakland County,  Michigan. Beginning in November 1978, 
he was continuously  employed by Chrysler in Michigan. 
From 1979 through 1992, Iacocca  was Chrysler's 
Chairman and CEO. Iacocca was retained by Chrysler  as a 
consultant throughout 1993 and 1994, and he remained a 
director  until September 1993.     

ALLEGATIONS COMMON TO ALL CLAIMS     
Iacocca's Obligations To Chrysler       

10. After joining Chrysler in November of 1978 as 
President and  Chief Operating Officer, Iacocca became 
Chairman and CEO in  September 1979. He held those 
positions for 13 years, until the end of  1992. Iacocca was 
employed by Chrysler at the will of Chrysler's  Board, 
which set his compensation. In Iacocca's career with 
Chrysler,  his total compensation, exclusive of unexercised 
options, exceeded  $90 million.       

11. Iacocca had unfettered access to every aspect of 
Chrysler's  operations and to all of its confidential 
information. He oversaw  numerous major financial 
transactions; oversaw negotiations with  unions, banks, 
suppliers, and regulators; and controlled the  development 
of new vehicles and new product lines. Iacocca was  privy 
to highly sensitive financial data, debt information, pricing  
strategies, investing and stock repurchasing strategies, 
marketing and  manufacturing strategies, long-term 
financial and operating  projections, and other kinds of 
confidential information associated  with the management 
and business of Chrysler, including information  about 
Chrysler's assessments, plans and strategies relating to  
Kerkorian and Tracinda.       

12. While CEO of Chrysler, Iacocca presented himself to 
the public  as the virtual personification of Chrysler. He 
pursued extensive  activities to make his profile to the 
public even more prominent than  that of other chief 
executive officers of major corporations. Iacocca's  public 
positions respecting Chrysler consequently took on 
particularly  strong public significance. His public 
pronouncements were widely  quoted, and he sought to 
cultivate public association of him with  Chrysler through 
his books, personal appearances, advertisements and  other 
public statements. Today, he remains publicly associated 
with  Chrysler and its products.       
13. Chrysler expected and trusted Iacocca to be faithful to 
Chrysler  and to represent exclusively its interests, rather 
than his own interests.  As a Chrysler officer, director, 
employee, and consultant, Iacocca had  fiduciary 
obligations to act in good faith and with undivided loyalty 
to  Chrysler and its shareholders. In order to fulfill these 
duties, he was  required to exercise his best efforts on 
behalf of Chrysler, to refrain  from unauthorized disclosure 
of confidential information concerning  Chrysler, to abide 
by Chrysler's policies, and to refrain from acting in  a 
manner adverse to or inconsistent with Chrysler's interests.       
14. Chrysler's official policies required Iacocca, like all its 
officers  and employees, to:       
a. release no confidential information without the review 
and  concurrence of the Public Affairs Office;       
b. refrain from disclosing nonpublic information that might  
materially affect the market price of Chrysler's securities; 
and       
c. handle requests for information from shareholders with  
impartiality and on an equal basis.       

15. Chrysler, at all relevant times, has had codes of ethics 
for  employees. The codes, which were distributed 
throughout Chrysler  under Iacocca's signature, make 
employees responsible for protecting  Chrysler's property 
(including confidential information) from  unauthorized 
use. The codes of ethics also prohibit disclosure of  inside 
information, which the codes expressly characterize as  
proprietary to Chrysler. The codes of ethics clearly warn 
that  violations can result in disciplinary action (including 
termination) or  in legal proceedings.       

16.   On June 11, 1992, in anticipation of his retirement as  
Chairman and CEO, Iacocca signed a Consulting 
Agreement that took  effect upon his retirement on 
December 31, 1992. Under the  agreement, Iacocca was to 
be paid $500,000 per year and to receive  the perquisites 
available to Chrysler's most senior executives,  including an 
office, staff support, accident insurance, reimbursement  of 
expenses, and use of corporate aircraft and security 
services. In  return for such compensation and perquisites, 
Iacocca was to provide  consultation services to Chrysler at 
the request of the Board or the  Chairman and CEO of 
Chrysler.       

17. Iacocca expressly undertook in the Consulting 
Agreement: 
(a) to  act exclusively "in close association with the 
Chairman and CEO and  under the general auspices of the 
Board"; 
(b) to maintain, without  future time limit, the 
confidentiality of material, nonpublic  information 
concerning the business and affairs of Chrysler; 
(c) not to  associate with any person or entity in a manner 
that subjected him or  any "group" to a reporting obligation 
pursuant to Section 13(d) of the  Exchange Act; 
(d) not to "render services" that were "detrimental or  
inimical to the interests of Chrysler"; and 
(e) not to conduct himself in  any manner that "in the good 
faith judgment of the Company's Board,  adversely affects 
or conflicts with the interests of Chrysler."       

18. Iacocca continued to receive confidential information 
about  Chrysler during the period of his consultancy, even 
after he resigned  from the Board in September 1993, and 
continued to have virtually  unlimited access to any 
information he wanted about the company.       

19. After Iacocca's Consulting Agreement terminated at the 
end of  1994 he continued to have a duty not to use or 
disclose confidential  information obtained as a director, 
officer, employee or consultant to  Chrysler.       

20. Iacocca was also granted stock option rights. The 
options are  subject to the terms and conditions of 
Chrysler's Stock option Plan,  which was initially approved 
by the Board and shareholders in 1972  (the "Stock Option 
Plan"), and its successor, the Stock Compensation  Plan, 
which was initially approved by the Board and shareholders 
in  1991 (the "1991 Stock Compensation Plan"). Copies of 
the Stock  Option Plan and the 1991 Stock Compensation 
Plan are attached as  Exhibits B and C, respectively, and 
incorporated by reference. Section  8 of the Stock Option 
Plan provides that any exercise of option rights  after the 
termination of Iacocca's employment is subject to two  
conditions precedent, which are applicable to each option 
holder: (a)  that he takes no other employment and renders 
no services to others  without Chrysler's written consent 
and (b) that he does not conduct  himself in a manner 
"adversely affecting" Chrysler. Section 5(b)(vii)  of the 
1991 Stock Compensation Plan imposes the same two  
conditions precedent on the exercise of options by all 
participants of  that plan.       

21. At all times since November of 1978, Iacocca knew or 
should  have known that Chrysler relied upon his character 
and integrity in  fulfilling his obligations. Chrysler relied 
upon such statements as the  following, written by Iacocca 
in 1988:      "More than on any law, we have to rely on the 
character and ethics  of the people. " The History Of 
Iacocca's Relationship With  Kerkorian And Tracinda       

22. Iacocca first met Kerkorian in 1989 at the Gulfstream 
Park  racetrack in Hollywood, Florida.       

23. At around the same time, Iacocca considered attempting 
a  management-led buyout of Chrysler and contacted 
Kerkorian to  discuss whether Kerkorian would be 
interested in participating in a  buyout.       

24. Iacocca made that overture without consulting the 
Board and  without considering whether the approach to 
Kerkorian was in the  best interest of Chrysler's Defendant 
Iacocca's statements in 1988 are quotations from Lee  
Iacocca, Talking Straight (Bantam Books 1988). 
shareholders, as  opposed to his own personal interests. 
Kerkorian was known at the  time to be a corporate raider 
with a record of initiating widely  criticized investments in 
companies and engaging in transactions that  resulted in 
greater wealth to Kerkorian at enormous cost and harm to  
the companies, and their other shareholders, debt holders, 
and  employees. Iacocca was fully aware that such 
ramifications resulted  from the type of strategies Kerkorian 
was known for employing.  Iacocca had written in 1988:          
"All I know is what I see--and what I don't.... I see billions 
of  dollars tied up in new corporate deal Jo keep the raiders 
at bay while  research and development goes begging . . . I 
also see a huge share of  America's best management talent 
wasted on takeover games when it  should be devoted to 
strengthening the industrial base of the country.       "But I 
don't see the raiders creating jobs. I don't see them boosting  
productivity. And worst of all I don't see them doing a 
single thing to  help  America compete in the world. " 
Although Iacocca abandoned  the buyout strategy as 
unworkable, his overture to Kerkorian  apparently spawned 
Kerkorian's interest in Chrysler, because shortly  thereafter, 
in October of 1990, Kerkorian began acquiring Chrysler  
stock through Western High Income Advisors, a Kerkorian 
shell  corporation. By the end of November 1990, 
Kerkorian had acquired  almost 5% of Chrysler's 
outstanding common stock. At that point,  Kerkorian met 
with Iacocca to discuss his plans for Chrysler. Iacocca  
reported to Chrysler's senior management and Board that 
Kerkorian  had professed great admiration for Iacocca, had 
told Iacocca that he  planned to acquire more of Chrysler's 
stock, and had requested  Iacocca's advice as to how he 
should proceed.

25. By December 12,  1990, Kerkorian had acquired over 
9% of Chrysler's outstanding  common stock. The Board 
had legitimate concerns about this  acquisition, in light of 
Kerkorian's reputation, his failure to adhere to  initial 
promises about not acquiring further stock, and his 
secretive  and aggressive initial acquisition of Chrysler's 
shares. In December of  1990, Chrysler's Board entrusted 
Iacocca with representing Chrysler  in its dealings with 
Kerkorian, unaware of any facts that would  indicate 
Iacocca was unworthy of such trust.       

26. Iacocca, who has admitted that Kerkorian is motivated 
only by  "the love of the game, " repeatedly conferred with 
him regarding  Kerkorian's investment in Chrysler. On 
more than one occasion, they  discussed the buyout strategy 
that Iacocca and Kerkorian first had  talked about in 1989. 
Kerkorian also sought to have Iacocca disclose  confidential 
information, such as how long Iacocca intended to  remain 
at Chrysler and whether Chrysler was considering mergers  
with other corporations. Kerkorian made clear to Iacocca 
that he  sought such information for purposes related to his 
investment  strategy. Although Chrysler's Board had 
directed Iacocca to treat  Kerkorian as hostile and adverse 
to Chrysler, and although Iacocca  understood that he was 
expected not to support Kerkorian's  acquisition efforts 
without prior Board approval, Iacocca engaged  Kerkorian 
in at least three one-on-one conversations between January  
and October of 1991 about a possible Iacocca-led and 
Kerkorian- sponsored buyout of Chrysler. Iacocca's And 
Kerkorian's Efforts To  Delay Or Alter Iacocca's 
Retirement       

27. In September of 1991, Chrysler's Board, after carefully  
weighing the interests of Chrysler and its shareholders, 
asked Iacocca  to retire as of December 31, 1992. Iacocca 
did not accept this decision  gracefully and resisted the 
Board's determination to relieve him of the  trappings of 
office. Later that month he met with Kerkorian and,  
without Board authorization, again discussed a possible 
buyout of  Chrysler. Since that time, Iacocca has not hidden 
his disdain for the  Board's decision and for certain 
members of the Board who played a  role in compelling his 
retirement. In defiance of the Board's  directives, Iacocca 
has sought in various ways to restore to himself  the 
greatest possible measures of the power he held as 
Chrysler's  Chairman and CEO. 

28. During the summer of 1992, Iacocca raised  the subject 
of his upcoming retirement with Kerkorian while staying  
on Kerkorian's private yacht during the Olympic Games in 
Barcelona,  Spain. By the end of their Barcelona meeting, 
Iacocca and Kerkorian  had decided to work together to 
pressure Chrysler to increase  Iacocca's influence after he 
retired. Soon afterwards, on August 6,  1992, Kerkorian 
wrote to Chrysler's Board proclaiming that his  interest in 
Chrysler was tied to Iacocca's continuing role as CEO. It  
was reported that, in making this statement, "Mr. Kerkorian 
may be  acting at the direct or implied request of Mr. 
Iacocca." In contrast to  his personal resistance to the 
Board's directive that he retire, Iacocca  had written as 
follows about CEOs who will not relinquish their  power: 
"[A] CEO has to know when it's time to step down. A 
strong  leader in good health never wants to leave. He 
operates with blinders  on about this issue and when you 
mention retirement to him he gets  the shakes. ... your 
attitude becomes that you're in good health and the  
company can't do without you then you've overstayed your 
welcome.  " Kerkorian indicated to Chrysler that he had 
expected Iacocca to  remain Chairman through 1994 and 
raised the possible need for a  Kerkorian representative -- 
obviously Iacocca -- on Chrysler's Board.  Kerkorian 
withdrew this demand only after receiving assurances that  
Iacocca would continue as a Director and as Chairman of 
the Board's  Executive Committee following his retirement.       

29. In clear violation of Iacocca's ongoing fiduciary duty 
and the  Consulting Agreement, Iacocca disclosed 
confidential information  regarding Chrysler to Kerkorian 
at least as early as the period of  Iacocca's consultancy. 
These communications did not take place at the  direction 
or under the supervision of Chrysler's Chairman and CEO,  
and were not under the auspices of the Board, as the 
Consulting  Agreement required. Iacocca had numerous 
discussions with  Kerkorian without ever obtaining prior 
authorization and without  notifying Chrysler either before 
or after the fact. Iacocca used the  resources available as a 
result of his consulting position -- including  continued 
access to confidential information, office space, staff  
support, telephones, and expense accounts -- to discuss, 
develop, and  further his plans with Kerkorian and 
Tracinda.       

30. In August of 1994, Iacocca and Kerkorian met to 
discuss a joint  strategy respecting Chrysler with Robert 
Day (head of the Trust  Company of the West) and Gary 
Wilson (currently co-chairman of  Northwest Airlines 
Corporation and an experienced leveraged buyout  
specialist) at Day's vacation home in Massachusetts. 
Among other  things, they discussed possible methods of 
increasing the short-term  market price of Chrysler shares. 
They also discussed the possibility of  a buyout of Chrysler 
that would gamer them substantial profits and  restore 
Iacocca to a position of leadership and power. Throughout  
these discussions and the planning described above, which 
occurred  during the period of Iacocca's Consulting 
Agreement with Chrysler,  Iacocca provided confidential 
information to the participants, and  otherwise assisted 
them in considering how to achieve a leveraged  buyout of 
Chrysler. Iacocca participated in this meeting and provided  
this information without prior authorization from Chrysler. 
He did not  report the meeting to Chrysler at any time. His 
participation in the  meeting was contrary to his fiduciary 
duties to Chrysler and to his  obligations under the 
Consulting Agreement.       

31. In connection with the Massachusetts meeting, Iacocca 
used his  position within Chrysler to obtain a list of 
Chrysler's largest  shareholders, without disclosing the true 
reasons why he wanted that  list. After receiving the list, 
Iacocca provided that information to  Kerkorian, Day and 
Wilson.       

32. In the months following the Massachusetts meeting, 
Wilson and  one of his associates worked to develop a 
financial model for a  proposed leveraged buyout of 
Chrysler. With Kerkorian's  encouragement, Iacocca 
provided extensive confidential information  to assist in the 
development of that model, once again without  disclosing 
to anyone at Chrysler that he was participating in such  
discussions.       

33.   On November 14, 1994, after extensive consultation 
with  Iacocca, Kerkorian filed under the Hart-Scott-Rodino 
Act for  clearance to increase his holdings of Chrysler's 
stock to 15%. On the  same day, Kerkorian also wrote a 
letter to Chrysler's Board,  demanding that Chrysler: (a) 
repeal or loosen the protective measures  in its shareholders' 
rights plan, (b) issue a two-for-one stock split, (c)  buy back 
a significant portion of its outstanding common stock, and  
(d) increase the dividends on its stock. These demands 
echoed  positions that Iacocca had asserted in a May 1994 
letter addressed to  the Board, but also provided to 
Kerkorian. Kerkorian threatened to  initiate appropriate 
action, including possible litigation, if his  demands were 
not met by December 15, 1994. In an interview dated  April 
14, 1995, Iacocca admitted that his work with Kerkorian 
leading  to Tracinda's April 1995 purported offer to take 
over Chrysler grew  out of this November 14 request: 
"[t]his all started [in November of  1994] when [Kerkorian] 
tried to get the dividend up.... [Kerkorian]  looked at me 
and said, 'Are you happy?' No? Then it centers on: Do  you 
[Chrysler] need $7.5 billion in cash." Despite the close  
cooperation, information exchanges and joint strategic 
efforts of  Iacocca and Kerkorian that were taking place 
during the period,  Kerkorian's Hart-Scott-Rodino filing 
and his three Schedule 13D  filings in late 1994 did not 
disclose that Iacocca was acting in concert  with Kerkorian. 
Iacocca also failed to file a Schedule 13D at this time  
revealing his relationship to Kerkorian and their joint plans.       

34. In mid-December of 1994, during a discussion with 
Chrysler's  current Chairman and CEO, Robert Eaton, 
Kerkorian urged Chrysler  management to consider a 
buyout of Chrysler. Eaton rejected the  suggestion. Iacocca 
did not cease his activities after learning that  Chrysler's 
CEO had indicated that Chrysler was not interested in a  
buyout. Instead, Iacocca continued to provide confidential  
information to Kerkorian and others, and to work on 
achieving the  result he knew Chrysler did not consider to 
be in its shareholders' best  interest -- without disclosing his 
activities to Chrysler or its Board.  

The Attempted Takeover Of Chrysler       

35. In March of 1995, Wilson sought and obtained another 
meeting  with Chrysler's senior management, indicating 
that he had been  participating in discussions with Iacocca 
and that, at Iacocca's  recommendation, he had a different 
proposal to discuss. The proposal,  which contained and 
was purported to be based on financial analyses  that 
Iacocca had significantly assisted in developing, was for a 
buyout  in which Iacocca would provide substantial 
guidance. Chrysler  representatives al: the meeting 
expressed no interest in pursuing this  proposal. On April 
10, 1995, Kerkorian's representatives met with  Chrysler's 
management to try to persuade them to join a leveraged  
buyout based on the model hat Wilson had developed in 
consultation  with Iacocca. Again, Chrysler's management 
disclaimed any interest.  36. On April 12, 1995, Kerkorian 
sent an unsolicited letter to Eaton  purporting to make an 
offer to buy all outstanding Chrysler shares for  $55, based 
on a model that Wilson had developed in consultation with  
Iacocca, and publicly announced his intention to buy the 
company.  Iacocca provided his services and his knowledge 
in the development  of this unsolicited purported offer 
without seeking or obtaining from  Chrysler any 
authorization to provide such services or information.  

37. In initiating the purported offer, Kerkorian sought to 
sway public  support and overcome his negative image as a 
raider who enriches  himself at the expense of companies, 
their shareholders, and other  stakeholders by asserting that 
Iacocca, by virtue of his knowledge of  Chrysler, 
legitimized the offer. In presenting Iacocca in this way,  
Tracinda made clear that it viewed the information Iacocca 
had  conveyed as not publicly known, highly detailed and 
of a nature and  scope that gave Tracinda an informational 
advantage over other  Chrysler shareholders. Tracinda 
executive Alex Yemenidjian,  referring to Iacocca, stated:     
"[I]n an advisory capacity, given the extensive knowledge 
that Lee  has in the car business, he could certainly be a 
very good advisor to  us, and obviously we don't know as 
much about the car business as  Lee does. In fact, very few 
people in the world know as much about  the car business 
as he does, and I think that the fact that he is prepared  to 
risk his own money in [the] transaction gives us a lot of 
comfort,  because he knows exactly every nook and cranny 
of this company....  Lee Iacocca is a perfect example of an 
investor who is not only  prepared to put a substantial 
amount of his net worth on the line but  also because of his 
knowledge of the business to us we consider that a  
strategic investor." (emphasis added)        Iacocca similarly 
encouraged the press to understand that he was  working 
closely with Kerkorian and Tracinda, and that his  
comprehensive and unique knowledge about Chrysler made  
Tracinda's proposed buyout more viable. 

38. In the days after  Tracinda announced its purported 
offer, Iacocca issued public  statements that were critical of 
Chrysler and its products. These  remarks, like other public 
criticisms Iacocca had volunteered during  the period of his 
Consulting Agreement, were harmful to Chrysler and  its 
shareholders. The remarks were made without prior 
authorization  by or consultation with Chrysler and were 
made for the purpose of  disparaging and destabilizing the 
company.        

39.   Iacocca has admitted that Tracinda's April 12, 1995 
purported  offer was made to alert investors to the 
company's value in hopes that  other buyers would bid even 
more." As Iacocca observed in 1988:        "In observing 
these raiders I've noticed a curious phenomenon.  When 
they're on the attack they shout their holier-than-thou pitch  
about making companies more efficient liquefying capital 
and  defending the helpless stockholder. But a funny thing 
happens to  these dedicated missionaries once you cross 
their palms with a little  dough -- they go away. ... [you 
might as well put anyone who appeals  to you into play. ' 
That's the new jargon down on Wall Street. Another  term 
for it is unadulterated greed. " Indeed, Yemenidjian 
admitted  that "[t]here is a number at which we would be 
sellers rather than  buyers." This approach was consistent 
with Kerkorian's 25-year track  record of converting partial 
or controlling interests in major  corporations into multi-
million dollar personal profits without regard  to the 
interests of those corporations or their other shareholders.        

40. Recognizing the threat of severe damage to Chrysler 
posed by  the purported takeover offer, all of the credit 
rating agencies  immediately voiced concerns about 
Chrysler's ability to service its  debt and to survive the next 
downtown in the automobile market.  Standard & Poor's 
Corporation placed Chrysler on "credit watch with  
negative implications." Moody's Investors Service put 
Chrysler debt  on "watch." Duff & Phelps Credit Rating 
Company placed the debt of  both Chrysler and Chrysler 
Financial Corporation on "review of!  possible downgrade." 
Such actions by the ratings agencies prompted  an increase 
in the interest rates on Chrysler's current debt.  
Renegotiation of an advantageous new revolving credit 
facility by  Chrysler Financial Corporation was interrupted 
in mid- stream when  lenders insisted on new covenants to 
protect against the prospect of a  financially weakened 
Chrysler.       

41. The reaction to the purported April 1995 offer from 
financial  analysts, Chrysler's lenders, suppliers, and 
dealers, the United Auto  Workers and others was 
uniformly negative. The proposal was  announced without 
any financing in place, and Iacocca and Kerkorian  were 
unable to line up financing and equity investors to support 
the  buyout. After initially responding that Chrysler was not 
for sale on  April 12, Chrysler's Board definitively rejected 
the purported offer on  April 26. Despite the declarations of 
the Board respecting its view  that the proposed transaction 
was adverse to Chrysler and its  shareholders, Iacocca 
continued his relationship with Kerkorian,  continued 
giving information to Kerkorian and continued to  
participate in a takeover of Chrysler. Kerkorian's purported 
offer  remained open, with Iacocca's participation, until 
Kerkorian withdrew  it on May 31, 1995. Iacocca continued 
to work to further Kerkorian's  adverse purposes even after 
the purported offer was withdrawn.        

42. Iacocca's conduct affected Chrysler adversely in 
numerous  ways, including that Chrysler's management was 
required to expend  valuable time and resources to address 
and defend against Tracinda's  purported buyout proposal 
(which was neither adequate nor in the  best interests of 
Chrysler's shareholders), that Chrysler was required  to 
incur additional costs in securing loans and placing debt as 
a result  of the purported offer, that Chrysler must defend 
numerous class  action lawsuits filed in the wake of the 
purported offer, and that  Chrysler's dealers were harmed in 
their ability to sell the company's  products by Iacocca's 
disparaging remarks. 

43. Throughout the period  of his developing relationship 
with Kerkorian and in the course of  divulging Chrysler's 
confidential information, Iacocca knew or should  have 
known that his participation in their self-serving plans 
violated  his duties to Chrysler and was not in Chrysler's or 
its shareholders'  best interests. Iacocca's writings from 
1988 acknowledge that the  interests of Chrysler and its 
shareholders would not be served, as  follows:      These 
raiders were really interested in saving American business  
from is incompetent management where were they back in 
1980 when  Chrysler was flat on its back. One thing I never 
had to worry about in  those days was a raider coming 
around because Chrysler wasn't worth  looting. ... You see 
the typical takeover target isn't a company in  trouble. It's a 
company with a solid asset base low debt consistent  profits 
and a few bucks in the bank to help it get through the next  
business downturn. ... When I went to school we called that 
good  management."' Iacocca's Compensation From 
Tracinda     

44.   A Tracinda Schedule 13D filing in April of 1995 
revealed for  the first time the extent of Iacocca's 
relationship with Kerkorian and  that Iacocca would be 
highly compensated by Kerkorian for his role.  In a June 
1995 Schedule 13D Amendment, Iacocca and Kerkorian  
disclosed that Iacocca and Tracinda had formalized 
Iacocca's  compensation arrangements. Iacocca's package 
included a  "Consulting Agreement" that provided and 
continues to provide  Iacocca with $41,666.67 per month 
for his consulting services related  exclusively to 
Kerkorian's interest in Chrysler, plus a "Value Sharing  
Agreement," pursuant to which he is to receive 4% of the 
amount by  which the market value of 32 million of 
Tracinda's Chrysler shares  exceeds $47 per share when 
they are sold or, if they are not sold, at  the end of four 
years. To protect Iacocca from the economic risk of  the 
breaches of his contractual and fiduciary duties owed to 
Chrysler,  the Value Sharing Agreement also provided that 
Tracinda would  indemnify Iacocca against the 
consequences of such wrongdoing.  These exorbitant 
payments and extensive indemnification provisions  reflect 
compensation for Iacocca's willingness to make Chrysler's  
confidential information available to Kerkorian and 
Tracinda.       

45. The Value Sharing Agreement memorializes that 
Iacocca  essentially sold to Kerkorian and Tracinda the 
right to control  Iacocca's actions with respect to Chrysler 
and the performance of  Iacocca's obligations to Chrysler. 
Iacocca's compensation from  Tracinda can be completely 
terminated if Iacocca contacts Chrysler or  takes any action 
with respect to Chrysler that is not specifically  directed by 
Tracinda, with very limited exceptions. Iacocca's  Attempts 
To Exercise His Stock Options. And Continuing  
Involvement With Kerkorian And Tracinda       

46. Immediately following his entry into the Consulting 
and Value  Sharing Agreements with Kerkorian, Iacocca 
informed Chrysler on  June 28, 1995, of his intention to 
exercise options for 112,500 shares  of Chrysler stock, 
pursuant to the stock option agreements Chrysler  and 
Iacocca entered into while Iacocca was a Chrysler 
employee.  Chrysler responded by providing to Iacocca the 
opportunity to explain  why his prior actions did not violate 
the conditions precedent to his  exercise of those options. In 
his reply, Iacocca did not deny that his  activities 
constituted rendering services to Kerkorian and were  
unauthorized; nor did he offer to sever his ties with 
Kerkorian.  Instead, he challenged Chrysler's right to 
enforce the provisions of the  Stock Option Plan. After 
considering all relevant information,  Chrysler's Stock 
Option Committee (which is comprised of three  
independent directors) and the full Board unanimously 
determined  that Iacocca's attempt to exercise his options 
should be rejected  because of his noncompliance with the 
conditions precedent to the  options' exercise. Chrysler's 
Stock Option Plan vests the Board with  "full power and 
authority to interpret and construe" the Plan, and  provides 
that the Board's actions undertaken in good faith are "final  
and conclusive." Iacocca has persisted in contending that he 
is entitled  to exercise the options, despite the fact that his 
own writings support  the Board's decision and 
acknowledge that the purported take over of  Chrysler was 
contrary to Chrysler's best interests. In 1988, Iacocca  
wrote:        "My other unwavering rule is that I won't do an 
unfriendly merger.  That's a mind-set of mine. Maybe 
somebody who succeeds me will  attempt a hostile merger 
but I just can't. To me it goes against human  nature not just 
my nature. It's an aberration to come in and tell people  that 
you're going to take them over whether they like it or not. 
That's  being the schoolyard bully.... Things had gone 
entirely too far in Wall  Street's version of Monopoly. ... 
Were [corporate raiders] really Robin  Hood and his Merry 
Men as they claimed? Or were they Genghis Han  and the 
Mongol hordes?"        

47.   On September 5, 1995, Tracinda announced that it had  
appointed Jerome B. York as Tracinda's Vice Chairman 
and, like  Iacocca, as a director of Kerkorian's GM Grand, 
Inc. When Iacocca  was Chairman and CEO of Chrysler, 
York had been Chrysler's Chief  Financial Officer. Since 
York's hiring, he and Iacocca have continued  to speak 
regularly to each other -- at least "twice a week" according 
to  public statements by York -- and to Kerkorian's other 
advisors about  Chrysler's business and about Kerkorian's 
investment in Chrysler.      

48.   On October 25, 1995, Iacocca and the other members 
of the  Kerkorian group" filed a Schedule 13D amendment, 
indicating that  Tracinda has requested that Chrysler 
undertake certain actions dealing  with control of Chrysler, 
including the following:       a. Board membership for York 
and two other persons mutually  agreeable to Chrysler and 
Tracinda;       b. Requiring shareholder approval of 
issuances of significant  amounts of Chrysler's blank check 
preferred stock and other block  placements of voting stock; 
and       c. Raising the threshold under the company's 
poison pill rights plan  from 15% to 20%.       

49.   On November 3, 1995, Iacocca and Tracinda entered 
into an  agreement designed to support Iacocca in litigation 
over his assertion  of entitlement to exercise the options, 
and to provide Iacocca with  protection against economic 
loss resulting because the options are not  exercisable, as a 
consequence of Iacocca's dealings with Tracinda.  The 
agreement provides that Tracinda will reimburse Iacocca 
for up  to $2 million in potential legal fees in an action 
against Chrysler over  his stock options. Moreover, Iacocca 
and his attorneys (who must be  reasonably acceptable to 
Tracinda) are required to "coordinate and  consult with 
Tracinda and its legal counsel in connection" with the  
action. In the event there is not an entirely favorable 
outcome of the  action, Tracinda will pay to Iacocca the 
difference between $42  million and what he has received, 
including previous payments under  the Value Sharing 
Agreement. In the event Iacocca does not receive a  value 
of at least $42 million (through a favorable outcome of the  
action plus values based on his stock options), Tracinda 
will also  make payments to Iacocca under the Value 
Sharing Agreement  Tracinda told the press it was 
"standing behind a good friend" as the  purported rationale 
for underwriting Iacocca's conduct. The result of  the 
agreement is essentially that Iacocca's economic risk as to 
any  interest in Chrysler stock options is substantially 
diminished, to the  extent the risk is actually being taken by 
Tracinda and Kerkorian.       

50.   On November 21, 1995, Tracinda filed with the SEC  
preliminary proxy materials in which Tracinda advocates 
proposals  related to control of the company, including 
placing York on the  Chrysler Board, increasing the size of 
the Board, formation of a  committee to review cash 
retention policies, restrictions on issuance  of Chrysler's 
"blank check" preferred stock and block placements of  
common stock, and changes to the company's poison pill 
rights plan.       

51. Iacocca continues as of the date of this Complaint to 
provide  services to Kerkorian and Tracinda without 
Chrysler's approval.       FIRST CLAIM        (Breach Of 
Contract)       

52. Chrysler repeats and realleges each and every allegation  
contained in paragraphs 1 through 51 of this Complaint as 
if fully set  forth herein.       

53.   Iacocca's June 11, 1992, Consulting Agreement with 
Chrysler  imposed the following obligations, among others, 
upon Iacocca:      "Confidentiality. You agree to maintain 
the confidentiality of any  material, nonpublic information 
concerning the business and affairs of  the Company which 
is disclosed to you or to which you otherwise  become 
privy in connection with the performance of the services 
and  duties contemplated hereby. You further agree that you 
will not  publish, either as author or co-author, without the 
prior written  approval of the Company, any confidential 
information concerning  the business and affairs of the 
Company which may be shared with or  developed by you 
in the performance of your services hereunder."      
"Noncomplete. During the term of this agreement, you 
agree that  you will not accept employment which is, or 
render services which  are, detrimental or inimical to the 
interests of Chrysler, nor will you  conduct yourself or 
affiliate or otherwise associate with any person,  firm or 
entity in a manner which subjects you or any 'group' to a  
reporting obligation pursuant to section 13(d) of the 
[Exchange Act] .  Board, adversely affects or conflicts with 
the interests of Chrysler. "        The Consulting Agreement 
also provided that Iacocca's activities  relating to Chrysler 
were to be pursued exclusively "in close  association with 
the Chairman and CEO and under the general  auspices of 
the Board."       

54. Implied in this agreement is a covenant of good faith 
and fair  dealing.       

55. Despite Chrysler's due performance of its obligations 
and all  conditions to Iacocca's performance, Iacocca 
materially breached the  express and implied provisions of 
the Consulting Agreement by:       a. disclosing, without 
Chrysler's consent or knowledge, Chrysler's  confidential 
information (including material information) to outside  
parties, including Kerkorian and Tracinda;       b. making 
disparaging statements about Chrysler and its products,  in 
a manner contrary to the interests of Chrysler and its 
shareholders;       c. conducting himself in a manner adverse 
to and in conflict with  Chrysler's interests;       d. 
associating with others whose interests were adverse to and 
in  conflict with Chrysler's; consulting with, and 
performing services for,  Kerkorian and Tracinda in 
connection with their investments and  joining with them in 
a group that he should have reported under  Section 13(d) 
of the Exchange Act;        f. performing these actions 
independently of, and without  disclosure to, Chrysler's 
CEO or the Board; and       g. otherwise acting in ways that 
were inimical to Chrysler's  interests.       

56. As a result of his breaches of contract, Iacocca has 
proximately  caused actual and consequential damages to 
Chrysler. The damages to  which Chrysler is entitled 
include, but are not limited to, the return of  all 
compensation paid to Iacocca by Chrysler during the period 
of  such wrongdoing, all costs incurred by Chrysler in 
addressing and  defending against the purported buyout 
proposal put forward by  Iacocca and Kerkorian, all 
additional costs incurred by Chrysler in  securing loans and 
placing debt as a result of the purported buyout  offer, and 
other damages to be determined. Additionally, with respect  
to Iacocca's continuing use and disclosure of Chrysler's 
nonpublic  information, Chrysler has been irreparably 
injured, has no adequate  remedy at law, and is entitled to 
preliminary and permanent injunctive  relief against 
Iacocca.       

SECOND CLAIM     
(Breach Of Fiduciary Duty)       

57. Chrysler repeats and realleges each and every allegation  
contained in paragraphs I through 51 of this Complaint as if 
fully set  forth herein.       

58. Since November of 1978, Iacocca has had extensive 
knowledge  of Chrysler and Chrysler's confidential 
information. Indeed, Iacocca  has said he knows more about 
the inner workings of Chrysler than  virtually anyone else. 
As an employee and former employee, Iacocca  has had 
(and continues to have) fiduciary duties to Chrysler and its  
shareholders to act in good faith and with undivided loyalty 
for  Chrysler's benefit, which duties were particularly 
substantial due to  Iacocca's public prominence as the 
virtual personification of Chrysler.        

59. Chrysler reposed in Iacocca its trust and confidence 
during the  more than 13 years when Iacocca was Chairman 
and CEO of  Chrysler, during the nine months after his 
retirement when he  continued as a director of Chrysler, 
during the two years of his  consultancy, and during the 
period following his consultancy when he  continued to 
possess confidential information. Iacocca recognized and  
voluntarily invited Chrysler's trust and confidence, and 
undertook to  act on behalf of Chrysler. Iacocca has a 
continuing duty not to  disclose or utilize the confidential 
information concerning Chrysler  that has come into his 
possession .       

60. It has at all times been Chrysler's policy to maintain the 
secrecy  of its confidential information and to prohibit 
disclosure of such  information. It has also been Chrysler's 
established policy to maintain  the confidentiality of 
information "when its release would be  detrimental to the 
competitive, financial or other business interests of  the 
Corporation." Chrysler's policy calls for the review and  
concurrence of Chrysler's Public Affairs Office before any 
such  confidential information is disclosed outside 
Chrysler.       

61. Even while holding himself out as Chrysler's faithful 
fiduciary,  Iacocca, for his own benefit and for the benefit 
of Kerkorian and  Tracinda, misused the confidential 
information that Chrysler entrusted  to him by 
communicating it to Kerkorian.       

62. Iacocca has breached his fiduciary duty to Chrysler and 
to its  other shareholders, including his duties of good faith 
and undivided  loyalty. Additionally, during the course of 
his employment by and  consultancy with Chrysler, Iacocca 
learned confidential information  constituting Chrysler 
trade secrets. Such information included, but is  not limited 
to, financial and economic policies and procedures;  
methods of operating, planning and forecasting; future 
products and  business plans; corporate strategy and 
methods of strategic planning,  economic forecasting 
analyses; assessments, plans and strategies  relating to 
Kerkorian and Tracinda; and other aspects of Chrysler's  
business and operations that would be highly valuable if 
learned by  third parties. Iacocca used Chrysler's trade 
secrets for his own benefit  by disclosing them to Kerkorian 
and Tracinda in return for lucrative  compensation. Iacocca 
made all of the foregoing disclosures without  Chrysler's 
consent, in violation of his fiduciary duties to Chrysler, and  
in contravention of established Chrysler policies designed 
to protect  such information from disclosure.       

63. Iacocca's actions have injured Chrysler, including the 
injury  resulting from the deprivation of the exclusive use 
of its confidential  information, and Chrysler should be 
awarded the resulting damages.  Chrysler should also be 
awarded the profits realized by Iacocca  through his 
unlawful breaches of fiduciary duty, because Iacocca's  
actions have resulted in his unjust enrichment at Chrysler's 
expense.       

64. In committing the foregoing acts, Iacocca has acted 
willfully,  wantonly, maliciously, and outrageously to 
injure Chrysler, and  especially Chrysler's reputation and 
good will. Chrysler cannot be  made whole by an award of 
compensatory damages and the profits  realized by Iacocca, 
and is therefore entitled to exemplary damages.       

65. With respect to Iacocca's ongoing and prospective 
breaches of  fiduciary duty, Chrysler has been irreparably 
injured, has no adequate  remedy at law, and is entitled to 
preliminary and permanent injunctive  relief against 
Iacocca's continuing use and disclosure of Chrysler's  
nonpublic information.       

THIRD CLAIM      
(Accounting For Profits)       
66. Chrysler repeats and realleges each and every allegation  
contained in paragraphs 1 through 51 of this Complaint as 
if fully set  forth herein.       

67. As compensation for Iacocca's breaches of fiduciary 
duty, he has  obtained and entered into extremely lucrative 
agreements with  Kerkorian and Tracinda. The amounts 
already paid or in the future to  be paid to Iacocca pursuant 
to those agreements reflect compensation  for Iacocca's 
unauthorized disclosure of Chrysler's confidential  
information      

68. Chrysler is entitled to an accounting by Iacocca of his 
profits  under those agreements and under any other 
agreements for his unjust  enrichment resulting from his 
disclosure of information rightfully  belonging to Chrysler 
and not to him.       

69. Chrysler has no adequate remedy at law.        

FOURTH CLAIM        
(Declaratory Relief On Stock Option Rights)       

70. Chrysler repeats and realleges each and every allegation 
of  paragraphs 1 through 51 as if fully set forth herein.       

71. As the former CEO and Chairman of Chrysler, Iacocca 
had  acquired options to purchase a total of approximately 
1.55 million  shares of Chrysler common stock. These 
options expire on various  dates.       

72. The option rights are governed by the terms of 
Chrysler's Stock  Option Plan and its 1991 Stock 
Compensation Plan, to which Iacocca  agreed, for good and 
valuable consideration. In particular, the right to  exercise 
options after the option holder's termination of employment  
is subject to the satisfaction of express contractual 
preconditions.       

73. Section 8 of the Stock Option Plan provides:     "[T]he 
exercise of any option after termination of employment 
shall  be subject to satisfaction of the conditions precedent 
that the Option  Holder neither, (a) takes other employment 
or renders services to  others without the written consent of 
the Corporation, nor (b)  conducts himself in a manner 
adversely affecting the Corporation."        

74.   Section 5(b)(vii) of the 1991 Stock Compensation 
Plan  provides:     "[T]he exercise of any Stock Option after 
termination of employment  shall be subject to satisfaction 
of the conditions precedent that the  Optionee neither, (x) 
takes other employment or renders services to  others 
without the written consent of the Company, nor (y) 
conducts  himself in a manner adversely affecting the 
Company."       

75. Iacocca and Chrysler have entered into separate written 
option  agreements with respect to each grant of stock 
option rights. An  example of such an option agreement, 
virtually identical to all others,  is attached as Exhibit D and 
incorporated by reference. The option  agreements all 
incorporate the conditions precedent set forth above  and 
provide that any waiver by Chrysler of a provision of the 
option  agreement shall not operate as or be construed to be 
a subsequent  waiver of the same provision or a waiver of 
any other provision.        

76. Chrysler has performed, and/or has been excused from  
performing, all of its obligations under its Stock Option 
Plan and its  1991 Stock Compensation Plan with respect to 
Iacocca.        

77. Iacocca failed to obtain Chrysler's written consent to the  
rendition of services to Kerkorian and Tracinda (within the 
meaning  of Section 8 and Section 5(b)(vii) of the plans), 
including among  other services:      
a. services provided in planning and implementing 
Tracinda's April  1995 unsolicited purported offer to take 
over Chrysler;       b. services provided pursuant to 
Iacocca's May 9, 1995 consulting  agreement with 
Tracinda, which expressly requires the consent of  Tracinda 
with respect to certain of Iacocca's actions concerning  
Chrysler; and       c. services in the form of supplying 
Chrysler's confidential  information to Kerkorian and 
Tracinda, and otherwise supporting  Tracinda's efforts.       

78.    Iacocca has conducted himself in a manner "adversely  
affecting" Chrysler (within the meaning of Section 8 and 
Section  5(b)(vii) of the plans) by, among other things:       
a. forming a group within the meaning of Section 13(d) of 
the  Exchange Act with Kerkorian and Tracinda;       b. 
assisting in development and implementation of Tracinda's 
April  1995 unsolicited purported offer to take over 
Chrysler;       c. continuing to participate in the April 1995 
purported offer after  announcements by the Chrysler board 
that it had determined the  purported offer was not in the 
best interests of Chrysler or its  shareholders;       d. 
continuing to participate with Kerkorian, York, and others 
in  activities adverse to Chrysler, for the purpose of 
profiting from their  joint efforts to increase the short- term 
value of Chrysler stock  holdings and without regard to the 
long-term interests of Chrysler;  and       e. publicly 
disparaging Chrysler and its products.       

79.    Chrysler's Stock Option Committee and Board acted 
in good  faith, and within their contractually provided 
powers in rejecting  Iacocca's request to exercise options, 
based on his noncompliance  with the contractual 
preconditions to their exercise. Iacocca  nevertheless has 
continued to insist that the options are exercisable,  and has 
arranged to have Tracinda provide substantial financial  
support to his efforts to restore his options through 
litigation.       

80. Because there is an immediate, actual and substantial  
controversy between Chrysler and Iacocca, Chrysler seeks a  
declaratory judgment, pursuant to Michigan Court Rules 
2.111 and  2.605, that the Board was legally justified in 
refusing to permit  Iacocca to exercise option rights to 
purchase Chrysler's stock.       

IRREPARABLE INJURY       

81. Iacocca continues to breach his fiduciary duties and 
continues to  disclose and utilize confidential information 
of Chrysler.       

82. Chrysler and its shareholders will suffer irreparable 
injury if  these breaches of fiduciary duty continue, if 
defendant continues to  disclose confidential information, if 
defendant is not required to undo  the injuries caused by his 
violations, and if defendant is allowed to  benefit from his 
violations.       

83. Iacocca and his "group" may undertake further attempts 
to  obtain control of Chrysler, as well as proxy fights, and 
Chrysler has  been, and will continue to be, deprived of the 
exclusive use of its  material, nonpublic information.       

84. Chrysler and its shareholders will continue to be injured 
by  disclosure of Chrysler's highly valuable, proprietary 
and/or material,  nonpublic information to Kerkorian and 
Tracinda.       

85. Uncertainty in the marketplace created by Iacocca's 
conduct,  along with speculation about Chrysler's future 
and its survival as a  going concern caused by Iacocca's 
conduct, have damaged and  continue to damage Chrysler 
in a manner that is unquantifiable.    

86.  Chrysler has no adequate remedy at law.      

PRAYER FOR RELIEF       

WHEREFORE, Chrysler demands judgment against 
Iacocca and  respectfully requests that Chrysler be granted 
the following relief.       

a. For Iacocca's breach of contract and breaches of fiduciary 
duty  compensatory damages, including, but not limited to, 
the return of all  compensation paid to Iacocca by Chrysler 
during the period of such  wrongdoing, all costs incurred by 
Chrysler in addressing and  defending against the purported 
buyout proposal put forward by  Iacocca and Kerkorian, all 
additional costs incurred by Chrysler in  securing loans and 
placing debt as a result of the purported buyout  offer, and 
other damages to be determined.       

b. For Iacocca's breaches of fiduciary duty: exemplary 
damages in  an amount to be determined, and an accounting 
for all profits and  other compensation that Iacocca has 
unjustly obtained from Kerkorian  and Tracinda in return 
for wrongfully disclosing Chrysler's  confidential 
information.       

c. For Iacocca's breach of contract in continuing to use and 
disclose  confidential information and breaches of fiduciary 
duty preliminary  and permanent injunctive relief against 
Iacocca's continuing use and  disclosure of Chrysler's 
nonpublic information       

d. For Iacocca's noncompliance with the conditions 
precedent to the  exercise of his stock options: a declaration 
that the Board was legally  justified in refusing to permit 
Iacocca to exercise option rights to  purchase Chrysler's 
stock.       

e. For all claims: Chrysler's attorneys' fees and costs in this 
action.       

f. Such other relief as the Court may deem just and proper.     

Dated: December 4, 1995.     

Thomas G. Kienbaum (P15945)   
Dickinson, Wright, Moon, Van Dusen  & Freeman   
525 North Woodward Ave., Ste. 2000   
Bloomfield Hills, MI  48304-2970   
810-646-4300              

Thomas G. Kienbaum    
Attorneys for Plaintiff Chrysler Corporation    
Frederick P. Furth   
Daniel S. Mason Furth, Fahmer & Mason   
201 Sansome St., Suite 1000 San Francisco, CA   94104   
Telephone: (415) 433-2070      
By: Frederick P. Furth    
Co-Counsel For Plaintiff Chrysler Corporation Pending 
Admission  
Pro Hac Vice                   

DEMAND FOR JURY TRIAL         
Chrysler demands a jury trial on all matters so triable.         

Dated: December 4, 1995.    
Thomas G. Kienbaum (P15945) 
Dickinson, Wright, Moon, Van  Dusen   & Freeman 
525 :North Woodward Avenue, Suite 2000  
Bloomfield Hills, MI 48304-2970 
(810) 646-4300              

Thomas G. Kienbaum    
Attorneys for Plaintiff Chrysler Corporation    
Frederick P. Furth 
Daniel S. Mason 
Furth, Fahrner & Mason 
201  Sansome St., Suite 1000 
San Francisco, CA 94104 
Telephone: (415)  433-2070        

By:     Frederick P. Furth    
Co-Counsel For Plaintiff Chrysler Corporation Pending 
Admission  
Pro Hac Vice