Executive Retirement Plan – GM

(a)

The Plan shall at all times be maintained, considered, and administered as a
non-qualified plan that is wholly separate and distinct from the Retirement
Program and the RSP.

(b)

Benefits under the Plan are not guaranteed.

(c)

The Company is the Plan Administrator. The Plan Administrator has
discretionary authority to construe, interpret, apply, and administer the Plan
and serves as the first step of the Plan appeal process. Any and all decisions
of the Plan Administrator as to interpretation or application of the Plan shall
be given full force and effect unless it is proven that the interpretation or
determination was arbitrary and capricious.

(d)

The Plan Administrator shall have the full power to engage and employ such
legal, actuarial, auditing, tax, and other such agents, as it shall, in its sole
discretion, deem to be in the best interest of the Company, the Plan, and its
Participants and beneficiaries.

(e)

The expenses of administering the Plan are borne by the Company and are not
charged against its Participants and beneficiaries.

(f)

Various aspects of Plan administration have been delegated to the Plan
recordkeeper selected by the Plan Administrator. In carrying out its delegated
responsibilities, the Plan recordkeeper shall have discretionary authority to
construe, interpret, apply, and administer the Plan provisions. The
discretionary authority delegated to the Plan recordkeeper shall, however, be
limited to the Plan terms relevant to its delegated responsibilities and shall
not permit the Plan recordkeeper to render a determination or to make any
representation concerning benefits which are not provided by the express terms
of the Plan. The Plan recordkeeper153s actions shall be given full force and
effect unless determined by the Plan Administrator to be contrary to the Plan
provisions or arbitrary and capricious.

(g)

For purposes of the Plan, a Plan Year shall mean the 12-month period
beginning January 1 and ending December 31.

(a)

The following classes of individuals are ineligible to participate in the
Plan regardless of any other Plan terms to the contrary, and regardless of
whether the individual is or was a common-law employee of GM or the Corporation
and its Related Companies:

(1)

Any individual who provides services to GM or the Corporation and its Related
Companies where there is an agreement with a separate company under which the
services are provided. Such individuals are commonly referred to by the Company
as “contract employees” or “bundled-services employees;”

(2)

Any individual who has signed an independent contractor agreement, consulting
agreement, or other similar personal services contract with GM or the
Corporation and its Related Companies, and;

(3)

Any individual that the Company, in good faith, classifies as an independent
contractor, consultant, contract employee, or bundled-services employee during
the period the individual is so classified by the Company.

(b)

Notwithstanding the provisions of this Section IV, vested benefits will be
suspended or forfeited if an executive employee, retired executive employee, or
retired eligible employee, if any, does not satisfy the conditions precedent
that such employee: (i) refrain from engaging in any activity which, in the
opinion of the Executive Compensation Committee of the General Motors Company
Board of Directors, is in any manner inimical or in any way contrary to the best
interests of the Company, (ii) will not, for a period of 12 months following any
termination of employment, directly or indirectly, knowingly induce any employee
or employee of an affiliate of the Company to leave their employment for
participation, directly or indirectly, with any existing or future business
venture associated with such individual, and (iii) furnish to the Company such
information with respect to the satisfaction of the foregoing conditions
precedent as the Committee shall reasonably request.

(c)

Normal Retirement Age (NRA) is 65.

(a)

A Participant shall be eligible for vested benefits under the Plan on the
first date the Participant satisfies the requirements set forth in Section I
(b), (c) and (d), respectively.

(b)

To be eligible for a vested benefit under Section II or III of this Article,
payable upon separation from service, an executive employee must meet the
following requirements:

(1)

Be a Regular Active or Flexible Service U.S. executive employee of the
Company or GMIMCo or U.S. International Service Personnel executive employee as
of December 31, 2006 (appointments on or after January 1, 2007 are ineligible
for benefits under Section II or III) or be a Regular Active or Flexible Service
U.S. executive employee of GMAC or U.S. International Service Personnel
executive employee of GMAC as of November 30, 2006 (appointments on or after
December 1, 2006 are ineligible for benefits under Section II or III); and

(2)

Be a Regular Active or Flexible Service U.S. executive employee of GM or the
Corporation and its Related Companies or U.S. International Service Personnel
executive employee; and

(3)

Have at least 10 years of combined Part B Retirement Program credited
service, Part C Retirement Program credited service and credited service accrued
on and after January 1, 2007 as determined under the Retirement Program; and

(4)

Be at least 55 years old.

(c)

To be eligible for a vested benefit under Section IV of this Article, payable
upon separation from service, an employee must meet the following requirements:

(1)

Be a Regular Active or Flexible Service U.S. executive employee of GM or the
Corporation or U.S. International Service Personnel executive employee on or
after January 1, 2007 with a length of service date prior to January 1, 2001;
and

(2)

Be a Regular Active or Flexible Service U.S. executive employee of GM or the
Corporation or U.S. International Service Personnel executive employee; and

(3)

Have at least 10 years of combined Part B Retirement Program credited service
and credited service accrued on and after January 1, 2007 as determined under
the Retirement Program. In cases of GM executives who are transferred from a
foreign subsidiary on and after January 1, 2007, active service prior to the
date of transfer as recognized under the Retirement Program is counted under the
Plan for eligibility and vesting, but not for benefit accrual; and

(4)

Be at least 55 years old.

(d)

To be eligible for a vested benefit under Section V of this Article, payable
upon separation from service, an employee must meet the following requirements:

(1)

Be a Regular Active or Flexible Service U.S. executive employee of GM or the
Corporation or U.S. International Service Personnel executive employee on or
after January 1, 2007 with a length of service date on or after January 1, 2001;
and

(2)

Be a Regular Active or Flexible Service U.S. executive employee of GM or the
Corporation or U.S. International Service Personnel executive employee; and

(3)

Have at least 10 years of combined Part C Retirement Program credited service
and credited service accrued on and after January 1, 2007 as determined under
the RSP. In cases of GM executives who are transferred from a foreign subsidiary
on and after January 1, 2007, active service prior to the date of transfer as
recognized under the Retirement Program is counted under the Plan for
eligibility and vesting, but not for benefit accrual; and

(4)

Be at least 55 years old.

(e)

Eligible executives will be vested in any frozen SERP and/or ERP benefits
under this Article II upon their attainment of age 55 with a minimum of 10
years153 credited service where credited service is defined as:

(1)

A combination of Part B credited service (as defined in the Retirement
Program) plus credited service in the Retirement Program on and after January 1,
2007, or a combination of Part C credited service (as defined in the Retirement
Program) plus RSP credited service for service on and after January 1, 2007.

(f)

General Motors Asset Management executives who on or after August 4, 2003 are
transferred to GMAM or hired or promoted into executive status may be eligible
for benefits under Section II, IV or V if they meet all eligibility
requirements, but are not eligible for benefits under the frozen Alternative
SERP formula described in Section III.

(g)

Nothing in this Article II, Section I (a) through (f) is intended to render
“ineligible” any Participant who was qualified, eligible to participate, and
receiving benefits under the Plan as of July 10, 2009. Nothing in this Article
II, Section 1 is intended to render “eligible” any Participant who was not
qualified or eligible to participate in the Plan as of July 10, 2009.

(h)

Notwithstanding the above, to be eligible for a benefit under Section II or
III of this Article (without regard to the benefit formulas of the Delphi plan),
payable upon separation from service, an executive employee of GM Global
Steering Holdings LLC or GM Components Holdings must:

(1)

Be a Regular Active or Flexible Service U.S. executive employee of GM or U.S.
International Service Personnel executive employee of GM as of October 7, 2009;
and

(2)

Be a Regular Active or Flexible Service U.S. executive employee of Delphi or
GM (including their wholly owned subsidiaries), or U.S. International Service
Personnel executive employee of Delphi or GM; and

(3)

Be employed by Delphi as of October 6, 2009 and been eligible to retain a
frozen Delphi SERP benefit had the executive remained at Delphi; and

(4)

Be a U.S. executive employee of Delphi as of December 31, 2006; and

(5)

Be vested at age 55 or older with at least 10 years of service (including
Delphi service) at the time service ends. In case of the sale of an operation,
service shall end on the closing date of the sale of the operation at which an
executive works. In the case of the sale of an operation, eligibility is
determined on the date of the sale. Age, service, and accruals end on the
closing date of the sale.

(a)

Regular Formula SERP benefits determined under this Section II as in effect
prior to January 1, 2007, shall be frozen as of December 31, 2006. The amount of
the frozen Regular Formula SERP benefits shall be calculated using the following
factors:

(1)

Part B or Part C Retirement Program credited service accrued as of
December 31, 2006.

(2)

Average monthly base salary for the highest 60 of the 120 months immediately
preceding January 1, 2007, as described in Article II, Section II (f).

(3)

The sum of all frozen accrued monthly benefits determined under the
Retirement Program as of December 31, 2006, prior to reduction for the cost of
any survivor coverage.

(4)

Two percent (2%) of the maximum monthly Primary Social Security benefit
payable in 2007 (regardless of actual receipt) multiplied by the executive153s
years of Part A or Part C credited service, determined as of December 31, 2006,
under the Retirement Program.

(b)

Regular Formula SERP benefits under this Article II, Section II shall be
determined for all executive employees on the active rolls as of December 31,
2006. Those appointed to executive positions on or after January 1, 2007 are
ineligible for SERP benefits under this Section.

(c)

Executives must meet the eligibility and vesting requirements as set forth in
Article II, Section I to be eligible for SERP benefits under this Article II,
Section II.

(d)

The frozen monthly benefit determined under this Article II, Section II shall
be an amount equal to two percent (2%) of average monthly base salary for the
highest 60 of the 120 months immediately preceding January 1, 2007 (as described
in Article II, Section II (f) below), multiplied by the years of credited
service, determined as of December 31, 2006, used to determine the frozen Part B
Supplementary benefit or the frozen benefit under the Account Balance Plan
feature under Part C under the Retirement Program (hereinafter referred to as
the “ABP”), less the sum of (1) all frozen accrued monthly benefits determined
under the Retirement Program, prior to reduction for the cost of any survivor
coverage, and BEP (if any), including the annuitized value of the frozen accrued
ABP benefit (as described in Article II, Section II (g) below), (2) two percent
(2%) of the monthly maximum Primary Social Security benefit payable in 2007
(regardless of actual receipt) multiplied by the executive153s years of Part A or
Part C credited service, determined as of December 31, 2006, under the
Retirement Program, and (3) any benefits payable under certain other GM-provided
benefit programs, such as Extended Disability Benefits.

(e)

The “Special Benefit” provided under the GM Health Care Program is not taken
into account in determining the amount of any monthly SERP benefit payable under
this Article II, Section II.

(f)

For purposes of this Article II, Section II, average monthly base salary
means the monthly average of base salary for the highest 60 of the 120 months
immediately preceding January 1, 2007. For executives with less than 60 months
of base salary history prior to January 1, 2007, the executive153s starting
monthly base salary will be imputed for the number of months less than 60.

(g)

For purposes of determining the SERP benefits under this Article II, Section
II for executives with a length of service date on and after January 1, 2001 who
participate in the ABP, the frozen ABP amount accrued as of December 31, 2006
shall be converted to an annuity for the purpose of offsetting this amount from
the target SERP using the following methodology:

(1)

First, credit the December 31, 2006 ABP account balance with interest credits
until Normal Retirement Age (age 65) using the ABP crediting rate in effect as
of December 31, 2006 to calculate a projected lump sum value at NRA.

(2)

Second, convert the amount determined under (1) above to an annuity using the
Retirement Program mortality table and the same ABP crediting rate used in
Article II, Section II (g) (1) above as the discount rate.

a)

Both the mortality table and the crediting rate will be those that were in
effect under the Retirement Program as of December 31, 2006.

(3)

Third, offset target frozen SERP with the annuitized amount determined under
(2) above.

(h)

For purposes of calculating the SERP benefits under this Article II, Section
II, the SERP benefit amounts will not be increased due to any election regarding
commencement of Retirement Program benefits on a reduced for early receipt
basis.

(i)

The monthly Social Security offset amount used in paragraph (d) of this
Section shall be based upon the maximum 2007 monthly Primary Social Security
benefit, regardless of the executive153s age as of January 1, 2007 or availability
to him/her of a U. S. Social Security benefit. This Social Security offset
amount shall not be changed for any subsequent Social Security increase.

(j)

Any post-retirement increase under the Retirement Program does not reduce any
monthly benefit payable under the Plan. For purposes of this subsection,
adjustments to the IRC Section 415 limits are not considered post-retirement
increases.

(a)

Alternative Formula SERP benefits determined under this Article II, Section
III as in effect prior to January 1, 2007, shall be frozen as of December 31,
2006. The amount of the frozen benefits shall be calculated using the following
factors:

(1)

Part B or Part C Retirement Program credited service accrued as of
December 31, 2006 (maximum 35 years).

(2)

Average total direct compensation is the total of:

a)

Average monthly base salary for the highest 60 of the 120 months immediately
preceding January 1, 2007, as described in Article II, Section III (g) below,
plus

b)

Average monthly incentive compensation determined by dividing the total of
the highest five of the ten years of annual incentive awards received for the
period 1997 through 2006, as described in Article II, Section III (h) below, by
60.

(3)

The sum of all frozen accrued monthly benefits determined under the
Retirement Program as of December 31, 2006, prior to reduction for the cost of
any survivor coverage.

(4)

One hundred percent (100%) of the maximum monthly Primary Social Security
benefit payable in 2007 (regardless of actual receipt).

(b)

Alternative Formula SERP benefits under this Article II, Section IIl shall be
determined for all executive employees on the active rolls as of December 31,
2006. Those appointed to executive positions on or after January 1, 2007 are
ineligible for frozen Alternative Formula SERP benefits.

(c)

Executives must meet the eligibility and vesting requirements as set forth in
Article II, Section I to be eligible for SERP benefits under this Article II,
Section III.

(d)

The frozen monthly benefit determined under this Article II, Section IIl for
an eligible retiring executive shall be the greater of the monthly benefit, if
any, determined under either (1) the formula set forth in this Article II
Section IIl or (2) the formula described in Article II, Section II.

(e)

The frozen monthly benefit determined under this Article II, Section III will
equal 1.5% of average total direct compensation (monthly base salary plus
average monthly annual incentive compensation, as defined in Article II, Section
III (g) and Article II, Section III (h) below), multiplied by the executive153s
years of credited service (35-year maximum), determined as of December 31, 2006,
used to determine the frozen Part B Supplementary benefits or the frozen ABP
benefits, less the sum of (1) all frozen accrued monthly benefits determined
under the Retirement Program, prior to reduction for the cost of any survivor
coverage, and BEP (if any), including the annuitized value of any frozen accrued
ABP benefit, (as described in Article II, Section III (i) below), (2) 100% of
the maximum monthly Primary Social Security benefit payable in 2007 (regardless
of executive153s age in January 2007 or availability to him/her of a U.S. Social
Security benefit), and (3) any benefits payable under certain other GM-provided
programs, such as Extended Disability.

(f)

The “Special Benefit” provided under the GM Health Care Program is not taken
into account in determining the amount of any monthly benefits payable under
this Article II, Section III.

(g)

For purposes of this Article II, Section III, average monthly base salary
means the monthly average of base salary for the highest 60 of the 120 months
immediately preceding January 1, 2007. For executives with less than 60 months
of base salary history prior to January 1, 2007, the executive153s starting
monthly base salary will be imputed for the number of months less than 60.

(h)

For purposes of this Article II, Section III, average monthly incentive
compensation means an amount determined by dividing the total of the highest
five of the ten years of annual incentive awards received for the period 1997
through 2006, by 60. For executives with less than five years of service as of
December 31, 2006 or those appointed to executive status within the last five
years, the average of annual incentive compensation awards paid for service
through December 31, 2006 divided by the number of years since date of hire or
date of appointment to December 31, 2006 shall be imputed for the number of
years less than five. Each annual incentive award amount is the final award
amount related to the performance period year for which it was awarded. For
purposes of clarity, “annual incentive awards” means those payments under the
Annual Incentive Plan. Moreover, neither Stock Performance Program awards, Stock
Incentive Plan grants, Cash-Based Restricted Stock Unit awards nor any other
form of incentive payment, are eligible for inclusion in determining a benefit
under this Article II, Section III. Non-consecutive years within the 1997
through 2006 period may be used for determining the blended amount of average
monthly (1) base salary, and (2) incentive compensation.

(i)

For purposes of calculating the benefits under this Article II, Section III
for executives with a length of service date on and after January 1, 2001 who
participate in the ABP, the frozen ABP account balance accrued as of
December 31, 2006 shall be converted to an annuity for the purpose of offsetting
this amount from the frozen target Alternative Formula SERP using the following
methodology:

(1)

First, credit the December 31, 2006 ABP account balance with interest credits
until Normal Retirement Age (age 65) using the ABP crediting rate in effect as
of December 31, 2006 to calculate a projected lump sum value at NRA.

(2)

Second, convert the amount determined under (1) above to an annuity using the
Retirement Program mortality table and the same ABP crediting rate used in
Article II, Section II (g) (1) as the discount rate.

a)

Both the mortality table and the crediting rate will be those that were in
effect under the Retirement Program as of December 31, 2006.

(3)

Third, offset frozen target Alternative Formula SERP with the amount
determined under (2) above.

(j)

For purposes of calculating the SERP benefits under this Article II, Section
III, the SERP benefit amounts will not be increased due to any election
regarding commencement of Retirement Program benefits on a reduced for early
receipt basis.

(k)

The monthly Social Security offset amount used in paragraph (e) of this
Section shall be based upon the maximum 2007 Primary Social Security benefit,
regardless of the executive153s age as of January 1, 2007 or availability to
him/her of a U. S. Social Security benefit. This Social Security offset amount
shall not be changed for any subsequent Social Security increase.

(l)

Any post-retirement increase under the Retirement Program does not reduce any
monthly frozen Alternative Formula benefit that may become payable. For purposes
of this subsection, adjustments to the IRC Section 415 limits are not considered
post-retirement increases.

(m)

General Motors Asset Management executives who on or after August 4, 2003 are
transferred to GMAM or hired or promoted into executive status are ineligible
for benefits under this Article II, Section III.

(a)

Effective for service on and after January 1, 2007, ERP benefits under this
Article II, Section IV for GM or Corporation Regular Active or Flexible Service
U.S. executives, or U. S. International Service Personnel executives, with a
length of service date prior to January 1, 2001 will be calculated using a 1.25%
Career Average Pay formula as set forth in this Article II, Section IV.

(b)

To be eligible for a 1.25% Career Average Pay ERP Benefit, an executive
employee must:

(1)

Be a GM or Corporation Regular Active or Flexible Service U.S. executive, or
U.S. International Service Personnel executive, on and after January 1, 2007
with a length of service date prior to January 1, 2001; and

(2)

Be at work for GM or the Corporation on or after January 1, 2007; and

(3)

Meet the eligibility and vesting requirements as set forth in Article II,
Section I.

(c)

Eligible executives will accrue benefits under this Article II, Section IV
with respect to actual base salary and either Annual Incentive Plan or Short
Term Incentive Plan final awards received while an executive for service on and
after January 1, 2007 equal to 1.25% of the total of base salary plus either
Annual Incentive Plan or Short Term Incentive Plan final awards received in
excess of the compensation limit under IRC 401(a)(17) in effect for the
Retirement Program. As benefits are specified on a career average pay basis,
subsequent base salary increases will not impact the value of previously accrued
benefits.

(1)

Annual Incentive Plan final awards shall include only those paid with respect
to performance periods commencing on and after January 1, 2007 and ending before
2010. Short Term Incentive Plan final awards shall include only those paid with
respect to performance periods commencing on and after January 1, 2010.

(2)

Pro-rata Annual Incentive Plan or Short Term Incentive Plan final awards
attributable to the year of retirement will not be used in the calculation of
benefits under this Section.

(3)

General Motors Asset Management executives who on or after August 4, 2003 are
transferred to GMAM or hired or promoted into executive status are ineligible
for 1.25% Career Average Pay ERP benefits calculated with respect to annual
incentive compensation.

(a)

Effective for service on and after January 1, 2007, ERP benefits under this
Article II, Section V for GM and Corporation Regular Active or Flexible Service
U.S. executives, or U.S. International Service Personnel executives, with a
length of service date on and after January 1, 2001 will be accumulated using a
4% defined contribution formula.

(b)

To be eligible for the 4% defined contribution benefits under this Section,
an executive employee must:

(1)

Be a GM or Corporation Regular Active or Flexible Service U.S. executive, or
U.S. International Service Personnel executive, with a length of service date on
or after January 1, 2001; and

(2)

Be at work for GM or the Corporation on or after January 1, 2007; and

(3)

Meet the eligibility and vesting requirements as set forth in Article II,
Section I.

(c)

Eligible executives with a length of service date on and after January 1,
2001 will accrue benefits under this Article II, Section V with respect to
actual base salary and either Annual Incentive Plan or Short Term Incentive Plan
final awards received while an executive for service on and after January 1,
2007 equal to 4% of the total of base salary plus either Annual Incentive Plan
or Short Term Incentive Plan final awards received in excess of the annual
compensation limit under IRC 401(a)(17) in effect for the RSP. Once the total of
base salary and either eligible Annual Incentive Plan or Short Term Incentive
Plan final awards received in any Plan Year exceed the compensation limit under
IRC 401(a)(17) in effect for the RSP for that year, notional contributions shall
be allocated each pay period into an unfunded defined contribution account
maintained for each eligible executive on a book reserve basis.

(1)

Annual Incentive Plan final awards shall include only those paid with respect
to performance periods commencing on and after January 1, 2007 and ending before
2010. Short Term Incentive Plan final awards shall include only those paid with
respect to performance periods commencing on and after January 1, 2010.

(2)

Pro-rata Annual Incentive Plan or Short Term Incentive Plan final awards
attributable to the year of retirement will not be used in the calculation of
benefits under this Section.

(3)

General Motors Asset Management executives who on or after August 4, 2003 are
transferred to GMAM or hired or promoted into executive status are ineligible
for the 4% benefits calculated with respect to annual incentive compensation.

(d)

The individual amounts for each eligible Participant shall be allocated each
pay period to an unfunded defined contribution account that will be credited
with earnings based on investment options as selected by the Participant.
Effective July 15, 2011, the investment options shall be the same as provided
under the RSP.

(a)

Payment of benefits determined pursuant to Article II, Section II, III, IV or
V of the Plan, are payable in accordance with the provisions of Article II,
Section VI (c) below effective the first day of the month following the
employee153s separation from service.

(1)

In the event of disability, as defined under IRC Section 409A, payment of
benefits will commence from the first day of the month following twelve months
of a Company approved disability leave of absence.

(2)

Payment of benefits will commence not later than 90 days following separation
from service or termination of disability leave of absence.

(3)

In the case where a separate legal entity (e.g. a wholly owned subsidiary) is
sold and an eligible employee remains employed with the entity, payment of
vested Plan benefits shall begin only when such employee terminates employment
from the sold entity.

(4)

In the case where an eligible employee works for an operation that is not a
separate legal entity (e.g., a plant), and such operation is sold and the
employee remains employed at such operation, payment of vested Plan benefits
shall begin following the date of sale.

(b)

Prior to an eligible employee153s separation from service, at the discretion of
the Plan Administrator, the payment of benefits under this Article II may be
reduced, in an amount up to $5,000 per year, as repayment of amounts that such
eligible employee owes GM or any subsidiary, for any reason, including but not
limited to benefit overpayments, wage overpayments, and amounts due under all
incentive compensation plans. Following an eligible employee153s separation from
service, there shall be no limitation to the amount benefits may be reduced. The
eligible employee will be relieved of liability in the amount of the reduction.

(c)

Prior to payment, all vested Plan benefits, including any frozen SERP
benefits, if applicable, will be converted to a five year monthly annuity form
of payment.

(1)

For retirements or death in service at or after age 60, the monthly value of
benefits under the Plan shall be unreduced for early age receipt.

(2)

For retirements commencing at age 55 to age 59 and 11 months, or death in
service at or after age 55 and prior to age 60, the monthly value of any Plan
benefits determined under Article II, Section IV, and any frozen SERP benefits
determined under Article II, Section II or III for executives with a length of
service date prior to January 1, 2001, shall be reduced for early age receipt
prior to conversion to a five year monthly annuity form of payment. The defined
contribution individual account plan benefits under Article II, Section V for
executives with a length of service date on or after January 1, 2001 will be
converted to a five year monthly annuity form of payment without applying an
early age reduction.

(3)

In the event of disability as defined in Article II, Section VI
(a) (1) above, the monthly value of benefits under Article II of the Plan shall
be unreduced for early age receipt and converted to a five year monthly annuity
using the following methodology:

a)

First, offset the lifetime monthly annuity value of benefits under this
Article II by the amount of any Extended Disability Benefits (EDB) payable to
age 65 to determine the amount of monthly ERP and frozen SERP payable to age 65,
if any.

1)

For this purpose, the conversion of any Article II, Section V ERP to a
lifetime monthly annuity will use the discount rate specified in Article II,
Section VI (c) (5) below in effect at the date of total and permanent disability
retirement.

b)

Second, convert the monthly value of benefits determined in Article II,
Section VI (c) (3) a) above to a five year monthly annuity using age at
effective date of total and permanent disability retirement.

c)

Third, convert the lifetime monthly annuity value of benefits under this
Article II payable from age 65 to a five year annuity using age 65 as the
effective date of payment.

d)

Fourth, add the five year annuity values calculated in Article II, Section VI
(c) (3) (b) plus Article II, Section VI (c) (3) (c) above to determine the total
amount of the five year annuity payment.

(4)

Early receipt reduction factors will be identical to those used under the
terms of the Retirement Program.

(5)

The conversion of the monthly value of any benefits determined under Article
II, Section II, III and IV (after applying any reduction for early age receipt)
to a five year annuity form of payment, shall be made using the July average of
the 30-year U.S. Treasury Securities rate and the same mortality tables
applicable under the Retirement Program at date of separation from service. The
discount rate will be redetermined each year as the average of the 30-year U.S.
Treasury Securities rate for the month of July and be effective for retirements
commencing October 1 following each redetermination through September 30 of the
succeeding year. The defined contribution benefits under Article II, Section V
for executives with a length of service date on or after January 1, 2001, will
not use a mortality table for the conversion to a five year annuity form of
payment.

(6)

Should the executive die during the five year annuity payment period, the
remaining five year annuity payments will be converted to a one-time lump sum
and paid to a beneficiary named at date of retirement. If the executive is
married at date of retirement spousal consent will be required to name a
beneficiary other than the spouse. If the primary beneficiary has predeceased
the executive, any contingent beneficiaries designated for the executive153s Basic
Group Life Insurance (as referred to herein, “Basic Group Life Insurance”
includes any successor life insurance plan, including Group Variable Universal
Life) will receive the lump sum payment. If more than one person is named as the
eligible beneficiary for the executive153s Basic Group Life Insurance at date of
death, the lump sum will be paid at the percentages designated for their
respective interests as eligible beneficiaries of the executive153s Basic Group
Life Insurance. If their respective interests are not specified, their interests
shall be several and equal. If a non-living entity such as a trust is named as
beneficiary, or the executive should have no living beneficiary, any remaining
five year annuity payments will be converted to a one-time lump sum for final
payment.

(7)

Should an executive who is vested pursuant to the provisions of Article II,
Section I die during active service with GM, any five year annuity benefits
payable under Article II, Section VI (c) (1) and Article II, Section VI
(c) (2) will be converted to a one-time lump sum and paid to the executive153s
surviving spouse. If the executive is not married at date of death, the person
designated as primary beneficiary for the executive153s Basic Life Insurance will
receive the lump sum payment. If the primary beneficiary has predeceased the
executive any contingent beneficiaries designated for the executive153s Basic
Group Life Insurance will receive the lump sum payment. If more than one person
is named as the eligible beneficiary for the executive153s Basic Group Life
Insurance at date of death, the lump sum will be paid at the percentages
designated for their respective interests as eligible beneficiaries of the
executive153s Basic Group Life Insurance. If their respective interests are not
specified, their interests shall be several and equal. If a non-living entity
such as a trust is named as beneficiary, or the executive should have no living
beneficiary, the five year annuity payments will be converted to a lump sum for
final payment.

(8)

The obligation to provide benefits under this Article II shall cease at the
end of the five year annuity period or upon payment of a present value lump sum
to multiple named beneficiaries, a trust or to the executive153s estate as
described in Article II, Section VI (c) (6) and Article II, Section VI (c) (7)
above.

(9)

The Plan benefits under this Article II for active executives who were age 62
and above as of December 31, 2004 with a minimum of 10 years Part B or Part C
credited service under the Retirement Program are grandfathered for benefit
amounts accrued and vested through December 31, 2004, in accordance with IRC
Section 409A, under the terms of the Plan in effect prior to January 1, 2007.
Benefit amounts accrued and vested after December 31, 2004 for such
grandfathered executives are payable only as a lifetime monthly annuity. Such
grandfathered executives are not eligible for the five year annuity form of
payment.

(a)

Eligibility to participate in this Article III shall be limited solely to
those active executive level or separated executive level employees, or the
designated beneficiaries of such active executive level or separated executive
level employees, whose aggregate contributions and benefits under the RSP are in
excess of the maximum limitations on compensation, contributions and benefits
imposed by Sections 401(a)(17) and/or 415 of the Code.

(b)

For purposes of this Article III, the terms “designated beneficiary” or
“designated beneficiaries” shall include surviving spouses and contingent
beneficiaries.

(c)

Eligible executives are immediately vested in any benefits accrued under
Article III, Section II (a) prior to January 1, 2007.

(d)

Eligible executives become vested in any benefits accrued on and after
January 1, 2007 under Article III Section II (a) upon their attainment of age 55
with a minimum of 10 years153 credited service. For this purpose, credited service
is as defined in the RSP.

(a)

An executive level employee who is eligible to participate in this Article
III, or the designated beneficiary of such a deceased executive level employee
who was eligible to participate in this Article III, shall be eligible to
receive the value of the assets that would have been purchased with, if any, GM
RSP matching contribution amounts, plus related earnings on such assets, set
forth in Article III, Section II (b) below, but for the maximum benefit
limitations imposed under Section 415(c) of the Code and maximum compensation
limits imposed under Section 401(a)(17) of the Code. The portion of the Plan
that provides benefits in the event the maximum compensation limits under
Section 401(a)(17) of the Code apply is an unfunded plan for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees. The value of assets described in this Article III,
Section II (a) shall be separately accounted for each employee or designated
beneficiary.

(b)

The individual notional amounts for each eligible Participant shall be
allocated each pay period to an unfunded defined contribution account that will
be credited with earnings based on investment options as selected by the
Participant. Effective July 15, 2011, the investment options shall be the same
as provided under the RSP.

(a)

For account balance notional amounts accrued and vested on or before
December 31, 2004, the amount determined pursuant to Article III, Section II
(a) for separations prior to January 1, 2007, shall be payable to the
Participant in a lump-sum amount on the earlier of the Participant153s request or
as soon as practicable following such Participant153s total distribution of their
RSP account. Such distributions will be based on the market value on the
Business Day on which the request is received or the day in which the
Participant153s RSP account is totally distributed, as confirmed by the GM
Benefits & Services Center provided that the request is received or the RSP
account is totally distributed before the close of business of the New York
Stock Exchange (NYSE), normally 4:00 p.m. (EST). A withdrawal request received
and confirmed by the GM Benefits & Services Center after the close of
business of the NYSE, or on a weekend or holiday observed by the NYSE, will be
based on the market value on the next Business Day.

(b)

For separations on and after January 1, 2007, payment of vested plan
benefits, in the amount determined pursuant to Article III, Section II (a) will
be converted to a five year monthly annuity form of payment.

(1)

Conversion of the account value at date of separation to a five year annuity
will use the same discount rate applicable under Article II, Section VI (c) (5)
at date of separation from service.

(2)

If the separated executive is eligible for payment of ERP benefits under
Article II, payable as a five year annuity, payment of benefits as a five year
annuity under this Article III will be combined with and paid coincident with
ERP payments under Article II.

(c)

Prior to an eligible Participant153s separation from service, at the discretion
of the Plan Administrator, the payment of benefits under Article III, Section
III (a), and (b) above may be reduced in an amount up to $5,000 per year as
repayment of amounts that a Participant owes GM or any subsidiary, for any
reason, including benefit overpayments, wage overpayments, and amounts due under
all incentive compensation plans. Following an eligible Participant153s separation
from service, there shall be no limitation to the amount benefits may be
reduced. The Participant will be relieved of liability in the amount of the
reduction.

(a)

The Company, by and through the Executive Compensation Committee of the
General Motors Company Board of Directors or its delegate, may, from
time-to-time in its sole discretion, grant individual awards to selected
executives under the Plan.

(1)

The terms of an award granted under this Article IV shall be set forth in the
award agreement delivered to such executive or group of executives.

(2)

Conditions related to the award must comply with IRC 409A.

(b)

Amounts of awards granted under this Article IV shall be separately accounted
for in an unfunded individual defined contribution account for the benefit of
each Participant.

(c)

Upon separation from service, if the Participant is otherwise eligible for
ERP (other than the ten year service requirement), the account balance amount of
the vested award will be converted to a five-year monthly annuity form of
payment.

(1)

Conversion of the account balance amount of the vested award at date of
separation to a five year annuity will use the same discount rate applicable
under Article II, Section VI (c) (5) at date of separation from service.

(2)

If the separated Participant is eligible for payment of any ERP benefits
under Article II or Article III, payable as a five year annuity, payment of any
vested Discretionary Award as a five-year annuity will be combined with and paid
coincident with ERP payments under Article II or Article III.

(3)

Prior to an eligible Participant153s separation from service, at the discretion
of the Plan Administrator, the payment of any award under Article IV may be
reduced in an amount up to $5,000 per year as repayment of amounts that a
Participant owes GM or any subsidiary, for any reason, including benefit
overpayments, wage overpayments, and amounts due under all incentive
compensation plans. Following an eligible Participant153s separation from service,
there shall be no limitation to the amount any award under Article IV may be
reduced. The Participant will be relieved of liability in the amount of the
reduction.

(4)

Any unvested Award shall be forfeited upon separation from service.

(5)

Should the Participant die during the five year annuity payment period, the
remaining five year annuity payments will be converted to a one-time lump sum
and paid to the Participant153s designated beneficiary. If the Participant is
married at date of separation from service, spousal consent will be required to
name a beneficiary other than the spouse. If an entity (such as a trust or
charitable organization) is named as beneficiary, or the Participant should have
no living beneficiary, any remaining five year annuity payments will be
converted to a one-time lump sum for final payment to such entity or to the
Participant153s estate.

(6)

Should a Participant who is vested pursuant to Article IV (c) die during
active service with GM, any five year annuity benefits payable under this
Article IV will be converted to a one-time lump sum and paid to the
Participant153s surviving spouse or other designated beneficiary. If an entity
(such as a trust or charitable organization) is named as beneficiary, or the
Participant should have no living beneficiary, the five year annuity payments
will be converted to a lump sum for final payment to such entity or to the
Participant153s estate.

(a)

The Company reserves the right, by and through the Executive Compensation
Committee of the General Motors Company Board of Directors or its delegate, to
amend, modify, suspend, or terminate the Plan in whole or in part, at any time.
No oral statements can change the terms of the Plan. The Plan can only be
amended, in writing, by the Board of Directors, the Executive Compensation
Committee, or an appropriate individual or committee as designated by the Board
of Directors or Executive Compensation Committee. The Company shall not
terminate the Plan if such termination would result in tax and penalties under
Section 409A of the Code, unless the Company acknowledges in writing that one of
the results of a termination will be tax and penalties under the Code. Absent an
express delegation of authority from the Board of Directors or the Executive
Compensation Committee, no one has the authority to commit the Company to any
benefit or benefits provision not provided for under the Plan or to change the
eligibility criteria or other provisions of the Plan.

(b)

The Company may, from time-to-time and in its sole discretion, adopt limited
early retirement provisions to provide retirements (i) during a specified period
of time, (ii) at a specified level of benefits, and (iii) for identified
executive employees. Any such early retirement provisions relating to the Plan
that may be adopted by the Company are made a part of the Plan as though set out
fully herein.

(c)

The Company may, from time-to-time and in its sole discretion, adjust the
amount of an executive153s credited service used to determine the benefits under
the Plan, or the amount of benefits payable to an executive under the Plan.

(a)

Notwithstanding any provision of the Plan, no elections, modifications or
distributions will be allowed or implemented if they would cause an otherwise
eligible Participant to be subject to tax (including interest and penalties)
under Section 409A of the Code, unless the Committee specifies in writing that
such elections, modifications or distributions shall be made notwithstanding the
impact of such tax (e.g. court order, adverse business conditions).

(b)

Specified employees, as defined by IRC 409A, will have a six month waiting
period (or, if earlier, the date of death) before commencement of payment of any
Plan benefits payable on account of a separation from service. During the six
month waiting period, all amounts payable under the Plan will accumulate without
interest and be paid effective with the seventh monthly payment.

(c)

If at the time of separation from service the present value of all benefits
under the Plan is less than the dollar limit under Section 402(g) of the Code as
adjusted by the Secretary of the Treasury ($16,500 for 2010) such amount shall
be paid in a lump sum within 90 days of such separation.

(d)

Notwithstanding the provisions of the Plan to the contrary, under the
provisions of Treasury Regulation Section 1.409A-3(j) benefits may be paid prior
to the applicable payment date in the following events:

(1)

Pursuant to the terms of a Qualified Domestic Relations Order, as defined in
Section 414(p) of the Code;

(2)

To comply with an ethics agreement with the federal government, or to avoid a
violation any domestic or foreign ethics law or conflicts law;

(3)

To satisfy any Federal Insurance Contributions Act (FICA) tax obligations;

(4)

To pay the Participant an amount required to be included in income due to a
failure of the Plan to comply with Section 409A of the Code;

(5)

Upon termination of the Plan;

(6)

To pay state, local or foreign taxes arising from participation in the Plan;
and

(7)

To settle a bona fide dispute as to a Participant153s right to a Plan
distribution.

(e)

Effective May 1, 2009 monthly benefits payable under Article II, Section VI
shall be reduced by 10% on a temporary basis;

(1)

For Participants receiving lifetime monthly annuity benefits, including those
retired prior to January 1, 2007 and grandfathered executives referred to in
Article II Section VI (c) (9), the 10% reduction shall be applied to the amount
of monthly benefits in pay status as of April 2009.

(2)

For Participants receiving five year monthly annuity benefits under this
subsection (e), 10% of the life annuity value prior to its conversion to a five
year annuity will be subtracted from the five year annuity that would otherwise
be payable.

(f)

Effective June 1, 2009 the amount of monthly benefits payable is limited to
$8,000, on a temporary basis.

(1)

For Participants receiving lifetime monthly annuity benefits, the $8,000
monthly limit is applied to the amount of monthly benefits payable after
imposition of the 10% reduction referred to in subsection (f).

(2)

For Participants receiving five year monthly annuity benefits, first reduce
the life annuity prior to conversion to a five year annuity by 10% as referred
to in Article V, Section II, (e) (2). Next, if the remaining life annuity
exceeds $8,000 per month, further reduce the five year annuity that would be
otherwise payable by the difference between the 10% reduced life annuity and
$8,000.

(g)

In the event of a sale of assets under Section 363 the Bankruptcy Code and
the assumption of the Plan by General Motors LLC, the temporary 10% reduction
under subsection (e) shall become permanent. In addition, for executive retirees
who have a combined tax-qualified SRP plus non-qualified benefit under the Plan
in excess of $100,000 per annum on a life annuity basis, the amount of benefits
under the Plan over the combined $100,000 per annum threshold shall be reduced
by 2/3rds.

(1)

For the purpose of determining the $100,000 threshold for Participants
receiving monthly life annuity benefits, such determination shall be made after
the reduction of the monthly benefit for the cost of any survivor option.

(2)

For the purpose of determining the $100,000 threshold convert any five year
annuity form of payment to a life annuity. After application of any reduction
described in Article V Section II (g) above, convert the remaining life annuity
back to a five year annuity for continued payment using the same five year
annuity conversion factors as applied at original benefit commencement date.

(h)

In the event of a sale of assets under Section 363 the Bankruptcy Code and
the assumption of the Plan by General Motors LLC as of the date of such sale,
the monthly benefits accrued by active executive employees under Article II,
Sections II, III and IV shall be frozen and reduced by 10%. Future benefit
accruals for executive employees following the date of sale shall be determined
under Article II, Sections IV and V.