Supplemental Determination re. Compensation and Structures – AIG

DEPARTMENT OF THE TREASURY

WASHINGTON, D.C. 20220

December 20, 2010

James J. Duffy

Ally Financial Inc.

Chief Human Resources Officer

1177 Avenue of the Americas

New York, NY 10036

Jeffrey J. Hurd, Esq.

Senior Vice President:
Human Resources and Communications

American International Group, Inc.

180 Maiden Lane

22nd Floor

New York, NY 10038-4925

Ms. Janice Uhlig

Executive Director, Global Compensation and Planning General Motors Company

300 Renaissance Drive

Detroit, MI 48265-3000

Re: Supplemental Determination
Regarding
Compensation and Structures

Dear Mr. Duffy, Mr. Hurd and Ms. Uhlig:

Pursuant to the Department of the Treasury153s Interim Final Rule on TARP
Standards for Compensation and Corporate Governance (the “Rule”), on April 16,
2010, the Special Master issued determination letters to each of Ally, AIG and
GM (the “April 2010 Determination Letters”) with respect to compensation
structures for certain executive officers and most highly compensated employees
(“Covered Employees 26 : 100”). 31 C.F.R. § 30.16(a)(3)(ii).

Annex A to each of the April 2010 Determination Letters includes a paragraph
entitled “Employees entering the Top 25153”, which describes certain terms and
conditions applicable with respect to 2010 compensation where the relevant
company reasonably concludes that a Covered Employee may become one of the “Top
25” employees in 2011. The paragraph does not, however, refer to 2009
compensation with respect to such a Covered Employee. The principles underlying
the matters discussed in the specified paragraph apply equally to the comparable
elements of 2009 compensation. Accordingly, the Special Master has determined
that the second

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and third sentences of such paragraph will apply, mutatis mutandis,
to amounts payable or reasonably estimated to be payable under a 2009
incentive plan except that (1) any reference to “this Annex” refers to any
determination of the Special Master that applies to such payment, (2) no stock
issued pursuant to the preceding clause may become transferable by the employee
earlier than the time the original payment was otherwise scheduled to be paid
(other than an amount of stock sufficient to cover an employee153s tax-withholding
obligations) and (3) all such payments shall be subject to the relevant
provisions regarding clawbacks and hedging.

The approvals in this letter apply only to the Covered Employees referred to
above. Such conclusions are limited to the authority vested in the Special
Master by Section 30.16(a)(3) of the Rule, and shall not constitute, or be
construed to constitute, the judgment of the Office of the Special Master or the
Department of the Treasury with respect to the compliance of the proposed
compensation payments or structure or any other compensation payments or
structure for the subject employees with any other provision of the Rule.
Moreover, my evaluations and conclusions with respect to the Covered Employees
of any company have relied upon, and are qualified in their entirety by, the
accuracy of the materials submitted by such company to the Office of the Special
Master, and the absence of any material misstatement or omission in such
materials.

		Very truly yours,
		/s/ Patricia Geoghegan
		Patricia Geoghegan
		Office of the Special Master for
		TARP Executive Compensation
cc:	Drema M. Kalajian, Esq.
	Richard Strahota
	Mitchell D. Schultz
	Marc R. Trevino, Esq.
	Jacqueline Aguanno
	Mary T. Barra

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