{"id":39913,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-retirement-plan-gm.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-retirement-plan-gm","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-retirement-plan-gm.html","title":{"rendered":"Executive Retirement Plan – GM"},"content":{"rendered":"

GENERAL MOTORS LLC <\/strong><\/p>\n

General Motors <\/strong><\/p>\n

Executive Retirement Plan <\/strong><\/p>\n

With Modifications through July 1, 2011 <\/strong><\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

The General Motors Executive Retirement Plan (ERP) (the Plan) is an unfunded,
\nnonqualified deferred compensation plan. The Plan is structured to qualify for
\ncertain exemptions from the eligibility, funding and other requirements of the
\nEmployee Retirement Income Security Act of 1974 (ERISA) and, further, ERP
\nbenefits are computed without regard to compensation limits imposed under the
\nInternal Revenue Code.<\/p>\n

Article I. Purpose; Administration; and Effective Date<\/u>
\n<\/strong><\/p>\n

Article I, Section I. Purpose of the Plan<\/u> <\/strong><\/p>\n

The purpose of the General Motors Executive Retirement Plan (the Plan) is to
\nhelp provide eligible retiring salaried executive employees of General Motors
\nLLC (“the Company”), and certain executive employees of General Motors
\nInvestment Management Co. (GMIMCo, formerly Promark), GM Global Steering
\nHoldings LLC, and GM Components Holdings, an overall level of monthly retirement
\nbenefits, or lump sum distributions of account balances, which are competitive
\nwith the benefits provided executives retiring from or ending careers with other
\nmajor U.S. industrial companies based on years of employment. Eligible active
\nexecutive level employees, former executive level employees who on or after
\nJanuary 1, 2007 were reduced to a classified position after having obtained the
\nage of 55 and 10 years of eligible service, and former executive level employees
\nwho, in each case, have separated from service and are otherwise eligible, shall
\nbe referred to herein as “Participants.” The Company, GMIMCo, GM Global Steering
\nHoldings LLC, and GM Components Holdings are collectively referred to as “GM.”
\n“GMIMCo” and “GMAM” are used interchangeably. The monthly retirement benefits
\ndetermined under the tax-qualified General Motors Retirement Program for
\nSalaried Employees (hereinafter referred to as the “Retirement Program”), or
\naccount balances determined under the tax-qualified Retirement Savings Plan
\n(hereinafter referred to as the “RSP” and formerly known as the Savings-Stock
\nPurchase Program S-SPP), plus any benefits payable under certain other
\nGM-provided benefit programs, may be supplemented by benefits provided under the
\nformulas of the Plan. It is intended that the Plan, in relevant part, qualify as
\nan “excess benefit plan” under Section 3(36) of ERISA and, in relevant part, as
\na plan “providing deferred compensation for a select group of management or
\nhighly compensated employees” under Section 201(2) of ERISA.<\/p>\n<\/p>\n

2<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article I, Section I. <\/strong><\/p>\n

The Plan also provides benefits, but only to the extent required, pursuant to
\n(1) the Amended and Restated Master Sale and Purchase Agreement, dated as of
\nJune 26, 2009 (as amended, the “Purchase Agreement<\/u>“), and (2) the Order
\n(I) Authorizing Sale of Assets Pursuant to Amended and Restated Master Purchase
\nAgreement with NGMCO, Inc., a U.S. Treasury-Sponsored Purchaser;
\n(II) Authorizing Assumption and Assignment of Certain Executory Contracts and
\nUnexpired Leases in Connection with the Sale; and (III) Granting Related Relief,
\nentered on July 5, 2009 (D.I. 2968) (the “Sale Order<\/u>“), to certain
\nindividuals who were never Company employees but who retired from General Motors
\nCorporation (hereinafter referred to as the “Corporation”), General Motors
\nAcceptance Corporation (GMAC) and Promark, formerly known as General Motors
\nAsset Management (GMAM) (hereinafter referred to collectively as the
\n“Corporation and its Related Companies”).<\/p>\n<\/p>\n

3<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article I, Section II. Administration of the Plan<\/u> <\/strong>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Plan shall at all times be maintained, considered, and administered as a
\nnon-qualified plan that is wholly separate and distinct from the Retirement
\nProgram and the RSP.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Benefits under the Plan are not guaranteed.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

The Company is the Plan Administrator. The Plan Administrator has
\ndiscretionary authority to construe, interpret, apply, and administer the Plan
\nand serves as the first step of the Plan appeal process. Any and all decisions
\nof the Plan Administrator as to interpretation or application of the Plan shall
\nbe given full force and effect unless it is proven that the interpretation or
\ndetermination was arbitrary and capricious.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

The Plan Administrator shall have the full power to engage and employ such
\nlegal, actuarial, auditing, tax, and other such agents, as it shall, in its sole
\ndiscretion, deem to be in the best interest of the Company, the Plan, and its
\nParticipants and beneficiaries.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

The expenses of administering the Plan are borne by the Company and are not
\ncharged against its Participants and beneficiaries.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

Various aspects of Plan administration have been delegated to the Plan
\nrecordkeeper selected by the Plan Administrator. In carrying out its delegated
\nresponsibilities, the Plan recordkeeper shall have discretionary authority to
\nconstrue, interpret, apply, and administer the Plan provisions. The
\ndiscretionary authority delegated to the Plan recordkeeper shall, however, be
\nlimited to the Plan terms relevant to its delegated responsibilities and shall
\nnot permit the Plan recordkeeper to render a determination or to make any
\nrepresentation concerning benefits which are not provided by the express terms
\nof the Plan. The Plan recordkeeper153s actions shall be given full force and
\neffect unless determined by the Plan Administrator to be contrary to the Plan
\nprovisions or arbitrary and capricious.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

For purposes of the Plan, a Plan Year shall mean the 12-month period
\nbeginning January 1 and ending December 31.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article I, Section III. Effective Date<\/u> <\/strong><\/p>\n

The Corporation established the Supplemental Executive Retirement Program
\n(“SERP”) under Article II of the Plan effective December 1, 1985. The Plan had
\nbeen amended from time to time prior to the Company becoming the sponsor of it.
\nEffective January 1, 2007, the name of the Plan was changed from the SERP to the
\n“Executive Retirement Plan (ERP)”. The terms and conditions of the ERP are set
\nforth in Article II. ERP benefits for service through December 31, 2006 were
\nfrozen as described in Article II, Section II and Section III and new benefit
\nformulas for service on and after January 1, 2007 were adopted, as described in
\nArticle II, Section IV and Section V.<\/p>\n

Benefits payable under Article II, Sections II, III, and IV (Regular Formula
\nSERP, Alternative Formula SERP, and 1.25% Career Average Pay Benefits,
\nrespectively) shall hereinafter be referred to as the “DB ERP” portion of the
\nPlan. With respect to DB ERP, benefits are not based on notional contributions
\nto, or related gains or losses in, any notional individual investment account or
\nfund identified in Article III, Section II.<\/p>\n

Effective January 1, 2007, the Benefit Equalization Plan (BEP) was merged
\ninto the Plan, the terms and conditions of which are set forth in Article III.
\nBenefits payable under the individual account portion of the Plan under Article
\nII, Section V, Article III, and Article IV (4% Defined Contribution Benefits,
\nExcess Benefits, and Discretionary Awards, respectively) shall hereinafter be
\nreferred to as the “DC ERP” portion of the Plan.<\/p>\n

The Company became the sponsor of the Plan, subject to the conditions and
\nreleases identified in the Purchase Agreement and Sale Order.<\/p>\n<\/p>\n

5<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article I, Section IV. Individuals Not Eligible; Suspensions; and
\nNormal Retirement Age<\/u> <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The following classes of individuals are ineligible to participate in the
\nPlan regardless of any other Plan terms to the contrary, and regardless of
\nwhether the individual is or was a common-law employee of GM or the Corporation
\nand its Related Companies:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

Any individual who provides services to GM or the Corporation and its Related
\nCompanies where there is an agreement with a separate company under which the
\nservices are provided. Such individuals are commonly referred to by the Company
\nas “contract employees” or “bundled-services employees;”<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

Any individual who has signed an independent contractor agreement, consulting
\nagreement, or other similar personal services contract with GM or the
\nCorporation and its Related Companies, and;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

Any individual that the Company, in good faith, classifies as an independent
\ncontractor, consultant, contract employee, or bundled-services employee during
\nthe period the individual is so classified by the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The purpose of Section IV (a) is to exclude from participation in
\nthe Plan all persons who actually may be common-law employees of GM or the
\nCorporation and its Related Companies, but are not paid as though they are
\nemployees of such company regardless of the reason they are excluded from the
\npayroll, and regardless of whether the exclusion is correct.<\/em><\/strong><\/p>\n<\/p>\n

6<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article I, Section IV. (b) <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Notwithstanding the provisions of this Section IV, vested benefits will be
\nsuspended or forfeited if an executive employee, retired executive employee, or
\nretired eligible employee, if any, does not satisfy the conditions precedent
\nthat such employee: (i) refrain from engaging in any activity which, in the
\nopinion of the Executive Compensation Committee of the General Motors Company
\nBoard of Directors, is in any manner inimical or in any way contrary to the best
\ninterests of the Company, (ii) will not, for a period of 12 months following any
\ntermination of employment, directly or indirectly, knowingly induce any employee
\nor employee of an affiliate of the Company to leave their employment for
\nparticipation, directly or indirectly, with any existing or future business
\nventure associated with such individual, and (iii) furnish to the Company such
\ninformation with respect to the satisfaction of the foregoing conditions
\nprecedent as the Committee shall reasonably request.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Normal Retirement Age (NRA) is 65.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

7<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article II. Executive Retirement Plan<\/u> <\/strong><\/p>\n

Article II, Section I. Eligibility and Vesting<\/u> <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

A Participant shall be eligible for vested benefits under the Plan on the
\nfirst date the Participant satisfies the requirements set forth in Section I
\n(b), (c) and (d), respectively.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

To be eligible for a vested benefit under Section II or III of this Article,
\npayable upon separation from service, an executive employee must meet the
\nfollowing requirements:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

Be a Regular Active or Flexible Service U.S. executive employee of the
\nCompany or GMIMCo or U.S. International Service Personnel executive employee as
\nof December 31, 2006 (appointments on or after January 1, 2007 are ineligible
\nfor benefits under Section II or III) or be a Regular Active or Flexible Service
\nU.S. executive employee of GMAC or U.S. International Service Personnel
\nexecutive employee of GMAC as of November 30, 2006 (appointments on or after
\nDecember 1, 2006 are ineligible for benefits under Section II or III); and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

Be a Regular Active or Flexible Service U.S. executive employee of GM or the
\nCorporation and its Related Companies or U.S. International Service Personnel
\nexecutive employee; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

Have at least 10 years of combined Part B Retirement Program credited
\nservice, Part C Retirement Program credited service and credited service accrued
\non and after January 1, 2007 as determined under the Retirement Program; and\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(4)<\/p>\n<\/td>\n

\n

Be at least 55 years old.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

To be eligible for a vested benefit under Section IV of this Article, payable
\nupon separation from service, an employee must meet the following requirements:\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

Be a Regular Active or Flexible Service U.S. executive employee of GM or the
\nCorporation or U.S. International Service Personnel executive employee on or
\nafter January 1, 2007 with a length of service date prior to January 1, 2001;
\nand<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

8<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article II, Section I. (c) (2) <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

Be a Regular Active or Flexible Service U.S. executive employee of GM or the
\nCorporation or U.S. International Service Personnel executive employee; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

Have at least 10 years of combined Part B Retirement Program credited service
\nand credited service accrued on and after January 1, 2007 as determined under
\nthe Retirement Program. In cases of GM executives who are transferred from a
\nforeign subsidiary on and after January 1, 2007, active service prior to the
\ndate of transfer as recognized under the Retirement Program is counted under the
\nPlan for eligibility and vesting, but not for benefit accrual; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(4)<\/p>\n<\/td>\n

\n

Be at least 55 years old.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

To be eligible for a vested benefit under Section V of this Article, payable
\nupon separation from service, an employee must meet the following requirements:\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

Be a Regular Active or Flexible Service U.S. executive employee of GM or the
\nCorporation or U.S. International Service Personnel executive employee on or
\nafter January 1, 2007 with a length of service date on or after January 1, 2001;
\nand<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

Be a Regular Active or Flexible Service U.S. executive employee of GM or the
\nCorporation or U.S. International Service Personnel executive employee; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

Have at least 10 years of combined Part C Retirement Program credited service
\nand credited service accrued on and after January 1, 2007 as determined under
\nthe RSP. In cases of GM executives who are transferred from a foreign subsidiary
\non and after January 1, 2007, active service prior to the date of transfer as
\nrecognized under the Retirement Program is counted under the Plan for
\neligibility and vesting, but not for benefit accrual; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(4)<\/p>\n<\/td>\n

\n

Be at least 55 years old.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

9<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article II, Section I. (e) <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

Eligible executives will be vested in any frozen SERP and\/or ERP benefits
\nunder this Article II upon their attainment of age 55 with a minimum of 10
\nyears153 credited service where credited service is defined as:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

A combination of Part B credited service (as defined in the Retirement
\nProgram) plus credited service in the Retirement Program on and after January 1,
\n2007, or a combination of Part C credited service (as defined in the Retirement
\nProgram) plus RSP credited service for service on and after January 1, 2007.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

General Motors Asset Management executives who on or after August 4, 2003 are
\ntransferred to GMAM or hired or promoted into executive status may be eligible
\nfor benefits under Section II, IV or V if they meet all eligibility
\nrequirements, but are not eligible for benefits under the frozen Alternative
\nSERP formula described in Section III.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

Nothing in this Article II, Section I (a) through (f) is intended to render
\n“ineligible” any Participant who was qualified, eligible to participate, and
\nreceiving benefits under the Plan as of July 10, 2009. Nothing in this Article
\nII, Section 1 is intended to render “eligible” any Participant who was not
\nqualified or eligible to participate in the Plan as of July 10, 2009.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

\n

Notwithstanding the above, to be eligible for a benefit under Section II or
\nIII of this Article (without regard to the benefit formulas of the Delphi plan),
\npayable upon separation from service, an executive employee of GM Global
\nSteering Holdings LLC or GM Components Holdings must:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

Be a Regular Active or Flexible Service U.S. executive employee of GM or U.S.
\nInternational Service Personnel executive employee of GM as of October 7, 2009;
\nand<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

Be a Regular Active or Flexible Service U.S. executive employee of Delphi or
\nGM (including their wholly owned subsidiaries), or U.S. International Service
\nPersonnel executive employee of Delphi or GM; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

Be employed by Delphi as of October 6, 2009 and been eligible to retain a
\nfrozen Delphi SERP benefit had the executive remained at Delphi; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

10<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article II, Section I. (h) (4) <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(4)<\/p>\n<\/td>\n

\n

Be a U.S. executive employee of Delphi as of December 31, 2006; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(5)<\/p>\n<\/td>\n

\n

Be vested at age 55 or older with at least 10 years of service (including
\nDelphi service) at the time service ends. In case of the sale of an operation,
\nservice shall end on the closing date of the sale of the operation at which an
\nexecutive works. In the case of the sale of an operation, eligibility is
\ndetermined on the date of the sale. Age, service, and accruals end on the
\nclosing date of the sale.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

11<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article II, Section II. DB ERP – <\/strong><\/p>\n

Calculation of Regular Formula SERP Benefits for Credited Service
\nAccrued Prior to January 1, 2007 <\/u><\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Regular Formula SERP benefits determined under this Section II as in effect
\nprior to January 1, 2007, shall be frozen as of December 31, 2006. The amount of
\nthe frozen Regular Formula SERP benefits shall be calculated using the following
\nfactors:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

Part B or Part C Retirement Program credited service accrued as of
\nDecember 31, 2006.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

Average monthly base salary for the highest 60 of the 120 months immediately
\npreceding January 1, 2007, as described in Article II, Section II (f).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

The sum of all frozen accrued monthly benefits determined under the
\nRetirement Program as of December 31, 2006, prior to reduction for the cost of
\nany survivor coverage.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(4)<\/p>\n<\/td>\n

\n

Two percent (2%) of the maximum monthly Primary Social Security benefit
\npayable in 2007 (regardless of actual receipt) multiplied by the executive153s
\nyears of Part A or Part C credited service, determined as of December 31, 2006,
\nunder the Retirement Program.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Regular Formula SERP benefits under this Article II, Section II shall be
\ndetermined for all executive employees on the active rolls as of December 31,
\n2006. Those appointed to executive positions on or after January 1, 2007 are
\nineligible for SERP benefits under this Section.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Executives must meet the eligibility and vesting requirements as set forth in
\nArticle II, Section I to be eligible for SERP benefits under this Article II,
\nSection II.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

12<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article II, Section II. (d) <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

The frozen monthly benefit determined under this Article II, Section II shall
\nbe an amount equal to two percent (2%) of average monthly base salary for the
\nhighest 60 of the 120 months immediately preceding January 1, 2007 (as described
\nin Article II, Section II (f) below), multiplied by the years of credited
\nservice, determined as of December 31, 2006, used to determine the frozen Part B
\nSupplementary benefit or the frozen benefit under the Account Balance Plan
\nfeature under Part C under the Retirement Program (hereinafter referred to as
\nthe “ABP”), less the sum of (1) all frozen accrued monthly benefits determined
\nunder the Retirement Program, prior to reduction for the cost of any survivor
\ncoverage, and BEP (if any), including the annuitized value of the frozen accrued
\nABP benefit (as described in Article II, Section II (g) below), (2) two percent
\n(2%) of the monthly maximum Primary Social Security benefit payable in 2007
\n(regardless of actual receipt) multiplied by the executive153s years of Part A or
\nPart C credited service, determined as of December 31, 2006, under the
\nRetirement Program, and (3) any benefits payable under certain other GM-provided
\nbenefit programs, such as Extended Disability Benefits.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

The “Special Benefit” provided under the GM Health Care Program is not taken
\ninto account in determining the amount of any monthly SERP benefit payable under
\nthis Article II, Section II.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

For purposes of this Article II, Section II, average monthly base salary
\nmeans the monthly average of base salary for the highest 60 of the 120 months
\nimmediately preceding January 1, 2007. For executives with less than 60 months
\nof base salary history prior to January 1, 2007, the executive153s starting
\nmonthly base salary will be imputed for the number of months less than 60.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

For purposes of determining the SERP benefits under this Article II, Section
\nII for executives with a length of service date on and after January 1, 2001 who
\nparticipate in the ABP, the frozen ABP amount accrued as of December 31, 2006
\nshall be converted to an annuity for the purpose of offsetting this amount from
\nthe target SERP using the following methodology:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

13<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article II, Section II. (g) (1) <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

First, credit the December 31, 2006 ABP account balance with interest credits
\nuntil Normal Retirement Age (age 65) using the ABP crediting rate in effect as
\nof December 31, 2006 to calculate a projected lump sum value at NRA.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

Second, convert the amount determined under (1) above to an annuity using the
\nRetirement Program mortality table and the same ABP crediting rate used in
\nArticle II, Section II (g) (1) above as the discount rate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

a)<\/p>\n<\/td>\n

\n

Both the mortality table and the crediting rate will be those that were in
\neffect under the Retirement Program as of December 31, 2006.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

Third, offset target frozen SERP with the annuitized amount determined under
\n(2) above.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

\n

For purposes of calculating the SERP benefits under this Article II, Section
\nII, the SERP benefit amounts will not be increased due to any election regarding
\ncommencement of Retirement Program benefits on a reduced for early receipt
\nbasis.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

The monthly Social Security offset amount used in paragraph (d) of this
\nSection shall be based upon the maximum 2007 monthly Primary Social Security
\nbenefit, regardless of the executive153s age as of January 1, 2007 or availability
\nto him\/her of a U. S. Social Security benefit. This Social Security offset
\namount shall not be changed for any subsequent Social Security increase.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(j)<\/p>\n<\/td>\n

\n

Any post-retirement increase under the Retirement Program does not reduce any
\nmonthly benefit payable under the Plan. For purposes of this subsection,
\nadjustments to the IRC Section 415 limits are not considered post-retirement
\nincreases.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

14<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article II, Section III. DB ERP – <\/strong><\/p>\n

Calculation of Alternative Formula SERP Benefits for Credited
\nService Accrued Prior to January 1, 2007 <\/u><\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Alternative Formula SERP benefits determined under this Article II, Section
\nIII as in effect prior to January 1, 2007, shall be frozen as of December 31,
\n2006. The amount of the frozen benefits shall be calculated using the following
\nfactors:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

Part B or Part C Retirement Program credited service accrued as of
\nDecember 31, 2006 (maximum 35 years).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

Average total direct compensation is the total of:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

a)<\/p>\n<\/td>\n

\n

Average monthly base salary for the highest 60 of the 120 months immediately
\npreceding January 1, 2007, as described in Article II, Section III (g) below,
\nplus<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

b)<\/p>\n<\/td>\n

\n

Average monthly incentive compensation determined by dividing the total of
\nthe highest five of the ten years of annual incentive awards received for the
\nperiod 1997 through 2006, as described in Article II, Section III (h) below, by
\n60.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

The sum of all frozen accrued monthly benefits determined under the
\nRetirement Program as of December 31, 2006, prior to reduction for the cost of
\nany survivor coverage.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(4)<\/p>\n<\/td>\n

\n

One hundred percent (100%) of the maximum monthly Primary Social Security
\nbenefit payable in 2007 (regardless of actual receipt).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Alternative Formula SERP benefits under this Article II, Section IIl shall be
\ndetermined for all executive employees on the active rolls as of December 31,
\n2006. Those appointed to executive positions on or after January 1, 2007 are
\nineligible for frozen Alternative Formula SERP benefits.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Executives must meet the eligibility and vesting requirements as set forth in
\nArticle II, Section I to be eligible for SERP benefits under this Article II,
\nSection III.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

15<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article II, Section III. (d) <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

The frozen monthly benefit determined under this Article II, Section IIl for
\nan eligible retiring executive shall be the greater of the monthly benefit, if
\nany, determined under either (1) the formula set forth in this Article II
\nSection IIl or (2) the formula described in Article II, Section II.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

The frozen monthly benefit determined under this Article II, Section III will
\nequal 1.5% of average total direct compensation (monthly base salary plus
\naverage monthly annual incentive compensation, as defined in Article II, Section
\nIII (g) and Article II, Section III (h) below), multiplied by the executive153s
\nyears of credited service (35-year maximum), determined as of December 31, 2006,
\nused to determine the frozen Part B Supplementary benefits or the frozen ABP
\nbenefits, less the sum of (1) all frozen accrued monthly benefits determined
\nunder the Retirement Program, prior to reduction for the cost of any survivor
\ncoverage, and BEP (if any), including the annuitized value of any frozen accrued
\nABP benefit, (as described in Article II, Section III (i) below), (2) 100% of
\nthe maximum monthly Primary Social Security benefit payable in 2007 (regardless
\nof executive153s age in January 2007 or availability to him\/her of a U.S. Social
\nSecurity benefit), and (3) any benefits payable under certain other GM-provided
\nprograms, such as Extended Disability.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

The “Special Benefit” provided under the GM Health Care Program is not taken
\ninto account in determining the amount of any monthly benefits payable under
\nthis Article II, Section III.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

For purposes of this Article II, Section III, average monthly base salary
\nmeans the monthly average of base salary for the highest 60 of the 120 months
\nimmediately preceding January 1, 2007. For executives with less than 60 months
\nof base salary history prior to January 1, 2007, the executive153s starting
\nmonthly base salary will be imputed for the number of months less than 60.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

16<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article II, Section III. (h) <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

\n

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

(i)<\/p>\n<\/td>\n

\n

For purposes of calculating the benefits under this Article II, Section III
\nfor executives with a length of service date on and after January 1, 2001 who
\nparticipate in the ABP, the frozen ABP account balance accrued as of
\nDecember 31, 2006 shall be converted to an annuity for the purpose of offsetting
\nthis amount from the frozen target Alternative Formula SERP using the following
\nmethodology:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

First, credit the December 31, 2006 ABP account balance with interest credits
\nuntil Normal Retirement Age (age 65) using the ABP crediting rate in effect as
\nof December 31, 2006 to calculate a projected lump sum value at NRA.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

17<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article II, Section III. (i) (2) <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

Second, convert the amount determined under (1) above to an annuity using the
\nRetirement Program mortality table and the same ABP crediting rate used in
\nArticle II, Section II (g) (1) as the discount rate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

a)<\/p>\n<\/td>\n

\n

Both the mortality table and the crediting rate will be those that were in
\neffect under the Retirement Program as of December 31, 2006.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

Third, offset frozen target Alternative Formula SERP with the amount
\ndetermined under (2) above.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(j)<\/p>\n<\/td>\n

\n

For purposes of calculating the SERP benefits under this Article II, Section
\nIII, the SERP benefit amounts will not be increased due to any election
\nregarding commencement of Retirement Program benefits on a reduced for early
\nreceipt basis.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(k)<\/p>\n<\/td>\n

\n

The monthly Social Security offset amount used in paragraph (e) of this
\nSection shall be based upon the maximum 2007 Primary Social Security benefit,
\nregardless of the executive153s age as of January 1, 2007 or availability to
\nhim\/her of a U. S. Social Security benefit. This Social Security offset amount
\nshall not be changed for any subsequent Social Security increase.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(l)<\/p>\n<\/td>\n

\n

Any post-retirement increase under the Retirement Program does not reduce any
\nmonthly frozen Alternative Formula benefit that may become payable. For purposes
\nof this subsection, adjustments to the IRC Section 415 limits are not considered
\npost-retirement increases.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(m)<\/p>\n<\/td>\n

\n

General Motors Asset Management executives who on or after August 4, 2003 are
\ntransferred to GMAM or hired or promoted into executive status are ineligible
\nfor benefits under this Article II, Section III.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

18<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article II, Section IV. DB ERP – <\/strong><\/p>\n

Calculation of 1.25% Career Average Pay Benefits for Credited
\nService Accrued on and after January 1, 2007 for Executives With a Length of
\nService date Prior to January 1, 2001 <\/u><\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Effective for service on and after January 1, 2007, ERP benefits under this
\nArticle II, Section IV for GM or Corporation Regular Active or Flexible Service
\nU.S. executives, or U. S. International Service Personnel executives, with a
\nlength of service date prior to January 1, 2001 will be calculated using a 1.25%
\nCareer Average Pay formula as set forth in this Article II, Section IV.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

To be eligible for a 1.25% Career Average Pay ERP Benefit, an executive
\nemployee must:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

Be a GM or Corporation Regular Active or Flexible Service U.S. executive, or
\nU.S. International Service Personnel executive, on and after January 1, 2007
\nwith a length of service date prior to January 1, 2001; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

Be at work for GM or the Corporation on or after January 1, 2007; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

Meet the eligibility and vesting requirements as set forth in Article II,
\nSection I.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Eligible executives will accrue benefits under this Article II, Section IV
\nwith respect to actual base salary and either Annual Incentive Plan or Short
\nTerm Incentive Plan final awards received while an executive for service on and
\nafter January 1, 2007 equal to 1.25% of the total of base salary plus either
\nAnnual Incentive Plan or Short Term Incentive Plan final awards received in
\nexcess of the compensation limit under IRC 401(a)(17) in effect for the
\nRetirement Program. As benefits are specified on a career average pay basis,
\nsubsequent base salary increases will not impact the value of previously accrued
\nbenefits.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

Annual Incentive Plan final awards shall include only those paid with respect
\nto performance periods commencing on and after January 1, 2007 and ending before
\n2010. Short Term Incentive Plan final awards shall include only those paid with
\nrespect to performance periods commencing on and after January 1, 2010.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

19<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article II, Section IV. (c) (2) <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

Pro-rata Annual Incentive Plan or Short Term Incentive Plan final awards
\nattributable to the year of retirement will not be used in the calculation of
\nbenefits under this Section.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

General Motors Asset Management executives who on or after August 4, 2003 are
\ntransferred to GMAM or hired or promoted into executive status are ineligible
\nfor 1.25% Career Average Pay ERP benefits calculated with respect to annual
\nincentive compensation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

20<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article II, Section V. DC ERP – <\/strong><\/p>\n

Calculation of 4% Defined Contribution Benefits for Credited
\nService Accrued on and after January 1, 2007 for Executives With a Length of
\nService Date on or After January 1, 2001 <\/u><\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Effective for service on and after January 1, 2007, ERP benefits under this
\nArticle II, Section V for GM and Corporation Regular Active or Flexible Service
\nU.S. executives, or U.S. International Service Personnel executives, with a
\nlength of service date on and after January 1, 2001 will be accumulated using a
\n4% defined contribution formula.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

To be eligible for the 4% defined contribution benefits under this Section,
\nan executive employee must:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

Be a GM or Corporation Regular Active or Flexible Service U.S. executive, or
\nU.S. International Service Personnel executive, with a length of service date on
\nor after January 1, 2001; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

Be at work for GM or the Corporation on or after January 1, 2007; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

Meet the eligibility and vesting requirements as set forth in Article II,
\nSection I.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Eligible executives with a length of service date on and after January 1,
\n2001 will accrue benefits under this Article II, Section V with respect to
\nactual base salary and either Annual Incentive Plan or Short Term Incentive Plan
\nfinal awards received while an executive for service on and after January 1,
\n2007 equal to 4% of the total of base salary plus either Annual Incentive Plan
\nor Short Term Incentive Plan final awards received in excess of the annual
\ncompensation limit under IRC 401(a)(17) in effect for the RSP. Once the total of
\nbase salary and either eligible Annual Incentive Plan or Short Term Incentive
\nPlan final awards received in any Plan Year exceed the compensation limit under
\nIRC 401(a)(17) in effect for the RSP for that year, notional contributions shall
\nbe allocated each pay period into an unfunded defined contribution account
\nmaintained for each eligible executive on a book reserve basis.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

21<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article II, Section V. (c) (1) <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

Annual Incentive Plan final awards shall include only those paid with respect
\nto performance periods commencing on and after January 1, 2007 and ending before
\n2010. Short Term Incentive Plan final awards shall include only those paid with
\nrespect to performance periods commencing on and after January 1, 2010.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

Pro-rata Annual Incentive Plan or Short Term Incentive Plan final awards
\nattributable to the year of retirement will not be used in the calculation of
\nbenefits under this Section.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

General Motors Asset Management executives who on or after August 4, 2003 are
\ntransferred to GMAM or hired or promoted into executive status are ineligible
\nfor the 4% benefits calculated with respect to annual incentive compensation.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

The individual amounts for each eligible Participant shall be allocated each
\npay period to an unfunded defined contribution account that will be credited
\nwith earnings based on investment options as selected by the Participant.
\nEffective July 15, 2011, the investment options shall be the same as provided
\nunder the RSP.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Also effective July 15, 2011, until such time a Participant makes an
\naffirmative investment option election, the Participant153s account will be
\ncredited with notional earnings based on the Pyramis Active Lifecycle commingled
\npools (previously, the Pyramis Strategic Balanced Commingled Pool).
\nSpecifically, Participants who do not have an investment election on file will
\nhave future notional contributions defaulted to one of twelve (12) Pyramis
\nActive Lifecycle pools with a target retirement date (specified in the pool153s
\nname) closest to the year that a Participant will attain the age of 65. In the
\nevent any of the funds are discontinued, absent an election by the Participant
\n(if any), the notional amounts in such funds and future contributions that were
\ndesignated for such funds will be transferred to the fund that such option is
\nmapped to by the RSP as determined by the Administrator.<\/p>\n<\/p>\n

22<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article II, Section VI. Payment of Benefits<\/u> <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Payment of benefits determined pursuant to Article II, Section II, III, IV or
\nV of the Plan, are payable in accordance with the provisions of Article II,
\nSection VI (c) below effective the first day of the month following the
\nemployee153s separation from service.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

In the event of disability, as defined under IRC Section 409A, payment of
\nbenefits will commence from the first day of the month following twelve months
\nof a Company approved disability leave of absence.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

Payment of benefits will commence not later than 90 days following separation
\nfrom service or termination of disability leave of absence.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

In the case where a separate legal entity (e.g. a wholly owned subsidiary) is
\nsold and an eligible employee remains employed with the entity, payment of
\nvested Plan benefits shall begin only when such employee terminates employment
\nfrom the sold entity.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(4)<\/p>\n<\/td>\n

\n

In the case where an eligible employee works for an operation that is not a
\nseparate legal entity (e.g., a plant), and such operation is sold and the
\nemployee remains employed at such operation, payment of vested Plan benefits
\nshall begin following the date of sale.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Prior to an eligible employee153s separation from service, at the discretion of
\nthe Plan Administrator, the payment of benefits under this Article II may be
\nreduced, in an amount up to $5,000 per year, as repayment of amounts that such
\neligible employee owes GM or any subsidiary, for any reason, including but not
\nlimited to benefit overpayments, wage overpayments, and amounts due under all
\nincentive compensation plans. Following an eligible employee153s separation from
\nservice, there shall be no limitation to the amount benefits may be reduced. The
\neligible employee will be relieved of liability in the amount of the reduction.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

23<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article II, Section VI. (c) <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Prior to payment, all vested Plan benefits, including any frozen SERP
\nbenefits, if applicable, will be converted to a five year monthly annuity form
\nof payment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

For retirements or death in service at or after age 60, the monthly value of
\nbenefits under the Plan shall be unreduced for early age receipt.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

For retirements commencing at age 55 to age 59 and 11 months, or death in
\nservice at or after age 55 and prior to age 60, the monthly value of any Plan
\nbenefits determined under Article II, Section IV, and any frozen SERP benefits
\ndetermined under Article II, Section II or III for executives with a length of
\nservice date prior to January 1, 2001, shall be reduced for early age receipt
\nprior to conversion to a five year monthly annuity form of payment. The defined
\ncontribution individual account plan benefits under Article II, Section V for
\nexecutives with a length of service date on or after January 1, 2001 will be
\nconverted to a five year monthly annuity form of payment without applying an
\nearly age reduction.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

24<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article II, Section VI. (c) (3) <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

In the event of disability as defined in Article II, Section VI
\n(a) (1) above, the monthly value of benefits under Article II of the Plan shall
\nbe unreduced for early age receipt and converted to a five year monthly annuity
\nusing the following methodology:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

a)<\/p>\n<\/td>\n

\n

First, offset the lifetime monthly annuity value of benefits under this
\nArticle II by the amount of any Extended Disability Benefits (EDB) payable to
\nage 65 to determine the amount of monthly ERP and frozen SERP payable to age 65,
\nif any.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

1)<\/p>\n<\/td>\n

\n

For this purpose, the conversion of any Article II, Section V ERP to a
\nlifetime monthly annuity will use the discount rate specified in Article II,
\nSection VI (c) (5) below in effect at the date of total and permanent disability
\nretirement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

b)<\/p>\n<\/td>\n

\n

Second, convert the monthly value of benefits determined in Article II,
\nSection VI (c) (3) a) above to a five year monthly annuity using age at
\neffective date of total and permanent disability retirement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

c)<\/p>\n<\/td>\n

\n

Third, convert the lifetime monthly annuity value of benefits under this
\nArticle II payable from age 65 to a five year annuity using age 65 as the
\neffective date of payment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

d)<\/p>\n<\/td>\n

\n

Fourth, add the five year annuity values calculated in Article II, Section VI
\n(c) (3) (b) plus Article II, Section VI (c) (3) (c) above to determine the total
\namount of the five year annuity payment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(4)<\/p>\n<\/td>\n

\n

Early receipt reduction factors will be identical to those used under the
\nterms of the Retirement Program.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

25<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article II, Section VI. (c) (5) <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(5)<\/p>\n<\/td>\n

\n

The conversion of the monthly value of any benefits determined under Article
\nII, Section II, III and IV (after applying any reduction for early age receipt)
\nto a five year annuity form of payment, shall be made using the July average of
\nthe 30-year U.S. Treasury Securities rate and the same mortality tables
\napplicable under the Retirement Program at date of separation from service. The
\ndiscount rate will be redetermined each year as the average of the 30-year U.S.
\nTreasury Securities rate for the month of July and be effective for retirements
\ncommencing October 1 following each redetermination through September 30 of the
\nsucceeding year. The defined contribution benefits under Article II, Section V
\nfor executives with a length of service date on or after January 1, 2001, will
\nnot use a mortality table for the conversion to a five year annuity form of
\npayment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(6)<\/p>\n<\/td>\n

\n

Should the executive die during the five year annuity payment period, the
\nremaining five year annuity payments will be converted to a one-time lump sum
\nand paid to a beneficiary named at date of retirement. If the executive is
\nmarried at date of retirement spousal consent will be required to name a
\nbeneficiary other than the spouse. If the primary beneficiary has predeceased
\nthe executive, any contingent beneficiaries designated for the executive153s Basic
\nGroup Life Insurance (as referred to herein, “Basic Group Life Insurance”
\nincludes any successor life insurance plan, including Group Variable Universal
\nLife) will receive the lump sum payment. If more than one person is named as the
\neligible beneficiary for the executive153s Basic Group Life Insurance at date of
\ndeath, the lump sum will be paid at the percentages designated for their
\nrespective interests as eligible beneficiaries of the executive153s Basic Group
\nLife Insurance. If their respective interests are not specified, their interests
\nshall be several and equal. If a non-living entity such as a trust is named as
\nbeneficiary, or the executive should have no living beneficiary, any remaining
\nfive year annuity payments will be converted to a one-time lump sum for final
\npayment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

26<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article II, Section VI. (c) (7) <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(7)<\/p>\n<\/td>\n

\n

Should an executive who is vested pursuant to the provisions of Article II,
\nSection I die during active service with GM, any five year annuity benefits
\npayable under Article II, Section VI (c) (1) and Article II, Section VI
\n(c) (2) will be converted to a one-time lump sum and paid to the executive153s
\nsurviving spouse. If the executive is not married at date of death, the person
\ndesignated as primary beneficiary for the executive153s Basic Life Insurance will
\nreceive the lump sum payment. If the primary beneficiary has predeceased the
\nexecutive any contingent beneficiaries designated for the executive153s Basic
\nGroup Life Insurance will receive the lump sum payment. If more than one person
\nis named as the eligible beneficiary for the executive153s Basic Group Life
\nInsurance at date of death, the lump sum will be paid at the percentages
\ndesignated for their respective interests as eligible beneficiaries of the
\nexecutive153s Basic Group Life Insurance. If their respective interests are not
\nspecified, their interests shall be several and equal. If a non-living entity
\nsuch as a trust is named as beneficiary, or the executive should have no living
\nbeneficiary, the five year annuity payments will be converted to a lump sum for
\nfinal payment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(8)<\/p>\n<\/td>\n

\n

The obligation to provide benefits under this Article II shall cease at the
\nend of the five year annuity period or upon payment of a present value lump sum
\nto multiple named beneficiaries, a trust or to the executive153s estate as
\ndescribed in Article II, Section VI (c) (6) and Article II, Section VI (c) (7)
\nabove.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

27<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article II, Section VI. (c) (9) <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(9)<\/p>\n<\/td>\n

\n

The Plan benefits under this Article II for active executives who were age 62
\nand above as of December 31, 2004 with a minimum of 10 years Part B or Part C
\ncredited service under the Retirement Program are grandfathered for benefit
\namounts accrued and vested through December 31, 2004, in accordance with IRC
\nSection 409A, under the terms of the Plan in effect prior to January 1, 2007.
\nBenefit amounts accrued and vested after December 31, 2004 for such
\ngrandfathered executives are payable only as a lifetime monthly annuity. Such
\ngrandfathered executives are not eligible for the five year annuity form of
\npayment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

28<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article III. DC ERP : Excess Benefits<\/u> <\/strong><\/p>\n

(Formerly Known as the Benefit Equalization Plan (BEP)) <\/strong>\n<\/p>\n

Article III, Section I. Eligibility and Vesting<\/u> <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Eligibility to participate in this Article III shall be limited solely to
\nthose active executive level or separated executive level employees, or the
\ndesignated beneficiaries of such active executive level or separated executive
\nlevel employees, whose aggregate contributions and benefits under the RSP are in
\nexcess of the maximum limitations on compensation, contributions and benefits
\nimposed by Sections 401(a)(17) and\/or 415 of the Code.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

For purposes of this Article III, the terms “designated beneficiary” or
\n“designated beneficiaries” shall include surviving spouses and contingent
\nbeneficiaries.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Eligible executives are immediately vested in any benefits accrued under
\nArticle III, Section II (a) prior to January 1, 2007.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Eligible executives become vested in any benefits accrued on and after
\nJanuary 1, 2007 under Article III Section II (a) upon their attainment of age 55
\nwith a minimum of 10 years153 credited service. For this purpose, credited service
\nis as defined in the RSP.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

29<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article III, Section II. Amount of Benefits<\/u><\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

An executive level employee who is eligible to participate in this Article
\nIII, or the designated beneficiary of such a deceased executive level employee
\nwho was eligible to participate in this Article III, shall be eligible to
\nreceive the value of the assets that would have been purchased with, if any, GM
\nRSP matching contribution amounts, plus related earnings on such assets, set
\nforth in Article III, Section II (b) below, but for the maximum benefit
\nlimitations imposed under Section 415(c) of the Code and maximum compensation
\nlimits imposed under Section 401(a)(17) of the Code. The portion of the Plan
\nthat provides benefits in the event the maximum compensation limits under
\nSection 401(a)(17) of the Code apply is an unfunded plan for the purpose of
\nproviding deferred compensation for a select group of management or highly
\ncompensated employees. The value of assets described in this Article III,
\nSection II (a) shall be separately accounted for each employee or designated
\nbeneficiary.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

30<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article III, Section II. (b) <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The individual notional amounts for each eligible Participant shall be
\nallocated each pay period to an unfunded defined contribution account that will
\nbe credited with earnings based on investment options as selected by the
\nParticipant. Effective July 15, 2011, the investment options shall be the same
\nas provided under the RSP.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Also effective July 15, 2011, until such time a Participant makes an
\naffirmative investment option election, the Participant153s account will be
\ncredited with notional earnings based on the Pyramis Active Lifecycle commingled
\npools (previously, the Pyramis Strategic Balanced Commingled Pool).
\nSpecifically, Participants who do not have an investment election on file will
\nhave future notional contributions defaulted to one of twelve (12) Pyramis
\nActive Lifecycle pools with a target retirement date (specified in the pool153s
\nname) closest to the year that a Participant will attain the age of 65. In the
\nevent any of the funds are discontinued, absent an election by the Participant
\n(if any), the notional amounts in such funds and future contributions that were
\ndesignated for such funds will be transferred to the fund that such option is
\nmapped to by the RSP as determined by the Administrator.<\/p>\n<\/p>\n

31<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article III, Section III. Payment of Benefits<\/u> <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

For account balance notional amounts accrued and vested on or before
\nDecember 31, 2004, the amount determined pursuant to Article III, Section II
\n(a) for separations prior to January 1, 2007, shall be payable to the
\nParticipant in a lump-sum amount on the earlier of the Participant153s request or
\nas soon as practicable following such Participant153s total distribution of their
\nRSP account. Such distributions will be based on the market value on the
\nBusiness Day on which the request is received or the day in which the
\nParticipant153s RSP account is totally distributed, as confirmed by the GM
\nBenefits & Services Center provided that the request is received or the RSP
\naccount is totally distributed before the close of business of the New York
\nStock Exchange (NYSE), normally 4:00 p.m. (EST). A withdrawal request received
\nand confirmed by the GM Benefits & Services Center after the close of
\nbusiness of the NYSE, or on a weekend or holiday observed by the NYSE, will be
\nbased on the market value on the next Business Day.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

For separations on and after January 1, 2007, payment of vested plan
\nbenefits, in the amount determined pursuant to Article III, Section II (a) will
\nbe converted to a five year monthly annuity form of payment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

Conversion of the account value at date of separation to a five year annuity
\nwill use the same discount rate applicable under Article II, Section VI (c) (5)
\nat date of separation from service.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

If the separated executive is eligible for payment of ERP benefits under
\nArticle II, payable as a five year annuity, payment of benefits as a five year
\nannuity under this Article III will be combined with and paid coincident with
\nERP payments under Article II.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

32<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article III, Section III. (c) <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Prior to an eligible Participant153s separation from service, at the discretion
\nof the Plan Administrator, the payment of benefits under Article III, Section
\nIII (a), and (b) above may be reduced in an amount up to $5,000 per year as
\nrepayment of amounts that a Participant owes GM or any subsidiary, for any
\nreason, including benefit overpayments, wage overpayments, and amounts due under
\nall incentive compensation plans. Following an eligible Participant153s separation
\nfrom service, there shall be no limitation to the amount benefits may be
\nreduced. The Participant will be relieved of liability in the amount of the
\nreduction.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

33<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article IV. DC ERP : Discretionary Awards<\/u> <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Company, by and through the Executive Compensation Committee of the
\nGeneral Motors Company Board of Directors or its delegate, may, from
\ntime-to-time in its sole discretion, grant individual awards to selected
\nexecutives under the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

The terms of an award granted under this Article IV shall be set forth in the
\naward agreement delivered to such executive or group of executives.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

Conditions related to the award must comply with IRC 409A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Amounts of awards granted under this Article IV shall be separately accounted
\nfor in an unfunded individual defined contribution account for the benefit of
\neach Participant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Upon separation from service, if the Participant is otherwise eligible for
\nERP (other than the ten year service requirement), the account balance amount of
\nthe vested award will be converted to a five-year monthly annuity form of
\npayment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

Conversion of the account balance amount of the vested award at date of
\nseparation to a five year annuity will use the same discount rate applicable
\nunder Article II, Section VI (c) (5) at date of separation from service.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

If the separated Participant is eligible for payment of any ERP benefits
\nunder Article II or Article III, payable as a five year annuity, payment of any
\nvested Discretionary Award as a five-year annuity will be combined with and paid
\ncoincident with ERP payments under Article II or Article III.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

Prior to an eligible Participant153s separation from service, at the discretion
\nof the Plan Administrator, the payment of any award under Article IV may be
\nreduced in an amount up to $5,000 per year as repayment of amounts that a
\nParticipant owes GM or any subsidiary, for any reason, including benefit
\noverpayments, wage overpayments, and amounts due under all incentive
\ncompensation plans. Following an eligible Participant153s separation from service,
\nthere shall be no limitation to the amount any award under Article IV may be
\nreduced. The Participant will be relieved of liability in the amount of the
\nreduction.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

34<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article IV. (c) (4) <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(4)<\/p>\n<\/td>\n

\n

Any unvested Award shall be forfeited upon separation from service.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(5)<\/p>\n<\/td>\n

\n

Should the Participant die during the five year annuity payment period, the
\nremaining five year annuity payments will be converted to a one-time lump sum
\nand paid to the Participant153s designated beneficiary. If the Participant is
\nmarried at date of separation from service, spousal consent will be required to
\nname a beneficiary other than the spouse. If an entity (such as a trust or
\ncharitable organization) is named as beneficiary, or the Participant should have
\nno living beneficiary, any remaining five year annuity payments will be
\nconverted to a one-time lump sum for final payment to such entity or to the
\nParticipant153s estate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(6)<\/p>\n<\/td>\n

\n

Should a Participant who is vested pursuant to Article IV (c) die during
\nactive service with GM, any five year annuity benefits payable under this
\nArticle IV will be converted to a one-time lump sum and paid to the
\nParticipant153s surviving spouse or other designated beneficiary. If an entity
\n(such as a trust or charitable organization) is named as beneficiary, or the
\nParticipant should have no living beneficiary, the five year annuity payments
\nwill be converted to a lump sum for final payment to such entity or to the
\nParticipant153s estate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

35<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article V. Other Matters<\/u> <\/strong><\/p>\n

Article V, Section I. Amendment, Modification, Suspension, or
\nTermination by Company<\/u> <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Company reserves the right, by and through the Executive Compensation
\nCommittee of the General Motors Company Board of Directors or its delegate, to
\namend, modify, suspend, or terminate the Plan in whole or in part, at any time.
\nNo oral statements can change the terms of the Plan. The Plan can only be
\namended, in writing, by the Board of Directors, the Executive Compensation
\nCommittee, or an appropriate individual or committee as designated by the Board
\nof Directors or Executive Compensation Committee. The Company shall not
\nterminate the Plan if such termination would result in tax and penalties under
\nSection 409A of the Code, unless the Company acknowledges in writing that one of
\nthe results of a termination will be tax and penalties under the Code. Absent an
\nexpress delegation of authority from the Board of Directors or the Executive
\nCompensation Committee, no one has the authority to commit the Company to any
\nbenefit or benefits provision not provided for under the Plan or to change the
\neligibility criteria or other provisions of the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The Company may, from time-to-time and in its sole discretion, adopt limited
\nearly retirement provisions to provide retirements (i) during a specified period
\nof time, (ii) at a specified level of benefits, and (iii) for identified
\nexecutive employees. Any such early retirement provisions relating to the Plan
\nthat may be adopted by the Company are made a part of the Plan as though set out
\nfully herein.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

The Company may, from time-to-time and in its sole discretion, adjust the
\namount of an executive153s credited service used to determine the benefits under
\nthe Plan, or the amount of benefits payable to an executive under the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

36<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article V, Section II.<\/u> Special Rules <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Notwithstanding any provision of the Plan, no elections, modifications or
\ndistributions will be allowed or implemented if they would cause an otherwise
\neligible Participant to be subject to tax (including interest and penalties)
\nunder Section 409A of the Code, unless the Committee specifies in writing that
\nsuch elections, modifications or distributions shall be made notwithstanding the
\nimpact of such tax (e.g. court order, adverse business conditions).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Specified employees, as defined by IRC 409A, will have a six month waiting
\nperiod (or, if earlier, the date of death) before commencement of payment of any
\nPlan benefits payable on account of a separation from service. During the six
\nmonth waiting period, all amounts payable under the Plan will accumulate without
\ninterest and be paid effective with the seventh monthly payment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

If at the time of separation from service the present value of all benefits
\nunder the Plan is less than the dollar limit under Section 402(g) of the Code as
\nadjusted by the Secretary of the Treasury ($16,500 for 2010) such amount shall
\nbe paid in a lump sum within 90 days of such separation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Notwithstanding the provisions of the Plan to the contrary, under the
\nprovisions of Treasury Regulation Section 1.409A-3(j) benefits may be paid prior
\nto the applicable payment date in the following events:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

Pursuant to the terms of a Qualified Domestic Relations Order, as defined in
\nSection 414(p) of the Code;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

To comply with an ethics agreement with the federal government, or to avoid a
\nviolation any domestic or foreign ethics law or conflicts law;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

To satisfy any Federal Insurance Contributions Act (FICA) tax obligations;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(4)<\/p>\n<\/td>\n

\n

To pay the Participant an amount required to be included in income due to a
\nfailure of the Plan to comply with Section 409A of the Code;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(5)<\/p>\n<\/td>\n

\n

Upon termination of the Plan;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(6)<\/p>\n<\/td>\n

\n

To pay state, local or foreign taxes arising from participation in the Plan;
\nand<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

37<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article V, Section II. (d) (7) <\/u><\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(7)<\/p>\n<\/td>\n

\n

To settle a bona fide dispute as to a Participant153s right to a Plan
\ndistribution.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

Effective May 1, 2009 monthly benefits payable under Article II, Section VI
\nshall be reduced by 10% on a temporary basis;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

For Participants receiving lifetime monthly annuity benefits, including those
\nretired prior to January 1, 2007 and grandfathered executives referred to in
\nArticle II Section VI (c) (9), the 10% reduction shall be applied to the amount
\nof monthly benefits in pay status as of April 2009.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

For Participants receiving five year monthly annuity benefits under this
\nsubsection (e), 10% of the life annuity value prior to its conversion to a five
\nyear annuity will be subtracted from the five year annuity that would otherwise
\nbe payable.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

Effective June 1, 2009 the amount of monthly benefits payable is limited to
\n$8,000, on a temporary basis.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

For Participants receiving lifetime monthly annuity benefits, the $8,000
\nmonthly limit is applied to the amount of monthly benefits payable after
\nimposition of the 10% reduction referred to in subsection (f).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

For Participants receiving five year monthly annuity benefits, first reduce
\nthe life annuity prior to conversion to a five year annuity by 10% as referred
\nto in Article V, Section II, (e) (2). Next, if the remaining life annuity
\nexceeds $8,000 per month, further reduce the five year annuity that would be
\notherwise payable by the difference between the 10% reduced life annuity and
\n$8,000.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

38<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article V, Section II. (g) <\/u><\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

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

(1)<\/p>\n<\/td>\n

\n

For the purpose of determining the $100,000 threshold for Participants
\nreceiving monthly life annuity benefits, such determination shall be made after
\nthe reduction of the monthly benefit for the cost of any survivor option.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

For the purpose of determining the $100,000 threshold convert any five year
\nannuity form of payment to a life annuity. After application of any reduction
\ndescribed in Article V Section II (g) above, convert the remaining life annuity
\nback to a five year annuity for continued payment using the same five year
\nannuity conversion factors as applied at original benefit commencement date.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

\n

In the event of a sale of assets under Section 363 the Bankruptcy Code and
\nthe assumption of the Plan by General Motors LLC as of the date of such sale,
\nthe monthly benefits accrued by active executive employees under Article II,
\nSections II, III and IV shall be frozen and reduced by 10%. Future benefit
\naccruals for executive employees following the date of sale shall be determined
\nunder Article II, Sections IV and V.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notwithstanding the above, other than suspension or forfeiture as
\nset forth in Article I, Section IV (b) with respect to any benefits that are
\nvested or in payment pursuant to the terms of the Plan, the prior Benefit
\nEqualization Plan or the prior Supplemental Executive Retirement Program (SERP),
\nno amendment, modification, suspension, or termination may reduce the vested
\nrights or benefits of Participants under the Plan, including benefits being
\nprovided to current executive retirees or their surviving spouse, without the
\nParticipant153s, retiree153s, or surviving spouse153s written permission, unless such
\namendment, modification, suspension or termination is required by law.
\n<\/em><\/strong><\/p>\n<\/p>\n

39<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article V, Section III. Claim Denial Procedures<\/u> <\/strong><\/p>\n

This sets forth the mandatory, exclusive appeal procedure. The Plan
\nAdministrator will provide adequate notice, in writing, to any Participant or
\nbeneficiary whose claim for benefits under the Plan has been denied, setting
\nforth the specific reasons for such denial. The Participant or beneficiary will
\nbe given an opportunity for a full and fair review of a decision by the Plan
\nAdministrator denying a claim for benefits. An appeal may be filed with the
\nExecutive Compensation Committee of the Board of Directors, which has been
\ndelegated final discretionary authority to construe, interpret, apply, and
\nadminister the Plan. Such appeal to the Executive Compensation Committee must be
\nfiled, in writing, within 60 days from the date of the written decision from the
\nPlan Administrator denying the claim for benefits. Such an appeal may be
\ninitiated by forwarding the request to General Motors LLC, 300 Renaissance
\nCenter, Mail Code 482-C32-C61, P.O. Box 300, Detroit, Michigan 48265-3000. As a
\npart of this review, the Participant or beneficiary must submit any written
\ncomments that may support their position. The Executive Compensation Committee
\nshall be the final review authority with respect to appeals, and its decision
\nshall be final and binding upon the Company and the participant or beneficiary.\n<\/p>\n

Article V, Section IV. Service of Legal Process<\/u> <\/strong><\/p>\n

Service of legal process on General Motors LLC may be made at any office of
\nthe CT Corporation. The CT Corporation, which maintains offices in 50 states, is
\nthe statutory agent for services of legal process on General Motors LLC. The
\nprocedure for making such service generally is known to practicing attorneys.
\nServices of legal process also may be made upon General Motors LLC,
\n400 Renaissance Center, Mail Code 482-038-210, Detroit, Michigan 48265-4000.\n<\/p>\n<\/p>\n

40<\/p>\n<\/p>\n

\n

GENERAL MOTORS <\/strong><\/p>\n

EXECUTIVE RETIREMENT PLAN <\/strong><\/p>\n<\/p>\n

Article V, Section V. Named Fiduciary <\/u> <\/strong><\/p>\n

The Executive Compensation Committee of the General Motors Company Board of
\nDirectors shall be the Named Fiduciary with respect to the Plan. The Executive
\nCompensation Committee may delegate authority to carry out such of its
\nresponsibilities, as it deems proper, to the extent permitted by ERISA.<\/p>\n

Article V, Section VI. Non-Assignability<\/u> <\/strong><\/p>\n

It is a condition of the Plan, and all rights of each Participant shall be
\nsubject thereto, that to the full extent permissible by law no right or interest
\nof any Participant in the Plan or in his or her account shall be assignable or
\ntransferable, in whole or in part, either directly or by operation of law or
\notherwise, including, but not by way of limitation, execution, levy,
\ngarnishment, attachment, pledge, bankruptcy, or in any other manner, and further
\nexcluding devolution by death or mental incompetence. No right or interest of
\nany Participant in the Plan or in their account shall be liable for, or subject
\nto, any obligation or liability of such Participant except as provided in
\nArticle II, Section VI (b).<\/p>\n<\/p>\n

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