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(a)	GMNA vehicle sales primarily represent sales to the end customer. GME, GMIO and GMSA vehicle sales primarily represent estimated sales to the end customer. In countries where end customer data is not readily available other data sources, such as wholesale or forecast volumes, are used to estimate vehicle sales.

(b)	Certain fleet sales that are accounted for as operating leases are included in vehicle sales at the time of delivery to the daily rental car companies.

(c)	Vehicle sales data may include rounding differences.

(d)	Includes HUMMER, Saab, Saturn and Pontiac vehicle sales data.

(e)	Includes the vehicle sales for following joint ventures.

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(a)	Increase in GMIO employees in the year ended December 31, 2012 includes an increase of 4,000 employees due to the acquisition of HKJV. Refer to Note 4 to our consolidated financial statements for detail regarding the acquisition.

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(a)	Retiring effective July 15, 2013.

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•	investments in our product portfolio;

•	a revised brand strategy;

•	significant management changes;

•	reducing material, development and production costs; and

•	further leveraging synergies from the alliance between us and Peugeot S.A. (PSA).

•	The ability to close the acquisition of certain Ally Financial international operations and integrate those operations into its business successfully;

•	The availability of borrowings under its credit facilities to finance its loan and lease origination activities pending securitization;

•	Its ability to transfer loan receivables to securitization trusts and sell securities in the asset-backed securities market to

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•	The performance of loans in its portfolio, which could be materially affected by delinquencies, defaults or prepayments;

•	Its ability to effectively manage risks relating to sub-prime automobile receivables;

•	Wholesale auction values of used vehicles;

•	Higher than expected vehicle return rates on vehicles GM Financial leases; and

•	Fluctuations in interest rates.

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•	Economic downturns in foreign countries or geographic regions where we have significant operations, such as China;

•	Economic tensions between governments and changes in international trade and investment policies, including imposing restrictions on the repatriation of dividends, especially between the U.S. and China;

•	Foreign regulations restricting our ability to sell our products in those countries;

•	Differing local product preferences and product requirements, including fuel economy, vehicle emissions, and safety;

•	Differing labor regulations and union relationships;

•	Consequences from changes in tax laws;

•	Difficulties in obtaining financing in foreign countries for local operations; and

•	Political and economic instability, natural calamities, war, and terrorism.

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(a)	The awards under the 2009 Long-Term Incentive Plan as amended November 21, 2012 and Salary Stock Plan as amended November 21, 2012 are restricted stock units (RSUs). The RSUs do not have an exercise price and in limited situations certain executives could settle their awards in cash due to tax considerations of certain countries.

(b)	Excludes securities reflected in the first column, “Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights.”

(c)	At December 31, 2012 all of our equity compensation plans were approved by security holders.

(a)	Represents a purchase of shares of common stock from the UST at a total cost of $5.5 billion, of which $0.4 billion was recorded as a charge to Other automotive expenses, net. The shares purchased were retired. Refer to Note 24 to our consolidated financial statements for additional details on the purchase of stock from UST.

(b)

Represents shares of common stock delivered by employees or directors back to us for the payment of taxes resulting from issuance of common stock upon the vesting of RSUs and Restricted Stock Awards relating to compensation plans and shares of common stock retained by us for the payment of exercise price upon the exercise of warrants. Refer to Note 26 to our consolidated financial statements for additional details on employee stock incentive plans and Note 24 to our consolidated financial statements for additional details on warrants issued.

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(a)	GM Financial was consolidated effective October 1, 2010.

(b)

In the period January 1, 2009 through July 9, 2009 Old GM recorded Reorganization gains, net of $128.2 billion directly associated with filing of certain of its direct and indirect subsidiaries voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York, the 363 Sale of Old GM and certain of its direct and indirect subsidiaries and the application of fresh-start reporting.

(c)	In the year ended December 31, 2012 we recorded Goodwill impairment charges of $27.1 billion, the reversal of deferred tax valuation allowances of $36.3 billion in the U.S. and Canada, pension settlement charges of $2.7 billion and GME long-lived asset impairment charges of $5.5 billion.

(d)	In the years ended December 31, 2012 and 2011 we used the two-class method for calculating earnings per share as the Series B Preferred Stock is a participating security due to the applicable market value of our common stock being below $33.00 per common share. Refer to Note 25 to our consolidated financial statements for additional detail.

(e)	In December 2008 Old GM entered into the UST loan agreement, as amended (UST Loan Agreement), pursuant to which the UST agreed to provide a $13.4 billion borrowing facility.

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(f)	In December 2010 GM Korea terminated its $1.2 billion credit facility following the repayment of the remaining $1.0 billion under the facility.

(g)	In December 2010 we purchased 84 million shares of our Series A Preferred Stock from the UST for $2.1 billion.

(h)	Series B Preferred Stock was issued in a public offering in November and December 2010.

(i)	Series A Preferred Stock was reclassified from temporary equity to permanent equity in the year ended December 31, 2010.

(j)	In December 2012 we purchased 200 million shares of our common stock for a total of $5.5 billion, which directly reduced shareholder's equity by $5.1 billion and we recorded a charge to earnings of $0.4 billion.

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•	GMNA has sales, manufacturing and distribution operations in the U.S., Canada and Mexico and sales and distribution operations in Central America and the Caribbean. GMNA represented 32.5% of our vehicle sales volume in 2012 and we had the largest market share in this market at 16.9%.

•

GME has sales, manufacturing and distribution operations across Western and Central Europe. GME's vehicle sales volume, which in addition to Western and Central Europe, includes Eastern Europe (including Russia and the other members of the Commonwealth of Independent States among others) represented 17.3% of our vehicle sales volume in 2012. In 2012 we estimated we had the number four market share in this market at 8.5%. GMIO distributes Chevrolet brand vehicles which, when sold in Europe, are included in GME vehicle sales volume and market share data.

•

GMIO has sales, manufacturing and distribution operations in Asia-Pacific, Eastern Europe (including Russia and the other members of the Commonwealth of Independent States among others), Africa and the Middle East. GMIO's vehicle sales volume, which includes Asia-Pacific, Africa and the Middle East is our largest segment by vehicle sales volume. GMIO represented 38.9% of our global vehicle sales volume including sales through our joint ventures in 2012. In 2012 we had approximately 14.6% market share in China as compared to 13.6% in 2011. In 2012 GMIO derived 78.4% of its vehicle sales volume from China. GMIO records the financial results of Chevrolet brand vehicles that it distributes and sells in Europe.

•

GMSA has sales, manufacturing, distribution and financing operations in Brazil, Argentina, Colombia, Ecuador and Venezuela as well as sales and distribution operations in Bolivia, Chile, Paraguay, Peru and Uruguay. GMSA represented 11.3% of our vehicle sales volume in 2012. In 2012 we estimated we had the number two market share for this market at 18.0% and the number three market share in Brazil. In 2012 GMSA derived 61.4% of its vehicle sales volume from Brazil.

•	Deliver a product portfolio of the world’s best vehicles, allowing us to maximize sales under any market conditions;

•	Sell our vehicles globally by targeting developed markets, which are projected to have increases in vehicle demand as the global economy recovers, and further strengthening our position in high growth emerging markets;

•	Improve revenue realization and maintain a competitive cost structure to allow us to remain profitable at lower industry volumes and across the lifecycle of our product portfolio;

•	Maintain a strong balance sheet by reducing financial leverage given the high operating leverage of our business model; and

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•	Ensure that our dealers and customers have consistently available, transparent and competitive financing options through GM Financial and other providers.

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(a)	Including vehicles exported to markets outside of China.

(b)	Market share for China market.

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•	Lump-sum payments of CAD $3,000 to certain CAW employees were made in October 2012 and additional lump-sum payments of CAD $2,000 will be paid annually in December of 2013, 2014, and 2015. The lump-sum payments will be amortized over the four year agreement.

•

Hourly employees who retire on or after January 1, 2013 will be offered a new lump-sum distribution option at retirement in the defined benefit pension plan and new hires will be covered by a hybrid defined benefit/defined contribution pension plan. The lump-sum payment option had an insignificant effect on the defined benefit pension plan and has been recognized in the year-end plan remeasurement for 2012.

•	Due to the expected closure of the Oshawa Consolidated Plant in June 2014, impacted employees will be eligible for a

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•	During the life of the agreement and subject to market conditions and demand, we plan to make total manufacturing program investments of $0.7 billion.

•	Lump-sum payments totaling $0.4 billion to eligible U.S. hourly employees in 2011 through 2014. The lump-sum payments are being amortized over the four year agreement period.

•	Termination in 2012 of a cash balance pension plan for entry level employees. Participants in this plan and all employees hired on or after October 1, 2007 participate in a defined contribution plan.

•

A plan which provides legal services to U.S. hourly employees and retirees will be terminated on December 31, 2013. In September 2011 we remeasured this plan resulting in a decrease of $0.3 billion in the other postretirement benefits (OPEB) liability and a corresponding pre-tax increase in the prior service credit component of Accumulated other comprehensive income, which will be amortized through December 31, 2013.

•	The profit sharing plan formula is based on GMNA earnings before interest and taxes (EBIT)-adjusted and was effective beginning with the 2011 plan year. The profit sharing payment is capped at $12,000 per employee per year.

•	Cash severance incentive programs which were completed in March 2012. A total of 1,400 skilled trades employees participated in the program at a total cost of $0.1 billion. Substantially all of the program cost was recorded in the three months ended March 31, 2012.

•	During the four year agreement period we plan to make additional manufacturing investments of more than $2.0 billion to create or retain more than 6,300 UAW jobs.

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(a)	Our automotive operations interest and income taxes are recorded centrally in Corporate; therefore, there are no reconciling items for our automotive operating segments between EBIT-adjusted and Net income attributable to stockholders.

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(a)	Represents cash on hand at acquisition for GM Financial in the year ended December 31, 2010.

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(a)	GM Financial has not borrowed under the three-year $5.5 billion facility but has the ability to borrow up to $4.0 billion.

(b)	Consists of credit facilities available at our foreign subsidiaries that are not individually significant.

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(a)	In May 2013 when the revolving period ends, and if the facility is not renewed, the outstanding balance will be repaid over time based on the amortization of the receivables pledged until February 2020 when the remaining balance will be due and payable.

(b)

In July 2013 when the revolving period ends, and if the facility is not renewed, the outstanding balance will be repaid over time based on the amortization of the leasing related assets pledged until January 2019 when any remaining balance will be due and payable. The facility amount represents CAD $800 million and CAD $600 million at December 31, 2012 and 2011, and the advances outstanding amount represents CAD $353 million and CAD $185 million at December 31, 2012 and 2011.

(c)	In January 2013 GM Financial extended the maturity date of this facility to May 2014. In May 2014 when the revolving period ends, and if the facility is not renewed, the outstanding balance will be repaid over time based on the amortization of the leasing related assets pledged until November 2019 when any remaining amount outstanding will be due and payable.

(d)	In October 2012 this facility was paid in full and subsequently terminated.

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(a)	Benefits for most U.S. pension plans and certain non-U.S. pension plans are paid out of plan assets rather than our Cash and cash equivalents.

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(a)	Projected future payments on lines of credit were based on amounts drawn at December 31, 2012.

(b)	GM Financial credit facilities and securitization notes payable have been classified based on expected payoff date. Senior notes principal amounts have been classified based on maturity date.

(c)	Amounts include Automotive interest payments based on contractual terms and current interest rates on our debt and capital lease obligations. Automotive interest payments based on variable interest rates were determined using the interest rate in effect at December 31, 2012.

(d)

GM Financial interest payments are calculated based on London Interbank Offered Rate or Canadian Dealer Offered Rate plus the respective credit spreads and specified fees associated with the Canada lease warehouse facility, the coupon rate for the senior notes and a fixed rate of interest for securitization notes payable. GM Financial interest payments on the floating rate tranches of the securitization notes payable were converted to a fixed rate based on the floating rate plus any expected hedge payments.

(e)	Amounts include other postretirement benefit payments under the current U.S. contractual labor agreements through 2015 and Canada labor agreements through 2016. Amounts do not include pension funding obligations, which are discussed below under the caption “Pension Funding Requirements.”

(f)	Amounts include operating lease obligations for both Automotive and Automotive Financing. Automotive is included net of sublease income.

(g)	Future payments in local currency amounts were translated into U.S. Dollars using the balance sheet spot rate at December 31, 2012.

(h)	Amounts do not include future cash payments for long-term purchase obligations and other accrued expenditures (unless specifically listed in the table above) which were recorded in Accounts payable or Accrued liabilities at December 31, 2012.

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(i)	Amounts exclude the future annual contingent obligations of Euro 265 million in the years 2013 to 2014 related to our Opel/Vauxhall restructuring plan. Refer to Note 20 to our consolidated financial statements for further detail.

(j)

Amount includes all expected future payments for both current and expected future service at December 31, 2012 for other postretirement benefit obligations for salaried employees and hourly other postretirement benefit obligations extending beyond the current North American union contract agreements. Amounts do not include pension funding obligations, which are discussed below under the caption “Pension Funding Requirements.”

(a)	Does not include the $677 million charge related to the purchase of 84 million shares of Series A Preferred Stock from the UST in the year

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(b)	Cumulative unpaid dividends on our Series B Preferred Stock was $20 million, $20 million and $25 million at December 31, 2012, 2011 and 2010.

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•	Future reversals of existing taxable temporary differences;

•	Future taxable income exclusive of reversing temporary differences and carryforwards;

•	Taxable income in prior carryback years; and

•	Tax-planning strategies.

•	Nature, frequency, and severity of recent losses;

•	Duration of statutory carryforward periods;

•	Historical experience with tax attributes expiring unused; and

•	Near- and medium-term financial outlook.

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•	Our ability to realize production efficiencies and to achieve reductions in costs as a result of our restructuring initiatives and labor modifications;

•	Our ability to maintain quality control over our vehicles and avoid material vehicle recalls;

•	Our ability to maintain adequate liquidity and financing sources including as required to fund our planned significant investment in new technology;

•	Our ability to realize successful vehicle applications of new technology;

•	Shortages of and increases or volatility in the price of oil, including as a result of political instability in the Middle East and African nations;

•	Our ability to continue to attract customers, particularly for our new products, including cars and crossover vehicles;

•	Availability of adequate financing on acceptable terms to our customers, dealers, distributors and suppliers to enable them to continue their business relationships with us;

•	The ability of our suppliers to deliver parts, systems and components without disruption and at such times to allow us to meet production schedules;

•	Our ability to manage the distribution channels for our products;

•	Our ability to successfully restructure our European operations;

•	The continued availability of both wholesale and retail financing from Ally Financial and its affiliates and other finance companies in markets in which we operate to support our ability to sell vehicles, which is dependent on those entities' ability to obtain funding and their continued willingness to provide financing;

•	Our continued ability to develop captive financing capability, including GM Financial;

•	GM Financial's ability to successfully integrate certain Ally Financial international operations;

•	Overall strength and stability of the automotive industry, both in the U.S. and in global markets, particularly Europe;

•	Continued economic instability or poor economic conditions in the U.S., Europe and other global markets, including the credit markets, or changes in economic conditions, commodity prices, housing prices, foreign currency exchange rates or political stability in the markets in which we operate;

•	Significant changes in the competitive environment, including the effect of competition and excess manufacturing capacity in our markets, on our pricing policies or use of incentives and the introduction of new and improved vehicle models by our competitors;

•	Significant changes in economic, political and market conditions in China, including the effect of competition from new market entrants, on our vehicle sales and market position in China;

•	Changes in the existing, or the adoption of new, laws, regulations, policies or other activities of governments, agencies and similar organizations, including where such actions may affect the production, licensing, distribution or sale of our products, the cost thereof or applicable tax rates;

•	Costs and risks associated with litigation;

•	Significant increases in our pension expense or projected pension contributions resulting from changes in the value of plan assets, the discount rate applied to value the pension liabilities or other assumption changes; and

•	Changes in accounting principles, or their application or interpretation, and our ability to make estimates and the assumptions underlying the estimates, which could have an effect on earnings.

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•	Level 1 - Quoted prices for identical instruments in active markets;

•	Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose significant inputs are observable; and

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•	Level 3 - Instruments whose significant inputs are unobservable.

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(a)	Acquisition-related costs of $43 million were expensed as incurred. The acquisition related costs include $27 million recorded in Automotive selling, general and administrative expense and $16 million recorded in GM Financial operating and other expenses.

(b)

The fair value of Finance receivables was determined using a discounted cash flow approach. The contractual cash flows were adjusted for estimated prepayments, defaults, recoveries, finance charge income and servicing costs and discounted using a discount rate commensurate with risks and maturity inherent in the finance contracts. As of the acquisition date, the contractually required payments receivable was $10.7 billion of which $9.7 billion was expected to be collected.

(c)	The fair value of Securitization notes payable and other borrowings was principally determined using quoted market rates.

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(a)	Accounts receivable includes $32 million that is due from us.

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(a)	At December 31, 2012 the balance includes finance receivables and loans of $560 million and allowance for loan losses of $6 million in connection with the commercial lending program.

(a)	Includes finance receivables and loans originated of $1.2 billion and principal collections of $667 million in connection with the commercial lending program for the year ended December 31, 2012.

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(a)	Composed of the sum of pre-acquisition consumer finance receivables - outstanding balance and post-acquisition consumer finance receivables, net of fees.

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(a)	Includes security interest in the GM Korea mandatorily redeemable preferred shares.

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(b)	Represents our seven percent ownership in PSA acquired in connection with our agreement with PSA to create a long-term and strategic alliance. The investment is recorded in Other assets.

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(a)	The carrying amount of the related assets at December 31, 2012, 2011 and 2010 may no longer equal the fair value as the fair value presented is as of the date the impairment was recorded during the year presented.

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(a)

Includes GME assets whose fair value was $408 million at December 31, 2012. Also includes other assets whose fair value was determined to be $0 in the years ended December 31, 2012, 2011 and 2010 measured utilizing Level 3 inputs. Fair value measurements of the non-GME asset group long-lived assets utilized projected cash flows discounted at a rate commensurate with the perceived business risks related to the assets involved.

(b)	Included in total depreciation, impairment charges and amortization expense.

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(a)	Represents estimated gross cost to demolish and clear the structures on the property as a percentage of replacement cost new.

(b)	Represents estimated marketing period for each property; which dictates the amount of property specific holding costs to be incurred such as real estate taxes.

(c)	Represents the discount rate for the specific property based on local market sources and available benchmarking data.

(d)	Represents estimates of loss in asset value due to wear and tear, action of the elements, and other physical factors that reduce the life and serviceability of the asset.

(e)	Represents estimated loss in asset value caused by inefficiencies and inadequacies of the asset itself.

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(f)	Represents estimated loss in asset value caused by factors external to the asset such as legislative enactments, changes in use, social change, and change in supply and demand.

(a)	Refer to Note 10 for additional information concerning the deconsolidation of VMM.

(b)	Refer to Note 4 for additional information concerning the acquisition of HKJV.

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•	Our estimated WACC;

•	Our estimated long-term growth rates; and

•	Our estimate of industry volumes and our market share.

(a)

GMNA forecast volumes at December 31, 2012 are 2013 through 2016. GME forecast volumes at January 1, 2011 and March 31, 2011 are 2011 through 2015 and are 2012 through 2016 thereafter. GM Korea forecast volumes are 2012 through 2015, except for at September 30, 2012 which are 2012 through 2016 and December 31, 2012 which are 2013 through 2016. Holden forecast volumes at December 31, 2011 are 2012 through 2015. GM South Africa forecast volumes at October 1, 2012 are 2012 through 2016.

(b)	Represents the balance of Goodwill evaluated for impairment under the Step 2 analysis.

(c)	Industry forecast volumes and market share for GM Korea are based on global industry volumes because GM Korea exports vehicles globally.

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(a)	Represents estimated savings realized from owning the asset or having the royalty-free right to use the asset.

(b)	Represents WACC adjusted for perceived business risks related to these intangible assets.

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(a)	Includes amounts related to various deposits, escrows and other cash collateral.

(a)	Pledged in association with derivative transactions and cash collections related to leases serviced for a third-party.

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(a)	Consolidated effective September 1, 2012. Refer to Notes 4 and 10 for additional information on the acquisition of HKJV.

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(a)	Amounts at December 31, 2011 represented additional contingent future capital funding requirements related primarily to HKJV.

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(a)	Includes debt obligations to Ally Financial of $869 million and $1.1 billion at December 31, 2012 and 2011.

(b)	Net of a $1.1 billion and $1.6 billion discount at December 31, 2012 and 2011.

(c)	The fair value of debt included $4.1 billion and $4.4 billion measured utilizing Level 2 inputs at December 31, 2012 and 2011. The fair value of debt included $1.2 billion and $1.1 billion measured utilizing Level 3 inputs at December 31, 2012 and 2011.

(d)	Includes coupon rates on debt denominated in various foreign currencies and interest free loans.

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(a)	Includes wholesale financing of dealer inventory.

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(a)	These amounts do not include cash collected on finance receivables and leasing related assets pledged of $12 million which is included in Restricted cash and marketable securities.

(b)	In May 2013 when the revolving period ends, and if the facility is not renewed, the outstanding balance will be repaid over time based on the amortization of the receivables pledged until February 2020 when the remaining balance will be due and payable.

(c)

In July 2013 when the revolving period ends, and if the facility is not renewed, the outstanding balance will be repaid over time based on the amortization of the leasing related assets pledged until January 2019 when any remaining balance will be due and payable. Borrowings in the facility are collateralized by leased assets. At December 31, 2012 the facility amount represents Canadian Dollar (CAD) $800 million and the advances outstanding amount represents CAD $353 million.

(d)	In January 2013 GM Financial extended the maturity date of this facility to May 2014. In May 2014 when the revolving period ends, and if the facility is not renewed, the outstanding balance will be repaid over time based on the amortization of the related leased assets pledged until November 2019 when any remaining amount outstanding will be due and payable.

(a)	Maturity dates represent final legal maturity of securitization notes payable. Securitization notes payable are expected to be paid based on amortization of the finance receivables pledged to the trusts.

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(a)	GM Financial credit facilities and securitization notes payable are based on expected payoff date. Senior notes principal amounts are based on maturity.

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(a)	As a result of ceasing the accrual of additional benefits for participants in the Retiree Plan in 2012, the rate of compensation increase does not have a significant effect on our U.S. pension plans.

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(a)	Includes private equity, real estate and absolute return strategies which primarily consist of hedge funds.

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(a)	Includes GM common stock of $1.4 billion and $1.2 billion within Level 1 of U.S. plan assets at December 31, 2012 and 2011.

(b)	Includes U.S. and sovereign government and agency issues; excludes mortgage and asset-backed securities.

(c)	Includes bank debt obligations.

(d)	Primarily investments in alternative investment funds.

(e)	Includes private equity investment funds.

(f)	Includes investment funds and public real estate investment trusts.

(g)	Primarily investments sold short.

(h)	Cash held by the plans, net of amounts payable for investment manager fees, custody fees and other expenses.

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(a)	Benefits for most U.S. pension plans and certain non-U.S. pension plans are paid out of plan assets rather than our Cash and cash equivalents.

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(a)	Recorded in Other current assets.

(b)	Recorded in Other assets.

(c)	Recorded in Accrued liabilities.

(d)	Recorded in Other liabilities and deferred income taxes.

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(a)	Forward prices are estimated to be equivalents of the spot price as published by a governmental agency.

(b)	Calculated by adjusting market forward rates for the spread between current market and Turkish central bank spot prices.

(c)	Volume commitment is spread evenly on a monthly basis and vehicle mix is pursuant to management forecasts.

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(a)	Realized and unrealized gains (losses) are recorded in Interest income and other non-operating income, net and foreign currency translation gains (losses) are recorded in Accumulated other comprehensive income.

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(a)	Calculated as future undiscounted payments.

(b)	Excludes residual support and risk sharing programs and vehicle repurchase obligations related to Ally Financial.

(a)	At December 31, 2012 and 2011 qualified cardholders had rebates available, net of deferred program revenue, of $1.8 billion and $2.3 billion.

(b)	Recorded in Accrued liabilities.

(c)	Recorded in Other liabilities and deferred income taxes.

(d)	Includes $33 million and $34 million recorded in Accrued liabilities at December 31, 2012 and 2011, and the remainder was recorded in Other liabilities and deferred income taxes.

(e)	Primarily indirect tax-related litigation as well as various non-U.S. labor related matters.

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(a)	The year ended December 31, 2010 includes favorable changes in estimate on contract cancellations of $30 million.

(a)	Certain of the leases contain escalation clauses and renewal or purchase options.

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(a)	The general business credits are principally composed of research credits.

(a)

In the year ended December 31, 2012 the difference between the change in the valuation allowance and the income tax benefit associated with the valuation allowance release is due primarily to the establishment of deferred tax liabilities related to state deferred tax assets. In the year ended December 31, 2011 we recorded an adjustment to the debt cancellation income that resulted from the 363 Sale. The adjustment resulted in a $2.1 billion increase in valuation allowances related to U.S. federal and state tax attributes.

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(a)	The remaining uncertain tax positions are classified as current and non-current liabilities.

(a)	The interest and penalty benefit in the year ended December 31, 2011 is due primarily to remeasurements, settlements and statute expirations.

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(a)	The remaining cash payments related to these reserves for restructuring and other initiatives, including temporary layoff benefits of $356 million, $376 million and $363 million at December 31, 2012, 2011 and 2010 for GMNA, primarily relate to postemployment benefits to be paid.

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•	Separation charges of $63 million related to separation/layoff plans and an early retirement plan in Spain which ultimately affected 1,200 employees.

•	Separation charges of $95 million and interest accretion and other of $104 million related to a voluntary separation program in Germany.

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(a)

Amounts in the year ended December 31, 2012 include impairment charges related to the investment in PSA of $220 million, income related to various insurance recoveries of $168 million, a charge of $119 million in connection with the entry into an agreement to sell the GMS business, resulting in a reduction in the carrying value to estimated fair value, and recognition of deferred income from technology agreements with SGMW of $114 million. Amounts in the year ended December 31, 2011 include impairment charges related to the investment in Ally Financial of $555 million, a gain on the sale of Ally Financial preferred shares of $339 million, and recognition of deferred income from technology agreements with SGMW of $113 million. Amounts in the year ended December 31, 2010 include a gain on the reversal of an accrual for contingently issuable shares of our common stock to MLC (Adjustment Shares) of $162 million, a gain on the sale of Saab of $123 million, a gain on the acquisition of GMS of $66 million and a gain on the sale of Nexteer of $60 million.

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(a)	Primarily an impairment charge related to our investment in PSA.

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(a)	Includes the HCT settlement. Refer to Note 18.

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(a)	Includes earned but undeclared dividends of $26 million, $26 million and $26 million on our Series A Preferred Stock and $20 million, $20 million and $25 million on our Series B Preferred Stock in the years ended December 31, 2012, 2011 and 2010.

(b)

Includes cumulative dividends on preferred stock of $859 million and earnings of $470 million that have been allocated to the Series B Preferred Stock holders in the year ended December 31, 2012; includes cumulative dividends on preferred stock of $859 million and earnings of $746 million that have been allocated to the Series B Preferred Stock holders in the year ended December 31, 2011; and cumulative dividends on preferred stock of $827 million and a charge related to the purchase of Series A Preferred Stock of $677 million in the year ended December 31, 2010.

(c)

Includes cumulative dividends on preferred stock of $859 million and earnings of $442 million that have been allocated to the Series B Preferred Stock holders in the year ended December 31, 2012; includes cumulative dividends on preferred stock of $859 million and earnings of $693 million that have been allocated to the Series B Preferred Stock holders in the year ended December 31, 2011; and cumulative dividends on preferred stock of $827 million and a charge related to the purchase of Series A Preferred Stock of $677 million in the year ended December 31, 2010.

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(a)	We corrected the amount originally reported as $19.8 billion in our Annual Report on Form 10-K as of December 31, 2011.

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(a)	Represents wholesale settlements due from Ally Financial and receivables for exclusivity fees and royalties.

(b)	Represents amounts billed to us and payable related to incentive programs.

(c)	Represents wholesale financing, sales of receivable transactions and the short-term portion of term loans provided to certain dealerships which we own or in which we have an equity interest.

(d)	Includes accruals for marketing incentives on vehicles which are sold, or anticipated to be sold, to customers or dealers and financed by Ally Financial. This includes the estimated amount of residual and rate support accrued, capitalized cost reduction incentives and amounts owed under lease pull-ahead programs.

(e)	Represents the long-term portion of term loans from Ally Financial to certain consolidated dealerships.

(f)	Represents long-term portion of liabilities for marketing incentives on vehicles financed by Ally Financial.

(a)

Represents marketing incentives on vehicles which were sold, or anticipated to be sold, to customers or dealers and financed by Ally Financial. This includes the estimated amount of residual and rate support accrued, capitalized cost reduction incentives and costs under risk sharing and lease pull-ahead programs. This amount is offset by net sales for vehicles sold to Ally Financial for employee and

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(b)	Represents income on investments in Ally Financial preferred stock (through March 31, 2011), exclusivity and royalty fee income. Included in this amount is rental income related to Ally Financial's primary executive and administrative offices located in the Renaissance Center in Detroit, Michigan. The lease agreement expires in November 2016.

(c)	Represents interest incurred on notes payable and wholesale settlements.

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•	Deferred tax asset valuation allowance release of $36.3 billion in the U.S. and Canada.

•	Goodwill impairment charges of $26.5 billion in GMNA and GMIO.

•	Property, plant and equipment impairment charges of $3.7 billion in GME.

•	Pension settlement charge of $2.6 billion in GMNA.

•	Intangible asset impairment charges of $1.8 billion in GME.

•	Charge of $525 million for GM Korea hourly wage litigation.

•	Charge of $402 million which represents the premium paid to purchase our common stock from the UST in Corporate.

•	Goodwill impairment charges of $78 million in GMIO.

•	Goodwill impairment charges of $617 million in GMIO and GME.

•	Goodwill impairment charge of $891 million in GMIO and GME.

•	Settlement gain of $749 million related to termination of CAW hourly retiree healthcare benefits in GMNA.

•	Impairment charge of $555 million related to Ally Financial common stock in Corporate.

•	Reversal of deferred income tax valuation allowances of $502 million in Australia.

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•	Gain of $1.6 billion related to the sale of our Class A membership Interests in New Delphi in GMNA.

•	Goodwill impairment charge of $395 million in GME.

•	Gain of $339 million related to the sale of 100% of our investment in the Ally Financial preferred stock in Corporate.

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(a)

Consists of Goodwill impairment charges of $26.4 billion, pension settlement charges of $2.7 billion and income related to various insurance recoveries of $9 million in GMNA; property impairment charges of $3.7 billion, intangible assets impairment charges of $1.8 billion, goodwill impairment charges of $590 million, impairment charges related to investment in PSA of $220 million, a charge of $119 million to record GMS assets and liabilities to estimated fair value and income related to various insurance recoveries of $7 million in GME; GM Korea hourly wage litigation charge of $336 million, goodwill impairment charges of $132 million, which are presented net of noncontrolling interests, income related to various insurance recoveries of $112 million and income related to redemption of the GM Korea mandatorily redeemable preferred shares of $68 million in GMIO; income related to various insurance recoveries of $27 million in GMSA; and a charge of $402 million which represents the premium paid to purchase our common stock from the UST in Corporate.

(b)	Includes valuation allowance releases of $36.5 billion net of the establishment of new valuation allowances of $0.1 billion. Amounts exclude changes related to income tax expense (benefits) in jurisdictions with a full valuation allowance throughout the period.

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(a)

Consists of the gain on sale of our New Delphi Class A Membership Interests of $1.6 billion and the gain related to the HCT settlement of $749 million in GMNA; Goodwill impairment charges of $1.0 billion in GME; Goodwill impairment charges of $258 million and charges related to HKJV of $106 million in GMIO; a gain on extinguishment of debt of $63 million in GMSA; and impairment charges of $555 million related to Ally Financial common stock and a gain on the sale of Ally Financial preferred stock of $339 million in Corporate.

(b)	Includes a gain of $1.6 billion recorded on the sale of our New Delphi Class A Membership Interests. Refer to Note 10 for additional information on the sale of New Delphi.

(c)	Amounts exclude changes related to income tax expense (benefits) in jurisdictions with a full valuation allowance throughout the period.

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(a)	Consists of a gain on the sale of Nexteer of $60 million in GMNA, a gain on the sale of Saab of $123 million, a gain on acquisition of GMS of $66 million in GME and a gain on the extinguishment of the VEBA Notes of $198 million in Corporate.

(b)	Gain on the reversal of an accrual for Adjustment Shares due to the conclusion that it was no longer probable that unsecured claims of MLC would reach the levels as defined by the Amended and Restated Master Sale and Purchase Agreement.

(c)	Amounts exclude changes related to income tax expense (benefits) in jurisdictions with a full valuation allowance throughout the period.

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(a)	1.    All Financial Statements and Supplemental Information

(b)	Exhibits

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(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 recordkeeper's 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.

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(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.

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(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 Chief Executive Officer or Vice President, Global Human Resources, 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.

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(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), (d), and (e) 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

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(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, for benefits earned on and after January 1, 2007 through September 30, 2012, 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.

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(e)	To be eligible for a vested benefit under Section V of this Article for benefits earned on and after October 1, 2012, payable upon separation from service, an employee must meet the following requirements:

(1)	Be a Regular Active, Flexible Service, or International Service Personnel U.S. executive employee of GM or be a U.S. classified 9th level salaried employee of GM; and

(2)	Have at least 3 years of credited service earned under the RSP.

(f)	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 years' 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.

(g)	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.

(h)	Nothing in this Article II, Section I (a) through (g) 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.

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(i)	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.

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(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 executive's 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.

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(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 executive's 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 executive's 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:

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(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 executive's 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.

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(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:

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.

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(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 executive's 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 executive's 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 executive's starting monthly base salary will be imputed for the number of months less than 60.

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(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.

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(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 executive's 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.

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(a)

Effective for service on and after January 1, 2007 through September 30, 2012, 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. The 1.25% Career Average Pay benefits determined under this Section IV shall be frozen as of September 30, 2012.

(b)	To be eligible for a 1.25% Career Average Pay 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 and 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 received between January 1, 2007 and September 30, 2012 and either Annual Incentive Plan or Short Term Incentive Plan final awards received between January 1, 2007 and September 30, 2012 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.

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(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 through December 31, 2011.

(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.

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(a)	Effective for service on and after January 1, 2007 and through September 30, 2012, 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)

Effective for service on and after October 1, 2012, benefits under this Article II, Section V for GM Regular Active, Flexible Service, International Service Personnel U.S. executives, and U.S. classified 9th level salaried employees, with a length of service date prior to January 1, 1993, will be accumulated using a 6% defined contribution formula, and those with a length of service date on or after January 1, 1993, will be accumulated using a 4% defined contribution formula.

(c)	To be eligible for defined contribution benefits under this Section, an employee must:

(1)	Be a GM or Corporation Regular Active, Flexible Service, or International Service Personnel U.S. executive or be a 9th level GM Regular Active, Flexible Service, or International Service Personnel U.S. salaried employee; 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.

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(d)

Eligible U.S. 9th level salaried employees and U.S. executives will accrue benefits under this Article II, Section V with respect to actual base salary and Enhanced Variable Pay or 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% or 6%, as provided for in Article II Section V (a) and (b), of the total of base salary plus Enhanced Variable Pay or 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 Enhanced Variable Pay or 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 employee 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.

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(e)	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.

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(a)

Payment of benefits accrued prior to October 1, 2012 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 employee's separation from service. Payment of benefits accrued on or after October 1, 2012, pursuant to Article II, Section V of the Plan, are payable in accordance with the provisions of Article II, Section VI (d) below following the employee's 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 employee's separation from service, at the discretion of the Plan Administrator, benefits accrued pursuant to Article II, Section II, III, IV or V of the Plan 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 employee's 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.

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(c)	Prior to payment, all vested Plan benefits accrued prior to October 1, 2012, including any SERP, 1.25% Career Average Pay benefits, and Defined Contribution 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 (a) will be converted to a five year monthly annuity form of payment without applying an early age reduction.

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(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.

•	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.

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(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 (a), 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 executive's 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 executive's 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 executive's 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.

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(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 executive's surviving spouse. If the executive is not married at date of death, the person designated as primary beneficiary for the executive's Basic Life Insurance will receive the lump sum payment. If the primary beneficiary has predeceased the executive any contingent beneficiaries designated for the executive's Basic Group Life Insurance will receive the lump sum payment. If more than one person is named as the eligible beneficiary for the executive's 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 executive's 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 executive's estate as described in Article II, Section VI (c) (6) and Article II, Section VI (c) (7) above.

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(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.

(d)	All Plan benefits accrued on or after October 1, 2012, pursuant to Article II Section V of the Plan, will be paid in a single lump sum at a time determined by the Plan Administrator within 90 days following the employee's separation from service, death, or disability (to the extent required under IRC 409A).

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Article III.	DC ERP - Excess Benefits

(a)

Eligibility to participate in this Article III shall be limited solely to those Regular Active, Flexible Service, or International Service Personnel U.S. executive level employees or such separated U.S. executive level employees and, effective October 1, 2012, those active U.S. classified 9th level employees or separated U.S. classified 9th level employees, or the designated beneficiaries of such 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 through September 30, 2012 under Article III Section II (a) upon their attainment of age 55 with a minimum of 10 years' credited service. For this purpose, credited service is as defined in the RSP.

(e)	Eligible classified 9th level employees and executive level employees become vested in any benefits accrued on and after October 1, 2012, under Article III Section II (a) upon their attainment of three years of credited service as defined in the RSP.

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(a)

An executive or classified 9th level employee who is eligible to participate in this Article III, or the designated beneficiary of such a deceased executive or 9th 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 the 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.

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(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.

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(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 Participant's request or as soon as practicable following such Participant's 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 Participant's 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 accrued through September 30, 2012, 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)	Payment of vested plan benefits accrued on or after October 1, 2012, in the amount determined pursuant to Article III, Section II (a) will be paid in a single lump sum at a time determined by the Plan Administrator within 90 days following the employee's separation from service, death, or disability (to the extent required under IRC 409A).

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(d)

Prior to an eligible Participant's separation from service, at the discretion of the Plan Administrator, the account balance notional amounts accrued under Article III, Section III (a), (b), and (c) 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 Participant's 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.

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(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 any vested discretionary awards granted through September 30, 2012 will be converted to a five-year monthly annuity form of payment. The account balance amount of any vested discretionary awards granted on or after October 1, 2012 will be paid in a single lump sum at a time determined by the Plan Administrator within 90 days following the employee's separation from service, death or disability (to the extent required by IRC 409A).

(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.

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(3)

Prior to an eligible Participant's 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 Participant's 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 Participant's 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 Participant's estate.

(6)

Should a Participant who is vested pursuant to Article IV (c) die during active service with GM, any benefits payable under this Article IV will be paid in a single lump sum to the Participant's 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 benefits will be paid in a single lump sum to such entity or to the Participant's estate.

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(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 executive's credited service used to determine the benefits under the Plan, or the amount of benefits payable to an executive under the Plan.

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(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 ($17,000 in 2012) 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

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(7)	To settle a bona fide dispute as to a Participant's 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.

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(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.

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a)	“Board” shall mean the Board of Directors of the Company.

b)	“Chief Executive Officer” shall mean the Chief Executive Officer of the Company.

c)	“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, and any reference to any section of the Code shall also include any successor provision thereto.

d)	“Committee” shall mean the Executive Compensation Committee of the Board, its named successor, or such other persons or committee to whom the Board has delegated any authority, as may be appropriate.

e)	“Company” shall mean General Motors Company, a Delaware Company, or its successor.

f)	“Covered Officer” shall mean any individual whose compensation in the year of expected payment of an award, or in the year in which the Company will claim a tax deduction in respect of such individual's award thereunder, will be subject to the provisions of Section 162(m) of the Internal Revenue Code, as amended, as determined by the Committee.

g)	“Director” shall mean a member of the Board of Directors of the Company

h)	“Disability” shall mean the Participant is unable to engage in any gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

i)	“Employee” shall mean any individual who is employed by the Company or any Subsidiary.

j)	“Executive Committee” shall mean the Executive Committee or comparable management leadership group appointed by the Board or the chief executive officer of the Company.

k)	“Executive Officer” shall mean any Participant required to provide periodic statements of beneficial ownership of Company equity securities as an executive officer of the Company under Section 16(a) of the Securities Exchange Act of 1934.

l)	“Final Award” shall mean the amount approved by the Committee for payment to the Participant which shall mean the individual Target Award as adjusted for Corporate performance and, if applicable, individual performance.

m)	“Participant” shall mean an Employee who receives a Target Award under the Plan.

n)	“Plan” shall mean this General Motors Company Short Term Incentive Plan

o)	“Subsidiary” shall mean (i) a company of which capital stock having ordinary voting power to elect a majority of the board of directors of such company is owned, directly or indirectly, by the

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p)	“Target Award” shall be an individual amount that the Participant may earn if targeted performance levels against approved metrics are achieved and individual performance is such that the amount may become a Final Award.

q)	“Vice President, Global Human Resources” shall mean the Vice President, Global Human Resources of the Company.

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1.	All shares certificates representing the Target Equity Interests in Ally Credit, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad No Regulada held by GMAC International LLC duly endorsed in property in favor of the Purchaser;

2.	Copy of the Mexican Trademark Assignment;

1.	An updated Registered Shares Transfer Book (Livro de Transferência de Ações Nominativas) and Registered Shares Book (Livro de Registro de Ações Nominativas) Banco GMAC S.A. evidencing the transfer to Purchaser of the Target Equity Interests in such Person;

2.	A duly executed amendment to the by-laws of GMAC Prestadora de Serviços de Mão-de-Obra Ltda. transferring to Purchaser the Target Equity Interests in such Person;

3.	Copy of the Brazilian Trademark Assignment;

4.

Originals of the following valid debt clearance certificates (negative or positive with negative effects) for the Brazilian Target Companies: (a) Certidão Conjunta Negativa de Débitos relativos a Tributos Federais e quanto à Dívida Ativa da União, issued by Secretaria da Receita Federal e Procuradoria-Geral da Fazenda Nacional; (b) Certidão Negativa de Débito - CND, issued by Secretaria da Receita Previdenciária; and (c) Certificado de Regularidade do Fundo de Garantia por Tempo de Serviço - FGTS, issued by Caixa Econômica Federal.

1.	One or more certificates representing the Target Equity Interests in GMAC Comercial Automotriz Chile S.A., together with a customary and reasonable “traspaso de acciones”, duly executed and attested in favor of Purchaser;

2.	An updated shareholders registry for GMAC Comercial Automotriz Chile S.A. evidencing the transfer of the Target Equity Interests in such Person;

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3.	An assignment deed (Escritura Pública de Cesión de Derechos Sociales y Modificación de Estatutos) with respect to the Target Equity Interests in GMAC Automotriz Limitada in favor of Purchaser, duly executed before a Chilean notary public;

1.	One or more certificates representing the Target Equity Interests in GMAC Financiera de Colombia S.A. Compañía de Financiamiento and GMAC Servicios S.A.S., duly endorsed (endoso) in the name of Purchaser;

2.

An updated stock ledger for each of GMAC Financiera de Colombia S.A. Compañía de Financiamiento and GMAC Servicios S.A.S. evidencing (i) the cancellation of the Target Equity Interests held by Parent; and (ii) the transfer and registration in the stock ledger of the Target Equity Interests in each of GMAC Financeria de Colombia S.A. Compañía de Financiamiento and GMAC Servicios S.A.S. in favor of Purchaser;

3.	Evidence of the previous notice sent to GMAC Servicios S.A.S. informing the proposed transfer of Target Equity Interests.

4.	Copy of the registration of the Colombian Trademark Assignment Agreement delivered to and filed with the Superintendency of Industry and Commerce.

5.	Issuance of new Target Equity Interests in GMAC Financiera de Colombia S.A. Compañía de Financiamiento and GMAC Servicios S.A.S, in favor of Purchaser;

6.	Copy of Colombian Domain Names Assignment, duly registered before the domain name registrar; as well as evidence of the perfection of the transfer of the domain names before such registrar;

7.	Within thirty (30) days of Closing, Parent shall deliver a copy of any tax return, duly filed before the Colombian Tax Authority for the payment of any capital gains tax triggered by the Closing.

1.	One or more certificates representing the Target Equity Interests in GMAC Italia SpA, duly endorsed and notarized in the name of Purchaser;

2.	Shareholders' waiver relating to their respective pre-emption right as provided by the by-laws.

1.	The original shareholders' register of each of the Dutch Target Companies which (i) reflects the Sellers as the beneficial and legal owners of the relevant Target Equity Interests and (ii) evidences that there are no Encumbrances on the relevant Target Equity Interests;

2.	Original powers of attorney authorizing the transfer of the Target Equity Interests in the Dutch Target Companies and the execution of any relevant deed in relation thereto, duly executed and legalized on behalf of the Sellers and the Dutch Target Companies, together with certified

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3.	If so required under the articles of association of any Dutch Target Company, an original shareholders' resolution approving the transfer of the Target Equity Interests in such Target Company by the relevant Seller to Purchaser, subject to and in accordance with such articles of association;

4.

A share purchase agreement between the Parties, duly executed by Parent, whereby (i) Parent actually sells to Purchaser, and Purchaser actually purchases from Parent, the Target Equity Interests in the Dutch Target Companies and (ii) the Parties agree to cause the Target Equity Interests in each Dutch Target Company to be transferred by the applicable Seller to Purchaser by way of the execution before a civil-law notary admitted in the Netherlands as designated by Purchaser of a notarial deed of share transfer on terms which shall not modify the terms of, or contain any conditions other than set forth in, this Agreement;

5.

An original deed of assignment duly executed by and between Parent, on the one hand, and each relevant Seller of each Dutch Target Company, on the other hand, whereby (i) Parent assigns its rights and obligations in respect of the sale and purchase of the Target Equity Interests in the Dutch Target Companies to each such Seller subject to and in accordance with Section 10.2, and (ii) each such Seller agrees to sell and transfer the Target Equity Interests in any relevant Dutch Target Company to Purchaser, in performance of Parent's obligations under this Agreement;

1.	Duly completed and dated share transfer forms (ordres de mouvement) for the Target Equity Interests in GMAC Banque S.A., duly executed in favor of Purchaser;

2.	Originals of the share transfer register (registre de mouvement de titres) and shareholders' accounts (comptes individuels d'actionnaires) of GMAC Banque S.A. duly evidencing the transfer of the Target Equity Interests in GMAC Banque S.A. in favor of Purchaser as contemplated herein;

3.	Duly completed dated and executed tax certificates (formulaires Cerfa n°2759 DGI) in connection with the transfer of the Target Equity Interests in GMAC Banque S.A.

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1.	Agreement on the transfer of the Target Equity Interests in GMAC Management GmbH, duly signed and executed by Purchaser in the form of a German notarial deed on terms which shall not modify the terms of, or contain any conditions other than set forth in the Agreement;

2.	Agreement on the transfer of the Target Equity Interests in GMAC Germany GmbH & Co. KG, duly signed and executed by Purchaser in the form of a German notarial deed on terms which shall not modify the terms of, or contain any conditions other than set forth in the Agreement;

3.	Copy of the German Trademark Assignment.

1.	Agreement on the transfer of the Target Equity Interest in GMAC Leasing GmbH, Austria, duly signed and executed by Seller and Purchaser in the form of an Austrian notarial deed on terms which shall not modify the terms of, or contain any conditions other than set forth in the Agreement;

2.	Copy of the Austrian Trademark Assignment.

1.	An updated share register of GMAC Financial Services AB evidencing the transfer of the Target Equity Interests in GMAC Financial Services AB to Purchaser;

2.	An instrument in writing evidencing the transfer of the Target Equity Interests in GMAC Handelsbolag to Purchaser;

3.	Copy of the Swedish Trademark Assignment;

4.

A completed notification form to be sent to the Swedish Companies Registration Office (Sw. Bolagsverket) regarding the change of partners in GMAC Handelsbolag, as well as documentary evidence of receipt of notifications from the Swedish Companies Registration Office (it being acknowledged by the Parties that such documentary evidence will not be available at the Closing Date, but that the Purchaser will deliver the documentary evidence as soon as practically possible after receiving the documentary evidence from the Swedish Companies Registrations Office).

1.	Share transfer agreement (Abtretungsvertrag), duly signed by Parent, in relation to all shares in GMAC Suisse SA., the terms of which shall not modify the terms of, or contain any conditions other than set forth in, this Agreement;

2.	A circular resolution of all board members of GMAC Suisse SA to enter Purchaser as new and sole shareholder in the share register as of closing, which circular resolution must be signed by all board members of GMAC Suisse SA;

3.	Copy of the Swiss Trademark Assignment;

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4.	An updated version of the share register of May 15, 2012 of GMAC Suisse SA evidencing the transfer of the Target Equity Interests to Purchaser, which new share register must be signed by all board members of GMAC Suisse SA.

1.	Duly completed and signed transfers of the Target Equity Interests in GMAC Holdings UK Limited in favor of Purchaser, together with the relevant certificates representing such Target Equity Interests;

2.	Certificates of incorporation of the UK Target Companies;

3.	The statutory and minute books of each of the UK Target Companies complete and up to date up to the Business Day immediately prior to Closing, and share certificate books of each of the UK Target Companies (together with all unused share certificate forms);

4.	A letter of resignation as auditor for the UK Target Companies Deloitte & Touche LLP confirming they (a) have no outstanding claims of any kind and (b) have complied with Section 519 of the Companies Act 2006;

5.	Authentication codes for the UK Target Companies for the Companies House webfiling service;

6.	A customary power of attorney n favor of Purchaser regarding the operation of the GMAC Holdings UK Limited prior to payment by Purchaser of necessary stamp duties and entry of Purchaser into the registry of members of GMAC Holdings UK Limited;

7.	A certified copy of a duly passed resolution of the board of directors of GMAC Holdings UK Limited approving, subject only to stamping, the transfer of the Target Equity Interests in GMAC Holdings UK Limited to Purchaser. The transfer can only be entered in the register of members with director approval.

1.	An updated ownership schedule evidencing the transfer of the Target Equity Interests in Ally Mexico Holdings LLC to Purchaser;

2.	An updated ownership schedule evidencing the transfer of the Target Equity Interests in GMAC Colombia S.A. LLC to Purchaser.

1.	Copy of the Spanish Trademark Assignment.

1.	Declarations under the terms and for the purposes set forth in article 102 of the Portuguese Securities Code, requiring the registration of the transfer of the shares representing the share

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2.	Nominative shares certificates representing the shares owned by GMAC Holdings (No.1) B.V. and GMAC International LLC, duly endorsed (“endosso”) in favor of the Purchaser;

3.	An updated share ledger of GMAC - Instituição Financeira de Crédito, S.A. (“Registo de Emissão de Valores Mobiliários”) evidencing the transfer and registration of the shares representing the share capital of GMAC - Instituição Financeira de Crédito, S.A. which are owned by GMAC Holdings (No.1) B.V. and GMAC International LLC in favor of the Purchaser;

4.	Legally required statutory books of GMAC - Instituição Financeira de Crédito, S.A., duly signed and up to date up to the Business Day immediately prior to Closing (including accounting books, if existing);

5.	Certificate of registration of GMAC - Instituição Financeira de Crédito, S.A. as an insurance agent (“Agente de seguros”) issued by the Instituto de Seguros de Portugal;

6.

Separate Share Purchase Agreement (“Contrato de Cessão de Quotas”) executed between GMAC Holdings (No.1) B.V. and the Purchaser, for the transfer of the shares representing 99.80% of the share capital of G.M.A.C - Comércio e Aluguer de Veículos, Lda., confirming that GMAC - Comércio e Aluguer de Veículos, Lda. holds no real estate properties (for the purpose of making proof for exemption of payment of real estate transfer tax - IMT), the terms of which shall not modify the terms of, or contain any conditions other than set forth in, this Agreement;

7.	Registration request addressed to G.M.A.C - Comércio e Aluguer de Veículos, Lda. through which GMAC Holdings (No.1) B.V. requests the mandatory commercial registration of the transfer of the shares representing 99.80% of the share capital of G.M.A.C - Comércio e Aluguer de Veículos, Lda. in favor of the Purchaser;

8.	Updated and valid declaration issued by the Portuguese Social Security evidencing that G.M.A.C - Comércio e Aluguer de Veículos, Lda. has no debts towards the Portuguese Social Security;

9.	Legally required statutory books of G.M.A.C - Comércio e Aluguer de Veículos, Lda., duly signed and up to date up to the Business Day immediately prior to Closing (including accounting books, if existing).

1.	Copy of the Greek Trademark Assignment.

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1.	The “traspaso de acciones” referred to in Item 1 under the heading “Chile” in the list of items deliverable by Parent in this Schedule B, duly countersigned by Purchaser;

2.	Acknowledgement of receipt of the delivery of the certificates referred to in Item 1 under the heading “Chile” in the list of items deliverable by Parent in this Schedule B, by signing the corresponding slip in the Share Certificates Booklet (talonario de acciones); and

3.	The assignment deed referred to in Item 3 under the heading “Chile” in the list of items deliverable by Parent in this Schedule B, duly executed by Purchaser before the Chilean notary public referenced in such item.

1.	Copy of the Colombian Trademark Assignment.

1.

Original powers of attorney authorizing the transfer of the Target Equity Interests in the Dutch Target Companies and the execution of any relevant deed in relation thereto, duly executed and legalized on behalf of Purchaser, together with certified true copies of their representing signatories' valid passports and, with respect to Purchaser, a statement from an independent legal counsel admitted in the relevant jurisdiction confirming that Purchaser's representing signatories have the authority to act on behalf of Purchaser has the authority to enter into such power of attorney; in each case, in such form as may reasonably and customarily be required by the notary designated to execute any such deed; and such powers of attorney to authorize any lawyer employed by the firm with which the notary is affiliated to execute or cause the execution of such transfer and any such deed; such powers of attorney need to include an apostille pursuant to the Convention of October 5, 1961 Abolishing the Requirement of Legalization of Foreign Public Documents;

2.

A share purchase agreement between the Parties, duly executed by Purchaser, whereby (i) Parent actually sells to Purchaser, and Purchaser actually purchases from Parent, the Target Equity Interests in the Dutch Target Companies and (ii) the Parties agree to cause the Target Equity Interests in each Dutch Target Company to be transferred by the applicable Seller to Purchaser by way of the execution before a civil-law notary admitted in the Netherlands as designated by Purchaser of a notarial deed of share transfer on terms which shall not modify the terms of, or contain any conditions other than set forth in, this Agreement.

1.	An instrument in writing evidencing that Purchaser acquires all the rights and assumes all the obligations relating to the Target Equity Interests in GMAC Handelsbolag and adheres to the partnership agreement governing GMAC Handelsbolag;

2.

A completed notification form to be sent to the Swedish Companies Registration Office (Sw. Bolagsverket) regarding the change of partners in GMAC Handelsbolag, as well as documentary evidence of receipt of notifications from the Swedish Companies Registration Office (it being acknowledged by the Parties that such documentary evidence will not be available at the Closing Date, but that the Purchaser will deliver the documentary evidence

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3.	Minutes of an extraordinary meeting of the shareholders of GMAC Financial Services AB whereby the shareholders resolve upon appointment of new members of the board of directors and other resolutions applicable, e.g., new auditor, new articles of association;

4.

A completed notification form to be sent to the Swedish Companies Registration Office (Sw. Bolagsverket) regarding the resignation of the members of the board of directors and the auditor and other resolutions of GMAC Financial Services AB, as well as documentary evidence of receipt of notifications from the Swedish Companies Registration Office (it being acknowledged by the Parties that such documentary evidence will not be available at the Closing Date, but that the Purchaser will deliver the documentary evidence as soon as practically possible after receiving the documentary evidence from the Swedish Companies Registrations Office).

1.

Letter in the name and on behalf of the new shareholder(s) of GMAC Italia SpA, undertaking (a) not to propose or vote in favor of a shareholders resolution concerning an action against the resigning members of the corporate bodies for their liability vis-à-vis the Italian Target Company or its shareholders, and (b) to indemnify and hold the resigning members of the corporate bodies harmless in the event such action is initiated;

1.	Duly completed dated and executed share transfer forms (ordres de mouvements de titres) and tax certificates (formulaires Cerfa n°2759 DGI) in connection with the transfer of the Target Equity Interests in GMAC Banque S.A.;

2.	A certificate of a duly authorized officer of the Purchaser certifying that the Purchaser Required Governmental Approvals have been obtained, with all relevant authorizations attached thereto.

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1)	Loan Origination Costs - ASC 310-20 Receivables - Nonrefundable Fees and Other Costs (previously SFAS 91).

a)	Operations other than GMAC UK do not defer and amortize certain internal costs directly related to specified activities performed by the country for the origination of finance receivables. Instead these costs are recognized as operating expenses in the period incurred.

b)	GMAC Sweden does not defer certain loan origination fees and instead recognizes them as revenue in the period received.

2)	Revenue Recognition:

a)	GMAC Germany does not recognize interest revenue on finance contracts in the first month they are originated. Instead the revenue associated with the first payment installment is recognized in the following month, delaying revenue recognition, and resulting in a full month's revenue being recognized in the last month of the contract.

b)	Insurance - Commissions: According to FASB ASC 942-605, commissions received from independent insurers for policies issued to finance customers should be deferred and systematically amortized to income over the life of the related insurance contracts because the insurance and lending activities are integral parts of the same transactions.

i)	In the UK and Italy, most insurance commissions are recognized on an actuarial basis over the life of the finance receivables. GMAC Italy recognizes auto insurance commissions on a cash basis.

ii)	GMAC Brazil defers auto insurance commissions and amortizes them straight line over 12 months, but all other insurance commissions are recognized upon receipt.

iii)	Colombia recognizes unemployment and extended warranty insurance commissions on a cash basis.

iv)	Ally Mexico recognizes extended warranty insurance commissions on a cash basis.

3)	Securitization

a)	Brazil FIDC is a wholesale securitization VIE that Brazil should fully consolidate. The Brazilian Investment Regulatory environment precludes Banco GMAC from obtaining complete financial information on its FIDC fund. Due to this lack of information on the totality of the FIDC, GMAC Brazil accounts for the FIDC as follows:

i)	the cash received from the transfer of the wholesale receivables as third party secured debt,

ii)	the equity book value of the FIDC as an “other asset” as a proxy for the investment securities held by the fund,

iii)	the wholesale receivable purchase discount as a proxy for third party interest expense, and

iv)	the monthly change in the book value of the FIDC's equity as other revenue as a proxy for the income from the short term investments.

4)	Charge-offs & repossessions

a)	Consumer

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i)	Consumer accounts are generally charged off once a legal process begins or an account reaches 120 days past due (DPD), whichever is sooner. Charge offs are performed via a manual “snapshot” approach, whereby all accounts in “legal” status or aged more than 120 dpd at month end are partially charged-off to their net realizable value.

ii)	In Europe, however, as there is no systematic tracking in place to enable these loans to be permanently charged-off, a borrower may pay her account current in the subsequent period resulting in the account falling out of the next period's snapshot and the charge-off effectively being reversed.

iii)	Consumer risk personnel estimate a recovery rate for each country. The recovery rate is used to estimate the net realizable value (NRV) of the collateral and ultimately the charge-off amount (Charge-off equals outstanding balance less NRV).

iv)	LAO countries fully charge-off accounts (NRV equals zero) once they reach 360 days past due.

v)	Italy fully charges-off accounts that reach 150 days past due. Other European countries fully charge-off accounts (NRV equals zero) once they are deemed uncollectable by the collections staff.

b)	Commercial - are reviewed on a case-by-case basis to determine likelihood of repayment and charged off or written down to net realizable value at no more than 360 days past due.

c)

Consumer Repossessed Vehicles in LAO - due to the uncertainty in length of time required to obtain necessary legal authorizations to sell repossessed vehicles in the LAO countries, repossessed vehicles are not reclassed to other assets and written down to net realizable value. Instead they remain recorded as a non-performing receivable and follow the consumer charge-off accounting described above. Proceeds on sale of a repossessed vehicle are recorded as a payment against the NRV of the receivable. Any amounts recovered in excess of the NRV of the receivable are recorded as an offset to charge-offs.

5)	Derivative Accounting - interest accruals and cash payments related to derivatives are recorded in the legal entity holding the derivative position. The market values of these derivatives are recorded centrally on another Ally legal entity and not on the actual legal entity holding the position.

6)	Lease Accounting - certain lease transactions in Austria which should be accounted for as finance leases are accounted for as operating leases due to system constraints.

7)	Wholesale receivables with retention of title - in certain countries, IO entities hold legal title to the underlying vehicles to enhance our security position in floorplan financing transactions. We account for these transactions as wholesale receivables.

8)	Legal contingencies and reserves - reserves are established for litigation matters that have a probability of loss of 70% or greater. The reserve is set equal to the estimated amount of loss provided by internal or external counsel in accordance with GAAP.

a)	Labor claims with a 70% probability of loss in Brazil are reserved at 90% of the claimed amount, based on historical payout analysis.

b)	Colombia reserves for litigation cases with >50% probability of loss.

9)	Non-Income tax contingencies and reserves - reserves are established for litigation matters that have a probability of loss of 70% or greater. The reserve is set equal to the estimated amount of loss interest and penalties as provided by internal or external tax advisors.

a)	ISS tax cases are reserved using a portfolio approach due to the number of different municipalities involved and the instances at which these could be discussed, there is no certainty on how these cases will be judged and closed. Brazil reserves for these cases at 50% of the claimed amount.

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b)

Legal Obligations represent cases where Brazil is contesting the constitutionality of a tax being charged to the company. These cases are viewed as gain contingencies and therefore are reserved for at 100% of the tax plus penalties and interest until a final decision is issued. An example of this legal obligation concept is the PIS/COFINS (Revenue Tax) case where Brazil argues the constitutionality of the charge, and where even though the external counsel deems the lawsuit to have a remote probability of loss, GMAC still carries the total reserve of the claim on its' books.

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1.	Banco GMAC S.A.

2.	GMAC Administradora de Consórcios Ltda.

3.	GMACI Corretora de Seguros S.A.

4.	GMAC - Prestadora de Serviços de Mão-de-Obra Ltda.

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1.	GMAC Holdings UK Limited

2.	GMAC UK plc

3.	GMAC Leasing GmbH (Austria)

4.	GMAC Suisse SA

5.	GMAC Management GmbH

6.	GMAC Germany GmbH & Co. KG

7.	GMAC Bank GmbH

8.	GMAC Financial Services GmbH

9.	Master Lease Germany GmbH (Germany)

10.	GMAC Leasing GmbH

11.	GMAC Real Estate GmbH & Co. KG

12.	GMAC Financial Services AB

13.	GMAC Handelsbolag

14.	GMAC PEARL B.V.

15.	GMAC Lease B.V.

16.	GMAC Nederland N.V.

17.	Masterlease Europe Renting, S.L.

18.	GMAC España Financiación, S.A.

19.	GMAC Italia SpA

20.	GMAC Banque S.A.

21.	GMAC - Instituição Financeira de Crédito, S.A.

22.	G.M.A.C. - Comércio e Aluguer de Veículos, Lda.

23.	GMAC Continental Corporation (including Belgium Branch)

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1.	GMAC Banque S.A.

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1.	GMAC Management GmbH

2.	GMAC Germany GmbH & Co. KG

3.	GMAC Bank GmbH

4.	GMAC Financial Services GmbH

5.	Master Lease Germany GmbH

6.	GMAC Leasing GmbH (Germany)

7.	GMAC Real Estate GmbH & Co. KG

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1.	Ally Mexico Holdings LLC

2.	Ally Credit, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad no Regulada

3.	Servicios GMAC S.A. de C.V.

4.	GMAC Comercial Automotriz Chile S.A.

5.	GMAC Automotriz Limitada

6.	GMAC Colombia S.A. LLC

7.	GMAC Financiera de Colombia S.A. Compañía de Financiamiento

8.	GMAC Servicios S.A.S.

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•	Brazil

•	Mexico

•	Colombia

•	Chile

•	Germany

•	Austria

•	Switzerland

•	Belgium

•	Luxembourg

•	Netherlands

•	France

•	Sweden

•	United Kingdom

•	Italy

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1.	GMAC Holdings UK Limited

2.	GMAC UK plc

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1.	Banco GMAC S.A.

2.	GMAC - Prestadora de Serviços de Mão-de-Obra Ltda.

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1.1	Unless the terms or context of this Agreement otherwise provide, the following terms shall have the meanings as set out below:

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1.2

Articles and headings are inserted for the purpose of convenience and reference only and shall not affect the interpretation or construction of this Agreement. Words denoting the singular shall, where applicable, include plural and vice versa. Reference to the masculine gender shall, where applicable, include the feminine gender and vice versa. Except as otherwise indicated, all references in this Agreement to “Articles” or “Schedule A” are intended to refer to Articles of, or Schedule A to, this Agreement.

2.1	The Seller hereby sells and transfers to the Purchaser, and the Purchaser hereby purchases and acquires from the Seller, the entire equity interest in the Company owned by the Seller, which represents 40% of the registered capital of the Company (“Transferred Shares”), in exchange for the Purchase Price.

2.2

Unless otherwise prescribed under PRC Law, all obligations (other than those which the Seller may actually or potentially have under Article 19.3 of the Original JV Contract) and rights in respect of the Transferred Shares, including but not limited to profits and dividends accruing after the Completion Date, shall pass from the Seller to the Purchaser immediately, free of any Encumbrances, upon full payment of the Completion Payment being made pursuant to Article 3.

2.3	Upon the Effective Date, the Seller shall no longer be the shareholder of the Company. The Company will continue to be a Sino-foreign equity joint venture with the Purchaser holding 40% of the registered capital thereof.

2.4

Upon the Effective Date, the Original JV Contract and the Original Articles of Association shall be terminated and replaced by the New JV Contract and the New Articles of Association respectively. It is hereby agreed by both Parties that the Original JV Contract and the Original Articles of Association shall be deemed to be terminated automatically as of the Effective Date, and the terms and conditions of the Original JV Contract and the Original Articles of Association shall cease to be binding on the Seller (except to the extent provided under Article 19.3 of the Original JV Contract).

3.1	The aggregate purchase price for the Transferred Shares (the “Purchase Price”) shall be an amount equal to (i) the Completion Payment, plus (ii) the Adjustment Amount. The Purchase Price shall be payable and subject to adjustment as provided herein.

3.2	The Completion Payment shall be paid by the Purchaser to the Seller upon Completion.

3.3	Completion shall take place on the first Business Day of the calendar month following the satisfaction or waiver of the Conditions Precedent, at the offices of King & Wood Mallesons, 17th Floor, One ICC, Shanghai ICC, 999 Huai Hai Road

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3.4

No later than seven Business Days prior to the Completion Date, the Seller shall deliver to the Purchaser the Estimated Closing Statement. The Purchaser shall have an opportunity to review the Estimated Closing Statement and shall be provided reasonable access to the books, records and other relevant information of the Seller and its Representatives to the extent reasonably necessary to review such Estimated Closing Statement.

3.5

(a)    As soon as reasonably practicable, but in no event later than 60 days following the Completion Date, the Purchaser shall prepare and deliver to the Seller the Completion Statement. During the 60-day period immediately following the Seller's receipt of the Completion Statement (the “Review Period”), the Seller and its Representatives shall be provided reasonable access, to the extent the Purchaser has the contractual or legal ability to provide such access, to the books, records and other relevant information of the Company, the Purchaser and its Representatives to the extent reasonably necessary to review such Completion Statement; provided that prior to obtaining such access, the Seller shall have executed a non-disclosure agreement on reasonable and customary terms. During the Review Period, the Purchaser shall make reasonably available personnel of the Purchaser and its Affiliates (including the Company) directly responsible for and knowledgeable about the information used in, and the preparation of, such Completion Statement in order to respond to reasonable inquiries made by the Seller and its Representatives. On or prior to the last day of the Review Period, the Seller may object to the Completion Statement relating to such Review Period by delivering to the Purchaser a written statement setting forth the basis for the Seller's objections thereto (the “Statement of Objections”). If the Seller fails to deliver such Statement of Objections within the Review Period, the Completion Statement shall be deemed to have been accepted by the Seller and shall be used in calculating the Adjustment Amount. If the Seller delivers such Statement of Objections within the Review Period, the Parties shall negotiate in good faith to resolve such objections, and, if the same are so resolved, the Completion Statement with such changes that may have been previously agreed in writing by the Parties shall be final and binding and shall be used in calculating the Adjustment Amount. If, within 30 days after the expiry of the Review Period, the Parties shall fail to reach an agreement with respect to any of the matters set forth in the Statement of Objections, then such unresolved matters shall be submitted for resolution to Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to the Seller and the Purchaser) (the “Accounting Expert”). The Accounting Expert shall, limiting its review to matters properly included in the Statement of Objections and acting as an expert and not as an arbitrator, resolve the disputes set forth in the Statement of Objections and make any corresponding adjustments to the Completion Statement. Subject to, and to the extent permitted by, any applicable Laws, the Parties shall each make readily available, to the extent the Parties have the contractual or legal ability to make available, to the Accounting Expert all relevant books, records and other information relating to the Company. Each Party shall concurrently provide the other Party with copies of all such materials and information provided by such Party to the Accounting Expert. The Parties shall jointly instruct the Accounting Expert to make a determination in accordance with U.S. generally accepted accounting principles as soon as practicable within 30 days (or such other time as the Parties shall agree in writing) after its engagement and to select, with respect to each item in dispute, an amount between or equal to the Purchaser's position on the Completion Statement and the Seller's position in the Estimated Closing Statement. The Accounting Expert's resolution of the disputes set forth in the applicable Statement of Objections and the Completion Statement, with any such adjustments made by the Accounting Expert, shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees of the Accounting Expert shall be divided between the Purchaser, on the one hand, and the Seller, on the other hand, in proportion to the aggregate dollar amount unsuccessfully disputed by such Party in connection with the Completion, divided by the aggregate Dollar amount of items submitted to the Accounting Expert in connection with the Completion.

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3.6	If the Purchaser fails to make any payment when due hereunder, without prejudice to any other rights or remedies of the Seller, including, without limitation, damages, the Seller shall have the right to seek specific performance of the Purchaser's obligation to make such payment hereunder.

4.1

(A) The obligation of the Seller to consummate the transfer of the Transferred Shares as contemplated by this Agreement is subject to the fulfillment of each of the conditions set forth in paragraphs (a) through (e), (h) and (i) below, and (B) the obligation of the Purchaser to consummate the transfer of the Transferred Shares as contemplated by this Agreement is subject to the fulfillment of each of the conditions set forth in paragraphs (a) through (g) and (j) below:

(a)	the Board of Directors of the Company having passed a unanimous resolution approving the transfer of the Transferred Shares contemplated hereunder, the New JV Contract and the New Articles of Association;

(b)	the New JV Contract and the New Articles of Association having been executed by all parties thereto;

(c)

the Company having obtained the MOFCOM Approval, the Anti-trust Clearance (if required), the CBRC Approval and all other Requisite Approvals from the relevant Approval Authorities approving this Agreement, the transfer of the Transferred Shares, the New JV Contract and the New Articles of Association; provided that such approvals shall not alter the terms of this Agreement, the New JV Contract and the New Articles of Association in any way that relates to the material rights and obligations of a Party;

(d)	the Company having obtained the Revised Business License reflecting the Purchaser as the new shareholder of the Company;

(e)	the Company having obtained such waivers and consents signed by the Ongoing Members as the Purchaser may reasonably request to enable the Purchaser to be registered as holder of the Transferred Shares;

(f)

each of the representations and warranties of the Seller contained in Article 5 shall be true and correct as of the date hereof and as of the Completion Date as though made at and as of the Completion Date, except (i) for such representations and warranties that are made only as of a specific date, which shall be true and correct as of such date, and (ii) where the failures of such representations and warranties to be true and correct have not had and would not have a Company Material Adverse Effect (disregarding for purposes of this clause (ii) any limitations as to materiality or Company Material Adverse Effect set forth in such representations and warranties); provided that the Seller Fundamental Representations shall be true and correct in all material respects as written as of the date hereof and as of the Completion Date;

(g)	the covenants and agreements of the Seller set forth in this Agreement to be performed at or prior to the Completion shall have been duly performed in all material respects;

(h)

each of the representations and warranties of the Purchaser contained in Article 5 shall be true and correct as of the date hereof and as of the Completion Date as though made at and as of the Completion Date except (i) for such representations and warranties that are made only as of a specific date, which shall be true and correct as of such date, and (ii) where the failures of such representations and warranties to be true and correct have not had and would not have Purchaser Material Adverse Effect (disregarding for purposes of this clause (ii) any limitations as to materiality or Purchaser Material Adverse Effect set forth in such representations and warranties); provided that the Purchaser Fundamental Representations shall be true and correct in all material respects as written as of the date hereof and as of the Completion Date;

(i)	the covenants and agreements of the Purchaser set forth in this Agreement to be performed at or prior to the Completion shall have been duly performed in all material respects; and

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(j)	the Seller shall have completed the Tax filing and settled the Taxes for the capital gain Taxes imposed on the Seller in respect of the Purchase Price set forth in this Agreement, and the Seller shall have received the certificate issued by the PRC tax authority as a proof of the completion of such obligations and delivered a copy of such certificate to Purchaser.

4.2

Notwithstanding Article 4.1, to the extent permitted by applicable Law, (a) the Seller may at any time unilaterally waive in whole or in part and conditionally or unconditionally any of the Conditions Precedent set forth in Article 4.1(h) and (i) by notice in writing to the Purchaser, and (b) the Purchaser may at any time unilaterally waive in whole or in part and conditionally or unconditionally any of the Conditions Precedent set forth in Article 4.1(f), (g) and (j) by notice in writing to the Seller.

4.3

The Seller shall use all commercially reasonable efforts to cause the satisfaction of each of the Conditions Precedent (other than Article 4.1(b), (h) and (i)), and the obtaining of all consents and approvals reasonably necessary or appropriate in connection with the Transaction (including but not limited to those mentioned in Article 4.1). The Purchaser shall use all commercially reasonable efforts to (1) cause the satisfaction of each of the Conditions Precedent in Article 4.1(b), (h) and (i) and (2) cooperate with the Seller and the Company and execute documents and perform acts as requested by the Approval Authorities in relation to Article 4.1(c) and (d).

4.4	The Seller shall, as promptly as practicable upon becoming aware thereof, give notice to the Purchaser of the obtaining or effecting of the relevant Requisite Approvals by the Approval Authorities.

4.5

The Parties agree that all requests and enquiries from any Approval Authority with respect to any Requisite Approval and/or transfer registration shall be addressed by the Parties in consultation with each other, and the Parties shall promptly cooperate with and provide all necessary information and assistance reasonably required by any Approval Authority upon being requested to do so by the other Party; provided that nothing herein shall obligate either Party or its Affiliates to breach any confidentiality obligations owed to any Person.

4.6	Neither the Purchaser nor the Seller may rely on the failure of any condition set forth in Article 4.1 if such failure resulted from such Party's failure to comply with any provision of this Agreement.

4.7	The Seller shall cause its directors appointed to the board of the Company to adopt a resolution approving the transfer of the Transferred Shares contemplated hereunder.

5.1.	The Seller hereby represents and warrants to the Purchaser that, as of the date hereof and as of the Effective Date and the Completion Date:

a)	Incorporation and Standing. The Seller is duly incorporated, validly existing and in good standing under its laws of incorporation;

b)	Power and Authority. The Seller has the requisite power and authority to duly and validly conclude this Agreement and perform its duties and obligations hereunder;

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c)	Binding Effect. Subject to Article 8.1, this Agreement is a valid and effective agreement, and constitutes the Seller's binding and enforceable obligations in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors' rights and to general equity principles;

d)	No Conflicts; Consents. None of the execution of this Agreement by the Seller, the performance of its obligations hereunder or the transfer of the Transferred Shares provided herein does or will:

(i)	conflict with or violate any of its Constituent Documents;

(ii)	violate or result in the breach of any permit or authorization granted by any Government Authority to it, in each case, except as would not, individually or in the aggregate, be reasonably likely to be (A) material to the Company or (B) result in any Criminal Liability;

(iii)	constitute a violation of any Laws, except as would not, individually or in the aggregate, be reasonably likely to be (A) material to the Company or (B) result in any Criminal Liability; or

(iv)	require any authorizations and filings of any Government Authority or any consents or approvals from any other Person that is not a Government Authority, except in connection, or in compliance, with the Laws of the PRC relating to the Transferred Shares;

e)	Solvency.

(i)	No petition has been presented or order made and no meeting convened or resolution passed for the winding up or administration of the Seller or for a liquidator or bankruptcy administrator to be appointed in respect of the Seller;

(ii)	No distress, execution or other process has been levied on any of the assets of the Seller and no liquidator or bankruptcy administrator has been appointed and there is no reason to believe that such a person might be appointed;

(iii)	The Seller is not insolvent, or unable to pay its debts as they fall due, and has not stopped paying its debts as they fall due; and

(iv)	No event analogous to any of the foregoing has occurred in respect of the Seller in or outside the PRC;

f)	No Action or Government Orders. There are no Actions pending, or to the Seller's Knowledge, threatened, against the Seller relating to this Agreement or the Transaction. There are no outstanding Government Orders which are binding on it that would prevent, hinder or delay any part of the Transaction;

g)	Good Title. The Seller has good and marketable title to the Transferred Shares, and the Transferred Shares are free and clear of any Encumbrance (other than Encumbrances arising under applicable securities laws); and

h)	Financial Information. To the Knowledge of the Seller:

(i)

Subject to such exceptions and qualifications as may be reflected in such financial information, the unaudited financial statements as of and for the years ended December 31, 2010 and 2011 and the nine-month period ended September 30, 2012 of the Company (collectively, the “Company Financial Information”) were prepared in accordance with PRC generally accepted accounting principles consistently applied and present fairly, in all material respects, the financial position and results of operations and cash flows of the Company for the periods and as of the dates indicated therein.

(ii)	Except (A) as set forth in the Company Financial Information, (B) for Liabilities incurred by the Company since September 30, 2012 in the ordinary course of the Company's business, consistent with past practice, and (C) for Liabilities that are not material to the Company, there are no Liabilities of the Company.

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5.2.	The Purchaser hereby represents and warrants to the Seller that, as of the date hereof and as of the Effective Date and the Completion Date:

a)	Incorporation and Standing. The Purchaser is duly incorporated, validly existing and in good standing under its laws of incorporation;

b)	Power and Authority. The Purchaser has the requisite power and authority to duly and validly conclude this Agreement and perform its duties and obligations hereunder;

c)	Binding Obligations. Subject to Article 8.1, this Agreement is a valid and effective agreement, and constitutes the Purchaser's binding and enforceable obligations in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors' rights and to general equity principles;

d)	No Conflict; Consents. None of the execution of this Agreement by the Purchaser, the performance of its obligations hereunder or the consummation of the transfer of the Transferred Shares provided herein does or will:

(i)	conflict with or violate any of its Constituent Documents;

(ii)	violate or result in the breach of any permit or authorization granted by any Government Authority to it, other than immaterial violations or breaches of any such permit or authorization;

(iii)	constitute a violation of any Laws, other than immaterial violations of any such Laws; or

(iv)	require any authorizations and filings of any Government Authority or any consents or approvals from any other Person that is not a Government Authority, except in connection, or in compliance, with the Laws of the PRC relating to the Transferred Shares;

e)	Solvency.

(i)	No petition has been presented or order made and no meeting convened or resolution passed for the winding up or administration of the Purchaser or for a liquidator or bankruptcy administrator to be appointed in respect of the Purchaser;

(ii)	No distress, execution or other process has been levied on any of the assets of the Purchaser and no liquidator or bankruptcy administrator has been appointed and there is no reason to believe that such a person might be appointed;

(iii)	The Purchaser is not insolvent, or unable to pay its debts as they fall due, and has not stopped paying its debts as they fall due;

(iv)	No event analogous to any of the foregoing has occurred in respect of the Purchaser in or outside the PRC; and

(v)	The Purchaser will have sufficient immediately available funds prior to or upon Completion to pay the Purchase Price in accordance with Article 3.3; and

f)	No Action or Government Orders. There are no Actions pending or, to the Purchaser's knowledge, threatened, against the Purchaser relating to this Agreement or the Transaction. There are no outstanding Government Orders which are binding on it that would prevent, hinder or delay any part of the Transaction.

6.1	The Seller and the Purchaser shall undertake to keep confidential all information in whatever form, whether technical or commercial, of a confidential nature pertaining to the business of the Company and/or of any of the Parties (hereinafter “Confidential Information”), and to only use such Confidential Information to the extent necessary for the due performance of this Agreement.

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6.2	For the purpose of this Agreement, “Confidential Information” shall mean the information referred to in Article 6.1 but shall not include any document, material or other information that:

(a)	was lawfully in the possession of the receiving Party prior to its disclosure by the disclosing Party;

(b)	is or becomes generally known to the public (other than by breach of this Agreement or any other obligation of confidentiality owed between any of the Parties);

(c)	is or becomes available to the relevant Party other than as a result of a disclosure by a Person bound by an obligation of confidentiality to the other Party; or

(d)	is independently developed by the relevant Party without reference to the Confidential Information.

6.3	Articles 6.1 and 6.2 shall not prohibit disclosure of any information if and to the extent that:

(a)

the disclosure of such information is required by Laws or required or requested by any securities exchange or Government Authority having jurisdiction over it; provided that the Party required to disclose shall provide prior notification of such impending disclosure to the other Party and use all reasonable efforts to preserve the confidentiality of the Confidential Information in complying with such required disclosure, including but not limited to obtaining a protective order to the extent reasonably possible;

(b)

the disclosure is made to the Affiliates of the Purchaser, the Company or the Seller, or to the officers, employees, agents and professional and other advisers (or any of them) of the Purchaser, the Company, the Seller or the Affiliates of the Purchaser, the Company or the Seller, where such Person has a business-related need to have access to the Confidential Information provided that such person undertakes to comply with the provisions hereof in respect of such information as if such person were a party to this Agreement and the Purchaser, the Company or the Seller (as the case may be) shall be liable for any breach of this Article 6 by such Person; or

(c)	the other Party has given its prior written approval to the disclosure.

6.4

Unless required by any Government Authority, Laws or the rules of any securities exchange, no press release or public announcement regarding the Transaction shall be made by any of the Parties without the prior written consent of the other Party. The Parties shall consult with each other prior to consenting to or making any required press releases or public announcements in accordance with any Government Authority or pursuant to any Laws or rules of any securities exchange with respect to the Transaction.

6.5	The obligation of secrecy set out in this Article 6 shall survive any termination of this Agreement for a period of three (3) years and remain in force accordingly.

7.1	Except as otherwise contemplated in this Agreement, from the date of this Agreement until Completion or the termination of this Agreement pursuant to Article 8 (whichever is earlier):

(a)

Each Party shall notify the other Party as soon as practicable after it becomes aware of any fact or circumstance which constitutes or which would or might constitute a breach of any of its representations or warranties in Article 5 or which would or might cause a representation or warranty given by it under Article 5 to be untrue, inaccurate or misleading if given in respect of the facts or circumstances as at the latter date.

(b)	The Seller shall not sell, transfer, dispose of or create any Encumbrance over any Transferred Shares or rights in respect thereof, or, to the extent that it has the contractual or legal ability to do so, not admit or agree to admit any new shareholder in respect to the Company.

(c)	The Seller shall use its commercially reasonable efforts to maintain its or its Affiliate's employment relationship with the Key Person and the Key Person's secondment to the Company and shall not cause the Key Person to leave his employment with the Seller except for cause (and only after notice to, and consultation with, the Purchaser);

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(d)	The Seller shall ensure, to the extent that it has the contractual or legal ability to do so, that the Board of the Company does not make any distribution (whether in cash, stock, equity rights or property), declare or pay any dividend, effect a reduction of the capital, or enter into any contractual commitment to effect any of the foregoing.

7.2	As soon as practicable following the date hereof, and in the case of clause (a), in any event prior to Completion, the Seller shall procure, to the extent that it has the contractual or legal ability to do so, that the Company:

(a)	complies with any and all of the Company's obligations to provide any notifications or obtain any consents or waivers in respect of the Transaction, the New JV Contract and the New Articles of Association, under any binding agreement, arrangement, commitment, indemnity, lease, license or understanding entered into by the Company; and

(b)	provides all necessary notifications to, and effects all necessary registrations and filings with, all applicable Government Authorities to reflect the current name of the Seller as the shareholder of record of the Company.

(c)

delivers to the Purchaser (i) audited financial statements of the Company as at December 31, 2010, 2011 and 2012 and related statements of income and shareholders' equity for the fiscal years then ended of the Company, prepared in accordance with PRC generally accepted accounting principles, (ii) an audited reconciliation to U.S. generally accepted accounting principles at December 31, 2010, 2011 and 2012 to the extent required pursuant to Rule 3-05 of Regulation S-X and (iii) such other financial statements as may be required in order for the Purchaser to meet its reporting obligations under United States securities Laws (collectively, the “Historical Financial Statements”). The Seller and the Purchaser shall bear all costs and expenses associated with the audit and preparation of the Historical Financial Statements equally, along with the audit report and any comfort letters in connection therewith. The Purchaser and its Affiliates shall cooperate with the Seller and take all such actions as the Seller or its auditor may reasonably request in connection with the preparation of the Historical Financial Statements; and

(d)	provides to the Purchaser reasonable access to the books, records and other relevant information (including any work with respect to the reconciliation of PRC generally accepted accounting principles with U.S. generally accepted accounting principles) of the Company to the extent reasonably necessary to prepare any required financial statements, Tax filings or regulatory filings of the Purchaser.

7.3	Non-Compete.

(a)

During the period beginning on the Completion Date and ending on the third anniversary of the Completion Date (any such period, a “Non-Compete Term”), the Seller and its Controlled Affiliates (the “Restricted Persons”) shall not, directly or indirectly, anywhere in China (the “Restricted Territory”), originate or service consumer, wholesale or commercial motor vehicle loans and leases, or directly or indirectly own an interest in, manage, operate, finance or Control any Person that provides any such products or services in the Restricted Territory (collectively, the “Restricted Activity”).

(b)	Notwithstanding the foregoing, nothing in this Agreement shall prohibit or in any way limit:

(i)	any Person other than the Restricted Persons from conducting any Restricted Activity;

(ii)	any Restricted Person from performing any act or conducting any business expressly required by this Agreement or any other Transaction Document;

(iii)

any Restricted Person from acquiring, owning or holding up to 4.99% of the outstanding securities of an entity whose securities are listed and traded on a nationally recognized securities exchange or market, whether or not in the United States of America (provided that no Restricted Person may otherwise Control the business or affairs of such entity) or holding or exercising rights of ownership with respect to a security in a fiduciary, custodial or agency capacity or otherwise for the benefit of or on behalf of customers or other un-Affiliated beneficiaries;

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(iv)	any Restricted Person from making passive investments for general insurance accounts or investment management activities in the ordinary course of its business;

(v)

the ownership of, any affiliation with, or the conduct of any other activity with respect to, a Person that conducts, either directly or indirectly, a Restricted Activity (any such Person, together with all of its Affiliates, a “Competing Person”) that is the result of (1) a merger, consolidation, share exchange, sale or purchase of assets, scheme of arrangement or similar business combination involving any Restricted Person with any Competing Person or (2) the acquisition of any Competing Person or any Equity Interests in any Competing Person by any Restricted Person, if, in the case of either (1) or (2):

(vi)

any Restricted Person from acquiring a Competing Person or more than 4.99% of the outstanding Equity Interests in any Competing Person that generated total consolidated revenues in its most recently completed fiscal year prior to such acquisition from activities that constitute Restricted Activities in excess of the thresholds set forth in Article 7.3(b)(v); provided, however, that such Restricted Person shall use its reasonable best efforts to (i) divest, within one year of its acquisition a sufficient portion of such Competing Person necessary to satisfy such thresholds and (ii) after such divestiture has occurred, not exceed such thresholds for the duration of the remaining Non-Compete Term;

(vii)

(A) any Person not Affiliated with the Seller that acquires the Seller or any of its Affiliates or their respective successors or substantially all of their respective assets or business, or any of such Person's Affiliates or (B) any Person resulting from any merger, consolidation, share exchange, sale or purchase of assets, scheme of arrangement or similar business combination (a “Business Combination”) of the Seller or any of its successors with or into any other Person not Affiliated with the Seller, or any of such Person's Affiliates, if (1) the directors of the Seller immediately prior to such transaction do not serve as a majority of the directors of the surviving Person or direct or indirect parent of the surviving Person following such Business Combination, and (2) the equity holders of the Seller or any successor immediately before such Business Combination own, immediately following such transaction no more than 50% of the outstanding capital stock of the surviving Person or the direct or indirect parent of the surviving Person;

(ix)	any Restricted Person from continuing any businesses or operations in wind-down or liquidation that are not being acquired by the Purchaser pursuant to this Agreement; provided, however, that such Restricted Person shall not conduct any Restricted Activity not already conducted prior to such Closing;

(b)	Nothing in this Agreement shall require any Restricted Person to terminate any instruments or contracts of or with any customers, clients or other third party beneficiaries in effect as of the date hereof, or prohibit or otherwise limit

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(c)

Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that (i) no current or future Affiliate of the Seller (or any of such Affiliate's direct or indirect Subsidiaries) shall be subject to any of the restrictions or requirements set forth in this Article 7.3 at any time following the date on which the Seller, directly or indirectly, no longer Controls such Person; and (ii) no current or future Affiliates of the Seller (or any of such Affiliate's direct or indirect Subsidiaries) shall be subject to any of the restrictions or requirements set forth in this Article 7.3 at any time for conducting a Restricted Activity outside of any Restricted Territory for the benefit of customers, clients or other third party beneficiaries who also may reside or otherwise have a presence within a Restricted Territory.

(d)

The Seller acknowledges that the covenants in this Article 7.3 are necessary in order to induce the Purchaser to enter into and consummate the transactions contemplated by this Agreement, are required by the Purchaser in connection with the transactions contemplated by this Agreement, and that the Purchaser would not enter into and consummate the transactions contemplated by this Agreement without the agreement of the Seller to the covenants contained in this Article 7.3. In the event that any of the provisions of this Article 7.3 should ever be finally adjudicated to exceed the time, scope, geographic or other limitations permitted by applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, scope, geographic or other limitations enforceable under applicable Law.

7.4	Transition Arrangements.

(a)

Subject to applicable Law, between the date of this Agreement and the earlier of Completion and the termination of this Agreement, each Party shall reasonably cooperate with the other Party to assist each other in planning and implementing necessary and appropriate policies, procedures and other arrangements in connection with the termination or transition of any services, technology or other support which the Seller has agreed to provide to the Company under each of the agreements attached to the Original JV Contract.

(b)	The Parties shall use their commercially reasonable efforts to obtain any consents and approvals and make any other notifications that may be required in connection with paragraph (a) above.

7.5	Further Assurances.

(a)

Each Party shall use its commercially reasonable efforts to do and perform, or cause to be done and performed, all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as may be necessary or desirable to assure fully to the Purchaser, all of the Transferred Shares and all rights, title, interest, remedies, powers and privileges in respect thereof and to otherwise give effect to the terms and intent of this Agreement.

(b)	Each Party shall execute and perform its respective obligations under this Agreement in compliance with applicable Laws in all material respects.

8.1	This Agreement shall come into effect as of the date hereof (provided that any portion of this Agreement that requires the approval of any Government Authority shall not come into effect until such approval has been obtained) and the transfer of Transferred Shares contemplated under this Agreement shall become effective when the Revised Approval Certificate has been issued.

8.2	This Agreement may be terminated as follows:

(a)

At the election of the Seller or the Purchaser, if all Requisite Approvals shall not have been obtained or effectuated on or prior to the Outside Date, provided that (i) the terminating Party is not in material default of any of its obligations hereunder and (ii) the right to terminate this Agreement pursuant to this Article 8 shall not be available to any Party whose breach of any provision of this Agreement has been the cause of, or resulted, directly or indirectly, in, the failure to obtain or effectuate the Requisite Approvals;

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(b)	By mutual written consent of the Seller and the Purchaser to terminate this Agreement;

(c)	At the election of the Seller, if the Purchaser does not comply with its obligations under Article 3.2;

(d)

At the election of the Seller or the Purchaser, in the event of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of the other Party, which breach would, individually or in the aggregate, result in, if occurring or continuing on the Completion Date, the failure of any condition to the terminating Party's obligations set forth in Article 7 to be satisfied, and which cannot be or has not been cured within 45 days after the giving of written notice to the breaching Party of such breach (or by the Outside Date, if earlier); provided, however, that the right to terminate this Agreement under this Section 8.2(d) shall not be available to any Party if the would-be terminating Party is then in material breach of its representations, warranties, agreements and covenants hereunder; or

(f)	at the election of the applicable Party pursuant to the second paragraph of Article 4.5.

8.3

In the event of termination by the Purchaser or the Seller pursuant to Article 8.2, written notice shall be immediately given to the other Party and the transfer of Transferred Shares shall be abandoned, without further actions by the Purchaser or the Seller. In such event, each Party shall be relieved of its duties and obligations as of the date of termination and such termination shall be without liability for either Party, provided that no such termination shall relieve any Party from liability for any breach of this Agreement committed prior to the date of termination.

8.4	Except as set forth in Article 8.2, neither Party shall have right to terminate this Agreement.

9.1

Subject to the limitations of liability set out in Article 9.2 and without prejudice to any other rights of the non-breaching Party including, without limitation, the right to terminate this Agreement as set out hereunder, the breaching Party agree to indemnify and hold harmless the non-breaching Party and its Affiliates from and against all losses, liabilities, costs, damages, and all claims of whichever kind and nature, asserted by any third party or Government Authority against or incurred by the non-breaching Party and its Affiliates and resulting from the breach by the breaching Party of any of the breaching Party's representations, warranties, covenants or any other obligation of the breaching Party under this Agreement or in relation to responsibilities and liabilities that according to this Agreement (“Losses”) shall remain and/or rest with the breaching Party. In any such case the breaching Party shall put the non-breaching Party and its Affiliates in a position as it would financially be in, if the breaching Party had not breached any of its representations, warranties, covenants or obligations hereunder.

9.2	Limitations.

(a)	The representations, warranties, covenants and obligations of the Parties contained in this Agreement shall survive in full force and effect until 5:00 p.m. Shanghai time on the date that is 540 days after the Completion Date, at which time they shall terminate (and no claims shall be made for indemnification under Article 9.1 thereafter), except:

(i)	the Seller Fundamental Representations and Purchaser Fundamental Representations shall survive until 5:00 p.m. Shanghai time on the date that is the later of (i) 60 days after the expiration of any applicable statute of limitations and (ii) the tenth anniversary of the Completion Date; and

(ii)

(a) the covenants and obligations that by their terms apply or to the extent they are to be performed in whole or in part after Completion shall survive for the period provided in such covenants and obligations, or until fully performed and (b) the covenants and obligations that by their terms apply or to the extent that they are to be performed in their entirety on or prior to Completion shall survive until 5:00 p.m. Shanghai time on the date that is 270 days after Completion.

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(b)

The maximum aggregate liability of the Seller in respect of (a) a breach of (i) any Seller Fundamental Representation or (ii) any covenant or other obligation contained in this Agreement shall not exceed the Purchase Price, and (b) a breach of any other representation or warranty under this Agreement shall not exceed 15% of the Purchase Price; provided, however, that in respect of clauses (a)(ii) and (b) only, (A) no liability shall attach to the Seller in respect of any claim unless the aggregate amount of Losses suffered by the Purchaser and its Affiliates exceeds US$125,000 (or the equivalent thereof in other currencies), and (B) the Seller shall only be liable for Losses in excess of 2% of the Purchase Price.

(c)	Purchaser shall not be entitled to recover from Seller under this Article 9 or under any Transaction Document more than once in respect of the same Loss (notwithstanding that such Loss may result from breaches of multiple provisions of this Agreement).

(d)

The amount of any Loss for which indemnification is provided under this Article 9 shall be net of any amounts (i) actually recovered by the Purchaser under insurance policies with respect to such Loss, (ii) for which a reserve, provision or accrual is reflected in the Completion Statement, (iii) resulting from any Tax benefit actually realized or (iv) actually recovered by the Company for the benefit of the Purchaser (in an amount proportionate to the Purchaser's equity interest in the Company). If the Seller is liable to pay, or has paid, an amount in discharge of any claim under this Agreement and the Purchaser directly or indirectly recovers or is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Purchaser (in whole or in part) in respect of the Loss which is the subject matter of the claim, then (A) in the case of amounts Seller is liable to pay, the Purchaser shall procure that all commercially reasonable steps are taken to enforce recovery against the third party and any actual recovery (less any reasonable costs and expenses incurred in obtaining such recovery) shall reduce or satisfy, as the case may be, such claim to the extent of such recovery, and (B) in the case of amounts the Seller has paid, pay to the Seller as soon as practicable after receipt an amount equal to (i) any sum recovered from the third party less any reasonable costs and expenses incurred in obtaining such recovery or (ii) if less, the amount previously paid by the Seller to the Purchaser. The Purchaser shall cause that all commercially reasonable steps are taken and all commercially reasonable assistance is given to avoid or mitigate any Losses, which in the absence of mitigation might give rise to or increase a Loss in respect of any claim under this Article 9.

(e)

Each Party acknowledges and agrees that (a) prior to the Completion, other than in the case of actual fraud by the Seller, the sole and exclusive remedies of the Purchaser for any breach of any of the representations and warranties of the Seller contained in this Agreement shall be, (i) in the event that each of the Conditions Precedent has not been satisfied or waived, refusal to close the Transaction and (ii) the right to terminate this Agreement pursuant to Article 8.2 subject to the terms set forth therein; (b) following the Completion, the indemnification provisions of this Article 9 shall be the sole and exclusive remedies of the Parties for any breach of the representations or warranties contained in this Agreement except in the case of fraud or willful breach and (ii) notwithstanding anything to the contrary contained herein, no breach of any representation, warranty, covenant or obligation contained herein shall give rise to any right on the part of either Party to rescind this Agreement or the Transaction; and (c) following Completion, the indemnification provisions of this Article 9 shall be the sole and exclusive monetary remedies of the Parties for any breach or non-fulfillment of any covenant.

9.3	Notwithstanding any provision of this Agreement, neither Party shall be liable for any indirect or consequential damages or punitive liability in connection with any claim under this Agreement.

9.4

The Parties agree that irreparable harm would occur if any of the provisions of Article 6 (Obligation of Secrecy) and Article 7.3 (Non-Compete) were not performed in accordance with the terms thereof or if the Seller fails to effect the Transaction in accordance with the terms of this Agreement, and that the Party which is affected by such failure to perform shall be entitled to seek an injunction or injunctions (or similar remedy(ies)) to prevent breaches of this Agreement to enforce specifically the performance of the terms and provisions hereof in any court or courts having jurisdiction over the Party against whom any injunction (or similar remedy) is being sought.

9.5	No information provided to or obtained by the Purchaser after the execution of this Agreement shall limit or otherwise affect the remedies available hereunder to the Purchaser (including Purchaser's right to seek indemnification pursuant to this Article 9), or the representations or warranties of, or the conditions to the obligations of, the Parties.

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11.1	In the event any dispute arises between the Parties out of or in relation to this Agreement, including but not limited to any dispute regarding its breach, termination or validity, the Parties shall attempt in the first instance to resolve such dispute through friendly consultations.

11.2

Any dispute arising from, out of or in connection with this Contract shall be settled through friendly consultations between the Parties. Such consultations shall begin immediately after one Party has delivered to the other Party a written request for such consultation. If within ninety (90) days following the date on which such notice is given, the dispute cannot be settled through mutual consultations, the dispute shall be submitted to arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rule”) for the time being in force.

12.1

No failure to exercise and delay in exercising any right, power or remedy under this Agreement will be deemed as a waiver. Nor will any single or partial exercise of any right, power or remedy preclude any further exercise of such right, power or remedy. No waiver of any of the provisions of this Agreement will constitute a waiver of any of the rights or remedies of the Party entitled to the benefit of such provisions unless made in writing and executed by such Party.

12.2	Should any provision of this Agreement be or become invalid or unenforceable, the validity of the remaining provisions of this Agreement shall not be affected thereby. The Parties shall endeavor to agree on a replacement which is closest to the business intention of the Parties at the time of signing this Agreement.

12.3

Each Party shall be responsible for its own taxes, costs and expenses incurred by it in connection with the Transaction and the preparation, negotiation and execution of this Agreement in accordance with Law. For the avoidance of doubt, the Seller shall be responsible for, and the Purchaser shall not withhold on account of, any tax determined by reference to the net gains of the Seller that is imposed as a result of the Transaction.

12.4	No amendment or variation of this Agreement shall be effective unless made in writing and signed by and on behalf of each of the Parties and approved by the relevant Approval Authorities.

12.5	None of the Parties shall be entitled to assign or transfer any rights and benefits it is entitled to hereunder without the prior written consent of the other Party.

12.6	This Agreement constitutes the entire agreement of the Parties and supersedes all prior agreements and undertakings, both written and oral, between the Parties with respect to the subject matter hereof.

(i)	in writing in English; and

(ii)	delivered by hand, fax, registered mail or by courier using an internationally recognized courier company, or transmitted by email.

(b)	A Notice to any Party shall be sent to such party at the following address, or such other Person or address as such Party may designate by delivery of notice in writing to the other Party.

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(i)	If to the Seller, to:

Attention:	W. Jay Clayton

Facsimile:	(212) 558-3588

Email:	claytonw@sullcrom.com

Attention:	Mark Schaub

Facsimile:	+86 21 2412 6250

Email:	schaub@cn.kwm.com

(ii)	If to Purchaser, to:

Attention:	Chief Financial Officer

Facsimile:	(817) 302-7915

Email:	chris.choate@gmfinancial.com

Attention:	Frederick S. Green

Facsimile:	(212) 310-8007

Email:	frederick.green@weil.com

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(c)	A Notice shall be effective upon receipt and shall be deemed to have been received:

(i)	at the time of delivery, if delivered by hand, registered post or courier; or

(ii)	upon confirmation by telephone or electronic correspondence of receipt thereof, if sent by fax or email, excluding, however, any answer or confirmation automatically generated by electronic means (such as out-of-office replies).

12.9	This Agreement shall be signed in English and Chinese in eight (8) originals, each party shall hold one original in each language and the others shall be for approval and registration with the relevant Approval Authorities, Registration Authority and any other relevant Government Authority.

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(a)	Includes Reorganization gains, net of $128.2 billion in the period January 1, 2009 through July 9, 2009.

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(i)	The compensation committee of General Motors Company has discussed, reviewed, and evaluated with the senior risk officer at least every six months during the period beginning on January 1, 2012 and ending with December 31, 2012, senior executive officer (SEO) compensation plans and employee compensation plans and the risks these plans pose to General Motors Holdings LLC;

(ii)

The compensation committee of General Motors Company has identified and limited during the period beginning on January 1, 2012 and ending with December 31, 2012 any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of General Motors Holdings LLC and has identified any features of the employee compensation plans that pose risks to General Motors Holdings LLC and has limited those features to ensure that General Motors Holdings LLC is not unnecessarily exposed to risks;

(iii)	The compensation committee has reviewed at least every six months during the period beginning on January 1, 2012 and ending with December 31, 2012 the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of General Motors Holdings LLC to enhance the compensation of an employee and has limited any such features;

(iv)	The compensation committee of General Motors Company will certify to the reviews of the SEO compensation plans and employee compensation plans required under (i) and (iii) above;

(v)	The compensation committee of General Motors Company will provide a narrative description of how it limited during any part of the most recently completed fiscal year that was a TARP period the features in

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(vi)

General Motors Holdings LLC has required that bonus payments to SEOs or any of the next twenty most highly compensated employees, as defined in the regulations and guidance established under section 111 of EESA (bonus payments), be subject to a recovery or ''clawback'' provision during any part of the most recently completed fiscal year that was a TARP period if the bonus payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria;

(vii)	General Motors Holdings LLC has prohibited any golden parachute payment, as defined in the regulations and guidance established under section 111 of EESA, to a SEO or any of the next five most highly compensated employees during the period beginning on January 1, 2012 and ending with December 31, 2012;

(viii)

General Motors Holdings LLC has limited bonus payments to its applicable employees in accordance with section 111 of EESA and the regulations and guidance established thereunder during the period beginning on January 1, 2012 and ending with December 31, 2012 and has received or is in the process of receiving approvals from the Office of the Special Master for TARP Executive Compensation for compensation payments and structures as required under the regulations and guidance established under section 111 of EESA, and has not made any payments inconsistent with those approved payments and structures;

(ix)

General Motors Holdings LLC and its employees have complied with the excessive or luxury expenditures policy, as defined in the regulations and guidance established under section 111 of EESA, during the period beginning on January 1, 2012 and ending with December 31, 2012; and any expenses that, pursuant to the policy, required approval of the board of directors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility, were properly approved;

(x)	General Motors Company will permit a non-binding shareholder resolution in compliance with any applicable Federal securities rules and regulations on the disclosures provided under the Federal securities laws related to SEO compensation paid or accrued during any part of the most recently completed fiscal year that was a TARP period;

(xi)

General Motors Holdings LLC will disclose the amount, nature, and justification for the offering, during the period beginning on January 1, 2012 and ending with December 31, 2012, of any perquisites, as defined in the regulations and guidance established under section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus payment limitations identified in paragraph (viii);

(xii)

General Motors Holdings LLC, either directly or through the Executive Privileges and Compensation Compliance Certificate provided by the Executive Compensation Committee, will disclose whether General Motors Holdings LLC, the board of directors of General Motors Company, or the compensation committee of General Motors Company has engaged during the period beginning on January 1, 2012 and ending with December 31, 2012 a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period;

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(xiii)	General Motors Holdings LLC has prohibited the payment of any gross-ups, as defined in the regulations and guidance established under section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during the period beginning on January 1, 2012 and ending with December 31, 2012;

(xiv)	General Motors Holdings LLC has substantially complied with all other requirements related to employee compensation that are provided in the agreement between General Motors Holdings LLC and Treasury, including any amendments;

(xv)	General Motors Holdings LLC has submitted to Treasury a complete and accurate list of the SEOs and the twenty next most highly compensated employees for the current fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, and with the name, title, and employer of each SEO and most highly compensated employee identified; and

(xvi)	I understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both.