---

---

---

---

---

---

(a)	North America vehicle sales primarily represent sales to the end customer. Europe, Asia/Pacific, Middle East and Africa and South America 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; however, revenue is not recognized at the date of initial delivery due to guaranteed repurchase obligations.

(c)	Vehicle sales data may include rounding differences.

(d)	Includes the vehicle sales for joint ventures in the table below. Joint venture vehicle sales for General Motors India Private Limited and Chevrolet Sales India Private Limited (collectively GM India) are included in the table below through August 31, 2012. Refer to Notes 3 and 8 to our consolidated financial statements for further detail on our joint ventures and the acquisition of GM India.

(e)

Our vehicle sales volumes in the year ended December 31, 2013 reflect continued recovery in the U.S. despite an intense competitive environment. Growth was largely attributed to new portfolio entries. Our vehicle sales volumes in the year ended December 31, 2012 reflect an intensified competitive environment in the U.S., including aggressive competitor pricing and media spending, as well as key competitor new product launches. Our vehicle sales volumes in the year ended December 31, 2011 reflect the moderate improvement in certain facets of the U.S. economy which contributed to a slow but steady improvement in U.S. industry vehicle sales, as well as increased volumes in Russia and China.

---

---

---

---

---

---

---

---

---

---

---

(a)	Increase in GMNA employees in the year ended December 31, 2013 includes an increase of approximately 4,000 employees due to insourcing of certain information technology support functions that were previously provided by outside parties and an increase of approximately 3,000 employees due to increase in launches and ramp up in manufacturing volume.

(b)	Increase in GMIO employees in the year ended December 31, 2012 includes an increase of 4,000 employees due to the acquisition of GM India. Refer to Note 3 to our consolidated financial statements for detail regarding the acquisition.

(c)	Increase in GM Financial employees in the year ended December 31, 2013 is due to the acquisition of certain Ally Financial international operations.

---

(a)	Retiring effective April 1, 2014.

---

---

---

•	investments in our product portfolio;

•	a revised brand strategy;

•	significant management changes;

•	reducing material, development and production costs; and

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

---

•	The ability to close the acquisition of GMAC-SAIC and integrate the acquired Ally Financial international operations into its business successfully;

•	The availability of borrowings under its credit facilities to fund its consumer and dealer finance activities pending securitization;

•	Its ability to transfer finance receivables and leases to securitization trusts and sell securities in the asset-backed securities market to generate cash proceeds to repay its credit facilities and fund additional finance receivables and leases;

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

•	Wholesale auction values of used vehicles;

•	Higher than expected vehicle return rates and the residual value performance on vehicles GM Financial leases; and

•	Fluctuations in interest rates and currencies.

---

---

•	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;

•	Liabilities resulting from U.S. and foreign laws and regulations, including those related to the Foreign Corrupt Practices Act and certain other anti-corruption laws;

•	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.

---

---

---

---

---

(a)

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 Restricted Stock Units 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 23 to our consolidated financial statements for additional details on employee stock incentive plans and Note 21 to our consolidated financial statements for additional details on warrants issued.

---

(a)	GM Financial was consolidated effective October 1, 2010. GM Financial acquired Ally Financial's international operations in Europe and Latin America in the year ended December 31, 2013.

(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 was a participating security due to the applicable market value of our common stock being below $33.00 per common share. Refer to Note 22 to our consolidated financial statements for additional detail.

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

(f)	In September 2013 we purchased 120 million shares of our Series A Preferred Stock held by the New VEBA for $3.2 billion. In December 2010 we purchased 84 million shares from the UST for $2.1 billion.

(g)	In December 2013 all of our Series B Preferred Stock automatically converted into 137 million shares of our common stock. Our Series B Preferred Stock was issued in a public offering in November and December 2010.

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

---

•	Deliver a product portfolio of the world’s best vehicles that includes cars, crossovers and trucks, allowing us to maximize sales under any market condition;

•	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

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

---

---

---

---

---

---

---

---

---

---

---

---

---

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

---

---

---

---

---

---

---

---

---

---

---

(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.

---

(a)	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, 2013.

(b)	GM Financial interest payments were determined using the interest rate in effect at December 31, 2013 for floating rate debt and the contractual rates for fixed rate debt. GM Financial interest payments on floating rate tranches of the securitization notes payable were converted to a fixed rate based on the floating rate plus any expected hedge payments.

(c)	Amounts include OPEB 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.”

(d)	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, 2013.

(e)	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 17 to our consolidated financial statements for further detail.

(f)	Amounts include all expected future payments for both current and expected future service at December 31, 2013 for OPEB obligations for salaried employees and hourly OPEB 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.”

---

---

---

---

•	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 and consolidated international 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.

---

---

---

---

---

---

---

---

---

---

---

---

•	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

•	Level 3 - Instruments whose significant inputs are unobservable.

---

---

---

---

---

---

---

---

---

(a)	The balances and activity of the allowance for commercial loan losses included in the amounts at and for the years ended December 31, 2013 and 2012 were insignificant.

---

---

---

---

---

---

---

---

(a)

Includes GMIO assets whose fair value was $131 million at December 31, 2013. 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, 2013, 2012 and 2011 measured utilizing Level 3 inputs. Fair value measurements of the non-GMIO and 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.

---

(a)	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.

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

(e)	Represents estimated 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.

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

---

(a)	Refer to Note 3 for additional information concerning the acquisitions.

---

---

---

(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.

---

---

---

(a)	Net of a $765 million and $1.1 billion net discount at December 31, 2013 and 2012.

(b)	The fair value of debt includes $6.8 billion and $4.1 billion measured utilizing Level 2 inputs at December 31, 2013 and 2012 and $1.2 billion measured utilizing Level 3 inputs at December 31, 2012.

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

---

---

(a)

The fair value of debt includes $23.0 billion and $11.1 billion measured utilizing Level 2 inputs at December 31, 2013 and 2012 and $6.2 billion measured utilizing Level 3 inputs at December 31, 2013. For revolving credit facilities with variable interest rates and maturities of one year or less, the carrying amount is considered to be a reasonable estimate of fair value. The fair value of other secured debt and the unsecured debt is based on quoted market prices, when available. If quoted market prices are not available, the market value is estimated by discounting future net cash flows expected to be paid using current risk-adjusted rates.

(b)

Includes a private securitization that GM Financial used observable and unobservable inputs to estimate fair value. Unobservable inputs are related to the structuring of the debt into various classes, which is based on public securitizations issued during the same time frame. Observable inputs are used by obtaining active prices based on the securitization debt issued during the same time frame. These observable inputs are then used to create expected market prices (unobservable inputs), which are then applied to the debt classes in order to estimate fair value which would approximate market value.

---

---

(a)	Secured debt, bank lines and other unsecured debt are based on expected payoff date. Senior notes principal amounts are based on maturity.

---

---

---

---

---

(a)	As a result of ceasing the accrual of additional benefits for salaried plan participants, the rate of compensation increase does not have a significant effect on our U.S. pension and OPEB plans.

---

(a)	Primarily includes private equity, real estate and absolute return strategies which mainly consist of hedge funds.

---

---

(a)	Includes GM common stock of $2 million and $1.4 billion in Level 1 of U.S. plan assets at December 31, 2013 and 2012.

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

(c)	Includes bank debt obligations.

(d)	Includes private equity investment funds.

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

(f)	Primarily investments sold short.

(g)	Cash held by the plans, net of amounts receivable/payable for unsettled security transactions and payables for investment manager fees, custody fees and other expenses.

---

---

---

---

(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.

(a)	Calculated as future undiscounted payments.

(b)	Includes liabilities recorded of $10 million and $15 million and maximum liabilities of $15.3 billion and $22.1 billion related to Ally Financial repurchase obligations at December 31, 2013 and 2012.

---

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

(b)	At December 31, 2013 and 2012 qualified cardholders had rebates available, net of deferred program revenue, of approximately $2.6 billion and $2.9 billion.

(c)	Recorded in Accrued liabilities.

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

---

---

---

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

---

---

(a)	Includes operating loss and tax credit carryforwards of $16.3 billion expiring through 2033 and $3.0 billion that may be carried forward indefinitely at December 31, 2013.

---

---

(a)	The remaining cash payments related to these reserves for restructuring and other initiatives, including temporary layoff benefits of $353 million, $356 million and $376 million at December 31, 2013, 2012 and 2011 for GMNA, primarily relate to postemployment benefits to be paid.

---

---

---

---

(a)	Included in the computation of net periodic pension and OPEB (income) expense. Refer to Note 15 for additional information.

---

(a)	Includes earned but undeclared dividends of $15 million, $26 million and $26 million on our Series A Preferred Stock in the years ended December 31, 2013, 2012 and 2011 and $20 million on our Series B Preferred Stock in the years ended December 31, 2012 and 2011.

---

---

---

•	Benefit from the release of GM Korea wage litigation accruals of $846 million in GMIO.

•	Property and intangible asset impairment charges of $805 million at Holden and GM India in GMIO.

•	Charges of $745 million related to our plans to cease mainstream distribution of Chevrolet brand in Europe in GMIO.

•	Gain on sale of equity investment in Ally Financial of $483 million in Corporate.

•	Goodwill impairment charges of $481 million in GMIO.

•	Tax benefit of $473 million from remeasurement of uncertain tax position in Corporate.

•	Gain on sale of equity investment in PSA of $152 million in GME.

•	Charge of $162 million in GMSA for the Venezuela currency devaluation.

•	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 $617 million in GMIO and GME.

---

---

(a)

Consists of pension settlement charges of $56 million and charges related to PSA product development agreement of $49 million in GMNA; gain on sale of equity investment in PSA of $152 million in GME; property and intangible asset impairment charges of $774 million, costs related to the withdrawal of the Chevrolet brand in Europe of $621 million and goodwill impairment charges of $442 million, partially offset by GM Korea hourly wage litigation of $577 million and acquisition of GM Korea preferred shares of $67 million in GMIO, all net of noncontrolling interests; Venezuela currency devaluation of $162 million in GMSA; gain on sale of equity investment in Ally Financial of $483 million in Corporate; costs related to the withdrawal of the Chevrolet brand in Europe of $15 million in GM Financial; and income related to various insurance recoveries of $35 million.

---

(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 General Motors Strasbourg S.A.S. 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.

---

(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 GM India 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 8 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.

---

---

---

---

(a)	1.    All Financial Statements and Supplemental Information

(b)	Exhibits

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

(1)	General Motors Holdings LLC, a Delaware limited liability company with headquarter at Renaissance Center, Detroit, MI 48265, USA (“GMH”);

(2)	Peugeot S.A., a French société anonyme with headquarter at 75 Avenue de la Grande Armée, 75116 Paris, France (“PSA”).

(A)	On November 10, 2011, the Parties entered into a Memorandum of Understanding concerning the development and production of a low-cost small car for emerging markets.

(B)

The Parties share the same strategic intent and now contemplate establishing a global strategic alliance with the objective to have joint access to the best platforms within the scope of the Alliance (as defined below). The Alliance has the objective to share capital expenditure and R&D investments in order to generate substantial savings both in the near term as well as over the long term. The Alliance shall foster the continuous exploration of cooperation and synergy areas, and gradually expand the base of common activities to realize the vast synergy potential available to both Parties.

(C)

This Agreement contemplates (a) the sharing and joint development of certain platforms and modules, (b) the creation of a joint global purchasing organization, fully leveraging joint expertise, purchasing power of combined volumes and joint platforms and modules, and (c) a commercial cooperation between GMH and Gefco for the logistics services needs of GMH in certain regions, all in connection with the acquisition by GMH of an equity share in PSA. Possible future steps towards a further convergence of certain operations of GMH and PSA or their Affiliates might be explored in the future.

(D)	This Agreement sets forth the basis of the Alliance, of the Equity Investment (as defined below), and the basis on which the Parties will negotiate and finalize the complete Ancillary Agreements governing the Alliance.

(E)	The Parties are simultaneously herewith on the date hereof executing the Development Agreement and the Purchasing Agreement. The Logistics Agreement was executed on June 29, 2012.

(F)	This Agreement amends and supersedes the Master Agreement signed by the Parties on February 29, 2012, including Amendment 1 signed by the Parties on May 9, 2012.

---

1.	DEFINITIONS and INTERPRETATION

2.	EQUITY SHARE

2.1	Rights Issue and Share Purchase

2.2	Standstill

2.2.1

As from February 29, 2012 until the date which is the later of (i) June 30, 2013 (in the event this Agreement is terminated by either Party in accordance with Section 8.1.5) and (ii) the date on which this Agreement expires or is terminated for any other reason (other than by PSA as a result of a Fundamental Breach by GMH) in accordance herewith (provided, that in the event the Agreement and the Alliance are terminated in accordance with Section 8.7 the obligations set forth in this Section 2.2 shall continue to apply for a period of twelve (12) months after the date of such termination, and in the event this Agreement is terminated by PSA as a result of a Fundamental Breach by GMH, such obligations shall continue to apply until the date on which the Agreement would have expired), GMH and its Affiliates shall not, directly or indirectly or in concert with a third party:

(a)	acquire or offer or agree to acquire by purchase or otherwise, any shares or securities (including derivatives) giving an economic interest (including for the avoidance of doubt cash-settled instruments) in shares or securities or direct or indirect rights to acquire, any shares or securities of PSA or any of its successors;

(b)	seek or propose to influence or control the management or policies of PSA, make or in any way participate, in any solicitation of procurations (notably any “solicitation” of “proxies”) to vote any shares thereof, or seek to advise, direct or influence any person or entity with respect to the voting of any shares of PSA;

---

(c)	publicly announce or cause another person to publicly announce a tender offer for any shares of PSA or any business combination or extraordinary transaction involving PSA or any of its Affiliates or any of their securities or assets unless expressly agreed in writing by PSA following the procedure set forth in Section 2.2.4;

(d)	seek representation on the Supervisory Board or Management Board of PSA or a change in the composition or size of the Supervisory Board or Management Board of PSA;

(e)	make any shareholder proposal to require that a matter be included in the proxy statement (avis de convocation) relating to any shareholders’ meetings of PSA; or

(f)	enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing.

2.2.2	Notwithstanding the foregoing:

(a)

GMH (or an Authorized GMH Affiliate) shall be authorized to acquire or subscribe (including pursuant to the exercise of the rights purchased under the Rights Purchase Agreement and the acquisition of shares under the Share Purchase Agreement directly or indirectly shares or securities of PSA provided that the aggregate number of shares (including shares underlying any securities) owned by GMH (together with any person acting in concert therewith) represents, at all times, not more than 7% of the issued share capital of PSA (it being provided that such percentage shall be adjusted upwards to reflect the effect of any decrease in the capital of PSA after the date of settlement and delivery under the Rights Issue);

(b)

in the event any third party (excluding for the avoidance of doubt the Peugeot Family (or any person acting in concert with GMH or pursuant to an agreement with or at the invitation of GMH) acquires shares of PSA such that such third party (together with any person acting in concert therewith) owns a percentage shareholding (economic interest) in PSA which is higher than the percentage shareholding (economic interest) in PSA held by GMH (together with any person acting in concert therewith), GMH (or an Authorized GMH Affiliate) shall be authorized to purchase additional shares or securities of PSA such that the aggregate number of shares owned by GMH (together with any person acting in concert therewith) represents a percentage not more than the next whole percentage point above the percentage shareholding (in number of shares) held by such third party (together with any person acting in concert therewith); and

(c)	for the avoidance of doubt, nothing in Section 2.2.1 shall prevent any actions by GMH (or an Authorized GMH Affiliate) (i) to enforce its rights as a shareholder of PSA in respect of any breach of fiduciary duty by any member of the PSA Supervisory Board or Management Board, (ii) to enforce its rights under this Agreement or any Ancillary Agreements, (iii) to vote in its best interest on

---

2.2.3	The obligations set forth in Section 2.2.1 shall early terminate:

(a)	if a Competitor (together with any person (other than GMH or any Affiliate thereof) acting in concert therewith) owns, directly or indirectly, shares of PSA representing 10% or more of the issued share capital of PSA;

(b)	if a Competitor (together with any person (other than GMH or any Affiliate thereof) acting in concert therewith) owns, directly or indirectly, shares of PSA representing 5% or more of the issued share capital of PSA and the shares of PSA held by the Peugeot Family directly or indirectly is less than 15% of the issued share capital of PSA;

(c)	if a Competitor (together with any person (other than GMH or any Affiliate thereof) acting in concert therewith) owns, directly or indirectly, shares of PSA representing 3% or more of the issued share capital of PSA if such investment by such Competitor in the share capital of PSA is made pursuant to an agreement with PSA or the Peugeot Family or at the invitation of PSA or the Peugeot Family;

(d)

if the shares of PSA held by the Peugeot Family directly or indirectly are less than 15% of the issued share capital of PSA, excluding any decrease in such shareholding that results from dilution (i.e., from any capital increase with preferential subscription rights which are not fully subscribed by the Peugeot Family) occurring any time after the date of settlement and delivery under the Rights Issue;

(e)	if any third party (alone or in concert with any other person (other than GMH or any of its Affiliates)) shall have filed a voluntary or mandatory tender offer on the securities of PSA which shall have been cleared by the Autorité des marchés financiers (the “AMF”); or

(f)	if an Insolvency Event shall have occurred.

2.2.4	No waiver of this Section 2.2 may be granted without the written consent of PSA, which consent shall only be valid following the approval of the Supervisory Board and the Management Board of PSA.

2.3	Lock-Up

2.3.1

As from February 29, 2012 until the date which is 90 days after February 29, 2012 (the “Lock-Up Period”), neither GMH (nor the Authorized GMH Affiliate if relevant) shall directly or indirectly transfer title to the Shares, grant any right or promise to, enter into any agreement or undertaking with, a third party or announce its intention (i) to transfer the ownership of, or rights in, the Shares (including securities lending, hedging, equity swaps or any other derivative) or (ii) affecting the exercise of any right attached to the Shares (in particular through a fiducie or a trust), or enter into any contract, option or any other

---

2.3.2	Notwithstanding any of the foregoing, the Lock-Up shall automatically terminate in the event of termination of this Agreement in accordance with the terms hereof.

2.3.3

Following the expiration of the Lock-Up, neither GMH nor the relevant Authorized GMH Affiliate shall sell or transfer any Shares to any Competitor (or any person acting in concert therewith, if such concert action has been publicly declared or if GMH is otherwise aware of such concert action); provided that the foregoing shall not prohibit GMH or an Authorized GMH Affiliate from tendering its shares in any tender offer for all the shares of PSA recommended by the Supervisory Board of PSA and cleared by the AMF.

3.	JOINT PRODUCT DEVELOPMENT

3.1

The Parties shall continue to market and sell their vehicles independently and on a competitive basis under their respective brands. With respect to platforms and their components, the Parties shall cooperate on the development of vehicles and their components on shared selected platforms, aiming at the convergence of modules and components, in order to leverage volumes, advance technologies and reduce emissions.

3.2	In order to implement the foregoing, the Parties or their appropriate Affiliates shall enter into:

(i)

a framework development agreement concerning the development of the Products and the ownership and licensing of Intellectual Property relating to the Products, including the terms (other than industrialization and transfer pricing) set out in Exhibit 2 (the “Development Agreement”): the Parties confirm that the Development Agreement executed by the Parties on the date hereof satisfies entirely the obligations of the Parties under this Section 3.2(i);

(ii)	supply agreements concerning the supply of the Products, including the terms concerning industrialization and transfer pricing set out in Exhibit 2 (the “Supply Agreements”); and

(iii)	powertrain supply agreements concerning the supply of engines and transmissions to be installed in the Products, including the terms concerning industrialization and transfer pricing set out in Exhibit 2 (the “Powertrain Supply Agreements”).

4.	JOINT PURCHASING

---

4.1	The strategic intent of the Parties is to operate as a global purchasing organisation in order to enhance the value creation for both Parties. To that effect they shall cooperate with respect to the sourcing of commodities, components and other goods and services from suppliers.

4.2

The Parties shall enter into one or more agreements (the “Purchasing Agreements”) providing for the cooperation on an exclusive basis (within the meaning and subject to certain exceptions as set forth in Exhibit 3) between them or certain Affiliates in purchasing of commodities, components and other goods and services, which shall contain the terms and conditions attached as Exhibit 3 and such other terms and conditions as may be agreed to by the Parties. The Parties confirm that the Purchasing Agreement executed by the Parties on the date hereof satisfies entirely the obligations of the Parties under Sections 4.1 and 4.2, including on the global reach and the exclusivity of the purchasing organization.

4.3	The Purchasing Agreements shall not contemplate mechanisms to measure and balance the benefits of the Alliance for the Parties, but rather focus on enhanced value creation for both Parties.

4.4

The Parties shall establish an equally owned purchasing joint venture company (the “Purchasing JV”) with minimal capital, funding and staffing requirements, also considering (for purposes of determining the minimal capital, funding and staffing) the relevant regulatory implications. The Parties shall define the roles and responsibilities of such company within the Alliance and decide to staff it accordingly, with balanced leadership between GMH and PSA.

5.	LOGISTICS

5.1	GMH and PSA shall establish a strategic, commercial cooperation between GMH and Gefco for the logistics services needs of GMH in certain territories.

5.2

To that effect GMH and Gefco shall enter into an agreement pursuant to which Gefco shall be the exclusive (in agreed territories) third-party provider of logistics and related services, including logistics architecture, logistics service purchases and operational logistics services in such territories, providing (a) incremental business to Gefco and (b) cost savings and most favoured nation treatment to GMH (the “Logistics Agreement”).

6.	GOVERNANCE OF THE ALLIANCE

6.1	General

6.1.1

The Parties shall place a high priority upon the cooperative and harmonious implementation and governance of the Alliance with a view to achieving a successful cooperation via the Alliance in the long-term interest of both Parties. The Chief Executive Officer of GMH and the Chairman of the Managing Board of PSA shall meet from time to time as appropriate to ensure the smooth and efficient functioning of the Alliance.

6.1.2	The Steering Committee (defined below) shall perform its activities in accordance with all legal requirements applicable to the cooperation of independent companies, including all applicable antitrust and securities laws.

6.2	Steering Committee

---

6.2.1	The Parties shall establish a steering committee (the “Steering Committee”) to:

(a)	oversee the implementation of the Alliance and promote its balanced implementation for the benefit of both Parties;

(b)	resolve any controversy or dispute arising out or in connection with this Agreement, the Development Agreement (but only to the extent specified in the Development Agreement), or the Purchasing Agreements (but only to the extent specified in the Purchasing Agreements);

(c)	establish as deemed necessary by the Steering Committee one or more operational committees, each consisting of an equal number of GMH and PSA nominees, to oversee the day-to-day operations and management of the Development Agreement based on guidelines established by the Steering Committee; and

(d)	examine any potential new Products, services, projects or areas of cooperation to be integrated within the scope of the Alliance, provided that the Parties intend to expand the scope of the Alliance to their future activities.

6.2.2	Composition of the Steering Committee

(a)	The steering committee shall be composed of ten (10) individuals (the “SC Members”), five (5) of whom shall be designated by GMH and five (5) of whom shall be designated by PSA, including the Chief Financial Officers of each Party.

(b)	Each Party at any time shall have the right to request the removal of the SC Members designated by it and designate another person to be appointed as a SC Member in his or her place.

(c)	At any time a vacancy is created on the Steering Committee by reason of resignation or any other reason, the Party which originally designated such SC Member shall designate a nominee to fill such vacancy.

6.2.3	Meetings of the Steering Committee

(a)

The Steering Committee shall meet as often as necessary upon written notice by or on behalf of any member of the Steering Committee and in any case shall meet at least four times per year. Any notice of any meeting of the Steering Committee shall be sent to each SC Member, and such notice may be sent by any means (including by email), and such notice shall include an agenda identifying in reasonable detail the matters to be discussed at such meeting together with copies of any relevant documents to be discussed at such meeting. Except in the case of emergency for which a shorter notice period is necessary (in which case reasonable advance notice shall be given to the SC Members sufficient for them to have an opportunity to attend such meeting), the notice of meetings of the Steering Committee shall be sent at least five (5) Business Days before such meeting.

---

(b)	SC Members participating in meetings of the Steering Committee by telephone conference or video conference shall be considered present for the purposes of calculating the quorum for a meeting and the votes on a decision. SC Members may further be represented with proxy by any other individual of their choice.

(c)	The venue of the meetings of the Steering Committee shall be on a rotating basis at the headquarters of GMH in Detroit or the headquarters of PSA in Paris.

(d)	Information provided to the Steering Committee shall be limited to that necessary for the Steering Committee to achieve its objectives as set forth above.

6.2.4	Decisions of the Steering Committee

(a)

The quorum for the decisions of the Steering Committee shall be reached when at least three SC Members appointed by each of the Parties shall be present or represented at the meeting. The decisions of the Steering Committee shall be validly passed by the unanimity of all the SC Members present or represented at the meeting. The language of the meetings of the Steering Committee shall be English and minutes of the meetings shall be written in English and signed by the SC Executives.

(b)	The Parties shall endeavour to ensure that their respective representatives at the Steering Committee shall reach a common position on any matter subject to the decision of the Steering Committee and that they shall not unreasonably withhold their decision as to any matter.

(c)

In the event of disagreement on a subject matter after two successive meetings of the Steering Committee, this subject matter shall be elevated by the SC Executives for the decision by the CEO’s. In such event, unless they are able to agree with respect to such issue within one week after such elevation, they shall meet together physically at a mutually acceptable location within two weeks after such elevation to discuss such issue.

7.	CONDITIONS

7.1	The implementation of the Alliance and the Ancillary Agreements are subject to the following conditions:

(a)	as condition precedent, any required and relevant clearance by any antitrust authorities or other regulatory body (“Regulatory Clearances”); and

(b)	as condition subsequent, the full implementation of the Equity Investment by no later than April 20, 2012. If the Equity Investment is not implemented within such term, unless the Parties agree otherwise, this Agreement shall be terminated and the provisions of Section 10 shall apply.

7.2	Responsibility for Satisfaction

7.2.1	The Parties shall use reasonable endeavours to obtain the Regulatory Clearances as soon as

---

7.2.2	The Parties shall use reasonable endeavours to take promptly all actions necessary to make all such filings required to obtain the Regulatory Clearances.

7.2.3

The Parties agree that all requests and enquiries from any Governmental Authority which relate to the obtaining of the Regulatory Clearances shall be dealt with by the Parties in consultation with each other and the Parties shall promptly co-operate with and provide all necessary information and assistance reasonably required by such Governmental Authority upon being requested to do so by the other. In this respect and except where prohibited by applicable law, the Parties shall provide each other with copies of all filings or correspondence made with any Governmental Authority and to consult with the other prior to taking a position with respect to any filing pursuant hereto, permit the other Party to review and discuss in advance, and to consider in good faith the views of the other Party.

7.2.4	The Parties shall equally share the costs of any Regulatory Clearances required under any applicable laws, including reasonable expenses for advisors. The Parties shall present to the Steering Committee a budget for such expenses and monthly status of their accrual.

8.	COVENANTS

8.1	Negotiation of Ancillary Agreements

8.1.1	The Parties shall negotiate (or cause their Affiliates to negotiate, as appropriate) in good faith to finalize the terms of the Ancillary Agreements in accordance with the targeted deadlines set out in Exhibit 4. The Parties shall establish working committees in respect of each Ancillary Agreement composed of appropriate individuals.

8.1.2	The Parties shall report bi-weekly to the Steering Committee regarding the progress of the negotiation and finalization of the Ancillary Agreement and the Steering Committee shall discuss and resolve issues that may be causing any delay in meeting the targeted deadlines.

8.1.3	The Parties have agreed that all the Initial Ancillary Agreements shall be signed (or in final form and approved by the Steering Committee) by December 31, 2012.

8.1.4

Following January 1, 2013, if for any reason whatsoever any Development Programs (as defined in the Development Agreement) concerning Products agreed under the Development Agreements are terminated, with the effect that there will be fewer than three active Development Programs (“Minimum Development Programs”), the Parties shall replace the cancelled Development Programs with one or more new Development Programs, with the objective to re-establish the Minimum Development Programs. Such new Development Programs will be determined by the Steering Committee. If the Steering Committee fails to agree on such re-establishment of Minimum Development Programs within 60 days following the termination of the relevant Development Program, the Chief Executive Officer of GMH and the Chairman of the Managing Board of PSA shall meet promptly in a mutually agreed location to discuss a solution in good faith. If within the following 40 days the Chief Executive Officer of GMH and the Chairman of the Managing Board of PSA have not agreed on such re-establishment of Minimum Development Programs, the non-breaching Party (in the event the terminated Development Program(s) was(were) terminated for breach) or either

---

8.2	Access to information

8.3	Negotiation and execution of Ancillary Agreements

8.4	Exclusivity

---

8.5	Confidentiality

8.5.1	Except as set forth in Section 8.5.2 and 8.5.4 below, each Party shall, and shall procure that its respective Affiliates shall, treat as strictly confidential and shall not disclose or use any information received or obtained as a result of entering into or implementing this Agreement, the Ancillary Agreements or any agreement entered into pursuant to this Agreement which relates to:

(a)	the existence and provisions of the Alliance, of this Agreement, of the Equity Investment, of any Ancillary Agreement, or of any other agreement entered into pursuant to this Agreement;

(b)	the negotiations relating to this Alliance, this Agreement, the Equity Investment, the Ancillary Agreements and any such other related agreements; or

(c)	any information relating to the business, financial status, intellectual property, know-how, technology, trade secrets of the other Party and its Affiliates

8.5.2	The confidentiality undertaking set forth in Section 8.5.1 shall not prohibit disclosure or use of any information if and to the extent that:

(a)	such disclosure or use is required in connection with the due performance of this Agreement or any Ancillary Agreement;

(b)

such disclosure or use is required by law, any regulatory body or any stock exchange on which the shares of any Party are listed (including where this is required as part of its financial reporting requirements or any actual or potential offering, placing and/or sale of securities of any member of the GMH Group or the PSA Group), provided that any disclosure of information to the works councils of a Party or any of its Affiliates shall be limited to the extent necessary to comply with applicable law and require prior notification to the other Party (without any requirement of translation) and such other Party’s timely and reasonable comments on the content and scope of such disclosure shall be taken into consideration;

(c)	such disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement, the Ancillary Agreements or any other agreement entered into under or pursuant to this Agreement, or the disclosure is made to a tax authority in connection with the tax affairs of the disclosing party;

(d)	such information is or becomes publicly available (other than by breach of the confidentiality undertakings of this Agreement);

---

(e)	such information is obtained free of any restrictions on use or obligations of confidentiality from a third party which is itself free of any restrictions on use or obligations of confidentiality with respect to that information;

(f)	such information is already in the possession of the receiving party and is not subject to obligation of confidentiality or a restriction on use;

(g)	such information is disclosed by a Party to its Affiliates, or to the officers, employees (other than employee representatives) and advisors (including, but not limited to, financial advisors, accountants and attorneys) on a need-to-know basis, and for advisors also under confidentiality obligation; or

(h)

such disclosure is made on a confidential basis to potential purchasers of all or part of Gefco, provided that PSA shall limit the disclosed information to information relevant to the activities of Gefco and in such respect shall obtain the prior consent of GMH in respect of any disclosure of this Agreement, any of the Ancillary Agreements or other agreements entered into pursuant to this Agreement;

8.5.3	Each Party will limit the disclosure of Confidential Information of the other Party within its organization to the appropriate individuals and to the extent necessary to achieve the objectives of the Alliance, on a need-to-know basis.

8.5.4	The obligations set forth in this Section 8.5 supplement any other confidentiality agreement entered into by the Parties with respect to the subject matter hereof and shall remain in full force and effect until the fifth anniversary of the termination or expiration of this Agreement (except as may otherwise be provided in the Ancillary Agreements).

8.5.5	Any public announcement or press release by or on behalf of any Party with respect to this Agreement or the business of the Alliance shall be agreed to in writing by both Parties in advance of such public announcement or press release.

8.6	Interim Period

8.6.1	The Parties recognize that in the period of time between the execution of this Agreement and the execution of the Development Agreements (the “Interim Period”) they might start development or pre-development analysis and work on certain product programs on which they are engaged in advanced discussions, in anticipation of the Development Agreements.

8.6.2	The work carried out by the Parties in the Interim Period shall be minimized and shall not involve the transfer or license of any intellectual property rights between the Parties. Any exchange of information shall be done in accordance with Section 8.2. The Steering Committee shall monitor such activities and review forecasts for continuing analysis and work during the Interim Period.

---

8.6.3

The work carried out by the Parties in the Interim Period shall be retroactively governed in all respects by the Development Agreements, including on cost sharing and intellectual property rights. If for any reason the Parties do not execute the Development Agreements within the deadlines set forth in this Agreement (as such deadlines may be extended by the Parties), the Parties will apply the following rules:

(a)	the Parties will share development costs for common parts of any given product on a 50/50 basis;

(b)	the development costs for unique parts of any given product will be borne or reimbursed by the Party that has requested such development; and

(c)	notwithstanding the reimbursement of the above costs, no intellectual property rights shall be licensed or transferred by one Party to the other Party, unless specifically agreed in writing by the Parties on a case-by-case basis.

8.7	Performance Reviews

8.7.1	The Parties recognize that this Agreement and the Alliance are aimed at achieving significant and mutual benefits for both of them.

8.7.2	The Steering Committee will record annually the progress and performance of the Alliance based on objective performance criteria and will report annually on such progress and performance to the CEOs.

8.7.3	The performance criteria for the initial 4-year period of the Alliance (i.e., ending on March 5, 2016) shall be that at least four (4) Products shall be in series production or planned to be in series production within the following thirty-six (36) months.

8.7.4

The Parties expect to realize (i) meaningful yearly cost savings on purchasing of commodities, components, other goods and services compared to their previous standalone purchasing performance; and (ii) meaningful yearly cost savings on logistics in Europe for GMH, compared to the yearly cost of logistic services before the exclusive relationship with Gefco. Assessment of the progress in realization of these meaningful savings will be part of the annual review of the progress of the Alliance.

8.7.5

At the end of such initial 4-year period, the Steering Committee shall determine the relevant criteria for the subsequent 2-year period (and, at the end of each such 2-year period, the Steering Committee shall determine the relevant criteria for the subsequent 2-year period). The relevant criteria for each such 2-year period shall comprise the execution of Development Agreements for new or renewed projects.

8.7.6	The Parties shall use reasonable endeavours to achieve the performance criteria agreed by the Steering Committee

8.7.7	At the end of the initial 4-year period and each subsequent 2-year period, the Steering Committee shall report to the CEO’s regarding the achievement of the relevant performance criteria.

---

8.7.8

If the Alliance has failed to meet the relevant criteria at the end of the initial 4-year period or any subsequent 2-year period, GMH or PSA may request an urgent meeting of the Steering Committee to discuss and agree upon corrective action in order for the Alliance to meet such performance criteria within the next 1-year period (i.e., on or before the 5th year anniversary, the 7th year anniversary and the 9th year anniversary of February 29, 2012).

8.7.9	At the end of any such 1-year period, the Steering Committee shall report to the CEO’s regarding the achievement of the relevant performance criteria. If the Alliance has still failed to meet the performance criteria, either Party may terminate this Agreement and the Alliance and in such event the provisions of Section 10 shall apply.

9.	CHANGE OF CONTROL

10.	TERM AND TERMINATION

10.1	Unless early terminated in accordance with the terms hereof, this Agreement shall continue in effect for a period of ten years and shall, unless previously terminated by written non-renewal notice sent by either Party to the other Party at least twelve (12) months prior to the expiration of the initial ten years period or any renewal period, automatically renew for three years periods.

10.2	Either Party shall be entitled to initiate arbitration proceedings in accordance with the terms of this Agreement to seek termination thereof in the event of a Fundamental Breach by the other Party that has not been cured within sixty (60) Business Days after receipt by the Party in breach of a written notice notifying such Fundamental Breach.

10.3	Any termination of the Master Agreement shall be without prejudice to any obligations of any Party which are outstanding at the date of such termination or any claim for damages relating to any breach of this Agreement.

---

10.4

Upon any termination in accordance with the provisions of this Section 10 (including, for the avoidance of doubt, pursuant to Section 8.1.4, Section 8.7.9, or Section 9, the Parties shall implement and cause their Affiliates to implement an orderly unwinding of the Alliance and the Ancillary Agreements (excluding for the avoidance of doubt the Logistics Agreement). The Ancillary Agreements will include terms governing such orderly unwinding, including inter alia the survival of licenses of Intellectual Property related to Products, as well as reasonable periods of continued development, manufacturing and related logistics services and supply of spare parts to avoid disruptive effects.

11.	AUDIT

12.	COMPLIANCE

13.	REPRESENTATIONS AND WARRANTIES; FURTHER ASSURANCES

13.1

GMH hereby represents and warrants to PSA that (i) GMH is a validly existing company, duly incorporated and registered under the laws of Delaware, and has the legal right and full power and authority to enter into and perform this Agreement and any other documents to be executed by it pursuant to or in connection with this Agreement, (ii) GMH is not insolvent or subject to any proceedings under any applicable bankruptcy, insolvency, moratorium, reorganization or similar law affecting the rights of creditors generally and the availability of equitable remedies, and (iii) this Agreement constitutes valid and binding obligations on GMH in accordance with its terms.

---

13.2

PSA hereby represents and warrants to GMH that (i) PSA is a validly existing company, duly incorporated and registered under the laws of France, and has the legal right and full power and authority to enter into and perform this Agreement and any other documents to be executed by it pursuant to or in connection with this Agreement, (ii) PSA is not insolvent or subject to any proceedings under any applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies, and (iii) this Agreement constitutes valid and binding obligations on PSA in accordance with its terms.

13.3	The Parties agree to perform (or procure the performance of) all further acts and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law, whether on or after February 29, 2012 to implement and/or give effect to this Agreement and the transactions contemplated therein.

14.	MISCELLANEOUS

14.1	EXPENSES

14.2	MODIFICATION; WAIVER

14.2.1	This Agreement amends and supersedes the Master Agreement signed between the Parties on February 29, 2012. No modification of this Agreement shall be valid unless it is in writing and signed by or on behalf of each Party. The expression “modification” shall include any modification, supplement, deletion or replacement however effected.

14.2.2

Unless expressly agreed, no modification shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to the date of modification, and the rights and obligations of the Parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so modified.

14.2.3	Any waiver relating to a provision of this Agreement (unless otherwise specified) shall only be a waiver in the particular instance and for the particular purpose for which it was given.

14.3	ASSIGNS AND SUCCESSORS

14.3.1	The Parties may not assign or transfer or purport to assign or transfer any of their rights or obligations under this Agreement except as otherwise provided in this Agreement or with the express written consent of the other Parties.

14.3.2	The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors and permitted assigns.

14.3.3	Notwithstanding the use in this Agreement of the terms “GMH” and “PSA”, (i) each of the rights and obligations arising pursuant to this Agreement are applicable to and for the benefit

---

14.4	NO THIRD PARTY RIGHTS

14.5	INVALIDITY

14.5.1	If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect, such provision shall to that extent be deemed not to form part of this Agreement without affecting or impairing the legality, validity and enforceability of the remaining provisions.

14.5.2	The Parties shall negotiate in good faith in order to substitute in the shortest time possible a suitable provision for any such illegal, invalid or unenforceable provision hereof so as to effect the original intent of the Parties as closely as possible in an acceptable manner so that the transactions contemplated herein be consummated as originally contemplated to the fullest extent possible.

14.6	REMEDIES

14.7	NOTICES

14.7.1	Any notice or other communication in connection with this Agreement (including any documents attached to such notices) shall be:

a)	in writing in English;

b)	delivered by hand, fax, or by courier using an internationally recognised courier company; and

c)	accompanied by a notice by email.

---

14.7.2	A notice shall be effective upon receipt and shall be deemed to have been received:

(b)	at the time of delivery, if delivered by hand or courier; and

(c)	at the time of transmission in legible form, if delivered by fax and if confirmation of receipt shall have been received.

14.8	NON-SOLICITATION

14.8.1

The Parties agree that, during the term of this Agreement and twelve months thereafter, neither Party nor any of its Affiliates (the “Soliciting Party”) shall, whether directly or indirectly (including through an external recruitment agency or a head hunter) solicit or entice away, or endeavor to solicit or entice away, any person employed by the other Party or any of its Affiliates (the “Non-Soliciting Party”) whose activities are related to the Alliance, with a view to inducing that person to leave such employment and to act for the Soliciting Party, including in respect of any such person who is a part of the senior leadership of the other Group (for the PSA Group, a cadre suprieur or a cadre dirigeant and for the GMH Group, an executive) (a “Senior Employee”), or hire such person, unless in each case such Soliciting Party has obtained the prior written consent of the Non-Soliciting Party.

14.8.2	Except in respect of a Senior Employee, the foregoing shall not apply to the extent such person has been recruited by way of bona fide advertising.

14.8.3

As an exception to the duration set forth in Article 14.8.1, in the event of (i) termination of this Agreement for Fundamental Breach of either Party or as a consequence of termination of the Development Agreement for breach by either Party or (ii) termination of this Agreement as a consequence of termination of the Development Agreement for Material Adverse Event, the obligations of the breaching Party (in the case of (i)) and the obligations of the terminating Party (in the case of (ii)), set forth in this Section 14.8 shall continue until twelve months after the date on which this Agreement would have expired if it had not been terminated.

14.9	HARMONIZATION

---

15.	GOVERNING LAW AND DISPUTE RESOLUTION

15.1

This Agreement is governed by, and construed in accordance with, the laws of Switzerland. Nothing in this Agreement shall be interpreted to constitute a partnership between the Parties within the meaning set out in the Swiss Code of Obligations. In any case, in the event that the Alliance qualifies as “simple partnership” within the meaning of articles 530 and following of the Swiss Code of Obligations, the Parties expressly derogate and exclude the application to this Agreement and the Ancillary Agreements of articles 535, 543, 544 and 545, paragraphs 1.1 to 1.6 of the Swiss Code of Obligations.

15.2

Notwithstanding any other provision to the contrary contained in this Agreement, any dispute arising out of or in connection with this Agreement, including a dispute as to the validity, existence or termination of this Agreement or this Section 15 or any obligation arising out of or in connection with this Agreement, shall be resolved exclusively by arbitration in Geneva, Switzerland conducted in English by three arbitrators pursuant to the rules of the International Chamber of Commerce in effect at the time of the submission of the dispute to arbitration. The arbitration award shall be final, binding on all Parties and not subject to appeal on any grounds before the Swiss Federal Tribunal within the meaning of article 192 paragraph 1 of the Swiss Federal Act on private international law.

15.3	The Parties acknowledge that nothing in Section 15 shall prevent a Party from referring to any competent courts in any appropriate jurisdiction prior to or after the initiation of an arbitration procedure under this Section 15 any request for an interim protection or conservatory order. Pending a dispute resolution under Section 6.2.4(c,) the Parties may not start arbitration under Section 15.2.

15.4

The Parties contemplate that the governing law and dispute resolution provisions set forth in this Section 15 shall apply mutatis mutandis to the Development Agreements, the Supply Agreements, the Powertrain Supply Agreements and the Purchasing Agreements. The Logistics Agreement (including for the purpose of this Section also the relevant Local Participation Agreements, as defined in the Logistics Agreement) will be governed by the law agreed between the Parties therein and any dispute arising out of or in connection with the Logistics Agreement, including a dispute as to the validity, existence or termination of the Logistics Agreement or any obligation arising out of or in connection with the Logistics Agreement, also in connection with Section 5 of this Agreement, shall be resolved exclusively in accordance with the provisions on the dispute resolution set out in the Logistics Agreement, excluding any application of this section 15.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

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

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

(i)	On March 18, 2013 and November 18, 2013, the Executive Compensation Committee of the Board of Directors of General Motors Company (the “Compensation Committee”) discussed, reviewed, and evaluated with the senior risk officer 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 has identified and limited during the period beginning on January 1, 2013 and ending on December 9, 2013 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)	On March 18, 2013 and November 18, 2013, the Compensation Committee reviewed 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)	On March 28, 2013, the Compensation Committee certified to the reviews of the SEO compensation plans and employee compensation plans required under (i) and (iii) above;

(v)	The Compensation Committee’s March 28, 2013 certificate provided a narrative description of how it limited the features in

(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 the period beginning on January 1, 2013 and ending on December 9, 2013 if the

---

(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, 2013 and ending on December 9, 2013;

(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, 2013 and ending on December 9, 2013 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, 2013 and ending on December 9, 2013; and any expenses that, pursuant to the policy, required approval of the Board of Directors of General Motors Company, a committee of the Board of Directors of General Motors Company, 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 the period beginning on January 1, 2013 and ending on December 9, 2013;

(xi)

General Motors Holdings LLC will disclose the amount, nature, and justification for the offering, during the period beginning on January 1, 2013 and ending on December 9, 2013, 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, will disclose whether General Motors Holdings LLC, the Board of Directors of General Motors Company, or the Compensation Committee has engaged during the period beginning on January 1, 2013 and ending on December 9, 2013 a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period;

(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, 2013 and ending on December 9, 2013;

(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 2013 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.