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Exhibit 10(d)




GENERAL MOTORS 2002 LONG-TERM INCENTIVE PLAN

As Amended December 4, 2006




     1. The purpose of the General Motors 2002 Long-Term Incentive Plan (this “Plan”) is to
provide employees in positions of senior leadership with incentive compensation related to
accomplishment of key Corporate long-term strategic objectives which enhance stockholder value.



     2(a). The Executive Compensation Committee of the General Motors Board of Directors (the
“Committee”), as from time to time constituted pursuant to the by-laws of General Motors
Corporation (the “Corporation”), may prior to June 1, 2007, authorize the granting of target awards
to certain employees of the Corporation. The Committee, in its sole discretion, shall determine the
performance levels at which different percentages of such awards shall be earned, the collective
amount for all awards to be granted at any one time, and the individual amounts with respect to
employees who are officers of the Corporation. The Committee may delegate to the Chief Executive
Officer responsibility for determining, within the limits established by the Committee, individual
award grants for employees who are not executive officers of the Corporation.



     2(b). Prior to the grant of any target award, the Committee shall establish for each such
award (i) performance levels related to the enterprise (as defined below) at which 100% of the
award shall be earned and a range (which need not be the same for all awards) within which greater
and lesser percentages shall be earned and (ii) a performance period which shall be determined at
the time of grant. The term “enterprise” shall mean the Corporation and/or any unit or portion
thereof, and any entities in which the Corporation has, directly or indirectly, a substantial
ownership interest.



     2(c). With respect to the performance levels to be established pursuant to paragraph 2(b), the
specific measures for each grant shall be established by the Committee at the time of such grant.
In creating these measures, the Committee may establish the specific goals based upon or relating
to one or more of the following business criteria: asset turnover, cash flow, contribution margin,
cost objectives, cost reduction, earnings per share, economic value added, increase in customer
base, inventory turnover, market price appreciation of the Corporation’s common stock, market
share, net income, net income margin, operating profit margin, pre-tax income, productivity, profit
margin, quality, return on assets, return on net assets, return on capital, return on equity,
revenue, revenue growth, and/or total shareholder return. The business criteria may be expressed in
absolute terms or relative to the performance of other companies or to an index.



     2(d). If any event occurs during a performance period that requires changes to preserve the
incentive features of this Plan, the Committee may make adjustments.



     2(e). Except as otherwise provided in paragraph 3, the percentage of each target award to be
distributed to an employee shall be determined by the Committee (i) on the basis of the performance
levels established for such award and the performance of the applicable enterprise during the
performance period and (ii) in the discretion of the Committee, on the basis of individual
performance during such period. Following determination of the final payout percentage, the
Committee may, upon the recommendation of the Chief Executive Officer, make adjustments to awards
for officers of the Corporation to reflect individual performance during such period, which for
covered officers shall only involve negative discretion. A covered officer is any individual whose
compensation in the year of expected payment of an award, or in the year in which the Corporation



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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 of 1986, as amended from time to
time, as determined by the Committee. Adjustments to awards to reflect individual performance for
employees who are not executive officers of the Corporation shall be made upon the recommendation
of the Chief Executive Officer. Any target award, as determined and adjusted pursuant to this
paragraph and paragraph 3, is herein referred to as a “final award” and, for covered officers,
shall be certified by the Committee prior to payment. The amount related to any final award for
each performance period grant paid to any employee shall not exceed $10 million. No distribution of
any final award (or portion thereof) shall be made if the minimum performance level applicable to
the related target award is not achieved during the applicable performance period, except as
otherwise provided in paragraph 3(d), or, unless otherwise determined by the Committee, if the
employment of the employee to whom the related target award was granted shall terminate for any
reason whatsoever (including death) within 12 months after the date the target award was granted.



     2(f). All final awards which have vested in accordance with the provisions of paragraphs 3 and
4 shall be paid promptly following the determination of such final award or such vesting, if
applicable, but not later than two and one-half months after the end of the calendar year in which
vesting occurs. Final awards shall be paid in cash, in General Motors stock, or partly in cash and
partly in General Motors stock, as the Committee shall determine. General Motors stock (hereinafter
referred to as “stock”) shall include all present and future classes of capital stock of General
Motors Corporation. Shares deliverable in payment of such final awards shall be made available from
shares reacquired by the Corporation, including shares purchased in the open market. If shares are
purchased in the open market for delivery in payment of such final awards, they shall be held in a
treasury account specifically for awards under this Plan. If the Corporation shall have any unpaid
claim against the employee arising out of or in connection with such employee’s employment with the
Corporation, such claim may be offset against awards under this Plan. Such claim may include, but
is not limited to, unpaid taxes, the obligation to pay gains pursuant to paragraph 5(e) of the
General Motors 2002 Stock Incentive Plan, or Corporate business credit card charges.



     2(g). Subject to such additional limitations or restrictions as the Committee may impose, the
term “employees” shall mean persons who, at any time during the period to which an award relates,
(i) are employed by the Corporation or any subsidiary (as such term is defined below), including
employees who are also directors of the Corporation or any such subsidiary, or (ii) accept (or
previously have accepted) employment, at the request of the Corporation, with any entity not
described in (i) above but in which the Corporation has, directly or indirectly, a substantial
ownership interest. For purposes of this Plan, the term “subsidiary” means (A) a corporation of
which capital stock having ordinary voting power to elect a majority of the board of directors of
such corporation is owned, directly or indirectly, by the Corporation or (B) any unincorporated
entity in respect of which the Corporation can exercise, directly or indirectly, comparable
control. The Committee shall, among other things, determine when and to what extent individuals
otherwise eligible for consideration shall become or cease to be, as the case may be, employees for
purposes of this Plan and to determine when and under what circumstances any individual shall be
considered to have terminated employment for purposes of this Plan. To the extent determined by the
Committee, the term employees shall be deemed to include former employees and any beneficiaries
thereof. For purposes of this Plan, a “participant” shall mean an employee who receives an award
hereunder.



     3(a). Payment of any final award (or portion thereof) to an individual employee shall be
subject to the satisfaction of the following conditions precedent that such employee: (i) continue
to



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render services as an employee (unless this condition is waived by the Committee), (ii)
refrain from engaging in any activity which, in the opinion of the Committee, is competitive with
any activity of the Corporation or any subsidiary (except that employment at the request of the
Corporation with an entity in which the Corporation has, directly or indirectly, a substantial
ownership interest, or other employment specifically approved by the Committee, shall not be
considered to be an activity which is competitive with any activity of the Corporation or any
subsidiary) and from otherwise acting, either prior to or after termination of employment, in any
manner inimical or in any way contrary to the best interests of the Corporation, and (iii) furnish
to the Corporation such information with respect to the satisfaction of the foregoing conditions
precedent as the Committee shall reasonably request. If the Committee shall determine that such
employee has failed to satisfy any of the foregoing conditions precedent, all target awards granted
to such employee which have not become final awards, and all final awards which have not been paid
pursuant to paragraph 4(a) shall be immediately canceled. Upon termination of an employee’s
employment other than by death (whether such termination is before or after a target award shall
have become a final award), the Committee may, but shall not in any case be required to, waive the
condition precedent of continuing to render services but in the event of such waiver, the payment
of any target award which shall thereafter become a final award and payment of any final award
which shall remain unpaid shall nevertheless remain subject to the conditions precedent that (A)
the employee refrains from engaging in any activity which, in the opinion of the Committee, is
competitive with any activity of the Corporation or any subsidiary (except that employment at the
request of the Corporation with an entity in which the Corporation has, directly or indirectly, a
substantial ownership interest or other employment specifically approved by the Committee shall not
be considered to be an activity which is competitive with any activity of the Corporation or any
subsidiary) and from otherwise acting, either prior to or after termination of employment, in any
manner inimical or in any way contrary to the best interests of the Corporation and (B) the
employee furnish to the Corporation such information with respect to the satisfaction of the
foregoing condition precedent as the Committee shall reasonably request. As used in the immediately
preceding clause (B), the term employees shall include the beneficiary or beneficiaries designated
by such employee as provided in paragraph 6, or if no such designation of any beneficiary or
beneficiaries has been made, the employee’s legal representative or other persons entitled to any
payment or benefit with respect to the employee pursuant to this Plan. As a condition to the
vesting and payment of all or any portion of a final award, the Committee may, among other things,
require an employee to enter into such agreements as the Committee considers appropriate and in the
best interests of the Corporation.



     3(b). If, upon termination of an employee’s employment prior to the end of any performance
period for a reason other than death, the Committee shall determine to waive the condition
precedent of continuing to render services as provided in paragraph 3(a), the target award granted
to such employee with respect to such performance period shall be reduced pro rata based on the
number of months remaining in the performance period after the month of such termination and such
awards will be paid at the time they would have been paid absent an employment termination. The
final award for such employee shall be determined by the Committee (i) on the basis of the
performance levels established for such award (including the minimum performance level) and the
performance level achieved through the end of the performance period and (ii) in the discretion of
the Committee, on the basis of individual performance during the period prior to such termination.
A qualifying leave of absence, determined in accordance with procedures established by the
Committee, shall not be deemed to be a termination of employment but, except as otherwise
determined by the Committee, the employee’s target award will be reduced pro rata based on the
number of months during which such person was on such leave of absence during the performance
period. A target award shall not vest during a leave of absence granted an employee for local,
state, provincial, or federal government service.



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     3(c). Upon termination of an employee’s employment by reason of death prior to the end of any
performance period, the target award granted to such employee with respect to such performance
period, except as otherwise provided in paragraph 2(e), shall be reduced pro rata based on the
number of months remaining in the performance period after the month of such employee’s death. The
percentage of the reduced target award to be distributed to such employee shall be determined by
the Committee (i) on the basis of the performance levels established for such award (including the
minimum performance level) and the performance level achieved through the end of the fiscal year
during which such employee died and (ii) in the discretion of the Committee, on the basis of
individual performance during the applicable period. Such final awards will immediately vest and be
paid as promptly as practicable.



     3(d). If the performance levels established for any target award are based on the performance
of a specified portion of the enterprise and that portion is sold or otherwise disposed of or
reorganized or the employee is transferred to another portion of the enterprise prior to the end of
the performance period, the target award granted to such employee with respect to such performance
period shall be reduced pro rata based on the number of months remaining in the performance period
after the month of such event. The final award for such employee shall be determined by the
Committee (i) on the basis of the performance levels established for such award (including the
minimum performance level) and the performance level achieved, in the case of a sale, disposition,
or reorganization of the applicable portion of the enterprise, through the end of the fiscal year
during which such event occurs and, in the case of a transfer of the employee, through the end of
the performance period and (ii) in the discretion of the Committee, on the basis of individual
performance during the applicable period. In addition, in any such case, the Committee may, in its
discretion, further adjust such award upward as it may deem appropriate and reasonable.



     3(e). If an employee is promoted during the performance period with respect to any target
award, such target award may, in the discretion of the Committee, be increased to reflect such
employee’s new responsibilities.



     3(f). If the Corporation acquires an entity which has issued and outstanding long-term target
awards, the Corporation may substitute awards under this Plan in place of such awards, under such
provisions consistent with the terms of this Plan, as the Committee, in its sole discretion, may
determine.



     4(a). Target awards that have become final awards may be subject to a vesting schedule
established by the Committee. Except as otherwise provided in this Plan, no final award (or portion
thereof) subject to a vesting schedule shall be paid prior to vesting and the unpaid portion of any
final award shall be subject to the provisions of paragraph 3(a). The Committee shall have the
authority to modify a vesting schedule as may be necessary or appropriate in order to implement the
purposes of this Plan. As a condition to the vesting of all or any portion of a final award, the
Committee may, among other things, require an employee to enter into such agreements as the
Committee considers appropriate and in the best interests of the Corporation, except for awards
that vest pursuant to paragraph 12 of this Plan.



     4(b). If the employment of an employee is terminated for any reason prior to the vesting of
any final award, the Committee may, but in any case shall not be required to, change the vesting
period with respect to such final awards to accelerate the vesting period related to all or any
portion of such final award. If the employment of an employee is terminated by death, all final
awards not currently vested shall immediately vest.



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     4(c). No holder of a target award shall have any rights to dividends or interest (other than
as provided in paragraph 4(d) below) or other rights of a stockholder with respect to a target
award prior to such target award’s becoming a final award.



     4(d). With respect to target awards which have become final awards payable in cash pursuant to
paragraph 2(f) but which have not vested, the Committee may, in its discretion, pay to the
employees interest on all such unvested cash amounts. With respect to target awards which have
become final awards payable in stock pursuant to paragraph 2(f) but which have not vested, the
Committee may, in its discretion, pay to the employees an amount equal to the dividends which would
have been paid if such shares had been vested and registered in the employee’s name. Any interest
or dividend equivalents payable with respect to such final awards shall be paid at such times, in
such amounts, and in accordance with such procedures as the Committee shall determine.



     4(e). With respect to any dividend or other distribution on the Corporation’s common stock the
Committee shall make appropriate adjustments to outstanding target awards and unvested final awards
denominated in shares of stock to reflect such dividend or distribution in order to prevent
unintended enhancement or diminution of the benefit intended to be provided under this Plan.



     5(a). An employee shall be eligible for consideration for a target award based on such
criteria as the Committee shall, from time to time, determine.



     5(b). No target award shall be granted to any director of the Corporation who is not an
employee at the date of grant nor to any member of the Executive Compensation Committee or the
Audit Committee.



     5(c). The Committee shall have discretion with respect to the determination of each target
award. Recommendations shall be made to the Committee by the Chief Executive Officer under such
procedures as may, from time to time, be approved by the Committee as to the employees to be
granted target awards, the amounts of such awards, the performance levels at which different
percentages of such awards would be earned and adjustments, if any, to such levels, the adjustments
to such awards on the basis of individual performance, and the amounts of final awards, except that
no such recommendations shall be made with respect to employees who are executive officers of the
Corporation or members of the Board of Directors, but such selections and determinations shall be
dealt with exclusively by the Committee under such procedures as it may determine.



     6. Except as otherwise determined by the Committee, with the exception of transfer by will or
the laws of descent and distribution, no target or final award shall be assignable or transferable
and, during the lifetime of the employee, any payment in respect of any final award shall be made
only to the employee. An employee shall designate a beneficiary or beneficiaries to receive all or
part of the amounts to be distributed to the employee under this Plan in case of death. A
designation of beneficiary or beneficiaries may be replaced by a new designation or may be revoked
by the employee at any time. A designation or revocation shall be on forms prescribed by and filed
with the Secretary of the Committee. In case of the employee’s death, the amounts distributable to
the employee under this Plan with respect to which a designation of beneficiary or beneficiaries
has been made (to the extent it is valid and enforceable under applicable law) shall be distributed
in accordance with this Plan to the designated beneficiary or beneficiaries. The amount
distributable to an employee upon death and not subject to such a designation shall be distributed
to the employee’s estate or legal representative. If there shall be any question as to the legal
right of any beneficiary to receive a distribution under this Plan, the amount in question may be
paid to
the estate of the employee, in which event the Corporation shall have no further liability to
any party with respect to such amount.



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     7. To the extent that any employee, former employee, or any other person acquires a right to
receive payments or distributions under this Plan, such right shall be no greater than the right of
a general unsecured creditor of the Corporation. All payments and distributions to be made
hereunder shall be paid from the general assets of the Corporation. Nothing contained in this Plan,
and no action taken pursuant to its provisions, shall create or be construed to create a trust of
any kind, or a fiduciary relationship between the Corporation and any employee, former employee, or
any other person.



     8. The expenses of administering this Plan shall be borne by the Corporation.



     9. Full power and authority to construe and interpret this Plan shall be vested in the
Committee. To the extent determined by the Committee, administration of this Plan, including, but
not limited to (a) the selection of employees for participation in this Plan, (b) the determination
of the number of installments, and (c) the determination of the vesting schedule for final awards,
may be delegated to the Chief Executive Officer provided, however, the Committee shall not delegate
to the Chief Executive Officer any powers, determinations, or responsibilities with respect to
executive officers of the Corporation. Any person who accepts any award hereunder agrees to accept
as final, conclusive, and binding all determinations of the Committee and the Chief Executive
Officer. The Committee shall have the right, in the case of participants not employed in the United
States, to vary from the provisions of this Plan in order to preserve the incentive features of
this Plan.



     10.(a) Upon the effective date of any Change in Control of the Corporation as defined in this
paragraph all outstanding awards granted prior to January 1, 2007 shall vest and be paid on a pro
rata basis based on the greater of target award level or actual performance.



     10.(b) For awards granted after January 1, 2007, upon the occurrence of a Change in Control
and the termination of the employment of an employee within three years thereafter (i) by the
Corporation other than for gross negligence or deliberate misconduct which demonstrably harms the
Corporation or (ii) by the participant for Good Reason, all outstanding awards granted under this
Plan shall vest and the performance period shall terminate as of the date of Change in Control.
Awards shall be paid at the target award level, or, if greater, at the level resulting from the
Corporation’s actual performance. For purposes hereof, the Corporation’s actual performance shall
be measured immediately prior to the Change in Control or, if measurement of such performance at
the time of such termination of employment or at the end of the performance period is practicable,
and if such performance would result in a higher award hereunder, at the time of such termination
of employment or the end of the performance period, as applicable. In the case of payment prior to
the end of the performance period, awards shall be pro-rated based on the number of days in the
performance period occurring prior to such payment as a percentage of the total number of days in
the performance period.



     10.(c) If a Change in Control shall occur during a performance period, an employee
whose employment terminates during such performance period prior to such Change in Control under
circumstances in which such employee’s award hereunder for such performance period was prorated and
to be paid at the conclusion of the performance period shall be entitled to receive payment of such
prorated award at such time at the target level or, if greater, at the level resulting from the
Corporation’s actual performance. For purposes hereof, the Corporation’s actual performance shall
be measured as set forth in Section 10(b). Any such award shall be prorated in the same manner as
in Paragraph 10(a).



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    10.(d) The terms “Change in Control”, “Good Reason”, “Employer”, “Notice of Termination”,
“Person”, and “Subsidiary”, as used in this paragraph 10, shall have the same meanings as those
contained in Paragraphs 12.(a) through 12.(i), inclusive, of the General Motors 2002 Annual
Incentive Plan, as amended December 4, 2006.




    11. If the implementation of any of the foregoing provisions of this Plan would cause an
employee or participant to incur adverse tax consequences under Section 409A of the Internal
Revenue Code of 1986, as amended from time to time, the implementation of such provision shall be
delayed until, or otherwise modified to occur on, the first date on which such implementation would
not cause adverse tax consequences under Section 409A.



     12. Notwithstanding anything in this Plan to the contrary, any award of cash or stock made to
a participant under this plan on or after January 1, 2007 or any unvested award previously granted
is subject to being called for repayment to the Corporation in any situation where the Board of
Directors or a committee thereof determines that fraud, negligence, or intentional misconduct by
the participant was a significant contributing factor to the Corporation having to restate all or a
portion of its financial statement(s). The determination regarding employee conduct and repayment
under this provision shall be within the sole discretion of the Committee and shall be final and
binding on the participant and the Corporation.




    13. The Committee, in its sole discretion, may, at any time, amend, modify, suspend, or
terminate this Plan provided that no such action shall (a) adversely affect the rights of an
employee with respect to previous target awards or final awards under this Plan (except as
otherwise permitted under paragraphs 2(d) and 3), and this Plan, as constituted prior to such
action, shall continue to apply with respect to target awards previously granted and final awards
which have not been paid, or (b) without the approval of the stockholders, (i) increase the limit
on the maximum amount of final awards provided in paragraph 2(e), or (ii) render any director of
the Corporation who is not an employee at the date of grant or any member of the Executive
Compensation Committee or the Audit Committee, eligible to be granted a target award, or (iii)
permit any target award to be granted under this Plan after May 31, 2007.




    14. Every right of action by, or on behalf of, the Corporation or by any stockholder against
any past, present, or future member of the Board of Directors, officer, or employee of the
Corporation or its subsidiaries arising out of or in connection with this Plan shall, irrespective
of the place where action may be brought and irrespective of the place of residence of any such
director, officer, or employee, cease and be barred by the expiration of three years from the date
of the act or omission in respect of which such right of action arises. Any and all right of action
by any employee (past, present, or future) against the Corporation arising out of or in connection
with this Plan shall, irrespective of the place where an action may be brought, cease and be barred
by the expiration of three years from the date of the act or omission in respect of which such
right of action arises. This Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Delaware and construed accordingly.




    15. This Plan shall be effective on June 4, 2002, if approved by the stockholders of the
Corporation at the 2002 annual meeting.




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