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Exhibit 10(n)









GENERAL MOTORS CORPORATION




General Motors

Executive Retirement Plan




Effective for Retirements on and after

January 1, 2007




(As amended through January 1, 2007)




 









 





GENERAL MOTORS

EXECUTIVE RETIREMENT PLAN




The Executive Retirement Plan (ERP) is an unfunded, nonqualified deferred compensation plan.
The Plan is structured to qualify for certain exemptions from the eligibility, funding and other
requirements of the Employee Retirement Income Security Act of 1974 (ERISA) and, further, ERP
benefits are computed without regard to compensation limits imposed under the Internal Revenue
Code. Notwithstanding any provision of this Plan, no plan elections, modifications or
distributions will be allowed or implemented if they would cause an otherwise eligible Plan
participant to be subject to tax (including interest and penalties) under Internal Revenue Code
Section (IRC) 409A.



Article I. Purpose; Administration; and Effective Date




Article I, Section I. Purpose of the Plan




The purpose of the General Motors Executive Retirement Plan (the Plan) is to help provide eligible
retiring salaried executive employees of General Motors Corporation (hereinafter referred to as the
“Corporation”) as well as eligible retiring executive employees of General Motors Acceptance
Corporation (GMAC) and General Motors Asset Management (GMAM) an overall level of monthly
retirement benefits, or lump sum distributions of account balances, which are competitive with the
benefits provided executives retiring from other major U.S. industrial companies. To achieve this
goal, the monthly retirement benefits determined under the tax-qualified General Motors Retirement
Program for Salaried Employees (hereinafter referred to as the “Retirement Program”), or account
balances determined under the tax-qualified Savings-Stock Purchase Program (hereinafter referred to
as the “S-SPP”) plus any benefits payable under certain other GM-provided benefit programs, may be
supplemented by benefits provided under the formulas of this Plan. It is intended that this Plan,
in relevant part, qualify as an “excess benefit plan” under Section 3(36) of ERISA and, in relevant
part, as a plan “providing deferred compensation for a select group of management or highly
compensated employees” under Section 201(2) of ERISA.



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Article I, Section II. Administration of the Plan





	 	(a)	 	This Plan shall at all times be maintained, considered, and administered as a
non-qualified plan that is wholly separate and distinct from the Retirement Program and
the S-SPP.
	 
	 	(b)	 	Benefits under this Plan are not guaranteed.
	 
	 	(c)	 	The Corporation is the Plan Administrator. The Plan Administrator has
discretionary authority to construe, interpret, apply, and administer the Plan and serves
as the first step of the Plan appeal process. Any and all decisions of the Plan
Administrator as to interpretation or application of this Plan shall be given full force
and effect unless it is proven that the interpretation or determination was arbitrary and
capricious.
	 
	 	(d)	 	The Plan Administrator shall have the full power to engage and employ such legal,
actuarial, auditing, tax, and other such agents, as it shall, in its sole discretion,
deem to be in the best interest of the Corporation, the Plan, and its participants and
beneficiaries.
	 
	 	(e)	 	The expenses of administering this Plan are borne by the Corporation and are not
charged against its participants and beneficiaries.
	 
	 	(f)	 	Various aspects of Plan administration have been delegated to the Plan recordkeeper
selected by the Plan Administrator. In carrying out its delegated responsibilities, the
Plan recordkeeper shall have discretionary authority to construe, interpret, apply, and
administer the Plan provisions. The discretionary authority delegated to the Plan
recordkeeper shall, however, be limited to the Plan terms relevant to its delegated
responsibilities and shall not permit the Plan recordkeeper to render a determination or
to make any representation concerning benefits which are not provided by the express
terms of the Plan. The Plan recordkeeper’s actions shall be given full force and effect
unless determined by the Plan Administrator to be contrary to the Plan provisions or
arbitrary and capricious.
	 
	 	(g)	 	For purposes of the Plan, a Plan Year shall mean the 12-month period beginning
January 1 and ending December 31.










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Article I, Section III. Effective Date




The Corporation established the Executive Retirement Plan under Article II of this Plan effective
December 1, 1985. The Plan has been amended from time to time. Effective January 1, 2007, the
name of the Plan was changed from the “Supplemental Executive Retirement Program (SERP)” to the
“Executive Retirement Plan (ERP)”. The terms and conditions of the ERP are set forth in Article II.
ERP benefits for service through December 31, 2006 were frozen as described in Article II, Section
II and Section III and new benefit formulas for service on and after January 1, 2007 were adopted,
as described in Article II, Section IV and Section V. In addition, effective January 1, 2007, the
Benefit Equalization Plan (BEP) was merged into this Plan, the terms and conditions of which are
set forth in Article III.



Article I, Section IV. Individuals Not Eligible; Suspensions; and Normal Retirement Age





	 	(a)	 	The following classes of individuals are ineligible to participate in the Plan
regardless of any other Plan terms to the contrary, and regardless of whether the
individual is a common-law employee of the Corporation:






	 	(1)	 	Any individual who provides services to the Corporation where
there is an agreement with a separate company under which the services are
provided. Such individuals are commonly referred to by the Corporation as
“contract employees” or “bundled-services employees;”
	 
	 	(2)	 	Any individual who has signed an independent contractor
agreement, consulting agreement, or other similar personal services contract
with the Corporation;
	 
	 	(3)	 	Any individual that the Corporation, in good faith, classifies as
an independent contractor, consultant, contract employee, or bundled-services
employee during the period the individual is so classified by the Corporation.






	 	 	 	The purpose of Section IV (a) is to exclude from participation in the Plan all
persons who actually may be common-law employees of the Corporation, but are not paid
as though they are employees of the
Corporation regardless of the reason they are excluded from the payroll, and
regardless of whether the exclusion is correct.




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Article I, Section IV. (b)





	 	(b)	 	Notwithstanding the provisions of this Section IV, vested benefits will be
suspended or forfeited if an executive employee or retired executive employee engages in
activity that is competitive with the Corporation and/or otherwise acts in a manner
inimical or contrary to the best interests of the Corporation or if an executive or a
retired executive does not respond to the Corporation’s request for information relating
to this paragraph.
	 
	 	(c)	 	Normal Retirement Age (NRA) is 65 with a minimum of 10 years’ of credited service.




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Article II. Executive Retirement Plan




Article II, Section I. Eligibility and Vesting





	 	(a)	 	Date of vesting is the first date the employee satisfies the requirements set forth
in Section I (b), (c) and (d), respectively.
	 
	 	(b)	 	To be eligible for a vested benefit under Section II or III of this Article,
payable upon separation from service, an executive employee must meet the following
requirements:






	 	(1)	 	Be a Regular Active or Flexible Service U.S. executive employee
or U.S International Service Personnel executive employee as of December 31,
2006 (appointments on or after January 1, 2007 are ineligible for benefits under
Section II or III); and
	 
	 	(2)	 	As of the date of vesting be a Regular Active or Flexible
Service U.S. executive employee or U.S International Service Personnel
executive employee; and
	 
	 	(3)	 	As of the date of vesting have at least 10 years of combined Part
B Retirement Program credited service, Part C Retirement Program credited
service and credited service as determined under the Retirement Program accrued
on and after January 1, 2007; and
	 
	 	(4)	 	As of the date of vesting be at least 55 years old.






	 	(c)	 	To be eligible for a vested benefit under Section IV of this Article, payable upon
separation from service, an employee must meet the following requirements:






	 	(1)	 	Be a Regular Active or Flexible Service U.S. executive employee
or U.S International Service Personnel executive employee on or after January
1, 2007 with a length of service date prior to January 1, 2001; and
	 
	 	(2)	 	As of the date of vesting be a Regular Active or Flexible Service
U.S. executive employee or U.S International Service Personnel executive
employee; and










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Article II, Section I. (c) (3)





	 	(3)	 	As of the date of vesting have at least 10 years of combined Part
B Retirement Program credited service and credited service as determined under
the Retirement Program accrued on and after January 1, 2007; and
	 
	 	(4)	 	As of the date of vesting be at least 55 years old.






	 	(d)	 	To be eligible for a vested benefit under Section V of this Article, payable upon
separation from service, an employee must meet the following requirements:






	 	(1)	 	be a Regular Active or Flexible Service U.S. executive employee
or U.S International Service Personnel executive employee on or after January
1, 2007 with a length of service date on or after January 1, 2001; and
	 
	 	(2)	 	As of the date of vesting be a Regular Active or Flexible Service
U.S. executive employee or U.S International Service Personnel executive
employee; and
	 
	 	(3)	 	As of the date of vesting have at least 10 years of combined Part
C Retirement Program credited service and S-SPP credited service accrued on and
after January 1, 2007; and
	 
	 	(4)	 	As of the date of vesting be at least 55 years old.






	 	(e)	 	Eligible executives will be vested in any frozen SERP and/or ERP benefits under
this Article II upon their attainment of age 55 with a minimum of 10 years’ credited
service where credited service is defined as:






	 	(1)	 	A combination of Part B credited service (as defined in the
Retirement Program) plus credited service in the Retirement Program on and after
January 1, 2007, or a combination of Part C credited service (as defined in the
Retirement Program) plus S-SPP credited service for service on and after January
1, 2007.






	 	(f)	 	General Motors Asset Management executives who are transferred to GMAM or hired or
promoted into executive status on or after August 4, 2003 may be eligible for benefits
under Section II, IV or V if they meet all eligibility requirements, but
are not eligible for benefits under the frozen Alternative SERP formula described in
Section III.




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Article II, Section II. Calculation of Regular Formula SERP Benefits for Credited Service
Accrued Prior to January 1, 2007





	 	(a)	 	Regular Formula SERP benefits determined under this Section II as in effect prior
to January 1, 2007, shall be frozen as of December 31, 2006. The amount of the frozen
Regular Formula SERP benefits shall be calculated using the following factors:






	 	(1)	 	Part B or Part C Retirement Program credited service accrued as
of December 31, 2006.
	 
	 	(2)	 	Average monthly base salary for the highest 60 of the 120 months
immediately preceding January 1, 2007, as described in Article II, Section II
(f).
	 
	 	(3)	 	The sum of all frozen accrued monthly benefits determined under
the Retirement Program as of December 31, 2006, prior to reduction for the cost
of any survivor coverage.
	 
	 	(4)	 	Two percent (2%) of the maximum monthly Primary Social Security
benefit payable in 2007 (regardless of actual receipt) multiplied by the
executive’s years of Part A or Part C credited service, determined as of
December 31, 2006, under the Retirement Program.






	 	(b)	 	Regular Formula SERP benefits under this Article II, Section II shall be determined
for all executive employees on the active rolls as of December 31, 2006. Those appointed
to executive positions on or after January 1, 2007 are ineligible for SERP benefits under
this Section.
	 
	 	(c)	 	Executives must meet the eligibility and vesting requirements as set forth in
Article II, Section I to be eligible for SERP benefits under this Article II, Section
II.




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Article II, Section II. (d)





	 	(d)	 	The frozen monthly benefit determined under this Article II, Section II shall be an
amount equal to two percent (2%) of average monthly base salary for the highest 60 of the
120 months immediately preceding January 1, 2007 (as described in Article II, Section II
(f) below), multiplied by the years of credited service, determined as of December 31,
2006, used to determine the frozen Part B Supplementary benefit or the frozen Part C
benefit under the Retirement Program, less the sum of (1) all frozen accrued monthly
benefits determined under the Retirement Program, prior to reduction for the cost of any
survivor coverage, and BEP (if any), including the annuitized value of the frozen accrued
Part C benefit (as described in Article II, Section II (g) below), (2) two percent (2%)
of the monthly maximum Primary Social Security benefit payable in 2007 (regardless of
actual receipt) multiplied by the executive’s years of Part A or Part C credited service,
determined as of December 31, 2006, under the Retirement Program, and (3) any benefits
payable under certain other GM-provided benefit programs, such as Extended Disability
Benefits.
	 
	 	(e)	 	The “Special Benefit” provided under the GM Health Care Program is not taken into
account in determining the amount of any monthly SERP benefit payable under this Article
II, Section II.
	 
	 	(f)	 	For purposes of this Article II, Section II, average monthly base salary means the
monthly average of base salary for the highest 60 of the 120 months immediately preceding
January 1, 2007. For executives with less than 60 months of base salary history prior to
January 1, 2007, the executive’s starting monthly base salary will be imputed for the
number of months less than 60.
	 
	 	(g)	 	For purposes of determining the SERP benefits under this Article II, Section II for
executives with a length of service date on and after January 1, 2001 who participate in
the Account Balance Plan (ABP) feature of the Retirement Program, the frozen ABP amount
accrued as of December 31, 2006 shall be converted to an annuity for the purpose of
offsetting this amount from the target SERP using the following methodology:










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Article II, Section II. (g) (1)





	 	(1)	 	First, credit the December 31, 2006 ABP account balance with
interest credits until Normal Retirement Age (age 65) using the ABP crediting
rate in effect as of December 31, 2006 to calculate a projected lump sum value
at NRA.
	 
	 	(2)	 	Second, convert the amount determined under (1) above to an
annuity using the Retirement Program mortality table and the same ABP crediting
rate used in Article II, Section II (g) (1) above (the rate in effect as of
December 31, 2006) as the discount rate.
	 
	 	(3)	 	Third, offset target frozen SERP with the annuitized amount
determined under (2) above.






	 	(h)	 	For purposes of calculating the SERP benefits under this Article II, Section II,
the SERP benefit amounts will not be increased due to any election regarding commencement
of Retirement Program benefits on a reduced for early receipt basis.
	 
	 	(i)	 	The monthly Social Security offset amount used in paragraph (d) of this Section
shall be based upon the maximum 2007 monthly Primary Social Security benefit, regardless
of the executive’s age as of January 1, 2007 or availability to him/her of a U. S. Social
Security benefit. This Social Security offset amount shall not be changed for any
subsequent Social Security increase.
	 
	 	(j)	 	Any post-retirement increase under the Retirement Program does not reduce any
monthly benefit payable under this Plan. For purposes of this subsection, adjustments to
the IRC Section 415 limits are not considered post-retirement increases.










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Article II, Section III. Calculation of Alternative Formula SERP Benefits for Credited
Service Accrued Prior to January 1, 2007





	 	(a)	 	Alternative Formula SERP benefits determined under this Article II, Section III
as in effect prior to January 1, 2007, shall be frozen as of December 31, 2006. The
amount of the frozen benefits shall be calculated using the following factors:






	 	(1)	 	Part B or Part C Retirement Program credited service accrued as
of December 31, 2006 (maximum 35 years).
	 
	 	(2)	 	Average total direct compensation is the total of:






	 	a)	 	Average monthly base salary for the
highest 60 of the 120 months immediately preceding January 1, 2007,
as described in Article II, Section III (g) below, plus
	 
	 	b)	 	Average monthly incentive compensation
determined by dividing the total of the highest five of the ten
years of annual incentive awards received for the period 1997
through 2006, as described in Article II, Section III (h) below, by
60.






	 	(3)	 	The sum of all frozen accrued monthly benefits determined under
the Retirement Program as of December 31, 2006, prior to reduction for the cost
of any survivor coverage.
	 
	 	(4)	 	One hundred percent (100%) of the maximum monthly Primary Social
Security benefit payable in 2007 (regardless of actual receipt).






	 	(b)	 	Alternative Formula SERP benefits under this Article II, Section IIl shall be
determined for all executive employees on the active rolls as of December 31, 2006.
Those appointed to executive positions on or after January 1, 2007 are ineligible for
frozen Alternative Formula SERP benefits.
	 
	 	(c)	 	Executives must meet the eligibility and vesting requirements as set forth in
Article II, Section I to be eligible for SERP benefits under this Article II, Section
III.




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Article II, Section III. (d)





	 	(d)	 	The frozen monthly benefit determined under this Article II, Section IIl for
an eligible retiring executive shall be the greater of the monthly benefit, if any,
determined under either (1) the formula set forth in this Article II Section IIl or (2)
the formula described in Article II, Section II.
	 
	 	(e)	 	The frozen monthly benefit determined under this Article II, Section III will equal
1.5% of average total direct compensation (monthly base salary plus average monthly
annual incentive compensation, as defined in Article II, Section III (g) and Article II,
Section III (h) below), multiplied by the executive’s years of credited service (35-year
maximum), determined as of December 31, 2006, used to determine the frozen Part B
Supplementary benefits or the frozen Part C benefits under the Retirement Program, less
the sum of (1) all frozen accrued monthly benefits determined under the Retirement
Program, prior to reduction for the cost of any survivor coverage, and BEP (if any),
including the annuitized value of any frozen accrued Part C benefit, (as described in
Article II, Section III (i) below), (2) 100% of the maximum monthly Primary Social
Security benefit payable in 2007 (regardless of executive’s age in January 2007 or
availability to him/her of a U.S. Social Security benefit), and (3) any benefits payable
under certain other GM-provided programs, such as Extended Disability.
	 
	 	(f)	 	The “Special Benefit” provided under the GM Health Care Program is not taken into
account in determining the amount of any monthly benefits payable under this Article II,
Section III.
	 
	 	(g)	 	For purposes of this Article II, Section III, average monthly base salary means the
monthly average of base salary for the highest 60 of the 120 months immediately preceding
January 1, 2007. For executives with less than 60 months of base salary history prior to
January 1, 2007, the executive’s starting monthly base salary will be imputed for the
number of months less than 60.










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Article II, Section III. (h)





	 	(h)	 	For purposes of this Article II, Section III, average monthly incentive
compensation means an amount determined by dividing the total of the highest five of the
ten years of annual incentive awards received for the period 1997 through 2006, by 60.
For executives with less than five years of service as of December 31, 2006 or those
appointed to executive status within the last five years, the average of annual incentive
compensation awards paid for service through December 31, 2006 divided by the number of
years since date of hire or date of appointment to December 31, 2006 shall be imputed for
the number of years less than five. Each annual incentive award amount is the final
award amount related to the performance period year for which it was awarded. Moreover,
neither Performance Achievement Plan awards, Stock Performance Program awards, Stock
Incentive Plan grants, nor any other form of incentive payment, are eligible for
inclusion in determining a benefit under this Article II, Section III. Non-consecutive
years within the 1997 through 2006 period may be used for determining the blended amount
of average monthly (1) base salary, and (2) incentive compensation.
	 
	 	(i)	 	For purposes of calculating the benefits under this Article II, Section III for
executives with a length of service date on and after January 1, 2001 who participate in
the Account Balance Plan (ABP) feature of the Retirement Program, the frozen ABP account
balance accrued as of December 31, 2006 shall be converted to an annuity for the purpose
of offsetting this amount from the frozen target Alternative Formula SERP using the
following methodology:






	 	(1)	 	First, credit the December 31, 2006 ABP account balance with
interest credits until Normal Retirement Age (age 65) using the ABP crediting
rate in effect as of December 31, 2006 to calculate a projected lump sum value
at NRA.
	 
	 	(2)	 	Second, convert the amount determined under (1) above to an
annuity using the Retirement Program mortality table and the same ABP crediting
rate used in Article II, Section II (g) (1) (the rate in effect as of December
31, 2006) as the discount rate.




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Article II, Section III. (h) (3)





	 	(3)	 	Third, offset frozen target Alternative Formula SERP with the
amount determined under (2) above.






	 	(j)	 	For purposes of calculating the SERP benefits under this Article II, Section III,
the SERP benefit amounts will not be increased due to any election regarding commencement
of Retirement Program benefits on a reduced for early receipt basis.
	 
	 	(k)	 	The monthly Social Security offset amount used in paragraph (e) of this Section
shall be based upon the maximum 2007 Primary Social Security benefit, regardless of the
executive’s age as of January 1, 2007 or availability to him/her of a U. S. Social
Security benefit. This Social Security offset amount shall not be changed for any
subsequent Social Security increase.
	 
	 	(l)	 	Any post-retirement increase under the Retirement Program does not reduce any
monthly frozen Alternative Formula benefit that may become payable. For purposes of this
subsection, adjustments to the IRC Section 415 limits are not considered post-retirement
increases.
	 
	 	(m)	 	General Motors Asset Management executives who are transferred to GMAM or hired or
promoted into executive status on or after August 4, 2003 are ineligible for benefits
under this Article II, Section III.










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Article II, Section IV.  Calculation of 1.25% Career Average Pay Benefits for Credited
Service Accrued on and after January 1, 2007 for Executives
with a Length of Service date Prior to January 1, 2001





	 	(a)	 	Effective for service on and after January 1, 2007, ERP benefits under this Article
II, Section IV for Regular Active or Flexible Service U.S. executives, or U. S.
International Service Personnel executives, with a length of service date prior to
January 1, 2001 will be calculated using a 1.25% Career Average Pay formula as set forth
in this Article II, Section IV.
	 
	 	(b)	 	To be eligible for a 1.25% Career Average Pay ERP Benefit, an executive employee
must:






	 	(1)	 	Be a Regular Active or Flexible Service U.S. executive, or U.S.
International Service Personnel executive, on and after January 1, 2007 with a
length of service date prior to January 1, 2001; and
	 
	 	(2)	 	Be at work for GM or GMAM on or after January 1, 2007; and
	 
	 	(3)	 	Meet the eligibility and vesting requirements as set forth in
Article II, Section I.






	 	(c)	 	Eligible executives will accrue benefits under this Section with respect to actual
base salary received while an executive for service on and after January 1, 2007 equal to
1.25% of base salary in excess of the compensation limit in effect under IRC 401(a)(17)
for the Retirement Program. As benefits are specified on a career average pay basis,
subsequent base salary increases will not impact the value of previously accrued
benefits.




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Article II, Section IV. (d)





	 	(d)	 	In addition, such eligible executives will accrue annual benefits under this
Article II, Section IV equal to 1.25% of any Annual Incentive Plan final awards with
respect to annual incentive compensation performance periods commencing on and after
January 1, 2007.






	 	(1)	 	Pro-rata annual incentive awards attributable to the year of
retirement will not be used in the calculation of benefits under this Section.
	 
	 	(2)	 	General Motors Asset Management executives who are transferred to
GMAM or hired or promoted into executive status on or after August 4, 2003 are
ineligible for 1.25% Career Average Pay ERP benefits calculated with respect to
annual incentive compensation.





Article II, Section V. Calculation of 4% Defined Contribution Benefits for Credited
Service Accrued on and after January 1, 2007





	 	(a)	 	Effective for service on and after January 1, 2007, ERP benefits under this Article
II, Section V for Regular Active or Flexible Service U.S. executives, or U.S.
International Service Personnel executives, with a length of service date on and after
January 1, 2001 will be accumulated using a 4% defined contribution formula
	 
	 	(b)	 	To be eligible for the 4% defined contribution benefits under this Section , an
executive employee must:






	 	(1)	 	Be a Regular Active or Flexible Service U.S. executive, or U.S.
International Service Personnel executive, with a length of service date on or
after January 1, 2001; and
	 
	 	(2)	 	Be at work for GM or GMAM on or after January 1, 2007; and
	 
	 	(3)	 	Meet the eligibility and vesting requirements as set forth in
Article II, Section I.










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Article II, Section V. (c)





	 	(c)	 	Eligible executives with a length of service date on and after January 1, 2001 will
accrue benefits under this Article II, Section V with respect to actual base salary
received for service on and after January 1, 2007 consisting of notional contributions
equal to 4% of base salary in excess of the annual compensation limit under IRC
401(a)(17) in effect for the S-SPP. Such notional contributions shall be made each pay
period into an unfunded notional defined contribution account maintained for each
eligible executive on a book reserve basis.
	 
	 	(d)	 	In addition, such eligible executives will accrue benefits under this Article II,
Section V equal to 4% of any Annual Incentive Plan award payouts received with respect to
annual incentive compensation performance periods commencing on and after January 1,
2007.






	 	(1)	 	Pro-rata annual incentive awards attributable to the year of
retirement will not be used in the calculation of benefits under this Article
II, Section V (d).
	 
	 	(2)	 	General Motors Asset Management executives who are transferred to
GMAM or hired or promoted into executive status on or after August 4, 2003 are
ineligible for the 4% benefits calculated with respect to annual incentive
compensation under this Article II, Section V (d).
	 
	 	(3)	 	Such notional contributions shall be made into an unfunded
notional defined contribution account maintained for each eligible executive on
a book reserve basis effective with the date of payment of each eligible annual
incentive award.










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Article II, Section V. (e)





	 	(e)	 	The individual amounts for each eligible executive shall be an unfunded, notional
defined contribution account that will be credited with earnings based on investment
options as selected by the executive from the list below:






	 	(1)	 	GM $1-2/3 Par Value Common Stock
	 
	 	(2)	 	Promark Income Fund
	 
	 	(3)	 	Promark Balance Fund
	 
	 	(4)	 	Promark Large Cap Index Fund
	 
	 	(5)	 	Promark Emerging Market Fund
	 
	 	(6)	 	Fidelity Contrafund
	 
	 	(7)	 	Fidelity Diversified International






	 	 	 	Until such time as the executive makes an eligible investment choice, the executive’s
account will be credited with earnings based on the Promark Income Fund. In the event
any of the listed funds are discontinued, absent an election by the executive (if
any), the notional amounts in such funds will be transferred to other funds
designated by the Plan Administrator.





Article II, Section VI. Payment of Benefits





	 	(a)	 	Payment of benefits, in the monthly amount determined pursuant to Article II,
Section II, III, IV or V of this Plan, are payable in accordance with the terms and
conditions established by the Plan Administrator.
	 
	 	(b)	 	Key executive employees, as defined by IRC 409A, will have a six month waiting
period (or, if earlier, the date of death) before commencement of payment of any Plan
benefits payable on account of a separation from service. During the six month waiting
period, all amounts payable under this Plan will accumulate without interest and be paid
effective with the seventh monthly payment.










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Article II, Section VI. (c)





	 	(c)	 	The payment of benefits under this Plan shall be reduced by the amount that a
Participant owes the Corporation or any subsidiary, for any reason, including but not
limited to benefit overpayments, wage overpayments, and amounts due under all incentive
compensation plans. The Participant will be relieved of liability in the amount of the
reduction following the payment to the Corporation.
	 
	 	(d)	 	Upon retirement, total and permanent disability retirement or death, all vested
Plan benefits, including any frozen SERP benefits, if applicable, will be converted to a
five year monthly annuity form of payment.






	 	(1)	 	For retirements or death in service at or after age 60, the
monthly value of benefits under the Plan shall be unreduced for early age
receipt.
	 
	 	(2)	 	For retirements commencing at age 55 to age 59 and 11 months, or
death in service at or after age 55 and prior to age 60, the monthly value of
any Plan benefits determined under Article II, Section IV, and any frozen SERP
benefits determined under Article II, Section II or III for executives with a
length of service date prior to January 1, 2001, shall be reduced for early age
receipt prior to conversion to a five year monthly annuity form of payment. The
defined contribution individual account plan benefits under Article II, Section
V for executives with a length of service date on or after January 1, 2001 will
be converted to a five year monthly annuity form of payment without early age
reduction










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Article II, Section VI. (d) (3)





	 	(3)	 	For total and permanent disability retirements, the monthly value
of benefits under Article II of this Plan shall be unreduced for early age
receipt and converted to a five year monthly annuity using the following
methodology:






	 	a)	 	First, offset the monthly value of
benefits under this Article II by the amount of any Extended
Disability Benefits (EDB) payable to age 65 to determine the amount
of monthly ERP and frozen SERP payable to age 65, if any.






	 	1)	 	For this purpose, the
conversion of any Article II, Section V ERP to a lifetime
monthly annuity will use the Retirement Program discount rate
in effect at the date of total and permanent disability
retirement.






	 	b)	 	Second, convert the monthly value of
benefits determined in Article II, Section VI (3) (a) above to a
five year monthly annuity using age at effective date of total and
permanent disability retirement.
	 
	 	c)	 	Third, convert the monthly value of
benefits under this Article II payable from age 65 to a five year
annuity using age 65 as the effective date of payment.
	 
	 	d)	 	Fourth, add the five year annuity values
calculated in Article II, Section VI (3) (b) plus Article II,
Section VI (3) (c) above to determine the total amount of the five
year annuity payment.
	 
	 	e)	 	Fifth, commence five year annuity payment
effective with date of total and permanent disability retirement.






	 	(4)	 	Early receipt reduction factors will be identical to those used
under the terms of the Retirement Program.




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Article II, Section VI. (d) (5)





	 	(5)	 	The conversion of the monthly value of any benefits determined
under Article II, Section IV, including any frozen Plan benefits (after applying
any reduction for early age receipt), for executives with a length of service
date prior to January 1, 2001 to a five year annuity form of payment, shall be
made using the same discount rate and mortality tables applicable under the
Retirement Program at date of separation from service. The defined contribution
benefits under Article II, Section V for executives with a length of service
date on or after January 1, 2001, will not use a mortality table for the
conversion to a five year annuity form of payment.
	 
	 	(6)	 	If the present value of all ERP and frozen SERP benefits is
$25,000 or less, such amount shall be paid in a lump sum following separation
from service.
	 
	 	(7)	 	Should the executive die during the five year annuity payment
period, the remaining five year annuity payments will be continued for the
remainder of the 60 month term to a beneficiary named at date of retirement. If
the executive is married at date of retirement spousal consent will be required
to name a beneficiary other than the spouse. If such person dies while in
receipt of five year annuity payments any remaining five year annuity payments
will be converted to a one-time lump sum and paid to the beneficiary’s estate.
If more than one person is named as beneficiary, any remaining five year annuity
payments will be converted to a present value lump sum for payment to the named
beneficiaries at the percentages designated for their respective interests. If
their respective interests are not specified, their interests shall be several
and equal. If a non-living entity such as a trust is named as beneficiary, or
the executive should have no living beneficiary, any remaining five year annuity
payments will be converted to a present value lump sum for final payment.










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Article II, Section VI. (d) (8)





	 	(8)	 	Should an executive who is vested pursuant to the provisions of
Article II, Section I die during active service with General Motors, benefits
payable under Article II, Section VI (d) (1) and Article II, Section VI (d) (2)
will be paid for the five year annuity term to the executive’s surviving spouse.
If the surviving spouse dies while in receipt of five year annuity payments any
remaining five year annuity payments will be converted to a one-time lump sum
and paid to the surviving spouse’s estate. If the executive is not married at
date of death, the person designated as primary beneficiary for the executive’s
Basic Life Insurance will receive the five year annuity payments. If the
primary beneficiary has predeceased the executive any contingent beneficiaries
designated for the executive’s Basic Group Life insurance will receive the five
year annuity payments. If more than one person is named as the eligible
beneficiary for the executive’s Basic Group Life insurance at date of death, the
five year annuity payments will be converted to a present value lump sum for
payment at the percentages designated for their respective interests as eligible
beneficiaries of the executive’s Basic Group Life insurance. If their
respective interests are not specified, their interests shall be several and
equal. If a non-living entity such as a trust is named as beneficiary, or the
executive should have no living beneficiary, the five year annuity payments will
be converted to a present value lump sum for final payment.
	 
	 	(9)	 	The obligation to provide benefits under this Article II shall
cease at the end of the five year annuity period or upon payment of a present
value lump sum to multiple named beneficiaries, a trust or to the executive’s
estate as described in Article II, Section VI (d) (7) and Article II, Section
VI (d) (8) above.




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Article II, Section VI. (d) (10)





	 	(10)	 	The Plan benefits under this Article II for active executives who
were age 62 and above as of December 31, 2004 with a minimum of 10 years Part B
or Part C credited service under the Retirement Program are grandfathered under
the terms of the Plan in effect prior to January 1, 2007, unless otherwise
ineligible to be grandfathered (that is, a Partial Lump Sum with remaining
monthly annuity or monthly annuity only) for benefit amounts accrued and vested
through December 31, 2004 in compliance with IRC Section 409A. Benefit amounts
accrued after December 31, 2004 for such grandfathered executives are payable
only as a monthly annuity. Such grandfathered executives are not eligible for
the five year annuity form of payment.




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Article III. Benefit Equalization Plan




Article III, Section I. Eligibility and Vesting





	 	(a)	 	Eligibility to participate in this Article III shall be limited solely to those
active executive level or separated executive level employees, or the designated
beneficiaries of such active executive level or separated executive level employees,
whose aggregate contributions and benefits under the Retirement Program and/or the S-SPP
are in excess of the maximum limitations on compensation, contributions and benefits
imposed by Sections 401(a)(17) and/or 415 of the Code.
	 
	 	(b)	 	For purposes of this Article III, the terms “designated beneficiary” or “designated
beneficiaries” shall include surviving spouses and contingent beneficiaries. The term
“Participant” shall refer to an eligible active executive level employee or a former
executive level employee who has separated from service and is otherwise eligible for
benefits under this Article III.
	 
	 	(c)	 	In no event shall executive level employees retiring or separating on or after
January 1, 2005 be entitled to retirement benefits payable under Article III, Section II
(a).
	 
	 	(d)	 	Eligible executives will be immediately vested in any benefits accrued under
Article III, Section II (b) prior to January 1, 2007.
	 
	 	(e)	 	Eligible executives will become vested in any benefits accrued on and after January
1, 2007 under Article III Section II (b) upon their attainment of age 55 with a minimum
of 10 years’ credited service. For this purpose, credited service is as defined in the
S-SPP.










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Article III, Section II. Amount of Benefits





	 	(a)	 	A separated executive level employee who is eligible to participate in this Article
III and is retired or separated prior to January 1, 2005, or the designated beneficiary
of such a deceased executive level employee, who was eligible to participate in this
Article III, shall be eligible to receive as a retirement benefit under this Article III
an amount which, when added to the benefit such employee or designated beneficiary is
entitled to receive under the Retirement Program, and prior to the deduction of any and
all withholdings, including, but not limited to, taxes and a Qualified Domestic Relations
Order (QDRO), is exactly equal to the amount of the benefit such employee or designated
beneficiary would be entitled to receive under the Retirement Program if the Retirement
Program had no maximum benefit limitations imposed by Section 415(b) of the Code.
	 
	 	(b)	 	An executive level employee who is eligible to participate in this Article III, or
the designated beneficiary of such a deceased executive level employee who was eligible
to participate in this Article III, shall be eligible to receive the value of the assets
that would have been purchased with GM S-SPP matching contribution amounts and the S-SPP
1% GM Benefit Contribution, if eligible, plus related earnings on such assets, set forth
in Article III, Section II (c) below, but for the maximum benefit limitations imposed
under Section 415(c) of the Code and maximum compensation limits imposed under Section
401(a)(17) of the Code. The portion of the Plan that provides benefits in the event the
maximum compensation limits under Section 401(a)(17) of the Code apply is an unfunded
plan for the purpose of providing deferred compensation for a select group of management
or highly compensated employees. The value of assets described in this Article III,
Section II (b) shall be separately accounted for each employee or designated beneficiary.










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Article III, Section II (c)





	 	(c)	 	Prior to April 1, 2007 earnings on the unfunded, notional account assets will be
valued as though such amounts had been invested in the GM $1-2/3 par value Common Stock
Fund under the S-SPP. Effective April 1, 2007 the value of the assets for each eligible
executive shall be maintained in an unfunded, notional account that will be credited with
earnings based on investment options as selected by the executive from the list below.






	 	(1)	 	GM $1-2/3 Par Value Common Stock
	 
	 	(2)	 	Promark Income Fund
	 
	 	(3)	 	Fidelity Balance Fund
	 
	 	(4)	 	Promark Large Cap Index Fund
	 
	 	(5)	 	Fidelity Emerging Market Fund
	 
	 	(6)	 	Fidelity Contrafund
	 
	 	(7)	 	Fidelity Diversified International






	 	 	 	Commencing effective April 1, 2007, until such time as the executive makes an
eligible investment choice, the executive’s account will be credited with earnings
based on the Promark Income Fund. In the event any of the listed funds are
discontinued, absent an election by the executive (if any), the notional amounts in
such funds and future contributions that were designated for that fund will be
transferred to the fund that such option is mapped to by the S-SPP.






	 	(d)	 	Notwithstanding any provision of this Article III, no elections, modifications or
distributions will be allowed or implemented if they would cause an otherwise eligible
Participant to be subject to tax (including interest and penalties) under Internal
Revenue Code Section 409(A).




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GENERAL MOTORS

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Article III, Section III. Payment of Benefits





	 	(a)	 	Payment of benefits in the amount determined pursuant to Article III, Section II
(a) shall be payable in accordance with all the terms and conditions of payment as
specified in the Retirement Program. If the payment of benefits under this Article III
and the payment of benefits under the Retirement Program cannot be made coincidentally,
then such benefit payments under this Article III shall be made after the benefit
payments from the Retirement Program.
	 
	 	(b)	 	For assets accrued on or before December 31, 2004, payment of benefits in the
amount determined pursuant to Article III, Section II (b) for separations prior to
January 1, 2007, shall be payable to the Participant in a lump-sum amount on the earlier
of the Participant’s request or as soon as practicable following such Participant’s total
distribution of their S-SPP account. Such distributions will be based on the market
value on the Business Day on which the request is received or the day in which the
participant’s S-SPP account is totally distributed, as confirmed by the GM Benefits &
Services Center provided that the request is received or the S-SPP account is totally
distributed before the close of business of the New York Stock Exchange (NYSE), normally
4:00 p.m. (EST). A withdrawal request received and confirmed by the GM Benefits &
Services Center after the close of business of the NYSE, or on a weekend or holiday
observed by the NYSE, will be based on the market value on the next Business Day.




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GENERAL MOTORS

EXECUTIVE RETIREMENT PLAN




Article III, Section III. (c)





	 	(c)	 	For separations on and after January 1, 2007, payment of vested plan benefits, in
the amount determined pursuant to Article III, Section II (b) will be converted to a five
year monthly annuity form of payment.






	 	(1)	 	Conversion of the account value at date of separation to a five
year annuity will use the same discount rate applicable under Article II,
Section VI (d) (5) at date of separation from service.
	 
	 	(2)	 	If the separated executive is eligible for payment of Executive
Retirement Plan (ERP) benefits under Article II, payable as a five year annuity,
payment of benefits as a five year annuity under this Article III will be
combined with and paid coincident with ERP payments under Article II.
	 
	 	(3)	 	If the account value at date of separation is $25,000 or less,
such amount shall be paid in a lump sum as soon as practicable following such
Participant’s date of separation, but in no event later than March 15 of the
following year. Such distributions will be based on the market value as of the
tenth Business Day following the date of separation.






	 	(d)	 	The payment of benefits under Article IIII, Section III (a), (b) and (c) above
shall be reduced by the amount that a Participant owes the Corporation or any subsidiary,
for any reason, including benefit overpayments, wage overpayments, and amounts due under
all incentive compensation plans. The Participant will be relieved of liability in the
amount of the reduction following the payment to the Corporation.
	 
	 	(e)	 	Key executive employees, as defined by IRC 409A, will have a six month waiting
period (or, if earlier, the date of death) before commencement of payment of any Plan
benefits payable on account of a separation from service. During the six month waiting
period, all amounts payable under this Plan will accumulate without interest and be paid
effective with the seventh monthly payment.










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Article IV. Other Matters




Article IV, Section I. Amendment, Modification, Suspension, or Termination by Corporation





	 	(a)	 	The Corporation reserves the right, by and through the Executive Compensation
Committee of the Board of Directors or its delegate, to amend, modify, suspend, or
terminate this Plan in whole or in part, at any time. No oral statements can change the
terms of this Plan. This Plan can only be amended, in writing, by the Board of
Directors, the Executive Compensation Committee, or an appropriate individual or
committee as designated by the Board of Directors or Executive Compensation Committee.
Absent an express delegation of authority from the Board of Directors or the Executive
Compensation Committee, no one has the authority to commit the Corporation to any benefit
or benefits provision not provided for under this Plan or to change the eligibility
criteria or other provisions of this Plan.
	 
	 	(b)	 	The Corporation may, from time-to-time and in its sole discretion, adopt limited
early retirement provisions to provide retirements (i) during a specified period of time,
(ii) at a specified level of benefits, and (iii) for identified executive employees. Any
such early retirement provisions relating to the Plan that may be adopted by the
Corporation are made a part of this Plan as though set out fully herein.
	 
	 	(c)	 	The Corporation may, from time-to-time and in its sole discretion, adjust the
amount of an executive’s credited service used to determine the benefits under this Plan,
or the amount of benefits payable to an executive under this Plan





Notwithstanding the above, other than suspension or forfeiture as set forth in Article I,
Section IV (b) with respect to any benefits that are vested or in payment pursuant to the
terms of this Plan, the prior Benefit Equalization Plan or the prior Supplemental Executive
Retirement Program (SERP), no amendment, modification, suspension, or termination may reduce
the vested rights or benefits of participants under this Plan, including benefits being
provided to current executive retirees or their surviving spouse, without the participant’s,
retiree’s, or surviving spouse’s written permission, unless such amendment, modification,
suspension or termination is required by law.



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EXECUTIVE RETIREMENT PLAN




Article IV, Section II. Claim Denial Procedures




The Plan Administrator will provide adequate notice, in writing, to any Participant or beneficiary
whose claim for benefits under the Plan has been denied, setting forth the specific reasons for
such denial. The Participant or beneficiary will be given an opportunity for a full and fair
review of a decision by the Plan Administrator denying a claim for benefits. An appeal may be
filed with the Executive Compensation Committee of the Board of Directors, which has been delegated
final discretionary authority to construe, interpret, apply, and administer the Plan. Such appeal
to the Executive Compensation Committee must be filed, in writing, within 60 days from the date of
the written decision from the Plan Administrator denying the claim for benefits. Such an appeal
may be initiated by forwarding the request to General Motors Corporation, 300 Renaissance Center,
Mail Code 482-C32-C61, P.O. Box 300, Detroit, Michigan 48265-3000. As a part of this review, the
Participant or beneficiary must submit any written comments that may support their position. The
Executive Compensation Committee shall be the final review authority with respect to appeals, and
its decision shall be final and binding upon the Corporation and the participant or beneficiary.



Article IV, Section III. Service of Legal Process




Service of legal process on General Motors Corporation may be made at any office of the CT
Corporation. The CT Corporation, which maintains offices in 50 states, is the statutory agent for
services of legal process on General Motors Corporation. The procedure for making such service
generally is known to practicing attorneys. Services of legal process also may be made upon
General Motors Corporation, 400 Renaissance Center, Mail Code 482-038-210, Detroit, Michigan
48265-4000.



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Article IV, Section IV. Named Fiduciary 




The Executive Compensation Committee of the Corporation’s Board of Directors shall be the Named
Fiduciary with respect to the Plan. The Executive Compensation Committee may delegate authority to
carry out such of its responsibilities, as it deems proper, to the extent permitted by ERISA.



Article IV, Section V. Non-Assignability




It is a condition of this Plan, and all rights of each Participant shall be subject thereto, that
to the full extent permissible by law no right or interest of any Participant in this Plan or in
his or her account shall be assignable or transferable, in whole or in part, either directly or by
operation of law or otherwise, including, but not by way of limitation, execution, levy,
garnishment, attachment, pledge, bankruptcy, or in any other manner, and further excluding
devolution by death or mental incompetence. No right or interest of any Participant in this Plan
or in their account shall be liable for, or subject to, any obligation or liability of such
Participant except as provided in Article II, Section VI (c).




31