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Exhibit 10(b)




GENERAL MOTORS 2002 ANNUAL INCENTIVE PLAN

As Amended December 4, 2006




     1. The purposes of the General Motors 2002 Annual Incentive Plan (this “Plan”) are to
reward performance and provide incentive for future endeavor to certain employees who contribute to
the success of the business by making them participants in that success.



     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” or “GM”), may, prior to June 1, 2007, authorize the granting to
employees of the Corporation of annual target awards. 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 annual grants
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.
All such awards shall be denominated and paid in cash (U.S. dollars or local currency equivalent).



     2(b). Prior to the grant of any target award, the Committee shall establish for each such
award 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. 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 which requires changes to preserve the
incentive features of this Plan, the Committee may make appropriate adjustments.



     2(e). Except as otherwise provided in paragraph 6, the percentage of each target award to be
distributed to an employee shall be determined by the Committee on the basis of the performance
levels established for such award and the performance of the applicable enterprise or specified
portion thereof, as the case may be, during the performance 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



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individual performance during such period, which for covered officers will involve only
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 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 may be made by the Chief Executive Officer. Any target award, as determined and
adjusted pursuant to this paragraph 2(e) and paragraph 6, is herein referred to as a “final award.”
The total aggregate final award paid to any employee for any one year shall not exceed $7.5
million. The Committee shall certify the final awards earned by covered officers in writing prior
to any award payments.



     3. Subject to such additional limitations or restrictions as the Committee may impose, the
term “employees” shall mean persons (a) who 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 (b) who accept (or previously have accepted) employment, at the request of the
Corporation, with any entity not described in 3(a) above but in which the Corporation has, directly
or indirectly, a substantial ownership interest. For purposes of this Plan, the term “subsidiary”
shall mean (i) 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 (ii) 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 shall 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.



     4(a). Target awards which 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 6. 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). With respect to target awards which have become final awards as provided in paragraph
2(e), the Committee may, in its discretion, pay to the participant interest on all portions thereof
which are unvested. No holder of a target award shall have any rights to interest prior to such
target award becoming a final award. Any interest payable with respect to such unvested final
awards shall be paid at such times, in such amounts, and in accordance with such procedures as the
Committee shall determine.



     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.



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     5(b). No target award shall be granted to any director of the Corporation who is not an
employee at the date of grant.



     6(a). Payment of any final award (or portion thereof) to an individual employee shall be
subject to the satisfaction of the conditions precedent that such employee: (i) continue to 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. Except as otherwise provided under paragraph 6(c) below, the
failure by any employee to satisfy such conditions precedent shall result in the immediate
cancellation of the unvested portion of any final award previously made to such employee and such
employee shall not be entitled to receive any consideration in respect of such cancellation.



     6(b). If any employee is dismissed for cause or quits employment without the prior consent of
the Corporation, the unvested portion of any final award previously made to such employee shall be
canceled as of the date of such termination of employment, and such employee shall not be entitled
to receive any consideration in respect of such cancellation.



     6(c). Upon termination of an employee’s employment for any reason other than as described in
(b) above, the Committee may, but shall not in any case be required to, waive the condition
precedent relating to the continued rendering of services in respect of all or any specified
percentage of the unvested portion of any final award, as the Committee shall determine. To the
extent such condition precedent is waived, the Committee may accelerate the vesting of all or any
specified percentage of the unvested portion of any final award.



     6(d). For purposes of this Plan, a qualifying leave of absence, determined in accordance with
procedures established by the Committee, shall not constitute a termination of employment, except
that a final award shall not vest during a leave of absence granted an employee for local, state,
provincial, or federal government service.



     6(e). If employment of an employee is terminated by death, all final awards not currently
vested shall immediately vest.



     7. Subject to paragraph 6, all final awards which have vested in accordance with the
provisions of this Plan shall be paid in cash 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 determination, or vesting, if applicable occurs. If the Corporation
shall have any unpaid claim against an employee arising out of or in connection with the 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 repay gains pursuant to
paragraph 5(e) of the General Motors 2002 Stock Incentive Plan, or Corporate business credit card
charges.



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     8. 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.



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



     10. 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 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 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.



     11. 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.



     12.(a) 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 be paid at the target award
level, or, if greater, at the level resulting from the Corporation’s actual performance based on
the most recent forecast approved by the Executive Compensation Committee. 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.



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     12.(b) 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 was prorated and to be paid when final
awards were determined hereunder shall be entitled to receive payment of such final prorated award
at the conclusion of the performance period at the target level or, if greater, at the level
resulting from the Corporation’s actual performance. Any such award shall be prorated in the same
manner as in Paragraph 12(a).



     12.(c) A “Change in Control” shall mean the occurrence of any one of the following:




     (i) any “person” or “group” as those terms are used in the Securities Exchange Act of
1934, as amended, (the “Exchange Act”), other than any employee benefit plan of GM or a
trustee or other administrator or fiduciary holding securities under an employee benefit
plan of the Corporation, is or becomes the current beneficial owner, within the meaning of
Rules 13d-3 and 13d-5 promulgated under the Exchange Act, of GM securities representing in
the aggregate 20% or more of the combined voting power of GM’s then outstanding securities
entitled to vote in general matters coming before stockholders of the Corporation, whether
in a meeting or otherwise; provided, however, that the provisions of this subsection (a) are
not intended to apply to or include as a Change in Control any transaction that is
specifically excepted from the definition of Change in Control under subsection (iii) below.




     In the event that the application of this subsection (i) to an occurrence that has
taken place or may take place raises interpretive issues regarding the foregoing definitions
of “person,” and “group,” a duly adopted resolution of the Board of Directors of the
Corporation or the Directors & Corporate Governance Committee, or a successor thereof (the
“D&CG Committee”), determining that a Change in Control, as defined in this subsection (i),
has occurred or will occur shall be final, binding and conclusive for all purposes under the
terms of this Plan, and no revocation of that decision, rescission of that resolution or
change to the terms hereof shall alter the effect of the resolution of the Board of
Directors or the D&CG Committee that such occurrence does or will constitute a Change in
Control, unless the effect of such rescission, revocation, change, or alteration shall not
have an adverse effect on employees covered by this Plan to the extent they have benefited
or will benefit by reason of such resolution;




     (ii) during any two-year period, Incumbent Directors, as hereinafter defined, cease for
any reason to constitute a majority of the Board. For purposes of this paragraph,
“Incumbent Director” shall mean the directors of the Corporation on the Effective Date and
any new directors whose election by the Board or nomination for election by the
Corporation’s stockholders was approved by at least two-thirds of the directors still in
office who were Incumbent Directors (including individuals whose appointment or election to
office after the Effective Date satisfied the requirements of this paragraph); provided,
however, that, notwithstanding the foregoing, no individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest (as such terms
are used in Rule 14a-11 or Regulation 14A promulgated under the Exchange Act or successor
statutes or rules containing analogous concepts) or other actual or threatened solicitation
of proxies or consents by or on behalf of an individual, corporation, partnership, group,
associate or other entity or “person” other than the Board, shall in any event be considered
to be an Incumbent Director;



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     (iii) GM merges, consolidates or combines with any other corporation or other entity,
other than a merger, consolidation, combination or any similar transaction, without regard
to the form thereof, (A) that would result in all or a portion of the voting securities of
GM outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity or parent
entity thereof) securities representing more than 50% of the combined voting power of the
voting securities of GM or such surviving entity (or parent entity thereof) outstanding
immediately after such merger or consolidation and (B) by which the corporate existence of
GM is not affected and following which GM’s Chief Executive Officer would retain his or her
position with GM and the GM directors would remain on the Board of the Corporation and
constitute a majority thereof; provided, however, that if GM is not the ultimate parent of
the controlled group of which it is a member, references to GM in clause (B) of this
subsection shall be deemed to refer to such ultimate parent of the Corporation or its
successor;




     (iv) GM sells or otherwise disposes of all or substantially all of its assets; or




     (v) the stockholders of the Corporation approve a plan of complete liquidation of GM.



     12.(d) “Good Reason” for termination by the participant of the participant’s employment shall
mean the occurrence (without the participant’s express written consent) of any one of the following
acts by the Employer, or failures by the Employer to act, following the occurrence of a Change in
Control:



(i) a significant adverse change in the participant’s authority, duties,
responsibilities or position from those in effect immediately prior to the Change in
Control; provided that, notwithstanding the foregoing, the following are not “Good
Reason”: (A) an isolated, insubstantial and inadvertent action not taken in bad
faith and which is remedied by the Employer promptly after receipt of notice thereof
given by the participant, or (B) for employees below the level of Executive Vice
President, a change of less than two levels in the position to which the participant
reports, or (C) a change in the person to whom the participant reports:



(ii) a reduction in the participant’s annual base salary as in effect immediately
prior to the Change in Control or as the same may be increased from time to time
following the Change in Control, or a reduction in the level of the participant’s
incentive opportunity under the incentive plans as in effect immediately prior to
the Change in Control or as the same may be increased from time to time following
the Change in Control;



(iii) the Employer’s requiring the participant to change the principal workplace
location at which the participant is based to a location that is greater than 50
miles distant from such participant’s principal workplace location immediately prior
to the date of such change of location;



(iv) the failure by the Corporation or the Employer (as applicable) to pay to the
participant (A) any portion of the participant’s annual base salary, (B) any awards
earned pursuant to the incentive plans or (C) any portion of an installment of
deferred compensation under any deferred compensation program of the Corporation or any of its Subsidiaries, in each case within seven days of the
date such compensation is due;


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(v) the failure by the Corporation or the Employer (as applicable) to continue in
effect any compensation plan or program in which the participant participates
immediately prior to the Change in Control and which is material to the
participant’s total compensation, including, without limitation, the incentive plans
or any plans or programs adopted in substitution thereof prior to the Change in
Control, unless an equitable arrangement (embodied in an ongoing substitute or
alternative plan or program) has been made with respect to such plan or program, or
the failure by the Corporation or the Employer (as applicable) to continue the
participant’s participation therein (or in such substitute or alternative plan or
program) on a basis not materially less favorable, both in terms of the amount of
opportunities provided and the level of the participant’s participation relative to
other positions, as existed at the time of the Change in Control;



(vi) the failure by the Corporation or the Employer (as applicable) to continue to
provide the participant with benefits substantially similar to those enjoyed by the
participant in the aggregate under any of the Corporation’s or the Employer’s (as
applicable) pension and retirement, fringe benefit and welfare plans, including life
insurance, medical, health and accident, disability, and vacation plans and programs
in which the participant participates immediately prior to the Change in Control or
the taking of any action by the Corporation or the Employer (as applicable) which
would directly or indirectly materially reduce any of such benefits or deprive the
participant of any material fringe benefits enjoyed by the participant immediately
prior to the Change in Control;



(vii) the failure by the Corporation or the Employer (as applicable) to continue to
provide the participant with indemnification and insurance coverage under the
Corporation’s Certificate of Incorporation, Bylaws and any applicable agreement to
which the participant is a party or of which the participant is a beneficiary, which
is substantially the same as that enjoyed by the participant under any such
instruments or arrangements immediately prior to the Change in Control;



(viii) the failure of the Corporation to obtain a satisfactory agreement from any
successor to assume and agree to perform this Plan; or



(ix) any purported termination of the participant’s employment by the Corporation or
the Employer (as applicable) which is not effected pursuant to a Notice of
Termination.



     The participant’s right to terminate the participant’s employment for Good Reason shall not be
affected by the participant’s incapacity due to physical or mental illness.



     The participant’s continued employment shall not constitute consent to, or a waiver of rights
with respect to, any act or failure to act constituting Good Reason hereunder. Notwithstanding the
foregoing, the occurrence of an event that would otherwise constitute Good Reason hereunder shall
cease to be an event constituting Good Reason if (i) the participant fails to provide the
Corporation with notice of the occurrence of any of foregoing within the ninety-day period
immediately following the date on which the participant first becomes aware (or reasonably should
have become aware) of the occurrence of such event, (ii) the participant fails



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to provide the Corporation with a period of at least thirty days from the date of such notice
to cure such event prior to terminating his or her employment for Good Reason or (iii) Notice of
Termination is not provided to the Corporation by the participant within ninety days following the
day on which the thirty-day period set forth in the preceding clause (ii) expires; provided, that
the notice period required by clause (ii) and referred to in clause (iii) shall end two days prior
to the third anniversary of the Change in Control in the event that the third anniversary of the
Change in Control would occur during such thirty-day period.



     12.(e) “ Employer” shall mean, as applicable to any Participant, the Corporation or Subsidiary
that employs the Participant.



     12.(f) “Notice of Termination” shall mean a notice that indicates the basis for any
termination of employment and sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of a participant’s employment.



     12.(g) “Person” shall mean any individual, corporation, partnership, association, limited
liability corporation, joint-stock corporation, trust, unincorporated organization or government or
political subdivision thereof, including any employee or participant of the Corporation and its
Subsidiaries.



     12.(h) “Subsidiary” shall mean (i) a corporation in which capital stock having ordinary voting
power to elect a majority of the board of directors is owned, directly or indirectly, by the
Corporation and (ii) any unincorporated entity in respect of which the Corporation can exercise,
directly or indirectly, control comparable to that described in clause (i).



     12.(i) The preceding provisions of this Section 12 shall apply notwithstanding any other
provision of the Plan to the contrary, unless the Committee shall have expressly provided in any
applicable award for different provisions to apply in the event of a Change in Control. For the
avoidance of doubt, any such different provisions may be more or less favorable to either of the
parties to the award, but if the application of such different provisions is unclear, uncertain, or
ambiguous, the provisions of this Section 12 shall govern.



     13. 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.



     14. Notwithstanding anything in this Plan to the contrary, any award made to a participant
under this Plan on or after January 1, 2007 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.



     15. 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



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otherwise permitted under paragraphs 2(d), 4, or 6), 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. For the avoidance of
doubt, the provisions of Section 12(c) may be amended by the Board if necessary or desirable to be
compliant or consistent with, or to avoid adverse consequences to Participants under Section 409A
of the Code.



     16. 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.



     17. 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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