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Exhibit 10(n)




GENERAL MOTORS BENEFIT EQUALIZATION

PLAN FOR SALARIED EMPLOYEES

(Amended as of October 18, 2005)




     General Motors Corporation established, effective December 31, 1976, the General Motors
Benefit Equalization Plan for Salaried Employees (hereinafter referred to as the “Plan”. The Plan
was last amended effective October 18, 2005.



     The purpose of this Plan is to provide for the equalization of benefits available to highly
compensated salaried employees of General Motors Corporation (the “Corporation”) under the General
Motors Retirement Program for Salaried Employees (the “Retirement Program”) and the General Motors
Savings-Stock Purchase Program for Salaried Employees (the “S-SPP”), when such employees’
contribution and benefit levels exceed the maximum limitations on contributions and benefits
imposed by Section 2004 of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), and Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended (the
“Code”). 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.



ARTICLE I

Administration of the Plan





	(a)	 	This Plan shall at all times be maintained, considered, and administered as a plan wholly
separate and distinct from the Retirement Program and the S-SPP, and shall be maintained as an
unfunded plan without the intention of complying with the standards of a qualified plan that
are required under the Code.
	 
	(b)	 	The Corporation is the Plan Administrator. The Plan Administrator may delegate various
aspects of the Plan administration as it deems appropriate. The Plan Administrator’s address
is General Motors Corporation, 300 Renaissance Center, P.O. Box 300, Mail Code 482-C26-A68,
Detroit, MI 48265-3000.
	 
	(c)	 	The Executive Compensation Committee is the Named Fiduciary. Powers of the Named Fiduciary
shall include, but are not limited to, discretionary authority in the interpretation,
construction, and final determination of any and all disputes and questions that may arise
under this Plan and the power to adopt Rules of Procedure.
	 
	(d)	 	Any and all decisions of the Named Fiduciary as to interpretation or application of this Plan
shall be final, conclusive, and binding upon all parties, including the Corporation, the
stockholders, and the participants and beneficiaries of the Plan.
	 
	(e)	 	The Named Fiduciary 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.
	 
	(f)	 	The expenses of administering this Plan and the expenses resulting from the payment of any
amounts pursuant to Article IV shall be borne by the Corporation.
	 
	(g)	 	For purposes of the Plan, a Plan Year shall mean the 12-month period beginning on January 1
and ending on December 31.




 









 











ARTICLE II

Eligibility to Participate in the Plan





	(a)	 	Eligibility to participate in the Plan 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 contributions and benefits imposed by Sections 401(a)(17) and/or 415 of the
Code.
	 
	(b)	 	For purposes of this Plan, the terms “designated beneficiary” or “designated beneficiaries”
shall include surviving spouses and contingent annuitants. 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 Plan.
	 
	(c)	 	In no event shall executive level employees retiring on or after January 1, 2005 be entitled
to retirement benefits payable under Article III (a).





ARTICLE III

Amount of Benefits





	(a)	 	A separated executive level employee, or the designated beneficiary of a deceased executive
level employee, who is eligible to participate in the Plan, shall be eligible to receive as a
retirement benefit under this Plan 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 of the Code.
	 
	(b)	 	A separated executive level employee, or the designated beneficiary of a deceased executive
level employee, who is eligible to participate in the Plan, shall be eligible to receive the
value of the assets that would have been purchased with GM matching contribution amounts and
the 1% GM Benefit Contribution, if eligible, plus related earnings on such assets, as though
such amounts had been invested in the GM $1-2/3 par value Common Stock Fund under the S-SPP,
but for the maximum benefit limitations imposed under Section 415(c)(1) 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(b) shall be separately accounted for each employee or
designated beneficiary.





ARTICLE IV

Payment of Benefits





	(a)	 	Payment of benefits in the amount determined pursuant to Article III(a) of this Plan 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 Plan and the payment of benefits
under the Retirement Program cannot be




 









 












	 	 	made coincidentally, then such benefit payments from this Plan 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(b) of this plan, 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.
	 
	(c)	 	For assets accrued after December 31, 2004, payment of benefits, in the amount determined
pursuant to Article III(b) of this Plan, shall be payable to the Participant in a lump-sum
amount 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 (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)	 	In no event shall benefits be paid under this Plan to a key employee, as defined in Section
416(i) of the Code, before the expiration of six months following the date of separation from
service (or death, if earlier).





ARTICLE V

Non-Assignability




     It is a condition of the 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 the 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 incompetency. No right or interest of any Participant in the Plan or
in their Account shall be liable for, or subject to, any obligation or liability of such
Participant except as provided in Article IV(d).



ARTICLE VI

Amendment, Modification, Suspension, or Termination by Corporation





	(a)	 	The Corporation reserves the right, by and through the Executive Compensation Committee, to
amend, modify, suspend, or terminate this Plan in whole or in part, at any time, by action of
its Executive Compensation Committee or other committee expressly authorized by the Board of
Directors to take such action. 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)	 	Notwithstanding any provision of this Plan, no plan 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).





ARTICLE VII

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 Corporation, 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,
P.O. Box 300, Mail Code 482-C26-A68, Detroit, MI 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 VIII

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. Service of legal process also may be made upon General
Motors Corporation, 400 Renaissance Center, Mail Code 482-038-210, Detroit, Michigan 48265-4000 .



ARTICLE IX

Named Fiduciary and Administration




     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.



     The Corporation shall be the Plan Administrator.



 









 





     Various aspects of plan administration have been delegated to the Plan Administrator. In
carrying out its delegated responsibilities, the Plan Administrator shall have discretionary
authority to construe, interpret, apply, and administer the Plan provisions. The discretionary
authority delegated to the Plan Administrator shall, however, be limited to the Plan terms relevant
to its delegated responsibilities and shall not permit the Plan Administrator to render a
determination or to make any representation concerning benefits which are not provided by the
express terms of the Plan. The Plan Administrator’s actions shall be given full force and effect
unless contrary to the Plan provisions or arbitrary and capricious.



     The Executive Compensation Committee of the Corporation has final discretionary authority to
construe, interpret, apply, and administer the Plan and serves as the final step of the Plan appeal
procedure. Any interpretation or determination regarding the Plan made by the Executive
Compensation Committee shall be given full force and effect, unless it is proven that the
interpretation or determination was arbitrary and capricious.