p

General Motors Company300 Renaissance Drive

MC: 482-C32-B6l

Detroit, Michigan 48265-3000

VIA ELECTRONIC MAIL AND U.S. MAIL

Re: Proposed Compensation Payments and

Structurefor Daniel F. Akerson

Dear Mr. Lau:

Pursuant to Section 30.16(a)(3) of the Department of the Treasury’s Interim Final Rule

regarding TARP Standards for Compensation and Corporate Governance (the “Rule”), the

Special Master for TARP Executive Compensation (the “Special Master”) is required to

determine whether the compensation structure for each senior executive officer of a recipient ofexceptional assistance under the Troubled Asset Relief Program (“TARP”), including theamounts payable or potentially payable under such compensation structure, will or may result in

payments that are inconsistent with the purposes of Section 111 of the Emergency Economic

Stabilization Act of 2008, as amended (“EESA”), or TARP, or are otherwise contrary to the

public interest. The Special Master is required to consider certain principles set forth in Section30.16(b) of the Rule in making these determinations. In addition, the Rule requires that the

Special Master issue a determination within sixty days ofthe receipt of a substantially complete

submission.

On September 8, 2010, General Motors Company (the “Company”), requested approval

of a proposed compensation arrangement for Mr. Daniel F. Akerson, who was appointed to the

position of Chief Executive Officer effective September 1, 2010. The Company’s submission

with respect to the proposed compensation arrangement is now substantially complete for

purposes ofthe Rule, and the Office of the Special Master has completed its review and analysis

ofthe proposed compensation structure.
2010 RSU grant $2,000,000

Total compensation $9,000,000

I have reviewed the proposed compensation arrangement in light of the principles set

forth in Section 30.16(b) ofthe Rule. The compensation payments and structure proposed for

Mr. Akerson are consistent with the March 23, 2010 determination of the Special Master

regarding 2010 payments and compensation structures for the Company’s other senior executive

officers and most highly compensated employees. In particular, the compensation proposed by

GM for Mr. Akerson for the remainder of 2010 is identical (on an annualized basis) to the 2010

compensation approved by the Special Master for GM’s outgoing Chief Executive Officer.

The Company has represented that Mr. Akerson’s 2010 compensation will be subject to

the same terms and conditions set forth in the March 23, 2010 determination, including but not

limited to the following:

• Any and all incentive compensation paid to Mr. Akerson will be subject to

recovery or “clawback” if the payments are based on materially inaccurate

financial statements or any other materially inaccurate performance metrics,

or if the employee is terminated due to misconduct that occurred during the

period in which the incentive was earned.

• Any and all “other” compensation and perquisites provided to Mr. Akerson

will not exceed $25,000 (absent exceptional circumstances for good cause

shown).’

• No severance benefit to which Mr. Akerson becomes entitled in the future

may take into account cash salary or stock salary that the Special Master has

approved.

With respect to an individual employee, a relocation undertaken at the request of a company constitutes

exceptional circumstances, and such circumstances constitute good cause for the company to pay such employee’s

reasonable expenses under a program that provides such benefits on the same basis to similarly-situated employees; provided, however, that a tax gross-up is not a reasonable relocation expense.

2
Subject to the foregoing conditions, and pursuant to the authority vested in me as the

Special Master for TARP Executive Compensation, and in accordance with Section 30.16(a)(3)

ofthe Rule, I hereby determine that the compensation structure described above, including theamounts payable or potentially payable under such compensation structure, will not result in

payments that are inconsistent with the purposes of Section lii of EESA or TARP, or are

otherwise contrary to the public interest.

The foregoing determination is limited to the compensation structure described above and

shall not be relied upon with respect to any other employee. The determination is limited to the

authority vested in me by Section 30.1 6(a)(3) of the Rule, and shall not constitute, or beconstrued to constitute, the judgment of the Office of the Special Master or the Department of

the Treasury with respect to the compliance ofthe proposed compensation structure or any othercompensation structure for the subject employee with any other provision of the Rule.Moreover, my evaluation and determination have relied upon, and are qualified in their entirety

by, the accuracy of the materials submitted by the Company to the Office ofthe Special Master,

and the absence of any material misstatement or omission in such materials.

Very truly yours,

Kenneth R. Feinberg

Office of the Special Master for

TARP Executive Compensation

Attachments

cc: Ms. Mary T. Barra

3