TOTAL COMPENSATION AND BENEFITS OVERVIEW
Christopher Liddell
Chief Financial Officer

DIRECT COMPENSATION*

AMOUNT

Annual Cash Salary

Annual Salary Stock

Restricted Stock Unit Grant

Total Annual Compensation - at target

$750,000

$3,450,000

$2,000,000

—88.200.000 _

COMMENTS

Portion of salary paid in cash. increases as appropriate - next
review in 2011

Portion of salary paid in stock. On each salary payment date 1/24 of
annual grant is earned and is not forfeitable except for inimical acts.
The salary stock is converted to shares based on the valuation

from the implied trading value of the Oldco bonds

The 2010 salary stock will be delivered ratably over three years
beginning in 2012. Following IPO, salary stock will be valued based
‘on stock market price.

Target value of grant can be no greater than 1/3 of total annual
compensation. Award is subject to forfeiture if not an active employee
al the time of delivery (except for termination due to death). The grant
vests in three years. Stock may only be redeemed in 25% installments
for each 25% installment of GM's TARP obligations that are repaid.

Performance metrics are applicable to determine final grant units

The RSU grant amount could be reduced based on the total
compensation delivered during the calendar year.

“Compensation is subject to determination by the Executive Compensation Committee of the Board of Directors.
Compensation plans may be amended, changed or terminated at any time by the Committee.

Also as a TARP recipient, approval of the U.S. Treasury's Special Master must be obtained for all compensation
payments and structures for SEOs and other most highly compensated employees.


Edward E. Whitacre, Jr.
Chairman and
Chief Executive Officer

December 17, 2009

Mr. Christopher P. Liddell
3645 Evergreen Point Road
Medina, WA 98030

Dear Chris:

On behalf of General Motors, I am pleased to extend to you an offer of
employment as Vice Chairman and Chief Financial Officer of General
Motors. This position reports directly to me in my capacity as
Chairman and CEO. The tentative start date is January 1, 2010. You
will be located at our headquarters office in Detroit, Michigan. The
terms of the offer are set forth on the attached “Overview of Total
Compensation and Benefits” (the “Overview”) as modified in
discussions with Greg Lau today.

As a GM executive in the United States, you will be entitled to GM’s
standard package of benefits and perquisites available to executives at
your level as set forth in the Overview. Your participation in these
plans, as well as any compensation plans, will be controlled by the
terms of those plans and they can be amended, changed or terminated
at any time as applicable to similarly situated participants.

Please note that you will need to satisfactorily complete a drug
screening, as well as a background and security screening, as a
condition of your employment.

We look forward to welcoming you to General Motors.

Sincerely,

£0

I accept this offer of employment with General Motors beginning
January 1, 2010.

Attachment

Christopher P. Liddell Date

Confidential Treatment Requested by General Motors Company Under the Freedom of
Information Act

General Motors Company Mail Code 482-C39-810 300 Renaissance Center Detroit, MI 48265-3000
Tel 313-667-3549 Fax 313-667-3122



DEPARTMENT OF THE TREASURY
WASHINGTON, D.C. 20220

December 23, 2009

Mr. Gregory E. Lau

Executive Director — Global Compensation
General Motors Company

300 Renaissance Drive

MC: 482-C32-B61

Detroit, Michigan 48265-3000

VIA ELECTRONIC MAIL AND U.S. MAIL

Re: Proposed Compensation Payments and
Structure for Christopher Liddell

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 of
exceptional assistance under the Troubled Asset Relief Program (the “TARP”), including the
amounts 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 Section
30.16(b) of the Rule in making these determinations. In addition, the Rule requires that the
Special Master issue a determination within sixty days of the receipt of a substantially complete
submission.

General Motors Company (the “Company”), has requested approval of a proposed letter
agreement (attached), between the Company and Christopher Liddell, providing for the
appointment of Mr. Liddell to the position of Chief Financial Officer and setting forth certain
proposed compensation arrangements for Mr. Liddell (the “Letter Agreement”). The Company
has provided the Office of the Special Master with a detailed review of the compensation
Mr. Liddell received when he previously served as the Chief Financial Officer of another public
company. The Company has also provided the Office of the Special Master with a detailed
comparative analysis describing the compensation arrangements of persons in similar positions
at similar entities that are similarly situated. The Company’s submission with respect to the
Letter Agreement is now substantially complete for purposes of the Rule, and the Office of the


Special Master has completed its review and analysis of the proposed compensation structure set
forth therein.

I have reviewed the Letter Agreement in light of the principles set forth in Section
30.16(b) of the Rule. The compensation payments and structure proposed for Mr. Liddell are
consistent with the October 22, 2009 determination of the Special Master regarding 2009
payments and compensation structures for the Company’s other senior executive officers and
most highly compensated employees. The Company has represented that Mr. Liddell’s
compensation will be subject to the same terms and conditions set forth in the October 22, 2009
determination, including but not limited to the following:

e Any and all incentive compensation paid to Mr. Liddell 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.

e Any and all “other” compensation and perquisites provided to Mr. Liddell will
not exceed $25,000 (absent exceptional circumstances for good cause shown).

e No severance benefit to which Mr. Liddell becomes entitled in the future may
take into account cash salary or stock salary that the Special Master has
approved.

e Mr. Liddell will be prohibited from engaging in any hedging, derivative or
other transactions that have an equivalent economic effect that would
undermine the long-term performance incentives created by the proposed
compensation structure.

e The Company may not provide a tax “gross-up” of any kind to Mr. Liddell.

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)
of the Rule, I hereby determine that the compensation structure set forth in the Letter Agreement,
including the amounts payable or potentially payable under such compensation structure, will not
result in payments that are inconsistent with the purposes of Section 111 of EESA or TARP, or
are otherwise contrary to the public interest.

The foregoing determination is limited to the compensation structure set forth in the
Letter Agreement and shall not be relied upon with respect to any other employee. The
determination is limited to the authority vested in me by Section 30.16(a)(3) of the Rule, and
shall not constitute, or be construed to constitute, the judgment of the Office of the Special
Master or the Department of the Treasury with respect to the compliance of the proposed
compensation structure or any other compensation 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 of the Special Master, and the absence of any material misstatement or omission in such

materials.
Very truly 0G
Kenheth R. Feinberg
Office of the Special Master for
TARP Executive Compensation
Attachments

ce: Ms. Mary T. Barra