DEPARTMENT OF THE TREASURY
WASHINGTON, D.C, 20220

July 12, 2013

Ms. Janice K. Uhlig

Executive Director

Global Compensation, Global Human Resources
General Motors Company

300 Renaissance Drive

Detroit, MI 48265-3000

Re: Compensation Payments and Structure for GM “Top 25” Employee
Dear Ms. Uhlig:

Pursuant to the Department of the Treasury’s Interim Final Rule, TARP Standards for
Compensation and Corporate Governance (the “Rule”),! on April 26, 2013, the Office of the
Special Master issued a determination letter (the “2013 Determination Letter”) to General
Motors Company (“GM”), with respect to 2013 compensation payments and structures for GM’s
“top 25” executive officers and most highly compensated employees. 31 C.F.R. § 30.16(a)(3)(i).

GM has requested a change in the compensation of a “top 25” employee who has taken
on significant increased responsibilities.” According to GM, the employee’s increased
responsibilities, particularly with respect to initiatives underway this year, are of critical
importance to GM’s success. GM considers this employee uniquely qualified due to the
employee’s experience and skills to carry out these initiatives. The total direct compensation
that GM has proposed for this employee is reasonable relative to the total direct compensation
paid to persons in similar positions or roles at similar entities. The change would increase the
stock salary rate, but the cash salary rate and the target long-term restricted stock award would
remain unchanged. Accordingly, and as previously discussed with you, the Office of the Special
Master has approved this request. Therefore, Exhibit I to the 2013 Determination Letter is
hereby amended as follows:

Long-Term Total Direct
Employee ID Cash Salary Stock Salary Restricted Stock Compensation
6386 $490,000 $1,237,000 $0 $1,727,000

' The Interim Final Rule and all determination letters issued by the Office of the Special Master are available at
www.financialstability.gov (click on “Executive Compensation”).

In its submissions in connection with the 2013 Determination Letter, GM did not request any increase in the total
direct compensation for this employee as compared to 2012.



The approval in this letter applies only to the employee referenced above and shall not be
relied upon by anyone with respect to any other facts or circumstances. Such conclusion is
limited to the authority vested in the Office of the Special Master 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 payments or structure or any other compensation payments or structure for the
subject employee with any other provision of the Rule. Moreover, my evaluation and conclusion
with respect to this employee have relied upon, and are qualified in their entirety by, the
accuracy of the materials submitted by GM to the Office of the Special Master, and the absence
of any material misstatement or omission in such materials.

Very truly yours,

Folica

Patricia Geoghegan
Office of the Special Master
for TARP Executive Compensation

ce: Melissa A. Howell