##### 



Exhibit 10(n)
 GENERAL MOTORS BENEFIT EQUALIZATION
PLAN FOR SALARIED EMPLOYEES
(Amended as of October 18, 2005)
   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
  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
  ARTICLE VIII  Service of Legal Process
  ARTICLE IX  Named Fiduciary and Administration




---



#####