**Exhibit 10**AGREEMENTThis Agreement is dated as of October 22, 2001 between General Motors Corporation, a Delawarecorporation (“GM”), and General Motors Acceptance Corporation, a Delaware corporation (“GMAC”).RecitalsA. GMAC is a diversified financial services company that supports the sale of GM’s products byproviding, among other things, wholesale, retail, and lease financing for the purchase andlease of those products. B. GMAC is highly dependent on the public debt markets to raise funds for its business. C. GMAC’s ability to raise funds in the public debt markets is highly dependent on its creditratings, which, in turn, are dependent on the level of GMAC’s equity capital, profitability,the quality of its assets, and its liquidity. D. It is important to the success of GM that GMAC remains a viable finance company that can funditself in the public debt markets and continue supporting the sale of GM’s products. E. Towards maintaining the viability of GMAC, the parties desire to provide for certainagreements regarding transactions between them and the creditworthiness of GMAC.NOW, THEREFORE, for good and valuable consideration and the mutual agreements herein provided, theparties agree as follows:1. The parties agree that all Affiliate Receivables shall be on arm’s-length terms. Forpurposes hereof, “Affiliate Receivables” means any advance, loan, extension of credit, orother financing to GM or any affiliate of GM whose assets and liabilities are classified onGM’s consolidated balance sheet as Automotive (“Automotive Affiliate”). GMAC shall enforce,and cause its subsidiaries to enforce, all Affiliate Receivables in a commercially reasonablemanner, and GM shall pay, and cause its Automotive Affiliates to pay, Affiliate Receivables inaccordance with their terms. 2. GMAC shall not, nor shall it permit any of its subsidiaries to, guarantee any indebtednessof, or purchase any equity securities issued by, or make any other investment in, GM (parentcompany only) or any Automotive Affiliate. In addition, GMAC shall not, nor shall it permitany of its subsidiaries to, purchase or finance any real property or manufacturing equipment(including tooling) from or of GM or any Automotive Affiliate that is classified as anAutomotive asset on GM’s consolidated balance sheet, except in conformance with prudent andcommercially reasonable standards established on an arms-length basis. GM shall not, norshall it permit any Automotive Affiliate to, request or require GMAC, or GMAC’s subsidiaries,to do any of the transactions prohibited by this Section 2.
 

 
3. GM and GMAC agree that GMAC’s total stockholder’s equity as stated on or reflected in itsconsolidated financial statements shall, at the end of any calendar quarter during which thisAgreement is in effect, be maintained at a commercially reasonable level appropriate tosupport the amount, quality, and mix (i.e., retail finance receivables, wholesale financereceivables, lease receivables and non-automotive assets held on balance sheet) of GMAC’sassets as stated on or reflected in its consolidated financial statements for the samecalendar quarter, taking into account general business conditions affecting GMAC. 4. GMAC shall, and shall cause each of its subsidiaries to, conduct its business, including itsfinance and lease business, in a prudent and commercially reasonable manner, includingmaintaining and adhering to credit risk underwriting standards for finance and leasereceivables and residual assumptions for lease receivables it acquires or originates that areconsistent with industry standards. GM shall not, nor shall it permit any AutomotiveAffiliate to, require GMAC or any of its subsidiaries to accept credit or residual risk beyondwhat it would be willing to accept acting in a prudent and commercially reasonable manner.For avoidance of doubt, acquisition, or origination of finance or lease receivables havingterms that are not market-based shall be considered to be prudent and commercially reasonableif subsidies (in the form of interest rate subvention payments, guarantees, residual risksharing arrangements, or otherwise) are provided by GM or an Automotive Affiliate in an amountsufficient to assure that GMAC or a finance subsidiary of GMAC, as the case may be, willreceive the economic benefits of such receivables as if they had been acquired or originatedon market-based terms. Notwithstanding the foregoing, in recognition of the fact that GM usesGMAC as the predominant provider of financial services for special retail and lease programsto support the sale of products manufactured by GM and other Automotive Affiliates, it isunderstood that it would be commercially reasonable and prudent for GMAC to accept higherconcentrations of automotive credit risk than it might otherwise accept in order to continueas the predominant provider of financial services to GM and the other Automotive Affiliateswith respect to such programs. 5. GM and GMAC agree that (a) GMAC shall at all times maintain its books, records, financialstatements, and bank accounts separate from those of GM and any Automotive Affiliate; (b) GMACshall maintain its assets in such a manner that it will not be costly or difficult tosegregate, ascertain, or identify its assets from those of GM and any Automotive Affiliate;(c) the funds and other assets of GMAC shall not be commingled with those of GM or anyAutomotive Affiliate; (d) GMAC shall at all times hold itself out as a legal entity separateand distinct from GM and any Automotive Affiliate; and (e) they otherwise will take suchreasonable and customary action so that GMAC will not be consolidated with GM or anyAutomotive Affiliate in any case or other proceeding seeking liquidation, reorganization, orother relief with respect to GM or any Automotive Affiliate or its debts under any bankruptcy,insolvency, or other similar law. 6. In the event that GM or any of its subsidiaries engages in a corporate transaction thatcauses the Pension Benefit Guaranty Corporation (“PBGC”) to threaten to terminate the pensionplans sponsored by GM or any of its subsidiaries, GM shall, or shall cause any of itssubsidiaries to, seek to negotiate a settlement with the PBGC to avoid an involuntary plantermination. In connection with such negotiated settlement, GM shall endeavor not to grant tothe PBGC a security interest in the assets of GMAC that has priority over the claims ofunsecured creditors of GMAC.
- 2 -

 
7. All determinations to be made under this Agreement shall be made in accordance with, or withreference to financial statements prepared in accordance with, United States generallyaccepted accounting principles. For purposes of this Agreement, the term “lease receivables”shall mean “net investment in operating leases” as stated on or reflected in GMAC’sconsolidated financial statements. 8. During the term of this Agreement, GMAC shall continue to make inventory and capitalfinancing generally available to dealers of vehicles manufactured or sold by GM or itsAutomotive Affiliates and shall continue to make retail and lease financing generallyavailable to such dealers’ customers to substantially the same extent that GMAC hashistorically made such services available, so long as providing such services to such anextent would not result in a breach of any of the foregoing provisions. Nothing hereinprecludes GMAC from providing or continuing to provide financial services to automotivemanufacturers other than GM or from providing or continuing to provide mortgage, insurance orother non-automotive financial services in the ordinary course of business. 9. This Agreement shall be construed and interpreted in accordance with, and governed by, theinternal laws of the State of New York, excluding any choice of law rules that may direct theapplication of the laws of another jurisdiction. 10. This Agreement shall terminate on the Termination Date, which shall initially be October 22,2006. On October 22, 2002, and on each October 22 thereafter during the term of thisAgreement, the Termination Date shall be extended automatically for an additional one-yearperiod (ending on the October 22 next following the then-current Termination Date) unlesseither party shall have given the other party written notice during the period beginning onJuly 1 and ending on October 1 immediately preceding such October 22, specifying its electionnot to extend the Termination Date beyond the then-current Termination Date and that the termof this Agreement shall, therefore, expire on such then-current Termination Date.
- 3 -

 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the dayand year first above written.         GENERAL MOTORS CORPORATION   GENERAL MOTORS ACCEPTANCE