**Exhibit 10(l)****Name: Thomas A. Gottschalk****COMPENSATION STATEMENT**   Commencing: January 1, 2005 Salary: $83,333.32 Per MonthI agree the salary cited will be my total salary during each monthly period in which GM continuesit in effect for all hours worked, including overtime.I acknowledge I am aware of trade secrets or other confidential and/or proprietary informationconcerning GM; the disclosure of which will cause irreparable harm to the Corporation. I agreethat I will not disclose to any person or entity any such trade secret, confidential and/orproprietary information and, upon termination of my employment with GM, I shall return alldocuments or other materials containing such information to GM.For a period of two years immediately following my voluntary termination of employment with GM orany of its subsidiaries, I will not, without the prior written consent of the GM Chief ExecutiveOfficer, engage in or perform any services of a similar nature to those I performed at GM for anyother corporation or business engaged in the design, manufacture, development, promotion, sale, orfinancing of automobiles or trucks within North America, Latin America, Asia, Australia, or Europein competition with GM, any of its subsidiaries or affiliates, or any joint ventures to which GM orany of its subsidiaries or affiliates is a party. If the terms of this paragraph are found by acourt to be unenforceable due to the duration, products or territory covered, such court shall beauthorized to interpret these terms in a manner that makes the paragraph enforceable within thatparticular jurisdiction.This Statement reaffirms that my employment is from month-to-month on a calendar month basis and Iacknowledge GM retains the right in its discretion to increase or decrease my monthly compensation.The parties agree Michigan law applies to this Compensation Statement even if I am employed outsidethe state.I agree that my job responsibilities with GM and a significant portion of my compensation areconsideration for the confidentiality and non-compete agreements noted above. I acknowledge thatmy breach of the confidentiality or non-competition provisions of this agreement will causeirreparable harm to GM because of the weakened ability of GM to fairly compete and the inherentdifficulty in quantifying the damage caused to GM from such breach. Such irreparable harm can andshould be remedied by an injunction against me without any bond being required because any otherpotential remedy will not be as prompt, certain and full as is necessary to prevent such harm. Iacknowledge that my breach of this non-compete agreement will cause GM a greater degree of harmthan could be caused to me by living up to the terms because I am being compensated by GM at such alevel so as to be able to sustain myself for the non-competition period and am also able to work infields of business which are not competitive with GM, its affiliates or joint ventures. I furtheracknowledge that the non-competition provisions are reasonable in duration, geographical area andline of business.By signing this compensation statement, I also acknowledge my responsibility to adhere to andbelieve I am in compliance with General Motors Corporation guidelines with respect to employeeconduct as contained in the “Winning With Integrity — Our Values and Guidelines for EmployeeConduct” materials.I acknowledge that there are no oral or written understandings or agreements in effect regarding mysalary, nature or duration of employment, or the other matters set forth in this CompensationStatement other than my initial employment agreement covering enhanced retirement (pension)benefits which remains in effect.No modification or amendment of this Compensation Statement will be effective unless it is inwriting and signed by both parties.            Employee General Motors Corporation         Date Date

 
Retirement ProgramsNon-Qualified Retirement Program — As approved by the Incentive and CompensationCommittee, for each year of actual Part B credited service you accrue, you will acquire anadditional year of credited service for purposes of calculating your non-qualified SupplementalExecutive Retirement Program benefit. Additionally, you will be required to make an additionalnon-qualified retirement contribution equal to your qualified contribution. You will be notifiedof this amount. These additional years of credited service will not be used in calculating yourqualified Salaried Retirement Program benefit