**Exhibit 10(h)****Name: G.R. Wagoner, Jr.****COMPENSATION STATEMENT**   Commencing: January 1, 2003 Salary: $183,333.32 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.I acknowledge that there are no other oral or written understandings or agreements in effectregarding my salary, nature or duration of employment, or the other matters set forth in thisCompensation Statement.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