Common use of UAW Related Account Clause in Contracts

UAW Related Account. Effective January 1, 2008 for bookkeeping purposes only, GM will take the necessary steps to divide the Existing Internal VEBA into two bookkeeping accounts. One account will consist of the percentage of the Existing Internal VEBA’s assets as of January 1, 2008 that is equal to the estimated percentage of GM’s hourly OPEB liability covered by the Existing Internal VEBA attributable to Non-UAW represented employees and retirees, their eligible spouses, surviving spouses and dependents (“Non-UAW Related Account”). The second account will consist of the remaining percentage of the assets in the Existing Internal VEBA as of January 1, 2008 (“UAW Related Account”). GM shall use the same actuarial assumptions, generally consistent with past practice, in respect of both the Non- UAW Related Account and the UAW Related Account, for estimating the percentage of GM’s hourly OPEB liability attributable to the Non-UAW Related Account and the UAW Related Account. The value of the UAW Related Account as of January 1, 2008 shall be equal to: (i) the percentage of GM’s hourly OPEB liability as of December 31, 2007 attributable to UAW associated employees and retirees, their eligible spouses, surviving spouses and dependents (“UAW OPEB 12/31/07 Split”), multiplied by (ii) the Existing Internal VEBA balance as of December 31, 2007. The UAW OPEB 12/31/07 Split shall be determined based on the percentage of (i) the discounted actuarial cash flows for health care and life insurance of OPEB obligations attributable to UAW associated employees and retirees, their eligible spouses, surviving spouses and dependents, over (ii) the discounted actuarial cash flows for health care and life insurance of the entire GM hourly OPEB liability covered by the Existing Internal VEBA. Both calculations will be made as of December 31, 2007 using the valuation discount rate of the hourly health care obligation of 6.35%. The Existing Internal VEBA balance as of December 31, 2007 shall be determined using the December 31, 2007 valuation from State Street Bank and Trust, which shall be based on the existing General Motors Asset Management Valuation Policies and Procedures. GM’s hourly OPEB obligation as of December 31, 2007 shall be determined in accordance with generally accepted accounting principles in the United States, including Statement of Financial Accounting Standards 106 and 158. Both the determination of the Existing Internal VEBA balance as of December 31, 2007 and the GM hourly OPEB obligation as of December 31, 2007 shall be final and binding on GM, the UAW, the Committee, the Class Representatives, the Class, the Covered Group and Class Counsel for purposes of this Settlement Agreement upon an Independent Audit. The determination of the Existing Internal VEBA balance as of December 31 of each succeeding year shall also be final and binding on GM, the UAW, the Committee, the Class Representatives, the Class, the Covered Group and Class Counsel for purposes of this Settlement Agreement upon an Independent Audit of each respective succeeding year. Utilizing the process referenced above, GM has determined that the UAW OPEB 12/31/07 Split is 92.6 percent. GM shall provide the UAW and Class Counsel as soon as possible with background information and work papers used to determine the UAW OPEB 12/31/07 Split. Thereafter, the UAW and Class Counsel shall advise GM as soon as practicable after receipt of such materials of any concerns regarding GM’s calculation. If any concerns are identified regarding GM’s calculation, the parties will meet, confer and resolve any concerns by March 3, 2008 so that the face amount of the Short Term Note is set by such date.

UAW Related Account. Effective January 1, 2008 for bookkeeping purposes only, GM will take the necessary steps to divide the Existing Internal VEBA into two bookkeeping accounts. One account will consist of the percentage of the Existing Internal VEBA’s assets as of January 1, 2008 that is equal to the estimated percentage of GM’s hourly OPEB liability covered by the Existing Internal VEBA attributable to Non-UAW represented employees and retirees, their eligible spouses, surviving spouses and dependents (“Non-UAW Related Account”). The second account will consist of the remaining percentage of the assets in the Existing Internal VEBA as of January 1, 2008 (“UAW Related Account”). GM shall use the same actuarial assumptions, generally consistent with past practice, in respect of both the Non- Non-UAW Related Account and the UAW Related Account, for estimating the percentage of GM’s hourly OPEB liability attributable to the Non-UAW Related Account and the UAW Related Account. The value of the UAW Related Account as of January 1, 2008 shall be equal to: (i) the percentage of GM’s hourly OPEB liability as of December 31, 2007 attributable to UAW associated employees and retirees, their eligible spouses, surviving spouses and dependents (“UAW OPEB 12/31/07 Split”), multiplied by (ii) the Existing Internal VEBA balance as of December 31, 2007. The UAW OPEB 12/31/07 Split shall be determined based on the percentage of (i) the discounted actuarial cash flows for health care and life insurance of OPEB obligations attributable to UAW associated employees and retirees, their eligible spouses, surviving spouses and dependents, over (ii) the discounted actuarial cash flows for health care and life insurance of the entire GM hourly OPEB liability covered by the Existing Internal VEBA. Both calculations will be made as of December 31, 2007 using the valuation discount rate of the hourly health care obligation of 6.35%. The Existing Internal VEBA balance as of December 31, 2007 shall be determined using the December 31, 2007 valuation from State Street Bank and Trust, which shall be based on the existing General Motors Asset Management Valuation Policies and Procedures. GM’s hourly OPEB obligation as of December 31, 2007 shall be determined in accordance with generally accepted accounting principles in the United States, including Statement of Financial Accounting Standards 106 and 158. Both the determination of the Existing Internal VEBA balance as of December 31, 2007 and the GM hourly OPEB obligation as of December 31, 2007 shall be final and binding on GM, the UAW, the Committee, the Class Representatives, the Class, the Covered Group and Class Counsel for purposes of this Settlement Agreement upon an Independent Audit. The determination of the Existing Internal VEBA balance as of December 31 of each succeeding year shall also be final and binding on GM, the UAW, the Committee, the Class Representatives, the Class, the Covered Group and Class Counsel for purposes of this Settlement Agreement upon an Independent Audit of each respective succeeding year. Utilizing the process referenced above, GM has determined that the UAW OPEB 12/31/07 Split is 92.6 percent. GM shall provide the UAW and Class Counsel as soon as possible with background information and work papers used to determine the UAW OPEB 12/31/07 Split. Thereafter, the UAW and Class Counsel shall advise GM as soon as practicable after receipt of such materials of any concerns regarding GM’s calculation. If any concerns are identified regarding GM’s calculation, the parties will meet, confer and resolve any concerns by March 3, 2008 so that the face amount of the Short Term Note is set by such date.

UAW Related Account. Effective Pursuant to the terms of the Chrysler Retiree Settlement, effective January 1, 2008 2008, for bookkeeping purposes only, GM will take Chrysler took the necessary steps to divide the Existing Internal VEBA into two bookkeeping accounts. One account will consist consists of the percentage of the Existing Internal VEBA’s assets as of January 1, 2008 that is was equal to the estimated percentage of GMChrysler’s hourly OPEB liability covered by the Existing Internal VEBA attributable to Non-UAW represented employees and retirees, retirees and their eligible spouses, surviving spouses and dependents (“Non-UAW Related Account”). The second account will consist consists of the remaining percentage of the assets in the Existing Internal VEBA as of January 1, 2008 less $500 million that Chrysler withdrew from the Existing Internal VEBA for reimbursement of claims incurred under the Chrysler Plan (“UAW Related Account”). GM shall use Chrysler used the same actuarial assumptions, generally consistent with past practice, in respect of both the Non- Non-UAW Related Account and the UAW Related Account, for estimating the percentage of GMChrysler’s hourly OPEB liability attributable to the Non-UAW Related Account and the UAW Related Account. The value of the UAW Related Account as of January 1, 2008 shall was determined to be equal to: (i) the percentage of GMChrysler’s hourly OPEB liability as of December 31, 2007 attributable to UAW associated employees and retirees, retirees and their eligible spouses, surviving spouses and dependents (“UAW OPEB 12/31/07 Split”), multiplied by (ii) the Existing Internal VEBA balance as of December 31, 2007. The UAW OPEB 12/31/07 Split shall be was determined based on the percentage of (i) the discounted actuarial cash flows for health care and life insurance of OPEB obligations attributable to UAW associated employees and retirees, retirees and their eligible spouses, surviving spouses and dependents, over (ii) the discounted actuarial cash flows for health care and life insurance of the entire GM hourly Chrysler OPEB liability covered by the Existing Internal VEBA. Both calculations will be were made as of December 31, 2007 using the valuation discount rate of the hourly health care obligation of 6.356.5%. The Existing Internal VEBA balance as of December 31, 2007 shall be was determined using the December 31, 2007 valuation from State Street Bank and TrustTrust Company, which shall be was based on the existing General Motors Chrysler Asset Management Valuation Policies and ProceduresGuidelines. GMChrysler’s hourly OPEB obligation as of December 31, 2007 shall be was determined in accordance with generally accepted accounting principles in the United States, including Statement of Financial Accounting Standards 106 and 158. Both the determination of the Existing Internal VEBA balance as of December 31, 2007 and the GM hourly Chrysler OPEB obligation as of December 31, 2007 shall be were subject to an Independent Audit and are final and binding on GMChrysler, the UAW, the Committee, the Class Representatives, the Class, and the Covered Group and Class Counsel for purposes of this Settlement Agreement upon an Independent AuditAgreement. The determination of the Existing Internal VEBA balance as of December 31 of each succeeding year shall also be final and binding on GMChrysler, the UAW, the Committee, the Class Representatives, the Class, and the Covered Group and Class Counsel for purposes of this Settlement Agreement upon an Independent Audit of each respective succeeding year. Utilizing the process referenced above, GM has Chrysler determined that the UAW OPEB 12/31/07 Split is 92.6 was 98.51% percent. GM shall provide Chrysler provided the UAW and Class Counsel as soon as possible with background information and work papers used to determine the UAW OPEB 12/31/07 Split. Thereafter, the UAW and Class Counsel shall advise GM as soon as practicable after receipt of such materials of any concerns regarding GM’s calculation. If any concerns are identified regarding GMChrysler discussed Chrysler’s calculation, and agreed that such calculation shall be final and binding on Chrysler, the parties will meetUAW, confer the Committee, the Class and resolve any concerns the Covered Group for purposes of this Settlement Agreement. Based on the foregoing process, the amount in the UAW Related Account as of January 1, 2008, after giving effect to the $500 million withdrawal from the Existing Internal VEBA made by Chrysler for reimbursement of claims incurred under the Chrysler Plan, was $2,177,930,400 (the “UAW Related Amount”). The UAW Related Amount was subsequently valued at $1,589,500,000 as of March 331, 2008 so that the face amount of the Short Term Note is set by such date2009.