[LETTERHEAD OF XXXXXX & CO., INC.]
January 3, 2000
General Motors Corporation
MC 482-C25-C22
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000-3000
This letter will serve as the agreement under which you will retain us to
act as Information Agent in connection with your Exchange Offer to stockholders
of General Motors Corporation's 1 2/3 common stock.
The services we will perform on your behalf will include the consultation
and preparation in connection with this transaction, the delivery of General
Motors material to brokers, banks, nominees and institutions, acting as
Information Agent in connection with your Exchange Offer, and receiving calls
from General Motors 1 2/3 common stockholders.
For the above services our fee will be $75,000.00. An advance against
disbursements of $200,000.00 is due upon the signing of this agreement.
Additional disbursements, if any, incurred by us on your behalf will be billed
periodically. Our charge for incoming telephone calls will be $3.50 per
stockholder call; such charge includes all related telephone expense.
This agreement covers the period from March 15, 2000 through May 19, 2000.
This agreement may be extended by the consent of each party at a rate of
$5,000.00 per week, or part thereof.
You agree to indemnify and hold us harmless against any loss, damage,
expense (including reasonable legal fees and expenses), liability or claim
relating to or arising out of our performance of this agreement except where we,
or our employees, fail to comply with this agreement; provided, however, that
you shall not be obliged to indemnify us or hold us harmless against any such
loss, damage, expense, liability, or claim which results from negligence, bad
faith, or willful misconduct on our part or of any of our employees.
General Motors Corporation January 3, 2000
Page Two
At your election, you may assume the defense of any such action. We shall
advise you in writing of any such liability or claim promptly after receipt of
any notice of any action or claim for which we may be entitled to
indemnification hereunder.
This agreement shall be construed and enforced in accordance with the laws
of the State of New York and shall inure to the benefit of, and the obligations
created hereby shall be binding upon, the successors and assigns of the parties
hereto.
If any provision of this agreement shall be held illegal, invalid or
unenforceable by any court, this agreement shall be construed and enforced as if
that provision had not been contained herein and shall be deemed an agreement
among us to the full extent permitted by applicable law.
Please acknowledge receipt of this agreement and confirm the arrangements
herein provided by signing and returning the enclosed copy to the undersigned,
whereupon this agreement and your acceptance of the terms and conditions herein
provided shall constitute a binding agreement among us.
Accepted Very truly yours,
General Motors Corporation XXXXXX & CO., INC.
By: /s/ XXXXXX X. XXXXXXXX By: /s/ XXXXXX X. XXXXX
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Title: ASST SECRETARY & ATTORNEY Title: MANAGING DIRECTOR
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Date: Jan. 3, 2000
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