0001193125-11-051462 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 1st, 2011 • General Motors Co • Motor vehicles & passenger car bodies • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 13, 2011, by and among GENERAL MOTORS COMPANY, a Delaware corporation (the “Corporation”), Evercore Trust Company, N.A. (“Evercore”), as trustee of, and acting on behalf of, the GENERAL MOTORS SPECIAL HOURLY-RATE EMPLOYEES PENSION TRUST (the “Hourly Plan Trust”) established under the GENERAL MOTORS HOURLY-RATE EMPLOYEES PENSION PLAN (the “Hourly Pension Plan”) for the account and on behalf of the Hourly Pension Plan, and Evercore, as trustee of, and acting on behalf of, the GENERAL MOTORS SPECIAL SALARIED EMPLOYEES PENSION TRUST (individually, the “Salaried Plan Trust”, and, together with the Hourly Plan Trust, the “Trusts” ) established under the GENERAL MOTORS RETIREMENT PROGRAM FOR SALARIED EMPLOYEES (the “Salaried Pension Plan” ) for the account and on behalf of the Salaried Pension Plan.

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STOCKHOLDERS AGREEMENT
Stockholders Agreement • March 1st, 2011 • General Motors Co • Motor vehicles & passenger car bodies • New York

This Stockholders Agreement (this “Agreement”) is entered into as of January 13, 2011, by and among GENERAL MOTORS COMPANY, a Delaware corporation (the “Corporation”), Evercore Trust Company, N.A. (“Evercore”), as trustee of, and acting on behalf of, the GENERAL MOTORS SPECIAL HOURLY-RATE EMPLOYEES PENSION TRUST (the “Hourly Plan Trust”) established under the GENERAL MOTORS HOURLY-RATE EMPLOYEES PENSION PLAN (the “Hourly Pension Plan”) for the account and on behalf of the Hourly Pension Plan, and Evercore, as trustee of, and acting on behalf of, the GENERAL MOTORS SPECIAL SALARIED EMPLOYEES PENSION TRUST (individually, the “Salaried Plan Trust”, and, together with the Hourly Plan Trust, the “Trusts” ) established under the GENERAL MOTORS RETIREMENT PROGRAM FOR SALARIED EMPLOYEES (the “Salaried Pension Plan”) for the account and on behalf of the Salaried Pension Plan.

General Motors Company 2010 Equity Grant Award Agreement
Award Agreement • March 1st, 2011 • General Motors Co • Motor vehicles & passenger car bodies

This letter describes the details under which you are being granted a Stock Award under the General Motors Company (GM) 2009 Long-Term Incentive Plan, as amended December 22, 2010 (the Plan).

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