8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, DC 20549-1004



                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



          Date of Report (Date of earliest event reported) June 6, 2006



                           GENERAL MOTORS CORPORATION
                           --------------------------
             (Exact Name of Registrant as Specified in its Charter)



            STATE OF DELAWARE                  1-143           38-0572515
            -----------------                  -----           ----------
        (State or other jurisdiction of     (Commission     (I.R.S. Employer
        Incorporation or Organization)      File Number)   Identification No.)

      300 Renaissance Center, Detroit, Michigan                 48265-3000
      -----------------------------------------                 ----------
      (Address of Principal Executive Offices)                  (Zip Code)



      Registrant's telephone number, including area code (313) 556-5000
                                                         --------------








================================================================================

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

{ } Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

{ } Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17-CFR
    240.14a-12)

{ } Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

{ } Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))










                                TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement
Item 9.01 Financial Statements and Exhibits
Signature
Exhibit Index
Exhibit 99.1 Amended General Motors Corporation 2006 Cash-Based Restricted
             Stock Unit Plan






ITEM 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT


On June 6, 2006 the Executive Compensation Committee of the Board of Directors
of General Motors Corporation ("GM") approved an amendment to the Cash-Based
Restricted Stock Unit Plan ("the Plan"). As amended, the Plan includes the
following material terms and provisions:

  o   Restricted Stock Unit awards may be granted to all of the Corporation's
      approximately 2,600 executives, including named executive officers.

  o   Restricted Stock Unit (RSU) awards under the Plan are long-term incentive
      awards denominated in units, each representing the value of a share of the
      common stock of GM, $1-2/3 par value ("the Common Stock"). RSU awards
      under the Plan will be paid exclusively in cash.

  o   Except for awards vesting pursuant to an involuntary separation following
      a change-in-control, or vesting in the case of death of the participant,
      RSUs will vest and be paid in equal installments on each of the first
      three anniversary dates following the grant date, unless otherwise
      determined by the Executive Compensation Committee, and will be delivered
      in cash. Upon vesting, the cash value will be calculated equal to the
      number of units vested multiplied by the stock price at the time of
      payment.

  o   When dividends are paid on the Common Stock, dividend equivalents will be
      paid on all unvested RSUs equal to the number of unvested units multiplied
      by the dividend amount per share.

The foregoing description is a summary only of the material terms of the plan
and should be read in conjunction with terms of the plan which is attached
hereto as Exhibit 99.1.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibit  Description                                  Method of Filing
- --------------------------------------------------------------------------
99.1     Amended General Motors Corporation 2006
         Cash-Based Restricted Stock Unit Plan        Filed herewith



                                      # # #



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                          GENERAL MOTORS CORPORATION
                                          --------------------------
                                          (Registrant)


Date:  June 9, 2006                  By:  /s/PAUL W. SCHMIDT
                                     ---  ------------------
                                          (Paul W. Schmidt, Controller)

EX-99

                                                                    Exhibit 99.1


 AMENDED GENERAL MOTORS CORPORATION 2006 Cash-Based Restricted Stock Unit Plan



SECTION 1. PURPOSE The purpose of the Amended General Motors Corporation 2006
Cash-Based Restricted Stock Unit Plan ("the Plan") is to provide incentives to
Employees for the creation of stockholder value through awards of Cash-Based
Restricted Stock Units. The Corporation believes that these incentives will
stimulate the efforts of Employees toward the long-term success of the
Corporation and its Subsidiaries, as well as assist in the recruitment of new
Employees. Capitalized terms as used in the Plan shall have the definitions as
set forth in Section 11 of the Plan.

SECTION 2. ADMINISTRATION The Plan shall be administered by the Committee. The
Committee shall have full discretionary power and authority, subject to such
orders or resolutions not inconsistent with the provisions of the Plan as may
from time to time be adopted by the Board, to (a) select the Employees of the
Corporation and its Subsidiaries to whom Awards may from time to time be granted
hereunder; (b) determine the number of Shares relating to each Award granted
hereunder; (c) determine the terms and conditions, not inconsistent with the
provisions of the Plan, of any Award granted hereunder; (d) determine whether,
to what extent and under what circumstances Awards may be canceled or suspended;
(e) determine whether, to what extent, and under what circumstances payment with
respect to an Award shall be deferred at the election of the Participant; (f)
interpret and administer the Plan and any instrument or agreement entered into
under the Plan; (g) establish such rules and regulations and appoint such agents
as it shall deem appropriate for the proper administration of the Plan; and (h)
make any other determination and take any other action that the Committee deems
necessary or desirable for administration of the Plan.

      The Committee may, in its sole discretion, and subject to the provisions
of the Plan and applicable law, from time to time delegate any or all of its
authority to administer the Plan to the Corporation's Chief Executive Officer.
The Chief Executive Officer may only grant Awards in accordance with the terms
established by the Committee.

      The decisions of the Committee shall be final, conclusive, and binding
with respect to the interpretation and administration of the Plan and any grant
made under it. The Committee shall make, in its sole discretion, all
determinations arising in the administration, construction, or interpretation of
the Plan and Awards under the Plan, including the right to construe disputed or
doubtful Plan or Award terms and provisions, and any such determination shall be
conclusive and binding on all Persons.

SECTION 3. ELIGIBILITY Any Employee shall be eligible to be selected as a
Participant. Substitute Awards may be granted to any holder of an award granted
by a company acquired by the Corporation or with which the Corporation combines.

SECTION 4. CONDITIONS PRECEDENT Except for Awards that vest pursuant to Section
6 of this Plan or Awards that vest pursuant to Section 5(c)(ii)(B), settlement
of any Award (or portion thereof) shall be subject to the satisfaction of the
following conditions precedent that such Participant: (i) continue to render
services as an Employee for a period of 12 months following the date of the
Award (unless this condition is waived by the Committee), (ii) refrain from
engaging in any activity which, in the opinion of the Committee, is competitive
with any activity of the Corporation or any Subsidiary (except that employment
at the request of the Corporation with an entity in which the Corporation has,
directly or indirectly, a substantial ownership interest, or other employment
specifically approved by the Committee, shall not be considered to be an
activity which is competitive with any activity of the Corporation or any
Subsidiary) and from otherwise acting, either prior to or after termination of
employment with the Corporation or any Subsidiary, in any manner inimical or in
any way contrary to the best interests of the Corporation, and (iii) furnish to
the Corporation such information with respect to the satisfaction of the
foregoing conditions precedent as the Committee or Corporation shall request. If
the Committee shall determine that such Participant has failed to satisfy any of
the foregoing conditions precedent, all Awards granted to such Participant shall
be immediately canceled.

      As used in this Section 4, the term Participant shall include the
beneficiary or beneficiaries designated by such Participant as provided in
Section 9(b) hereof, or if no such designation of any beneficiary or
beneficiaries has been made, the Participant's legal representative or other
person(s) entitled to any payment or benefit with respect to the Participant
pursuant to this Plan. As a further condition precedent to the vesting and
settlement of all or any portion of an Award, the Committee may, among other
things, require a Participant to enter into such agreements as the Committee
considers appropriate and in the best interests of the Corporation.



SECTION 5. CASH-BASED RESTRICTED STOCK UNITS

(a)   Any Award shall be subject to the following terms and conditions and to
such other terms and conditions as the Committee shall deem advisable or
appropriate, consistent with the provisions of the Plan as herein set forth.

(b)   Cash-Based Restricted Stock Units shall be settled or paid as soon as
practicable following the vesting thereof, in an amount, for each Share
underlying the portion of the Award so vesting, equal to the Fair Market Value
of such Share. Payments of Awards will be made solely in cash not later than two
and one-half months after the end of the calendar year in which vesting occurs.

(c)   Awards granted under this Plan shall, in addition to the other terms and
conditions of the Plan, be subject to the following provisions:

      (i)    Vesting. Except for Awards that vest pursuant to Section 6 of this
      Plan, or that vest in the case of death, as set forth in Section
      5(c)(ii)(B) below, no portion of any Award shall vest prior to the first
      anniversary date of the Award date (unless otherwise established by the
      Committee or its delegate(s)). Unless the Committee shall establish a
      shorter or longer vesting period or different vesting schedule, beginning
      on the first anniversary date of the Award, one-third of the Award will
      vest and be paid, on the second anniversary date of the Award, one-third
      of the original Award will vest and be paid, and on the third anniversary
      date of the Award, the final one-third of the original Award will vest and
      be paid provided that the Participant remains employed through the
      relevant anniversary date.

      (ii)   Termination of Employment. If the Participant's employment
      terminates for any reason before an Award vests, the unvested portion of
      such Award then held by such Participant will be terminated, except as
      follows:

             (A)   If, after the first anniversary of the Award's grant date, a
             Participant retires from the Corporation at age 62 or older with
             ten or more years of credited service (or equivalent normal
             retirement age in countries outside the United States), subject to
             the other terms and conditions of the Plan, payment of such Award
             shall be delivered in accordance with the original vesting schedule
             set forth in such Award. A retirement prior to age 62 shall be
             treated as a voluntary resignation, governed by the general rule
             set forth in Section 5(c)(ii) above, unless the Committee approves
             other treatment of the Award at the time of grant.

             (B)   If a Participant's employment is terminated by reason of
             death, mutually satisfactory release, or divestiture of a business
             unit in which the Participant is employed, all Awards shall be
             prorated based on the number of months employed during the vesting
             period, and cash will be delivered in payment of such prorated
             Award as promptly as is practicable but in no event later than two
             and one-half months after the end of the calendar year in which the
             termination of employment occurs.

             (C)   If a Participant becomes disabled or begins any other type of
             approved leave of absence (excluding a leave for civilian local,
             state or federal governmental service, in which case Awards will be
             forfeited), unvested Awards will continue to vest while the
             Employee remains on the approved leave.

      Notwithstanding the foregoing provisions, the Committee may at any time
      determine that Awards shall vest or terminate on the date of notice of
      employment termination, or such later date, as it may deem appropriate. In
      addition, the Committee may from time to time determine in its discretion
      that Participants retiring from the Corporation during specified time
      periods under specified circumstances may retain some portion of those
      Awards granted in the year the retirement occurs, and the Award shall vest
      or be settled in accordance with the original vesting schedule.


SECTION 6. CHANGE IN CONTROL PROVISIONS

      Upon the occurrence of a Change in Control (as defined in Section 11(d))
and upon the occurrence of a termination of a Participant's employment by the
Corporation (other than for gross negligence or deliberate misconduct which
demonstrably harms the Corporation) or termination of employment by the
participant for Good Reason within 36 months following the Change in Control:

(a)   All unvested Awards shall be prorated based on the number of months
employed during the vesting period, and cash will be delivered in payment of
such prorated Award as promptly as is practicable but not later than two and
one-half months after the end of the calendar year in which the termination of
employment occurs.



(b)   If the implementation of any of the foregoing provisions of this Section 6
would cause a Participant to incur adverse tax consequences under Section 409A
of the Code, the implementation of such provision shall be delayed until the
first date on which such implementation would not cause any adverse tax
consequences under Section 409A.

(c)   The preceding provisions of this Section 6 shall apply notwithstanding any
other provision of the Plan to the contrary, unless the Committee shall have
expressly provided in any applicable Award for different provisions to apply in
the event of a Change in Control. For the avoidance of doubt, any such different
provisions may be more or less favorable to either of the parties to the Award,
but if the application of such different provisions is unclear, uncertain, or
ambiguous, the provisions of this Section 6 shall govern.


SECTION 7. AMENDMENTS AND TERMINATION The Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time provided,
however that no such amendment, alteration, suspension, discontinuation or
termination shall be made without (a) stockholder approval if such approval is
necessary to comply with the rules of the New York Stock Exchange or (b)
following a Change in Control, the consent of the affected Participant, if such
action would materially impair the rights of such Participant under any
outstanding Award.

      The Committee may amend the terms of any Award granted under the Plan,
prospectively or retroactively, but following a Change in Control, no such
amendment shall materially impair the rights of any Participant without his or
her consent.

      The Committee may delegate to another committee, as it may appoint, the
authority to take any action consistent with the terms of the Plan, either
before or after an Award has been granted, which such other committee deems
necessary or advisable to comply with any government laws or regulatory
requirements of a foreign country, including, but not limited to, modifying or
amending the terms and conditions governing any Awards or establishing any local
country plans as sub-plans to this Plan. In addition, under all circumstances,
the Committee may make non-substantive administrative changes to the Plan so as
to conform with or take advantage of governmental requirements, statutes or
regulations.


SECTION 8. DIVIDEND EQUIVALENTS Subject to the provisions of the Plan, the
recipient of an Award will receive, at the time declared by the Corporation,
cash payments in amounts equivalent to cash or stock dividends on Shares
underlying an Award.

      Except as specifically provided at the time of the Award grant, no holder
of any Award shall have any other rights of a stockholder with respect to Shares
subject to the Award.


SECTION 9. GENERAL PROVISIONS

(a)   An Award may not be sold, exercised, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution.

(b)   A Participant holding an Award under this Plan may make a written
designation of beneficiary or beneficiaries on a form prescribed by and filed
with the Secretary of the Committee. In the event of the death or legal
incapacity of the Participant, such beneficiary or beneficiaries or, if no such
designation of any beneficiary or beneficiaries has been made, the Participant's
legal representative(s) or such other person(s) entitled thereto as determined
by a court of competent jurisdiction, may receive payment, in accordance with
and subject to the provisions of Sections 5 or 8, respectively, pursuant to the
vesting of all or any portion of Award. A designation of beneficiary may be
replaced by a new designation or may be revoked by the Participant at any time.

(c)   No Employee shall have the right to be selected to receive an Award under
this Plan or, having been so selected, to be selected to receive a future Award.
Neither the Award nor any benefits arising out of this Plan shall constitute
part of a Participant's employment or service contract with the Corporation or
any Subsidiary and, accordingly, this Plan and the benefits hereunder may be
terminated at any time in the sole discretion of the Corporation without giving
rise to liability on the part of the Corporation or any Subsidiary for severance
payments. The Awards under this Plan are not intended to be treated as
compensation for any purpose under any other Corporation plan.

(d)   The prospective recipient of any Award under the Plan shall not, with
respect to such Award, be deemed to have become a Participant, or to have any
rights with respect to such Award, until and unless such recipient shall have
accepted any Award. By accepting an Award pursuant to the Plan a Participant
accepts and agrees to all of the terms and provisions of this Plan. Unless
affirmatively rejected within [30] days of the date of grant, the award will be
deemed accepted.



(e)   Nothing in the Plan or any Award granted under the Plan shall be deemed to
constitute an employment or service contract or confer or be deemed to confer on
any Employee or Participant any right to continue in the employ or service of,
or to continue any other relationship with, the Corporation or any Subsidiary or
limit in any way the right of the Corporation or any Subsidiary to terminate an
Employee's employment or a Participant's service at any time, with or without
cause.

 (g)  No Award granted hereunder shall be construed as an offer by the
Corporation to sell securities of the Corporation.

 (h)  The Corporation and its Subsidiaries shall be authorized to withhold from
any Award granted or payment due under the Plan the amount of withholding taxes
due in respect of an Award or payment hereunder and to take such other action as
may be necessary in the opinion of the Corporation or its Subsidiaries to
satisfy all obligations for the payment of such taxes.

(i)   Nothing contained in the Plan shall prevent the Board from adopting other
or additional compensation arrangements, subject to stockholder approval if such
approval is required; and such arrangements may be either generally applicable
or applicable only in specific cases.

 (j)  The provisions of the Plan shall be construed, regulated and administered
according to the laws of the State of Delaware without giving effect to
principles of conflicts of law, except to the extent superseded by any
controlling Federal statute.

(k)   If any provision of the Plan is or becomes or is deemed invalid, illegal
or unenforceable in any jurisdiction, or would disqualify the Plan or any Award
under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws or if it cannot be
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan, it shall be stricken and the
remainder of the Plan shall remain in full force and effect.

(l)   For purposes of this Plan, a qualifying leave of absence (excluding a
leave for civilian, local, state or federal governmental service,) shall not
constitute a termination of employment. If approved by the Committee in its sole
discretion, a Participant's absence or leave because of military service,
disability or other reason shall not be considered an interruption of employment
for any purpose under the Plan.

(m)   If the Corporation shall have any unpaid claim against the Participant
arising out of or in connection with such Participant's employment with the
Corporation, such claim may be offset against Awards under this Plan. Such claim
may include, but is not limited to, unpaid taxes, or corporate business credit
card charges.

(n)   Notwithstanding any provision of this Plan, no Plan provisions will be
allowed or implemented against any individual Plan Participant if they would
cause such otherwise eligible Plan Participant to be subject to tax (including
interest and penalties) under Section 409A of the Code.


SECTION 10. TERM OF PLAN The Plan shall terminate on May 31, 2007.


SECTION 11. DEFINITIONS As used in the Plan, the following terms shall have the
meanings set forth below:

(a)   "Award" shall mean any award hereunder of Cash-Based Restricted Stock
Units.

(b)   "Board" shall mean the Board of Directors of the Corporation.

(c)   "Cash-Based Restricted Stock Unit" shall mean a unit valued by reference
to a designated number of Shares representing a contractual right (subject to
such restrictions and conditions as the Committee may impose) to receive a cash
payment upon settlement of such Award or portion thereof in accordance with the
terms of the Plan. Any payment by the Corporation in respect of such Unit will
be made in cash.

(d)   "Change in Control" shall mean the occurrence of any of the following:

      a.     any "person" or "group" as those terms are used in the Exchange
Act, other than any employee benefit plan of GM or a trustee or other
administrator or fiduciary holding securities under an employee benefit plan of
the Corporation, is or becomes the current beneficial owner, within the meaning
of Rules 13d-3 and 13d-5 promulgated under the Exchange Act, of GM securities
representing in the aggregate 20% or more of the combined voting power of GM's
then outstanding securities entitled to vote in general matters coming before
stockholders of the Corporation, whether in a meeting or otherwise; provided,
however, that the provisions of this subsection (a) are not intended to apply
to or include as a Change in Control any transaction that is specifically
excepted from the definition of Change in Control under subsection (c) below.



      For purposes of this section (a), an interpretation by a majority of the
directors of the Corporation of the foregoing definitions of "person," and
"group," and their determination in connection therewith if embodied in a duly
adopted resolution of the Board of Directors of the Corporation or a proper
committee thereof, to the effect that the acquisition of the Corporation's
securities by a person or a group has caused a Change in Control, shall be
final, binding and conclusive for all purposes under the terms of this Plan, and
no revocation of that decision, rescission of that resolution or change to the
terms hereof shall alter the effect of the resolution of the Board of Directors
that a Change in Control has occurred unless the effect thereof shall not have
an adverse effect on employees covered by this Plan to the extent they have
benefited or will benefit by reason of such resolution;

      b.     during any two-year period, Incumbent Directors, as hereinafter
defined, cease for any reason to constitute a majority of the Board. For
purposes of this paragraph, "Incumbent Director" shall mean the directors of the
Corporation on the Effective Date and any new directors whose election by the
Board or nomination for election by the Corporation's stockholders was approved
by at least two-thirds of the directors still in office who were Incumbent
Directors (including individuals whose appointment or election to office after
the Effective Date satisfied the requirements of this paragraph); provided,
however, that, notwithstanding the foregoing, no individual whose initial
assumption of office occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11 or Regulation 14A
promulgated under the Exchange Act or successor statutes or rules containing
analogous concepts) or other actual or threatened solicitation of proxies or
consents by or on behalf of an individual, corporation, partnership, group,
associate or other entity or "person" other than the Board, shall in any event
be considered to be an Incumbent Director;

      c.     GM merges, consolidates or combines with any other corporation or
other entity, other than a merger, consolidation, combination or any similar
transaction, without regard to the form thereof, (i) that would result in all or
a portion of the voting securities of GM outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or parent entity thereof)
securities representing more than 50% of the combined voting power of the voting
securities of GM or such surviving entity (or parent entity thereof) outstanding
immediately after such merger or consolidation and (ii) by which the corporate
existence of GM is not affected and following which GM's chief executive officer
would retain his or her position with GM and the GM directors would remain on
the Board of the Corporation and constitute a majority thereof; provided,
however, that if GM is not the ultimate parent of the controlled group of which
it is a member, references to GM in clause (ii) of this subsection shall be
deemed to refer to such ultimate parent of the Corporation or its successor;

      d.     GM sells or otherwise disposes of all or substantially all of its
assets; or

      e.     the stockholders of the Corporation approve a plan of complete
liquidation of GM.

(e)   "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto, and any reference to any section of the Code
shall also include any successor provision thereto.

(f)   "Committee" shall mean the Executive Compensation Committee of the Board
or such other persons or committee to whom it has delegated any authority, as
may be appropriate.

(g)   "Corporation" shall mean General Motors Corporation, a Delaware
corporation.

(h)   "Director" shall mean a member of the Board.

(i)   "Effective Date" shall mean June 6, 2006, the date this Plan is effective.

(j)   "Employees" shall mean persons (A) who are employed by the Corporation or
any Subsidiary (as such term is defined herein), or (B) who accept (or
previously have accepted) employment, at the request of the Corporation, with
any entity not described in (A) above but in which the Corporation has, directly
or indirectly, a substantial ownership interest. The rights reserved herein
shall, among other things, permit the Committee to determine when, and to what
extent, individuals otherwise eligible for consideration shall become or cease
to be, as the case may be, Employees for purposes of this Plan and to determine
when, and under what circumstances, any individual shall be considered to have
terminated employment for purposes of this Plan. To the extent determined by the
Committee, the term Employees shall be deemed to include former Employees and
any beneficiaries thereof.



      The term "Employee" shall not include the following classes of
individuals, regardless of whether the individual is a common-law employee of
the Corporation: (1) Any individual who provides services to the Corporation
where there is an agreement with a separate company under which the services are
provided. Such individuals are commonly referred to by the Corporation as
"contract employees", "contract workers" or "bundled- services workers or
employees"; (2) Any individual who has signed an independent contractor
agreement, consulting agreement, or other similar personal service contract with
the Corporation; (3) Any individual that the Corporation classifies as an
independent contractor, consultant, contract employee, contract worker, or
bundled services worker or employee during the period the individual is so
classified by the Corporation.

(k)   "Employer" shall mean as applicable to any Participant, the Corporation or
Subsidiary that employs the Participant

(l)   "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

(m)   "Fair Market Value" shall mean, with respect to Shares, as of any date,
the average of the high and low trading prices for the Shares as reported on the
New York Stock Exchange Composite Tape for that date or, if no such prices are
reported for that date, the average of the high and low trading prices on the
immediately preceding date for which such prices were reported, unless otherwise
determined by the Committee.

(n)   "Good Reason" for termination by the Participant of the Participant's
employment shall mean the occurrence (without the Participant's express written
consent) of any one of the following acts by the Employer, or failures by the
Employer to act, following the occurrence of a Change in Control:

      (i)    a significant adverse change in the Participant's authority,
      duties, responsibilities or position from those in effect immediately
      prior to the Change in Control; provided that, notwithstanding the
      foregoing, the following are not "Good Reason": (a) an isolated,
      insubstantial and inadvertent action not taken in bad faith and which is
      remedied by the Employer promptly after receipt of notice thereof given
      by the Participant, or (b) a change of less than two levels in the
      position to which the Participant reports, or (c) a change in the person
      to whom the Participant reports:

      (ii)   a reduction in the Participant's annual base salary as in effect
      immediately prior to the Change in Control or as the same may be increased
      from time to time following the Change in Control, or a reduction in the
      level of the Participant's incentive opportunity under the Incentive Plans
      as in effect immediately prior to the Change in Control or as the same may
      be increased from time to time following the Change in Control;

      (iii)  the Employer's requiring the Participant to change the principal
      workplace location at which the Participant is based to a location that is
      greater than 50 miles distant from such Participant's principal workplace
      location immediately prior to the date of such change of location;

      (iv)   the failure by the Corporation or the Employer (as applicable) to
      pay to the Participant (a) any portion of the Participant's annual base
      salary, (b) any awards earned pursuant to the Incentive Plans or (c) any
      portion of an installment of deferred compensation under any deferred
      compensation program of the Corporation or any of its Subsidiaries, in
      each case within seven days of the date such compensation is due;

      (v)    the failure by the Corporation or the Employer (as applicable) to
      continue in effect any compensation plan or program in which the
      Participant participates immediately prior to the Change in Control and
      which is material to the Participant's total compensation, including,
      without limitation, the Incentive Plans or any plans or programs adopted
      in substitution thereof prior to the Change in Control, unless an
      equitable arrangement (embodied in an ongoing substitute or alternative
      plan or program) has been made with respect to such plan or program, or
      the failure by the Corporation or the Employer (as applicable) to continue
      the Participant's participation therein (or in such substitute or
      alternative plan or program) on a basis not materially less favorable,
      both in terms of the amount of benefits provided and the level of the
      Participant's participation relative to other positions, as existed at the
      time of the Change in Control;

      (vi)   the failure by the Corporation or the Employer (as applicable) to
      continue to provide the Participant with benefits substantially similar to
      those enjoyed by the Participant under any of the Corporation's or the
      Employer's (as applicable) pension and retirement, fringe benefit and
      welfare plans, including life insurance, medical, health and accident,
      disability, and vacation plans and programs in which the Participant
      participates immediately prior to the Change in Control or the taking of
      any action by the Corporation or the Employer (as applicable) which would
      directly or indirectly materially reduce any of such benefits or deprive
      the Participant of any material fringe benefits enjoyed by the Participant
      immediately prior to the Change in Control;



      (vii)  the failure by the Corporation or the Employer (as applicable) to
      continue to provide the Participant with indemnification and insurance
      coverage under the Corporation's Certificate of Incorporation, Bylaws and
      any applicable agreement to which the Participant is a party or of which
      the Participant is a beneficiary, which is substantially the same as that
      enjoyed by the Participant under any such instruments or arrangements
      immediately prior to the Change in Control;

      (viii) the failure of the Corporation to obtain a satisfactory agreement
      from any successor to assume and agree to perform this Plan; or

      (ix)   any purported termination of the Participant's employment by the
      Corporation or the Employer (as applicable) which is not effected pursuant
      to a Notice of Termination.

      The Participant's right to terminate the Participant's employment for Good
Reason shall not be affected by the Participant's incapacity due to physical or
mental illness.

      The Participant's continued employment shall not constitute consent to, or
a waiver of rights with respect to, any act or failure to act constituting Good
Reason hereunder. Notwithstanding the foregoing, the occurrence of an event that
would otherwise constitute Good Reason hereunder shall cease to be an event
constituting Good Reason if (i) the Participant fails to provide the Corporation
with notice of the occurrence of any of foregoing within the six-month period
immediately following the date on which the Participant first becomes aware (or
reasonably should have become aware) of the occurrence of such event, (ii) the
Participant fails to provide the Corporation with a period of at least thirty
days from the date of such notice to cure such event prior to terminating his or
her employment for Good Reason or (iii) Notice of Termination is not provided to
the Corporation by the Participant within ninety days following the day on which
the thirty-day period set forth in the preceding clause (ii) expires; provided,
that the notice period required by clause (ii) and referred to in clause (iii)
shall end two days prior to the third anniversary of the Change in Control in
the event that the third anniversary of the Change in Control would occur during
such thirty-day period.

(o)   "Notice of Termination" shall mean a notice that indicates the basis for
any termination of employment and sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of a Participant's
employment.

(p)   "Participant" shall mean an Employee who is selected by the Committee or
the Board from time to time in their sole discretion to receive an Award under
the Plan.

(q)   "Person" shall mean any individual, corporation, partnership, association,
limited liability corporation, joint-stock corporation, trust, unincorporated
organization or government or political subdivision thereof, including any
Employee or Participant of the Corporation and its Subsidiaries.

(r)   "Shares" shall mean shares of GM Common Stock of the Corporation, $1 2/3
par value.

(s)   "Subsidiary" shall mean (A) a corporation of which capital stock having
ordinary voting power to elect a majority of the board of directors of such
corporation is owned, directly or indirectly, by the Corporation or (B) any
unincorporated entity in respect of which the Corporation can exercise, directly
or indirectly, comparable control.

(t)   "Substitute Awards" shall mean Awards granted by the Corporation in
assumption of, or in substitution or exchange for, awards previously granted, or
the right or obligation to make future awards, by a corporation acquired by the
Corporation or with which the Corporation combines.