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Agreement & Release - General Motors Corp. and John M. Devine

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                               AGREEMENT & RELEASE

John M. Devine and General Motors Corporation have reached the following
Agreement. This Agreement is intended to memorialize the understandings of the
parties concerning the following aspects of Mr. Devine's retirement from General
Motors Corporation, its subsidiaries, affiliates, and divisions (hereinafter
GM), effective as of June 1, 2006.

1.    Supplemental Executive Retirement Program (SERP) - Subject to all other
      terms of the SERP, Mr. Devine will be eligible for SERP benefits based on
      his five years and six months of service as of June 1, 2006. As a key
      employee under Internal Revenue Code 409(A) rules, any SERP or other GM
      deferred compensation will not be payable to Mr. Devine until six months
      after retirement.

2.    Replacement Pension Benefit - In December 2000 Mr. Devine signed an
      agreement providing for make up of a previous employer's pension benefit
      that he lost as a result of his GM employment. That agreement was restated
      in December 2005, and the restated agreement remains in effect.

3.    Personal Umbrella Liability Insurance (PULI) - Subject to all plan terms,
      Mr. Devine will be provided PULI coverage in retirement at a level of
      coverage consistent with other retired executives. Mr. Devine understands
      that there will be imputed income associated with this coverage.

4.    Endorsement Split Dollar Life Insurance - Ownership of the existing
      Endorsement Split Dollar Life Insurance Policy covering Mr. Devine will be
      transferred to Mr. Devine six months following date of retirement. GM will
      pay no further premiums on the policy. Mr. Devine understands that
      transfer of the policy will be a taxable event for him, and he will be
      responsible for all such taxes.

5.    Stock  Performance  Plan (SPP) - Subject  to the terms of the plan,  Mr.
      Devine will be eligible  to receive a pro-rata  amount of his  2004-2006
      and 2005-2007  outstanding SPP grants.  The pro-rata share will be based
      on the number of months Mr.  Devine  was active  during the  performance
      period prior to retirement  compared to the entire  performance  period.
      All remaining  installments on vested grants,  if payable,  will be paid
      at the regularly  scheduled  payment  dates.  It is understood  that all
      final SPP award  payouts,  if any, will be based on the level of Company
      and GM stock  performance  as set forth in the plan.  The SPP grants are
      subject to the conditions  precedent described in paragraph 9 below. Mr.
      Devine's  2006-2008  SPP grant  will  terminate  under  plan  provisions
      because the 12-month vesting period will not have been met.

6.    Outstanding Option Grants - Subject to the terms of the plan, Mr. Devine
      will retain his option grants that become vested prior to retirement. This
      includes his 2006 option grant for which the Executive Compensation
      Committee of the GM Board of Directors approved vesting. The option grants
      are subject to the conditions precedent described in paragraph 9 below.

7.    Annual Incentives - Mr. Devine will be eligible to receive a prorated
      portion (5/12ths) of his 2006 Annual Incentive, in accordance with plan
      language, providing such incentive is determined to be payable, and
      adjusted for Corporate, Sector, and Individual performance.


8.    Mr.  Devine  understands  that his  cooperation  may be  needed by GM in
      connection  with  litigation in which GM is or may become a party and he
      agrees to make  himself  reasonably  available  to do so. GM agrees that
      his appearance as a witness in any government  initiated proceeding will
      not give  rise to any  claim  by GM that he has  acted  contrary  to his
      undertakings  in this  Agreement.  Mr. Devine agrees not to  voluntarily
      make any statement for  publication or to the media regarding GM without
      GM's prior approval.

9.    Mr.  Devine  fully  understands  and  acknowledges  that the exercise of
      stock  options,  the  receipt  of unpaid  installments,  if any,  of SPP
      awards and the payment of Alternative  formula SERP are contingent  upon
      the  conditions  precedent  as set forth in Section  3(a) of the General
      Motors  2002  Long-Term  Incentive  Plan,  Section  6(a) of the  General
      Motors 2002 Annual  Incentive  Plan,  Section 5(c) of the General Motors
      2002 Stock  Incentive  Plan,  and Section  IV(e) of the  General  Motors
      Supplemental  Executive  Retirement  Program as amended  through October
      18,  2005 that Mr.  Devine:  (1) refrain  from  engaging  at any time in
      activity which, in the opinion of the Executive  Compensation  Committee
      of the GM Board of Directors (the  Committee),  is competitive  with any
      activity of GM and from  otherwise  acting in any manner  inimical or in
      any way  contrary to the best  interests  of GM; and (2) furnish GM such
      information with respect to the satisfaction of the foregoing  condition
      precedent as the Committee shall reasonably request.

10.   Mr.  Devine  agrees  and  acknowledges  that  during  the  course of his
      employment  with  GM  he  had  access  and  was  privy  to  information,
      documents,  and/or  materials  relating to GM that are of a confidential
      and/or  proprietary nature or which constitute or contain trade secrets,
      privileged information,  or matters subject to attorney-client privilege
      or which are related work  product,  the  disclosure of which will cause
      irreparable  harm to GM. As part of this  Agreement,  Mr.  Devine agrees
      not to  retain  and to  return  such  information,  documents  or  other
      materials at the time of his  separation  which is in his  possession or
      control,  and that,  except as required by  applicable  law, he will not
      discuss  or  disclose  to  any  person  or  entity  any  trade   secret,
      confidential  and/or  proprietary  information or matters  subject to an
      attorney-client  privilege or which are related work product without the
      permission of GM.

11.   Mr.  Devine  agrees  that for a period of two (2) years from the time of
      retirement he will not,  without the prior written  consent of the Chief
      Executive  Officer of General Motors,  engage in or perform any services
      for any  business  anywhere  in the world which  designs,  manufactures,
      develops,  promotes,  finances  or sells  any  automobiles  or trucks in
      competition  with General Motors  Corporation or any of its subsidiaries
      or any joint ventures to which General Motors  Corporation or any of its
      subsidiaries  is a party.  Further,  Mr. Devine agrees that for a period
      of two  (2)  years  following  retirement,  he  will  not,  directly  or
      indirectly,  induce any of the employees of GM to leave the employ of GM
      for participation,  directly or indirectly,  with any existing or future
      business venture  associated with  Mr. Devine.  In the event that any of
      the above  provisions of this  paragraph  should be deemed by a court of
      proper   jurisdiction  to  exceed  the  time,   product,  or  geographic
      limitations  permitted by applicable  laws and thus cause this paragraph
      to be unenforceable  as written,  then such court shall be authorized by
      the  parties  to  interpret  and  enforce  this   paragraph   with  such
      modification  or  modifications  and scope as shall enable such court to
      determine  that  the  paragraph  as so  modified  is  enforceable.  With
      respect to this  paragraph  11, if Mr.  Devine  invests or is  otherwise
      involved  with  supply,  distribution,  or  other  non-OEM  auto-related
      companies,  he will  not be able  to call on GM as a  representative  of
      such  companies  for two  years  after  June 1,  2006,  and GM would not
      regard such involvement as a competitive  activity.  With respect to any
      investments  or activities  with any dealer  holding  company,  GM would
      need to determine  whether the dealer group is  exclusively  non-GM and,
      hence, competitive.


12.   Mr. Devine has been given a sufficient period to review and consider this
      Agreement before signing it and has been advised to consult an attorney.

13.   Mr. Devine understands that in the future GM may amend its salaried policy
      and benefit programs and make available different retirement or severance
      benefits for which he will not be eligible. Nothing in this Agreement
      limits GM's right to amend, modify, or terminate any of its employee
      benefit programs or policies.

14.   This Agreement shall be construed in accordance with the laws of the State
      of Michigan.

/s/                                       /s/
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John M. Devine                            General Motors Corporation

Dated: May 30, 2006                       Dated: May 30, 2006
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